EXHIBIT 99(a)

JOHN HANCOCK INVESTORS TRUST

AMENDED AND RESTATED
DECLARATION OF TRUST

DATED OCTOBER 5, 1984
AS AMENDED AND RESTATED
ON AUGUST 26, 2003

Table of Contents

                                                                                                    Page
                                                                                                    ----
ARTICLE I                NAME AND DEFINITIONS......................................................   1
         Section 1.1       Name and Principal Place of Business....................................   1
         Section 1.2       Definitions.............................................................   2

ARTICLE II               TRUSTEES..................................................................   4
         Section 2.1       Powers..................................................................   4
         Section 2.2       Legal Title.............................................................  10
         Section 2.3       Number of Trustees; Term of Office......................................  11
         Section 2.4       Qualification of Trustees...............................................  11
         Section 2.5       Election of Trustees....................................................  11
         Section 2.6       Resignation and Removal.................................................  11
         Section 2.7       Vacancies...............................................................  12
         Section 2.8       Committees; Delegation..................................................  13
         Section 2.9       Action Without a Meeting; Participation by Conference Telephone.........  14
         Section 2.10      By-Laws.................................................................  14
         Section 2.11      No Bond Required........................................................  14
         Section 2.12      Reliance on Experts, Etc................................................  14
         Section 2.13      Effect of Issuance of Preferred Shares on Provisions
                           Relating to the Board of Trustees.......................................  15

ARTICLE III              CONTRACTS.................................................................  15
         Section 3.1       Underwriting Contract...................................................  15
         Section 3.2       Advisory or Management Contract.........................................  16
         Section 3.3       Affiliations of Trustees or Officers, Etc...............................  16

ARTICLE IV               LIMITATION OF LIABILITY; INDEMNIFICATION..................................  17
         Section 4.1       No Personal Liability of Shareholders, Trustees, Etc....................  17
         Section 4.2       Execution of Documents; Notice; Apparent Authority......................  18
         Section 4.3       Indemnification of Trustees, Officers, Etc..............................  19
         Section 4.4       Indemnification of Shareholders.........................................  21

ARTICLE V                SHARES OF BENEFICIAL INTEREST.............................................  21
         Section 5.1       Beneficial Interest.....................................................  21
         Section 5.2       Rights of Shareholders..................................................  22
         Section 5.3       Trust Only..............................................................  22
         Section 5.4       Issuance of  Shares.....................................................  23
         Section 5.5       Register of Shares......................................................  24
         Section 5.6       Common Share Certificates...............................................  24
         Section 5.7       Transfer of Shares......................................................  25
         Section 5.8       Voting Powers...........................................................  26
         Section 5.9       Meetings of Shareholders................................................  27
         Section 5.10      Action Without a Meeting................................................  28
         Section 5.11      Class Designation.......................................................  29

ARTICLE VI               DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS...........................  30
         Section 6.1       By Whom Determined......................................................  30
         Section 6.2       When Determined.........................................................  30
         Section 6.3       Computation of Per Common Share Net Asset Value.........................  30
         Section 6.4       Interim Determinations..................................................  32
         Section 6.5       Outstanding Common Shares...............................................  33
         Section 6.6       Distributions to Shareholders...........................................  34
         Section 6.7       Power to Modify Foregoing Procedures....................................  35

ARTICLE VII              CUSTODIAN.................................................................  35
         Section 7.1       Appointment and Duties..................................................  35
         Section 7.2       Action Upon Termination of Custodian Agreement..........................  36
         Section 7.3       Central Certificate System, Etc.........................................  36
         Section 7.4       Acceptance of Receipts in Lieu of Certificates..........................  37

ARTICLE VIII             DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC...................  37
         Section 8.1       Duration and Termination................................................  37
         Section 8.2       Amendment Procedure.....................................................  38
         Section 8.3       Merger, Consolidation and Sale of Assets................................  39
         Section 8.4       Incorporation...........................................................  39

ARTICLE IX               REPORTS TO SHAREHOLDERS...................................................  40

ARTICLE X                MISCELLANEOUS.............................................................  41
         Section 10.1      Filing..................................................................  41
         Section 10.2      Governing Law...........................................................  41
         Section 10.3      Counterparts............................................................  41
         Section 10.4      Reliance by Third Parties...............................................  41
         Section 10.5      Provisions in Conflict with Law or Regulations..........................  42
         Section 10.6      Section Headings; Interpretation........................................  42

AMENDED AND RESTATED DECLARATION OF TRUST

OF

JOHN HANCOCK INVESTORS TRUST

DECLARATION OF TRUST, made on October 5, 1984, as amended and restated on August 26, 2003

WHEREAS, the Trustees established a Trust which acquired all of the assets and liabilities, and assumed and carried on the business of John Hancock Investors Inc., a Delaware corporation and a closed-end investment company registered under the 1940 Act;

WHEREAS, the Trustees desire that the beneficial interest in the Trust assets be divided into transferable shares of beneficial interest of one or more Classes, as hereinafter provided; and

WHEREAS, the Trustees and shareholders, at meetings held on August 26, 2003 and August 21, 2003, respectively, approved the amendment and restatement of the Declaration;

NOW, THEREFORE, the Trustees hereby declare that all money and property contributed to the Trust established hereunder and all proceeds thereof shall be held and managed in trust for the pro rata benefit of the holders, from time to time, of the Shares of beneficial interest issued hereunder and subject to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1 Name and Principal Place of Business. The name of the Trust created hereby is the "John Hancock Investors Trust", and as far as may be practicable, the Trustees shall conduct the business and activities of the Trust created hereby and execute all documents and take all actions under that name or any other name they may from time to time determine, which name (and the word "Trust" whenever used in this Declaration, except where the context requires otherwise) shall refer to the Trustees in their capacity as Trustees, and not individually or

personally, and shall not refer to the officers, agents, employees or shareholders of the Trust created hereby or of such Trustees. The Trust's principal place of business is 101 Huntington Avenue, Boston, Massachusetts 02199.

Section 1.2 Definitions. Wherever they are used herein, the following terms have the following meanings:

"Affiliated Person" shall have the meaning set forth in Section 2(a)(3) of the 1940 Act.

"By-Laws" shall meant he By-Laws, if any, adopted pursuant to Section 2.10 hereof, as from time to time amended.

"Class" or "Class of Shares" means any division of Shares into two or more Classes in accordance with the provisions of Article V.

"Commission" shall mean the Securities and Exchange Commission.

"Common Shares" shall mean the Trust's common shares of beneficial interest or any class thereof established in accordance with this Declaration.

"Custodian" shall mean any Person other than the Trustees who has custody of any Trust Property as required by Section 17(f) of the 1940 Act.

"Declaration" shall mean this Declaration of Trust, as amended from time to time.

"Distributor" shall have the meaning set forth in Section 3.1 hereof.

"Interested Person" shall have the meaning set forth in Section 2(a)(19) of the 1940 Act.

"Investment Adviser" shall have the meaning set forth in Section 3.2 hereof.

"Majority Shareholder Vote" shall mean the vote of a majority of the outstanding voting securities, as defined in Section 2(a)(42) of the 1940 Act.

"1940 Act" shall mean the Investment Company Act of 1940, as amended from time to time.

"Person" shall mean an individual, a company, a corporation, partnership, trust, or association, a joint venture, an organization, a business, a firm or other entity, whether or not a legal entity, or a country, state, municipality or other political subdivision or any governmental agency or instrumentality.

"Preferred Shares" mean the Trust's preferred shares or any Class thereof. The provisions of this Declaration relating to the Preferred Shares shall have no force and effect unless and until one or more Classes of Preferred Shares are first duly authorized, issued and outstanding.

"Principal Underwriter" shall have the meaning set forth in Section 2(a)(29) of the 1940 Act.

"Shareholder" means a record owner of Outstanding Shares.

"Shares" means the equal proportionate transferable units of interest into which the beneficial interest in the Trust shall be divided from time to time, including any Class which may be established by the Trustees, and includes fractions of Shares as well as whole Shares. "Outstanding Shares" means those Shares shown from time to time on the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

"Transfer Agent" shall mean any Person other than the Trustees who maintains the Shareholder records of the Trust, such as the list of Shareholders, the number of Shares credited to each account, and the like.

"Trust" shall mean the Massachusetts business trust (the "John Hancock Investors Trust") established by this Declaration, as from time to time amended.

"Trust Property" shall mean any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees.

"Trustees" shall mean the individuals who have signed this Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other individuals who may from time to time be duly elected or appointed, qualified and serving as Trustees in accordance with the provisions of Article II hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in his or her capacity or their capacities as trustees hereunder.

ARTICLE II

TRUSTEES

Section 2.1 Powers. The Trustees, subject only to the specific limitations contained in this Declaration, shall have exclusive and absolute power, control and authority over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, including such power, control and authority to do all such acts and things as in their sole judgment and discretion are necessary, incidental, convenient or desirable for the carrying out of or conducting of the business of the Trust or in order to promote the interests of the Trust, but with such powers of delegation as may be permitted by this Declaration. The enumeration of any specific power, control or authority herein shall not be construed as limiting the aforesaid power, control and authority or any other specific power, control or authority. The Trustees shall have power to conduct and carry on the business of the Trust, or any part thereof, to have one or more offices and to exercise any or all of its trust powers and rights, in the Commonwealth of Massachusetts, in any other states, territories, districts, colonies and dependencies of the United States and in any foreign countries. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. Such powers of the Trustees may be exercised without order of or resort to any court.

Without limiting the foregoing, the Trustees shall have the power:

(a) To operate as and to carry on the business of an investment company, and to exercise all the powers necessary and appropriate to the conduct of such operations.

(b) To subscribe for and to invest and reinvest funds in, and hold for investment, the securities (including but not limited to bonds, debentures, time notes, certificates of deposit, commercial paper, bankers' acceptances and all other evidences of indebtedness and shares, stock, subscription rights, profit-sharing interests or participations and all other contracts for or evidences of equity interests) of any Person and to hold cash uninvested.

(c) To acquire (by purchase, subscription or otherwise), to trade in and deal in, to sell or otherwise dispose of, to enter into repurchase agreements and firm commitment agreements with respect to, and to lend and to pledge any such securities.

(d) To acquire (by purchase, subscription or otherwise), to trade in and deal in, to sell or otherwise dispose of, options or futures on any such securities or on any index composed of such securities.

(e) To exercise all rights, powers and privileges of ownership or interest in all securities included in the Trust Property, including the right to vote, give assent, execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement and enhancement in value of all such securities and to delegate, assign, waive or otherwise dispose of any of such rights, powers or privileges.

(f) To exercise powers and rights of subscription or otherwise which in any manner arise out of the Trust's ownership of securities.

(g) To declare (from interest, dividends or other income received or accrued, from accruals of original issue or other discounts on obligations held, from capital or other profits whether realized or unrealized and from any other lawful sources) dividends and distributions on the Shares of any Class and to credit the same to the account of Shareholders of such Class, or at the election of the Trustees to accrue income to the account of Shareholders of such Class, on such dates (which may be as frequently as every day) as the Trustees may determine. Subject to the rights of a specific Class of Shares, such dividends, distributions or accruals shall be payable in cash, property or Shares at such intervals as the Trustees may determine at any time in advance of such payment, whether or not the amount of such dividend, distribution or accrual can at the time of declaration or accrual be determined or must be calculated subsequent to declaration or accrual and prior to payment by reference to amounts or other factors not yet determined at the time of declaration or accrual (including but not limited to the amount of a dividend or distribution to be determined by reference to what is sufficient to enable the Trust to qualify as a regulated investment company under the United States Internal Revenue Code or to avoid liability for Federal income tax).

The power granted by this Subsection (g) shall include, without limitation, and if otherwise lawful, the power (A) to declare dividends or distributions or to accrue income to the account of Shareholders of any Class by means of a formula or other similar method of determination whether or not the amount of such dividend or distribution can be calculated at the time of such declaration; (B) to establish record or payment dates for dividends or distributions on any basis, including the power to establish a number of record or payment dates subsequent to the declaration of any dividend or distribution;
(C)

to establish the same payment date for any number of dividends or distributions declared prior to such date; and (D) to provide in advance for conditions under which any dividend or distribution may be payable in Shares to all or less than all of the Shareholders of a specific Class.

(h) To acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose of (by sale, lease or otherwise) any property, real or personal, and any interest therein.

(i) To borrow money, and in this connection to issue notes or other evidences of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting to security interests the Trust Property; and to lend Trust Property.

(j) To aid by further investment any Person, if any obligation of or interest in such Person is included in the Trust Property or if the Trustees have any direct or indirect interest in the affairs of such Person; to do anything designed to preserve, protect, improve or enhance the value of such obligation or interest; and to endorse or guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such Person; and to mortgage the Trust Property or any part thereof to secure any of or all such obligations.

(k) To promote or aid the incorporation of any organization or enterprise under the law of any country, state, municipality or other political subdivision, and to cause the same to be dissolved, wound up, liquidated, merged or consolidated.

(l) To enter into joint ventures, general or limited partnerships and any other combinations or associations.

(m) To purchase and pay for entirely out of Trust Property insurance policies insuring the Shareholders, Trustees, officers, employees and agents of the Trust, the Investment Adviser, the Distributor and dealers or independent contractors of the Trust against all-claims and liabilities of every nature arising by reason of holding or having held any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence and whether or not the Trust would have the power to indemnify such Person against such liability.

(n) To establish and carry out pension, profit-sharing, share purchase, share bonus, savings, thrift and other retirement, incentive and benefit plans for any Trustees, officers, employees or agents of the Trust.

(o) To the extent permitted by law and determined by the Trustees, to indemnify any Person with whom the Trust has dealings, including, without limitation, the Shareholders, the Trustees, the officers, employees and agents of the Trust, the Investment Adviser, the Distributor, the Transfer Agent, the Custodian and dealers.

(p) To incur and pay any charges, taxes and expenses which in the opinion of the Trustees are necessary or incidental to or proper for carrying out any of the purposes of this Declaration, and to pay from the funds of the Trust Property to themselves as Trustees reasonable compensation and reimbursement for expenses.

(q) To prosecute or abandon and to compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes.

(r) To foreclose any security interest securing any obligations owed to the Trust.

(s) To exercise the right to consent, and to enter into releases, agreements and other instruments, including, but not limited to, the right to consent or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer any security of which is or was held by the Trust; to consent to any contract, lease, mortgage, purchase or sale of such property by said corporation or issuer, and to pay calls or subscriptions with respect to securities held by the Trust.

(t) To employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust.

(u) To determine and change the fiscal year of the Trust and the method in which its accounts shall be kept.

(v) To adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

(w) To establish multiple Classes of Shares (as authorized herein at
Section 5.11), and to the extent necessary or appropriate to give effect to preferences, special or relative rights and privileges of any Class of Shares, to allocate assets, liabilities, income and expenses of the Shares or to apportion the same among two or more Classes.

(x) To take such actions as are authorized or required to be taken by the Trustees pursuant to other provisions of this Declaration.

(y) In general to carry on any other business in connection with or incidental to any of the objects and purposes of the Trust, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and

to take any action incidental or appurtenant to or growing out of or connected with the business, purposes, objects or powers of the Trustees.

The foregoing clauses shall be construed both as objects and as powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees.

The Trustees shall not be limited by any law now or hereafter in effect limiting the investments which may be made or retained by fiduciaries, but they shall have full power and authority to make any and all investments within the limitation of this Declaration that they, in their sole and absolute discretion, shall determine, and without liability for loss even though such investments do not or may not produce income or are of a character or in an amount not considered proper for the investment of trust funds.

Section 2.2 Legal Title. Legal title to all the Trust Property shall as far as may be practicable be vested in the name of the Trust, which name shall refer to the Trustees in their capacity as Trustees, and not individually or personally, and shall not refer to the officers, agents, employees or Shareholders of the Trust or of the Trustees, provided that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees with suitable reference to their trustee status, or in the name of the Trust, or in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of a Custodian or sub-Custodian or a nominee or nominees or otherwise. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the termination of the term of office of a Trustee, whether upon such Trustee's resignation or removal, or upon the due election and qualification of his successor or upon the occurrence of any of the events specified in the first sentence of Section

2.7 hereof or otherwise, such Trustee shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

Section 2.3 Number of Trustees; Term of Office. The number of Trustees shall be ten, which number may be increased and thereafter decreased from time to time by a written instrument signed by a majority of the Trustees, provided that the number of Trustees shall not be fewer than two nor more than 15. Each Trustee elected (whenever such election occurs) shall hold office until his successor is elected and qualified or until the earlier occurrence of any of the events specified in the first sentence of Section 2.7 hereof.

Section 2.4 Qualification of Trustees. Of the total number of Trustees, at least 40% shall be persons who are not Interested Persons of the Trust or of the Distributor.

Section 2.5 Election of Trustees. Except as otherwise provided in
Section 2.7 and 2.13 hereof, the Trustees shall be elected annually at the annual Shareholders' meeting. Trustees may succeed themselves in office. Trustees may be elected at a Shareholders' meeting. Trustees shall be elected by a plurality of the votes validly cast. The election of any Trustee (other than an individual who was serving as a Trustee immediately prior thereto) shall not become effective, however, until the individual named shall have accepted in writing such election and agreed in writing to be bound by the terms of this Declaration. Trustees need not own Shares.

Section 2.6 Resignation and Removal. Any Trustee may resign his trust (without need for prior or subsequent accounting) by an instrument in writing signed by him and delivered to the Chairman of the Board, or the Secretary or any Assistant Secretary, and such resignation shall be effective upon such delivery, or at any later date specified in the instrument. Subject to

the specific rights of any Class of Shares, any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than two) with cause by the affirmative vote of two-thirds of the remaining Trustees. Subject to the specific rights of any Class of Shares, upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

Section 2.7 Vacancies. Subject to the specific rights of any Class of Shares, the term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, retirement, resignation or removal (whether pursuant to Section 2.6 hereof or otherwise), bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. Subject to the specific rights of any Class of Shares, in the case of an existing vacancy, including a vacancy existing by reason of an increase in the authorized number of Trustees, the remaining Trustees shall, subject to the requirements of
Section 2.4 hereof, fill such vacancy by the appointment of such individual as they in their sole and absolute discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office, provided that immediately after filling any such vacancy (except during the period preceding the initial annual meeting of Shareholders) at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time less than a majority of the Trustees holding office at that time were elected

by the Shareholders, a meeting of the Shareholders shall be held promptly and in any event within 60 days (unless the Commission shall by order extend such period) for the purpose of electing Trustees to fill any existing vacancies. No such appointment or election shall become effective, however, until the person named shall have accepted in writing such appointment or election and agreed in writing to be bound by the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.7, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration.

Section 2.8 Committees; Delegation. The Trustees shall have the power to appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including an executive committee which may exercise some or all of the power and authority of the Trustees as the Trustees may determine (including but not limited to the power to determine net asset value and net income), subject to any limitations contained in the By-Laws, and in general to delegate from time to time to one or more of their number or to officers, employees or agents of the Trust such power and authority and the doing of such things and the execution of such instruments, either in the name of the Trust or the names of the Trustees or otherwise, as the Trustees may deem expedient, provided that no committee shall have the power

(a) to change the principal office of the Trust;

(b) to amend the By-Laws;

(c) to issue Common Shares;

(d) to elect or remove from office any Trustee or the Chairman of the Board, the President, the Treasurer or the Secretary of the Trust;

(e) to increase or decrease the number of Trustees;

(f) to declare a dividend or other distribution on the Common Shares;

(g) to authorize the repurchase of Common Shares; or

(h) to authorize any merger, consolidation or sale, lease or exchange of all or substantially all of the Trust Property.

Section 2.9 Action Without a Meeting; Participation by Conference Telephone. Any action required or permitted to be taken at any meeting of the Trustees (or of any committee of the Trustees) may be taken without a meeting if written consents thereto are signed by a majority of the Trustees then in office (or by a majority of the members of such committee) and such written consents are filed with the records of the meetings. Trustees may participate in a meeting of the Trustees (or of any committee of the Trustees) by means of a conference telephone or similar communications equipment if all individuals participating can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 2.10 By-Laws. The Trustees may adopt By-Laws not inconsistent with this Declaration or law to provide for the conduct of the business of the Trust, and may amend or repeal such By-Laws.

Section 2.11 No Bond Required. No Trustee shall be obligated to give any bond or other security for the performance of any of his duties hereunder.

Section 2.12 Reliance on Experts, Etc. Each Trustee, officer, agent and employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected in relying in good faith upon the books of account or other records of the Trust, or upon reports made to the Trustees (a) by any of the officers or employees of the Trust, (b) by the Investment Adviser, the Distributor, the Custodian or the Transfer Agent, or (c) by any accountants, selected

dealers or appraisers or other agents, experts or consultants selected with reasonable care by the Trustees, regardless of whether such agent, expert or consultant may also be a Trustee. The Trustees, officers, agents and employees of the Trust may take advice of counsel with respect to the meaning and operation of this Declaration, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The exercise by the Trustees of their powers and discretion hereunder and the construction in good faith by the Trustees of the meaning or effect of any provision of this Declaration shall be binding upon everyone interested. A Trustee, officer, agent or employee shall be liable for his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law.

Section 2.13 Effect of Issuance of Preferred Shares on Provisions Relating to the Board of Trustees. Notwithstanding anything to the contrary in Sections 2.3, 2.5, 2.6 and 2.7 or in any other section of the Declaration, the provision relating to the number and election of Trustees, their removal and the filling of any vacancy on the Board of Trustees shall be subject to the voting and other rights established with respect to a particular Class of Shares.

ARTICLE III

CONTRACTS

Section 3.1 Underwriting Contract. The Trustees may from time to time enter into an underwriting contract with another Person (the "Distributor") providing for the sale of Shares, pursuant to which the Trustees may agree to sell the Shares to the Distributor or appoint the Distributor their sales agent for the Shares. Such contract shall contain such terms and conditions, if any, as may be prescribed in the By-Laws and such further terms and conditions

not inconsistent with the provisions of this Article III or of the By-Laws as the Trustees may in their discretion determine.

Section 3.2 Advisory or Management Contract. Subject to approval by a Majority Shareholder Vote, the Trustees may from time to time enter into an investment advisory or management contract with another Person (the "Investment Adviser") pursuant to which the Investment Adviser shall agree to furnish to the Trustees management, investment advisory, statistical and research facilities and services, such contract to contain such other terms and conditions, if any, as may be prescribed in the By-Laws and such further terms and conditions not inconsistent with the provisions of this Article III, the By-Laws or applicable law as the Trustees may in their discretion determine, including the grant of authority to the Investment Adviser to determine what securities shall be purchased or sold by the Trust and what portion of its assets shall be uninvested and to implement its determinations by making changes in the Trust's investments.

Section 3.3 Affiliations of Trustees or Officers, Etc. The fact that any Shareholder, Trustee, officer, agent or employee of the Trust is a shareholder, member, director, officer, partner, trustee, employee, manager, adviser or distributor of or for any Person or of or for any parent or affiliate of any Person with which an investment advisory or management contract, principal underwriter or distributor contract or custodian, transfer agent, disbursing agent or similar agency contract may have been or may hereafter be made, or that any such Person, or any parent or affiliate thereof, is a Shareholder of or has any other interest in the Trust, or that any such Person also has any one or more similar contracts with one or more other such Persons, or has other businesses or interests, shall not affect the validity of any such contract made or that may hereafter be made with the Trustees or disqualify any Shareholder, Trustee, officer, agent or

employee of the Trust from voting upon or executing the same or create any liability or accountability to the Trustees, the Trust or the Shareholders, provided that the material facts as to the relationship or interest of any Trustee or officer of the Trust as to such contract or transaction are disclosed or are known to the Trustees or a committee of Trustees and the Trustees, or a committee of Trustees, authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of disinterested Trustees, even if the disinterested Trustees constitute less than a quorum; or the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or known to the Shareholders and the contract is authorized, approved or ratified by a majority of the vote cast by Shareholders entitled to vote other than the vote of Shares owned of record or beneficially by the interested Trustee or officer or by an interested corporation, firm or other entity; or the contract or transaction is fair and reasonable to the Trust. Common or interested Trustees or the Shares owned by them or by an interested corporation, firm or other entity may be counted in determining the presence of a quorum at a meeting of Trustees, or a committee of Trustees, or at a meeting of Shareholders, as the case may be, at which the contract is authorized, approved or ratified.

ARTICLE IV

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 4.1 No Personal Liability of Shareholders, Trustees, Etc. No Shareholder shall be subject to any personal liability whatsoever in connection with Trust Property or the acts, obligations or affairs of the Trust. All Persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust for payment under such credit, contract or claim, and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. The Trustees shall not be responsible or liable in any event for any neglect or

wrongdoing of any officer, employee or agent (including, without limitation, the Investment Adviser, the Distributor, the Custodian and the Transfer Agent) of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee. Nothing in this Declaration shall, however, protect any Trustee, officer, employee or agent of the Trust against any liability to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Section 4.2 Execution of Documents; Notice; Apparent Authority. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration is on file with the Secretary of State of the Commonwealth of Massachusetts and shall recite that the obligations of such instruments are not binding upon any of the Trustees, Shareholders, officers, employees or agents of the Trust individually but are binding only upon the assets and property of the Trust, but the omission thereof shall not operate to bind any Trustees, Shareholders or officers, employees and agents of the Trust individually. No purchaser, lender, Transfer Agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by such officer, employee or agent or make any inquiry concerning or be liable for

the application of money or property paid, loaned or delivered to or on the order of the Trustees or of such officer, employee or agent.

Section 4.3 Indemnification of Trustees, Officers, Etc. The Trust shall indemnify each of its Trustees, officers, employees and agents (including any individual who serves at its request as director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body in which he or she may be or may have been involved as a party or otherwise or with which he or she may be or may have been threatened, while acting as Trustee or as an officer, employee or agent of the Trust or the Trustees, as the case may be, or thereafter, by reason of his or her being or having been such a Trustee, officer, employee or agent, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust, provided that no individual shall be indemnified hereunder against any liability to the Trust or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, and provided further that as to any matter disposed of by settlement or a compromise payment by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such compromise is in the best interests of the Trust and that such Person appears to have acted in good faith in the reasonable belief that his or her action was in the best

interests of the Trust and did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. All determinations that the applicable standards of conduct have been met for indemnification hereunder shall be made by (a) a majority vote of a quorum consisting of disinterested Trustees who are not parties to the proceeding relating to indemnification, or (b) if such a quorum is not obtainable or, even if obtainable, if a majority vote of such quorum so directs, by independent legal counsel in a written opinion, or (c) a Majority Shareholder Vote (excluding Shares owned of record or beneficially by such individual); and provided that as to any matter disposed of without a court determination (i) on the merits that such Trustee, officer, employee or agent was not liable or (ii) that such Person was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, no indemnification shall be provided hereunder unless there has been a determination by independent legal counsel in a written opinion that such Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Trustees may make advance payments in connection with the expense of defending any action with respect to which indemnification might be sought under this Section 4.3, provided that the indemnified Trustee, officer, employee or agent shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he or she is not entitled to such indemnification and provided further that (a) the indemnified Trustee, officer, employee or agent shall provide security for his or her undertaking or (b) the Trust shall be insured against losses arising by reason of lawful advances or
(c) a majority of a quorum of disinterested Trustees or an independent legal counsel in a written opinion shall determine, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe

that an indemnitee ultimately will be found entitled to indemnification. The rights accruing to any Trustee, officer, employee or agent under these provisions shall not exclude any other right to which he or she may be lawfully entitled and shall inure to the benefit of his or her heirs, executors, administrators or other legal representatives.

Section 4.4 Indemnification of Shareholders. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense, including legal expenses reasonably incurred, arising from such liability. The rights accruing to a Shareholder under this Section 4.4 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything contained herein restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.

ARTICLE V

SHARES OF BENEFICIAL INTEREST

Section 5.1 Beneficial Interest. The interest of the beneficiaries hereunder shall be divided into transferable Shares of beneficial interest, with or without par value, as determined by the Trustees. The number of such Shares of beneficial interest authorized hereunder is unlimited. The Trustees shall have the exclusive authority without the requirement of Shareholder approval to establish and designate one or more Classes of Shares as the Trustees deem necessary or desirable. Subject to the rights, preferences and limitations applicable to a specific Class, each Share shall represent an equal proportionate share in the assets of the Trust.

All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split in Shares and any Shares currently Outstanding, shall be fully paid and nonassessable.

Section 5.2 Rights of Shareholders. Shares shall be deemed to be personal property giving only the rights provided in this Declaration. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. The ownership of the Trust Property and the right to conduct any business hereinbefore described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor to entitle the legal representative of such Shareholder to an accounting or to take any action in any court or otherwise against other Shareholders or the Trustees or the Trust Property, but only to the rights of such Shareholder hereunder. The Common Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights.

Section 5.3 Trust Only. The Trust shall be of the type commonly termed a Massachusetts business trust. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relations hip other than a trust. Nothing in

this Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

Section 5.4 Issuance of Shares.

Section 5.4.1 General. The Trustees in their discretion may, from time to time without a vote of the Shareholders, issue Shares, in addition to the then issued and Outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares of the Trust or, if the Shares be divided into Classes, of any Class thereof of the Trust, into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust or in the Trust Property allocated or belonging to such Class.

Section 5.4.2 On Merger or Consolidation. In connection with the acquisition of assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities), businesses or stock of another Person, the Trustees may issue or cause to be issued Shares and accept in payment therefor, in lieu of cash, such assets or businesses at their market value (as determined by the Trustees) or such stock at the market value (as determined by the Trustees) of the assets held by such other Person, either with or without adjustment for contingent costs or liabilities, provided that the funds of the Trust are permitted by law to be invested in such assets, businesses or stock.

Section 5.4.3 Fractional Shares. The Trustees may issue and sell fractions of Shares, to two decimal places (or in the case of Preferred Shares such number of decimal places set forth in the By-Laws), having pro rata all the rights of full Shares of such Class, including, without limitation, the right to vote and to receive dividends and distributions.

Section 5.5 Register of Shares. A register shall be kept at the principal office of the Trust or an office of the Transfer Agent which shall contain the names and addresses of the Shareholders and the number of Shares of a Class held by them respectively and a record of all transfers thereof. Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. Except as provided for as to a specific Class, no Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein or in the By-Laws provided, until he has given his address to the Transfer Agent or such other officer or agent of the Trust as shall keep the said register for entry thereon.

Section 5.6 Common Share Certificates.

Section 5.6.1 General. Each Shareholder shall be entitled to a certificate stating the number of Common Shares he or she owns, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the Chairman of the Board, President or Vice President and by the Treasurer or Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a Transfer Agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue.

In lieu of issuing certificates for Shares, the Trustees or the Transfer Agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.

Section 5.6.2 Loss of Certificates. In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe.

Section 5.6.3 Issuance of New Certificates to Pledgee. A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon.

Section 5.6.4 Discontinuance of Issuance of Certificates. The Trustees may at any time discontinue the issuance of Share certificates and may, by written notice to each Shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust.

Section 5.7 Transfer of Shares. Subject to the terms established for a specific Class, Shares shall be transferable on the records of the Trust upon delivery to the Trust or the Transfer Agent or Agents of appropriate evidence of assignment, transfer, succession or authority to transfer accompanied by any certificate or certificates representing such Shares previously issued to the transferor. Upon such delivery, the transfer shall be recorded on the register of the Trust.

Until such record is made, the Trustees, the Transfer Agent, and the officers, employees and agents of the Trust shall not be entitled or required to treat the assignee or transferee of any Share as the absolute owner thereof for any purpose, and accordingly shall not be bound to recognize any legal, equitable or other claim or interest in such Share on the part of any Person, other than the holder of record, whether or not any of them shall have express or other notice of such claim or interest.

Section 5.8 Voting Powers. The Shareholders shall have power to vote only: (a) for the election of Trustees as provided in Sections 2.5, 2.7 and 2.13 hereof; (b) with respect to any investment advisory or management contract entered into pursuant to Section 3.2 hereof; (c) with respect to any termination of the Trust, as provided in Section 8.1 hereof; (d) with respect to any amendment of this Declaration to the extent and as provided in Section 8.2 hereof; (e) with respect to any merger, consolidation or sale of assets of the Trust as provided in Section 8.3 hereof; (f) with respect to incorporation of the Trust to the extent and as provided in Section 8.4 hereof; (g) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders; and (h) with respect to such additional matters relating to the Trust as may be required by this Declaration or the By-Laws or by reason of the registration of the Trust or the Shares with the Commission or any State or by any applicable law or any regulation or order of the Commission or any State or as the Trustees may consider necessary or desirable. On any matter required or permitted to be voted on by the Shareholders, all Shares then entitled to vote shall be voted in the aggregate as a single class without regard to Class, except (i) when required by this Declaration, the By-Laws (including the provisions thereof establishing the rights of a specific Class of Shares), the 1940

Act, or when the Trustees shall have determined that any matter to be submitted to a vote of the Shareholders affects the rights or interests of the Shareholders of one or more Classes materially differently, Shares shall be voted by each such affected Class individually; and (ii) when the Trustees shall have determined that the matter affects only the interests of one or more Classes, then only the Shareholders of such affected Class shall be entitled to vote thereon. Each Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. The Trustees may, in conjunction with the establishment of any further Classes of Shares, establish conditions under which the several Classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters. Shares may be voted in person or by proxy. Until Shares are issued, the Trustees may exercise all rights of Shareholders (including the right to authorize an amendment to this Declaration under Section 8.2 hereof) and may take any action required by law, the By-Laws or this Declaration to be taken by Shareholders.

Section 5.9 Meetings of Shareholders. An annual meeting of the Shareholders shall be held on the date fixed in the By-Laws for the purpose of reelecting Trustees or electing new Trustees in place of and to succeed those in office at that time or to fill vacancies and, for such other purposes as may be specified by the Trustees. If any such annual meeting shall not be held as above provided, a special meeting may be held in lieu thereof at any time and any business which might have been transacted at such annual meeting may be transacted at such special meeting and for all purposes hereof such special meeting shall be deemed to be an annual meeting duly held as herein provided. Special meetings of the Shareholders may be called at any time by the Chairman of the Board, the President or any vice President of the Trust, or by a

majority of the Trustees for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matters deemed to be necessary or desirable. A special meeting of Shareholders may also be called at any time upon the written request of a holder or the holders of not less than 25% of all of the Common Shares entitled to be voted at such meeting, provided that the Shareholder or Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholder or Shareholders. A majority of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, except that where the By-Laws so require or the Trustees provide that holders of any Class or Classes shall vote as a Class or Classes, then a majority of the aggregate number of Shares of that Class or Classes entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Class or Classes. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a different vote is required by any provision of the By-Laws or this Declaration or, when such a different vote is not specifically provided in this Declaration or the By-Laws, the Trustees shall in their discretion require a different vote or the vote of a majority of different percentage of the Shares of one or more particular Classes, a majority of the Shares voted shall decide any question and a plurality shall elect a Trustee.

Section 5.10 Action Without a Meeting. Any action which may be taken by Shareholders may be taken without a meeting if such proportion of Shareholders as is required to vote for approval of the matter by law, the Declaration or the By-Laws consents to the action in

writing and the written consents are filed with the records of Shareholders' meetings. Such consents shall be treated for all purposes as a vote taken at a Shareholders' meeting.

Section 5.11 Class Designation. Without limiting the authority of the Trustees to establish and designate any further Classes, the Trustees hereby establish a single Class of Shares, designated as the Common Shares. The Trustees may divide the Shares of the Trust into one or more Classes. Any Shares of any further Classes that may from time to time be established and designated by the Trustees, shall be established and designated, and the variations in the relative rights and preferences as between the different Classes shall be fixed and determined by the Trustees; provided, that all Shares shall be identical except for such variations as shall be fixed and determined between different Classes by the Trustees in establishing and designating such Class. Unless otherwise designated by the Trustees in the By-laws or resolutions establishing a Class, the purchase price, the method of determining the net asset value, and the relative liquidation, voting, dividend and other rights and preferences of holders of a Class shall be as set forth in the Trust's Registration Statement on Form N-2 under the Securities Act of 1933 and/or the 1940 Act relating to the issuance of Shares of such Class. To the extent that the Trustees authorize and issue Preferred Shares, they are hereby authorized and empowered to amend or supplement this Declaration, including an amendment or modification to the rights of any Outstanding Shares at the time of such amendment or supplement, as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other persons, all without the approval of Shareholders. Any such supplement or amendment shall be filed as is necessary. The Trustees are also authorized to take such actions and retain such Persons as they see fit to offer and sell such securities.

ARTICLE VI

DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS

Section 6.1 By Whom Determined. The Trustees shall have the power and duty to determine from time to time the net asset value per share of the Common Shares. They may appoint one or more Persons to assist them in the determination of the value of securities in the Trust's portfolio and to make the actual calculations pursuant to their directions. Any determination made pursuant to this Article VI shall be binding on all parties concerned.

Section 6.2 When Determined. The net asset value shall be determined at such times as the Trustees shall prescribe in accordance with the applicable provisions of the 1940 Act and regulations and orders from time to time in effect thereunder. The Trustees may suspend the determination of net asset value to the extent permitted by the 1940 Act or the regulations and orders from time to time in effect thereunder.

Section 6.3 Computation of Per Common Share Net Asset Value.

Section 6.3.1 Net Asset Value Per Common Share. The net asset value of each Common Share as of any particular time shall be the quotient obtained by dividing the value of the net assets of the Trust (determined in accordance with Section 6.3.2) by the total number of outstanding Common Shares.

Section 6.3.2 Value of the Net Assets of the Trust. The value of the net assets of the Trust as of any particular time shall be the value of the Trust's assets less its liabilities, determined and computed as follows:

(1) Trust's Assets. The Trust's assets shall be deemed to include: (A) all cash on hand or on deposit, including any interest accrued thereon, (B) all bills and demand notes and accounts receivable, (C) all securities owned or contracted for by the Trustees, (D) all stock and cash dividends and cash distributions

payable to but not yet received by the Trustees (when the valuation of the underlying security is being determined ex-dividend), (E) all interest accrued on any interest-bearing securities owned by the Trustees (except accrued interest included in the valuation of the underlying security) and (F) all other property of every kind and nature, including prepaid expenses.

(2) Valuation of Assets. The value of such assets is to be determined as follows:

(i) Cash and Prepaid Expenses. The value of any cash on hand and of any prepaid expenses shall be deemed to be their full amount.

(ii) Other Current Assets. The value of any accounts receivable and cash dividends and interest declared or accrued as aforesaid and not yet received shall be deemed to be the full amount thereof, unless the Trustees shall determine that any such item is not worth its full amount. In such case the value of the item shall be deemed to be its reasonable value, as determined by the Trustees.

(iii) Securities and Other Property. A security for which market quotations are readily available which is not subject to restrictions against sale and has a remaining maturity of more than 60 days from the date of valuation shall be valued on the basis of such quotations. Any security which has a remaining maturity of 60 days or less may be valued on the basis of market quotations or may be valued at cost plus earned discount; if such security was acquired with a remaining maturity of more than 60 days, the cost thereof for purposes of such valuation shall be deemed to be

the value on the sixty-first day prior to maturity. Any security for which market quotations are not readily available and any other property the valuation of which is not provided for above, shall be valued at its fair market value as determined in such manner as the Trustees shall from time to time prescribe by resolution. For the purposes of this Article VI, market quotations shall not be deemed to be readily available if in the judgment of the Trustees such quotations, if any, do not afford a fair and adequate basis for valuing holdings of securities of a size normally held by the Trust, whether due to the infrequency or size of the transactions represented by such quotations or otherwise.

(3) Liabilities. The Trust's liabilities shall not be deemed to include any Common Shares and surplus or the liquidation preference of any Preferred Shares, but they shall be deemed to include: (A) all bills and accounts payable, (B) all administrative expenses accrued and unpaid, (C) all contractual obligations for the payment of money or property, including the amount of any declared but unpaid dividends upon Shares and the amount of all income accrued but not paid to Shareholders, (D) all reserves authorized or approved by the Trustees for taxes or contingencies and (E) all other liabilities of whatsoever kind and nature except any liabilities represented by Shares and surplus.

Section 6.4 Interim Determinations. Any determination of net asset value other than as of a close of trading on the New York Stock Exchange may be made either by appraisal or calculation or estimate. Any such calculation or estimate shall be based on changes in market value of representative or selected securities or on changes in recognized market averages

since the last closing appraisal and made in a manner which in the opinion of the Trustees will fairly reflect the changes in the net asset value.

Section 6.5 Outstanding Common Shares. For the purposes of this Article VI, outstanding Common Shares shall mean those Common Shares shown from time to time on the books of the Trust or the Transfer Agent as then issued and outstanding, adjusted as follows:

(a) Common Shares sold shall be deemed to be outstanding Common Shares from the time when the sale is reported to the Trustees or their agents for determining net asset value, but not before (i) an unconditional purchase order therefor has been received by the Trustees (directly or through one of their agents) or by the Principal Underwriter of the Common Shares and the sale price in currency has been determined and (ii) receipt by the Trustees (directly or through one of their agents) of federal funds in the amount of the sale price; and such sale price (net of commission, if any, and any stamp or other tax payable by the Trust in connection with the issue and sale of the Common Shares sold) shall be thereupon deemed to be an asset of the Trust.

(b) Common Shares distributed pursuant to Section 6.6 shall be deemed to be outstanding as of the time that Shareholders who shall receive the distribution are determined.

(c) Common Shares which are subject to repurchase by the Trustees shall be deemed to be outstanding Common Shares up to and including the time as of which the repurchase price is determined. After such time, they shall be deemed to be no longer outstanding Common Shares and the purchase price until paid shall be deemed to be a liability of the Trust.

Section 6.6 Distributions to Shareholders. Subject to the rights, preferences and limitations of any Class of Shares and without limiting the powers of the Trustees under Subsection (f) of Section 2.1 of Article II hereof, the Trustees may at any time and from time to time, as they may determine, allocate or distribute to Shareholders such income and capital gains, accrued or realized, as the Trustees may determine, after providing for actual, accrued or estimated expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with generally accepted accounting practices. Subject to the rights, preferences and limitations of any Class of Shares, the Trustees shall have full discretion to determine which items shall be treated as income and which items as capital and their determination shall be binding upon the Shareholders. Subject to the rights, preferences and limitations of any Class of Shares, such distributions shall be made in cash, property or Common Shares or any combination thereof as determined by the Trustees. Subject to the rights, preferences and limitations of any Class of Shares, any such distribution paid in Common Shares shall be paid at the net asset value thereof as determined pursuant to this Article VI. Subject to the rights, preferences and limitations of any Class of Shares, the Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate. Subject to the rights, preferences and limitations of any Class of Shares, inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books of the Trust, the above provisions shall be interpreted to give the Trustees the power in their discretion to allocate or distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

Section 6.7 Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing provisions of this Article VI, the Trustees may prescribe, in their absolute discretion, such other bases and times for the determination of the per share net asset value of Common Shares as may be permitted by, or as they may deem necessary or desirable to enable the Trust to comply with, any provision of the 1940 Act, any rule or regulation thereunder or any order of exemption issued by the Commission, all as in effect now or as hereafter amended or modified.

ARTICLE VII

CUSTODIAN

Section 7.1 Appointment and Duties. Subject to the 1940 Act and such rules, regulations and orders as the Commission may adopt, the Trustees shall employ a bank or trust company having a capital, surplus and undivided profits of at least $2,000,000 as Custodian with authority as the agent of the Trust, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust:

(a) to hold the securities owned by the Trust and deliver the same upon written order;

(b) to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct; and

(c) to disburse such funds upon orders or vouchers.

The Trustees may also authorize such Custodian as the agent of the Trust (x) to keep the books and accounts of the Trust and furnish clerical and accounting services and (y) to compute the net income and the value of the net assets of the Trust.

The acts and services of the Custodian shall be performed upon such basis of compensation as may be agreed upon by the Trustees and the Custodian. If so directed by a

Majority Shareholder Vote, the Custodian shall deliver and pay over all property of the Trust held by it as specified in such vote.

The Trustees may also authorize the Custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the Custodian and upon such terms and conditions, as may be agreed upon between the Custodian and such sub-custodian and approved by the Trustees, provided that in every case such sub-custodian shall be a bank or trust company organized under the laws of the United States or one of the states thereof and having capital, surplus and undivided profits of at least $2,000,000.

Section 7.2 Action Upon Termination of Custodian Agreement. Upon termination of a Custodian agreement or inability of any Custodian to continue to serve, the Trustees shall promptly appoint a successor Custodian, but in the event that no successor Custodian can be found who has the required qualifications and is willing to serve, the Trustees shall call as promptly as possible a special Shareholders' meeting to determine whether the Trust shall function without a Custodian or shall be liquidated. If so directed by vote of the holders of a majority of the Common Shares outstanding and entitled to vote, the Custodian shall deliver and pay over all Trust Property held by it as specified in such vote.

Section 7.3 Central Certificate System, Etc. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the Custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are

treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

Section 7.4 Acceptance of Receipts in Lieu of Certificates. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the Custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.

ARTICLE VIII

DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.

Section 8.1 Duration and Termination.

(a) Unless terminated as provided herein, the Trust shall continue without limitation of time. Subject to the rights of a specific Class, the Trust may be terminated by the affirmative vote of at least 66 2/3% of the Common Shares outstanding or, when authorized by a Majority Shareholder Vote, by an instrument in writing signed by a majority of the Trustees. Upon the termination of the Trust,

(i) The Trust shall carry on no business except for the purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all

or any part of the remaining Trust Property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business, provided that any sale, conveyance, assignment, exchange, transfer or other disposition of all or substantially all the Trust Property that requires Shareholder approval under Section 8.3 hereof shall receive the approval so required.

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders according to their respective rights.

(b) After termination of the Trust and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Shareholders shall thereupon cease.

Section 8.2 Amendment Procedure.

(a) This Declaration may be amended from time to time by an instrument in writing signed by a majority of the Trustees when authorized by a Majority Shareholder Vote, provided that any amendment having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or

supplementing any defective or inconsistent provision shall not require authorization by the Shareholders. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders.

(b) A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted as aforesaid, or a copy of this Declaration as amended, executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

(c) To the extent that the Trustees authorize and issue Preferred Shares of any Class, they are hereby authorized and empowered to amend or supplement this Declaration, including an amendment or modification to the rights of any Outstanding Shares at the time of such amendment or supplement, as they deem necessary or appropriate, including to comply with the requirements of the 1940 Act or requirements imposed by the rating agencies or other persons, all without the approval of Shareholders.

Section 8.3 Merger, Consolidation and Sale of Assets. Subject to the rights of a specific Class of Shares, the Trust may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property, including its good will, upon such terms and conditions and for such consideration when and as authorized at any Shareholders' meeting called for the purpose by a Majority Shareholder Vote.

Section 8.4 Incorporation. With the approval of a Majority Shareholder Vote and subject to the rights of a specific Class of Shares, the Trustees may cause to be organized or

assist in organizing under the laws of any jurisdiction a corporation or corporations or any other trust, partnership, association or other organization to take over all of the Trust Property or to carry on any business in which the Trust shall directly or indirectly have any interest, and may sell, convey and transfer the Trust Property to any such corporation, trust, partnership, association or other organization in exchange for the shares or securities thereof or otherwise, and may lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or other organization, or any corporation, partnership, trust, association or other organization in which the Trust holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust, partnership, association or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring less than all or substantially all of the Trust Property to such organization or entities.

ARTICLE IX

REPORTS TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the Shareholders a written financial report of the transactions of the Trust, including financial statements which shall at least annually be accompanied by a report thereon of independent public accountants.

ARTICLE X

MISCELLANEOUS

Section 10.1 Filing. This Declaration and any amendment hereto shall be filed with the Secretary of the Commonwealth of Massachusetts and in such other places as may be required under the laws of the Commonwealth of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate. Unless any such amendment sets forth some later time for the effectiveness of such amendment, such amendment shall be effective upon its filing with the Secretary of the Commonwealth of Massachusetts. A restated Declaration, integrating into a single instrument all of the provisions of this Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may hereafter be referred to in lieu of the original Declaration and the various amendments thereto.

Section 10.2 Governing Law. This Declaration is executed by the Trustees and delivered in the Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said Commonwealth.

Section 10.3 Counterparts. This Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

Section 10.4 Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the Trust, appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any

instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any By-Laws adopted by or the identity of any officers elected by the Trustees or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

Section 10.5 Provisions in Conflict with Law or Regulations.

(a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with requirements of the 1940 Act, would be inconsistent with any of the conditions necessary for qualification of the Trust as a regulated investment company under the United States Internal Revenue Code or is inconsistent with other applicable laws and regulations, such provision shall be deemed never to have constituted a part of this Declaration, provided that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration in any jurisdiction.

Section 10.6 Section Headings; Interpretation. Section headings in this Declaration are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. References in this Declaration to "this Declaration" shall be deemed to refer to this Declaration

as from time to time amended, and all expressions such as "hereof", "herein" and "hereunder" shall be deemed to refer to this Declaration and not exclusively to the article or section in which such words appear.

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Declaration of Trust as of this 26th day of August, 2003.

/s/ Dennis S. Aronowitz                     /s/ Maureen Ford Goldfarb
------------------------------------        ------------------------------------
Dennis S. Aronowitz,                        Maureen Ford Goldfarb,
as Trustee and not individually*            as Trustee and not individually*

/s/ Richard P. Chapman, Jr.                 /s/ William F. Glavin
------------------------------------        ------------------------------------
Richard P. Chapman, Jr.,                    William F. Glavin,
as Trustee and not individually*            as Trustee and not individually*

/s/ William J. Cosgrove                     /s/ John A. Moore
------------------------------------        ------------------------------------
William J. Cosgrove,                        John A. Moore,
as Trustee and not individually*            as Trustee and not individually*

/s/ John M. DeCiccio                        /s/ Patti McGill Peterson
------------------------------------        ------------------------------------
John M. DeCiccio,                           Patti McGill Peterson,
as Trustee and not individually*            as Trustee and not individually*

/s/ Richard A. Farrell                      /s/ John W. Pratt
------------------------------------        ------------------------------------
Richard A. Farrell,                         John W. Pratt,
as Trustee and not individually*            as Trustee and not individually*

* The address for each Trustee is 101 Huntington Avenue, Boston, Massachusetts 02199.

EXHIBIT 99(b)

AMENDED AND RESTATED

BY-LAWS

OF

JOHN HANCOCK INVESTORS TRUST

DATED DECEMBER 6, 1996
AS AMENDED AND RESTATED ON
AUGUST 26, 2003

Table of Contents

                                                                                                                       Page
                                                                                                                       ----
ARTICLE I           DEFINITIONS...................................................................................       1

ARTICLE II          OFFICES.......................................................................................       1
         Section 2.1.  Principal Office...........................................................................       1
         Section 2.2.  Other Offices..............................................................................       1

ARTICLE III         SHAREHOLDERS..................................................................................       1
         Section 3.1.  Meetings...................................................................................       1
         Section 3.2.  Annual Meetings............................................................................       1
         Section 3.3.  Notice of Meetings.........................................................................       1
         Section 3.4.  Record Date for Meetings and Other Purposes................................................       2
         Section 3.5.  Proxies....................................................................................       2
         Section 3.6.  Abstentions and Broker Non-Votes...........................................................       2
         Section 3.7.  Quorum.....................................................................................       3
         Section 3.8.  Action at Meeting..........................................................................       3
         Section 3.9.  Action without Meeting.....................................................................       3
         Section 3.10. Inspection of Records......................................................................       3
         Section 3.11. Special Meetings...........................................................................       3
         Section 3.12. Nominations and Proposals by Shareholders..................................................       6

ARTICLE IV          TRUSTEES......................................................................................       8
         Section 4.1.  Meetings of the Trustees...................................................................       8
         Section 4.2.  Quorum and Manner of Acting................................................................       8

ARTICLE V           COMMITTEES....................................................................................       8
         Section 5.1.  Executive and Other Committees.............................................................       8
         Section 5.2.  Meetings, Quorum and Manner of Acting......................................................       9

ARTICLE VI          OFFICERS......................................................................................       9
         Section 6.1.  General Provisions.........................................................................       9
         Section 6.2.  Election, Term of Office and Qualifications................................................       9
         Section 6.3.  Removal....................................................................................       9
         Section 6.4.  Powers and Duties of the Chairman..........................................................      10
         Section 6.5.  Powers and Duties of the Vice Chairman.....................................................      10
         Section 6.6.  Powers and Duties of the President.........................................................      10
         Section 6.7.  Powers and Duties of Vice Presidents.......................................................      10
         Section 6.8.  Powers and Duties of the Treasurer.........................................................      10
         Section 6.9.  Powers and Duties of the Secretary.........................................................      10
         Section 6.10. Powers and Duties of Assistant Officers....................................................      11
         Section 6.11. Powers and Duties of Assistant Secretaries.................................................      11
         Section 6.12. Compensation of Officers and Trustees and Members
                        of the Advisory Board.....................................................................      11

                                                                                                                       Page
                                                                                                                       ----
ARTICLE VII         SHARES OF BENEFICIAL INTEREST................................................................       11
         Section 7.1.  Share certificates........................................................................       11
         Section 7.2.  Transfers of Pledged Shares...............................................................       11
         Section 7.3.  Regulations...............................................................................       12
         Section 7.4.  Lost, Destroyed or Mutilated Certificates.................................................       12

ARTICLE VIII        TERMS OF AUCTION PREFERRED SHARES............................................................       12
         Section 8.1.  Designation...............................................................................       12
         Section 8.2.  Definitions...............................................................................       13
         Section 8.3.  Investment Company Act Preferred Share Asset Coverage and Preferred Shares Basic
                       Maintenance Amount Coverage. .............................................................       38
         Section 8.4.  Dividends.................................................................................       41
         Section 8.5.  Liquidation Rights........................................................................       48
         Section 8.6.  Redemption................................................................................       49
         Section 8.7.  Voting Rights.............................................................................       53
         Section 8.8.  Other Restrictions........................................................................       57
         Section 8.9.  Auction Procedures........................................................................       60

ARTICLE IX          TERMS OF COMMON SHARES.......................................................................       72
         Section 9.1.  Designation...............................................................................       72
         Section 9.2.  Common Shares.............................................................................       72

ARTICLE X           FISCAL YEAR..................................................................................       73

ARTICLE XI          SEAL.........................................................................................       73

ARTICLE XII         SUFFICIENCY AND WAIVERS OF NOTICE............................................................       73

ARTICLE XIII        AMENDMENTS...................................................................................       73

AMENDED AND RESTATED

BY-LAWS OF

JOHN HANCOCK INVESTORS TRUST

AUGUST 26, 2003

The Amended and Restated By-Laws (the "By-Laws") of the John Hancock Investors Trust (the "Trust") have been adopted pursuant to the authority granted by Section 2.10 of the Trust's Amended and Restated Declaration of Trust (the "Declaration of Trust") dated August 26, 2003 and filed in the Office of the Secretary of The Commonwealth of Massachusetts.

ARTICLE I

DEFINITIONS

All capitalized terms have the respective meanings given them in the Declaration of Trust, as amended or restated from time to time.

ARTICLE II

OFFICES

Section 2.1. Principal Office. Until changed by the Trustees, the principal office of the Trust shall be in Boston, Massachusetts.

Section 2.2. Other Offices. The Trust may have offices in such other places without as well as within The Commonwealth of Massachusetts as the Trustees may from time to time determine.

ARTICLE III

SHAREHOLDERS

Section 3.1. Meetings. Meetings of the Shareholders of the Trust or a Series or Class thereof shall be held as provided in the Declaration of Trust or required by the 1940 Act at such place within or without The Commonwealth of Massachusetts as the Trustees shall designate.

Section 3.2. Annual Meetings. The annual meeting of the Shareholders of the Trust for the election of Trustees and the transaction of other proper business shall be held on a date, not a legal holiday, and at a time and place to be set annually by resolution of the Trustees.

Section 3.3. Notice of Meetings. Notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail or telegraphic means to each Shareholder at his address as recorded on the register of the Trust mailed at least seven (7) days before the meeting, provided, however, that notice of a meeting need not be given to a Shareholder to whom such notice need not be given under the proxy rules of the

Commission under the 1940 Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any adjourned meeting may be held as adjourned without further notice. No notice need be given to any Shareholder who shall have failed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

Section 3.4. Record Date for Meetings and Other Purposes. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding sixty (60) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than ninety (90) days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determination of the persons to be treated as Shareholders of record for such purposes, except for dividend payments which shall be governed by the Declaration of Trust.

Section 3.5. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. A proxy shall be deemed signed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting or telegraphic transmission) by the Shareholder or the Shareholder's attorney-in-fact. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. Each whole share shall be entitled to one vote as to any matter on which it is entitled by the Declaration of Trust to vote and fractional shares shall be entitled to a proportionate fractional vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy, including a photographic or similar reproduction thereof and a telegram, cablegram, wireless or similar transmission thereof, purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such Share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such Share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. The placing of a Shareholder's name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder.

Section 3.6. Abstentions and Broker Non-Votes. Outstanding Shares represented in person or by proxy (including Broker Non-Votes and Shares which abstain with respect to one or more proposals presented for Shareholder approval) will be counted for purposes of determining whether a quorum is present at a meeting. Except as otherwise provided by law, abstentions will be treated as Shares that are present and entitled to vote for purposes of determining the number

of Shares that are present and entitled to vote with respect to any particular proposal, but will not be counted as a vote cast on such proposal. A "Broker Non-Vote" occurs if a broker or nominee holding Shares in "street name" indicates on the proxy that it does not have discretionary authority to vote as to a particular proposal. For avoidance of any doubt, Broker Non-Votes shall not include preferred shares which the broker is permitted to proportionately vote in accordance with applicable law or rules of a national securities exchange. Except as otherwise provided by law, Broker Non-Votes will be treated as present and entitled to vote for purposes of determining the number of Shares that are present and entitled to vote with respect to such proposal, but will not be counted as a vote cast on such proposal.

Section 3.7. Quorum. Except as otherwise provided by law, the Trust's Declaration of Trust or these By-laws, the holders of a majority of the Shares issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Trustees in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 3.8. Action at Meeting. When a quorum is present at any meeting, any matter other than the election of Trustees to be voted upon by the Shareholders at such meeting shall be decided by the vote of the holders of Shares having a majority of the votes cast by the holders of all of the Shares present or represented and voting on such matter (or if there are two or more classes of shares entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the shares of that class present or represented and voting on such matter), except when a different vote is required by law, the Trust's Declaration of Trust or these By-laws. When a quorum is present at any meeting, any election by Shareholders of Trustees shall be determined by a plurality of the votes cast by the Shareholders entitled to vote on the election.

Section 3.9. Action without Meeting. For as long as there are under one hundred fifty (150) shareholders, any action which may be taken by Shareholders may be taken without a meeting if a majority of Outstanding Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust, or the By-laws) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 3.10. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.

Section 3.11. Special Meetings.

(a) Special meetings of the Shareholders may be called at any time by the Chairman, the President or the Trustees. Subject to subsection (c) of this Section 3.11, a special meeting of Shareholders shall also be called by the Secretary of the Trust upon the written request of the Shareholders entitled to cast the percentage of the outstanding votes specified in the Declaration of Trust and only if the Shareholder is seeking to call a meeting on a matter with respect to

which the Shareholders are entitled to vote under the Declaration of Trust without prior action by the Trustees.

(b) Any Shareholder of record seeking to have Shareholders request a special meeting shall, by sending written notice to the Secretary (the "Record Date Request Notice") by registered mail, return receipt requested, request the Trustees to fix a record date to determine the Shareholders entitled to request a special meeting (the "Requested Record Date"). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on, shall be signed by one or more Shareholders of record as of the date of signature (or their duly authorized agents), shall bear the date of signature of each such Shareholder (or other agent) and shall set forth all information relating to each such Shareholder that must be disclosed in solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and the rules thereunder. Upon receiving the Record Date Request Notice, the Trustees may fix a Requested Record Date. The Requested Record Date shall not precede and shall not be more than ten (10) days after the close of business on the date on which the resolution fixing the Requested Record Date is adopted by the Trustees. If the Trustees, within thirty
(30) days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Requested Record Date and make a public announcement of such Requested Record Date, the Requested Record Date shall be the close of business on the 30th after the first date on which the Record Date Request Notice is received by the Secretary.

(c) In order for any Shareholder to request a special meeting, one or more written requests for a special meeting signed by Shareholders of record (or their duly authorized agents) as of the Requested Record Date entitled to cast the percentage of the outstanding shares specified in the Declaration of Trust (the "Special Meeting Percentage") of all of the votes entitled to be cast at such meeting (the "Special Meeting Request") shall be delivered to the Secretary. In addition, the Special Meeting Request shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to the matters set forth in the Record Date Request Notice received by the Secretary), shall bear the date of signature of each such Shareholder (or other agent) signing the Special Meeting Request, shall set forth the name and address, as they appear in the Trust's books, of each Shareholder signing such request (or on whose behalf the Special Meeting Request is signed) and the class and number of shares of the Trust which are owned of record and beneficially by each such Shareholder, shall be sent to the Secretary by registered mail, return receipt requested, and shall be received by the Secretary within sixty (60) days after the Requested Record Date. Any requesting Shareholder may revoke his, her or its request for a special meeting at any time by written revocation delivered to the Secretary.

(d) The Secretary shall inform the requesting Shareholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Trust's proxy materials). The Secretary shall not be required to call a special meeting upon Shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraphs (b) and (c) of this Section 3.11, the Secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the special meeting.

(e) Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the President, Chairman or Trustees, whoever has called the meeting. In the case of any special meeting called by the Secretary upon the request of Shareholders (a "Shareholder Requested Meeting"), such meeting shall be held at such place, date and time as may be designated by the Trustees; provided, however, that the date of any Shareholder Requested Meeting shall be not more than ninety (90) days after the record date for such meeting (the "Meeting Record Date"); and provided further that if the Trustees fail to designate, within thirty (30) days after the date that a valid Special Meeting Request is actually received by the Secretary (the "Delivery Date"), a date and time for a Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m. Eastern Time on the 90th day after the Delivery Date or, if such 90th day is not a business day, on the first preceding business day; and provided further that in the event that the Trustees fail to designate a place for a Shareholder Requested Meeting within thirty (30) days after the Delivery Date, then such meeting shall be held at the principal executive offices of the Trust. In fixing a date for any special meeting, the President, Chairman or Trustees may consider such factors as he, she, or they deem(s) relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for a meeting and any plan of the Trustees to call an annual meeting or a special meeting. In the case of any Shareholder Requested Meeting, if the Trustees fail to fix a Meeting Record Date that is a date within thirty (30) days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date.

(f) If at any time as a result of written revocations of requests for the special meeting, Shareholders of record (or their duly authorized agents) as of the Requested Record Date shall have delivered and not revoked requests for a special meeting, the Secretary may refrain from mailing the notice of the meeting or, if the notice of the meeting has been mailed, the Secretary may revoke the notice of the meeting at any time before ten (10) days prior to the meeting if the Secretary has first sent to all other requesting Shareholders written notice of such revocation and of intention to revoke the notice of the meeting. Any request for a special meeting received after a revocation by the Secretary of a notice of a meeting shall be considered a request for a new special meeting.

(g) The Chairman, the President or the Trustees may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the Secretary. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the Secretary until the earlier of (i) five (5) business days after receipt by the Secretary of such purported request and (ii) such date as the independent inspectors certify to the Trust that the valid requests received by the Secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing contained in this paragraph (g) shall in any way be construed to suggest or imply that the Trust or any Shareholder shall not be entitled to contest the validity of any request, whether during or after such five (5) business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 3.12. Nominations and Proposals by Shareholders.

(a) Annual Meetings of Shareholders. Nominations of persons for election as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Trust's notice of meeting, (ii) by or at the direction of the Trustees or
(iii) by any Shareholder of the Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 3.12(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.12(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to this Section 3.12(a), the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust and such other business must otherwise be a proper matter for action by Shareholders. To be timely, a Shareholder's notice must be delivered to the Secretary at the principal executive office of the Trust by not later than the close of business on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than thirty
(30) days from the anniversary date of the mailing of the notice for the preceding year's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by the Trust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above. A Shareholder's notice to be proper must set forth (i) as to each person whom the Shareholder proposes to nominate for election or reelection as a trustee (A) the name, age, business address and residence address of such person, (B) the class and number of shares of stock of the Trust that are beneficially owned or owned of record by such person and (C) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected); (ii) as to any other business that the Shareholder proposes to bring before the meeting, a description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or proposal is made, (x) the name and address of such Shareholder, as they appear on the Trust's stock ledger and current name and address, if different, and of such beneficial owner, and (y) the class and number of shares of the Trust which are owned beneficially and of record by such Shareholder and such beneficial owner. Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 3.12 to the contrary, in the event that the number of trustees to be elected to the Board of Trustees is increased and there is no public announcement by the Trust of such action

or specifying the size of the increased Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting, a Shareholder's notice required by this Section 3.8(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if the notice is delivered to the Secretary at the principal executive offices of the Trust not later than the close of business on the 10th day immediately following the day on which such public announcement is first made by the Trust.

(b) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the special meeting pursuant to the Trust's notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust's notice of meeting, (ii) by or at the direction of the Trustees or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time of giving of notice provided for in this Section 3.12(b) and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.12(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust's notice of meeting, if the Shareholder's notice containing the information required by this Section 3.12(b) shall have been delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above.

(c) General. Only such persons who are nominated by the Board of Trustees and in accordance with the procedures set forth in this Section 3.12 shall be eligible to serve as trustee, and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 3.12. The chairman of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 3.12 and, if any proposed nomination or other business is not in compliance with this Section 3.12, to declare that such nomination or proposal shall be disregarded. For purposes of this Section 3.12, (a) the "date of mailing of the notice" shall mean the date of the proxy statement for the solicitation of proxies for election of trustees and (b) "public announcement" shall mean disclosure (i) in a press release either transmitted to the principal securities exchange on which Shares of the Trust's common stock are traded or reported by a recognized news service or (ii) in a document publicly filed by the Trust with the Commission.

(d) Compliance with State and Federal Law. Notwithstanding the foregoing provisions of this Section 3.12, a Shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the

matters set forth in this Section 3.12. Nothing in this Section 3.12 shall be deemed to affect any right of a Shareholder to request inclusion of a proposal in, nor the right of the Trust to omit a proposal from, the Trust's proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

ARTICLE IV

TRUSTEES

Section 4.1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, the Chairman or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be mailed to each Trustee at least two days before the meeting, or shall be given by telephone, cable, wireless, facsimile or electronic means to each Trustee at his business address, or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone conference circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall be deemed to have been held at a place designated by the Trustees at the meeting. Participation in a telephone conference meeting shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a majority of the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees' meetings. Such consents shall be treated as a vote for all purposes.

Section 4.2. Quorum and Manner of Acting. A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of Trust or these By-laws)
the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE V

COMMITTEES

Section 5.1. Executive and Other Committees. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two (2) members to hold office at the pleasure of the Trustees, which shall have the power

to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers which by law, the Declaration of Trust or these By-laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

Section 5.2. Meetings, Quorum and Manner of Acting. The Trustees may
(1) provide for stated meetings of any Committee, (2) specify the manner of calling and notice required for special meetings of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet by means of a telephone conference circuit.

The Executive Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept in the office of the Trust.

ARTICLE VI

OFFICERS

Section 6.1. General Provisions. The officers of the Trust shall be a Chairman, a President, a Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents.

Section 6.2. Election, Term of Office and Qualifications. The officers of the Trust (except those appointed pursuant to Section 6.10) shall be elected by the Trustees. Except as provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the Trustees shall hold office at the pleasure of the Trustees. Any two or more offices may be held by the same person. The Chairman of the Board shall be selected from among the Trustees and may hold such office only so long as he/she continues to be a Trustee. Any Trustee or officer may be but need not be a Shareholder of the Trust.

Section 6.3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer with or without cause, by a vote of a majority of the Trustees then in office. Any officer or agent appointed by an officer or committee may be removed with or without cause by such appointing officer or committee.

Section 6.4. Powers and Duties of the Chairman. The Chairman shall preside at the meetings of the Shareholders and of the Trustees. He may call meetings of the Trustees and of any committee thereof whenever he deems it necessary. He shall be the Chief Executive Officer of the Trust and shall have, with the President, general supervision over the business and policies of the Trust.

Section 6.5. Powers and Duties of the Vice Chairman. The Trustees may, but need not, appoint one or more Vice Chairman of the Trust. A Vice Chairman shall be an executive officer of the Trust and shall have the powers and duties of a Vice President of the Trust as provided in Section 6.7 of this Article VI. The Vice Chairman shall perform such duties as may be assigned to him or her from time to time by the Trustees or the Chairman.

Section 6.6. Powers and Duties of the President. The President shall preside at all meetings of the Shareholders in the absence of the Chairman. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their respective spheres as provided by the Trustees, he shall at all times exercise general supervision over the business and policies of the Trust. He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties, as from time to time may be conferred upon or assigned to him by the Trustees.

Section 6.7. Powers and Duties of Vice Presidents. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees, shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him from time to time by the Trustees and the President.

Section 6.8. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds of the Trust which may come into his hands to such Custodian as the Trustees may employ. He shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and he shall in general perform all the duties incident to the office of a Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 6.9. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholders in proper books provided for that purpose; he shall have custody of the seal of the Trust; he shall have charge of the Share transfer books, lists and records unless the same are in the charge of a transfer agent. He shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-laws and as required by law; and subject to these By-laws, he shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Trustees.

Section 6.10. Powers and Duties of Assistant Officers. In the absence or disability of the Treasurer, any officer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each officer shall perform such other duties as from time to time may be assigned to him by the Trustees. Each officer performing the duties and exercising the powers of the Treasurer, if any, and any Assistant Treasurer, shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 6.11. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him by the Trustees.

Section 6.12. Compensation of Officers and Trustees and Members of the Advisory Board. Subject to any applicable provisions of the Declaration of Trust, the compensation of the officers and Trustees and members of an advisory board shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he is also a Trustee.

ARTICLE VII

SHARES OF BENEFICIAL INTEREST

Section 7.1. Share certificates. The Trustees may issue Shares either in certificated or uncertificated form, and if they have issued Shares in certificated form, they may, by written notice to the holders of such Shares, require the surrender of their certificates to the Trust for cancellation, which surrender and cancellation shall not affect the ownership of such Shares. For any Shares issued without certificates, the Trust or its transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of such Shares as if they had received certificates therefor and shall be held to have expressly assented and agreed to the terms hereof and of the Declaration of Trust. For any Shares for which the Trustees shall issue certificates, each holder of such Shares shall be entitled to a certificate stating the number of Shares owned by him in such form as shall be prescribed from time to time by the Trustees. The certificates representing Shares shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and sealed with the seal of the Trust. Any or all of the signatures or the seal of the Trust on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate which shall have ceased to be such officer, transfer agent or registrar before such certificate shall be issued, it may be issued by the Trust with the same effect as if such officer, transfer agent or registrar were still in office at the date of issue.

Section 7.2. Transfers of Pledged Shares. Unless otherwise provided herein, a pledgee of Shares pledged as collateral security shall be entitled to a new certificate in his name as pledgee, in the case of certificated Shares, or to be registered as the holder in pledge of such

Shares in the case of uncertificated Shares; provided, that the instrument of pledge substantially describes the debt or duty that is intended to be secured thereby. Any such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, and any such registration of uncertificated Shares shall be in a form which indicates that the registered holder holds such Shares in pledge. After such issue or registration, and unless and until such pledge is released, such pledgee and his successors and assigns shall alone be entitled to the rights of a Shareholder, and entitled to vote such Shares.

Section 7.3. Regulations. The Trustees may make such additional rules and regulations, not inconsistent with these By-Laws, as they may deem expedient concerning the issue, transfer and registration of certificates for Shares of the Trust. They may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for Shares to bear the signature or signatures of any of them.

Section 7.4. Lost, Destroyed or Mutilated Certificates. The holder of any certificates representing Shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of such certificate, and the Trust may issue a new certificate in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Trustees may, in their discretion, require such owner or his legal representative to give to the Trust a bond in such sum, limited or unlimited, and in such form and with such surety or sureties, as the Trustees in their absolute discretion shall determine, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate or issuance of a new certificate.

ARTICLE VIII

TERMS OF AUCTION PREFERRED SHARES

Section 8.1. Designation.

(a) Pursuant to authority expressly vested in the Board of Trustees by the Declaration of Trust, the Board of Trustees authorizes the establishment, designation and issuance of an unlimited number of shares of a class of the Trust's Preferred Shares, which class is designated as the Trust's Auction Preferred Shares (the "Auction Preferred Shares"). The Auction Preferred Shares shall be issuable in such series as are designated from time to time in these By-Laws and shall have the preferences, voting powers, restrictions, limitations as to dividends, qualifications, terms and conditions of redemption, and other rights and limitations set forth in this Article VIII.

(b) (i) Auction Preferred Shares, Series A: An unlimited number of Auction Preferred Shares, without par value, liquidation preference $25,000 per Auction Preferred Share plus accumulated but unpaid dividends, if any, thereon (whether or not earned or declared), is hereby designated "Auction Preferred Shares, Series A." Each share of Auction Preferred Shares, Series A (sometimes referred to herein as "Series A APS") may be issued on a date to be determined by the

Board of Trustees of the Trust or pursuant to their delegated authority; have an Initial Dividend Rate and an Initial Dividend Payment Date as shall be determined in advance of the issuance thereof by the Board of Trustees of the Trust or pursuant to their delegated authority and have such other preferences as provided herein or as may be determined in advance of the issuance thereof by the Board of Trustees or pursuant to their delegated authority. The Series A APS shall constitute a separate series of Auction Preferred Shares, and each share of Series A APS shall be identical.

(ii) Auction Preferred Shares, Series B: An unlimited number of Auction Preferred Shares, without par value, liquidation preference $25,000 per Auction Preferred Share plus accumulated but unpaid dividends, if any, thereon (whether or not earned or declared), is hereby designated "Auction Preferred Shares, Series B." Each share of Auction Preferred Shares, Series B (sometimes referred to herein as "Series B APS") may be issued on a date to be determined by the Board of Trustees of the Trust or pursuant to their delegated authority; have an Initial Dividend Rate and an Initial Dividend Payment Date as shall be determined in advance of the issuance thereof by the Board of Trustees of the Trust or pursuant to their delegated authority and have such other preferences as provided herein or as may be determined in advance of the issuance thereof by the Board of Trustees or pursuant to their delegated authority. The Series B APS shall constitute a separate series of Auction Preferred Shares, and each share of Series B APS shall be identical.

(c) The preferences, voting powers restrictions, limitations as to dividends, qualifications, terms and conditions of redemption, and other rights and limitations of the shares of the Auction Preferred Shares, Series A, Auction Preferred Shares, Series B, and each other series of APS now or hereafter described in these By-Laws are or shall be as set forth in these By-Laws. No fractional APS shall be issued.

Section 8.2. Definitions.

Unless the context or use indicates another or different meaning, the following terms shall have the following meanings, whether used in the singular or plural:

(a) "AA Financial Composite Commercial Paper Rate" on any date means (i) (A) the Interest Equivalent of the 30-day rate (for Dividend Periods fewer than or equal to 31 days), the 60-day rate (for Dividend Periods greater than 31 days but fewer than or equal to 61 days) and the 90-day rate (for Dividend Periods greater than 61 days but fewer than or equal to 91 days) on commercial paper on behalf of issuers whose corporate bonds are rated AA by S&P, or the equivalent of such rating by another Rating Agency, as announced by the Federal Reserve Bank of New York for the close of business on the Business Day immediately preceding such date; and (B) for Dividend Periods greater than 91 days but fewer than 184 days, the rate described in clause (ii) below; or (ii) if the Federal Reserve Bank of New York does not make available such a rate, or with respect to Dividend Periods greater than 91 days but fewer than 184 days, then the arithmetic average of the Interest Equivalent of such rates on commercial paper placed on behalf of

such issuers, as quoted on a discount basis or otherwise by the Commercial Paper Dealers to the Auction Agent for the close of business on the Business Day immediately preceding such date (rounded to the next highest one-thousandth (0.001) of 1%). If any Commercial Paper Dealer does not quote a rate required to determine the "AA Financial Composite Commercial Paper Rate", such rate shall be determined on the basis of the quotations (or quotation) furnished by the remaining Commercial Paper Dealers (or Dealer), if any, or, if there are no such Commercial Paper Dealers, by the Auction Agent.

For purposes of this definition, (A) "Commercial Paper Dealers" shall mean (1) UBS Securities LLC; (2) in lieu of any thereof, its respective affiliate or successor; and (3) in the event that any of the foregoing shall cease to quote rates for commercial paper of issuers of the sort described above, in substitution therefor, a nationally recognized dealer in commercial paper of such issuers then making such quotations selected by the Trust, and (B) "Interest Equivalent" of a rate stated on a discount basis for commercial paper of a given number of days' maturity shall mean a number equal to the quotient (rounded upward to the next higher one-thousandth (0.001) of 1%) of (1) such rate expressed as a decimal, divided by (2) the difference between (x) 1.00 and (y) a fraction, the numerator of which shall be the product of such rate expressed as a decimal, multiplied by the number of days in which such commercial paper shall mature and the denominator of which shall be 360.

(b) "Adviser" means the Trust's investment adviser, John Hancock Advisers, LLC.

(c) "Affected Series" has the meaning specified in Section 8.7(b)(i).

(d) "Affiliate" means any Person known to the Auction Agent to be controlled by, in control of, or under common control with, the Trust.

(e) "Agent Member" means a member of, or participant in, the Securities Depository that will act on behalf of a Beneficial Owner of one or more APS or on behalf of a Potential Beneficial Owner.

(f) "Annual Valuation Date" means the last Business Day of each fiscal year of the Trust.

(g) "Applicable Percentage" means the percentage determined based on the credit rating assigned to the series of APS on such date by Moody's as follows:

Moody's Credit Rating               Applicable Percentage
---------------------               ---------------------
         Aaa                                125%
      Aa3 to Aa1                            150%
       A3 to A1                             200%
     Baa3 to Baa1                           250%
      Below Baa3                            300%

The Applicable Percentage as so determined shall be further subject to upward but not downward adjustment in the discretion of the Board of Trustees after consultation with

the Broker-Dealers, provided that immediately following any such increase the Trust would be in compliance with the Preferred Shares Basic Maintenance Amount. The Trust shall take all reasonable action necessary to enable Moody's to provide a rating for each series of APS. If Moody's shall not make such a rating available, the Trust shall select another Rating Agency to act as a Substitute Rating Agency. Notwithstanding the foregoing, the Trust shall not be required to have more than one Rating Agency provide a rating for any series of the APS.

(h) "Applicable Rate" means the rate per annum at which cash dividends are payable on a series of APS for any Dividend Period.

(i) "APS" means the Series A APS and the Series B APS.

(j) "Auction" means a periodic operation of the Auction Procedures.

(k) "Auction Agent" means Deutsche Bank Trust Company Americas unless and until another commercial bank, trust company or other financial institution appointed by a resolution of the Board of Trustees or a duly authorized committee thereof enters into an agreement with the Trust to follow the Auction Procedures for the purpose of determining the Applicable Rate and to act as transfer agent, registrar, dividend disbursing agent and redemption agent for the APS.

(l) "Auction Date" with respect to any series of APS and any Rate Period means the Business Day immediately preceding the first day of such Rate Period.

(m) "Auction Procedures" means the procedures set forth in Section 8.9.

(n) "Auditor's Confirmation" has the meaning specified in Section 8.3(d).

(o) "Available APS" has the meaning specified in Section 8.9(c)(i)(A).

(p) "Beneficial Owner" means a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer (or, if applicable, the Auction Agent) as a holder of APS or a Broker-Dealer that holds APS for its own account.

(q) "Bid" and "Bids" have the respective meanings specified in
Section 8.9(a)(i)(C).

(r) "Bidder" and "Bidders" have the respective meanings specified in Section 8.9(a)(i)(C); provided, however, that neither the Trust nor any affiliate thereof shall be permitted to be a Bidder in an Auction, except that any Broker-Dealer that is an affiliate of the Trust may be a Bidder in an Auction, but only if the Orders placed by such Broker-Dealer are not for its own account.

(s) "Board of Trustees" means the Board of Trustees of the Trust.

(t) "Broker-Dealer" means any broker-dealer, or other entity permitted by law to perform the functions required of a Broker-Dealer in Section 8.9, that has been selected

by the Trust and has entered into a Broker-Dealer Agreement with the Auction Agent that remains effective.

(u) "Broker-Dealer Agreement" means an agreement between the Auction Agent and a Broker-Dealer pursuant to which such Broker-Dealer agrees to follow the procedures specified in Section 8.9.

(v) "Business Day" means a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday or other day on which commercial banks in The City of New York are required or authorized by law to close.

(w) "Closing Transactions" has the meaning set forth in Section 8.8(b)(iv)(A).

(x) "Code" means the Internal Revenue Code of 1986, as amended from time to time. Each reference herein to a section of the Code shall be deemed to include the United States Treasury Regulations in effect thereunder and applicable to the APS or the use of proceeds thereof, and also includes all applicable amendments or successor provisions unless the context requires otherwise.

(y) "Commercial Paper Dealers" has the meaning set forth in the definition of " `AA' Financial Composite Commercial Paper Rate."

(z) "Common Shares" means the shares of beneficial interest designated as common shares, no par value, of the Trust.

(aa) "Cure Date" means the Preferred Shares Basic Maintenance Cure Date or the Investment Company Act Cure Date.

(bb) "Date of Original Issue" means, with respect any series of APS, the date on which the Trust first issues such share.

(cc) "Deposit Securities" means cash and portfolio securities rated at least A2 (having a remaining maturity of 12 months or less), P-1, VMIG-1 or MIG-1 by Moody's or A (having a remaining maturity of 12 months or less), A-1+ or SP-1+ by S&P.

(dd) "Discount Factor" means a "Moody's Discount Factor."

(ee) "Discounted Value" of any asset of the Trust means, with respect to a Moody's Eligible Asset, the quotient of the Market Value thereof divided by the applicable Moody's Discount Factor.

(ff) "Dividend Payment Date" means, with respect to APS, any date on which dividends are payable for shares of such series pursuant to
Section 8.4(a)(iv).

(gg) "Dividend Period" means, with respect to the APS, the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for such shares and any period thereafter from and including one Dividend Payment Date for such shares to but excluding the next succeeding Dividend Payment Date for such shares.

(hh) "Eligible Asset" means Moody's Eligible Asset (if Moody's is then rating the APS) and/or any asset included in the calculations used by any Rating Agency then rating the APS for purposes of determining such Rating Agency's rating on the APS, as applicable.

(ii) "Existing Holder" means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

(jj) "Exposure Period" on a Valuation Date means the period commencing on such date and ending 42 days thereafter, as such exposure period may be modified by resolution of the Board of Trustees and without amending the By-Laws of the Trust; provided, however, that the Trust shall have received confirmation in writing from the Rating Agency that any such modification shall not adversely affect such Rating Agency's then-current rating of the APS.

(kk) "Failure to Deposit," means, with respect to shares of a series of APS, a failure by the Trust to pay to the Auction Agent, not later than 12:00 noon, New York City time, (A) on the Business Day immediately preceding any Dividend Payment Date for shares of such series, in funds available on such Dividend Payment Date in the City of New York, New York, the full amount of any dividend (whether or not earned or declared) to be paid on such Dividend Payment Date on any share of such series or (B) on the Business Day immediately preceding any redemption date in funds available on such redemption date for shares of such series in the City of New York, New York, the Redemption Price to be paid on such redemption date for any share of such series after Notice of Redemption is mailed pursuant to Section 8.6; provided, however, that the foregoing clause (B) shall not apply to the Trust's failure to pay the Redemption Price with respect to APS when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

(ll) "Holder" means an individual or entity in whose name an outstanding Share of the APS is registered on the Share Books.

(mm) "Hold Order" and "Hold Orders" have the respective meanings specified in Section 8.9(a)(i)(C).

(nn) "Independent Accountant" means a nationally recognized accounting firm that is, with respect to the Trust, an independent certified public accountant under the Securities Act of 1933, as amended, and serving as such for the Trust.

(oo) "Initial Rate Period" with respect to shares of a series of APS, means the period from the Date of Initial Issuance to and including the day immediately prior to the Dividend Payment Date for the Initial Rate Period specified with respect to shares of such series in Section 8.4(a).

(pp) "Investment Company Act" means the Investment Company Act of 1940, as amended from time to time.

(qq) "Investment Company Act Cure Date," with respect to the failure by the Trust to maintain the Investment Company Act Preferred Share Asset Coverage (as required by Section 8.3(a) as of the last Business Day of each month, means the last Business Day of the following month.

(rr) "Investment Company Act Preferred Share Asset Coverage" means asset coverage, as defined in Section 18(h) of the Investment Company Act, of at least 200% with respect to all outstanding senior securities of the Trust which are shares of beneficial interest including all outstanding APS (or such other asset coverage as may in the future be specified in or under the Investment Company Act as the minimum asset coverage for senior securities which are shares or stock of a closed-end investment company as a condition of declaring dividends on its common shares or stock).

(ss) "Late Charge" has the meaning specified in Section 8.4(b)(ii)(B).

(tt) "Liens" means any material lien, mortgage, pledge, security interest or security agreement of any kind.

(uu) "Long Term Dividend Period" means a Special Dividend Period consisting of a specific period of one whole year or more but not greater than five years.

(vv) "Market Value" means the price determined by a pricing service acceptable to the Rating Agency and which (i) with respect to an investment which is listed on an exchange or traded over-the-counter and quoted on the NASDAQ System, the last sale price on the day of valuation (using prices as of the close of trading) or, if there has been no sale that day, the last bid price reported on the day of valuation or, if not a Business Day, the last bid price reported as of the close of business on the preceding Business Day, (ii) with respect to an investment which is not listed on an exchange or quoted on the NASDAQ System, either (A) the market value thereof determined by a Pricing Service or (B) the lower of the bid prices, as of the close of business on the Business Day immediately preceding the date of determination, quoted (at least one of such quotes being in writing) to the Trust by two or more members of the National Association of Securities Dealers, Inc. making a market in such investment at the time. By resolution of the Board of Trustees and without amending the By-Laws of the Trust, the calculation of Market Values may be made on bases other than those set forth above if the Rating Agency has advised the Trust in writing that the revised method of calculation of Market Values would not adversely affect its then-current rating of the Preferred Shares, provided that the Trust shall cause to be made available a written statement setting forth such revised method for inspection by the Holders at the principal executive office of the Trust.

(ww) "Maximum Applicable Rate" means, with respect to APS for any Dividend Period, the Applicable Percentage of the Reference Rate. The Auction Agent will round each applicable Maximum Applicable Rate to the nearest one-thousandth (0.001) of one percent per annum, with any such number ending in five ten-thousandths of one percent being rounded upwards to the nearest one-thousandth (0.001) of one percent.

(xx) "Minimum Rate Period" means a period of seven (7) Rate Period days.

(yy) "Moody's" means Moody's Investors Service, Inc. or any successor thereto.

(zz) "Moody's Discount Factor" means, for purposes of determining the Discounted Value of any Moody's Eligible Asset, the percentage determined as follows:

(i) Preferred Stock with cumulative dividends: The Moody's Discount Factor for preferred stock shall be: Aaa 150%, Aa 155%, A 160%, Baa 165%, Ba 196%, B 216%, < B and Not Rated 250%, for auction rate preferred stocks 350%. For investment grade DRD preferreds 165%, and non-investment grade DRD preferreds 216%. Preferred securities that have a 144A classification, the discount factor will be multiplied 120% for purposes of calculating the Discounted Value.

(ii) Corporate Debt Securities: The percentage determined by reference to the rating on such asset with reference to the remaining term to maturity of such asset, in accordance with the table set forth below.

TERMS TO MATURITY OF CORPORATE DEBT                                                               BELOW B AND
            SECURITY (1)                 AAA        AA        A       BAA        BA       B       UNRATED (2)
-----------------------------------      ---        --        -       ---        --       -       -----------
1 year or less.....................      109%       112%     115%     118%       137%    150%         250%

2 years or less (but longer than 1
year)..............................      115        118      122      125        146     160          250

3 years or less (but longer than 2
years).............................      120        123      127      131        153     168          250

4 years or less (but longer than 3
years).............................      126        129      133      138        161     176          250

5 years or less (but longer than 4
years).............................      132        135      139      144        168     185          250

7 years or less (but longer than 5
years).............................      139        143      147      152        179     197          250

10 years or less (but longer than
7 years)...........................      145        150      155      160        189     208          250

15 years or less (but longer than
10 years)..........................      150        155      160      165        196     216          250

20 years or less (but longer than
15 years)..........................      150        155      160      165        196     228          250

30 years or less (but longer than
20 years)..........................      150        155      160      165        196     229          250

Greater than 30 years..............      165        173      181      189        205     240          250

(2) Unless conclusions regarding liquidity risk as well as estimates of both the probability and severity of default for the corporation's assets can be derived from other sources as well as combined with a number of sources as present by the corporation to Moody's, securities rated below B by Moody's and unrated securities, which are securities rated by neither Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate debt security is unrated by Moody's, S&P or Fitch, the Trust will use the percentage set forth under "Below B and Unrated" in the corporate debt table above. Ratings assigned by S&P or Fitch are generally accepted by Moody's at face value. However, adjustments to face value may be made to particular categories of credits for which the S&P and/or Fitch rating does not seem to approximate a Moody's rating equivalent. Split rated securities assigned by S&P and Fitch will be accepted at the lower of the two ratings.

For corporate debt securities that do not pay interest in U.S. dollars, the Trust will contact Moody's to obtain the applicable currency conversion rate.

(iii) U.S. Government Securities and U.S. Treasury Strips:

                                                         U.S. GOVERNMENT AND
                                                          AGENCY SECURITIES              U.S. TREASURY STRIPS
          REMAINING TERM TO MATURITY                       DISCOUNT FACTOR                 DISCOUNT FACTOR
          --------------------------                     -------------------             --------------------
1 year or less..............................                   107%                             107%
2 years or less (but longer than 1 year)....                   113                              115
3 years or less (but longer than 2 years)...                   118                              121
4 years or less (but longer than 3 years)...                   123                              128
5 years or less (but longer than 4 years)...                   128                              135
7 years or less (but longer than 5 years)...                   135                              147
10 years or less (but longer than 7 years)..                   141                              163
15 years or less (but longer than 10 years).                   146                              191
20 years or less (but longer than 15 years).                   154                              218
30 years or less (but longer than 20 years).                   154                              244

(iv) Short-Term Instruments and Cash: The Moody's Discount Factor applied to short-term portfolio securities, including without limitation short-term corporate debt securities, Short Term Money Market Instruments and short-term municipal debt obligations, will be (A) 100%, so long as such portfolio securities mature or have a demand feature at par exercisable within the Moody's Exposure Period; (B) 115%, so long as such portfolio securities do not mature within the Moody's Exposure Period or have a demand feature at par not exercisable within the Moody's Exposure Period; and (C) 125%, if such securities are not rated by Moody's, so long as such portfolio securities are rated at least A-1+/AA or SP-1+/AA by S&P and mature or have a demand feature at par exercisable within the Moody's Exposure Period. A Moody's Discount Factor of 100% will be applied to cash. Moody's rated 2a-7 money market funds will also have a Discount Factor of 100%.

(v) Rule 144A Securities: The Moody's Discount Factor applied to Rule 144A Securities for Rule 144A Securities whose terms include rights to registration under the Securities Act within one year and Rule 144A Securities

which do not have registration rights within one year will be 120% and 130%, respectively, of the Moody's Discount Factor which would apply were the securities registered under the Securities Act.

(vi) Convertible Securities (including Convertible Preferred Securities:

     Moody's Rating               Utility   Industrial   Financial       Transportation
---------------------------------------------------------------------------------------
 Aaa                               162%        256%         233%              250%
 Aa                                167%        261%         238%              265%
 A                                 172%        266%         243%              275%
 Baa                               188%        282%         259%              285%
 Ba                                195%        290%         265%              290%
 B                                 199%        293%         270%              295%
 Below B and Unrated (1)           300%        300%         300%              300%

(vii) Common Stock: The following Discount Factors will be applied to the Common Stock holdings:

Common Stocks                       Utility          Industrial        Financial
-------------                       -------          ----------        ---------
7 week exposure period               170%              264%              241%

(viii) Common Stock and Preferred Stock of REITs and Other Real Estate Companies:

                                                                           Moody's Discount Factor (1)(2)(3)
-----------------------------------------------------------------------------------------------------------
Common Stock of REITs                                                                     154%
-----------------------------------------------------------------------------------------------------------
Preferred Stock of REITs
     with senior implied Moody's (or S&P) rating:                                         154%
     without senior implied Moody's (or S&P) rating:                                      208%
-----------------------------------------------------------------------------------------------------------
Preferred Stock of other real estate companies
     with senior implied Moody's (or S&P) rating:                                         208%
     without senior implied Moody's (or S&P) rating:                                      250%
-----------------------------------------------------------------------------------------------------------

(2) A Moody's Discount Factor of 250% will be applied if dividends on such securities have not been paid consistently (either quarterly or annually) over the previous three years, or for such shorter time period that such securities have been outstanding.

(3) A Moody's Discount Factor of 250% will be applied if the market capitalization (including common stock and preferred stock) of an issuer is below $500 million.

(ix) Debt Securities of REITs and Other Real Estate Companies:

                                                                Moody's Rating
---------------------------------------------------------------------------------------------------------------
                                                                                                       Below B
                                                                                                         and
Term to maturity                             Aaa       Aa        A         Baa      Ba         B       Unrated(1)
---------------------------------------------------------------------------------------------------------------
1 year or less                               109%      112%      115%      118%     137%      150%      250%
---------------------------------------------------------------------------------------------------------------
2 years or less (but longer than 1 year)     115       118       122       125      146       160       250
---------------------------------------------------------------------------------------------------------------
3 years or less (but longer than 2 years)    120       123       127       131      153       168       250
---------------------------------------------------------------------------------------------------------------
4 years or less (but longer than 3 years)    126       129       133       138      161       176       250
---------------------------------------------------------------------------------------------------------------
5 years or less (but longer than 4 years)    132       135       139       144      168       185       250
---------------------------------------------------------------------------------------------------------------
7 years or less (but longer than 5 years)    139       143       147       152      179       197       250
---------------------------------------------------------------------------------------------------------------
10 years or less (but longer than 7 years)   145       150       155       160      189       208       250
---------------------------------------------------------------------------------------------------------------
15 years or less (but longer than 10 years)  150       155       160       165      196       216       250
---------------------------------------------------------------------------------------------------------------
20 years or less (but longer than 15 years)  150       155       160       165      196       228       250
---------------------------------------------------------------------------------------------------------------
30 years or less (but longer than 20 years)  150       155       160       165      196       229       250
---------------------------------------------------------------------------------------------------------------
Greater than 30 years                        165       173       181       189      205       240       250
---------------------------------------------------------------------------------------------------------------

(1) Unless conclusions regarding liquidity risk as well as estimates of both the probability and severity of default for a corporation's assets can be derived from other sources, securities rated below B by Moody's and unrated securities, which are securities rated by neither Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a corporate, municipal or other debt security is unrated by Moody's, S&P or Fitch, the Trust will use the percentage set forth under "Below B and Unrated" in this table. Ratings assigned by S&P or Fitch are generally accepted by Moody's at face value. However, adjustments to face value may be made to particular categories of credits for which the S&P and/or Fitch rating does not seem to approximate a Moody's rating equivalent. Split rated securities assigned by S&P and Fitch will be accepted at the lower of the two ratings.

(x) Bank Loans: The Moody's Discount Factor applied to bank loans means Senior Loans(1) with outstanding amounts greater than $250 million(2).

                                                                                Caa and Split
Split Baa and Ba                     Split Ba, B and Split B                 Caa incl. Distressed
----------------                     -----------------------                 --------------------
        136%                                  149%                                   256%

(1) Non-senior loans to be discounted using the above factors plus 10%.

(2) Loans with outstandings less than $250 million accorded discounts above plus incremental discount of 20%.

(xi) Asset-Backed and Mortgage-Backed Securities: The Moody's Discount Factor applied to asset-backed securities shall be 131%. The Moody's Discount Factor applied to collateralized mortgage obligations, planned amortization class bonds and targeted amortization class bonds shall be determined by reference to the weighted average life of the security in accordance with the table set forth below.

      Remaining Term to Maturity                      Moody's Discount Factor
      --------------------------                      -----------------------
3 Year or less                                                 133%
7 years or less (but longer than 3 years)                      142
10 years or less (but longer than 7 years)                     158
20 years or less (but longer than 10 years)                    174

The Moody's Discount Factor applied to residential mortgage pass-throughs (including private-placement mortgage pass-throughs) shall be determined by reference to the coupon paid by such security in accordance with the table set forth below.

  Coupon              Moody's Discount Factor
  ------              -----------------------
    5%                        166%
    6%                        162
    7%                        158
    8%                        154
    9%                        151
   10%                        148
   11%                        144
   12%                        142
   13%                        139
adjustable                    165

The Moody's Discount Factor applied to fixed-rate pass-through that are not rated by Moody's and are serviced by a servicer approved by Moody's shall be determined by reference to the table in the following paragraph (relating to whole loans).

The Moody's Discount Factor applied to whole loans shall be determined by reference to the coupon paid by such security in accordance with the table set forth below.

Coupon                 Moody's Discount Factor
------                 -----------------------
  5%                             172%
  6%                             167
  7%                             163
  8%                             159
  9%                             155
 10%                             151
 11%                             148

   12%                            145
   13%                            142
adjustable                        170

(xii) Municipal debt obligations: The Moody's Discount Factor applied to municipal debt obligations shall be the percentage determined by reference to the rating on such asset and the shortest Exposure Period set forth opposite such rating that is the same length as or is longer than the Moody's Exposure Period, in accordance with the table set forth below:

Exposure Period                Aaa      Aa        A       Baa     MIG-1 (1)     MIG-1 (2)    Unrated (3)
---------------                ---      --        -       ---     ---------     ---------    -----------
7 weeks                        151%     159%     160%     173%      135%          148%         225%

8 weeks or less (but greater   154      161      168      176       137           149          231
than seven weeks)

9 weeks or less (but greater   158      163      170      177       138           150          240
than eight weeks)

(2) Municipal debt obligations not rated by Moody's but rated equivalent to MIG-1, VMIG-1 or P-1 by S&P and Fitch that have a maturity greater than 49 days.

(3) Unless conclusions regarding liquidity risk as well as estimates of both the probability and severity of default for the municipal issuer's assets can be derived from other sources as well as combined with a number of sources as presented by the Trust to Moody's securities rated below Baa by Moody's and unrated securities, which are securities rated by neither Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a municipal debt security is unrated by Moody's, S&P or Fitch, the Trust will use the percentage set forth under "Unrated" in this table. Ratings assigned by S&P or Fitch are generally accepted by Moody's at face value. However, adjustments to face value may be made to particular categories of credits for which the S&P and/or Fitch rating does not seem to approximate a Moody's rating equivalent. Split rated securities assigned by S&P and Fitch will be accepted at the lower of the two ratings.

By resolution of the Board of Trustees and without amending the By-Laws of the Trust or otherwise submitting such resolution for Shareholder approval,
(i) the Moody's Discount Factors may be changed from those set forth above and
(ii) additional Moody's Discount Factors may be established for other Eligible Assets if, in each case, the Rating Agency has advised the Trust in writing that such change or addition would not adversely affect its then-current rating of the Auction Preferred Shares, provided that the Trust shall cause to be made available a written statement setting forth the Moody's Discount Factors, as changed or as supplemented, for inspection by the Holders at the principal executive office of the Trust.

(aaa) "Moody's Eligible Assets" means:

(i) Cash (including interest and dividends due on assets rated (A) Baa3 or higher by Moody's if the payment date is within five Business Days of the Valuation Date, (B) A2 or higher if the payment date is within thirty days of the Valuation Date, and (C) A1 or higher if the payment date is within Moody's Exposure Period) and receivables for Moody's Eligible Assets sold if

the receivable is due within five Business Days of the Valuation Date, and if the trades which generated such receivables are (A) settled through clearing house firms with respect to which the Trust has received prior written authorization from Moody's or (B) (1) with counterparties having Moody's long-term debt rating of at least Baa3 or (2) with counterparties having a Moody's Short Term Money Market Instrument rating of at least P-1;

(ii) Short Term Money Market Instruments, so long as (A) such securities are rated at least P-1, (B) in the case of demand deposits, time deposits and overnight funds, the supporting entity is rated at least A2, or (C) in all other cases, the supporting entity (1) is rated A2 and the security matures within one month, (2) is rated A1 and the security matures within three months or (3) is rated at least Aa3 and the security matures within six months. In addition, Moody's rated 2a-7 money market funds are also eligible investments.

(iii) U.S. Government Securities and U.S. Treasury Strips;

(iv) Rule 144A Securities;

(v) Senior Loans and other bank loans approved by Moody's; and

(vi) Corporate debt securities if (A) such securities are rated B3 or higher by the Rating Agency; (B) such securities provide for the periodic payment of interest in cash in U.S. dollars or euros, except that such securities that do not pay interest in U.S. dollars or euros shall be considered Eligible Assets if they are rated by Moody's or S&P; (C) for securities which provide for conversion or exchange at the option of the issuer into equity capital at some time over their lives, the issuer must be rated at least B3 by Moody's; (D) for debt securities rated Ba1 and below, no more than 10% of the original amount of such issue may constitute Moody's Eligible Assets; (E) such securities have been registered under the Securities Act or are restricted as to resale under federal securities laws but are eligible for resale pursuant to Rule 144A under the Securities Act as determined by the Trust's investment manager or portfolio manager acting pursuant to procedures approved by the Board of Trustees, except that such securities that are not subject to U.S. federal securities laws shall be considered Moody's Eligible Assets if they are publicly traded; and (F) such securities that not subject to extended settlement.

Notwithstanding the foregoing limitations, (x) pending Moody's approval, the Trust may receive credit for corporate debt securities not rated at least B3 by Moody's or not rated by Moody's shall be considered to be Moody's Eligible Assets provided that the corporate debt securities were rated B3 at the time of purchase (includes securities whose ratings were withdrawn); and further provided that the aggregate credit for this exception category may not exceed 10% of Moody's Eligible Assets; and (y) corporate debt securities rated by neither Moody's nor S&P shall be considered to be Moody's Eligible Assets only to the extent such securities are issued by entities which (i) have not filed for bankruptcy

within the past three years, (ii) are current on all principal and interest in their fixed income obligations, (iii) are current on all preferred stock dividends, and (iv) possess a current, unqualified auditor's report without qualified, explanatory language.

(vii) Preferred stocks if (A) dividends on such preferred stock are cumulative, (B) such securities provide for the periodic payment of dividends thereon in cash in U.S. dollars or euros and do not provide for conversion or exchange into, or have warrants attached entitling the holder to receive, equity capital at any time over the respective lives of such securities, (C) the issuer of such a preferred stock has common stock listed on either the New York Stock Exchange or the American Stock Exchange, (D) the issuer of such a preferred stock has a senior debt rating from Moody's of Baa1 or higher or a preferred stock rating from Moody's of Baa3 or higher and (E) such preferred stock has paid consistent cash dividends in U.S. dollars or euros over the last three years or has a minimum rating of A1 (if the issuer of such preferred stock has other preferred issues outstanding that have been paying dividends consistently for the last three years, then a preferred stock without such a dividend history would also be eligible). In addition, the preferred stocks must have the following diversification requirements: (X) the preferred stock issue must be greater than $50 million and (Y) the minimum holding by the Trust of each issue of preferred stock is $500,000 and the maximum holding of preferred stock of each issue is $5 million. In addition, preferred stocks issued by transportation companies will not be considered Moody's Eligible Assets.

(viii) Common stocks (i) which (A) are traded on a nationally recognized stock exchange or in the over-the-counter market, (B) if cash dividend paying, pay cash dividends in US dollars and (C) may be sold without restriction by the corporation; provided, however, that (y) common stock which, while a Moody's Eligible Asset owned by the Trust, ceases paying any regular cash dividend will no longer be considered a Moody's Eligible Asset until 71 days after the date of the announcement of such cessation, unless the issuer of the common stock has senior debt securities rated at least A3 by Moody's and (z) the aggregate Market Value of the Trust's holdings of the common stock of any issuer in excess of 4% in the case of utility common stock and 6% in the case of non-utility common stock of the aggregate Market Value of the Trust's holdings shall not be Moody's Eligible Assets, (ii) which are securities denominated in any currency other than the US dollar or securities of issuers formed under the laws of jurisdictions other than the United States, its states and the District of Columbia for which there are dollar-denominated American Depository Receipts ("ADRs") or their equivalents which are traded in the United States on exchanges or over-the-counter and are issued ---- by banks formed under the laws of the United States, its states or the District of Columbia or (iii) which are securities of issuers formed under the laws of jurisdictions other than the United States (and in existence for at least five years) for which no ADRs are traded; provided, however, that the aggregate Market Value of the Trust's holdings of securities denominated in currencies other than the US dollar and ADRs in excess of (A) 6% of the aggregate Market

Value of the Outstanding shares of common stock of such issuer thereof or (B) 10% of the Market Value of the Trust's Moody's Eligible Assets with respect to issuers formed under the laws of any single such non-U.S. jurisdiction other than Australia, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland and the United Kingdom, shall not be a Moody's Eligible Asset;

(ix) Asset-backed and mortgage-backed securities:

(A) Asset-backed securities if (1) such securities are rated at least Aa3 by Moody's or at least AA- by S&P or Fitch, (2) the securities are part of an issue that is $250 million or greater, or the issuer of such securities has a total of $500 million or greater of asset-backed securities outstanding at the time of purchase of the securities by the Trust and (3) the expected average life of the securities is not greater than 4 years;

(B) Collateralized mortgage obligations ("CMOs"), including CMOs with interest rates that float at a multiple of the change in the underlying index according to a pre-set formula, provided that any CMO held by the Trust (1) has been rated Aaa by Moody's or AAA by S&P or Fitch, (2) does not have a coupon which floats inversely, (3) is not portioned as an interest-only or principal-only strip and (4) is part of an issuance that had an original issue size of at least $100 million;

(C) Planned amortization class bonds ("PACs") and targeted amortization class bonds ("TACs") provided that such PACs or TACs are (1) backed by certificates of either the Federal National Mortgage Association ("FNMA"), the Government National Mortgage Association ("GNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC") representing ownership in single-family first lien mortgage loans with original terms of 30 years, (2) part of an issuance that had an original issue size of at least $10 million,
(3) part of PAC or TAC classes that have payment priority over other PAC or TAC classes, (4) if TACs, TACs that do not support PAC classes, and (5) if TACs, not considered reverse TACs (i.e., do not protect against extension risk);

(D) Consolidated senior debt obligations of Federal Home Loan Banks ("FHLBs"), senior long-term debt of the FNMA, and consolidated systemwide bonds and FCS Financial Assistance Corporation Bonds of Federal Farm Credit Banks ("FFCBs") (collectively, "FHLB, FNMA and FFCB Debentures"), provided that such FHLB, FNMA and FFCB Debentures are (1) direct issuance corporate debt rated Aaa by Moody's, (2) senior debt obligations backed by the FHLBs, FFCBs or FNMA, (3) part of an issue entirely denominated in U.S. dollars and (4) not callable or exchangeable debt issues;

(E) Mortgage pass-throughs rated at least Aa by Moody's and pass-throughs issued prior to 1987 (if rated AA by S&P and based on fixed-rate mortgage loans) by Travelers Mortgage Services, Citicorp Homeowners, Citibank, N.A., Sears Mortgage Security or RFC - Salomon Brothers Mortgage Securities, Inc., provided that

certificates must evidence a proportional, undivided interest in specified pools of fixed or adjustable rate mortgage loans, secured by a valid first lien, on one- to four-family residential properties and (2) the securities are publicly registered (not issued by FNMA, GNMA or FHLMC);

(F) Private-placement mortgage pass-throughs provided that (1)
certificates represent a proportional undivided interest in specified pools of fixed-rate mortgage loans, secured by a valid first lien, on one- to four-family residential properties, (2) documentation is held by a trustee or independent custodian, (3) pools of mortgage loans are serviced by servicers that have been approved by FNMA or FHLMC and funds shall be advanced to meet deficiencies to the extent provided in the pooling and servicing agreements creating such certificates, and (4) pools have been rated Aa or better by Moody's; and

(G) Whole loans (e.g., direct investments in mortgages)
provided that (1) at least 65% of such loans (a) have seasoning of no less than 6 months, (b) are secured by single-family detached residences, (c) are owner-occupied primary residences, (d) are secured by a first-lien, fully-documented mortgage, (e) are neither currently delinquent (30 days or more) nor delinquent during the preceding year, (f) have loan-to-value ratios of 80% or below, (g) carry normal hazard insurance and title insurance, as well as special hazard insurance, if applicable, (h) have original terms to maturity not greater than 30 years, with at least one year remaining to maturity, (i) have a minimum of $10,000 remaining principal balance, (j) for loans underwritten after January 1, 1978, FNMA and/or FHLMC forms are used for fixed-rate loans, and (k) such loans are whole loans and not participations;
(2) for loans that do not satisfy the requirements set forth in the foregoing clause (1), (a) non-owner occupied properties represent no greater than 15% of the aggregate of either the adjustable-rate pool or the fixed-rate pool, (b) multi-family properties (those with five or more units) represent no greater than 15% of the aggregate of either the adjustable-rate pool or the fixed-rate pool, (c) condominiums represent no greater than 10% of the aggregate of either the adjustable-rate pool or the fixed-rate pool, and any condominium project must be 80% occupied at the time the loan is originated, (d) properties with loan-to-value ratios exceeding 80% represent no greater than 25% of the aggregate of either the adjustable-rate pool or the fixed-rate pool and the portion of the mortgage on any such property that exceeds a loan-to-value ratio of 80% is insured with Primary Mortgage Insurance from an insurer rated at least Baa3 by Moody's and (e) loan balances in excess of the current FHLMC limit plus $75,000 represent no greater than 25% of the aggregate of either the adjustable-rate pool or the fixed-rate pool, loan balances in excess of $350,000 represent no greater than 10% of the aggregate of either the adjustable-rate pool or the fixed-rate pool, and loan balances in excess of $1,000,000 represent no greater than 5% of the aggregate of either the adjustable-rate pool or the fixed-rate pool; (3) no greater than 5% of the pool of loans is concentrated in any one zip code; (4) the pool of loans contains at least 100 loans or $2 million in loans per servicer;
(5) for adjustable-rate mortgages ("ARMs"), (a) any ARM is indexed to the National Cost of Funds index, the 11th District Cost of Funds index, the 1-year Treasury or the 6-month Treasury, (b) the margin over the given index is between 0.15% and 0.25% for either cost-of-funds index and between 0.175% and

0.325% for Treasuries, (c) the maximum yearly interest rate increase is 2%, (d) the maximum life-time interest rate increase is 6.25% and (e) ARMs may include Federal Housing Administration and Department of Veterans Affairs loans; (6) for "teaser" loans,
(a) the initial discount from the current ARM market rate is no greater than 2%, (b) the loan is underwritten at the market rate for ARMs, not the "teaser" rate, and (c) the loan is seasoned six months beyond the "teaser" period.

(x) Any municipal debt obligation that (A) pays interest in cash, (B) does not have a Moody's rating, as applicable, suspended by Moody's, and (C) is part of an issue of municipal debt obligations of at least $5,000,000, except for municipal debt obligations rated below A by Moody's, in which case the minimum issue size is $10,000,000;

(xi) Structured Notes and rated TRACERs; and TRAINS;

(xii) Financial contracts, as such term is defined in
Section 3(c)(2)(B)(ii) of the 1940 Act, not otherwise provided for in this definition but only upon receipt by the Trust of a letter from Moody's specifying any conditions on including such financial contract in Moody's Eligible Assets and assuring the Trust that including such financial contract in the manner so specified would not affect the credit rating assigned by Moody's to the APS.

Additionally, in order to merit consideration as a Moody's Eligible Asset, securities should be issued by entities which:

- Have not filed for bankruptcy with the past year

- Are current on all principle and interest in their fixed income obligations

- Are current on all preferred stock dividends

- Possess a current, unqualified auditor's report without qualified, explanatory language.

The table below establishes maximum limits for inclusion of corporate bonds and preferred stocks except convertibles and common stocks as Moody's Eligible Assets prior to applying Moody's Discount Factors to eligible securities:

                                 Maximum Single          Maximum Single           Minimum Issue Size
Ratings(1)                        Issuer(2,3)             Industry(3,4)           ($ in million) (5)
----------                       --------------         ---------------           ------------------
Aaa                                  100%                  100%                       $100
Aa                                    20                    60                         100
A                                     10                    40                         100
Baa, Com. St.                          6                    20                         100
Ba                                     4                    12                          50(6)
B1-B2                                  3                     8                          50(6)
B3 or below                            2                     5                          50(6)

(1) Refers to the preferred stock and senior debt rating of the portfolio holding.

(2) Companies subject to common ownership of 25% or more are considered as one issuer.

(3) Percentages represent a portion of the aggregate Market Value of the portfolio.

(4) Industries are determined according to Moody's Industry Classifications, as defined herein.

(5) Except for preferred stock, which has a minimum issue size of $50 million.

(6) Portfolio holdings from issues ranging from $50 million to $100 million and are limited to 20% of the Trust's total assets.

Where the Trust sells an asset and agrees to repurchase such asset in the future, the Discounted Value of such asset will constitute a Moody's Eligible Asset and the amount the Trust is required to pay upon repurchase of such asset will count as a liability for the purposes of the Preferred Shares Basic Maintenance Amount. Where the Trust purchases an asset and agrees to sell it to a third party in the future, cash receivable by the Trust thereby will constitute a Moody's Eligible Asset if the long-term debt of such other party is rated at least A2 by Moody's and such agreement has a term of 30 days or less; otherwise the Discounted Value of such purchased asset will constitute a Moody's Eligible Asset. For the purposes of calculation of Moody's Eligible Assets, portfolio securities which have been called for redemption by the issuer thereof shall be valued at the lower of Market Value or the call price of such portfolio securities.

Notwithstanding the foregoing, an asset will not be considered a Moody's Eligible Asset to the extent that it (i) has been irrevocably deposited for the payment of (i)(A) through (i)(E) under the definition of Preferred Shares Basic Maintenance Amount or to the extent it is subject to any Liens, except for (A) Liens which are being contested in good faith by appropriate proceedings and which Moody's has indicated to the Trust will not affect the status of such asset as a Moody's Eligible Asset, (B) Liens for taxes that are not then due and payable or that can be paid thereafter without penalty, (C) Liens to secure payment for services rendered or cash advanced to the Trust by its investment manager or portfolio manager, the Trust's custodian, transfer agent or registrar or the Auction Agent and (D) Liens arising by virtue of any repurchase agreement, or (ii) has been segregated against obligations of the Fund in connection with an outstanding derivative transaction.

(bbb) "Moody's Hedging Transactions" has the meaning set forth in
Section 8.8.

(ccc) "Moody's Industry Classification" means, for the purposes of determining Moody's Eligible Assets, each of the following industry classifications (or such other classifications as Moody's may from time to time approve for application to the APS):

1. Aerospace and Defense: Major Contractor, Subsystems, Research, Aircraft Manufacturing, Arms, Ammunition

2. Automobile: Automobile Equipment, Auto-Manufacturing, Auto Parts Manufacturing, Personal Use Trailers, Motor Homes, Dealers

3. Banking: Bank Holding, Savings and Loans, Consumer Credit, Small Loan, Agency, Factoring, Receivables

4. Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and Liquors, Distributors, Soft Drink Syrup, Bottlers, Bakery, Mill Sugar, Canned Foods, Corn

Refiners, Dairy Products, Meat Products, Poultry Products, Snacks, Packaged Foods, Distributors, Candy, Gum, Seafood, Frozen Food, Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil

5. Buildings and Real Estate: Brick, Cement, Climate Controls, Contracting, Engineering, Construction, Hardware, Forest Products (building-related only), Plumbing, Roofing, Wallboard, Real Estate, Real Estate Development, REITs, Land Development

6. Chemicals, Plastics and Rubber: Chemicals (non-agricultural), Industrial Gases, Sulphur, Plastics, Plastic Products, Abrasives, Coatings, Paints, Varnish, Fabricating Containers

7. Packaging and Glass: Glass, Fiberglass, Containers made of:
Glass, Metal, Paper, Plastic, Wood or Fiberglass

8. Personal and Non-Durable Consumer Products (Manufacturing Only): Soaps, Perfumes, Cosmetics, Toiletries, Cleaning Supplies, School Supplies

9. Diversified/Conglomerate Manufacturing

10. Diversified/Conglomerate Service

11. Diversified Natural Resources, Precious Metals and Minerals:

Fabricating, Distribution

12. Ecological: Pollution Control, Waste Removal, Waste Treatment and Waste Disposal

13. Electronics: Computer Hardware, Electric Equipment, Components, Controllers, Motors, Household Appliances, Information Service Communication Systems, Radios, TVs, Tape Machines, Speakers, Printers, Drivers, Technology

14. Finance: Investment Brokerage, Leasing, Syndication, Securities

15. Farming and Agriculture: Livestock, Grains, Produce, Agriculture Chemicals, Agricultural Equipment, Fertilizers

16. Grocery: Grocery Stores, Convenience Food Stores

17. Healthcare, Education and Childcare: Ethical Drugs, Proprietary Drugs, Research, Health Care Centers, Nursing Homes, HMOs, Hospitals, Hospital Supplies, Medical Equipment

18. Home and Office Furnishings, Housewares, and Durable Consumer Products: Carpets, Floor Coverings, Furniture, Cooking, Ranges

19. Hotels, Motels, Inns and Gaming

20. Insurance: Life, Property and Casualty, Broker, Agent, Surety

21. Leisure, Amusement, Motion Pictures, Entertainment: Boating, Bowling, Billiards, Musical Instruments, Fishing, Photo Equipment, Records, Tapes, Sports, Outdoor Equipment (Camping), Tourism, Resorts, Games, Toy Manufacturing, Motion Picture Production Theaters, Motion Picture Distribution

22. Machinery (Non-Agricultural, Non-Construction, Non-Electronic): Industrial, Machine Tools, Steam Generators

23. Mining, Steel, Iron and Non-Precious Metals: Coal, Copper, Lead, Uranium, Zinc, Aluminum, Stainless Steel, Integrated Steel, Ore Production, Refractories, Steel Mill Machinery, Mini-Mills, Fabricating, Distribution and Sales of the foregoing

24. Oil and Gas: Crude Producer, Retailer, Well Supply, Service and Drilling

25. Printing, Publishing, and Broadcasting: Graphic Arts, Paper, Paper Products, Business Forms, Magazines, Books, Periodicals, Newspapers, Textbooks, Radio, T.V., Cable Broadcasting Equipment

26. Cargo Transport: Rail, Shipping, Railroads, Rail-car Builders, Ship Builders, Containers, Container Builders, Parts, Overnight Mail, Trucking, Truck Manufacturing, Trailer Manufacturing, Air Cargo, Transport

27. Retail Stores: Apparel, Toy, Variety, Drugs, Department, Mail Order Catalog, Showroom

28. Telecommunications: Local, Long Distance, Independent, Telephone, Telegraph, Satellite, Equipment, Research, Cellular

29. Textiles and Leather: Producer, Synthetic Fiber, Apparel Manufacturer, Leather Shoes

30. Personal Transportation: Air, Bus, Rail, Car Rental

31. Utilities: Electric, Water, Hydro Power, Gas

32. Diversified Sovereigns: Semi-sovereigns, Canadian Provinces, Supra-national Agencies

The Trust will use its discretion in determining which industry classification is applicable to a particular investment in consultation with the Independent Accountant and Moody's, to the extent the Trust considers necessary.

(ddd) "NASDAQ System" means the electronic inter-dealer quotation system operated by NASDAQ, Inc., a subsidiary of the National Association of Securities Dealers, Inc.

(eee) "NRSRO" means any nationally recognized statistical rating organization.

(fff) "Non-Call Period" has the meaning set forth under the definition of "Specific Redemption Provisions."

(ggg) "Non-Payment Period Rate" means 300% of the applicable `AA' Financial Composite Commercial Paper Rate, provided that the Board of Trustees shall have the authority to adjust, modify, alter or change from time to time the initial Non-Payment Period Rate if the Board of Trustees determines and Moody's (or any Substitute Rating Agency in lieu of Moody's in the event Moody's shall not rate the APS) advises the Trust in writing that such adjustment, modification, alteration or change will not adversely affect its then current ratings on the APS.

(hhh) "Notice of Redemption" has the meaning specified in Section 8.6(c).

(iii) "Notice of Special Rate Period" means any notice with respect to a Special Rate Period of APS pursuant to Sections 8.4(c).

(jjj) "Optional Redemption Price" means $25,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) to the date fixed for redemption plus any applicable redemption premium attributable to the designation of a Premium Call Period.

(kkk) "Order" and "Orders" have the respective meanings specified in
Section 8.9(a)(i)(C).

(lll) "Outstanding" means, as of any date (i) with respect to APS, APS theretofore issued by the Trust except, without duplication, (A) any APS theretofore canceled or delivered to the Auction Agent for cancellation, or redeemed by the Trust, or as to which a Notice of Redemption shall have been given and Deposit Securities shall have been deposited in trust or segregated by the Trust pursuant to Section 8.6(g) and (B) any APS as to which the Trust or any Affiliate (other than an Affiliate that is a Broker-Dealer) thereof shall be a Beneficial Owner, provided that APS held by an Affiliate shall be deemed outstanding for purposes of calculating the Preferred Shares Basic Maintenance Amount and (ii) with respect to other preferred shares of beneficial interest of the Trust, the meaning equivalent to that for APS as set forth in clause (i).

(mmm) "Person" means and includes an individual, a partnership, a trust, an unincorporated association, a joint venture or other entity or government agency or political subdivision thereof.

(nnn) "Potential Beneficial Owner" means a customer of a Broker-Dealer or a Broker-Dealer that is not a Beneficial Owner of APS but that wishes to purchase such shares, or that is a Beneficial Owner that wishes to purchase additional APS.

(ooo) "Potential Holder" means any Broker-Dealer or any such other Person as may be permitted by the Trust, including any Existing Holder, who may be interested in acquiring APS (or, in the case of an Existing Holder, additional APS).

(ppp) "Preferred Shares Basic Maintenance Amount," as of any Valuation Date, means the dollar amount equal (i) to 130% of the sum of (A) the product of the number of APS outstanding on such date multiplied by $25,000 (plus the product of the number of shares of any other series of preferred shares outstanding on such date multiplied by the liquidation preference of such shares), plus any redemption premium applicable to the APS (or other preferred shares) then subject to redemption; (B) the aggregate amount of dividends that will have accumulated at the respective Applicable Rates (whether or not earned or declared) to (but not including) the first respective Dividend Payment Dates for each series of APS outstanding that follow such Valuation Date (plus the aggregate amount of dividends, whether or not earned or declared, that will have accumulated in respect of other outstanding preferred shares to, but not including, the first respective dividend payment dates for such other shares that follow such Valuation Date); (C) the aggregate amount of dividends that would accumulate on shares of each series of the APS outstanding from such first respective Dividend Payment Date therefor through the 42nd day after such Valuation Date, at the Maximum Applicable Rate (calculated as if such Valuation Date were the Auction Date for the Rate Period commencing on such Dividend Payment Date) for a Minimum Rate Period of shares of such series to commence on such Dividend Payment Date, assuming, solely for purposes of the foregoing, that if on such Valuation Date the Trust shall have delivered a Notice of Special Rate Period to the Auction Agent pursuant to Section 8.4(c) with respect to shares of such series, such Maximum Applicable Rate shall be the Maximum Applicable Rate for the Special Rate

Period of shares of such series to commence on such Dividend Payment Date (except that (1) if such Valuation Date occurs at a time when a Failure to Deposit (or, in the case of preferred shares other than the APS, a failure similar to a Failure to Deposit) has occurred that has not been cured, the dividend for purposes of calculation would accumulate at the current dividend rate then applicable to the shares in respect of which such failure has occurred and (2) for those days during the period described in this subparagraph (C) in respect of which the Applicable Rate in effect immediately prior to such Dividend Payment Date will remain in effect (or, in the case of preferred shares other than the APS, in respect of which the dividend rate or rates in effect immediately prior to such respective dividend payment dates will remain in effect), the dividend for purposes of calculation would accumulate at such Applicable Rate (or other rate or rates, as the case may be) in respect of those days); (D) the amount of anticipated expenses of the Trust for the 42 days subsequent to such Valuation Date; (E) any current liabilities as of such Valuation Date to the extent not reflected in any of (i)(A) through (i)(D) (including, without limitation, any payables for portfolio securities of the Trust purchased as of such Valuation Date and any liabilities incurred for the purpose of clearing securities transactions) less (ii) the value (i.e., the face value of cash, short-term securities rated MIG-1, VMIG-1, or P-1, and short-term securities that are the direct obligation of the U.S. government, provided in each case that such securities mature on or prior to the date upon which any of (i)(A) through (i)(E) become payable, otherwise the Discounted Value) of any of the Trust's assets irrevocably deposited by the Trust for the payment of any of (i)(A) through (i)(E).

(qqq) "Preferred Shares Basic Maintenance Cure Date," with respect to the failure by the Trust to satisfy the Preferred Shares Basic Maintenance Amount (as required by Section 8.3) as of a given Valuation Date, means the sixth Business Day following such Valuation Date.

(rrr) "Preferred Shares Basic Maintenance Report" means a report by any of the President, Treasurer, any Vice President or any Assistant Treasurer of the Trust which sets forth, as of the related Valuation Date, the assets of the Trust, the Market Value and the Discounted Value thereof (seriatim and in aggregate), and the Preferred Shares Basic Maintenance Amount.

(sss) "Preferred Shares Paying Agent" means Deutsche Bank Trust Company Americas unless and until another bank or trust company has been appointed as Preferred Shares Paying Agent by a resolution of the Board of Trustees and thereafter such substitute bank or trust company.

(ttt) "Premium Call Period" has the meaning set forth under the definition of "Specific Redemption Provisions."

(uuu) "Pricing Service" means any pricing service designated by the Board of Trustees of the Trust and approved by Moody's, for purposes of determining whether the Trust has Eligible Assets with an aggregate Discounted Value that equals or exceeds the Preferred Shares Basic Maintenance Amount.

(vvv) "Rate Period" means, with respect to shares of a series of APS, the Initial Rate Period of such Series and any Subsequent Rate Period, including any Special Rate Period, of such Series.

(www) "Reference Rate" means (i) with respect to a seven-day Dividend Period or a Short Term Dividend Period having fewer than 183 days, the applicable "AA" Financial Composite Commercial Paper Rate,
(ii) with respect to any Short Term Dividend Period having 183 or more but fewer than 364 days, the applicable U.S. Treasury Bill Rate and
(iii) with respect to any Long Term Dividend Period, the applicable U.S. Treasury Note Rate.

(xxx) "Response" has the meaning set forth in Section 8.4(c) of these By-laws.

(yyy) "Rating Agency," on any date of determination, means (i) Moody's if Moody's is then rating the APS, or (ii) if Moody's is then not rating the APS, any NRSRO rating the APS at the request of the Trust. In the event that Moody's is not rating the APS, any reference to a rating by Moody's in this Article VIII shall be deemed to be a reference to the equivalent rating by such substitute NRSRO.

(zzz) "Redemption Price" has the meaning set forth in Section 8.6.

(aaaa) "Rule 144A Securities" means securities which are restricted as to resale under federal securities laws but are eligible for resale pursuant to Rule 144A under the Securities Act as determined by the Trust's investment manager or portfolio manager acting pursuant to procedures approved by the Board of Trustees of the Trust.

(bbbb) "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or its successors.

(cccc) "Securities Act" means the Securities Act of 1933, as amended from time to time.

(dddd) "Securities Depository" means The Depository Trust Company and its successors and assigns or the successor depository selected by the Trust as securities depository for the APS that agrees to follow the procedures required to be followed by such securities depository in connection with the APS.

(eeee) "Sell Order" and "Sell Orders" have the respective meanings specified in Section 8.9(a)(i)(C).

(ffff) "Share Books" means the Share transfer books of the Trust maintained by the Preferred Shares Paying Agent with respect to the Preferred Shares.

(gggg) "Short Term Dividend Period" means a Special Dividend Period consisting of a specified number of days, evenly divisible by seven and not fewer than fourteen nor more than 364.

(hhhh) "Short Term Money Market Instruments" means the following types of instruments if, on the date of purchase or other acquisition thereof by the Trust, the

remaining term to maturity thereof is not in excess of 180 days (or 270 days for instruments rated at least Aaa for purposes of determining Moody's Eligible Assets):

(i) commercial paper rated either F1 by Fitch or A-1 by S&P if such commercial paper matures in 30 days or P-1 by Moody's and either F1+ by Fitch or A-1+ by S&P if such commercial paper matures in over 30 days;

(ii) demand or time deposits in, and banker's acceptances and certificates of deposit of (A) a depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia or (B) a United States branch office or agency of a foreign depository institution (provided that such branch office or agency is subject to banking regulation under the laws of the United States, any state thereof or the District of Columbia);

(iii) overnight funds;

(iv) U.S. Government Securities; and

(v) Eurodollar demand or time deposits in, or certificates of deposit of, the head office or the London branch office of a depository institution or trust company if the certificates of deposit, if any, and the long-term unsecured debt obligations (other than such obligations the ratings of which are based on the credit of a person or entity other than such depository institution or trust company) of such depository institution or trust company that have (1) credit ratings on each Valuation Date of at least P-1 from Moody's and either F1+ from Fitch or A-1+ from S&P, in the case of commercial paper or certificates of deposit, and (2) credit ratings on each Valuation Date of at least Aa3 from Moody's and either AA- from Fitch or AA- from S&P, in the case of long-term unsecured debt obligations; provided, however, that in the case of any such investment that matures in no more than one Business Day from the date of purchase or other acquisition by the Trust, all of the foregoing requirements shall be applicable except that the required long-term unsecured debt credit rating of such depository institution or trust company from Moody's, Fitch and S&P shall be at least A2, A and A, respectively; and provided further, however, that the foregoing credit rating requirements shall be deemed to be met with respect to a depository institution or trust company if (1) such depository institution or trust company is the principal depository institution in a holding company system,
(2) the certificates of deposit, if any, of such depository institution or trust company are not rated on any Valuation Date below P-1 by Moody's, F1+ by Fitch or A-1+ by S&P and there is no long-term rating, and (3) the holding company shall meet all of the foregoing credit rating requirements (including the preceding proviso in the case of investments that mature in no more than one Business Day from the date of purchase or other acquisition by the Trust); and provided further, that the interest receivable by the Trust shall not be subject to any withholding or similar taxes.

(iiii) "Special Rate Period," with respect to shares of a series of APS, has the meaning specified in Section 8.4(c).

(jjjj) "Specific Redemption Provisions" means, with respect to a Special Dividend Period either, or both of (i) a period (a "Non-Call Period") determined by the Trust, after consultation with the Auction Agent and the Broker-Dealers, during which the APS subject to such Dividend Period shall not be subject to redemption at the option of the Trust and (ii) a period (a "Premium Call Period"), consisting of a number of whole years and determined by the Trust, after consultation with the Auction Agent and the Broker-Dealers, during each year of which the APS subject to such Dividend Period shall be redeemable at the Trust's option at a price per share equal to $25,000 plus accumulated but unpaid dividends plus a premium expressed as a percentage of $25,000, as determined by the Trust after consultation with the Auction Agent and the Broker-Dealers.

(kkkk) "Structured Notes" means privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset or market (an "embedded index"), such as selected securities or an index of securities, or the differential performance of two assets or markets, such as indices reflecting bonds.

(llll) "Submission Deadline" means 1:30 P.M., New York city time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to submit Orders to the Auction Agent as specified by the Auction Agent from time to time.

(mmmm) "Submitted Bid" And "Submitted Bids" have the respective meanings specified in Section 8.9(c)(i).

(nnnn) "Submitted Hold Order" and "Submitted Hold Orders" have the respective meanings specified in Section 8.9(c)(i).

(oooo) "Submitted Order" and "Submitted Orders" have the respective meanings specified in Section 8.9(c)(i).

(pppp) "Subsequent Rate Period," means, with respect to shares of a series of APS, the period from and including the first day following the Initial Rate Period of shares of such series to but excluding the next Dividend Payment Date for shares of such series and any period thereafter from and including one Dividend Payment Date for shares of such series to but excluding the next succeeding Dividend Payment Date for shares of such series; provided, however, that if any Subsequent Rate Period is also a Special Rate Period, such term shall mean the period commencing on the first day of such Special Rate Period and ending on the last day of the last Dividend Period thereof.

(qqqq) "Substitute Rating Agency" means a Rating Agency selected by the Trust to act as the substitute Rating Agency to determine the credit ratings of the APS.

(rrrr) "Treasury Bonds" means U.S. Treasury Bonds or notes.

(ssss) "U.S. Treasury Bill Rate" on any date means (i) the Interest Equivalent of the rate on the actively traded Treasury Bill with a maturity most nearly comparable to the length of the related Dividend Period, as such rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U.S. Government Securities report for such Business Day, or (ii) if such yield as so calculated is not available, the Alternate Treasury Bill Rate on such date. For purposes of determining the "U.S. Treasury Bill Rate" the "Alternate Treasury Bill Rate" on any date means the Interest Equivalent of the yield as calculated by reference to the arithmetic average of the bid price quotations of the actively traded Treasury Bill with a maturity most nearly comparable to the length of the related Dividend Period, as determined by bid price quotations as of any time on the Business Day immediately preceding such ate, obtained from at least three recognized primary U. S. Government securities dealers selected by the Auction Agent.

(tttt) "U.S. Treasury Note Rate" on any date means (i) the yield as calculated by reference to the bid price quotation of the actively treaded, current coupon Treasury Note with a maturity most nearly comparable to the length of the related Dividend Period, as such bid price quotation is published on the Business day immediately preceding such date by the Federal Reserve Bank of New York in its Composite 3:30 P.M. Quotations for U. S Government Securities report for such Business Day, or (ii) if such yield as so calculated is not available, the Alternate Treasury Note Rate on such date. For purposes of determining the U.S. Treasury Note rate, the "Alternate Treasury Note Rate" on any date means the yield as calculated by reference to the arithmetic average of the bid price quotations of the actively traded current coupon Treasury Note with a maturity most nearly comparable to the length of the related Dividend Period, as determined by the bid price quotations as of any time on the Business Day immediately preceding such date, obtained from at least three recognized primary U.S. Government securities dealers selected by the Auction Agent.

(uuuu) "U.S. Treasury Securities" means obligations issued by the United States of America which are not zero coupon securities (other than Treasury bills), except that, for purposes of determining Eligible Assets, such obligations must be direct obligations of the United States Government (not including zero coupon securities).

(vvvv) "Valuation Date" means, for purposes of determining whether the Trust is maintaining the Preferred Shares Basic Maintenance Amount, the last Business Day of each week commencing with the Date of Original Issue or such other date as agreed to by the Rating Agency.

(wwww) "Winning Bid Rate" has the meaning specified in Section 8.9(c)(i)(C).

All references in these By-Laws to securities ratings by Standard & Poor's or Moody's shall, unless otherwise indicated, include all securities within such rating categories (i.e. (+), (-) or without either modifier for Standard & Poor's or a numerical modifier for Moody's).

Section 8.3. Investment Company Act Preferred Share Asset Coverage and Preferred Shares Basic Maintenance Amount Coverage.

(a) The Trust shall maintain, as of the last Business Day of each month in which any APS are Outstanding, the Investment Company Act Preferred Share Asset Coverage.

(b) So long as APS are Outstanding, the Trust shall maintain, on each Valuation Date, and shall verify to its satisfaction that it is maintaining on such Valuation Date, Moody's Eligible Assets having an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount (if Moody's is then rating the APS).

(c) On or before 5:00 P.M., New York City time, on the third Business Day after a Valuation Date on which the Trust fails to satisfy the Preferred Shares Basic Maintenance Amount, and on the third Business Day after the Preferred Shares Basic Maintenance Cure Date with respect to such Valuation Date, the Trust shall complete and deliver to the Independent Accountant and the Auction Agent a Preferred Shares Basic Maintenance Report as of the date of such failure or such Preferred Shares Basic Maintenance Cure Date, as the case may be, which will be deemed to have been delivered to the Auction Agent if the Auction Agent receives a copy or telecopy, telex or other electronic transcription thereof and on the same day the Trust mails to the Auction Agent for delivery on the next Business Day the full Preferred Shares Basic Maintenance Report. The Trust shall also deliver a Preferred Shares Basic Maintenance Report to (i) the Auction Agent as of the last Valuation Date of each calendar month (or, if such day is not a Business Day, the immediately prior Business Day) and (ii) the Independent Accountant as of the last Valuation Date of each calendar month (or, if such day is not a Business Day, the immediately prior Business Day), in each case on or before the third Business Day after such day. A failure by the Trust to deliver a Preferred Shares Basic Maintenance Report pursuant to the preceding sentence shall be deemed to be delivery of a Preferred Shares Basic Maintenance Report indicating the Discounted Value for all assets of the Trust is less than the Preferred Shares Basic Maintenance Amount, as of the relevant Valuation Date.

(d) Within ten Business Days after the date of delivery of a Preferred Shares Basic Maintenance Report in accordance with paragraph
(c) of this Section 8.3 relating to each Annual Valuation Date, the Trust shall cause the Independent Accountant to confirm in writing to Moody's (if Moody's is then rating the APS) and the Auction Agent (i) the mathematical accuracy of the calculations reflected in such Preferred Shares Basic Maintenance Report (and in any other Preferred Shares Basic Maintenance Report, randomly selected by the Independent Accountant, that was prepared by the Trust during the quarter ending on such Annual Valuation Date), (ii) that, in such Preferred Shares Basic Maintenance Report (and in such randomly selected Preferred Shares Basic Maintenance Report), the Trust correctly determined in accordance with these By-Laws the assets of the Trust which constitute Moody's Eligible Assets (if Moody's is then rating the APS), (iii) that, in such Preferred Shares Basic Maintenance Report (and in such randomly selected Preferred Shares Basic Maintenance Report), the Trust determined whether the Trust had, at such Annual Valuation Date (and at the Valuation Date addressed in such randomly selected Report) in accordance with these By-Laws, Moody's Eligible Assets of an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount, (iv) with respect to the S&P ratings on portfolio securities of the Trust, the issuer name, issue size and coupon rate, if any, listed in such

Report, that the Independent Accountant has requested that S&P verify such information with respect to a sample of portfolio securities the number of which is agreed upon by the Rating Agency and the Independent Accountant shall provide a listing in its letter of any differences,
(v) with respect to the Moody's ratings on portfolio securities of the Trust, the issuer name, issue size and coupon rate, if any, listed in such Preferred Shares Basic Maintenance Report, that such information has been verified by Moody's (in the event such information is not verified by Moody's, the Independent Accountant will inquire of Moody's what such information is, and provide a listing in its letter of any differences) and (vi) with respect to the bid or mean price (or such alternative permissible factor used in calculating the Market Value) provided by the custodian of the Trust's assets to the Trust for purposes of valuing securities in the Trust's portfolio, the Independent Accountant has traced the price used in such Preferred Shares Basic Maintenance Report to the bid or mean price listed in such Preferred Shares Basic Maintenance Report as provided to the Trust and verified that such information agrees (in the event such information does not agree, the Independent Accountant will provide a listing in its letter of such differences) (such confirmation is herein called the "Auditor's Confirmation").

(e) Within ten Business Days after the date of delivery of a Preferred Shares Basic Maintenance Report in accordance with paragraph
(c) of this Section 8.3 relating to any Valuation Date on which the Trust failed to satisfy the Preferred Shares Basic Maintenance Amount, and relating to the Preferred Shares Basic Maintenance Cure Date with respect to such failure to satisfy the Preferred Shares Basic Maintenance Amount, the Trust shall cause the Independent Accountant to provide to Moody's (if Moody's is then rating the APS) and the Auction Agent an Auditor's Confirmation as to such Preferred Shares Basic Maintenance Report.

(f) If any Auditor's Confirmation delivered pursuant to paragraph
(d) or (e) of this Section 8.3 shows that an error was made in the Preferred Shares Basic Maintenance Report for a particular Valuation Date for which such Auditor's Confirmation was required to be delivered, or shows that a lower aggregate Discounted Value for the aggregate of all Moody's Eligible Assets (if Moody's is then rating the APS) of the Trust was determined by the Independent Accountant, the calculation or determination made by such Independent Accountant shall be final and conclusive and shall be binding on the Trust, and the Trust shall accordingly amend and deliver the Preferred Shares Basic Maintenance Report to Moody's (if Moody's is then rating the APS) and the Auction Agent promptly following receipt by the Trust of such Auditor's Confirmation.

(g) On or before 5:00 p.m., New York City time, on the fifth Business Day after the Date of Original Issue of any APS, the Trust shall complete and deliver to Moody's (if Moody's is then rating the APS) a Preferred Shares Basic Maintenance Report as of the close of business on such Date of Original Issue.

(h) On or before 5:00 p.m., New York City time, on the third Business Day after either (i) the Trust shall have redeemed Common Shares or (ii) on any Valuation Date, the Discounted Value of Moody's Eligible Assets is less than or equal to the Preferred Shares Basic Maintenance Amount, or (iii) whenever requested by Moody's, the Trust

shall complete and deliver to Moody's (if Moody's is then rating the APS) a Preferred Shares Basic Maintenance Report as of the date of such event.

Section 8.4. Dividends.

(a) GENERAL.

(i) Ranking. The shares of a series of the APS shall rank on a parity with each other, with shares of any other series of the APS and with shares of any other series of preferred shares that is not designated as junior to the APS as to the payment of dividends by the Trust.

(ii) Cumulative Cash Dividends. The Holders of any series of APS shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally available therefor in accordance with the Declaration of Trust, these By-Laws and applicable law, cumulative cash dividends at the Applicable Rate for shares of such series, determined as set forth in Section 8.4(b), and no more, payable on the Dividend Payment Dates with respect to shares of such series determined pursuant to paragraph (b) of this
Section 8.4. Holders of APS shall not be entitled to any dividend, whether payable in cash, property or shares, in excess of full cumulative dividends, as herein provided, on APS. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on APS which may be in arrears, and, except to the extent set forth in Section 8.4(b)(ii), no additional sum of money shall be payable in respect of any such arrearage.

(iii) Dividends Cumulative From Date of Original Issue. Dividends on any series of APS shall accumulate at the Applicable Rate for shares of such series from the Date of Original Issue thereof.

(iv) Dividend Payment Dates and Adjustment Thereof.

(A) The Dividend Payment Dates with respect the APS, for the Initial Rate Period, shall be on as set forth in the following table:

 SERIES                               INITIAL DIVIDEND PAYMENT DATE
-------------------------------------------------------------------
Series A                                     [       ], 2003
-------------------------------------------------------------------
Series B                                     [       ], 2003
-------------------------------------------------------------------

(B) The Dividend Payment Date for any Subsequent Rate Period shall be (i) with respect to any Dividend Period of seven days and any Short Term Dividend Period of 35 or fewer days, on the Business Day next succeeding the last day of such Subsequent Rate Period, and (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each calendar month

during such Short Term Dividend Period or Long Term Dividend Period and on the Business Day next succeeding the last day of such Subsequent Rate Period (each such date referred to in clause (i) or (ii) being herein referred to as a Normal Dividend Payment Date"), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date; and

(C) Notwithstanding the foregoing, the Trust in its discretion may establish the Dividend Payment Dates other than as provided in Section 8.4(a)(iv) in respect of any Special Rate Period of shares of a series of APS consisting of more than seven Rate Period days; provided, however, that such dates shall be set forth in the Notice of Special Rate Period relating to such Special Rate Period, as delivered to the Auction Agent, which Notice of Special Rate Period shall be filed with the Secretary of the Trust; and further provided that (1) any such Dividend Payment Date shall be a Business Day and (2) the last Dividend Payment Date in respect of such Special Rate Period shall be the Business Day immediately following the last day thereof.

(D) The Dividend Payment Dates for any series of APS subsequently established by the Trust shall be as set forth in resolutions of the Board of Trustees establishing such series.

(b) DIVIDEND RATES AND CALCULATIONS OF DIVIDENDS.

(i) Dividend Rates. The dividend rate on the APS during the period from and after the Date of Original Issue of shares of such series to and including the last day of the Initial Rate Period of shares of such series shall be equal to the rate per annum set forth below:

 SERIES                        INITIAL DIVIDEND RATE
 ------                        ---------------------
Series A                              [  ]%

Series B                              [  ]%

The initial dividend rate on any series of APS subsequently established by the Trust shall be the rate set forth in or determined in accordance with the resolutions of the Board of Trustees establishing such series.

(ii) For each Subsequent Rate Period of shares of such series thereafter, the dividend rate on shares of such series shall be equal to the rate per annum that results from an Auction for shares of such series on the Auction Date immediately preceding such Subsequent Rate Period; provided, however, that if:

(A) an Auction for any such Subsequent Rate Period is not held for any reason other than as described below, the dividend rate on shares of such series for such Subsequent Rate Period will be the Maximum Applicable Rate for shares of such series on the Auction Date therefor;

(B) any Failure to Deposit shall have occurred with respect to shares of such series during any Rate Period thereof, but, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall have been cured in accordance with Section 8.4(b)(iv) and the Trust shall have paid to the Auction Agent a late charge ("Late Charge") equal to the sum of (1) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the full amount of dividends with respect to any Dividend Period of the shares of such series, an amount computed by multiplying (X) 300% of the `AA' Financial Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the Dividend Payment Date for such Dividend Period by (Y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit has not been cured in accordance with Section 8.4(b)(iv) (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate Liquidation Preference of the outstanding shares of such series and (2) if such Failure to Deposit consisted of the failure timely to pay to the Auction Agent the Redemption Price of the shares, if any, of such series for which Notice of Redemption has been mailed by the Trust pursuant to
Section 8.6(c), an amount computed by multiplying (x) 300% of the `AA' Financial Composite Commercial Paper Rate for the Rate Period during which such Failure to Deposit occurs on the redemption date by (y) a fraction, the numerator of which shall be the number of days for which such Failure to Deposit is not cured in accordance with Section 8.4(b)(iv) (including the day such Failure to Deposit occurs and excluding the day such Failure to Deposit is cured) and the denominator of which shall be 360, and applying the rate obtained against the aggregate Liquidation Preference of the outstanding shares of such series to be redeemed, no Auction will be held in respect of shares of such series for the Subsequent Rate Period thereof and the dividend rate for shares of such series for such Subsequent Rate Period will be the Maximum Applicable Rate for shares of such series on the Auction Date for such Subsequent Rate Period; and

(C) any Failure to Deposit shall have occurred with respect to shares of such series during any Rate Period thereof, and, prior to 12:00 Noon, New York City time, on the third Business Day next succeeding the date on which such Failure to Deposit occurred, such Failure to Deposit shall not have been cured in accordance with Section 8.4(b)(iv) or the Trust shall not have paid the applicable Late Charge to the Auction Agent, no Auction will be held in respect of shares of such series for the first

Subsequent Rate Period thereof thereafter (or for any Rate Period thereof thereafter to and including the Rate Period during which (1) such Failure to Deposit is cured in accordance with Section 8.4(b)(iv) and
(2) the Trust pays the applicable Late Charge to the Auction Agent (the condition set forth in this clause
(2) to apply only in the event Moody's is rating such shares at the time the Trust cures such Failure to Deposit), in each case no later than 12:00 Noon, New York City time, on the fourth Business Day prior to the end of such Rate Period), and the dividend rate for shares of such series for each such Subsequent Rate Period shall be a rate per annum equal to the Non-Payment Period Rate for shares of such series on the Auction Date for such Subsequent Rate Period.

(iii) Calculation of Dividends. The amount of dividends per share payable on shares of a series of APS on any date on which dividends shall be payable on shares of such series shall be computed by multiplying the Applicable Rate for shares of such series in effect for such Dividend Period or Dividend Periods or part thereof for which dividends have not been paid by a fraction, the numerator of which shall be the number of days in such Dividend Period or Dividend Periods or part thereof and the denominator of which shall be 365 if such Dividend Period consists of seven Rate Period days or is a Short Term Dividend Period and 360 for any Long Term Dividend Period, and applying the rate obtained against $25,000. The amount so obtained shall be rounded to the nearest cent.

(iv) Curing a Failure to Deposit. A Failure to Deposit with respect to shares of a series of APS shall have been cured (if such Failure to Deposit is not solely due to the willful failure of the Trust to make the required payment to the Auction Agent) with respect to any Rate Period of shares of such series if, within the respective time periods described in Section 8.4(b)(ii), the Trust shall have paid to the Auction Agent (A) all accumulated and unpaid dividends on shares of such series and (B) without duplication, the Redemption Price for shares, if any, of such series for which Notice of Redemption has been mailed by the Trust pursuant to
Section 8.6(c); provided, however, that the foregoing clause (B) shall not apply to the Trust's failure to pay the Redemption Price in respect of APS when the related Notice of Redemption provides that redemption of such shares is subject to one or more conditions precedent and any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

(v) Dividend Payments by Trust to Auction Agent. The Trust shall pay to the Auction Agent, not later than 12:00 Noon, New York City time, on the Business Day next preceding each Dividend Payment Date for shares of a series of APS, an aggregate amount of funds available on the next Business Day in the City of New York, New York, equal to the dividends to be paid to all Holders of shares of such series on such Dividend Payment Date.

(vi) Auction Agent as Trustee of Dividend Payments by Trust. All moneys paid to the Auction Agent for the payment of dividends (or for the payment of any Late Charge) shall be held in trust for the payment of such dividends (and any such Late Charge) by the Auction Agent for the benefit of the Holders specified in Section 8.4(a)(vi). Any moneys paid to the Auction Agent in accordance with the foregoing but not applied by the Auction Agent to the payment of dividends (and any such Late Charge) will, to the extent permitted by law, be repaid to the Trust at the end of 90 days from the date on which such moneys were so to have been applied.

(vii) Dividends Paid to Holders. Each dividend on APS shall be paid on the Dividend Payment Date therefor to the Holders thereof as their names appear on the record books of the Trust on the Business Day next preceding such Dividend Payment Date.

(viii) Dividends Credited Against Earliest Accumulated but Unpaid Dividends. Any dividend payment made on APS shall first be credited against the earliest accumulated but unpaid dividends due with respect to such shares. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as their names appear on the record books of the Trust on such date, not exceeding 15 days preceding the payment date thereof, as may be fixed by the Board of Trustees.

(c) DESIGNATION OF SPECIAL RATE PERIODS.

(i) The Trust, at its option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, may request that the next succeeding Dividend Period for any series of APS will be a number of days (other than seven days) evenly divisible by seven, and not fewer than fourteen nor more than 364 in the case of a Short Term Dividend Period or one whole year or more but not greater than five years in the case of a Long Term Dividend Period, specified in such notice, provided that the Trust may not give a Request for Special Dividend Period (and any such request will be null and void) unless, for any Auction occurring after the initial Auction, Sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends and any amounts due with respect to redemptions have been paid in full, and provided further that the Trust may not request a Special Dividend Period that is a Long Term Dividend Period unless the Trust shall have received written confirmation from Moody's (or any Substitute Rating Agency) that the Trust's election of the proposed Long Term Dividend Period would not impair the rating then assigned by Moody's (or any Substitute Rating Agency) of the applicable series of APS. Such Request for Special Dividend Period, in the case of a Short Term Dividend Period, shall be given on or prior to the second Business Day but not more than seven Business Days prior to an Auction Date for the APS of that series and, in the case of a Long Term Dividend Period, shall be given on or prior to the second Business Day but

not more than 28 days prior to an Auction Date for the APS of that series. Upon receiving such Request for Special Dividend Period, the Broker-Dealers jointly shall determine the Optional Redemption Price of the APS of that series during such Special Dividend Period and the Specific Redemption Provisions and shall give the Trust and the Auction Agent written notice (a "Response") of such determination by no later than the second Business Day prior to such Auction date. In making such determination, the Broker-Dealers will consider
(i) existing short-term and long-term market rates and indices of such short-term and long-term rates, (ii) existing market supply and demand for short-term and long-term securities,
(iii) existing yield curves for short-term and long-term securities comparable to the APS, (iv) industry and financial conditions which may affect the APS of that series, (v) the investment objectives of the Trust and (vi) the Dividend Periods and dividend rates at which current and potential beneficial holders of the APS would remain or become beneficial holders.

(ii) After providing the Request for Special Dividend Period to the Auction Agent and each Broker-Dealer as set forth above, the Trust, by no later than the second Business Day prior to such Auction Date, may give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository, each Broker-Dealer and the Rating Agency which notice will specify the duration of the Special Dividend Period. The Trust will not give a Notice of Special Dividend Period and, if such Notice of Special Dividend Period was given already, will give telephonic and written notice of its revocation (a "Notice of Revocation") to the Auction Agent, each Broker-Dealer, the Securities Depository and the Rating Agency on or prior to the Business Day prior to the relevant Auction Date if (x) either the Investment Company Act Preferred Shares Asset Coverage or the Preferred Shares Basic Maintenance Amount is not satisfied, on each of the two Business Days immediately preceding the Business Day prior to the relevant Auction Date or (y) sufficient funds for the payment of dividends payable on the immediately succeeding Dividend Payment Date have not been irrevocably deposited with the Auction Agent by the close of business on the third Business Day preceding the Auction Date immediately preceding such Dividend Payment Date. The Trust also shall provide a copy of such Notice of Special Dividend Period to the Rating Agency. If the Trust is prohibited from giving a Notice of Special Dividend Period as a result of the factors enumerated in clause (x) or (y) above or if the Trust gives a Notice of Revocation with respect to a Notice of Special Dividend Period, the next succeeding Dividend Period for that series of APS will be a seven day Dividend Period. In addition, in the event Sufficient Clearing Bids are not made in an Auction, or if an Auction is not held for any reason, the next succeeding Dividend Period will be a seven day Dividend Period, and the Trust may not again give a Notice of Special Dividend Period (and any such attempted notice will be null and void) until Sufficient Clearing Bids have been made in an Auction with respect to a seven day Dividend Period.

(d) RESTRICTIONS ON DIVIDENDS.

(i) Dividends on Shares Other Than the APS. Except as set forth in the next sentence, no dividends shall be declared or paid or set apart for payment on the shares of any class or series of shares of beneficial interest of the Trust ranking, as to the payment of dividends, on a parity with the APS for any period unless full cumulative dividends have been or contemporaneously are declared and paid on the shares of each series of the APS through its most recent Dividend Payment Date. When dividends are not paid in full upon the shares of each series of the APS through its most recent Dividend Payment Date or upon the shares of any other class or series of shares of beneficial interest of the Trust ranking on a parity as to the payment of dividends with the APS through their most recent respective dividend payment dates, all dividends declared upon the APS and any other such class or series of shares of beneficial interest ranking on a parity as to the payment of dividends with APS shall be declared pro rata so that the amount of dividends declared per share on APS and such other class or series of shares of beneficial interest shall in all cases bear to each other the same ratio that accumulated dividends per share on the Trust and such other class or series of shares of beneficial interest bear to each other (for purposes of this sentence, the amount of dividends declared per share of APS shall be based on the Applicable Rate for such share for the Dividend Periods during which dividends were not paid in full).

(ii) Dividends and Other Distributions with Respect to Common Shares Under the Investment Company Act. The Board of Trustees shall not declare any dividend (except a dividend payable in Common Shares), or declare any other distribution, upon the Common Shares, or purchase Common Shares, unless in every such case the APS have, at the time of any such declaration or purchase, an asset coverage (as defined in and determined pursuant to the Investment Company Act) of at least 200% (or such other asset coverage as may in the future be specified in or under the Investment Company Act as the minimum asset coverage for senior securities which are shares or stock of a closed- end investment company as a condition of declaring dividends on its common shares or stock) after deducting the amount of such dividend, distribution or purchase price, as the case may be.

(iii) Other Restrictions on Dividends and Other Distributions. For so long as any APS are outstanding, and except as set forth in Section 8.4(d) and Section 8.6(b), (A) the Trust shall not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or in options, warrants or rights to subscribe for or purchase, Common Shares or other shares, if any, ranking junior to the APS as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up) in respect of the Common Shares or any other shares of the Trust ranking junior to or on a parity with the APS as to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Trust ranking junior to the APS as to the payment of dividends and the distribution of

assets upon dissolution, liquidation or winding up), or any such parity shares (except by conversion into or exchange for shares of the Trust ranking junior to or on a parity with APS as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), unless (i) full cumulative dividends on shares of each series of APS through its most recently ended Dividend Period shall have been paid or shall have been declared and sufficient funds for the payment thereof deposited with the Auction Agent and (ii) the Trust has redeemed the full number of APS required to be redeemed by any provision for mandatory redemption pertaining thereto, and (B) the Trust shall not declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or in options, warrants or rights to subscribe for or purchase, Common Shares or other shares, if any, ranking junior to APS as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up) in respect of Common Shares or any other shares of the Trust ranking junior to APS as to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Trust ranking junior to APS as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up), unless immediately after such transaction the Discounted Value of Moody's Eligible Assets (if Moody's is then rating the APS) would at least equal the Preferred Shares Basic Maintenance Amount.

Section 8.5. Liquidation Rights.

(a) The shares of a series of APS shall rank on a parity with each other, with shares of any other series of preferred shares not designated as junior to the APS and with shares of any other series of APS as to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust. Upon the liquidation, dissolution or winding up of the affairs of the Trust, whether voluntary or involuntary, Holders shall be entitled to receive, out of the assets of the Trust available for distribution to Shareholders after satisfying claims of creditors but before any payment or distribution to the holders of the Common Shares or on any other class of Shares ranking junior to the shares of each series of APS upon liquidation, a liquidation distribution in the amount of $25,000 per share of each series of APS plus an amount equal to accumulated and unpaid dividends on each shares of such series (whether or not earned or declared) to the date of such distribution. Unless and until payment in full has been made to the Holders of the liquidation distributions to which they are entitled as provided in this Section 8.5, no dividends or distributions will be made to holders of the Common Shares or any other Shares junior to or on parity with the APS on liquidation, and no purchase, redemption or other acquisition for any consideration by the Trust will be made in respect of the Common Shares or any other Shares ranking junior to or on parity with the APS upon liquidation. After the payment to Holders of the full amount of the liquidation distributions to which they are entitled pursuant to the first sentence of this Section 8.5(a), Holders (in their capacity as such Holders) shall have no right or claim to any of the remaining assets of the Trust.

(b) Neither the sale, lease or exchange (for cash, stock, securities or other consideration) of all or substantially all of the property and assets of the Trust, nor the merger or consolidation of the Trust into or with any other corporation, association, trust or other organization, nor the merger or consolidation of any other corporation, association, trust or other organization into or with the Trust, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 8.5.

(c) If the assets of the Trust available for distribution to the Holders upon the dissolution, liquidation or winding up of the Trust, whether voluntary or involuntary, shall be insufficient to pay the full amount of the liquidation distributions to which the Holders are entitled pursuant to Section 8.5(a) above, then such assets shall be distributed among the Holders, together with the holders of any other class or series of preferred shares ranking on parity with the APS, ratably in proportion to the full amount of distribution to which each Holder would have been entitled under such Section 8.5(a).

Section 8.6. Redemption.

The shares of each series of APS shall be redeemable by the Trust as provided below:

(a) OPTIONAL REDEMPTION.

(i) Except to the extent prohibited by Massachusetts law or the Investment Company Act, the Trust, at its option, may without the consent of the Holders of the APS, redeem APS, in whole or in part, on the Business Day after the last day of a Dividend Period upon not less than 15 calendar days' and not more than 40 calendar days' prior notice; provided that no share of APS may be redeemed at the option of the Trust during (A) the Initial Dividend Period with respect to a series of shares or (B) a Non-Call Period to which such share is subject. Except with respect to a Call Premium Period, the optional redemption price per share will be $25,000 per share, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to the date fixed for redemption.

(ii) If fewer than all of the outstanding shares of a series of APS are to be redeemed pursuant to subparagraph (i) of this Section 8.6(a), the number of shares of such series to be redeemed shall be determined by the Board of Trustees, and such shares shall be redeemed pro rata from the Holders of shares of such series in proportion to the number of shares of such series held by such Holders.

(iii) The Trust may not on any date mail a Notice of Redemption pursuant to Section 8.6(c) in respect of a redemption contemplated to be effected pursuant to this
Section 8.6(a) unless on such date (A) the Trust has available Deposit Securities with maturity or tender dates not later than the day preceding the applicable redemption date and having a value not less than the amount (including any applicable premium) due to Holders of APS by reason of the

redemption of such shares on such redemption date, and (B) the Discounted Value of Moody's Eligible Assets (if Moody's is then rating the APS) at least equals the Preferred Shares Basic Maintenance Amount, and would at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such redemption if such redemption were to occur on such date. For purposes of determining in clause (B) of the preceding sentence whether the Discounted Value of Moody's Eligible Assets at least equals the Preferred Shares Basic Maintenance Amount, the Moody's Discount Factors applicable to Moody's Eligible Assets shall be determined by reference to the first Exposure Period longer than the Exposure Period then applicable to the Trust.

(b) MANDATORY REDEMPTION. The Trust shall redeem, at a redemption price equal to $25,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed by the Board of Trustees for redemption, certain of the APS, if the Trust fails to have Moody's Eligible Assets with a Discounted Value greater than or equal to the Preferred Shares Basic Maintenance Amount or fails to maintain the Investment Company Act Preferred Share Asset Coverage, in accordance with the requirements of the rating agency or agencies then rating the APS, and such failure is not cured on or before the Preferred Shares Basic Maintenance Cure Date or the Investment Company Act Cure Date, as the case may be. The number of APS to be redeemed shall be equal to the lesser of (i) the minimum number of APS, together with all other preferred shares subject to redemption or retirement, the redemption of which, if deemed to have occurred immediately prior to the opening of business on the Cure Date, would have resulted in the Trust's having Moody's Eligible Assets with a Discounted Value greater than or equal of the Preferred Shares Basic Maintenance Amount or maintaining the Investment Company Act Preferred Shares Asset Coverage, as the case may be, on such Cure Date (provided, however, that if there is no such minimum number of APS and other preferred shares the redemption or retirement of which would have had such result, all APS and other preferred shares then outstanding shall be redeemed), and (ii) the maximum number of APS, together with all other preferred shares subject to redemption or retirement, that can be redeemed out of funds expected to be legally available therefor in accordance with the Declaration of Trust and applicable law. In determining the APS required to be redeemed in accordance with the foregoing, the Trust shall allocate the number required to be redeemed to satisfy the requirement of the Trust's having Moody's Eligible Assets with a Discounted Value greater than or equal the Preferred Shares Basic Maintenance Amount or the Investment Company Act Preferred Share Asset Coverage, as the case may be, pro rata among APS and other preferred shares (and, then, pro rata among each series of APS) subject to redemption or retirement; provided that, shares of APS which may not be redeemed at the option of the Trust due to the designation of a Non-Call Period applicable to such shares (A) will be subject to mandatory redemption only to the extent that other shares are not available to satisfy the number of shares required to be redeemed and (B) will be selected for redemption in an ascending order of outstanding number of days in the Non-Call Period (with shares with the lowest number of days to be redeemed first) and by lot in the event of shares having an equal number of days in such Non-Call Period. The Trust shall effect such redemption on the date fixed by the Trust therefor, which date shall not be earlier than 20 days nor later than 40 days after such Cure Date, except that if the Trust does not

have funds legally available for the redemption of all of the required number of the APS and other preferred shares which are subject to redemption or retirement or the Trust otherwise is unable to effect such redemption on or prior to 40 days after such Cure Date, the Trust shall redeem those APS and other preferred shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the outstanding shares of a series of APS are to be redeemed pursuant to this paragraph (b), the shares of such series to be redeemed shall be selected by lot or such other method that the Trust deems fair and equitable.

(c) NOTICE OF REDEMPTION. If the Trust shall determine or be required to redeem shares of a series of APS pursuant to paragraph (a) or (b) of this Section 8.6, it shall mail a Notice of Redemption with respect to such redemption by first-class mail, postage prepaid, to each Holder of the shares of such series to be redeemed, at such Holder's address as the same appears on the record books of the Trust on the record date established by the Board of Trustees and to the Auction Agent. Such Notice of Redemption shall be so mailed not less than 15 nor more than 40 days prior to the date fixed for redemption. Each such Notice of Redemption shall state: (i) the redemption date;
(ii) the number of APS to be redeemed and the series thereof; (iii) the CUSIP number for shares of such series; (iv) the Redemption Price; (v) the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees shall so require and the Notice of Redemption shall so state) are to be surrendered for payment of the Redemption Price; (vi) that dividends on the shares to be redeemed will cease to accumulate on such redemption date; (vii) that the Holders of any shares of a series of APS being so redeemed shall not participate in the Auction, if any, immediately preceding the redemption date; and (viii) the provisions of this
Section 8.6 under which such redemption is made. If fewer than all shares of a series of APS held by any Holder are to be redeemed, the Notice of Redemption mailed to such Holder shall also specify the number of shares of such series to be redeemed from such Holder. The Trust may provide in any Notice of Redemption relating to a redemption contemplated to be effected pursuant to paragraph (a) of this Section 8.6 that such redemption is subject to one or more conditions precedent and that the Trust shall not be required to effect such redemption unless each such condition shall have been satisfied at the time or times and in the manner specified in such Notice of Redemption.

(d) NO REDEMPTION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding the provisions of paragraphs (a) or (b) of this Section 8.6, if any dividends on shares of a series of APS (whether or not earned or declared) are in arrears, no shares of such series shall be redeemed unless all outstanding shares of such series are simultaneously redeemed, and the Trust shall not purchase or otherwise acquire any shares of such series; provided, however, that the foregoing shall not prevent the purchase or acquisition of all outstanding shares of such series pursuant to the successful completion of an otherwise lawful purchase or exchange offer made on the same terms to, and accepted by, Holders of all outstanding shares of such series.

(e) ABSENCE OF TRUSTS AVAILABLE FOR REDEMPTION. To the extent that any redemption for which Notice of Redemption has been mailed is not made by reason of the absence of legally available funds therefor in accordance with the Declaration of

Trust or applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. Failure to redeem APS shall be deemed to exist at any time after the date specified for redemption in a Notice of Redemption when the Trust shall have failed, for any reason whatsoever, to deposit in trust with the Auction Agent the Redemption Price with respect to any shares for which such Notice of Redemption has been mailed; provided, however, that the foregoing shall not apply in the case of the Trust's failure to deposit in trust with the Auction Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that the Trust may not have redeemed APS for which a Notice of Redemption has been mailed, dividends may be declared and paid on APS and shall include those APS for which a Notice of Redemption has been mailed.

(f) AUCTION AGENT AS TRUSTEE OF REDEMPTION PAYMENTS BY THE TRUST. All moneys paid to the Auction Agent for payment of the Redemption Price of APS called for redemption shall be held in trust by the Auction Agent for the benefit of Holders of shares so to be redeemed.

(g) SHARES FOR WHICH NOTICE OF REDEMPTION HAS BEEN GIVEN ARE NO LONGER OUTSTANDING. Provided a Notice of Redemption has been mailed pursuant to Section 8.6(c), upon the deposit with the Auction Agent (on the Business Day next preceding the date fixed for redemption thereby, in funds available on the next Business Day in The City of New York, New York) of funds sufficient to redeem the APS that are the subject of such notice, dividends on such shares shall cease to accumulate and such shares shall no longer be deemed to be outstanding for any purpose, and all rights of the Holders of the shares so called for redemption shall cease and terminate, except the right of such Holders to receive the Redemption Price, but without any interest or other additional amount, except as provided in Section 8.4(b)(ii). The Auction Agent shall pay the Redemption Price to the Holders of APS subject to redemption upon surrender of the certificates for the shares (properly endorsed or assigned for transfer, if the Board of Trustees shall so require and the Notice of Redemption shall so state) to be redeemed in accordance with the Notice of Redemption. In the case that fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued, representing the unredeemed shares, without cost to the Holder thereof. The Trust shall be entitled to receive from the Auction Agent, promptly after the date fixed for redemption, any cash deposited with the Auction Agent in excess of (i) the aggregate Redemption Price of the APS called for redemption on such date and (ii) all other amounts to which Holders of APS called for redemption may be entitled. Any funds so deposited that are unclaimed at the end of 90 days from such redemption date shall, to the extent permitted by law, be repaid to the Trust, after which time the Holders of APS so called for redemption may look only to the Trust for payment of the Redemption Price and all other amounts to which they may be entitled.

(h) COMPLIANCE WITH APPLICABLE LAW. In effecting any redemption pursuant to this Section 8.6, the Trust shall use its best efforts to comply with all applicable conditions

precedent to effecting such redemption under the Investment Company Act and any applicable Massachusetts law, but shall effect no redemption except in accordance with the Investment Company Act and any applicable Massachusetts law.

(i) ONLY WHOLE APS MAY BE REDEEMED. In the case of any redemption pursuant to this Section 8.6, only whole APS shall be redeemed, and in the event that any provision of the Declaration of Trust would require redemption of a fractional share, the Auction Agent shall be authorized to round up so that only whole shares are redeemed.

(j) MODIFICATION OF REDEMPTION PROCEDURES. Notwithstanding any of the foregoing provisions of this Section 8.6, the Trust may modify any or all of the requirements relating to the Notice of Redemption provided that (i) any such modification does not materially and adversely affect any Holder of the relevant series of APS, and (ii) the Trust receives written notice from Moody's (if Moody's is then rating the APS) that such modification would not impair the ratings assigned by Moody's to shares of APS.

Section 8.7. Voting Rights.

(a) GENERAL. Except as otherwise provided by law and as specified by this Section 8.7, the Holders of APS shall have equal voting rights with the holders of Common Shares and shall be entitled to one vote for each share of a series of APS on each matter submitted to a vote of the Shareholders of the Trust. For purposes of determining any right of the Holders to vote on any matter, whether such right is created by the Declaration of Trust or these By-Laws, or otherwise, no Holder shall be entitled to vote and no Share of a series of APS shall be deemed to be "outstanding" for the purpose of voting or determining the number of Shares required to constitute a quorum, if prior to or concurrently with the time of determination of Shares entitled to vote or Shares deemed outstanding for quorum purposes, as the case may be, sufficient funds for the redemption of such APS have been deposited in trust with the Preferred Shares Paying Agent for that purpose and the requisite Notice of Redemption with respect to such APS shall have been given as provided in Section 8.6(c) above.

(b) HOLDERS OF APS TO VOTE ON CERTAIN OTHER MATTERS.

(i) So long as any APS are outstanding, the Trust shall not, without the affirmative vote or consent of the Holders of at least a majority of the APS outstanding at the time, in person or by proxy, either in writing or at a meeting, voting as a separate class: (A) authorize, create or issue any class or series of shares ranking prior to or on a parity with the APS with respect to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, or authorize, create or issue additional shares of any series of APS (except that, notwithstanding the foregoing, the Board of Trustees, without the vote or consent of the Holders of APS, may from time to time authorize and create, and the Trust may from time to time issue, additional shares of any series of APS or classes or series of other preferred shares ranking on a parity with APS with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, if the

Trust obtains written confirmation from Moody's (if Moody's is then rating the APS) or any Substitute Rating Agency (if any such Substitute Rating Agency is then rating the APS) that the issuance of a class or series would not impair the rating then assigned by such rating agency to the APS and the Trust continues to comply with Section 13 of the Investment Company Act, the Investment Company Act Preferred Share Asset Coverage and the Preferred Shares Basic Maintenance Amount requirements); or (B) amend, alter or repeal the provisions of the Declaration of Trust or the By-Laws, whether by merger, consolidation or otherwise, so as to adversely affect any preference, right or power of such APS or the Holders thereof; provided, however, that (x) none of the actions permitted by the exception to (A) above will be deemed to affect such preferences, rights or powers, (y) a division of APS will be deemed to affect such preferences, rights or powers only if the terms of such division adversely affect the Holders of APS and (z) the authorization, creation and issuance of classes or series of shares ranking junior to the APS with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, will be deemed to affect such preferences, rights or powers only if Moody's is then rating the APS and such issuance would, at the time thereof, cause the Trust not to satisfy the Investment Company Act Preferred Share Asset Coverage or the Preferred Shares Basic Maintenance Amount. So long as any shares of the APS are outstanding, the Trust shall not, without the affirmative vote or consent of the Holders of at least 66 2/3% of the APS outstanding at the time, in person or by proxy, either in writing or at a meeting, voting as a separate class, file a voluntary application for relief under Federal bankruptcy law or any similar application under state law for so long as the Trust is solvent and does not foresee becoming insolvent. If any action set forth above would adversely affect the rights of one or more series (the "Affected Series") of APS in a manner different from any other series of APS, the Trust will not approve any such action without the affirmative vote or consent of the Holders of at least a majority of the shares of each such Affected Series outstanding at the time, in person or by proxy, either in writing or at a meeting (each such Affected Series voting as a separate class).

(ii) Unless a higher percentage is provided for in the Declaration of Trust, (A) the affirmative vote of the Holders of at least a majority of the APS outstanding at the time, voting as a separate class, shall be required to approve any conversion of the Trust from a closed-end to an open-end investment company, (B) the affirmative vote of the Holders of at least a majority of the APS outstanding at the time, voting as a separate class, shall be required to amend the provisions of the Declaration of Trust, which provides for the classification of the Board of Trustees into three classes, and (C) the affirmative vote of the Holders of a "majority of the outstanding APS," voting as a separate class, shall be required to approve any plan of reorganization (as such term is used in the Investment Company Act) adversely affecting such shares. The affirmative vote of the holders of a "majority of the outstanding APS," voting as a separate class, shall be required to approve any action not described in the first sentence of this Section 8.7(b)(ii) requiring a vote of security holders of the Trust under section 13(a) of the Investment Company Act. For purposes of the foregoing, "majority of the

outstanding APS" means (i) 67% or more of such shares present at a meeting, if the Holders of more than 50% of such shares are present or represented by proxy, or (ii) more than 50% of such shares, whichever is less. In the event a vote of Holders of APS is required pursuant to the provisions of section 13(a) of the Investment Company Act, the Trust shall, not later than ten Business Days prior to the date on which such vote is to be taken, notify Moody's (if Moody's is then rating the APS) that such vote is to be taken and the nature of the action with respect to which such vote is to be taken. The Trust shall, not later than ten Business Days after the date on which such vote is taken, notify Moody's (if Moody's is then rating the APS) of the results of such vote.

(c) ELECTION OF TRUSTEES; RIGHT TO ELECT MAJORITY OF BOARD TRUSTEES.

(i) The Holders of the APS and any other class of APS of the Trust that may be outstanding from time to time, voting separately as a single class, shall be entitled to elect two members of the Board of Trustees, and the holders of the Common Shares, voting separately as a single class, shall be entitled to elect the remaining members of the Board of Trustees. If at any time, however, dividends on any of the APS shall be unpaid in an amount equal to two full years' dividends (whether or not earned or declared) or the Holders of Preferred Shares, including the Auction Preferred Shares are otherwise entitled under the Investment Company Act to elect a majority of the Trustees, then the number of Trustees constituting the Board of Trustees shall automatically be increased by the smallest number such that, when added to the number of Trustees then constituting the Board of Trustees, the incumbent Trustees then elected solely by the Holders of the APS plus such additional Trustees shall constitute a majority of such increased number of Trustees; and at a special meeting of Shareholders, which shall be called and held as provided in Section 8.7(d), and at all subsequent meetings at which Trustees are to be elected, the Holders of the APS and holders of any other class of preferred shares of the Trust ranking on parity with the APS, by majority vote, voting separately as a single class (to the exclusion of the holders of all other series and classes of Shares of the Trust ranking junior to the APS), shall be entitled to elect such smallest number of additional Trustees of the Trust who will constitute a majority of the total number of Trustees of the Trust as so increased. The terms of office of the persons who are Trustees at the time of that election shall continue. If the Trust thereafter shall pay, or declare and set apart for payment, in full all dividends payable on all outstanding APS for all past Dividend Periods, the voting rights stated in the preceding sentence shall cease, and the terms of office of all of the additional Trustees elected by the Holders of the APS and holders of any other class of preferred shares of the Trust ranking on parity with the APS (but not the terms of the two incumbent Trustees elected by the Holders of the APS and the remaining incumbent Trustees elected by the Common Shares) shall terminate automatically, subject to the revesting of the rights of the Holders of the APS as provided in the second sentence of this paragraph in the event of any subsequent arrearage in the payment of two full years' dividends on the APS

(ii) Any vacancy in the office of any Trustees elected by the Holders of the APS may be filled by the remaining Trustees (or Trustee) so elected or, if not so filled, by the Holders of the APS and any other class of preferred shares of the Trust ranking on parity with the APS, voting separately as a single class, at any meeting of Shareholders for the election of Trustees held thereafter. Any vacancy in the office of any Trustees elected by the holders of the Common Shares may be filled by the remaining Trustees (or Trustee) so elected or, if not so filled, by the Holders of the Common Shares, voting separately as a single class, at any meeting of Shareholders for the election of Trustees held thereafter. Unless as otherwise provided in the Declaration of Trust, a Trustee elected by the Holders of the APS and any other class of preferred shares of the Trust ranking on parity with the APS may be removed with or without cause, but only by action taken by the Holders of at least a majority of the outstanding APS and any other class of preferred shares of the Trust ranking on parity with the APS. Unless as otherwise provided in the Declaration of Trust, a Trustee elected by the holders of the Common Shares may be removed but only for cause by action taken by the holders of at least 75% of the outstanding Common Shares; provided, however, that if such termination is recommended by two-thirds of the total number of Trustees then in office elected by the holders of the Common Shares, the vote of the holders of at least a majority of the Common Shares then outstanding shall be sufficient authorization.

(d) VOTING PROCEDURES.

As soon as practicable after the accrual of any right of the Holders to elect Trustees at a special meeting of Shareholders as described in
Section 8.7(c), the Trust shall notify the Auction Agent and the Auction Agent shall call or cause to be called such special meeting by mailing or causing to be mailed a notice of such special meeting to the Holders upon not less than 10 nor more than 45 days prior to the date fixed for the meeting. If the Trust fails to send such notice to the Auction Agent or if the Auction Agent does not call such special meeting, it may be called by any Holder on like notice.

The record date for determining the Holders entitled to notice of and to vote at such meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed.

The Holders of a majority of the APS then outstanding, present in person or by proxy, will constitute a quorum for the election of additional Trustees. At any such meeting or adjournment thereof in the absence of a quorum, a majority of the Holders present in person or by proxy shall have the power to adjourn the meeting for the election of additional Trustees without notice, other than an announcement at the meeting, until a quorum is present, and, subject to Section 8.7(b), to take any other action as shall properly come before such meeting.

If the right to elect additional Trustees shall have terminated as provided in Section 8.7(c) after the notice of a special meeting provided for in this Section 8.7(d) has been given but before the special meeting shall have been held, the Trust shall, as soon as practicable

after such termination, mail or cause to be mailed to the Holders a notice of cancellation of such special meeting.

(e) BOARD MAY TAKE CERTAIN ACTIONS WITHOUT SHAREHOLDER APPROVAL. The Board of Trustees, without the vote or consent of the shareholders of the Trust, may from time to time amend, alter or repeal any or all of the definitions of the terms listed below, and any provision of these By-Laws viewed by Moody's as a predicate for any such definition, and any such amendment, alteration or repeal will not be deemed to affect the preferences, rights or powers of APS or the Holders thereof; provided, however, that the Board of Trustees receives written confirmation from Moody's (such confirmation being required to be obtained only in the event Moody's is rating the APS) that any such amendment, alteration or repeal would not impair the ratings then assigned by Moody's to the APS:

Annual Valuation Date                                    Maximum Applicable Rate
Auditor's Confirmation                                   Moody's Discount Factor
Business Day                                             Moody's Eligible Assets
Closing Transaction                                      Moody's Hedging Transaction
Commercial Paper Dealer                                  Moody's Industry Classifications
Deposit Securities                                       Preferred Shares Basic Maintenance Amount
Discount Factor                                          Preferred Shares Basic Maintenance Cure Date
Discounted Value                                         Preferred Shares Basic Maintenance Report
Eligible Assets                                          Pricing Service
Exposure Period                                          Rating Agency
Failure to Deposit                                       Reference Rate Response
Independent Accountant                                   Short Term Money Market Instruments
Investment Company Act Cure Date                         Specific Redemption Provisions
Investment Company Act Preferred Asset Coverage          Structured Notes
Market Value                                             Treasury Bonds
                                                         Valuation Date

(f) VOTING RIGHTS SET FORTH HEREIN ARE SOLE VOTING RIGHTS. Unless otherwise required by law, the Holders of APS shall not have any relative rights or preferences or other special rights other than those specifically set forth herein.

(g) NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING. The Holders of APS shall have no preemptive rights or rights to cumulative voting.

(h) VOTING FOR TRUSTEES SOLE REMEDY FOR TRUST'S FAILURE TO PAY DIVIDENDS. In the event that the Trust fails to pay any dividends on the APS, the exclusive remedy of the Holders shall be the right to vote for trustees pursuant to the provisions of this Section 8.7.

Section 8.8. OTHER RESTRICTIONS.

(a) The Trustees may from time to time in their sole discretion impose restrictions on certain investment practices of the Trust in order to comply with guidelines established by Moody's or any other Rating Agency that may be rating the Trust's APS at the time.

(b) For so long as any APS are rated by Moody's, the Trust will not, without the prior consent of Moody's:

(i) issue senior securities representing indebtedness as defined under the Investment Company Act;

(ii) merge or consolidate into or with any other fund;

(iii) engage in interest rate swaps, caps and floors, except that the Trust may, without obtaining the written consent described above, engage in interest rate swaps, caps and floors, if; (1) the unsecured senior debt or claims paying ability of the counterparty to the swap, cap or floor is rated Aa3 or better by Moody's or A/A-1 or better by S&P and; (2) the swap, collar or floor is marked-to-market daily by the counterparty; (3) a swap, collar or floor that is "in the money" is valued at 95% of the accrued net excess of the Trust's entitlements over its obligations for purposes of calculating the Investment Company Act Preferred Shares Asset Coverage; (4) 100% of any accrued net excess of the Trust's obligations over it entitlements with respect to a swap, cap or floor that has not been defeased through the segregation of liquid assets on the Trust's books and records is included as a liability of the Trust for the purposes of calculating the Preferred Share Basic Maintenance Amount; (5) the swap, cap or floor notional amount does not exceed the liquidation preference of the Outstanding Preferred Shares and (6) the Trust intends to terminate the swap, cap or floor if the Trust fails to maintain the Investment Company Preferred Shares Asset Coverage on the last Business Day of any two consecutive months.

(iv) buy or sell financial futures contracts, write, purchase or sell call options on financial futures contracts or purchase put options on financial futures contracts or write call options (except covered call options) on portfolio securities unless it receives written confirmation from Moody's that engaging in such transactions would not impair the ratings then assigned to the APS by Moody's, except that the Trust may purchase or sell exchange-traded financial futures contracts based on any index approved by Moody's or Treasury Bonds, and purchase, write or sell exchange-traded put options on such financial futures contracts, any index approved by Moody's or Treasury Bonds, and purchase, write or sell exchange-traded call options on such financial futures contracts, any index approved by Moody's or Treasury Bonds (collectively "Moody's Hedging Transactions"), subject to the following limitations:

(A) the Trust will not engage in any Moody's Hedging Transaction based on any index approved by Moody's (other than transactions that terminate a futures contract or option held by the Trust by the Trust's taking the opposite position thereto ("Closing Transactions")) that would cause the Trust at the time of such transaction to own or have sold:

(1) outstanding financial futures contracts based on such index exceeding in number 10% of the average number of daily traded financial

futures contracts based on such index in the 30 days preceding the time of effecting such transaction as reported by The Wall Street Journal; or

(2) outstanding financial futures contracts based on any index approved by Moody's having a Market Value exceeding 50% of the Market Value of all portfolio securities of the Trust constituting Moody's Eligible Assets owned by the Trust (other than Moody's Eligible Assets already subject to a Moody's Hedging Transaction);

(B) the Trust will not engage in any Moody's Hedging Transaction based on Treasury Bonds (other than Closing Transactions) that would cause the Trust at the time of such transaction to own or have sold:

(1) outstanding financial futures contracts based on Treasury Bonds with such contracts having an aggregate Market Value exceeding 20% of the aggregate Market Value of Moody's Eligible Assets owned by the Trust and rated Aa by Moody's (or, if not rated by Moody's but rated by S&P, rated AA by S&P or Fitch); or

(2) outstanding financial futures contracts based on Treasury Bonds with such contracts having an aggregate Market Value exceeding 80% of the aggregate Market Value of all portfolio securities of the Trust constituting Moody's Eligible Assets owned by the Trust (other than Moody's Eligible Assets already subject to a Moody's Hedging Transaction) and rated Baa or A by Moody's (or, if not rated by Moody's but rated by S&P, rated BBB or A by S&P or Fitch);

(3) for purposes of the foregoing clauses (1) and (2), the Trust shall be deemed to own the number of financial futures contracts that underlie any outstanding options written by the Trust;

(C) the Trust will engage in Closing Transactions to close out any outstanding financial futures contract based on any index approved by Moody's if the amount of open interest in such index as reported by The Wall Street Journal is less than an amount to be mutually determined by Moody's and the Trust;

(D) the Trust may engage in a Closing Transaction to close out any outstanding financial futures contract by no later than the fifth Business Day of the month in which such contract expires and will engage in a Closing Transaction to close out any outstanding option on a financial futures contract by no later than the first Business Day of the month in which such option expires;

(E) the Trust will engage in Moody's Hedging Transactions only with respect to financial futures contracts or options thereon having the next settlement date or the settlement date immediately thereafter;

(F) the Trust (1) will not engage in options and futures transactions for leveraging or speculative purposes, except that an option or futures transaction shall not for these purposes be considered a leveraged position or speculative so long as the combination of the Trust's non-derivative positions, together with the relevant option or futures transaction, produces a synthetic investment position, or the same economic result, that could be achieved by an investment, consistent with the Trust's investment objectives and policies, in a security that is not an option or futures transaction, and (2) will not write any call options or sell any financial futures contracts for the purposes of hedging the anticipated purchase of an asset prior to completion of such purchase; and

(G) the Trust will not enter into an option or futures transaction unless, after giving effect thereto, the Trust would continue to have Moody's Eligible Assets with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount.

Section 8.9. AUCTION PROCEDURES.

(a) ORDERS.

(i) Prior to the Submission Deadline on each Auction Date for shares of a series of APS:

(A) each Beneficial Owner of shares of such series may submit to its Broker-Dealer by telephone or otherwise information as to:

(1) the number of Outstanding shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner desires to continue to hold without regard to the Applicable Rate for shares of such series for the next succeeding Rate Period of such shares;

(2) the number of Outstanding shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner offers to sell if the Applicable Rate for shares of such series for the next succeeding Rate Period of shares of such series shall be less than the rate per annum specified by such Beneficial Owner; and/or

(3) the number of Outstanding shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner offers to sell without regard to the Applicable Rate for shares of such series for the next succeeding Rate Period of shares of such series; and

(B) one or more Broker-Dealers, using lists of Potential Beneficial Owners, shall in good faith for the purpose of conducting a competitive

Auction in a commercially reasonable manner, contact Potential Beneficial Owners (by telephone or otherwise), including Persons that are not Beneficial Owners, on such lists to determine the number of shares, if any, of such series which each such Potential Beneficial Owner offers to purchase if the Applicable Rate for shares of such series for the next succeeding Rate Period of shares of such series shall not be less than the rate per annum specified by such Potential Beneficial Owner.

(C) For the purposes hereof, the communication by a Beneficial Owner or Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction Agent, of information referred to in clause (A)(1), (A)(2), (A)(3) or (B) of this Section 8.9(a)(i) is hereinafter referred to as an "Order" and collectively as "Orders" and each Beneficial Owner and each Potential Beneficial Owner placing an Order with a Broker-Dealer, and such Broker-Dealer placing an order with the Auction Agent, is hereinafter referred to as a "Bidder" and collectively as "Bidders"; an Order containing the information referred to in clause (A)(1) of this
Section 8.9(a)(i) is hereinafter referred to as a "Hold Order" and collectively as "Hold Orders"; an Order containing the information referred to in clause (A)(2) or (B) of this Section 8.9(a)(i) is hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order containing the information referred to in clause (A)(3) of this Section 8.9(a)(i) is hereinafter referred to as a "Sell Order" and collectively as "Sell Orders."

(D) A Bid by a Beneficial Owner or an Existing Holder of shares of a series of APS subject to an Auction on any Auction Date shall constitute an irrevocable offer to sell:

(1) the number of Outstanding shares of such series specified in such Bid if the Applicable Rate for shares of such series determined on such Auction Date shall be less than the rate specified therein;

(2) such number or a lesser number of Outstanding shares of such series to be determined as set forth in Section 8.9(d)(i)(A)(4) if the Applicable Rate for shares of such series determined on such Auction Date shall be equal to the rate specified therein; or

(3) the number of Outstanding shares of such series specified in such Bid if the rate specified therein shall be higher than the Maximum Applicable Rate for shares of such series, or such number or a lesser number of Outstanding shares of such series to be determined as set forth in
Section 8.9(d)(i)(A)(4) if the rate specified therein shall be higher than the Maximum Applicable Rate for shares of such series and Sufficient Clearing Bids for shares of such series do not exist.

(E) A Sell Order by a Beneficial Owner or an Existing Holder of shares of a series of APS subject to an Auction on any Auction Date shall constitute an irrevocable offer to sell:

(1) the number of Outstanding shares of such series specified in such Sell Order; or

(2) such number or a lesser number of Outstanding shares of such series as set forth in Section 8.9(d)(i)(B)(3) if Sufficient Clearing Bids for shares of such series do not exist; provided, however, that a Broker-Dealer that is an Existing Holder with respect to shares of a series of APS shall not be liable to any Person for failing to sell such shares pursuant to a Sell Order described in the proviso to paragraph (iii) of Section 8.9(b) if (X) such shares were transferred by the Beneficial Owner thereof without compliance by such Beneficial Owner or its transferee Broker-Dealer (or other transferee person, if permitted by the Trust) with the provisions of Section 8.9(f) or (Y) such Broker-Dealer has informed the Auction Agent pursuant to the terms of its Broker-Dealer Agreement that, according to such Broker-Dealer's records, such Broker Dealer believes it is not the Existing Holder of such shares.

(F) A Bid by a Potential Beneficial Holder or a Potential Holder of shares of a series of APS subject to an Auction on any Auction Date shall constitute an irrevocable offer to purchase:

(1) the number of Outstanding shares of such series specified in such Bid if the Applicable Rate for shares of such series determined on such Auction Date shall be higher than the rate specified therein; or

(2) such number or a lesser number of Outstanding shares of such series as set forth in Section 8.9(d)(i)(A)(5) if the Applicable Rate for shares of such series determined on such Auction Date shall be equal to the rate specified therein.

(ii) No Order for any number of APS other than whole shares shall be valid.

(b) SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT.

(i) Each Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for APS of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and as a Potential Holder in respect of shares subject to

Orders submitted to it by Potential Beneficial Owners, and shall specify with respect to each Order for such shares:

(A) the name of the Bidder placing such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust);

(B) the aggregate number of shares of such series that are the subject of such Order;

(C) to the extent that such Bidder is an Existing Holder of shares of such series:

(1) the number of shares, if any, of such series subject to any Hold Order of such Existing Holder;

(2) the number of shares, if any, of such series subject to any Bid of such Existing Holder and the rate specified in such Bid; and

(3) the number of shares, if any, of such series subject to any Sell Order of such Existing Holder; and

(D) to the extent such Bidder is a Potential Holder of shares of such series, the rate and number of shares of such series specified in such Potential Holder's Bid.

(ii) If any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate up to the next highest one thousandth (.001) of 1%.

(iii) If an Order or Orders covering all of the outstanding APS of a series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted by or on behalf of such Existing Holder covering the number of Outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of such series held by any Existing Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting of more than 91 days, the Auction Agent shall deem a Sell order to have been submitted by or on behalf of such Existing Holder covering the number of outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction Agent.

(iv) If one or more Orders of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding APS of a series subject to an Auction held by such Existing Holder, such Orders shall be considered valid in the following order of priority:

(A) all Hold Orders for shares of such series shall be considered valid, but only up to and including in the aggregate the number of Outstanding shares of such series held by such Existing Holder, and if the number of shares of such series subject to such Hold Orders exceeds the number of Outstanding shares of such series held by such Existing Holder, the number of shares subject to each such Hold Order shall be reduced pro rata to cover the number of Outstanding shares of such series held by such Existing Holder;

(B)

(1) any Bid for shares of such series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such Existing Holder over the number of shares of such series subject to any Hold Orders referred to in clause (A) above;

(2) subject to subclause (1), if more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with the same rate and the number of Outstanding shares of such series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including the amount of such excess, and the number of shares of such series subject to each Bid with the same rate shall be reduced pro rata to cover the number of shares of such series equal to such excess;

(3) subject to subclauses (1) and
(2), if more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with different rates, such Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess;

(4) in any such event, the number, if any, of such Outstanding shares of such series subject to any portion of Bids considered not valid in whole or in part under this clause (B) shall be treated as the subject of a Bid for shares of such series by or on behalf of a Potential Holder at the rate therein specified; and

(C) all Sell Orders for shares of such series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such Existing Holder over the sum of shares of such series subject to valid Hold Orders referred to in clause (A) above and valid Bids referred to in clause (B) above.

(v) If more than one Bid for one or more shares of a series of APS is submitted to the Auction Agent by or on behalf of any Potential Holder, each such

Bid submitted shall be a separate Bid with the rate and number of shares therein specified.

(vi) Any Order submitted by a Beneficial Owner or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any Auction Date, shall be irrevocable.

(c) DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BIDS RATE AND APPLICABLE RATE.

(i) Not earlier than the Submission Deadline on each Auction Date for shares of a series of APS, the Auction Agent shall assemble all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of shares of such series (each such Order as submitted or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as a "Submitted Order" and collectively as "Submitted Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may be, or as "Submitted Orders") and shall determine for such series:

(A) the excess of the number of Outstanding shares of such series over the number of Outstanding shares of such series subject to Submitted Hold Orders (such excess being hereinafter referred to as the "Available APS" of such series);

(B) from the Submitted Orders for shares of such series whether:

(1) the number of Outstanding shares of such series subject to Submitted Bids of Potential Holders specifying one or more rates equal to or lower than the Maximum Applicable Rate for shares of such series exceeds or is equal to the sum of:

(2) the number of Outstanding shares of such series subject to Submitted Bids of Existing Holders specifying one or more rates higher than the Maximum Applicable Rate for shares of such series; and

(3) the number of Outstanding shares of such series subject to Submitted Sell Orders

(in the event such excess or such equality exists (other than because the number of shares of such series in subclauses (2) and (3) above is zero because all of the Outstanding shares of such series are subject to Submitted Hold Orders), such Submitted Bids in subclause (1) above being hereinafter referred to collectively as "Sufficient Clearing Bids" for shares of such series); and

(C) if Sufficient Clearing Bids for shares of such series exist, the lowest rate specified in such Submitted Bids (the "Winning Bid Rate" for shares of such series) which if:

(1) (X) each such Submitted Bid of Existing Holders specifying such lowest rate and (Y) all other such Submitted Bids of Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the shares of such series that are subject to such Submitted Bids; and

(2) (X) each such Submitted Bid of Potential Holders specifying such lowest rate and (Y) all other such Submitted Bids of Potential Holders specifying lower rates were accepted would result in such Existing Holders described in Section 8.9(c(i)(B)(2)
(1) above continuing to hold an aggregate number of Outstanding shares of such series which, when added to the number of Outstanding shares of such series to be purchased by such Potential Holders described in Section 8.9(c(i)(B)(2), would equal not less than the Available APS of such series.

(ii) Promptly after the Auction Agent has made the determinations pursuant to paragraph (i) of this Section 8.9(c), the Auction Agent shall advise the Trust of the Maximum Applicable Rate for shares of the series of APS for which an Auction is being held on the Auction Date and, based on such determination the Applicable Rate for shares of such series for the next succeeding Rate Period thereof as follows:

(A) if Sufficient Clearing Bids for shares of such series exist, that the Applicable Rate for all shares of such series for the next succeeding Rate Period thereof shall be equal to the Winning Bid Rate for shares of such series so determined;

(B) if Sufficient Clearing Bids for shares of such series do not exist (other than because all of the Outstanding shares of such series are subject to Submitted Hold Orders), that the Applicable Rate for all shares of such series for the next succeeding Rate Period thereof shall be equal to the Maximum Applicable Rate for shares of such series; or

(C) if all of the Outstanding shares of such series are subject to Submitted Hold Orders, that the Dividend Period shall be a Dividend Period of seven Rate Period Days and the Applicable Rate for all shares of such series for the next succeeding Rate Period thereof shall be the applicable "AA" Financial Composite Commercial Paper Rate on such Auction Date.

(d) ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS AND ALLOCATION OF SHARES.

(i) Existing Holders shall continue to hold the APS that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to Section 8.9(c)(i)(A), the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the Auction Agent shall take such other action as set forth below:

(A) If Sufficient Clearing Bids for shares of a series of APS have been made, all Submitted Sell Orders with respect to shares of such series shall be accepted and, subject to the provisions of paragraphs
(iv) and (v) of Section 8.9(d), Submitted Bids with respect to shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with respect to shares of such series shall be rejected:

(1) Existing Holders' Submitted Bids for shares of such series specifying any rate that is higher than the Winning Bid Rate for shares of such series shall be accepted, thus requiring each such Existing Holder to sell the APS subject to such Submitted Bids;

(2) Existing Holders' Submitted Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be rejected, thus entitling each such Existing Holder to continue to hold the APS subject to such Submitted Bids;

(3) Potential Holders' Submitted Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be accepted;

(4) each Existing Holder's Submitted Bid for shares of such series specifying a rate that is equal to the Winning Bid Rate for shares of such series shall be rejected, thus entitling such Existing Holder to continue to hold the APS subject to such Submitted Bid, unless the number of Outstanding APS subject to all such Submitted Bids shall be greater than the number of APS ("remaining shares") in the excess of the Available APS of such series over the number of APS subject to Submitted Bids described in Sections 8.9(d)(i)(A) and (C), in which event such Submitted Bid of such Existing Holder shall be rejected in part, and such Existing Holder shall be entitled to continue to hold APS subject to such Submitted Bid, but only in an amount equal to the number of APS of such series obtained by multiplying the number of remaining shares by a fraction, the numerator of which shall be the number of Outstanding APS held by such Existing Holder subject to such Submitted Bid and the denominator of which shall be the aggregate number of Outstanding APS subject to such Submitted

Bids made by all such Existing Holders that specified a rate equal to the Winning Bid Rate for shares of such series; and

(5) each Potential Holder's Submitted Bid for shares of such series specifying a rate that is equal to the Winning Bid Rate for shares of such series shall be accepted but only in an amount equal to the number of shares of such series obtained by multiplying the number of shares in the excess of the Available APS of such series over the number of APS subject to Submitted Bids described in clauses (2) through (4) of this Section 8.9(i)(A) by a fraction, the numerator of which shall be the number of Outstanding APS subject to such Submitted Bid and the denominator of which shall be the aggregate number of Outstanding APS subject to such Submitted Bids made by all such Potential Holders that specified a rate equal to the Winning Bid Rate for shares of such series.

(B) If Sufficient Clearing Bids for shares of a series of APS have not been made (other than because all of the Outstanding shares of such series are subject to Submitted Hold Orders), subject to the provisions of Section 8.9(d)(4), Submitted Orders for shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares of such series shall be rejected:

(1) Existing Holders' Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be rejected, thus entitling such Existing Holders to continue to hold the APS subject to such Submitted Bids;

(2) Potential Holders' Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Applicable Rate for shares of such series shall be accepted; and

(3) Each Existing Holder's Submitted Bid for shares of such series specifying any rate that is higher than the Maximum Applicable Rate for shares of such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the number of shares of such series obtained by multiplying the number of shares of such series subject to Submitted Bids described in clause (2) of this paragraph (B) by a fraction, the numerator of which shall be the number of

Outstanding shares of such series held by such Existing Holder subject to such Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of such series subject to all such Submitted Bids and Submitted Sell Orders.

(C) If all of the Outstanding shares of a series of APS are subject to Submitted Hold Orders, all Submitted Bids for shares of such series shall be rejected.

(D) If, as a result of the procedures described in clause (4) or (5) of paragraph (A) or clause (3) of paragraph (B) of this Section 8.9(d)(i), any Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction of a share of a series of APS on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion, round up or down the number of APS of such series to be purchased or sold by any Existing Holder or Potential Holder on such Auction Date as a result of such procedures so that the number of shares so purchased or sold by each Existing Holder or Potential Holder on such Auction Date shall be whole APS.

(E) If, as a result of the procedures described in clause (5) of Section 8.9(d)(i)(A), any Potential Holder would be entitled or required to purchase less than a whole share of a series of APS on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its sole discretion, allocate APS of such series for purchase among Potential Holders so that only whole shares of APS of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even if such allocation results in one or more Potential Holders not purchasing APS of such series on such Auction Date.

(F) Based on the results of each Auction for shares of a series of APS, the Auction Agent shall determine the aggregate number of shares of such series to be purchased and the aggregate number of shares of such series to be sold by Potential Holders and Existing Holders and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of shares to be purchased and such aggregate number of shares to be sold differ, determine to which other Potential Holder(s) or Existing Holder(s) they shall deliver, or from which other Potential Holder(s) or Existing Holder(s) they shall receive, as the case may be, APS of such series. Notwithstanding any provision of the Auction Procedures to the contrary, in the event an Existing Holder or Beneficial Owner of a series of APS with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was accepted in whole or in part, fails to instruct its Agent

Member to deliver such shares against payment therefor, partial deliveries of APS that have been made in respect of Potential Holders' or Potential Beneficial Owners' submitted Bids for shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential Beneficial Owners.

(G) None of the Trust, the Adviser, nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver APS of any series or to pay for APS of any series sold or purchased pursuant to the Auction Procedures or otherwise.

(e) AUCTION AGENT.

For so long as any APS are outstanding, the Auction Agent, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company or other financial institution independent of the Trust and its Affiliates (which however may engage or have engaged in business transactions with the Trust or its Affiliates) and at no time shall the Trust or any of its affiliates act as the Auction Agent in connection with the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any APS are outstanding, the Board of Trustees shall use its best efforts promptly thereafter to appoint another qualified commercial bank, trust company or financial institution to act as the Auction Agent. The Auction Agent's registry of Existing Holders of a series of APS shall be conclusive and binding on the Broker-Dealers. A Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. on the Business Day preceding an Auction for a series of APS and 9:30 a.m. on the Auction Date for such Auction to ascertain the number of shares of such series in respect of which the Auction Agent has determined such Broker-Dealer to be an Existing Holder. If such Broker-Dealer believes it is the Existing Holder of fewer shares of such series than specified by the Auction Agent in response to such Broker-Dealer's inquiry, such Broker-Dealer may so inform the Auction Agent of that belief. Such Broker-Dealer shall not, in its capacity as Existing Holder of shares of such series, submit Orders in such Auction in respect of shares of such series covering in the aggregate more than the number of shares of such series specified by the Auction Agent in response to such Broker-Dealer's inquiry.

(f) TRANSFER OF APS.

Unless otherwise permitted by the Trust, a Beneficial Owner or an Existing Holder may sell, transfer or otherwise dispose of APS only in whole shares and only pursuant to a Bid or Sell Order placed with the Auction Agent in accordance with the procedures described in this Section 8.9 or to a Broker-Dealer; provided, however, that (a) a sale, transfer or other disposition of APS from a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer as the holder of such shares to that Broker-Dealer or another customer of that Broker-Dealer shall not be deemed to be a sale, transfer or other disposition for purposes of this Section 8.9 if such Broker-Dealer remains the Existing Holder of the shares so sold, transferred or disposed of immediately after such sale, transfer or disposition and (b) in the case of all transfers other than

pursuant to Auctions, the Broker-Dealer (or other Person, if permitted by the Trust) to whom such transfer is made shall advise the Auction Agent of such transfer.

(g) GLOBAL CERTIFICATE.

Prior to the commencement of a any period in which the holders of Preferred Shares are entitled to elect a majority of the Board of Trustees, (i) all of the shares of a series of APS outstanding from time to time shall be represented by one global certificate registered in the name of the Securities Depository or its nominee and (ii) no registration of transfer of shares of a series of APS shall be made on the books of the Trust to any Person other than the Securities Depository or its nominee.

(h) FORCE MAJEURE.

(i) Notwithstanding anything else set forth herein, if an Auction Date is not a Business Day because the New York Stock Exchange is closed for business due to an act of God, natural disaster, act of war, civil or military disturbance, act of terrorism, sabotage, riots or a loss or malfunction of utilities or communications services or the Auction Agent is not able to conduct an Auction in accordance with the Auction Procedures for any such reason, then the Auction Rate for the next Dividend Period shall be the Auction Rate determined on the previous Auction Date.

(ii) Notwithstanding anything else set forth herein, if a Dividend Payment Date is not a Business Day because the New York Stock Exchange is closed for business due to an act of God, natural disaster, act of war civil or military disturbance, act of terrorism, sabotage, riots or a loss or malfunction of utilities or communications services or the dividend payable on such date can not be paid for any such reason, then:

(A) the Dividend Payment Date for the affected Dividend Period shall be the next Business Day on which the Trust and its paying agent, if any, are able to cause the dividend to be paid using their reasonable best efforts;

(B) the affected Dividend Period shall end on the day it would have ended had such event not occurred and the Dividend Payment Date had remained the scheduled date; and

(C) the next Dividend Period will begin and end on the dates on which it would have begun and ended Date remained the scheduled date.

(i) MISCELLANEOUS.

The Board of Trustees may interpret the provisions of this
Section 8.9 to resolve any inconsistency or ambiguity, remedy any formal defect or make any other change or modification that does not materially adversely affect the rights of Existing Holders of

the Preferred Shares, and if such inconsistency, ambiguity or formal defect reflects an inaccurate provision hereof, the Board of Trustees may, in appropriate circumstances, amend this Section 8.9. An Existing Holder (A) may sell, transfer or otherwise dispose of Preferred Shares only pursuant to a Bid or Sell Order in accordance with the procedures described in this Section 8.9 or to or through a Broker-Dealer, provided that in the case of all transfers other than pursuant to Auctions such Existing Holder or its Broker-Dealer or its Agent Member advises the Auction Agent of such transfer, and (B) shall have the ownership of the Preferred Shares held by it maintained in book-entry form by the Securities Depository in the account of its Agent Member, which in turn will maintain records of such Existing Holder's beneficial ownership. Neither the Trust nor any affiliated person of the Trust (as defined under the Investment Company Act) shall submit any Order in any Auction. All of the Outstanding Preferred Shares shall be represented by one certificate registered in the name of the nominee of the Securities Depository. Each such certificate shall bear a legend substantially to the effect that transfer of the Shares represented by such certificate is subject to the restrictions specified in Section
8.9(f). Neither the Trust nor any of its agents, including, without limitation, the Auction Agent, shall have any liability with respect to the failure of a Potential Holder, Existing Holder or Agent Member to deliver, or to pay for, Preferred Shares sold or purchased in an Auction or otherwise.

ARTICLE IX

TERMS OF COMMON SHARES

Section 9.1. DESIGNATION. A class of common shares of beneficial interest, without par value, is hereby designated "Common Shares" (the "Common Shares").

Section 9.2. COMMON SHARES.

(a) The Common Shares shall rank junior to the Preferred Shares with respect to payment of dividends and distributions on liquidation or dissolution and shall have such other qualifications, limitations or restrictions as provided in the Declaration.

(b) Except as otherwise provided herein or by law and the Declaration, the holders of the Common Shares shall be entitled to one vote for each Share on each matter submitted to a vote of the Shareholders of the Trust. The holders of the Common Shares and the holders of the Preferred Shares shall vote together as a single class except as herein provided or to the extent otherwise required by the 1940 Act or the Declaration.

(c) After all accumulated and unpaid dividends upon all outstanding Preferred Shares for all previous dividend periods have been paid, and full dividends on all outstanding Preferred Shares for the then-current dividend period have been paid or declared and a sum sufficient for the payment thereof set apart therefore, then and not otherwise, dividends or other distributions may be declared upon and paid to the holders of the Common Shares, to the exclusion of the holders of the Preferred Shares.

(d) In the event of the dissolution, liquidation, or winding up of the Trust, whether voluntary or involuntary, after payment in full of the amounts, if any, required to be paid to the holders of the Preferred Shares, the holders of the Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares, to share ratably in all remaining assets of the Trust.

ARTICLE X

FISCAL YEAR

The fiscal year of the Trust shall be established by resolution of the Trustees.

ARTICLE XI

SEAL

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe but the absence of a seal shall not impair the validity or execution of any document.

ARTICLE XII

SUFFICIENCY AND WAIVERS OF NOTICE

Whenever any notice whatever is required to be given by law, the Declaration of Trust or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been sent by mail, telegraph, cable, wireless, facsimile or electronic means for the purposes of these By-laws when it has been delivered to a representative of any entity holding itself out as capable of sending notice by such means with instructions that it be so sent.

ARTICLE XIII

AMENDMENTS

These By-laws, or any of them, may be altered, amended or repealed, or new By-laws may be adopted by a vote of a majority of the Trustees, provided, however, that no By-law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to federal or state law, the Declaration of Trust or these By-laws, a vote of the Shareholders.

END OF BY-LAWS

EXHIBIT 99(d)

AUCTION PREFERRED SHARES, SERIES A

NO PAR VALUE PER SHARE

$25,000 LIQUIDATION PREFERENCE PER SHARE

Certificate Number: 1

Number of Shares: 1,720

CUSIP No.: 410142 20 2

JOHN HANCOCK INVESTORS TRUST

This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series A, no par value per share, $25,000 liquidation preference per share, of John Hancock Investors Trust, a Massachusetts business trust (the "Trust"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust, as amended and restated on August 26, 2003, establishing the Trust and the By-Laws of the Trust, as amended and restated on August 26, 2003 (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Trust at the offices of the Trust. 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 Trust in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Trust as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Trust. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers.

Dated:

Executed on behalf of the Trust:

_____________________________________               ____________________________
President and Chief Executive Officer                         Treasurer

Countersigned and Registered:

Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar

BY: ________________________________

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust 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.

    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 Trust 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 B

NO PAR VALUE PER SHARE

$25,000 LIQUIDATION PREFERENCE PER SHARE

Certificate Number: 1

Number of Shares: 1,720

CUSIP No.: 410142 30 1

JOHN HANCOCK INVESTORS TRUST

This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series B, no par value per share, $25,000 liquidation preference per share, of John Hancock Investors Trust, a Massachusetts business trust (the "Trust"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust, as amended and restated on August 26, 2003, establishing the Trust and the By-Laws of the Trust, as amended and restated on August 26, 2003 (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Trust at the offices of the Trust. 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 Trust in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Trust as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Trust. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers.

Dated:

Executed on behalf of the Trust:

_____________________________________              ___________________________

President and Chief Executive Officer                       Treasurer

Countersigned and Registered:

Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar

BY: _____________________________

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust 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.

        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 Trust 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.

EXHIBIT G

JOHN HANCOCK INVESTORS TRUST

INVESTMENT MANAGEMENT CONTRACT

AS AMENDED AND RESTATED
AUGUST 22, 2003

JOHN HANCOCK INVESTORS TRUST

Boston, Massachusetts 02199

August 22, 2003

John Hancock Advisers, LLC
101 Huntington Avenue
Boston, Massachusetts 02199

INVESTMENT MANAGEMENT CONTRACT

Dear Sirs:

John Hancock Investors Trust (the "Trust") has been organized as a business trust under the laws of Massachusetts to engage in the business of investing securities. Its Trustees have selected you to provide investment advice and management for the Trust and to provide certain other services, as more fully set forth below, and you are willing to provide such advice, management and services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows:

1. Delivery of Trust Documents. The Trust has furnished you with copies, properly certified or authenticated, of each of the following:

(a) "Declaration of Trust" of the Trust.

(b) "By-Laws of the Trust" as in effect on the date hereof.

(c) "Resolutions of the Trustees" of the Trust selecting you as investment adviser and manager and approving the form of this Contract.

The Trust will furnish you from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing, if any.

2. Investment Services. You will use your best efforts to present to the Trust a continuing and suitable investment program consistent with the investment policies and objective of the Trust. In the performance of your duties hereunder, subject always to the provisions contained in the documents delivered to you pursuant to Section 1, as each of the same may from time to time be amended or supplemented, you will, at your own expense:

(a) furnish the Trust with advice and recommendations, consistent with the investment policies of the Trust with respect to the purchase, holding and disposition of portfolio securities;

(b) advise the Trust in connection with policy decisions to be made by its Trustees or any committee thereof and, as requested, furnish the Trust with research, economic and statistical data in connection with the Trust's investments and investment policies;

(c) provide administration of the day-to-day investment operations of the Trust;

(d) investigate and conduct relations with the issuers of securities privately purchased or to be purchased by the Trust;

(e) submit reports analyzing each portfolio security of the Trust at least monthly and more frequently on the request of the Trust's Board of Trustees;

(f) assist the Trust in any negotiations relating to the Trust's investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors;

(g) provide office space and office equipment, the use of accounting equipment when required, and necessary executive, clerical and secretarial personnel for the performance of the foregoing services;

(h) from time to time or any time requested by the Trustees of the Trust, make reports to the Trust of your performance of the foregoing services and furnish advice and recommendations with respect to other aspects of the business and affairs of the Trust; and

(i) maintain and preserve the records required by the Investment Company Act of 1940 to be maintained and preserved by the Trust. You agree that such records are the property of the Trust and will be surrendered to the Trust promptly upon request therefore.

3. Expenses of the Adviser. You will pay:

(a) the compensation and expenses of all officers and employees of the Trust;

(b) the expenses of office rent, telephone, utilities, office furniture, equipment and other office expenses of the Trust;

(c) the expense of periodic calculations of the net asset value of the Trust's shares;

(d) any other expenses incurred by you in connection with the performance of your duties hereunder.

4. Expenses of the Trust. You will not be required to pay any expenses of the Trust not expressly assumed by you. In particular, and without limiting the generality of the foregoing, you will not be required to pay:

(a) the compensation and expenses of Trustees who are not interested persons (as used in this Contract, such term shall have the meaning specified in the Investment Company Act of 1940, as amended) of you, and of independent advisers, independent contractors, consultants, managers and other agents employed by the Trust other than through you;

(b) legal, accounting, financial management, tax and auditing fees and expenses of the Trust (including an allocable portion of the cost of its employees rendering such services to the Trust);

(c) the fees or disbursements of custodians and depositories of the Trust's assets, transfer agents, disbursing agents, and registrars;

(d) taxes or governmental fees;

(e) the cost of preparing and mailing dividends, distributions, reports, notices and proxy materials to stockholders;

(f) brokers' commissions or underwriting fees; and

(g) insurance as required by the Trustees of the Trust.

5. Compensation of the Adviser. For all services to be rendered and payments to be made by you as provided in paragraphs 2 and 3 hereof, the Trust will pay you quarterly, an investment management fee approximately equivalent on an annual basis to a stated percentage of the average weekly managed assets of the Trust as set forth below:

      Net Asset Value          Annual Rate
      ---------------          -----------
First $150,000,000                0.650%
Next $50,000,000                  0.375%
Next $100,000,000                 0.350%
Amount Over $300,000,000          0.300%

"Managed assets" means the total assets of the Trust (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than liabilities representing financial leverage). The liquidation preference of any preferred shares is not a liability. The "average weekly managed assets" of the Trust shall be determined on the basis set forth in the Trust's prospectus or otherwise consistent with the 1940 Act and the rules and regulations promulgated thereunder, provided that a majority of the Trustees of the Trust, including a majority of the Trustees of the Trust who are not interested persons of you or of the Trust (otherwise than as Trustees) shall have approved the valuations of the Trust's assets on which such fee is based.

6. Other Activities of Adviser and Its Affiliates. Nothing herein contained shall prevent you or any affiliate or associate of yours from engaging in any other business or from acting as investment adviser or investment manager for any other person or entity, whether or not having investment policies or portfolios similar to the Trust's; and it is specifically understood that

officers, directors and employees of yours and those of your parent company, John Hancock Mutual Insurance Company, may continue to engage in portfolio management and advice on behalf of other investment companies, whether or not registered, and of the said Insurance Company itself.

7. Avoidance of Inconsistent Position. In connection with purchases or sales of portfolio securities for the account of the Trust neither you nor any of your directors, officers or employees will act as principal or agent or receive any commission. If any occasion should arise in which you advise persons concerning the shares of the Trust you will act solely on your own behalf and not in any way on behalf of the Trust.

8. No Partnership or Joint Venture. The Trust and you are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

9. Name of Trust. The Trust may use the name "John Hancock" or may name derived from or similar to the name "John Hancock Advisers, Inc." or "John Hancock Mutual Life Insurance Company" only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect. At such time as such an agreement shall no longer be in effect, the Trust will (to the extent that it lawfully can) cease to use such a name or any other name indicating that it is advised by or otherwise connected with you.

10. Limitation of Liability of Adviser. You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Contract relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Contract. Any person, even though also employed by you, who may be or become an employee of and paid by the Trust shall be deemed, when acting within the scope of his employment by the Trust to be acting in such employment solely for the Trust and not as your employee or agent.

11. Duration and Termination of this Contract. This Contract shall remain in force but only so long as such continuance is specifically approved at least annually by (a) a majority of the Trustees who are not interested persons of you or (other than as Trustees) of the Trust cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trustees of the Trust or (ii) a majority of the outstanding voting securities of the Trust. This Contract may, on 60 days' written notice, be terminated at any time without the payment of any penalty, by the Trustees of the Trust; by vote of a majority of the outstanding voting securities of the Trust; or by you. This Contract shall automatically terminate in the event of its assignment. In interpreting the provisions of this Paragraph 11, the definitions contained in Section 2(a) of the Investment Company Act of 1940, as amended (particularly the definitions of "assignment" and "voting security"), shall be applied.

12. Amendment of this Contract. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Contract shall be effective until approved by (a) a majority of the Trustees who are not

interested persons of you or (other than as Trustees) of the Trust cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trustees of the Trust or (ii) a majority of the outstanding voting securities of the Trust as defined in the Investment Company Act of 1940, as amended.

13. Miscellaneous. The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract.

Yours very truly,

JOHN HANCOCK INVESTORS TRUST

The foregoing Agreement is hereby accepted as of the date thereof.

JOHN HANCOCK ADVISERS, INC.

The name John Hancock Investors Trust is the designation of the Trustees under the Declaration of Trust, dated October 5, 1984, as amended from time to time. The obligations of the Trust are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Trust but only the Trust's property shall be bound.

EXHIBIT 99(h)

John Hancock Investors Trust

Auction Preferred Shares

No Par Value

UNDERWRITING AGREEMENT

October [ ], 2003

UNDERWRITING AGREEMENT

October [ ], 2003

UBS Securities LLC
as Managing Representative
299 Park Avenue
New York, New York 10171-0026

Ladies and Gentlemen:

John Hancock Investors Trust, a voluntary association with transferable shares organized and existing under and by virtue of the laws of The Commonwealth of Massachusetts (commonly referred to as a Massachusetts business trust) (the "Fund"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the "Underwriters") an aggregate of [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series M Auction Preferred Shares of the Fund, [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series T Auction Preferred Shares of the Fund, [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series W Auction Preferred Shares of the Fund,
[ ] preferred shares of beneficial interest of the Fund, no par value, designated Series TH Auction Preferred Shares of the Fund, and [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series F Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (the "Shares"). The Shares are described in the Prospectus, which is referred to below.

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the "Act"), and with the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the "Investment Company Act"), with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form N-2 (File Nos. 333-108637 and 811-04173), including a prospectus and a statement of additional information, relating to the Shares. The Fund has furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses (including a preliminary statement of additional information) (each thereof, including such preliminary statement of additional information, being herein called a "Preliminary Prospectus") relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it becomes effective (the "Effective Date"), including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 497 under the Act and deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A under the Act is herein called the Registration Statement, and the prospectus (including the statement of additional information), in the form filed by the Fund with the Commission pursuant to Rule 497 under the Act or, if no such filing is required, the form of final

prospectus (including the form of final statement of additional information) included in the "Registration Statement" at the time it became effective, is herein called the "Prospectus." In addition, the Fund has filed a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act.

John Hancock Advisers, LLC ("John Hancock Advisers" or the "Investment Adviser") acts as the Fund's investment adviser pursuant to an Amended and Restated Investment Management Contract by and between the Fund and the Investment Adviser, dated as of [ ], 2003 (the "Investment Advisory Agreement"). The Bank of New York acts as the custodian (the "Custodian") of the Fund's cash and portfolio assets pursuant to a Custody Agreement, dated as of
[ ], 2003 (the "Custody Agreement"). Mellon Investor Services, LLC acts as the Fund's transfer agent, registrar and dividend disbursing agent with respect to the common shares of the Fund (the "Transfer Agent") pursuant to a transfer agency agreement, dated as of [ ], 2003 (the "Transfer Agency Agreement"). Deutsche Bank Trust Company Americas will act as the Fund's auction agent (the "Auction Agent") for the Shares pursuant to an Auction Agency Agreement, dated as of [ ], 2003 (the "Auction Agency Agreement"). The Fund has entered into a Letter Agreement, dated as of [ ], 2003, with the Depository Trust Company (the "DTC Agreement").

The Fund, the Investment Adviser and the Underwriters agree as follows:

1. SALE AND PURCHASE. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $24,750 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine.

2. PAYMENT AND DELIVERY. Payment of the purchase price for the Shares shall be made by the Underwriters to the Fund by Federal Funds wire transfer, against delivery of the certificates for the Shares to you through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time on the third business day following the date of this Underwriting Agreement (unless another date or time shall be agreed to by you and the Fund). The time at which such payment and delivery are actually made is hereinafter sometimes called the "Time of Purchase" or the "Closing Date."

A certificate in definitive form representing the Shares registered in the name of Cede & Co., as nominee for DTC, shall be delivered by or on behalf of

the Fund to DTC for the account of the Underwriters. For the purpose of expediting the checking of the certificates for the Shares by you, the Fund agrees to make such certificates available to you for such purpose at least one full business day preceding the Time of Purchase.

3. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE INVESTMENT ADVISER. Each of the Fund and the Investment Adviser jointly and severally represents and warrants to each Underwriter as follows:

(a) On (A) the Effective Date and the date on which the Prospectus is first filed with the Commission pursuant to Rule 497(b),
(h) or (j) under the Act, as the case may be, (B) the date on which any post-effective amendment to the Registration Statement (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) became or becomes effective or any amendment or supplement to the Prospectus was or is filed with the Commission and (C) the Closing Dates, the Registration Statement, the Prospectus and any such amendment or supplement thereto and the Notification complied or will comply in all material respects with the requirements of the Act and the Investment Company Act, as the case may be. On the Effective Date and on the date that any post-effective amendment to the Registration Statement (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) became or becomes effective, neither the Registration Statement nor any such amendment did or will contain any untrue statement of a material fact or omit to state a material fact required to be stated in it or necessary to make the statements in it not misleading. At the Effective Date and, if applicable, the date the Prospectus or any amendment or supplement to the Prospectus was or is filed with the Commission and at the Closing Dates, the Prospectus did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated in it or necessary to make the statements in it, in light of the circumstances under which they were made, not misleading. The foregoing representations in this Section 3(a) do not apply to statements or omissions relating to the Underwriters made in reliance on and in conformity with information furnished in writing to the Fund by you expressly for use in the Registration Statement, the Prospectus, or any amendments or supplements thereto, as described in Section 9(f) hereof.

(b) The Fund has been duly formed, is validly existing as a Massachusetts business trust, with full power and authority to conduct its business as described in the Registration Statement and Prospectus, and the Fund is duly licensed and qualified to do business and in good standing in each jurisdiction in which its ownership or leasing of property or its conducting

of business requires such qualification, except where the failure to be so licensed and qualified, either alone or in the aggregate, would not result in a Material Adverse Effect (as defined below in Section 3(m)) and the Fund owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Prospectus, except such licenses, permits, consents, orders, approvals and other authorizations of the Fund to obtain, either alone or in the aggregate, would not result in a Material Adverse Effect (as defined below in Section 3(m)). The Fund has no subsidiaries.

(c) The capitalization of the Fund is as set forth in the Registration Statement and the Prospectus. The common shares of beneficial interest of the Fund (the "Common Shares") and the Shares conform to the description of them in the Prospectus. All the outstanding Common Shares have been duly authorized and are validly issued, fully paid and, except to the extent set forth in the Prospectus, nonassessable. The Shares to be issued and delivered to and paid for by the Underwriters in accordance with this Underwriting Agreement against payment therefor as provided by this Underwriting Agreement have been duly authorized and when issued and delivered to the Underwriters will have been validly issued and will be fully paid and, except to the extent set forth in the Prospectus, nonassessable. No person is entitled to any preemptive or other similar rights with respect to the Shares.

(d) The Fund is duly registered with the Commission under the Investment Company Act as a diversified, closed-end management investment company, and, subject to the filing of a final amendment to the Registration Statement, or any required filing under Rule 430A or Rule 497 under the Act (the "Final Amendment"), if not already filed, all action under the Act and the Investment Company Act, as the case may be, necessary under the federal securities laws on the part of the Fund to make the public offering and consummate the sale of the Shares as provided in this Underwriting Agreement has or will have been taken by the Fund.

(e) The Fund has full power and authority to enter into each of this Underwriting Agreement, the Investment Advisory Agreement, the Custody Agreement, the Transfer Agency Agreement, the Auction Agency Agreement and the DTC Agreement (collectively, the "Fund Agreements") and to perform all of the terms and provisions hereof and thereof to be carried out by it and (i) each Fund Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Fund, (ii) each Fund Agreement does not violate in any material respect any of the applicable provisions of the Investment Company Act or the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively called the "Advisers Act"), as the case may be, and (iii) assuming due authorization, execution and delivery by

the other parties thereto, each Fund Agreement constitutes the legal, valid and binding obligation of the Fund enforceable in accordance with its terms, (A) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (B) except as rights to indemnity thereunder may be limited by federal or state securities laws.

(f) None of (i) the execution and delivery by the Fund of the Fund Agreements, (ii) the issue and sale by the Fund of the Shares as contemplated by this Underwriting Agreement and (iii) the performance by the Fund of its obligations under any of the Fund Agreements or consummation by the Fund of the other transactions contemplated by the Fund Agreements conflicts with or will conflict with, or results or will result in a breach of, the Declaration of Trust of the Fund, as amended through the date hereof (the "Declaration of Trust"), the Amended and Restated Bylaws of the Fund, adopted in connection with the issuance of the Shares and as amended through the date hereof (the "Amended Bylaws") or any agreement or instrument to which the Fund is a party or by which the Fund is bound, or any law, rule or regulation, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Fund, other than state securities or "blue sky" laws applicable in connection with the purchase and distribution of the Shares by the Underwriters pursuant to this Underwriting Agreement.

(g) The Fund is not currently in breach of, or in default under, any written agreement or instrument to which it is a party or by which it or its property is bound or affected, except for such breaches or defaults that do not, either alone or in the aggregate, have a Material Adverse Effect (as defined below in
Section 3(m)).

(h) No person has any right to the registration of any securities of the Fund because of the filing of the Registration Statement.

(i) No consent, approval, authorization or order of any court or governmental agency or body or securities exchange or association, whether foreign or domestic, is required to be obtained by the Fund prior to the Closing Date for the consummation by the Fund of the transactions to be performed by the Fund or the performance by the Fund of all the terms and provisions to be performed by or on behalf of it in each case as contemplated in the Fund Agreements, except such as
(i) have been obtained under the Act, the Investment Company Act or the Advisers Act, and (ii) may be required under state securities or "blue sky" laws, in connection with the purchase and distribution of the Shares by the Underwriters pursuant to this Underwriting Agreement.

(j) [ ], whose report appears in the Prospectus, are independent public accountants with respect to the Fund as required by the Act and the Investment Company Act.

(k) The statement of assets and liabilities included in the Registration Statement and the Prospectus presents fairly in all material respects, in accordance with generally accepted accounting principles in the United States applied on a consistent basis, the financial position of the Fund as of the date indicated.

(l) The Fund will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets through an asset reconciliation procedure or otherwise at reasonable intervals and appropriate action is taken with respect to any differences.

(m) Since the date as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, business affairs or business of the Fund, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (ii) there have been no transactions entered into by the Fund other than those in the ordinary course of its business and (iii) there has been no dividend or distribution of any kind declared, paid or made on any class of its capital shares.

(n) There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending, or, to the knowledge of the Fund, threatened against or affecting the Fund, which (i) might result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Fund or might materially adversely affect the properties or assets of the Fund or (ii) is of a character required to be described in the Registration Statement or the Prospectus; and there are no contracts, franchises or other documents that are of a character required to be described in, or that are required to be filed as exhibits to, the Registration Statement that have not been described or filed as required.

(o) The Fund intends to direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the requirements of

Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

(p) The Common Shares are listed on the New York Stock Exchange.

(q) The Shares have been, or prior to the Closing Date will be, assigned a rating of "Aaa" by Moody's Investors Service, Inc.

(r) No advertising, sales literature or other promotional materials (excluding road show slides or road show tapes) were authorized or prepared by or on behalf of the Fund or the Investment Adviser or any representative thereof for use in connection with the public offering or sale of the Shares (collectively referred to as the "sales materials"); any road show slides or road show tapes complied and comply in all material respects with the applicable requirements of the Act and the rules and interpretations of the NASD; and no broker kits, road show slides, road show tapes or sales materials authorized or prepared by the Fund or authorized or prepared on behalf of the Fund by the Investment Adviser or any representative thereof for use in connection with the public offering or sale of the Shares contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.

4. REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT ADVISER. The Investment Adviser represents to each Underwriter as follows:

(a) The Investment Adviser has been duly formed, is validly existing as a limited liability company under the laws of Delaware with full power and authority to perform its obligations under this Agreement and the Investment Advisory Agreement, and the Investment Adviser is duly licensed and qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified in order to perform its obligations under this Agreement and the Investment Advisory Agreement; and the Investment Adviser owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether foreign or domestic, necessary to perform its obligations under this Agreement and the Investment Advisory Agreement.

(b) The Investment Adviser is (i) registered as an investment adviser under the Advisers Act and (ii) not prohibited by the Advisers Act or the Investment Company Act from acting as the investment adviser for the Fund as contemplated by the Investment Advisory Agreement, the Registration Statement and the Prospectus.

(c) The Investment Adviser has, or at the relevant time had, full power and authority to enter into each of this Underwriting Agreement and the

Investment Advisory Agreement (collectively, this Underwriting Agreement and the Investment Advisory Agreement being referred to as the "Investment Adviser Agreements") and to carry out all the terms and provisions hereof and thereof to be carried out by it; and each Investment Adviser Agreement has been duly and validly authorized, executed and delivered by the Investment Adviser; none of the Investment Adviser Agreements violate any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization, execution and delivery by the other parties thereto, each Investment Adviser Agreement constitutes a legal, valid and binding obligation of the Investment Adviser, enforceable in accordance with its terms, (i) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) except as rights to indemnity thereunder may be limited by federal or state securities laws.

(d) Neither (i) the execution and delivery by the Investment Adviser of any Investment Adviser Agreement nor (ii) the consummation by the Investment Adviser of the transactions contemplated by, or the performance of its obligations under any Investment Adviser Agreement conflicts or will conflict with, or results or will result in a breach of, the limited liability company agreement or other organizational documents of the Investment Adviser or any agreement or instrument to which the Investment Adviser is a party or by which the Investment Adviser is bound, or any law, rule or regulation, or order of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Investment Adviser, except in each case for such conflicts or breaches which do not, either alone or in the aggregate, have a material adverse effect upon the Investment Adviser's ability to perform its obligations under the Investment Adviser Agreements.

(e) No consent, approval, authorization or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required to be obtained by the Investment Adviser on or prior to the Closing Date for the consummation of the transactions contemplated in, or the performance by the Investment Adviser of its obligations under, any Investment Adviser Agreement, as the case may be, except such as (i) have been obtained under the Act, the Investment Company Act or the Advisers Act, and (ii) may be required by the New York Stock Exchange or under state securities or "blue sky" laws, in connection with the purchase and distribution of the Shares by the Underwriters pursuant to this Underwriting Agreement.

(f) The description of the Investment Adviser and its business, and the statements attributable to the Investment Adviser, in the Registration

Statement and the Prospectus comply in all material respects with the requirements of the Act and the Investment Company Act and do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (and, solely with respect to the Prospectus, in the light of the circumstances under which they were made).

(g) There is no action, suit or proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the knowledge of the Investment Adviser, threatened against or affecting the Investment Adviser of a nature required to be disclosed in the Registration Statement or Prospectus.

(h) The Investment Adviser has not made available any promotional materials intended for use only by qualified broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means.

5. AGREEMENTS OF THE PARTIES.

(a) If the Registration Statement relating to the Shares has not yet become effective, the Fund will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such Registration Statement to become effective and, as soon as the Fund is advised, will advise the Managing Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A under the Act, the Fund will file a 430A Prospectus pursuant to Rule 497(h) under the Act as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Fund will file a Prospectus pursuant to Rule 497(b) or (j) under the Act as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Fund will provide you satisfactory evidence of the filing. The Fund will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing

Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy.

(b) For the period of three years from the date hereof, the Fund will advise the Managing Representative promptly (1) of the issuance by the Commission of any order in respect of the Fund or the Investment Adviser or which relates to the offering of the Shares, (2) of the initiation or threatening of any proceedings for, or receipt by the Fund of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the Fund, or any representative or attorney of the Fund, of any other communication from the Commission relating to the offering of the Shares, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the offering of the Shares by the Fund. The Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible.

(c) If not delivered prior to the date of this Underwriting Agreement, the Fund will deliver to the Managing Representative, without charge, a signed copy of the Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the Registration Statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Managing Representative may reasonably request.

(d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Fund will deliver, without charge, to you, the Underwriters and any dealers, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such

Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act or the Investment Company Act, the Fund promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Managing Representative will furnish to the Fund) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Act and the Investment Company Act. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof.

(e) The Fund will make generally available to holders of the Fund's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Act and, at the option of the Fund, Rule 158 under the Act.

(f) The Fund will take such actions as the Managing Representative reasonably requests in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Managing Representative reasonably designates; provided that the Fund shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction.

(g) The Fund will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Fund's counsel and accountants in connection with the registration of the Shares and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or reproducing this Underwriting Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Shares (including advertising expenses of the Underwriters, if any); (iii) the cost of preparing share certificates; (iv) the expenses (including, but not limited to, travel, hotels and other accommodations) incurred by the Fund's directors, officers, employees and other personnel in connection with meetings held with registered brokers in connection with the offering of the Shares, the preparing to market and the marketing of the Shares; (v) any fees charged by securities rating services for rating the Shares; (vi) the

fees and expenses of the DTC and its nominee, the Custodian and the Auction Agent; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for. It is understood, however, that, except as provided in this Section 5 and
Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and stock transfer taxes, if any, on resale of any of the Shares by them, except any advertising expenses connected with any offers they may make.

(h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (i) if this Underwriting Agreement is terminated by (A) the Fund or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to
Section 8 hereof) or (B) by you or the Underwriters because of any inability, failure or refusal on the part of the Fund or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, John Hancock Advisers or an affiliate and the Fund, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (ii) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obligations pursuant to this Underwriting Agreement, will be relieved of liability to the Fund and the Investment Adviser and the other Underwriters for damages occasioned by its default.

(i) Without the prior written consent of the Managing Representative, the Fund will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the Fund, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Common Shares pursuant to the dividend reinvestment plan established by the Fund.

(j) The Fund will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Fund as described in the Prospectus.

6. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the Underwriters to purchase the Shares are subject to the accuracy on the date of this Underwriting Agreement, and on the Closing Date, of the representations of the Fund and the Investment Adviser in this Underwriting Agreement, to the accuracy and completeness of all statements made by the Fund, the Investment Adviser or any of their respective officers in any certificate delivered to the Managing Representative or its counsel pursuant to this Underwriting Agreement, to performance by the Fund and the Investment Adviser of their respective

obligations under this Underwriting Agreement and to each of the following additional conditions:

(a) The Registration Statement must have become effective by 5:30
p.m., New York City time, on the date of this Underwriting Agreement or such later date and time as the Managing Representative consents to in writing. The Prospectus must have been filed in accordance with Rule 497(b), (h) or (j), as the case may be, under the Act.

(b) No order suspending the effectiveness of the Registration Statement may be in effect and no proceedings for such purpose may be pending before or, to the knowledge of counsel to the Underwriters, threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) must be complied with or waived to the reasonable satisfaction of the Managing Representative.

(c) Since the dates as of which information is given in the Registration Statement and the Prospectus, (i) there must not have been any material adverse change in the number of outstanding Common Shares or liabilities of the Fund except as set forth in or contemplated by the Prospectus (provided that a change in the Fund's net asset value, liabilities or portfolio securities arising in the course of its normal investment operations shall not be deemed to be a material adverse change); (ii) there must not have been any material adverse change in the general affairs, prospects, management, business, financial condition or results of operations of the Fund or the Investment Adviser whether or not arising from transactions in the ordinary course of business as set forth in or contemplated by the Prospectus (provided that a change in the Fund's net asset value, liabilities or portfolio securities arising in the course of its normal investment operations shall not be deemed to be a material adverse change); (iii) the Fund must not have sustained any material interference with its business from any court or from legislative or other governmental action, order or decree, whether foreign or domestic, not described in the Registration Statement and Prospectus; and (iv) there must not have occurred any event that makes untrue or incorrect in any material respect any statement or information contained in the Registration Statement or Prospectus or that is not reflected in the Registration Statement or Prospectus but should be reflected therein in order to make the statements or information therein (in the case of the Prospectus, in light of the circumstances in which they were made) not misleading in any material respect; if, in the judgment of the Managing Representative, any such development referred to in clause
(i), (ii), (iii) or (iv) of this paragraph (c) makes it impracticable or inadvisable to consummate the sale and delivery of the Shares pursuant to this Underwriting Agreement by the Underwriters, at the initial public offering price of the Shares.

(d) The Managing Representative must have received on the Closing Date a certificate, dated such date, of the President or a Vice-President and the chief financial or accounting officer of each of the Fund and the Investment Adviser certifying in their capacity as such officers that (i) the signers have examined the Registration Statement, the Prospectus, and this Underwriting Agreement, (ii) the representations of the Fund (with respect to the certificates from such Fund officers) and the representations of the Investment Adviser (with respect to the certificates from such officers of the Investment Adviser) in this Underwriting Agreement are accurate on and as of the date of the certificate, (iii) there has not been any material adverse change in the general affairs, prospects, management, business, financial condition or results of operations of the Fund (with respect to the certificates from such Fund officers) or the Investment Adviser (with respect to the certificates from such officers of the Investment Adviser), which change would materially and adversely affect the ability of the Fund or the Investment Adviser, as the case may be, to fulfill its obligations under this Underwriting Agreement or the Investment Advisory Agreement, whether or not arising from transactions in the ordinary course of business, (iv) with respect to the Fund only, no order suspending the effectiveness of the Registration Statement, or prohibiting the sale of any of the Shares has been issued and no proceedings for any such purpose are pending before or threatened by the Commission or any other regulatory body, whether foreign or domestic, (v) no order having a material adverse effect on the ability of the Investment Adviser to fulfill its obligations under this Underwriting Agreement or the Investment Advisory Agreement, as the case may be, has been issued and no proceedings for any such purpose are pending before or threatened by the Commission or any other regulatory body, whether foreign or domestic, and (vi) each of the Fund (with respect to the certificates from such Fund officers) and the Investment Adviser (with respect to the certificates from such officers of the Investment Adviser) has performed all of its respective agreements that this Underwriting Agreement requires it to perform by the Closing Date (to the extent not waived in writing by the Managing Representative).

(e) You must receive on the Closing Date the opinions dated such Closing Date substantially in the form of Schedules B and C to this Underwriting Agreement from the counsel identified in each such Schedules.

(f) You must receive on the Closing Date from Skadden, Arps, Slate, Meagher & Flom (Illinois) or its affiliated entities an opinion dated the Closing Date with respect to the Fund, the Shares, the Registration Statement and the Prospectus, this Underwriting Agreement and the form and sufficiency of all proceedings taken in connection with the sale and delivery of the Shares. Such opinion and proceedings shall fulfill the requirements of this Section 6(f) only if such opinion and proceedings are satisfactory in all respects to the Managing Representative. The Fund and

the Investment Adviser must have furnished to such counsel such documents as counsel may reasonably request for the purpose of enabling them to render such opinion.

(g) The Managing Representative must receive on the date this Underwriting Agreement is signed and delivered by you a signed letter, dated such date, substantially in the form of Schedule D to this Underwriting Agreement from the firm of accountants designated in such Schedule. The Managing Representative also must receive on the Closing Date a signed letter from such accountants, dated as of the Closing Date, confirming on the basis of a review in accordance with the procedures set forth in their earlier letter that nothing has come to their attention during the period from a date not more than five business days before the date of this Underwriting Agreement, specified in the letter, to a date not more than five business days before the Closing Date, that would require any change in their letter referred to in the foregoing sentence.

(h) The Shares shall have been accorded a rating of "Aaa" by Moody's Investors Service, Inc. and a letter to such effect, dated on or before the Closing Date, shall have been delivered to the Managing Representative.

(i) As of the Closing Date, and assuming the receipt of the net proceeds from the sale of the Shares, the 1940 Act Fund Preferred Shares Asset Coverage and the Fund Preferred Shares Basic Maintenance Amount (each as defined in the Prospectus) each will be met.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Underwriting Agreement will comply only if they are in form and scope reasonably satisfactory to counsel for the Underwriters, provided that any such documents, forms of which are annexed hereto, shall be deemed satisfactory to such counsel if substantially in such form.

7. TERMINATION. This Underwriting Agreement may be terminated by the Managing Representative by notifying the Fund at any time:

(a) before the later of the effectiveness of the Registration Statement and the time when any of the Shares are first generally offered pursuant to this Underwriting Agreement by the Managing Representative to dealers by letter or telegram;

(b) at or before the Closing Date if, in the sole judgment of the Managing Representative, payment for and delivery of any Shares is rendered impracticable or inadvisable because (i) trading in the equity securities of the Fund is suspended by the Commission or by the principal exchange that lists the Common Shares, (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or limited or minimum or maximum prices shall have been

generally established on such exchange or over-the-counter market, (iii) additional material governmental restrictions, not in force on the date of this Underwriting Agreement, have been imposed upon trading in securities or trading has been suspended on any U.S. securities exchange, (iv) a general banking moratorium has been established by U.S. federal or New York authorities or (v) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the United States of a national emergency or war or other calamity or crisis shall have occurred the effect of any of which is such as to make it, in the sole judgment of the Managing Representative, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated by the Prospectus; or

(c) at or before the Closing Date, if any of the conditions specified in Section 6 have not been fulfilled when and as required by this Underwriting Agreement.

8. SUBSTITUTION OF UNDERWRITERS. If one or more of the Underwriters fails (other than for a reason sufficient to justify the termination of this Underwriting Agreement) to purchase on the Closing Date the Shares agreed to be purchased on the Closing Date by such Underwriter or Underwriters, the Managing Representative may find one or more substitute underwriters to purchase such Shares or make such other arrangements as the Managing Representative deems advisable, or one or more of the remaining Underwriters may agree to purchase such Shares in such proportions as may be approved by the Managing Representative, in each case upon the terms set forth in this Underwriting Agreement. If no such arrangements have been made within 36 hours after the Closing Date, and

(a) the number of Shares to be purchased by the defaulting Underwriters on the Closing Date does not exceed 10% of the Shares that the Underwriters are obligated to purchase on such Closing Date, each of the nondefaulting Underwriters will be obligated to purchase such Shares on the terms set forth in this Underwriting Agreement in proportion to their respective obligations under this Underwriting Agreement, or

(b) the number of Shares to be purchased by the defaulting Underwriters on the Closing Date exceeds 10% of the Shares to be purchased by all the Underwriters on the Closing Date, the Fund will be entitled to an additional period of 24 hours within which to find one or more substitute underwriters reasonably satisfactory to the Managing Representative to purchase such Shares on the terms set forth in this Underwriting Agreement.

In any such case, either the Managing Representative or the Fund will have the right to postpone the Closing Date for not more than five business days

in order that necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or the Prospectus) may be effected by the Managing Representative and the Fund. If the number of Shares to be purchased on the Closing Date by such defaulting Underwriter or Underwriters exceeds 10% of the Shares that the Underwriters are obligated to purchase on the Closing Date, and none of the nondefaulting Underwriters or the Fund makes arrangements pursuant to this Section within the period stated for the purchase of the Shares that the defaulting Underwriters agreed to purchase, this Underwriting Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Fund or the Investment Adviser, except as provided in Sections 6(h) and 9 hereof. This Section will not affect the liability of any defaulting Underwriter to the Fund or the nondefaulting Underwriters arising out of such default. A substitute underwriter will become a Underwriter for all purposes of this Underwriting Agreement.

9. INDEMNITY AND CONTRIBUTION.

(a) Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any sales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund or the Investment Adviser expressly for use with reference to such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading, provided, however,

that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof.

If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Adviser shall not relieve the Fund or the Investment Adviser from any liability which the Fund or the Investment Adviser may have to any Underwriter or any such person or otherwise and, unless only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Adviser (in which case the Fund or the Investment Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Fund or the Investment Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). None of the Fund or the Investment Adviser shall be liable for any settlement of any Proceeding effected without its

written consent but if settled with the written consent of the Fund or the Investment Adviser, the Fund or the Investment Adviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and
(iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(b) Each Underwriter severally agrees to indemnify, defend and hold harmless the Fund and the Investment Adviser, its directors and officers, and any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Fund or the Investment Adviser or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of such Underwriter through you to the Fund or the Investment Adviser expressly for use with reference to such Underwriter in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading.

If any Proceeding is brought against the Fund, the Investment Adviser, or any such person in respect of which indemnity may be sought

against any Underwriter pursuant to the foregoing paragraph, the Fund or the Investment Adviser or such person shall promptly notify such Underwriter in writing of the institution of such Proceeding and such Underwriter shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify such Underwriter shall not relieve such Underwriter from any liability which such Underwriter may have to the Fund, the Investment Adviser, or any such person or otherwise. The Fund, the Investment Adviser, or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment Adviser, or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing by such Underwriter in connection with the defense of such Proceeding or such Underwriter shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to such Underwriter (in which case such Underwriter shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but such Underwriter may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Underwriter), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that such Underwriter shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). No Underwriter shall be liable for any settlement of any such Proceeding effected without the written consent of such Underwriter but if settled with the written consent of such Underwriter, such Underwriter agrees to indemnify and hold harmless the Fund or the Investment Adviser and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle.

No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

(c) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subsections (a) and
(b) of this Section 9 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Investment Adviser on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Investment Adviser on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Fund or the Investment Adviser on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Fund and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate public offering price of the Shares. The relative fault of the Fund and the Investment Adviser on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Fund or the Investment Adviser or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(d) The Fund and the Investment Adviser and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of

allocation that does not take account of the equitable considerations referred to in subsection (c) above. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the fees and commissions received by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint.

(e) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Fund contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or on behalf of the Fund, the Investment Adviser, its directors or officers or any person who controls the Fund, the Investment Adviser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. The Fund or the Investment Adviser and each Underwriter agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Fund, the Investment Adviser, against any of the Fund's, the Investment Adviser's officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement or Prospectus.

(f) The Fund and the Investment Adviser each acknowledge that the statements with respect to (1) the public offering of the Shares as set forth on the cover page of and (2) the statements relating to stabilization, to selling concessions and reallowances of selling concessions and with respect to discretionary accounts under the caption "Underwriting" in the Prospectus constitute the only information furnished in writing to the Fund by the Managing Representative on behalf of the Underwriters expressly for use in such document. The Underwriters severally confirm that these statements are correct in all material respects and were so furnished by or on behalf of the Underwriters severally for use in the Prospectus.

(g) Notwithstanding any other provisions in this Section 9, no party shall be entitled to indemnification or contribution under this Underwriting Agreement against any loss, claim, liability, expense or damage arising by reason of such person's willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties hereunder.

10. NOTICES. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram and, if to the Underwriters, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 299 Park Avenue, New York, NY 10171-0026, Attention: Syndicate Department and, if to the Fund or the Investment Adviser, shall be sufficient in all respects if delivered or sent to the Fund or the Investment Adviser, as the case may be, at the offices of the Fund or the Investment Adviser at 101 Huntington Avenue, Boston, MA 02199-7603, Attention: Susan S. Newton, Senior Vice President and General Counsel.

11. GOVERNING LAW; CONSTRUCTION. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

12. SUBMISSION TO JURISDICTION. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund consents to the jurisdiction of such courts and personal service with respect thereto. The Fund hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against UBS Securities LLC or any indemnified party. Each of UBS Securities LLC, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. Each of the Fund and the Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court may be enforced in any other courts in the jurisdiction of which the Fund or the Investment Adviser, as the case may be, is or may be subject, by suit upon such judgment.

13. PARTIES AT INTEREST. The Agreement herein set forth has been and is made solely for the benefit of the Underwriters and the Fund and to the extent provided in Section 9 hereof the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

14. COUNTERPARTS. This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the Underwriters, the Fund or the Investment Adviser, and any successor or assign of any substantial portion of the Fund's, the Investment Adviser's, or any of the Underwriters' respective businesses and/or assets.

16. DISCLAIMER OF LIABILITY OF TRUSTEES AND BENEFICIARIES. A copy of the Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice hereby is given that this Underwriting Agreement is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations or arising out of this Underwriting Agreement are not binding upon any of the Trustees or beneficiaries individually but are binding only upon the assets and properties of the Fund.

If the foregoing correctly sets forth the understanding among the Fund and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Underwriters, severally.

Very truly yours,

JOHN HANCOCK INVESTORS TRUST

Title:

JOHN HANCOCK ADVISERS, LLC

Title:

Accepted and agreed to as of the
date first above written, on
behalf of themselves and
the other several Underwriters
named in Schedule A

UBS SECURITIES LLC
[ ]

By: UBS SECURITIES LLC

   Underwriter                       Number of Shares to be Purchased
   -----------                       --------------------------------
UBS Securities LLC                               [ ]

                                                 [ ]
         TOTAL

SCHEDULE B

FORM OF OPINION OF
HALE & DORR REGARDING THE FUND

[ ], 2003

UBS Securities LLC
As Representative of the
Several Underwriters
299 Park Avenue
New York, New York 10171-0026
Re: John Hancock Investors Trust

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 6(e) of the Underwriting Agreement, dated as of [ ], 2003 (the "Underwriting Agreement"), among you, as Representative of the several Underwriters, John Hancock Advisers, LLC, a Delaware limited liability company (the "Adviser"), and John Hancock Investors Trust, a Massachusetts business trust (the "Fund"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Underwriting Agreement.

We have acted as counsel for the Fund and the Adviser in connection with the sale to the Underwriters by the Fund of an aggregate of [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series M Auction Preferred Shares of the Fund, [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series T Auction Preferred Shares of the Fund, [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series W Auction Preferred Shares of the Fund [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series TH Auction Preferred Shares of the Fund and [ ] preferred shares of beneficial interest of the Fund, no par value, designated Series F Auction Preferred Shares of the Fund, each with a liquidation preference of $25,000 per share (collectively, the "Shares"), all pursuant to the Section 1 of the Underwriting Agreement. As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Fund's Registration Statement on Form N-2 dated [ ], 2003 (File Nos. 333-108637 and 811-04173), and amendments No. [ ] thereto, which Registration Statement became effective on [ ], 2003 (the "Effective Date"). Such Registration Statement, in the form in which it became effective, is referred to herein as the "Registration Statement," and the prospectus dated [ ], 2003 and statement of additional information dated [ ], 2003, included therein, as filed pursuant to Rule 497 of the Securities Act of 1933, as amended (the "Securities Act"), on [ ], 2003, are referred to herein as the "Prospectus" and the "Statement of Additional Information."

We have examined and relied upon the Declaration of Trust and Amended By-laws of the Fund, each as amended to date, records of meetings or written actions of shareholders and of the Board of Trustees of the Fund, proceedings of the Fund in connection with the authorization and issuance of the Shares, the Registration Statement, the Prospectus, the Statement of Additional Information, the Underwriting Agreement, certificates of representatives of the Fund, certificates of public officials and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. We have assumed that all corporate or trust records of the Fund and the Adviser and stock books of the Fund and are complete and accurate.

Insofar as this opinion relates to factual matters, information with respect to which is in the possession of the Fund or the Adviser, we have relied, with your permission, upon certificates, statements and representations of officers and other representatives of the Fund and the Adviser, representations made in the Underwriting Agreement and statements contained in the Registration Statement. We have not attempted to verify independently such facts, although nothing has come to our attention which has caused us to question the accuracy of such certificates, statements or representations.

In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of each individual signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents.

Any reference to "our knowledge" or "best of our knowledge" or to any matters "known to us," "of which we are aware" or "coming to our attention" or any variation of any of the foregoing, shall mean the conscious awareness, as to the existence or absence of any facts, which would contradict the opinions and statements so expressed, of the attorneys of this firm who have rendered substantive attention to the transaction to which this opinion relates. Other than as expressly set forth below, we have not undertaken, for purposes of this opinion, any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Fund and the Adviser. Moreover, we have not searched any electronic databases or the dockets of any court, regulatory body or governmental agency or other filing office in any jurisdiction.

For purposes of this opinion, we have assumed that the agreements referred to herein have been duly authorized, executed and delivered by all parties thereto other than the Fund, and that all such other parties have all requisite power and authority to effect the transactions contemplated by such agreements. We have also assumed that each such agreement is the valid and binding obligation of each party thereto other than the Fund and is enforceable against all such other parties in accordance with its terms. We do not render any opinion as to the application of any federal or state law or regulation to the power, authority or competence of any party to the agreements other than the Fund.

Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court. Without limiting the foregoing, with respect to our opinion in paragraph 9 below, (i) we are expressing no opinion as to the enforceability of the indemnification or contribution provisions of the Underwriting Agreement, (ii) we note that a court may refuse to enforce, or may limit the application of, the Underwriting Agreement or certain provisions thereof, as unconscionable or contrary to public policy, and (iii) we have assumed compliance by all parties with federal and state securities laws.

We also express no opinion herein as to any provision of any agreement
(a) which may be deemed to or construed to waive any right of the Fund, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, including, without limitation, any provision relating to non-competition and non-solicitation or relating to indemnification and contribution with respect to securities law matters, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) which provides that the terms of any agreement may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction.

Our opinion expressed in paragraph 1 below as to the valid existence and good standing of the Fund is based solely on a certificate of legal existence issued by the Secretary of State of the Commonwealth of Massachusetts, a copy of which has been made available to your counsel, and our opinion with respect to such matters is rendered as of the date of such certificate and limited accordingly. We express no opinion as to the tax good standing of the Fund in any jurisdiction.

In connection with our opinion expressed in paragraph 2 below, insofar as it relates to full payment for the outstanding Common Shares of the Fund, we have relied solely on a certificate of an officer of the Fund. Our opinion expressed in paragraph 2 below as to issued and outstanding shares of capital stock of the Fund is based solely on a certificate of the Fund's transfer agent, which we assume to be complete and accurate. Our opinion expressed in paragraph 2 below as to the due and valid issuance of all

outstanding common shares of the Fund is based solely on a review of the corporate minute books of the Fund, and a certificate of an officer of the Fund, each of which we assume to be complete and accurate.

Our opinion expressed in paragraph 4 below as to the effectiveness of the Registration Statement under the Securities Act is based solely upon oral advice from [ ] at the Division of Investment Management of the Commission that such Registration Statement was declared effective as of [ ] p.m. on [ ], 2003. Our opinion expressed in paragraph 10 below as to the listing of the Common Shares on the New York Stock Exchange is solely based upon a letter from the Exchange to the Fund dated [ ], 2003.

Our opinions in paragraphs 2 and 3 below are qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholders liability for acts or obligations of the Fund. Also, the Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund.

We have not made any investigation of the laws of any jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern any of the matters as to which we express an opinion below, we have assumed for purposes of this opinion, with your permission and without independent investigation, that the laws of such jurisdiction are identical to the state laws of the Commonwealth of Massachusetts, and we express no opinion as to whether such assumption is reasonable or correct. We express no opinion with respect to the securities or Blue Sky laws of any state of the United States, with respect to state or federal antifraud laws (except to the extent expressly provided in the third to last paragraph below) or with respect to the approval by the National Association of Securities Dealers, Inc. of the offering.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Fund is validly existing as a business trust in good standing under the laws of the Commonwealth of Massachusetts and has business trust power and authority to carry on its business and own, lease and operate its properties as described in the Prospectus, and to enter into and perform its obligations under the Underwriting Agreement.

2. The authorized, issued and outstanding shares of beneficial interest of the Fund as of the date of the Prospectus are as set forth in the Prospectus under the caption "The Fund". All issued and outstanding shares of beneficial interest of the Fund as of the date hereof have been duly authorized, validly issued, and fully paid and are not subject to any preemptive or similar statutory rights under the Massachusetts Business Trust statute or, to our knowledge, similar contractual rights granted by the Fund.

3. The Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor pursuant to the Underwriting Agreement, will be validly issued and fully paid.

4. The Registration Statement has been declared effective under the Securities Act. Any required filing of the Prospectus pursuant to Rule 497(c) or Rule 497(h) has been made in the manner and within the time period required by Rule 497. To the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act. To the best of our knowledge, no order of suspension or revocation of registration pursuant to
Section 8(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), has been issued, and no proceedings for any such purpose have been instituted or are pending or threatened by the Commission.

5. The Fund is registered with the Commission under the 1940 Act as a closed-end, diversified management investment company; and to our knowledge, no order of suspension or revocation of such registration has been issued nor have any proceedings therefore been initiated or threatened by the Commission.

6. The Underwriting Agreement has been duly authorized, executed and delivered by the Fund.

7. Each of the Investment Advisory Agreement between the Fund and the Adviser, dated [ ], 2003 (the "Investment Advisory Agreement"), the Custodian Agreement between the Fund and The Bank of New York, dated [ ], 2003 (the "Custodian Agreement"), the Transfer Agency Agreement between the Fund and Mellon Investor Services, LLC, dated [ ], 2003 (the "Transfer Agency Agreement"), the Auction Agency Agreement between the Fund and Deutsche Bank Trust Company Americas, dated [ ], 2003 (the "Auction Agency Agreement"), the Letter Agreement between the Fund and the Depository Trust Company, dated [ ], 2003 (the "DTC Agreement") and the Underwriting Agreement comply in all material respects with all applicable provisions of the 1940 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the rules and regulations of the Commission under the 1940 Act and the Advisers Act.

8. Each of the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Auction Agency Agreement and the DTC Agreement has been duly authorized by all requisite action on the part of the Fund, executed and delivered by the Fund, as of the date noted therein. Assuming due authorization, execution and delivery by the other parties thereto, each of the Investment Advisory Agreements, the Custodian Agreement, the Transfer Agency Agreement, the Auction Agency Agreement and the DTC Agreement constitutes a valid and

binding agreement of the Fund, enforceable against the Fund in accordance with its terms.

9. The execution, delivery and performance of the Investment Advisory Agreement, Transfer Agency Agreement, Custodian Agreement and the Underwriting Agreement by the Fund, the compliance by the Fund with all the provisions thereof and the consummation by the Fund of the transactions contemplated thereby (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") do not and will not (A) require any consent, approval, authorization or other order of, or qualification with, any Massachusetts state or U.S. federal court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states or the National Association of Securities Dealers, Inc. or as have been obtained under the federal securities laws), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under, or result in the imposition of a lien, charge or encumbrance upon the assets of the Fund pursuant to any indenture, loan agreement, mortgage, lease or other agreement or instrument filed as an exhibit to the Registration Statement, (C) violate or conflict with the Declaration of Trust or By-laws, (D) violate or conflict with any applicable U.S. federal or Massachusetts state law, rule or regulation which in our experience is normally applicable in transactions of the type contemplated by the Underwriting Agreement, or (E) violate or conflict with any judgment, order or decree specifically naming the Fund or its property of which we are aware.

10. The Common Shares are listed on the New York Stock Exchange.

11. To our knowledge, there are no legal or governmental proceedings pending or threatened against the Fund.

12. The statements in the Prospectus under the caption "Description of the Shares" and in Item 29 of Part C of the Registration Statement, insofar as such statements constitute matters of law or legal conclusions, are correct in all material respects.

13. The Fund does not require any tax or other rulings to enable it to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended.

14. Each of the section in the Prospectus entitled "U.S. Federal Income Tax Matters" and the section in the Statement of Additional Information entitled "U.S. Federal Income Tax Matters" is a fair summary of the principal United States federal income tax rules currently in effect applicable to the Fund and to the purchase, ownership and disposition of the Shares.

15. The Registration Statement, including any Rule 430A Information, the Prospectus and each amendment or supplement to the Registration Statement and Prospectus as of their respective effective or issue dates (other than the financial statements and supporting schedules including the notes and schedules thereto, or any other financial or accounting data included therein or omitted therefrom, as to which we express no opinion), and the notification on Form N-8A complied as to form in all material respects with the requirements of the Securities Act, the 1940 Act and the rules and regulations of the Commission thereunder.

In connection with the preparation of the Registration Statement, the Prospectus and the Statement of Additional Information, we have participated in conferences with officers and representatives of the Fund and the Adviser, representatives of the Underwriters, counsel for the Underwriters and the independent accountants of the Fund, at which conferences we made inquiries of such persons and others and discussed the contents of the Registration Statement and the Prospectus and the Statement of Additional Information. While the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such that we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, subject to the foregoing and based on such participation, inquiries and discussions, no facts have come to our attention which have caused us to believe that the Registration Statement, as of the Effective Date (but after giving effect to changes incorporated pursuant to Rule 430A under the Securities Act), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading (except that we express no such view with respect to the financial statements, including the notes and schedules thereto, or any other financial or accounting data included therein), or that the Prospectus, as of the date it was filed with the Commission pursuant to Rule 497 under the Securities Act or as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no such view with respect to the financial statements, including the notes and schedules thereto, or any other financial or accounting data included therein).

This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

This opinion is being furnished to you, as Representative of the Underwriters, at the request of the Fund pursuant to the Underwriting Agreement, is solely for the benefit of the Underwriters, and may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other party for any purpose, without our

prior written consent. We understand that Skadden, Arps, Slate, Meagher & Flom (Illinois) in delivering their opinion pursuant to Section 6(f) of the Underwriting Agreement is relying upon this opinion as to matters of the laws of the Commonwealth of Massachusetts. We consent to such reliance.

SCHEDULE C

FORM OF OPINION OF INTERNAL COUNSEL
REGARDING JOHN HANCOCK ADVISERS, LLC

i. John Hancock Advisers, LLC ("John Hancock Advisers") has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. John Hancock Advisers has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under the Underwriting Agreement and the Investment Advisory Agreement.

ii. John Hancock Advisers is registered as an investment adviser under the Advisers Act and is not prohibited by the Advisers Act or the Investment Company Act from acting as investment adviser and administrator for the Fund as contemplated by the Investment Advisory Agreement, the Registration Statement and the Prospectus.

iii. The Underwriting Agreement and the Investment Advisory Agreement have been duly authorized, executed and delivered by John Hancock Advisers, and the Investment Advisory Agreement constitutes a valid and binding obligation of John Hancock Advisers, enforceable in accordance with its respective terms

iv. The execution, delivery and performance of the Underwriting Agreement by John Hancock Advisers, the compliance by John Hancock Advisers with all the provisions thereof and the consummation by John Hancock Advisers of the transactions contemplated thereby do not and will not (A) require any consent, approval, authorization or order of, or qualification with, any court or governmental body or agency (except such as may be required under the securities or Blue Sky laws of the various states or the National Association of Securities Dealers, Inc. or as have been obtained under the federal securities laws), (B) conflict with or constitute a breach of any of the terms or provisions of, or a default under or result in the imposition of a lien, charge or encumbrance upon the assets of John Hancock Advisers pursuant to, any indenture, loan agreement, mortgage, lease or other agreement or instrument to which John Hancock Advisers is a party filed as an exhibit to the Registration Statement, (C) violate or conflict with the Certificate of Limited Liability Company or the Limited Liability Company Agreement of John Hancock Advisers, or (D) violate or conflict with any applicable federal and Massachusetts law, rule or regulation or the Delaware Limited Liability Company statute, or (E) violate or conflict with any judgment, order or decree specifically naming John Hancock Advisers or its property.

v. To our knowledge, there is no legal or governmental proceeding pending or threatened against John Hancock Advisers that is either: (1) required by the Securities Act or the 1940 Act and their Rules and Regulations to be described in the Registration Statement or Prospectus that is not already described, or:
(2) which would, under Section

9 of the 1940 Act, make John Hancock Advisers ineligible to act as the Fund's investment adviser.

In connection with the registration of the Shares, such counsel has advised John Hancock Advisers as to the requirements of the Securities Act, the Investment Company Act and the applicable rules and regulations of the Commission thereunder and has rendered other legal advice and assistance to John Hancock Advisers in the course of the preparation of the registration Statement and the Prospectus. Rendering such assistance involved, among other things, discussions and inquiries concerning various legal and related subjects and reviews of certain corporate records, documents and proceedings. Such counsel has also participated in conferences with representatives of the Fund and its accountants and John Hancock Advisers at which the contents of the registration and Prospectus and related matters were discussed. With your permission, such counsel not undertaken, except as otherwise indicated herein, to determine independently, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements in the Registration Statement or Prospectus. On the basis of the information which was developed in the course of the performance of the services referred to above, no information has come to such counsel's attention that would lead him to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that any amendment or supplement to the Prospectus, as of its respective date, and as of the date hereof, contained any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements in the Prospectus, in the light of the circumstances under which they were made, not misleading (except the financial statements, schedules and other financial data included therein or any other financial or accounting data included therein, as to which such counsel expresses no view).

SCHEDULE D

FORM OF ACCOUNTANT'S LETTER

[ ], 2003

The Board of Trustees of
John Hancock Investors Trust
101 Huntington Avenue
Boston, MA 02199-7603

UBS Securities LLC
299 Park Avenue
New York, New York 10171
as Managing Representative of the Underwriters

Ladies and Gentlemen:

We have audited the statement of assets and liabilities of John Hancock Preferred Income Fund (the "Fund") as of ___________, 2003 included in the Registration Statement on Form N-2 filed by the Fund under the Securities Act of 1933 (the "Act") (File No. 333-108637) and under the Investment Company Act of 1940 (the "1940 Act") (File No. 811-04173); such statement and our report with respect to such statement are included in the Registration Statement.

In connection with the Registration Statement:

1. We are independent public accountants with respect to the Fund within the meaning of the Act and the applicable rules and regulations thereunder.

2. In our opinion, the statement of assets and liabilities included in the Registration Statement and audited by us complies as to form in all respects with the applicable accounting requirements of the Act, the 1940 Act and the respective rules and regulations thereunder.

3. For purposes of this letter we have read the minutes of all meetings of the Shareholders, the Board of Trustees and all Committees of the Board of Trustees of the Fund as set forth in the minute books at the offices of the Fund, officials of the Fund having advised us that the minutes of all such meetings through _______, 2003, were set forth therein.

4. Fund officials have advised us that no financial statements as of any date subsequent to _______, 2003, are available. We have made inquiries of certain officials of the Fund who have responsibility for financial and accounting matters regarding whether there was any change at _______, 2003, in the capital

shares or net assets of the Fund as compared with amounts shown in the _____, 2003, statement of assets and liabilities included in the Registration Statement, except for changes that the Registration Statement discloses have occurred or may occur. On the basis of our inquiries and our reading of the minutes as described in Paragraph 3, nothing came to our attention that caused us to believe that there were any such changes.

The foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards. Accordingly, we make no representations as to the sufficiency of the foregoing procedures for your purposes.

This letter is solely for the information of the addressees and to assist the underwriters in conducting and documenting their investigation of the affairs of the Fund in connection with the offering of the securities covered by the Registration Statement, and is not to be used, circulated, quoted or otherwise referred to within or without the underwriting group for any other purpose, including but not limited to the registration, purchase or sale of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of the securities covered by the Registration Statement.

Very Truly Yours,

EXHIBIT 99(j)

CUSTODY AGREEMENT

AGREEMENT, dated as of September 10, 2001 between each John Hancock Fund listed on Schedule II, each either a business trust organized and existing under the laws of The Commonwealth of Massachusetts, or a Maryland corporation organized and existing under the laws of the state of Maryland, having its principal office and place of business at 101 Huntington Avenue, Boston, Massachusetts 02199 (each the "Fund", collectively the "Funds") and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. "Authorized Person" shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction or other Instruction on behalf of the Fund and listed in the Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.

3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

4. "Business Day" shall mean any day on which the Fund, Custodian and relevant Depositories are open for business.

5. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian and signed on behalf of the Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

6. "Composite Currency Unit" shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

7. "Depository" shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

8. "Foreign Depository" shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended (the "'40 Act"), identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

9. "Instructions" shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T./I.S.I.T.C., computer-to-computer interface, facsimile transmissions executed by an Authorized Person, or dedicated transmission lines.

10. "Oral Instructions" shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

11. "Securities" shall have the same meaning as when used in the Securities Act of 1933, including, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

12. "Subcustodian" shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.

ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS

1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more separate securities accounts and cash accounts for each Fund in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a "Special Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.

ARTICLE III
CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection(c) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the "Replacement Subcustodian"). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder.

(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks. The Fund acknowledges and agrees, that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians, from trade associations of which Custodian is a member from time to time, or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial

infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities. Custodian represents that each Foreign Depository in which a Subcustodian is authorized to maintain Fund assets is an "Eligible Securities Depository" as defined in Rule 17f-7 under the '40 Act. Custodian agrees to certify to the Fund's board, annually and upon reasonable request, that each Foreign Depository remains an Eligible Securities Depository.

2. Custodian shall furnish Fund on-line access to daily transactions on a real time basis and a monthly summary of all transfers to or from Fund's account on the first business day after the month end.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Collect all income, dividends, distributions and other payments due or payable;

(b) Present for payment and collect the amount paid upon all Securities which mature;

(c) Forward to the Fund promptly copies of all information or documents that it may actually receive from an issuer of Securities which, in the reasonable opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

4. (a) Custodian promptly shall notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act provided that Custodian promptly has notified the Fund of such discretionary right or action. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least one (1) Business Day prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify to the Fund). Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities, unless Custodian has failed to timely receive the Fund's Certificate or Instruction and such failure is attributable to Custodian's negligence or willful misconduct.

5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For domestic and foreign securities Custodian will utilize a proxy service for the exercise of such voting rights.

6. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

8. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from that Fund's cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in that Fund's cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the

additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have responsibility for providing the Fund with the correct forms and filling them out in a timely and accurate fashion, but no responsibility for the accuracy or validity of the Fund's information on any forms or documentation provided solely by the Fund to Custodian hereunder. The Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian for any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any information provided by the Fund for such forms or other documentation prepared solely by the Fund, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.

9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the contractual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all investment risks of investing in Securities or holding cash denominated in a foreign currency.

10. Custodian shall promptly send to the Fund (a) any reports it receives from a Depository on such Depository's system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

2. The Fund understands that when Custodian is instructed to deliver physical Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of physical Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities

3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V
OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities by such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises with respect to a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if any Fund is for any other reason indebted to Custodian (except a borrowing for investment or for temporary or emergency purposes pursuant to a separate agreement), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to such Fund payable on demand and shall bear interest from the date incurred at such rate per annum as such Fund and Custodian may agree upon from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security

entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. Such Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Custodian shall promptly advise any Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Article, or whenever Custodian intends to realize upon its lien, security interest or security entitlement.

2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be the name of the Series for which such money was received.

ARTICLE VI
SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Series for which such money was received.

3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Series.

ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

ARTICLE VIII
CONCERNING CUSTODIAN

1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, "Losses"), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories or any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or failures to act by a Subcustodian which is either a BNY Affiliate or listed on Appendix A hereto, Custodian shall be liable to the Fund for such Losses, but only to the extent such Losses arise out of or are caused by acts or failures to act by such Subcustodian which are contrary to the prevailing practices or standard of care in the relevant market in which such Subcustodian operates. With respect to any Losses incurred by the Fund as a result of the acts or failures to act by a Subcustodian which is not a BNY Affiliate and is not listed on Appendix A hereto, Custodian shall take appropriate action to recover such Losses from such Subcustodian, and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodians (exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable

to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall BNY or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian; (ii) for acting in accordance with Instructions; (iii) for conclusively presuming that all Instructions other than Oral Instructions are given only by person(s) duly authorized; (iv) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, interruption, loss or malfunction of utilities or communication services, or, but only to the extent beyond Custodian's reasonable control, and only if Custodian is maintaining the same and appropriate back-up system(s) in accordance with industry standards and practices, interruption, loss, or malfunction of computers (hardware or software); or (v) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder.

(c) The Fund agrees to indemnify and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian performance hereunder, including reasonable fees and expenses of counsel, provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct, nor for any Losses which constitute indirect, special, or consequential damages, or lost profits or loss of business. Custodian agrees to indemnify and hold the Fund harmless from and against any and all Losses, including reasonable fees and expenses of counsel, sustained or incurred by or asserted against the Fund arising out of Custodian's own negligence or willful misconduct, provided, however, that Custodian shall not indemnify the Fund for any Losses which constitute indirect, special, or consequential damages, or lost profits or loss of business. This indemnity shall be a continuing obligation of Fund and Custodian, their successors and assigns, notwithstanding the termination of this Agreement.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(b) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(c) The legality of the declaration or payment of any dividend or distribution by the Fund;

(d) The legality of any borrowing by the Fund;

(e) Whether any Securities at any time delivered to, or held by Custodian or by any Subcustodian, for the account of the Fund are such as properly may be held by the Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

4. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any Securities transactions effected for a Fund.

5. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as may be applicable. The Fund shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

6. With instructions from an Authorized Person of the Fund, the Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. Custodian will use its bet efforts to consult with Fund's investment advisor about the selection of securities used to offset that Fund's obligations to Custodian. Any such asset of, or obligation to the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.

7. The Fund will make its best efforts to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Fund and Custodian agree that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall affect the validity and enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person.

8. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

9. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide the Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

ARTICLE IX
TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than sixty (60) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Fund's Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X
MISCELLANEOUS

1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 100 Church Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 101 Huntington Avenue, Boston, Massachusetts 02199, or at such other place as the Fund may from time to time designate in writing.

4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

6. This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles thereof. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

8. Fund and Custodian agree that the obligations of each Fund are not binding upon any of the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable only for its own obligations under this Agreement.

IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

Each John Hancock Fund listed on Schedule II

By:   /s/Richard A. Brown
      -------------------

Title: Senior Vice President & CFO

THE BANK OF NEW YORK

By:   /s/James E. Hillman
      -------------------

Title: Senior Vice President

--------------------------------------------------------------------------------
   EIN                                    Name
--------------------------------------------------------------------------------
04-3478429      John Hancock 500 Index Fund
--------------------------------------------------------------------------------
04-3167136      John Hancock Balanced Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3241844      John Hancock Bank & Thrift Opportunity Fund
--------------------------------------------------------------------------------
04-3551118      John Hancock Biotechnology Fund
--------------------------------------------------------------------------------
04-2528977      John Hancock Bond Fund
--------------------------------------------------------------------------------
76-0296100      John Hancock California Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3551126      John Hancock Communications Fund
--------------------------------------------------------------------------------
04-3551129      John Hancock Consumer Industries Fund
--------------------------------------------------------------------------------
04-3122478      John Hancock Core Equity Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3260671      John Hancock Dividend Performers Fund
--------------------------------------------------------------------------------
04-3409706      John Hancock European Equity Fund
--------------------------------------------------------------------------------
04-3305812      John Hancock Financial Industries Fund
--------------------------------------------------------------------------------
56-1662953      John Hancock Financial Trends Fund, Inc.
--------------------------------------------------------------------------------
04-3535633      John Hancock Focused Equity Fund  (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-3313164      John Hancock Focused Small Cap Growth Fund
--------------------------------------------------------------------------------
04-6944774      John Hancock Fundamental Value Fund
--------------------------------------------------------------------------------
04-6543623      John Hancock Global Fund
--------------------------------------------------------------------------------
76-0230587      John Hancock Government Income Fund
--------------------------------------------------------------------------------
04-3524763      John Hancock Growth Trends Fund (add Class I eff 11/15/01)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3124238      John Hancock Health Sciences Fund
--------------------------------------------------------------------------------
04-3551132      John Hancock High Income Fund
--------------------------------------------------------------------------------
76-0230586      John Hancock High Yield Bond Fund
--------------------------------------------------------------------------------
76-0235997      John Hancock High Yield Municipal Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------
04-2507646       John Hancock Income Securities Trust
--------------------------------------------------------------------------------
04-3260680      John Hancock Independence Diversified Core Equity Fund II
                (terminate Class P 9/13/01)
--------------------------------------------------------------------------------
04-3214877      John Hancock International Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-6944776      John Hancock International Small Cap Growth Fund
--------------------------------------------------------------------------------
76-0354706      John Hancock Investment Grade Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
   EIN                                   Name
--------------------------------------------------------------------------------
04-2474663     John Hancock Investors Trust
--------------------------------------------------------------------------------
74-6035056     John Hancock Large Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-2443211     John Hancock Large Cap Growth Fund
--------------------------------------------------------------------------------
41-2025611     John Hancock Large Cap Spectrum Fund (launch 1/14, but no money
               until 2/22/02 - strike first NAV 2/25/02)
--------------------------------------------------------------------------------
04-6564705     John Hancock Massachusetts Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3208756     John Hancock Mid Cap Growth Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
76-0230583     John Hancock Money Market Fund
--------------------------------------------------------------------------------
04-3539446     John Hancock Multi-Cap Growth Fund
--------------------------------------------------------------------------------
04-6564703     John Hancock New York Tax-Free Income Fund
--------------------------------------------------------------------------------
04-6567740     John Hancock Pacific Basin Equities Fund
--------------------------------------------------------------------------------
04-3161453     John Hancock Patriot Global Dividend Fund
--------------------------------------------------------------------------------
04-3190056     John Hancock Patriot Preferred Dividend Fund
--------------------------------------------------------------------------------
04-3044078     John Hancock Patriot Premium Dividend Fund I
--------------------------------------------------------------------------------
04-3097281     John Hancock Patriot Premium Dividend Fund II
--------------------------------------------------------------------------------
04-3090916     John Hancock Patriot Select Dividend Trust
--------------------------------------------------------------------------------
               John Hancock Preferred Income Fund (eff. 8/22/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3435529     John Hancock Real Estate Fund
--------------------------------------------------------------------------------
04-6526682     John Hancock Regional Bank Fund
--------------------------------------------------------------------------------
04-3214880     John Hancock Small Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
76-0230584     John Hancock Small Cap Growth Fund
--------------------------------------------------------------------------------
51-0094374     John Hancock Sovereign Investors Fund
--------------------------------------------------------------------------------
04-6956080     John Hancock Strategic Growth Fund (eff 12/01/01)
--------------------------------------------------------------------------------
04-6545497     John Hancock Strategic Income Fund
--------------------------------------------------------------------------------
76-0296098     John Hancock Tax-Free Bond Fund
--------------------------------------------------------------------------------
13-3100162     John Hancock Technology Fund
--------------------------------------------------------------------------------
76-0235823     John Hancock U.S. Government Cash Reserve
--------------------------------------------------------------------------------
13-3843241     John Hancock U.S. Global Leaders Growth Fund (eff 5/13/02)
--------------------------------------------------------------------------------
04-3367188     John Hancock V.A. Financial Industries Fund
--------------------------------------------------------------------------------
04-3402969     John Hancock V.A. Relative Value Fund
--------------------------------------------------------------------------------
04-3326565     John Hancock V.A. Sovereign Investors Fund
--------------------------------------------------------------------------------
04-3326570     John Hancock V.A. Strategic Income Fund
--------------------------------------------------------------------------------
04-3513386     John Hancock V.A. Technology Fund
--------------------------------------------------------------------------------

or: JOHN HANCOCK FUNDS listed above

/s/Avery P. Maher
-------------------------

By:  Avery P. Maher

Title:  Second Vice President and Assistant Secretary

Accepted and agreed for:

THE BANK OF NEW YORK

/s/Ira R. Rosner
--------------------------

By: Ira R. Rosner

Title: Vice President

Corpsec/Agreement/custodian/BNYScheduleII

APPENDIX I

THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")

TERMS AND CONDITIONS

1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the "Software"), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Software inconsistent with the foregoing acknowledgments, nor shall you attempt to decompile, reverse engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian's prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian's request.

2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and

discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without Custodian's prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian's consent, shall become the property of Custodian.

5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, UNLESS CUSTODIAN OR SUCH SUPPLIER KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.

7. System Acknowledgments. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System. In the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission however, Custodian will be liable for all transmissions where the Fund shows that such transmission was received by Custodian.

8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, with notice to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.

The Fund and the bank agree that the obligations of each Fund are not binding upon any of the Trustees/Directors. Officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this Agreement.

--------------------------------------------------------------------------------
   EIN                                   Name
--------------------------------------------------------------------------------
04-3478429      John Hancock 500 Index Fund
--------------------------------------------------------------------------------
04-3167136      John Hancock Balanced Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3241844      John Hancock Bank & Thrift Opportunity Fund
--------------------------------------------------------------------------------
04-3551118      John Hancock Biotechnology Fund
--------------------------------------------------------------------------------
04-2528977      John Hancock Bond Fund
--------------------------------------------------------------------------------
76-0296100      John Hancock California Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3551126      John Hancock Communications Fund
--------------------------------------------------------------------------------
04-3551129      John Hancock Consumer Industries Fund
--------------------------------------------------------------------------------
04-3122478      John Hancock Core Equity Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3260671      John Hancock Dividend Performers Fund
--------------------------------------------------------------------------------
04-3409706      John Hancock European Equity Fund
--------------------------------------------------------------------------------
04-3305812      John Hancock Financial Industries Fund
--------------------------------------------------------------------------------
56-1662953      John Hancock Financial Trends Fund, Inc.
--------------------------------------------------------------------------------
04-3535633      John Hancock Focused Equity Fund  (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-3313164      John Hancock Focused Small Cap Growth Fund
--------------------------------------------------------------------------------
04-6944774      John Hancock Fundamental Value Fund
--------------------------------------------------------------------------------
04-6543623      John Hancock Global Fund
--------------------------------------------------------------------------------
76-0230587      John Hancock Government Income Fund
--------------------------------------------------------------------------------
04-3524763      John Hancock Growth Trends Fund (add Class I eff. 11/15/01)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3124238      John Hancock Health Sciences Fund
--------------------------------------------------------------------------------
04-3551132      John Hancock High Income Fund
--------------------------------------------------------------------------------
76-0230586      John Hancock High Yield Bond Fund
--------------------------------------------------------------------------------
76-0235997      John Hancock High Yield Municipal Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------
04-2507646       John Hancock Income Securities Trust
--------------------------------------------------------------------------------
04-3260680      John Hancock Independence Diversified Core Equity Fund II
                (terminate Class P 9/13/01)
--------------------------------------------------------------------------------
04-3214877      John Hancock International Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-6944776      John Hancock International Small Cap Growth Fund
--------------------------------------------------------------------------------
76-0354706      John Hancock Investment Grade Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
   EIN                                     Name
--------------------------------------------------------------------------------
04-2474663     John Hancock Investors Trust
--------------------------------------------------------------------------------
74-6035056     John Hancock Large Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-2443211     John Hancock Large Cap Growth Fund
--------------------------------------------------------------------------------
41-2025611     John Hancock Large Cap Spectrum Fund (launch 1/14, but no money
               until 2/22/02 - strike first NAV 2/25/02)
--------------------------------------------------------------------------------
04-6564705     John Hancock Massachusetts Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3208756     John Hancock Mid Cap Growth Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
76-0230583     John Hancock Money Market Fund
--------------------------------------------------------------------------------
04-3539446     John Hancock Multi-Cap Growth Fund
--------------------------------------------------------------------------------
04-6564703     John Hancock New York Tax-Free Income Fund
--------------------------------------------------------------------------------
04-6567740     John Hancock Pacific Basin Equities Fund
--------------------------------------------------------------------------------
04-3161453     John Hancock Patriot Global Dividend Fund
--------------------------------------------------------------------------------
04-3190056     John Hancock Patriot Preferred Dividend Fund
--------------------------------------------------------------------------------
04-3044078     John Hancock Patriot Premium Dividend Fund I
--------------------------------------------------------------------------------
04-3097281     John Hancock Patriot Premium Dividend Fund II
--------------------------------------------------------------------------------
04-3090916     John Hancock Patriot Select Dividend Trust
--------------------------------------------------------------------------------
               John Hancock Preferred Income Fund (eff. 8/22/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3435529     John Hancock Real Estate Fund
--------------------------------------------------------------------------------
04-6526682     John Hancock Regional Bank Fund
--------------------------------------------------------------------------------
04-3214880     John Hancock Small Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
76-0230584     John Hancock Small Cap Growth Fund
--------------------------------------------------------------------------------
51-0094374     John Hancock Sovereign Investors Fund
--------------------------------------------------------------------------------
04-6956080     John Hancock Strategic Growth Fund (eff 12/01/01)
--------------------------------------------------------------------------------
04-6545497     John Hancock Strategic Income Fund
--------------------------------------------------------------------------------
76-0296098     John Hancock Tax-Free Bond Fund
--------------------------------------------------------------------------------
13-3100162     John Hancock Technology Fund
--------------------------------------------------------------------------------
76-0235823     John Hancock U.S. Government Cash Reserve
--------------------------------------------------------------------------------
13-3843241     John Hancock U.S. Global Leaders Growth Fund (eff 5/13/02)
--------------------------------------------------------------------------------
04-3367188     John Hancock V.A. Financial Industries Fund
--------------------------------------------------------------------------------
04-3402969     John Hancock V.A. Relative Value Fund
--------------------------------------------------------------------------------
04-3326565     John Hancock V.A. Sovereign Investors Fund
--------------------------------------------------------------------------------
04-3326570     John Hancock V.A. Strategic Income Fund
--------------------------------------------------------------------------------
04-3513386     John Hancock V.A. Technology Fund
--------------------------------------------------------------------------------

or: JOHN HANCOCK FUNDS listed above

/s/ Avery P. Maher
-------------------------

By:  Avery P. Maher

Title:  Second Vice President and Assistant Secretary

Accepted and agreed for:

THE BANK OF NEW YORK

/s/ Ira R. Rosner
--------------------------

By: Ira R. Rosner

Title: Vice President

Corpsec/Agreement/custodian/BNYScheduleII

FUND ACCOUNTING AGREEMENT

AGREEMENT made as of this 10th day of September, 2001 by and between each John Hancock Fund listed on Schedule II, each either a business trust organized and existing under the laws of The Commonwealth of Massachusetts or a Maryland corporation organized and existing under the laws of the state of Maryland, having its principal place of business at 101 Huntington Avenue, Boston, Massachusetts 02199 (each a "Fund") and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the "Bank").

W I T N E S S E T H:

In consideration of the mutual agreements herein contained, the Fund and the Bank hereby agree as follows:

1. The Fund hereby appoints the Bank to perform the duties hereinafter set forth.

2. The Bank hereby accepts appointment and agrees to perform the duties hereinafter set forth.

3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall compute the net asset value per share of each Fund listed on Schedule II and shall value the securities held by the Fund (the "Securities") at such times and dates and in the manner specified in the then currently effective Prospectus of the Fund.

4. To the extent valuation of Securities or computation of a Fund's net asset value as specified in the Fund's then currently effective Prospectus is at any time inconsistent with any applicable laws or regulations, the Fund shall immediately so notify the Bank in writing and thereafter shall either furnish the Bank at all appropriate times with the values of such Securities and each Fund's net asset value, or subject to the prior approval of the Bank, instruct the Bank in writing to value Securities and compute each Fund's net asset value in a manner which the Fund then represents in writing to be consistent with all applicable laws and regulations. The Fund may also from time to time, subject to the prior approval of the Bank, instruct the Bank in writing to compute the

value of the Securities or a Fund's net asset value in a manner other than as specified in paragraph 3 of this Agreement. By giving such instruction, the Fund shall be deemed to have represented that such instruction is consistent with all applicable laws and regulations and the then currently effective Prospectus of the Fund. The Fund shall have sole responsibility for determining the method of valuation of Securities and the method of computing each Fund's net asset value.

5. The Fund shall furnish the Bank with any and all instructions, explanations, information, specifications and documentation deemed necessary by the Bank in the performance of its duties hereunder, including, without limitation, the amounts or written formula for calculating the amounts and times of accrual of Fund liabilities and expenses. The Bank shall not be required to include as Fund liabilities and expenses, nor as a reduction of net asset value, any accrual for any federal, state, or foreign income taxes unless the Fund shall have specified to the Bank the precise amount of the same to be included in liabilities and expenses or used to reduce net asset value. The Fund shall also furnish the Bank with bid, offer, or market values of Securities if the Bank notifies the Fund that same are not available to the Bank from a security pricing or similar service utilized, or subscribed to, by the Bank which the Bank in its judgment deems reliable at the time such information is required for calculations hereunder. At any time and from time to time, the Fund also may furnish the Bank with bid, offer, or market values of Securities and instruct the Bank to use such information in its calculations hereunder.

6. The Bank as Fund Accounting agent shall advise the Fund and the Fund's transfer agent of the Fund's net asset value upon completion of the computations required to be made by the Bank pursuant to this Agreement.

7. The Bank shall, as agent for the Fund, maintain and keep current the books, accounts and other documents, if any, listed in Appendix A hereto and made a part hereof, as such Appendix A may be amended from time to time, and preserve any such books, accounts and other documents in accordance with the applicable provisions of Rule 31a-2 of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the "Rules"). Such books, accounts and other documents shall be made available upon reasonable request for inspection by officers, employees and auditors of the Fund.

8. All records maintained and preserved by the Bank pursuant to this Agreement which the Fund is required to maintain and preserve in accordance with the above-mentioned Rules shall be and remain the property of the Fund and shall be surrendered to the Fund promptly upon request in the that the Fund requests. Upon reasonable request of the Fund, the Bank shall provide in hard copy, on micro-film or electronically, whichever the Fund shall elect, any records included in any such delivery.

9. The Bank, in performing the services required of it under the terms of this Agreement, shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by the Fund and shall have no duty or obligation to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation, including, without limitation, evaluations of Securities; the amounts or formula for calculating the amounts and times of accrual of Fund's liabilities and expenses; the amounts receivable and the amounts payable on the sale or purchase of Securities; and amounts receivable or amounts payable for the sale or redemption of Fund shares effected by or on behalf of the Fund. In the event the Bank's computations hereunder rely, in whole or in part, upon information, including, without limitation, bid, offer or market values of Securities or other assets, or accruals of interest or earnings thereon, from a pricing or similar service utilized, or subscribed to, by the Bank which the Bank in its judgment deems reliable, the Bank shall not be responsible for, deemed to make any assurances with respect to, nor under any duty to inquire into, the accuracy and completeness of such information, except that if any such information contains manifest error, the Bank shall in accordance with its then standard practices attempt to have such manifest error corrected, and shall notify the Fund if such attempt is unsuccessful.

10. The Bank shall not be required to inquire into any valuation of Securities or other assets by the Fund or any third party described in preceding paragraph 9 hereof, even though the Bank in performing services similar to the services provided pursuant to this Agreement for others may receive different valuations of the same or different securities of the same issuers.

11. The Bank, in performing the services required of it under the terms of this Agreement, shall not be responsible for determining whether any interest accruable to the Fund is or will be actually paid, but will accrue such interest until otherwise instructed by the Fund.

12. The Bank shall not be responsible for delays or errors which occur by reason of circumstances beyond its control in the performance of its duties under this Agreement, including, without limitation, mechanical breakdowns, flood or catastrophe, acts of God, failures of transportation, communication or power supply, or other similar circumstances. Nor shall the Bank be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than the Bank to supply any instructions, explanations, information, specifications or documentation deemed necessary by the Bank in the performance of its duties under this Agreement.

13. No provision of this Agreement shall prevent the Bank from offering services similar or identical to those covered by this Agreement to any other corporations, associations or entities of any kind. Any and all operational procedures, techniques and devices developed by the Bank in connection with the performance of its duties and obligations under this Agreement, including those developed in conjunction with the Fund, shall be and remain the property of the Bank, and the Bank shall be free to employ such procedures, techniques and devices in connection with the performance of any other contract with any other person whether or not such contract is similar or identical to this Agreement.

14. The Bank may, with respect to questions of law, apply to and obtain the advice and opinion of counsel to the Fund or its own counsel and shall be entitled to rely on the advice or opinion of such counsel.

15. The Bank shall be entitled to rely upon any oral instructions received by the Bank and reasonably believed by the Bank to be given by or on behalf of the Fund, unless the Bank subsequently receives written instructions contradicting such oral instructions.

16. Notwithstanding any other provision contained in this Agreement, the Bank shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to, the Fund; (b) the taxable nature or effect on the Fund or its shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the Fund to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of the Fund making or not making any distribution or dividend payment, or any election with respect thereto.

17. The Bank shall not be liable for any loss, damage or expense resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond the Bank's control, unless such loss, damage or expense arises out of the negligence or willful misconduct of the Bank. In no event shall the Bank be liable for special, indirect, or consequential damages, or for lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. For purposes of this provision, if as a result of the negligence or willful misconduct of the Bank there is a material error in the net asset value per share of the Fund, the material losses of the Fund on the sale and issuance, or the redemption, of its shares attributable to such material error shall be direct money damages.

18. Without limiting the generality of the foregoing, (i) the Bank shall indemnify the Fund against any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising out of the negligence or willful misconduct of the Bank, except that in no event shall the Bank be liable for special, indirect, or consequential damages, or for lost profits or loss of business, and (ii) the Fund shall indemnify the Bank against any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following, except that in no event shall the Fund be liable for special, indirect, or consequential damages, or for lost profits or loss of business:

(a) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to the Bank by the Fund, or, subject to the provisions of paragraph 9, by a pricing or similar service which the Bank in its judgment deems reliable;

(b) Action or inaction taken or omitted to be taken by the Bank pursuant to written or oral instructions of the Fund without negligence or willful misconduct;

(c) Any action taken or omitted to be taken by the Bank in good faith and with notice to the Fund, in accordance with the advice or opinion of counsel for the Fund or Bank counsel;

(d) Any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by the Bank pursuant to this Agreement;

(e) The method of valuation of the Securities and the method of computing each Fund's net asset value; or

(f) Any valuations of Securities or net asset value provided by the Fund.

19. In consideration for all of the services to be performed by the Bank as set forth herein the Bank shall be entitled to receive reimbursement for all out-of-pocket expenses and such compensation as may be agreed upon in writing from time to time between the Bank and the Fund.

20. Attached hereto as Appendix B is a list of persons duly authorized by the Fund's Declaration of Trust and By-Laws to execute this Agreement and give any written, electronic or oral instructions, or written, electronic or oral specifications, by or on behalf of the Fund. From time to time the Fund may deliver a new Appendix B to add or delete any person and the Bank shall be entitled to rely on the last Appendix B actually received by the Bank.

21. The Fund represents and warrants to the Bank that it has all requisite power to execute and deliver this Agreement, to give any written, electronic or oral instructions contemplated hereby, and to perform the actions or obligations contemplated to be performed by it hereunder, and has taken all necessary action to authorize such execution, delivery, and performance.

22. This Agreement shall not be assignable by the Fund without the prior written consent of the Bank, or by the Bank without the prior written consent of the Fund, which consents shall not be unreasonably withheld.

23. Either of the parties hereto may terminate this Agreement by giving the other party a notice in writing specifying the date of such termination, which shall not be less than sixty (60) days after the date of giving of such notice. Upon the date set forth in such notice, the Bank shall deliver to the Fund all its records.

24. This Agreement may not be amended or modified in any manner except by written agreement executed by both parties hereto.

25. This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts without regard to conflicts of laws principals. The Fund and the Bank each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

26. The performance and provisions of this Agreement are intended to benefit only the Bank and the Fund, and no rights shall be granted to any other person by virtue of this Agreement.

27. The Fund and the Bank agree that the obligations of each Fund are not binding upon any of the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

Each John Hancock Fund listed on Schedule II

                                    By: /s/Richard A. Brown, SVP & CFO
                                        ------------------------------

Attest:

/s/Rita A. Grimes
-----------------

                                    THE BANK OF NEW YORK

                                    By: /s/James E. Hillman, SVP
                                        ------------------------

Attest:

/s/Rita A. Grimes
-----------------

APPENDIX A TO FUND ACCOUNTING AGREEMENT
BETWEEN
THE BANK OF NEW YORK
AND

The John Hancock Funds listed on Schedule II

I._______The Bank of New York (the "Bank"), as agent for each John Hancock Fund listed on Schedule II (each a "Fund"), shall maintain the following records on a daily basis for each Fund.

1. Report of priced portfolio securities

2. Statement of net asset value per share

II. The Bank shall maintain the following records on a monthly basis for each Fund:

1. General Ledger

2. General Journal

3. Cash Receipts Journal

4. Cash Disbursements Journal

5. Subscriptions Journal

6. Redemptions Journal

7. Accounts Receivable Reports

8. Accounts Payable Reports

9. Open Subscriptions/Redemption Reports

10. Transaction (Securities) Journal

11. Broker Net Trades Reports

III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Fund. Schedule D shall be produced on an annual basis for each Fund.

The above reports may be printed according to any other required frequency to meet the requirements of the Internal Revenue Service, the Securities and Exchange Commission and the Fund's Auditors.

IV. For internal control purposes, the Bank uses the Account Journals produced by The Bank of New York Custody System to record daily settlements of the following for each Fund:

1. Securities bought

2. Securities sold

3. Interest received

4. Dividends received

5. Capital stock sold

6. Capital stock redeemed

7. Other income and expenses

All portfolio purchases for the Fund are recorded to reflect expected maturity value and total cost including any prepaid interest.

--------------------------------------------------------------------------------
   EIN                                     Name
--------------------------------------------------------------------------------
04-3478429      John Hancock 500 Index Fund
--------------------------------------------------------------------------------
04-3167136      John Hancock Balanced Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3241844      John Hancock Bank & Thrift Opportunity Fund
--------------------------------------------------------------------------------
04-3551118      John Hancock Biotechnology Fund
--------------------------------------------------------------------------------
04-2528977      John Hancock Bond Fund
--------------------------------------------------------------------------------
76-0296100      John Hancock California Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3551126      John Hancock Communications Fund
--------------------------------------------------------------------------------
04-3551129      John Hancock Consumer Industries Fund
--------------------------------------------------------------------------------
04-3122478      John Hancock Core Equity Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3260671      John Hancock Dividend Performers Fund
--------------------------------------------------------------------------------
04-3409706      John Hancock European Equity Fund
--------------------------------------------------------------------------------
04-3305812      John Hancock Financial Industries Fund
--------------------------------------------------------------------------------
56-1662953      John Hancock Financial Trends Fund, Inc.
--------------------------------------------------------------------------------
04-3535633      John Hancock Focused Equity Fund  (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-3313164      John Hancock Focused Small Cap Growth Fund
--------------------------------------------------------------------------------
04-6944774      John Hancock Fundamental Value Fund
--------------------------------------------------------------------------------
04-6543623      John Hancock Global Fund
--------------------------------------------------------------------------------
76-0230587      John Hancock Government Income Fund
--------------------------------------------------------------------------------
04-3524763      John Hancock Growth Trends Fund (add Class I eff 11/15/01)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3124238      John Hancock Health Sciences Fund
--------------------------------------------------------------------------------
04-3551132      John Hancock High Income Fund
--------------------------------------------------------------------------------
76-0230586      John Hancock High Yield Bond Fund
--------------------------------------------------------------------------------
76-0235997      John Hancock High Yield Municipal Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------
04-2507646       John Hancock Income Securities Trust
--------------------------------------------------------------------------------
04-3260680      John Hancock Independence Diversified Core Equity Fund II
                (terminate Class P 9/13/01)
--------------------------------------------------------------------------------
04-3214877      John Hancock International Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-6944776      John Hancock International Small Cap Growth Fund
--------------------------------------------------------------------------------
76-0354706      John Hancock Investment Grade Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
   EIN                                  Name
--------------------------------------------------------------------------------
04-2474663     John Hancock Investors Trust
--------------------------------------------------------------------------------
74-6035056     John Hancock Large Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-2443211     John Hancock Large Cap Growth Fund
--------------------------------------------------------------------------------
41-2025611     John Hancock Large Cap Spectrum Fund (launch 1/14, but no money
               until 2/22/02 - strike first NAV 2/25/02)
--------------------------------------------------------------------------------
04-6564705     John Hancock Massachusetts Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3208756     John Hancock Mid Cap Growth Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
76-0230583     John Hancock Money Market Fund
--------------------------------------------------------------------------------
04-3539446     John Hancock Multi-Cap Growth Fund
--------------------------------------------------------------------------------
04-6564703     John Hancock New York Tax-Free Income Fund
--------------------------------------------------------------------------------
04-6567740     John Hancock Pacific Basin Equities Fund
--------------------------------------------------------------------------------
04-3161453     John Hancock Patriot Global Dividend Fund
--------------------------------------------------------------------------------
04-3190056     John Hancock Patriot Preferred Dividend Fund
--------------------------------------------------------------------------------
04-3044078     John Hancock Patriot Premium Dividend Fund I
--------------------------------------------------------------------------------
04-3097281     John Hancock Patriot Premium Dividend Fund II
--------------------------------------------------------------------------------
04-3090916     John Hancock Patriot Select Dividend Trust
--------------------------------------------------------------------------------
               John Hancock Preferred Income Fund (eff. 8/22/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3435529     John Hancock Real Estate Fund
--------------------------------------------------------------------------------
04-6526682     John Hancock Regional Bank Fund
--------------------------------------------------------------------------------
04-3214880     John Hancock Small Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
76-0230584     John Hancock Small Cap Growth Fund
--------------------------------------------------------------------------------
51-0094374     John Hancock Sovereign Investors Fund
--------------------------------------------------------------------------------
04-6956080     John Hancock Strategic Growth Fund (eff 12/01/01)
--------------------------------------------------------------------------------
04-6545497     John Hancock Strategic Income Fund
--------------------------------------------------------------------------------
76-0296098     John Hancock Tax-Free Bond Fund
--------------------------------------------------------------------------------
13-3100162     John Hancock Technology Fund
--------------------------------------------------------------------------------
76-0235823     John Hancock U.S. Government Cash Reserve
--------------------------------------------------------------------------------
13-3843241     John Hancock U.S. Global Leaders Growth Fund (eff 5/13/02)
--------------------------------------------------------------------------------
04-3367188     John Hancock V.A. Financial Industries Fund
--------------------------------------------------------------------------------
04-3402969     John Hancock V.A. Relative Value Fund
--------------------------------------------------------------------------------
04-3326565     John Hancock V.A. Sovereign Investors Fund
--------------------------------------------------------------------------------
04-3326570     John Hancock V.A. Strategic Income Fund
--------------------------------------------------------------------------------
04-3513386     John Hancock V.A. Technology Fund
--------------------------------------------------------------------------------

or: JOHN HANCOCK FUNDS listed above

/s/ Avery P. Maher
-------------------------

By:  Avery P. Maher

Title:  Second Vice President and Assistant Secretary

Accepted and agreed for:

THE BANK OF NEW YORK

/s/ Ira R. Rosner
--------------------------

By: Ira R. Rosner

Title: Vice President

Corpsec/Agreement/custodian/BNYScheduleII

APPENDIX B

I, William H. King, Treasurer, of each John Hancock Fund listed on Schedule II, (each a "Fund"), do hereby certify that:

The following individuals serve in the following positions with the Fund, and each has been duly elected or appointed by the Board of Trustees of the Fund to each such position and qualified therefor in conformity with the Fund's Declaration of Trust and By-Laws, and the signatures set forth opposite their respective names are their true and correct signatures. Each such person is authorized to give written or oral instructions or written or oral specifications by or on behalf of the Fund to the Bank.

William H. King            Treasurer                   /s/ William H. King
---------------            ---------                   -------------------
Name                       Position                    Signature

Robert E. Gramer           Associate Treasurer         /s/ Robert E. Gramer
----------------           -------------------         --------------------
Name                       Position                    Signature

William J. Hayes           Associate Treasurer         /s/ William J. Hayes
----------------           -------------------         --------------------
Name                       Position                    Signature

Cheryl J. Fahy             Assistant Treasurer         /s/ Cheryl J. Fahy
------------------         -------------------         ------------------
Name                       Position                    Signature

Joan E. McCormick          Assistant Treasurer         /s/ Joan E. McCormick
-----------------          -------------------         ---------------------
Name                       Position                    Signature

Joseph G. Thompson         Assistant Treasurer         /s/ Joseph G. Thompson
------------------         -------------------         ----------------------
Name                       Position                    Signature

S:\general\funds\authorizedsignersfundmoney

FOREIGN CUSTODY MANAGER AGREEMENT

AGREEMENT made as of September 10, 2001 between each John Hancock Fund listed on Schedule II (each a "Fund") and The Bank of New York ("BNY").

W I T N E S S E T H:

WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein;

WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows:

ARTICLE I.
DEFINITIONS

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1. "Board" shall mean the board of directors or board of trustees, as the case may be, of the Fund.

2. "Eligible Foreign Custodian" shall have the meaning provided in the Rule.

3. "Monitoring System" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement.

4. "Responsibilities" shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement.

5. "Rule" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended (the "1940 Act"). Specific references to Sections of the Rule (or of Rule 17f-7) in this Agreement shall mean those Sections as in effect as of the date of this Agreement.

6. "Risk Analysis" shall mean the analysis required under Rule 17f-7(a)(1)(A) under the 1940 Act.

7. "Securities Depository" shall mean a system for the central handling of securities as defined in Rule 17f-4 under the 1940 Act.

8. "Specified Country" shall mean each country listed on Schedule I attached hereto and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given settlement instructions to The Bank of New York as custodian (the "Custodian") under its Custody Agreement with the Fund. BNY agrees to notify immediately the Fund and the Fund's investment adviser if, at any time, BNY believes that it cannot perform, in accordance with the foregoing standard of care, its duties hereunder with respect to any Eligible Foreign Custodian.

ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER

1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities.

2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's assets would exercise.

3. BNY shall provide to the Board at least annually and at such other times as the Board deems reasonable and appropriate based on the circumstances of the Fund's foreign custody arrangements written reports, which shall include the following:

(a) Information relating to Eligible Foreign Custodians. Such written reports shall include a list of all Eligible Foreign Custodians with which assets of the Fund are maintained, and notification of any material changes in the arrangements with such Eligible Foreign Custodians (including without limitation, adding a new Eligible Foreign Custodian, replacing an Eligible Foreign Custodian, changes in the capital structure of an existing Eligible Foreign Custodian and changes in the contract governing an arrangement with an Eligible Foreign Custodian).

(b) Information relating to Securities Depositories. Such written report shall include a Risk Analysis with respect to each Securities Depository in each Specified Country. If a new Securities Depository commences operations in a Specified Country (or in the case of a new Specified Country), BNY shall promptly notify the Board and the Fund's investment adviser of such commencement and shall provide a Risk Analysis for such Securities Depository (or in the case of a new Specified Country, all Securities Depositories in such country) as soon as reasonably practicable after such Securities Depository becomes operational (or in the case of a new Specified Country, after such country becomes a Specified Country) but in any event prior to maintaining a Fund's assets with such Securities Depository. BNY shall also include in such written report a representation that each Securities Depository in which the Fund maintains assets is an "Eligible Foreign Custodian" as defined in Rule 17f-7 under the 1940 Act.

(c) Information relating to Country Risk. Notwithstanding anything to the contrary in this Agreement or in the Custody Agreement between the Fund and BNY, with respect to each Specified Country, BNY shall promptly provide to the Board and to the Fund's investment adviser such information with respect to Country Risk (as defined in Section 2 of Article III hereof) as may be sent to, and received by, BNY from any Eligible Foreign Custodian.

ARTICLE III.
RESPONSIBILITIES

1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Fund whenever BNY determines under the Monitoring System that an arrangement
(including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book-entries; (b) such country's financial infrastructure; (c) such country's prevailing custody and settlement practices; (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

ARTICLE IV.
REPRESENTATIONS

1. The Fund hereby represents that this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or performance of this Agreement; and this Agreement has been approved by the Board at a meeting duly called and at which a quorum was at all times present.

2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; and (c) BNY has established the Monitoring System.

ARTICLE V.
CONCERNING BNY

1. BNY shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof. In no event shall the Fund be liable to BNY for any special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. BNY shall indemnify the

Fund and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund by reason or as a result of BNY's failure to exercise the reasonable care, prudence and diligence required by
Section 2 of Article II hereof; provided, however, that BNY shall not be liable to the Fund for any special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement.

3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed.

4. BNY shall have only such duties as are expressly set forth herein. In no event shall BNY be liable for any Country Risks associated with investments in a particular country, except that BNY shall timely forward such information with respect to Country Risk, if any, as may have been sent to, and received by, BNY from any Eligible Foreign Custodian.

ARTICLE VI.
MISCELLANEOUS

1. This Agreement sets forth BNY's duties with respect to, among other things, the selection of Foreign Custodians, the administration of contracts with Foreign Custodians, the addition and deletion of Foreign Custodians, the issuance of reports in connection with such duties, the monitoring of such duties, and the supplying of information with respect to Country Risk. The terms of the Custody Agreement between the Fund and BNY, as amended from time to time, shall apply generally as to matters not expressly covered in this Agreement, including dealings with the Foreign Custodians in the course of discharge of BNY's obligations under the Custody Agreement. The terms of this Agreement shall control to the extent of any conflicts between this Agreement and the Custody Agreement. Except as set forth in this Article, nothing in this Agreement shall affect the obligations of the parties hereto under any other agreement.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 101 Huntington Avenue, Boston, Massachusetts 02199, or at such other place as the Fund may from time to time designate in writing.

4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other, which consent shall not be unreasonably withheld.

5. If at any time BNY shall be a party to an agreement to serve as a Foreign Custody Manager to an investment company that provides for either (i) a standard of care with respect to the selection of Foreign Custodians in any jurisdiction higher than that set forth in Article I of this Agreement or (ii) a standard of care with respect to BNY exercising its duties as Foreign Custody Manager in any jurisdiction or with regard to its responsibilities under Rule 17f-7 higher than those set forth in Article II, Section 2 of this Agreement, BNY agrees to notify the Fund of this fact and to raise the applicable standard of care hereunder in the applicable jurisdiction to the standard specified in such other agreement.

6. The Fund and BNY agree that the obligations of each Fund are not binding upon the Trustees/Directors, officers or shareholders of the Fund individually, but are binding only upon that Fund and its assets. Each Fund shall be severally, not jointly, liable for its own obligations under this agreement.

This Agreement shall be construed in accordance with the substantive laws of The Commonwealth of Massachusetts, without regard to conflicts of laws principles thereof. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty
(30) days after the date of such notice.

IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written.

Each John Hancock Fund listed on Schedule II

By: /s/ Richard A. Brown
    -------------------

Title:  Senior Vice President & CFO

THE BANK OF NEW YORK

By: /s/ James E. Hillman
    -------------------

Title:  Senior Vice President

                               Date: July 23, 2001

To:      International Markets Committee

From:    Bob Pieroni

Re:      Approved Country Listing - Funds

SIPC and the International Market Committee have approved the following countries for investments by John Hancock funds:

Argentina                     Greece
Australia                     Hong Kong                     Peru
Austria                       Hungary                       Philippines
Bangladesh                    Iceland                       Poland
Belgium                       India                         Portugal
Bermuda                       Indonesia                     Romania
Brazil                        Ireland                       Russia*
Botswana                      Israel                        Singapore
Bulgaria **                   Italy                         Slovak Republic
Canada                        Japan                         South Africa
Chile                         Kenya                         Spain
China                         Korea                         Sweden
Columbia                      Latvia                        Switzerland
Costa Rica                    Lithuania                     Taiwan
Croatia                       Luxembourg                    Thailand
Czech Republic                Malaysia                      Turkey
Denmark                       Mauritius                     United Kingdom
Egypt **                      Mexico                        United States
Estonia                       Netherlands                   Venezuela
Finland                       New Zealand                   Zimbabwe
France                        Norway
Germany                       Panama
Ghana                         Pakistan

* Please note that Russia is restricted to Sovereign Russian and municipal fixed income securities only and these investments are further restricted to only certain fixed income accounts. Please consult Operations or Legal for detailed listing.

Investments in other countries (including ADR & GDR vehicles) are not permitted without prior approval from the International Markets Committee.

** Addition since 1/1/01

Cc: Merrill Lynch Asset Management
Nicholas Applegate
American Fund Advisers

--------------------------------------------------------------------------------
   EIN                                    Name
--------------------------------------------------------------------------------
04-3478429      John Hancock 500 Index Fund
--------------------------------------------------------------------------------
04-3167136      John Hancock Balanced Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3241844      John Hancock Bank & Thrift Opportunity Fund
--------------------------------------------------------------------------------
04-3551118      John Hancock Biotechnology Fund
--------------------------------------------------------------------------------
04-2528977      John Hancock Bond Fund
--------------------------------------------------------------------------------
76-0296100      John Hancock California Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3551126      John Hancock Communications Fund
--------------------------------------------------------------------------------
04-3551129      John Hancock Consumer Industries Fund
--------------------------------------------------------------------------------
04-3122478      John Hancock Core Equity Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-3260671      John Hancock Dividend Performers Fund
--------------------------------------------------------------------------------
04-3409706      John Hancock European Equity Fund
--------------------------------------------------------------------------------
04-3305812      John Hancock Financial Industries Fund
--------------------------------------------------------------------------------
56-1662953      John Hancock Financial Trends Fund, Inc.
--------------------------------------------------------------------------------
04-3535633      John Hancock Focused Equity Fund  (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-3313164      John Hancock Focused Small Cap Growth Fund
--------------------------------------------------------------------------------
04-6944774      John Hancock Fundamental Value Fund
--------------------------------------------------------------------------------
04-6543623      John Hancock Global Fund
--------------------------------------------------------------------------------
76-0230587      John Hancock Government Income Fund
--------------------------------------------------------------------------------
04-3524763      John Hancock Growth Trends Fund (add Class I eff 11/15/01)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3124238      John Hancock Health Sciences Fund
--------------------------------------------------------------------------------
04-3551132      John Hancock High Income Fund
--------------------------------------------------------------------------------
76-0230586      John Hancock High Yield Bond Fund
--------------------------------------------------------------------------------
76-0235997      John Hancock High Yield Municipal Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------
04-2507646       John Hancock Income Securities Trust
--------------------------------------------------------------------------------
04-3260680      John Hancock Independence Diversified Core Equity Fund II
                (terminate Class P 9/13/01)
--------------------------------------------------------------------------------
04-3214877      John Hancock International Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
04-6944776      John Hancock International Small Cap Growth Fund
--------------------------------------------------------------------------------
76-0354706      John Hancock Investment Grade Bond Fund
                (name change eff. 1/1/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
   EIN                                    Name
--------------------------------------------------------------------------------
04-2474663     John Hancock Investors Trust
--------------------------------------------------------------------------------
74-6035056     John Hancock Large Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
04-2443211     John Hancock Large Cap Growth Fund
--------------------------------------------------------------------------------
41-2025611     John Hancock Large Cap Spectrum Fund (launch 1/14, but no money
               until 2/22/02 - strike first NAV 2/25/02)
--------------------------------------------------------------------------------
04-6564705     John Hancock Massachusetts Tax-Free Income Fund
--------------------------------------------------------------------------------
04-3208756     John Hancock Mid Cap Growth Fund  (add Class I eff. 3/15/02)
--------------------------------------------------------------------------------
76-0230583     John Hancock Money Market Fund
--------------------------------------------------------------------------------
04-3539446     John Hancock Multi-Cap Growth Fund
--------------------------------------------------------------------------------
04-6564703     John Hancock New York Tax-Free Income Fund
--------------------------------------------------------------------------------
04-6567740     John Hancock Pacific Basin Equities Fund
--------------------------------------------------------------------------------
04-3161453     John Hancock Patriot Global Dividend Fund
--------------------------------------------------------------------------------
04-3190056     John Hancock Patriot Preferred Dividend Fund
--------------------------------------------------------------------------------
04-3044078     John Hancock Patriot Premium Dividend Fund I
--------------------------------------------------------------------------------
04-3097281     John Hancock Patriot Premium Dividend Fund II
--------------------------------------------------------------------------------
04-3090916     John Hancock Patriot Select Dividend Trust
--------------------------------------------------------------------------------
               John Hancock Preferred Income Fund (eff. 8/22/02)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
04-3435529     John Hancock Real Estate Fund
--------------------------------------------------------------------------------
04-6526682     John Hancock Regional Bank Fund
--------------------------------------------------------------------------------
04-3214880     John Hancock Small Cap Equity Fund (name change eff. 3/1/02)
--------------------------------------------------------------------------------
76-0230584     John Hancock Small Cap Growth Fund
--------------------------------------------------------------------------------
51-0094374     John Hancock Sovereign Investors Fund
--------------------------------------------------------------------------------
04-6956080     John Hancock Strategic Growth Fund (eff 12/01/01)
--------------------------------------------------------------------------------
04-6545497     John Hancock Strategic Income Fund
--------------------------------------------------------------------------------
76-0296098     John Hancock Tax-Free Bond Fund
--------------------------------------------------------------------------------
13-3100162     John Hancock Technology Fund
--------------------------------------------------------------------------------
76-0235823     John Hancock U.S. Government Cash Reserve
--------------------------------------------------------------------------------
13-3843241     John Hancock U.S. Global Leaders Growth Fund (eff 5/13/02)
--------------------------------------------------------------------------------
04-3367188     John Hancock V.A. Financial Industries Fund
--------------------------------------------------------------------------------
04-3402969     John Hancock V.A. Relative Value Fund
--------------------------------------------------------------------------------
04-3326565     John Hancock V.A. Sovereign Investors Fund
--------------------------------------------------------------------------------
04-3326570     John Hancock V.A. Strategic Income Fund
--------------------------------------------------------------------------------
04-3513386     John Hancock V.A. Technology Fund
--------------------------------------------------------------------------------

or: JOHN HANCOCK FUNDS listed above

/s/ Avery P. Maher
-------------------------

By:  Avery P. Maher

Title:  Second Vice President and Assistant Secretary

Accepted and agreed for:

THE BANK OF NEW YORK

/s/ Ira R. Rosner
--------------------------

By: Ira R. Rosner

Title: Vice President

-----------------------------   --------------   -----------------   -----------------------------------------------------
Market                                A                 B                               Sub-Custodian
-----------------------------   --------------   -----------------   -----------------------------------------------------
Argentina                             X                                             Banco Rio de la Plata
-----------------------------   --------------   -----------------   -----------------------------------------------------
Australia                             X                                          National Australia Bank Ltd.
                                      X                                         Commonwealth Bank of Australia
-----------------------------   --------------   -----------------   -----------------------------------------------------
Austria                               X                                                Bank Austria AG
-----------------------------   --------------   -----------------   -----------------------------------------------------
Bahrain                                                 X                           HSBC Bank Middle East
-----------------------------   --------------   -----------------   -----------------------------------------------------
Bangladesh                                              X                          Standard Chartered Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Belgium                               X                                            Banque Bruxelles Lambert
-----------------------------   --------------   -----------------   -----------------------------------------------------
Benin                                                   X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Bermuda                               X                                              Bank of Bermuda Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Bolivia                                                 X                                  Citibank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Botswana                                                X                       Barclays Bank of Botswana Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Brazil                                X                                                  Bank Boston
-----------------------------   --------------   -----------------   -----------------------------------------------------
Bulgaria                                                X                                  ING Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Burkina Faso                                            X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Canada                                X                                              Royal Bank of Canada
-----------------------------   --------------   -----------------   -----------------------------------------------------
Chile                                 X                                                Bank Boston N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
China                                 X                                            Standard Chartered Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Colombia                                                X                          Cititrust Colombia, S.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Costa Rica                                              X                                 Banco BCT
-----------------------------   --------------   -----------------   -----------------------------------------------------
Croatia                                                 X                        Privredna Banka Zqgreb d.d.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Cyprus                                                  X                               Bank of Cyprus
-----------------------------   --------------   -----------------   -----------------------------------------------------
Czech Republic                        X                                      Ceskoslovenska Obchodni Banka, A.S.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Denmark                               X                                                Den Danske Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
EASDAQ                                X                                            Banque Bruxelles Lambert
-----------------------------   --------------   -----------------   -----------------------------------------------------
Ecuador                                                 X                               Citibank, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Egypt                                                   X                               Citibank, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Estonia                                                 X                               Hansabank Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Euromarket - Cedel                    X                                                  Clearstream
                Euroclear             X                                                  Euroclear
-----------------------------   --------------   -----------------   -----------------------------------------------------
Finland                               X                                                Merita Bank plc
-----------------------------   --------------   -----------------   -----------------------------------------------------
France                                X                                                    Paribas
-----------------------------   --------------   -----------------   -----------------------------------------------------
Germany                               X                                                Dresdner Bank AG
-----------------------------   --------------   -----------------   -----------------------------------------------------
Ghana                                                   X                        Barclays Bank of Ghana Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Greece                                X                                                    Paribas
-----------------------------   --------------   -----------------   -----------------------------------------------------
Guinea Bissau                                           X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Hong Kong                             X                                                      HSBC
-----------------------------   --------------   -----------------   -----------------------------------------------------
Hungary                               X                                             Citibank Budapest Rt.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Iceland                                                 X                             Landsbanki Islands
-----------------------------   --------------   -----------------   -----------------------------------------------------
India                                                   X                                    HSBC
                                                        X                              Deutsche Bank AG
-----------------------------   --------------   -----------------   -----------------------------------------------------
Indonesia                                               X                                    HSBC
-----------------------------   --------------   -----------------   -----------------------------------------------------
Ireland                               X                                            Allied Irish Banks, plc
-----------------------------   --------------   -----------------   -----------------------------------------------------

A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian.

B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations.

-----------------------------   --------------   -----------------   -----------------------------------------------------
Market                                A                 B                               Sub-Custodian
-----------------------------   --------------   -----------------   -----------------------------------------------------
Israel                                X                                          Bank Leumi LE - Israel B.M.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Italy                                 X                                           Banca Commerciale Italiana
                                      X                                                    Paribas
-----------------------------   --------------   -----------------   -----------------------------------------------------
Ivory Coast                                             X                         Societe Generale - Abidjan
-----------------------------   --------------   -----------------   -----------------------------------------------------
Jamaica                                                 X                  CIBC Trust & Merchant Bank Jamaica Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Japan                                 X                                               The Fuji Bank Ltd.
                                      X                                       The Bank of Tokyo-Mitsubishi Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Jordan                                                  X                           HSBC Bank Middle East
-----------------------------   --------------   -----------------   -----------------------------------------------------
Kazakhstan                                              X                                  ABN/AMRO
-----------------------------   --------------   -----------------   -----------------------------------------------------
Kenya                                                   X                        Barclays Bank of Kenya Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Latvia                                                  X                              Hansabanka Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Lebanon                                                 X                           HSBC Bank Middle East
-----------------------------   --------------   -----------------   -----------------------------------------------------
Lithuania                                               X                              Vilniaus Bankas
-----------------------------   --------------   -----------------   -----------------------------------------------------
Luxembourg                            X                                     Banque et Caisse d'Espargne de l'Etat
-----------------------------   --------------   -----------------   -----------------------------------------------------
Malaysia                                                X                       HongKong Bank Malaysia Berhad
-----------------------------   --------------   -----------------   -----------------------------------------------------
Mali                                                    X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Malta                                 X                                              HSBC Bank Malta plc
-----------------------------   --------------   -----------------   -----------------------------------------------------
Mauritius                                               X                                    HSBC
-----------------------------   --------------   -----------------   -----------------------------------------------------
Mexico                                X                                            Banco Nacional de Mexico
-----------------------------   --------------   -----------------   -----------------------------------------------------
Morocco                                                 X                        Banque Commerciale du Maroc
-----------------------------   --------------   -----------------   -----------------------------------------------------
Namibia                                                 X                         Stanbic Bank Namibia Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Netherlands                           X                                                  Mees Pierson
-----------------------------   --------------   -----------------   -----------------------------------------------------
New Zealand                           X                                     Australia & New Zealand Banking Group
-----------------------------   --------------   -----------------   -----------------------------------------------------
Niger                                                   X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Nigeria                                                 X                     Stanbic Merchant Bank Nigeria Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Norway                                X                                              Den Norske Bank ASA
-----------------------------   --------------   -----------------   -----------------------------------------------------
Oman                                                    X                           HSBC Bank Middle East
Pakistan                                                X                          Standard Chartered Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Panama                                                  X                              BankBoston, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Peru                                                    X                               Citibank, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Philippines                           X                                                      HSBC
-----------------------------   --------------   -----------------   -----------------------------------------------------
Poland                                X                                         Bank Handlowy W Warszawie S.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Portugal                              X                                           Banco Comercial Portugues
-----------------------------   --------------   -----------------   -----------------------------------------------------
Romania                                                 X                                  ING Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Russia                                                  X                               Vneshtorgbank
                                                        X                       Credit Suisse First Boston AO
-----------------------------   --------------   -----------------   -----------------------------------------------------
Senegal                                                 X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Singapore                             X                                           United Overseas Bank Ltd.
                                      X                                    The Development. Bank of Singapore Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Slovakia                                                X                     Ceskoslovenska Obchodni Banka, AS
-----------------------------   --------------   -----------------   -----------------------------------------------------
Slovenia                              X                                   Bank Austria Creditanstalt d.d. Ljublijan
-----------------------------   --------------   -----------------   -----------------------------------------------------
South Africa                                            X                       Societe Generale Johannesburg
                                      X                                     The Standard Bank of South Africa Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------

A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian.

B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations.

-----------------------------   --------------   -----------------   -----------------------------------------------------
Market                                A                 B                               Sub-Custodian
-----------------------------   --------------   -----------------   -----------------------------------------------------
South Korea                           X                                            Standard Chartered Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Spain                                 X                                  Banco Bilboa Vizcaya Argentaria S.A. (BBVA)
-----------------------------   --------------   -----------------   -----------------------------------------------------
Sri Lanka                                               X                          Standard Chartered Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
Swaziland                                               X                        Stanbic Bank Swaziland Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Sweden                                X                                         Skandinaviska Enskilda Banken
-----------------------------   --------------   -----------------   -----------------------------------------------------
Switzerland                           X                                           Credit Suisse First Boston
-----------------------------   --------------   -----------------   -----------------------------------------------------
Taiwan                                X                                                      HSBC
-----------------------------   --------------   -----------------   -----------------------------------------------------
Thailand                              X                                            Standard Chartered Bank
                                      X                                        Bangkok Bank Public Company Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Togo                                                    X                Societe Generale de Banques en Cote d'Ivoire
-----------------------------   --------------   -----------------   -----------------------------------------------------
Trinidad & Tobago                                       X                          Republic Bank Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Tunisia                                                 X                   Banque Internationale Arabe de Tunisie
-----------------------------   --------------   -----------------   -----------------------------------------------------
Turkey                                X                                              Osmanli Bankasi A.S.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Ukraine                                                 X                                  ING Bank
-----------------------------   --------------   -----------------   -----------------------------------------------------
United Kingdom                       NA                 NA                           The Bank of New York
                                      X                                     The Depository & Clearing Centre (DCC)
-----------------------------   --------------   -----------------   -----------------------------------------------------
United States                        NA                 NA                           The Bank of New York
-----------------------------   --------------   -----------------   -----------------------------------------------------
Uruguay                               X                                               Bank Boston, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Venezuela                                               X                               Citibank, N.A.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Zambia                                                  X                        Barclays Bank of Zambia Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------
Zimbabwe                                                X                       Barclays Bank of Zimbabwe Ltd.
-----------------------------   --------------   -----------------   -----------------------------------------------------

A= BNY will accept responsibility for negligence and wilful misconduct by the subcustodian.

B= BNY does not guarantee or indemnify but will provide "Pass-Through" for any situations.

Fee Schedule

for

JOHN HANCOCK FUNDS Listed on Schedule II

DOMESTIC CUSTODY FEE SCHEDULE

1. Securities Settled and Safekept Within the United States.

The Bank of New York's fee for custody services for each account is as follows:

Asset Holding                                        Annual Basis Points
--------------------------------------------------------------------------------
0 - $10 billion                                              .25
Excess                                                       .15

Category                                                       Per Transaction
--------------------------------------------------------------------------------
Receive/Delivery - Book Entry                                      $  5.00
Receive/Delivery - PTC                                                5.00
Receive/Delivery - Physical                                          15.00
P & I Payments                                                        5.00
Wires In/Out and official check requests to pay                       3.50
Fund related expenses

A transaction is defined as a receipt or delivery versus payment or a free receipt or deliver.

II.      General

         - Account Maintenance:      Monthly fee of $50.00 per account. (Waived)
         - On-Line Services:         $200.00 monthly access fee.        (Waived)
         - Dedicated Line Services:  Charged as pass through costs.

                                      ADMINISTRATION/          INSTRUCTION FEE
                                      SAFEKEEPING FEE         (PER INSTRUCTION)
COUNTRY                              (IN BASIS POINTS)*         (U.S. DOLLARS)
--------------------------------------------------------------------------------
Argentina (Equities)...............         22.0                      60
Argentina (Bonds)..................         18.0                      60
Australia..........................          3.0                      45
Austria (ATS Securities)...........          4.5                      55
Bahrain............................         50.0                     140
Bangladesh.........................         50.0                     165
Belgium (Equities).................          3.5                      50
Belgium (Bonds)....................          2.5                      50
Belgium (T/Bills)..................          2.0                      50
Bermuda............................         22.0                      80
Bolivia............................         60.0                     150
Botswana...........................         45.0                     150
Brazil.............................         22.0                      30
Bulgaria...........................         45.0                      95
Canada.............................          2.0                      18
Chile..............................         22.0                      85
China..............................         22.0                      80
Colombia...........................         50.0                     115
Costa Rica.........................         22.0                      75
Croatia............................         35.0                      85
Cyprus.............................         22.0                      65
Czech Republic (Equities/Bonds)....         22.0                      75
Czech Republic (T/Bills)...........         18.0                      75
Denmark............................          3.5                      55
EASDAQ.............................          5.5                      60
Ecuador............................         40.0                      85
Egypt..............................         45.0                     115
Estonia............................         12.0                      45
Euromarkets (Euroclear -
 Eurobonds only**).................          1.8                      18
Finland............................          6.0                      55
France.............................         3.25                      50
Germany............................          2.5                      35
Ghana..............................         45.0                     150
Greece (Equities)..................         22.0                     105
Greece (Bonds).....................         16.0                     105
Hong Kong (Equities/Bonds).........          6.0                      70
Hong Kong (CMU Bonds)..............          4.0                      50
Hungary (KELER - Equities).........         30.0                      85
Hungary (KELER - Bonds)............         30.0                      65
Iceland ...........................         28.0                      80

                                            ADMINISTRATION/       INSTRUCTION FEE
                                            SAFEKEEPING FEE      (PER INSTRUCTION)
COUNTRY                                    (IN BASIS POINTS)*      (U.S. DOLLARS)
--------------------------------------------------------------------------------
India (Dematerialized Securities).......         20.0                  160
India (Physical Securities).............         70.0                  335
Indonesia...............................         13.0                  105
Ireland.................................         3.75                   40
Israel..................................         22.0                   50
Italy...................................         3.25                   55
Ivory Coast.............................         50.0                  155
Jamaica.................................         45.0                   75
Japan...................................          2.5                   25
Jordan (Equities/Bonds).................         45.0                  140
Jordan (Gov't Bonds)....................         26.0                  100
Kazakhstan (Equities)...................         60.0                  150
Kazakhstan (Bonds)......................         40.0                  160
Kenya...................................         45.0                  150
Latvia..................................         55.0                   70
Lebanon (Equities/Bonds)................         50.0                  140
Lebanon (Gov't Bonds)...................         26.0                  100
Lithuania...............................         22.0                   55
Luxembourg..............................          5.5                   55
Malaysia................................          6.0                   65
Malta...................................         22.0                   75
Mauritius...............................         35.0                  135
Mexico..................................          9.0                   40
Morocco.................................         40.0                  115
Namibia.................................         32.0                   75
Netherlands.............................          4.0                   40
New Zealand.............................          3.5                   50
Nigeria.................................         32.0                   75
Norway..................................          4.0                   55
Oman....................................         50.0                  140
Pakistan................................         35.0                  135
Panama..................................         65.0                   85
Peru....................................         40.0                   90
Philippines.............................         10.0                   90
Poland (Equities/Bonds).................         25.0                   75
Poland (T/Bills) .......................         12.0                   75
Portugal................................         10.0                   75
Romania.................................         45.0                   85
Russia (Equities).......................         65.0                  160
Russia (MinFins)........................         16.0                   85
Singapore...............................          5.0                   60
Slovak Republic (Equities/Bonds)........         30.0                  140
Slovak Republic (Promissory Notes)......         30.0                  260
Slovenia................................         45.0                   70
South Africa............................          4.0                   40
South Korea.............................         11.0                   60
Spain (Equities/Bonds)..................          4.5                   60
Spain (Gov't Bonds).....................          2.5                   60
Sri Lanka...............................         18.0                   90
Swaziland...............................         32.0                   75

                                        ADMINISTRATION/      INSTRUCTION FEE
                                        SAFEKEEPING FEE     (PER INSTRUCTION)
COUNTRY                                (IN BASIS POINTS)*     (U.S. DOLLARS)
--------------------------------------------------------------------------------
Sweden..............................           4.0                 50
Switzerland.........................           4.0                 60
Taiwan..............................          16.0                 90
Thailand............................           7.0                 75
Trinidad & Tobago...................          30.0                 65
Tunisia (Equities)..................          50.0                 65
Tunisia (Bonds).....................          35.0                 65
Tunisia (T/Bills)...................          12.0                 65
Turkey (Equities)...................          18.0                 55
Turkey (Bonds)......................          15.0                 55
UK..................................           1.5                 30
Ukraine (Equities)..................          70.0                260
Ukraine (Bonds).....................          25.0                 85
Uruguay (Equities)..................          60.0                 90
Uruguay (Bonds).....................          45.0                 90
Venezuela...........................          45.0                140
Zambia..............................          45.0                150
Zimbabwe............................          45.0                150

* Fee is expressed in basis points per annum and is calculated based upon month-end market value. ** For non-Eurobond holdings in Euroclear, surcharges apply

The above instruction fees are based on an assumption that BNY will receive instructions via SWIFT, BNY proprietary systems or other electronic medium as agreed by BNY. Instructions received through other medium (e.g. Facsimile) may be subject to a surcharge.

Out of Pocket Expenses :

Charges incurred by The Bank of New York for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees or other unusual expenses which are unique to the country of investment, will be passed along as incurred.

A Foreign Exchange transaction undertaken through a third party will be charged $35.00 per transaction.

FUND ACCOUNTING FEE SCHEDULE

Accounting Fee (Based on market value of all funds at each calendar month-end)

2.0 basis points, per annum, on the first $5 billion of net assets 1.5 basis points, per annum, on the next $5 billion of net assets 1.0 basis points, per annum, on the next $5 billion of net assets .75 basis points, per annum, on the excess of net assets

Minimum Fees (Per fund)

(a)$30,000 minimum fee, per annum, per domestic portfolio
(a)$30,000 minimum fee, per annum, per international portfolio

Out-of-Pocket Expenses

Out-of-pocket expenses include, but are limited to, the cost of obtaining prices for security evaluations, the cost associated with attendance at Board presentations, legal fees, filing fees, miscellaneous printing, courier and express mail charges, etc.

Billing Cycle

The above fees will be billed on a monthly basis.

(a) Waived for the first 12 months on any new funds up to a maximum of four funds in any calendar year. This fee is waived for any fund undergoing an incubation exercise.

Other

The Bank of New York agrees to rebate the following amount against fees due for accounting and custody services as follows:

First 12 months @ $29,166.67 per month Next 12 months @ $20,833.33 per month Next 12 months @ $12,500.00 per month

These fees are guaranteed for a period of three years from the date of the Contract.

Agreed to and accepted by:

John Hancock Funds listed on Schedule II         The Bank of New York

Name :                                           Name:

Title:                                           Title:
Date:                                            Date:

EXHIBIT 99(k)(1)

[MELLON LOGO]

SERVICE AGREEMENT

FOR

TRANSFER AGENT SERVICES

TO

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

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

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

2. Term and Termination of Agreement.

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

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

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

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

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

4. Representations and Warranties of Mellon and Client.

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

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

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

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

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

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

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

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

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

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

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

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

6. Scope of Agency.

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

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

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

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

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

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

7. Indemnification.

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

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

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

8. Limitation of Liability.

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

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

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

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

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

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

If to a Client:                             with an additional copy to:

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

                                       5

If to Mellon:                                       with an additional copy to:

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

13. Submission to Jurisdiction; Foreign Law.

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

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

14. Miscellaneous.

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

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

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

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

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

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

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

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

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

15. Confidentiality.

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

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

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

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

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

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

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

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

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

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

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

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

MELLON INVESTOR SERVICES LLC

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

[MELLON LOGO] Exhibit A

STOCK SUBJECT TO THE AGREEMENT

                                                              Common Shares
                                                         Number of Authorized &
                  Client Name                                issued Shares
-------------------------------------------------------------------------------
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I                  14,979,601

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

JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND                   7,257,200

JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND                      8,334,700

JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST                     9,885,027

JOHN HANCOCK INVESTORS TRUST                                   7,978,242

JOHN HANCOCK INCOME SECURITIES TRUST                          10,898,374

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND                 84,400,000

[MELLON LOGO] Exhibit B

SERVICES TO BE PROVIDED

Account Maintenance Functions

- Opening new accounts

- Posting debits and credits

- Maintaining certificate history

- Placing and releasing stop transfer notations

- Consolidating accounts

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

- Processing address changes

- Responding to shareholder correspondence

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

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

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

- Closing (purging) inactive accounts that meet selective criteria

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

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

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

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

Security Issuance Functions

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

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

- Maintaining and securing unissued certificate inventory and supporting documents

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

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

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

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

- Place and remove stop orders on Shares

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

- Issuing and registering new securities

- Recording canceled and issued securities

- Canceling surrendered certificates

- Delivering completed transfers

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

- Preparing daily transfer or management summary journals

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

Proxy and Annual Meeting Functions

- Assisting in annual meeting planning

- Processing and mailing proxy material and Annual Report

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

- Identifying shareholders who will attend the Annual Meeting

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

- Supporting efforts of any proxy solicitor

- Preparing certified list of record date holders

- Preparing report of final vote

- Providing remote access to proxy tabulation system

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

- Processing omnibus proxies for respondent banks

Cash Dividend Disbursement Functions (If Applicable)

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

- Preparing and mailing checks

- Reconciling checks

- Preparing payment register in list form

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

- Filing federal tax information returns

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

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

- Maintaining stop payment files and issuing replacement checks

- Maintaining separate dividend addresses

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

Escheatment Services

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

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

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

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

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

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

- Reporting and remitting to each state when and as required

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

- Executing SEC mandated lost shareholder database searches

Quality Standards

- Establish mutually agreed upon set of service performance standards.

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

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

- ACH, Direct Deposit Services

- Bank/Broker Distributions

- Confidential Proxy Voting

- Corporate Stock Buy-Backs

- Custodial Services

- Direct Purchase & Dividend Reinvestment Services

- Direct Registration System/Profile Services

- Dividends - special cash dividends

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

- Electronic distribution of material

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

- Employee Stock Option Plan administration

- Employee Stock Purchase Plan Administration

- Escrow Services

- Exchanges or Tender Offers

- Foreign Tax Re-claim

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

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

- Mailing Quarterly or Periodic Reports

- Maintaining Mail Lists

- Odd-Lot Programs

- Proxy Solicitation

- Secondary Offerings or Closings

- Special Meetings

- Standby Rights Agency

- Stock Splits and Stock Dividends

- StockWatch (beneficial owner identification)

- Subscription Agent Services

- Survey Tabulation

- Warrant Agency

[MELLON LOGO] Exhibit C

DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO MELLON

UPON EXECUTION OF THIS AGREEMENT

Client shall provide Mellon with the following:

1. An adequate supply of Share certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

8. A completed Internal Revenue Service Form 2678.

NOTIFICATION OF CHANGES

Client shall promptly notify Mellon of the following:

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

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

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

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

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

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

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

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

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

[MELLON LOGO] Exhibit D

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO] Exhibit D

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-5

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                          JOHN HANCOCK INVESTORS TRUST

Initial Term of Agreement: Two (2) Years

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-8

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                    JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND

Initial Term of Agreement: Two (2) Years

Annual Administrative Fee:                                           $  12,000
Annual Dividend Reinvestment Administrative Fee:                     $  10,000
Annual Fee Per Active Shareholder Account:                           $    2.50
Annual Fee Per Inactive Shareholder Account:                         $    1.00
Annual Fee Per Dividend Reinvestment Account:                        $    4.00

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-11

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND

Initial Term of Agreement: Two (2) Years

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-14

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I

Initial Term of Agreement: Two (2) Years

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-17

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                  JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

Initial Term of Agreement: Two (2) Years

Annual Administrative Fee:                                           $  15,000
Annual Dividend Reinvestment Administrative Fee:                     $  10,000
Annual Fee Per Active Shareholder Account:                           $    2.50
Annual Fee Per Inactive Shareholder Account:                         $    1.00
Annual Fee Per Dividend Reinvestment Account:                        $    4.00

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement

- PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-20

[MELLON LOGO]                                                          Exhibit D

                                  FEE SCHEDULE
                                       TO
                   JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST

Initial Term of Agreement: Two (2) Years

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

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

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

[MELLON LOGO] Exhibit D

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

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

For the purposes of this agreement the following definitions apply:

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

- Purchasing or selling shares

- Duplicate 1099 requests

- Updating or changing consent to electronic delivery

- Forms or document requests

- Taxpayer certification

- Certificate issuance

- Update dividend reinvestment selection

- Duplicate book entry statement - PIN change

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

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

[MELLON LOGO]                                                          Exhibit D

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

                                      D-23

[MELLON LOGO]                                                          Exhibit D

LISTS

     Per name listed                                                       $0.05

LABELS

     Per label printed                                                     $0.05

ANALYSES

     Per name passed on data base                                          $0.02

     Per name listed in report                                             $0.05

(Minimum charge for each of the above services will be $250.)

[MELLON LOGO] Exhibit D

MAILING SERVICES

ADDRESSING

     Addressing mailing medium (per name)                                        $0.05

AFFIXING

     Affixing labels (per label)                                                 $0.04

INSERTING

     Inserting Enclosures (Machine)

         1st Enclosure (per piece)                                               $0.05

         2nd Enclosure (per piece)                                               $0.04

         Each Enclosure thereafter (per piece)                                   $0.03

     Inserting Enclosures (Manual)

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

(Minimum charge for any mailing will be $500.)

[MELLON LOGO] Exhibit D

EXPENSES AND OTHER CHARGES (Applicable to all Clients)

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

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

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

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

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

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

[MELLON LOGO] Exhibit D

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

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

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

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

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

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

EXHIBIT 99(k)(2)

As of January 1, 1996

ACCOUNTING & LEGAL SERVICES AGREEMENT

John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Dear Sir:

The John Hancock Funds listed on Schedule A (the "Funds") have selected John Hancock Advisers, Inc. (the "Administrator") to provide certain accounting and legal services for the Funds, as more fully set forth below, and you are willing to provide such services under the terms and conditions hereinafter set forth. Accordingly, the Funds agree with you as follows:

1. Services. Subject to the general supervision of the Board of Trustees/Directors of the Funds, you will provide certain tax, accounting and legal services (the "Services") to the Funds. You will, to the extent such services are not required to be performed by you pursuant to an investment advisory agreement, provide:

(A) such tax, accounting, recordkeeping and financial management services and functions as are reasonably necessary for the operation of each Fund. Such services shall include, but shall not be limited to, supervision, review and/or preparation and maintenance of the following books, records and other documents:
(1) journals containing daily itemized records of all purchases and sales, and receipts and deliveries of securities and all receipts and disbursements of cash and all other debits and credits, in the form required by Rule 31a-1(b) (1) under the Act;
(2) general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, in the form required by Rules 31a-1(b) (2) (i)-(iii) under the Act; (3) a securities record or ledger reflecting separately for each portfolio security as of trade date all "long" and "short" positions carried by each Fund for the account of the Funds, if any, and showing the location of all securities long and the off-setting position to all securities short, in the form required by Rule 31a-1(b) (3) under the Act; (4) a record of all portfolio purchases or sales, in the form required by Rule 31a-1(b) (6) under the Act; (5) a record of all puts, calls, spreads, straddles and all other options, if any, in which any Fund has any direct or indirect interest or which the Funds have granted or guaranteed, in the form required by Rule 31a-1(b) (7) under the Act; (6) a record of the proof of money balances in all ledger accounts maintained pursuant to this Agreement, in the form required by Rule 31a-1(b) (8) under the Act; (7) price make-up sheets and such records as are necessary to reflect the determination of each Funds' net asset value; and (8) arrange for, or participate in (a) the preparation for the Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the preparation of financial data or reports required by the Securities and Exchange Commission and other regulatory authorities;

(B) certain legal services as are reasonably necessary for the operation of each Funds. Such services shall include, but shall not be limited to; (1) maintenance of each Fund's registration statement and federal and state registrations; (2) preparation of certain notices and proxy materials furnished to shareholders of the Funds; (3) preparation of periodic reports of each Fund to regulatory authorities, including Form N-SAR and Rule 24f-2 legal opinions; (4) preparation of materials in connection with meetings of the Board of Trustees/Directors of the Funds; (5) preparation of written contracts, distribution plans, compliance procedures, corporate and trust documents and other legal documents; (6) research advice and consultation about certain legal, regulatory and compliance issues, (7) supervision, coordination and evaluation of certain services provided by outside counsel.

(C) provide the Funds with staff and personnel to perform such accounting, bookkeeping and legal services as are reasonably necessary to effectively service the Fund. Without limiting the generality of the foregoing, such staff and personnel shall be deemed to include officers of the Administrator, and persons employed or otherwise retained by the Administrator to provide or assist in providing of the services to the Fund.

(D) maintain all books and records relating to the foregoing services; and

(E) provide the Funds with all office facilities to perform tax, accounting and legal services under this Agreement.

2. Compensation of the Administrator The Funds shall reimburse the Administrator for: (1) a portion of the compensation, including all benefits, of officers and employees of the Administrator based upon the amount of time that such persons actually spend in providing or assisting in providing the Services to the Funds (including necessary supervision and review); and (2) such other direct and indirect expenses, including, but not limited to, those listed in paragraph (1) above, incurred on behalf of the Fund that are associated with the providing of the Services and (3) 10% of the reimbursement amount. In no event, however, shall such reimbursement exceed levels that are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality. Compensation under this Agreement shall be calculated and paid monthly in a arrears.

3. No Partnership or Joint Venture. The Funds and you are not partners of or joint ventures with each other and nothing herein shall be construed so as to make you such partners or joint venturers or impose any liability as such on any of you.

4. Limitation of Liability of the Administrator. You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. Any person, even though also employed by you, who may be or become an employee of and paid by the Funds shall be deemed, when acting within the scope of his or her employment by the Funds, to be acting in such employment solely for the Funds and not as your employee or agent.

5. Duration and Termination of this Agreement. This Agreement shall remain in force until the second anniversary of the date upon which this Agreement was executed by the parties hereto, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by a majority of the Trustees/Directors. This Agreement may, on 60 days' written notice, be terminated at any time without the payment of any penalty by the Funds by vote of a majority of the Trustees/Directors, or by you. This Agreement shall automatically terminate in the event of its assignment.

6. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver or termination is sought.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to the choice of law provisions thereof.

8. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A copy of the Declaration of Trust of each Fund organized as Massachusetts business trusts is on file with the Secretary of State of the Commonwealth of Massachusetts. The obligations of each such Fund are not personally binding upon, nor shall resort be had to the private property of, any of the Trustees, shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound.

Yours very truly,

JOHN HANCOCK FUNDS (See Schedule A)

By:  /s/James B. Little
     ---------------------------------
     James B. Little
     Senior Vice President

The foregoing contract
is hereby agreed to as
of the date hereof.

JOHN HANCOCK ADVISERS, INC.

By:  /s/Anne C. Hodsdon
     ----------------------------
     Anne C. Hodsdon
     President

ACCOUNTING & LEGAL SERVICES AGREEMENT

SCHEDULE A

as of June 19, 2003

John Hancock Capital Series
- John Hancock Core Equity Fund
- John Hancock Classic Value Fund
- John Hancock U.S. Global Leaders Growth Fund John Hancock Income Securities Trust John Hancock Investors Trust John Hancock Sovereign Bond Fund
- John Hancock Bond Fund John Hancock Strategic Series
- John Hancock Strategic Income Fund
- John Hancock High Income Fund John Hancock Tax-Exempt Series Fund
- John Hancock Massachusetts Tax-Free Income Fund
- John Hancock New York Tax-Free Income Fund John Hancock World Fund
- John Hancock Pacific Basin Equities Fund
- John Hancock Health Sciences Fund
- John Hancock Biotechnology Fund
- John Hancock International Small Cap Growth Fund John Hancock Series Trust
- John Hancock Small Cap Growth Fund
- John Hancock Multi Cap Growth Fund
- John Hancock 500 Index Fund
- John Hancock Real Estate Fund
- John Hancock Focused Equity Fund John Hancock Institutional Series Trust
- John Hancock Dividend Performers Fund
- John Hancock Focused Small Cap Growth Fund
- John Hancock Independence Diversified Core Equity Fund II John Hancock Bond Trust
- John Hancock Government Income Fund
- John Hancock High Yield Bond Fund
- John Hancock Investment Grade Bond Fund John Hancock California Tax-Free Income Fund John Hancock Current Interest
- John Hancock Money Market Fund
- John Hancock U.S. Government Cash Reserve John Hancock Investment Trust
- John Hancock Large Cap Equity Fund
- John Hancock Sovereign Investors Fund
- John Hancock Balanced Fund
- John Hancock Fundamental Value Fund
- John Hancock Strategic Growth Fund

John Hancock Tax-Free Bond Trust
- John Hancock Tax-Free Bond Fund
- John Hancock High Yield Municipal Bond Fund John Hancock Investment Trust II
- John Hancock Financial Industries Fund
- John Hancock Regional Bank Fund
- John Hancock Small Cap Equity Fund John Hancock Investment Trust III
- John Hancock Global Fund
- John Hancock Large Cap Growth Fund
- John Hancock International Fund
- John Hancock Mid Cap Growth Fund John Hancock Equity Trust
- John Hancock Growth Trends Fund
- John Hancock Large Cap Spectrum Fund John Hancock Preferred Income Fund John Hancock Preferred Income Fund II John Hancock Preferred Income Fund III

EXHIBIT 99(k)(3)

JOHN HANCOCK INVESTORS TRUST

AUCTION AGENCY AGREEMENT

dated as of November 4, 2003

Relating to

Auction Preferred Shares

Series A and Series B

of

JOHN HANCOCK INVESTORS TRUST

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Auction Agent

AUCTION AGENCY AGREEMENT

This Auction Agency Agreement (this "Agreement"), dated as of November 4, 2003, is by and between John Hancock Investors Trust, a Massachusetts business trust (the "Trust") and Deutsche Bank Trust Company Americas, a New York banking corporation.

The Trust proposes to issue an aggregate of 3,440 preferred shares, no par value per share, liquidation preference $25,000 per share, designated as Auction Preferred Shares, Series A and Auction Preferred Shares, Series B (collectively, the "Auction Preferred Shares" or "APS"), pursuant to the Amended By-Laws of the Trust (as defined below).

The Trust desires that Deutsche Bank Trust Company Americas perform certain duties as agent in connection with each Auction (as defined below) (in such capacity, the "Auction Agent"), and as the transfer agent, registrar, dividend paying agent and redemption agent with respect to the APS (in such capacity, the "Paying Agent"), upon the terms and conditions of this Agreement, and the Trust hereby appoints Deutsche Bank Trust Company Americas as said Auction Agent.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Trust and the Auction Agent agree as follows:

1. Definitions and Rules of Construction.

1.1 Terms Defined By Reference to the Amended By-Laws.

Capitalized terms not defined herein shall have the respective meanings specified in the Amended By-Laws.

1.2 Terms Defined Herein.

As used herein and in the Settlement Procedures, the following terms shall have the following meanings, unless the context otherwise requires:

(a) "Agent Member" of any Person shall mean the member of, or participant in, the Securities Depository that will act on behalf of a Bidder.

(b) "Agreement" shall mean the Auction Agency Agreement relating to one or more series of APS.

(c) "APS" shall mean the preferred shares, Series A and Series B, no par value per share, of the Trust designated as its "Auction Preferred Shares" and bearing such further designation as to series as the Board of Trustees of the Trust or any committee thereof shall specify.

(d) "Auction" shall have the meaning specified in Section 2.1 hereof.

(e) "Auction Procedures" shall mean the auction procedures constituting Section 8.9 of the Amended By-Laws.

(f) "Authorized Officer" of the Auction Agent shall mean each Vice President, Assistant Vice President, and Associate of the Auction Agent assigned to its Corporate Trust and Agency Group and every other officer or employee of the Auction Agent designated as an "Authorized Officer" for purposes hereof in a communication to the Trust.

(g) "Broker-Dealer Agreement" shall mean each agreement between the Auction Agent and a Broker-Dealer substantially in the form attached hereto as Exhibit A.

(h) "Amended By-Laws" shall mean the By-Laws of the Trust, as the same may be amended, supplemented or modified from time to time.

(i) "Settlement Procedures" shall mean the Settlement Procedures attached hereto as Exhibit B.

(j) "Trust Officer" shall mean the Chairman, the President, each Vice President (whether or not designated by a number or word or words added before or after the title "Vice President"), the Secretary, the Treasurer, each Assistant Vice President, each Assistant Secretary and each Assistant Treasurer of the Trust and every other officer or employee of the Trust designated as a "Trust Officer" for purposes hereof in a notice to the Auction Agent.

1.3 Rules of Construction.

Unless the context or use indicates another or different meaning or intent, the following rules shall apply to the construction of the Agreement:

(a) words importing the singular number shall include the plural number and vice versa.

(b) the captions and headings herein are solely for convenience of reference and shall not constitute a part of the Agreement nor shall they affect its meaning, construction or effect.

(c) the words "hereof," "herein," "hereto" and other words of similar import refer to the Agreement as a whole.

(d) all references herein to a particular time of day shall be to New York City time.

2. The Auction.

2.1 Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures.

(a) The Board of Trustees of the Trust has adopted a resolution appointing Deutsche Bank Trust Company Americas as Auction Agent for purposes of the Auction Procedures. The Auction Agent hereby accepts such appointment and agrees that, on each Auction Date for a series of APS, it shall follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for any Subsequent Rate Period of any series of APS for which the Applicable Rate is to be determined by such auction. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth herein.

2.2 Preparation for Each Auction; Maintenance of Registry of Beneficial Owners.

(a) Not later than seven days prior to the first Auction Date for the first series of APS subject to an Auction, the Trust shall provide the Auction Agent with a list of the Broker-Dealers. Not later than seven days prior to any Auction Date for any series of APS for which any change in such list of Broker-Dealers is to be effective, the Trust will notify the Auction Agent in writing of such change and, if any such change involves the addition of a Broker-Dealer to such list, shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker-Dealer; provided, however, that if the Trust proposes to designate any Special Rate Period of any series of APS pursuant to Section 8.4(c) of the Amended By-Laws, not later than 11:00 A.M. on the Business Day immediately preceding the Auction immediately preceding the first day of such Rate Period (or by such later time or date, or both, as may be agreed to by the Auction Agent), the Trust shall provide the Auction Agent with a list of the Broker-Dealers for such series and a manually signed copy of each Broker-Dealer Agreement or a new Schedule A to a Broker-Dealer Agreement (which Schedule A shall replace and supersede any previous Schedule A to such Broker-Dealer Agreement) with each Broker-Dealer for such series. The Auction Agent shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction.

(b) In the event that any Auction Date for any series of APS shall be changed after the Auction Agent shall have given the notice referred to in paragraph (a) of the Settlement Procedures, or after the notice referred to in Section 2.3 hereof, if applicable, the Auction Agent, by such means as the Auction Agent deems practicable, shall give notice of such change to the Broker-Dealers for such series not later than the earlier of either 9:15 A.M. on the new Auction Date or 9:15 A.M. on the old Auction Date.

(c) (i) The Auction Agent shall maintain a registry of the beneficial owners of the APS of each series who shall constitute Existing Holders of APS of such series for purposes of Auctions. The Auction Agent shall indicate thereon the identity of the respective Broker-Dealer of each Existing Holder on whose behalf such Broker-Dealer submitted the most recent Order in any Auction which resulted in such Existing Holder continuing to hold or purchasing APS of such series. The Auction Agent shall keep such registry current and accurate based on the information provided to it from time to time by the Broker-Dealer. The Trust shall provide or cause to be provided to the Auction Agent at or prior to the Date of Original Issue of the APS of each series a list of the initial Existing Holders of the shares of each

such series of APS, the number of shares purchased by each such Existing Holder and the respective Broker-Dealer of each such Existing Holder or the affiliate thereof through which each such Existing Holder purchased such shares. The Auction Agent may rely upon, as conclusive evidence of the identities of the Existing Holders of APS of any series, (A) such list, (B) the results of Auctions, (C) notices from any Broker-Dealer as described in the first sentence of Section 2.2(c)(iii) hereof and (D) the results of any procedures approved by the Trust that have been devised for the purpose of determining the identities of Existing Holders in situations where APS may have been transferred without complying with any restrictions on the transfer thereof as set forth in the Auction Procedures.

(ii) In the event of any partial redemption of any series of APS, the Auction Agent shall, at least two Business Days prior to the next Auction for such series, request each Broker-Dealer to provide the Auction Agent with a list of Persons who such Broker-Dealer believes are Existing Holders after giving effect to such redemption based upon inquiries of the Persons reflected in such Broker-Dealer's records as Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of APS of such series such Broker-Dealer believes are owned by such Person after giving effect to such redemption. In the absence of receiving any such information from any Broker-Dealer, the Auction Agent may continue to treat the Persons listed in its registry of Existing Holders as the beneficial owner of the number of APS of such series shown in such registry.

(iii) The Auction Agent shall be required to register a transfer of APS of any series from an Existing Holder of such APS only if such transfer is to another Existing Holder, or other Person if permitted by the Trust, and only if such transfer is made (A) pursuant to an Auction, or (B) the Auction Agent has been notified in writing (I) in a notice substantially in the form of Exhibit B to the Broker-Dealer Agreements by a Broker-Dealer of such transfer or (II) in a notice substantially in the form of Exhibit C to the Broker-Dealer Agreements by the Broker-Dealer of any Existing Holder, or other Person if permitted by the Trust, that purchased or sold such APS in an Auction of the failure of such APS to be transferred as a result of such Auction. The Auction Agent is not required to accept any notice described in clause (B) of the preceding sentence for an Auction unless the Auction Agent receives it by 3:30 P.M. on the Business Day preceding such Auction.

(d) The Auction Agent may, but shall have no obligation to, request the Broker-Dealers, as set forth in the Broker-Dealer Agreements, to provide the Auction Agent with a list of Persons who such Broker-Dealer believes are Existing Holders based upon inquiries of those Persons such Broker-Dealer's records indicate are Beneficial Owners as a result of the most recent Auction and with respect to each such Person, the number of shares of such series of APS such Broker-Dealer believes to be owned by such Person. The Auction Agent shall keep confidential such registry of Existing Holders and shall not disclose the identities of the Existing Holders of such APS to any Person other than the Trust and the Broker-Dealer that provided such information; provided, however, that the Auction Agent reserves the right and is authorized to disclose any such information if (A) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (B) it is advised by its counsel that its failure to do so would be unlawful or (C) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it.

2.3 Auction Schedule.

The Auction Agent shall conduct Auctions in accordance with the schedule set forth below. Such schedule may be changed by the Auction Agent with the consent of the Trust, which consent shall not be unreasonably withheld. The Auction Agent shall give written notice of any such change to each Broker-Dealer. Such notice shall be given prior to the close of business on the Business Day immediately preceding the first Auction Date on which any such change shall be effective.

        TIME                                      EVENT
        ----                                      -----
By 9:30 A.M.                 Auction Agent advises the Trust and Broker-Dealers
                             of the applicable Maximum Applicable Rate and the
                             "AA" Financial Composite Commercial Paper Rate used
                             in determining such Maximum Applicable Rate as set
                             forth in Section 2.7 hereof.

9:30 A.M. - 1:30 P.M.        Auction Agent assembles information communicated to
                             it by Broker-Dealers as provided in Section 8.9(b)
                             of the Auction Procedures. Submission Deadline is
                             1:30 P.M.

Not earlier than 1:30 P.M.   Auction Agent makes determinations pursuant to
                             Section 8.9(c) of the Auction Procedures.

By approximately 3:30 P.M.   Auction Agent advises Trust of results of Auction
                             as provided in Section 8.9(c) of the Auction
                             Procedures.

                             Submitted Bids and Submitted Sell Orders are
                             accepted and rejected and APS allocated as provided
                             in Section 8.9(d) of the Auction Procedures.
                             Auction Agent gives notice of Auction results as
                             set forth Section 2.4 hereof.

The Auction Agent shall follow the notification procedures set forth in paragraph (a) of the Settlement Procedures.

2.4 Notice of Auction Results.

The Auction Agent will advise each Broker-Dealer who submitted a Bid or Sell Order in an Auction whether such Bid or Sell Order was accepted or rejected in whole or in part and of the Applicable Rate for the next Dividend Period for the related APS by telephone or through the Auction Agent's auction processing system as set forth in paragraph (a) of the Settlement Procedures.

2.5 Broker-Dealers.

(a) Not later than 12:00 Noon on each Auction Date for any series of APS, the Trust shall pay to the Auction Agent an amount in cash equal to the aggregate fees payable to the Broker-Dealers for such series pursuant to
Section 3.5 of the Broker-Dealer Agreements for such series. The Auction Agent shall apply such moneys as set forth in Section 3.5 of each such Broker-Dealer Agreement.

(b) The Trust shall notify the Auction Agent in writing prior to selecting any Person to act as a Broker-Dealer.

(c) The Auction Agent shall terminate any Broker-Dealer Agreement as set forth therein if so directed by the Trust, provided that at least one Broker-Dealer Agreement would be in effect for each series of APS after such termination.

(d) Subject to the Auction Agent's having received notice of the selection of the relevant Broker-Dealer pursuant to Section 2.5(b) hereof, the Auction Agent shall from time to time enter into such Broker-Dealer Agreements with one or more Broker-Dealers as the Trust shall request, and shall enter into such schedules to any such Broker-Dealer Agreements as the Trust shall request, which schedules, among other things, shall set forth the series of APS to which such Broker-Dealer Agreement relates.

2.6 Special Rate Periods.

The provisions contained in Section 8.4(c) of the Amended By-Laws concerning Special Rate Periods and the notification of a Special Rate Period will be followed by the Trust and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

2.7 Determination of Maximum Applicable Rate.

(a) (i) On each Auction Date, the Auction Agent shall determine the Maximum Applicable Rate. If any "AA" Financial Composite Commercial Paper Rate is not quoted on an interest equivalent basis, the Auction Agent shall convert the quoted rate to the interest equivalent thereof as set forth in the definition of such rate in the Amended By-Laws if the rate obtained by the Auction Agent is quoted on a discount basis, or if such rate is quoted on a basis other than an interest equivalent or discount basis the Auction Agent shall convert the quoted rate to an interest equivalent rate after consultation with the Trust as to the method of such conversion.

(ii) If any "AA" Financial Composite Commercial Paper Rate is to be based on rates supplied by Commercial Paper Dealers and one or more of the Commercial Paper Dealers shall not provide a quotation for the determination of such "AA" Financial Composite Commercial Paper Rate, the Auction Agent shall immediately notify the Trust so that the Trust can determine whether to select a substitute Commercial Paper Dealer or substitute Commercial Paper Dealers to provide the quotation or quotations not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers. The Trust shall promptly advise the Auction Agent of any such selection.

2.8 Ownership of Shares of APS.

The Trust shall notify the Auction Agent if the Trust or any affiliate of the Trust acquires any APS of any series. Neither the Trust nor any affiliate of the Trust shall submit any Order in any Auction for APS, except as set forth in the next sentence. Any Broker-Dealer that is an affiliate of the Trust may submit Orders in Auctions, but only if such Orders are not for its own account. For purposes of this Section 2.8, a Broker-Dealer shall not be deemed to be an affiliate of the Trust solely because one or more of the directors or executive officers of such Broker-Dealer or of any Person controlled by, in control of or under common control with such Broker-Dealer is also a director of the Trust. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 2.8.

2.9 Access to and Maintenance of Auction Records.

The Auction Agent shall afford to the Trust, its agents, independent public accountants and counsel and the Broker-Dealers, access at reasonable times during normal business hours to review and make extracts or copies of all books, records, documents and other information concerning the conduct and results of Auctions (at no cost to the Auction Agent), provided that any such agent, accountant, counsel or Broker-Dealer shall furnish the Auction Agent with a letter from the Trust requesting that the Auction Agent afford such person access. The Auction Agent shall maintain records relating to any Auction for a period of two years after such Auction, and such records shall, in reasonable detail, accurately and fairly reflect the actions taken by the Auction Agent hereunder.

3. The Auction Agent as Dividend and Redemption Price Disbursing Agent.

The Auction Agent, as dividend and redemption price disbursing agent, shall pay to the Holders of APS of any series (i) on each Dividend Payment Date for such series, dividends on the APS of such series, (ii) on any date fixed for redemption of APS of any series, the Redemption Price of any shares of such series called for redemption and (iii) any Late Charge related to any payment of dividends or Redemption Price, in each case after receipt of the necessary funds from the Trust with which to pay such dividends, Redemption Price or Late Charge. The amount of dividends for any Rate Period for any series of APS to be paid by the Auction Agent to the Holders of such shares of such series will be determined by the Trust as set forth in Sections 8.4 and 8.9 of the Amended By-Laws with respect to such series. The Redemption Price of any shares to be paid by the Auction Agent to the Holders will be determined by the Trust as set forth in Sections 8.4, 8.6 and 8.9 of the Amended By-Laws with respect to such series. The Trust shall notify the Auction Agent in writing of a decision to redeem shares of any series of APS at least five days prior to the date a notice of redemption is required to be mailed to the Holders of the shares to be redeemed by Section 8.6 of the Amended By-Laws. Such notice by the Trust to the Auction Agent shall contain the information required by paragraph (c) of Section 8.6 of the Amended By-Laws to be stated in the notice of redemption required to be mailed by the Trust to such Holders.

4. The Auction Agent as Transfer Agent and Registrar.

4.1 Issue of Stock or Shares Certificates.

Upon the Date of Original Issue of each series of APS, one or more certificates representing all of the shares of such series issued on such date shall be issued by the Trust and, at the request of the Trust, registered in the name of Cede & Co. and countersigned by the Auction Agent.

4.2 Registration of Transfer of Shares.

Shares of each series of APS may be registered solely in the name of the Securities Depository or its nominee.

4.3 Removal of Legend on Restricted Shares.

All requests for removal of legends on APS of any series indicating restrictions on transfer shall be accompanied by an opinion of counsel stating that such legends may be removed and such shares freely transferred, such opinion to be delivered under cover of a letter from a Trust Officer authorizing the Auction Agent to remove the legend on the basis of said opinion.

4.4 Lost Stock or Share Certificates.

The Auction Agent shall issue and register replacement certificates for certificates represented to have been lost, stolen or destroyed upon the fulfillment of such requirements as shall be deemed appropriate by the Trust and the Auction Agent, subject at all times to provisions of law, the Declaration of Trust and Amended By-Laws governing such matters and resolutions adopted by the Trust with respect to lost securities. The Auction Agent may issue new certificates in exchange for and upon the cancellation of mutilated certificates. Any request by the Trust to the Auction Agent to issue a replacement or new certificate pursuant to this Section 4.4 shall be deemed to be a representation and warranty by the Trust to the Auction Agent that such issuance will comply with such provisions of law and the Amended By-Laws and resolutions of the Trust.

4.5 Disposition of Cancelled Certificates; Record Retention.

The Auction Agent shall retain all stock or share certificates which have been cancelled in transfer or exchange and all accompanying documentation in accordance with applicable rules and regulations of the Securities and Exchange Commission for two calendar years. The Trust shall also undertake to furnish to the Securities and Exchange Commission and to the Board of Governors of the Federal Reserve System, upon demand, at either the principal office or at any regional office, complete, correct and current hard copies of any and all such records.

4.6 Stock or Record Books.

For so long as the Auction Agent is acting as the transfer agent for any series of APS pursuant to the Agreement, it shall maintain a stock or record book containing a list of the Holders of the APS of each such series. In case of any request or demand for the inspection of the stock or record books of the Trust or any other books in the possession of the Auction Agent, the Auction Agent will notify the Trust and secure instructions as to permitting or refusing such inspection. The Auction Agent reserves the right, however, to exhibit the stock or record books or other books to any Person if (a) it is ordered to do so by a court of competent jurisdiction or a regulatory body, judicial or quasi-judicial agency or authority having the authority to compel such disclosure, (b) it is advised by its counsel that its failure to do so would be unlawful or (c) failure to do so would expose the Auction Agent to loss, liability, claim, damage or expense for which it has not received indemnity or security satisfactory to it.

4.7 Return of Funds.

Any funds deposited with the Auction Agent hereunder by the Trust for any reason, including but not limited to redemption of APS of any series, that remain unpaid after sixty days shall be repaid to the Trust upon the written request of the Trust.

5. Representations and Warranties.

5.1 Representations and Warranties of the Trust.

The Trust represents and warrants to the Auction Agent that:

(a) the Trust is a duly organized and existing business trust in good standing under the laws of the State of its organization and has full trust power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the APS of each series, and the APS of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;

(b) the Agreement has been duly and validly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust;

(c) the form of the certificate evidencing the APS of each series complies or will comply with all applicable laws of the State of its organization;

(d) when issued, the APS of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of APS of each series;

(e) the execution and delivery of the Agreement and the issuance and delivery of the APS of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Declaration or the Amended By-Laws of the Trust, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Trust is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Trust or the Trust and its subsidiaries taken as a whole; and

(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the APS of any series.

5.2 Representations and Warranties of the Auction Agent.

The Auction Agent represents and warrants to the Trust that:

(a) the Auction Agent is duly organized and is validly existing as a banking corporation in good standing under the laws of New York and has the corporate power to enter into and perform its obligations under this Agreement; and

(b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles.

6. The Auction Agent.

6.1 Duties and Responsibilities.

(a) The Auction Agent is acting solely as agent for the Trust hereunder and owes no fiduciary duties to any Person, other than the Trust, by reason of the Agreement.

(b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in the Agreement, and no implied covenants or obligations shall be read into the Agreement against the Auction Agent.

(c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties under the Agreement. The Auction Agent shall not be liable for any error of

judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining the pertinent facts.

6.2 Rights of the Auction Agent.

(a) The Auction Agent may conclusively rely and shall be protected in acting or refraining from acting upon any communication authorized hereby and upon any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed in good faith by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized hereby which the Auction Agent believes in good faith to have been given by the Trust or by a Broker-Dealer. The Auction Agent may record telephone communications with the Trust or with the Broker-Dealers or both.

(b) The Auction Agent may consult with counsel of its choice and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

(d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it with due care hereunder.

(e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

6.3 Compensation, Expenses and Indemnification.

(a) The Trust shall pay the Auction Agent an annual fee as compensation for all services rendered by it under the Agreement and the Broker-Dealer Agreements as the Trust and the Auction Agent have agreed to from time to time.

(b) The Trust shall reimburse the Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of the Agreement and the Broker-Dealer Agreements (including the compensation and the reasonable expenses and disbursements of its agents (unless such agent is providing a service for which the Auction Agent is already being compensated by the Trust) and counsel), except any expense or disbursement attributable to its negligence or bad faith. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(c) The Trust shall indemnify the Auction Agent for and hold it harmless against any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with its agency under the Agreement and the Broker-Dealer Agreements, including the costs and expenses of defending itself against any such claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder.

6.4 Auction Agent's Disclaimer.

The Auction Agent makes no representation as to the validity or adequacy of the Agreement, the Broker-Dealer Agreements or the APS of any series except that the Auction Agent hereby represents that the Agreement has been duly authorized, executed and delivered by the Auction Agent and constitutes a legal and binding obligation of the Auction Agent.

7. Miscellaneous.

7.1 Term of Agreement.

(a) The term of the Agreement is unlimited unless it shall be terminated as provided in this Section 7.1. The Trust may terminate the Agreement at any time by so notifying the Auction Agent, provided that the Trust has entered into an agreement in substantially the form of the Agreement with a successor Auction Agent. The Auction Agent may terminate the Agreement upon written notice to the Trust on the date specified in such notice, which date shall be no earlier than 45 days after the date of delivery of such notice.

(b) Except as otherwise provided in this paragraph (b), the respective rights and duties of the Trust and the Auction Agent under the Agreement with respect to any series of APS shall cease upon termination of the Agreement with respect to such series. The Trust's representations, warranties, covenants and obligations to the Auction Agent under Sections 5 and 6.4 hereof shall survive the termination of the Agreement with respect to any series of APS. Upon termination of the Agreement with respect to any series of APS, the Auction Agent shall, at the Trust's request, promptly deliver to the Trust copies of all books and records maintained by it with respect to APS in connection with its duties hereunder and to any successor Auction Agent any funds then held by the Auction Agent for the benefit of the Holders of APS or the Trust.

7.2 Communications

Except for (i) communications authorized to be by telephone pursuant to the Agreement or the Auction Procedures and (ii) communications in connection with Auctions (other than those expressly required to be in writing), all notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

If to the Trust: John Hancock Investors Trust

                             Susan S. Newton
                             Senior Vice President, Secretary and Chief Legal
                             Officer
                             c/o John Hancock Advisers, LLC
                             101 Huntington Avenue
                             Boston MA 02199
                             Telecopier No.: (617) 375-1702
                             Telephone No.: (617) 375-1770

If to the Auction Agent:     Deutsche Bank Trust Company Americas
                             Corporate Trust & Agency Services
                             60 Wall Street
                             New York, NY 10005
                             Telecopier No.: (212) 797-8600
                             Telephone No.: (212) 250-6679

Each such notice, request or communication shall be effective when delivered at the address specified herein. Communications shall be given on behalf of the Trust by a Trust Officer and on behalf of the Auction Agent by telephone (confirmed by telecopy or in writing) by an Authorized Officer.

7.3 Entire Agreement.

The Agreement (including the Auction and Settlement Procedures incorporated herein) contains the entire agreement between the parties relating to, and superseding any prior agreement between the parties relating to, the subject matter hereof, and there are no other representations, endorsements, promises, agreements or understandings, oral, written or implied, between the parties relating to the subject matter hereof except for agreements relating to the compensation of the Auction Agent.

7.4 Benefits.

Nothing herein, express or implied, shall give to any Person, other than the Trust, the Auction Agent and their respective successors and assigns, any benefit of any legal or equitable right, remedy or claim hereunder.

7.5 Amendment; Waiver.

(a) The Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged.

(b) Failure of either party hereto to exercise any right or remedy hereunder in the event of a breach hereof by the other party shall not constitute a waiver of any such right or remedy with respect to any subsequent breach.

7.6 Successors and Assigns.

The Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of each of the Trust and the Auction Agent.

7.7 Severability.

If any clause, provision or section hereof shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof.

7.8 Disclosure of Information.

The Auction Agent agrees that it will not disclose or use any "non-public personal information" about the Trust's shareholders other than such uses or disclosures as are permitted by Regulation S-P under Section 504 of the Gramm-Leach Biley Act ("Regulation S-P"). "Nonpublic personal information" about a shareholder shall mean: (i) personally identifiable financial information;
(ii) any list, description, or other grouping of consumers that is derived from using any personally identifiable information that is not publicly available; and (iii) any other information that a customer or the transfer agent is prohibited from using or disclosing pursuant to Regulation S-P.

7.9 Governing Law.

The Agreement shall be governed by and construed in accordance with the laws of the State of New York.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Trust and the Auction Agent in accordance with its terms.

JOHN HANCOCK INVESTORS TRUST

By: ___________________________________________
Name: Susan S. Newton
Title: Senior Vice President, Secretary and
Chief Legal Officer

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: ___________________________________________
Name: Linda Reale
Title: Vice President

EXHIBIT A

FORM OF
BROKER-DEALER AGREEMENT

BROKER-DEALER AGREEMENT

between

DEUTSCHE BANK TRUST COMPANY AMERICAS

and

UBS SECURITIES LLC

Dated as of November 4, 2003

Relating to

AUCTION PREFERRED SHARES

Series A and Series B

of

JOHN HANCOCK INVESTORS TRUST

BROKER-DEALER AGREEMENT dated as of November 4, 2003, between DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the "Auction Agent") (not in its individual capacity, but solely as agent of John Hancock Investors Trust, a Massachusetts business trust (the "Trust"), pursuant to authority granted to it in the Auction Agency Agreement dated as of November 4, 2003, between the Trust and the Auction Agent (the "Auction Agency Agreement")) and UBS Securities LLC (together with its successors and assigns, "BD").

The Trust proposes to issue 1,720 preferred shares of beneficial interest, no par value, liquidation preference $25,000 per share, designated Series A Auction Preferred Shares and 1,720 preferred shares of beneficial interest, no par value, liquidation preference $25,000 per share, designated Series B Auction Preferred Shares (collectively, the "Auction Preferred Shares" or the "APS"), pursuant to the Trust's Amended By-laws (as defined below).

The Trust's Amended By-laws provide that the dividend rate on each series of APS for each Dividend Period therefore after the Initial Dividend Period shall be the Applicable Rate therefore, which in each case, in general shall be the rate per annum that a commercial bank, trust company or other financial institution appointed by the Company advises results from implementation of the Auction Procedures (as defined below). The Board of Trustees of the Trust has adopted a resolution appointing Deutsche Bank Trust Company Americas as Auction Agent for purposes of the Auction Procedures, and pursuant to the Auction Agency Agreement, the Trust has requested and directed the Auction Agent to execute and deliver this Agreement.

The Auction Procedures require the participation of one or more Broker-Dealers.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Auction Agent and BD agree as follows:

I. DEFINITIONS AND RULES OF CONSTRUCTION.

1.1. Terms Defined by Reference to the Amended By-laws.

Capitalized terms not defined herein shall have the respective meanings specified in the Amended By-laws of the Trust.

1.2. Terms Defined Herein. As used herein and in the Settlement Procedures (as defined below), the following terms shall have the following meanings, unless the context otherwise requires:

(a) "Amended By-laws" shall mean the By-laws of the Trust, as amended through the date hereof, establishing the powers, preferences and rights of the APS.

(b) "Auction" shall have the meaning specified in Section 3.1 hereof.

(c) "Auction Procedures" shall mean the Auction Procedures that are set forth in Section 8.9 of Article VIII of the Amended By-laws.

(d) "Authorized Officer" shall mean each Managing Director, Vice President, Assistant Vice President, Assistant Treasurer and Assistant Secretary of the Auction Agent and every other officer or employee of the Auction Agent designated as an "Authorized Officer" for purposes of this Agreement in a communication to BD.

(e) "BD Officer" shall mean each officer or employee of BD designated as a "BD Officer" for purposes of this Agreement in a communication to the Auction Agent.

(f) "Broker-Dealer Agreement" shall mean this Agreement and any substantially similar agreement between the Auction Agent and a Broker-Dealer.

(g) "Settlement Procedures" shall mean the Settlement Procedures attached hereto as Exhibit A.

1.3. Rules of Construction. Unless the context or use indicates another or different meaning or intent, the following rules shall apply to the construction of this Agreement:

(a) Words importing the singular number shall include the plural number and vice versa.

(b) The captions and headings herein are solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

(c) The words "hereof," "herein," "hereto," and other words of similar import refer to this Agreement as a whole.

(d) All references herein to a particular time of day shall be to New York City time.

II. NOTIFICATION OF DIVIDEND PERIOD.

2.1. The provisions contained in paragraph 8.4 of Article VIII of the Amended By-laws concerning the notification of a Special Dividend Period will be followed by the Auction Agent and BD, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

III. THE AUCTION.

3.1. Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures.

(a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for each series of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

(c) BD agrees to act as, and assumes the obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. BD understands that other Persons meeting the requirements specified in the definition of "Broker-Dealer" contained in Section 8.2 of Article VIII of the Amended By-laws may execute a Broker-Dealer Agreement and participate as Broker-Dealers in Auctions.

(d) BD and other Broker-Dealers may participate in Auctions for their own accounts. However, the Trust, by notice to BD and all other Broker Dealers, may prohibit all Broker-Dealers from submitting Bids in Auctions for their own accounts, provided that Broker-Dealers may continue to submit Hold Orders and Sell Orders.

3.2. Preparation for Each Auction.

(a) Not later than 9:30 A.M. on each Auction Date for the APS, the Auction Agent shall advise BD by telephone of the Reference Rate and the Maximum Applicable Rate in effect on such Auction Date.

(b) The Auction Agent from time to time may request BD to provide it with a list of the respective customers BD believes are Beneficial Owners of shares of each series of APS. BD shall comply with any such request, and the Auction Agent shall keep confidential any such information, including information received as to the identity of Bidders in any Auction, and shall not disclose any such information so provided to any Person other than the Trust; and such information shall not be used by the Auction Agent or its officers, employees, agents or representatives for any purpose other than such purposes as are described herein. The Auction Agent shall transmit any list of customers BD believes are Beneficial Owners of shares of each series of APS and information related thereto only to its officers, employees, agents or representatives who need to know such information for the purposes of acting in accordance with this Agreement, and the Auction Agent shall prevent the transmission of such information to others and shall cause its officers, employees, agents and representatives to abide by the foregoing confidentiality restrictions; provided, however, that the Auction Agent shall have no responsibility or liability for the actions of any of its officers, employees, agents or representatives after they have left the employ of the Auction Agent.

3.3. Auction Schedule; Method of Submission of Orders.

(a) The Trust and the Auction Agent shall conduct Auctions for each series of APS in accordance with the schedule set forth below. Such schedule may be changed at any time by the Auction Agent with the consent of the Trust, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to BD. Such notice shall be received prior to the first Auction Date on which any such change shall be effective.

        Time                                    Event
        ----                                    -----
By 9:30 A.M.                 Auction Agent advises the Trust and Broker-Dealers
                             of the Reference Rate and the Maximum Applicable
                             Rate as set forth in Section 3.2(a) hereof.

9:30 A.M. - 1:30 P.M.        Auction Agent assembles information communicated to
                             it by Broker-Dealers as provided in Section 8.9(b)
                             of Article VIII of the Amended By-laws. Submission
                             Deadline is 1:00 P.M.

Not earlier than 1:30 P.M.   Auction Agent makes determinations pursuant to
                             Section 8.9(c) of Article VIII of the Amended
                             By-laws.

By approximately 3:00 P.M.   Auction Agent advises the Trust of the results of
                             the Auction. Submitted Bids and Submitted Sell
                             Orders are accepted and rejected in whole or in
                             part and shares of APS are allocated as provided in
                             Section 8.9(d) of Article VIII of the Amended
                             By-laws. Auction Agent gives notice of the Auction
                             results as set forth in Section 3.4(a) hereof.

(b) BD agrees to maintain a list of Potential Beneficial Owners and to contact the Potential Beneficial Owners on such list on or prior to each Auction Date for the purposes set forth in Section 8.9 of Article VIII of the Amended By-laws.

(c) BD shall submit Orders to the Auction Agent in writing in substantially the form attached hereto as Exhibit B. BD shall submit separate Orders to the Auction Agent for each Potential Beneficial Owner or Beneficial Owner on whose behalf BD is submitting an Order and shall not net or aggregate the Orders of Potential Beneficial Owners or Beneficial Owners on whose behalf BD is submitting Orders.

(d) BD shall deliver to the Auction Agent (i) a written notice, substantially in the form attached hereto as Exhibit C, of transfers of shares of any series of APS, made through BD by an Existing Holder to another Person other than pursuant to an Auction, and (ii) a written notice, substantially in the form attached hereto as Exhibit D, of the failure of shares of any series of any series of APS to be transferred to or by any Person that purchased or sold shares of any series of APS through BD pursuant to an Auction. The Auction Agent is not required to accept any notice delivered pursuant to the terms of the foregoing sentence with respect to an Auction unless it is received by the Auction Agent by 3:00 P.M. on the Business Day next preceding the applicable Auction Date.

3.4. Notice of Auction Results.

(a) On each Auction Date, the Auction Agent shall notify BD by telephone as set forth in paragraph (a) of the Settlement Procedures. On the Business Day next succeeding such Auction Date, the Auction Agent shall notify BD in writing of the disposition of all Orders submitted by BD in the Auction held on such Auction Date.

(b) BD shall notify each Beneficial Owner, Potential Beneficial Owner, Existing Holder or Potential Holder on whose behalf BD has submitted an Order as set forth in paragraph (b) of the Settlement Procedures, and take such other action as is required of BD pursuant to the Settlement Procedures.

If any Beneficial Owner or Existing Holder selling shares of APS in an Auction fails to deliver such shares, the BD of any Person that was to have purchased shares of such series of APS in such Auction may accept delivery from such Person of a number of whole shares of such series of APS that is less than the number of shares that otherwise was to be purchased by such Person. In such event, the number of shares of such series of APS to be so delivered shall be determined by such BD. Delivery of such lesser number of shares shall constitute good delivery. Upon the occurrence of any such failure to deliver shares, such BD shall deliver to the Auction Agent the notice required by
Section 3.3(d)(ii) hereof. Notwithstanding the foregoing terms of this Section 3.4(b), any delivery or non-delivery of shares of any series of APS which represents any departure from the results of an Auction, as determined by the

Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the terms of Section 3.3(d) hereof. The Auction Agent shall have no duty or liability with respect to enforcement of this Section 3.4(b).

3.5. Service Charge to Be Paid to BD.

On the Business Day next succeeding each Auction Date, the Auction Agent shall pay to BD from moneys received from the Trust an amount equal to: (a) in the case of any Auction Date immediately preceding a Dividend Period of 7 days or less, the product of (i) a fraction the numerator of which is the number of days in such Dividend Period (calculated by counting the first day of such Dividend Period but excluding the last day thereof) and the denominator of which is 360, times (ii) 1/4 of 1%, times (iii) $25,000, times
(iv) the sum of (A) the aggregate number of APS placed by BD in the applicable Auction that were (x) the subject of a Submitted Bid of a Beneficial Owner submitted by BD and continued to be held as a result of such submission and (y) the subject of a Submitted Bid of a Potential Beneficial Owner submitted by BD and were purchased as a result of such submission plus (B) the aggregate number of APS subject to valid Hold Orders (determined in accordance with Section 8.9 of Article VIII of the Amended By-laws) submitted to the Auction Agent by BD plus (C) the number of APS deemed to be subject to Hold Orders by Beneficial Owners pursuant to Article VIII of the Amended By-laws that were acquired by such Beneficial Owners through BD; and (b) in the case of any Auction Date immediately preceding a Special Dividend Period, that amount as mutually agreed upon by the Trust and BD, based on the selling concession that would be applicable to an underwriting of fixed or variable rate preferred shares with a similar final maturity or variable rate dividend period, at the commencement of such Special Dividend Period.

For purposes of subclause (a)(iv)(C) of the foregoing sentence, if any Beneficial Owner who acquired shares of any series of APS through BD transfers those shares to another Person other than pursuant to an Auction, then the Broker-Dealer for the shares so transferred shall continue to be BD, provided, however, that if the transfer was effected by, or if the transferee is, a Broker-Dealer other than BD, then such Broker-Dealer shall be the Broker-Dealer for such shares.

IV. THE AUCTION AGENT.

4.1. Duties and Responsibilities.

(a) The Auction Agent is acting solely as agent for the Trust hereunder and owes no fiduciary duties to any other Person by reason of this Agreement.

(b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent.

(c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

4.2. Rights of the Auction Agent.

(a) The Auction Agent may rely upon, and shall be protected in acting or refraining from acting upon, any communication authorized by this Agreement and any written instruction, notice, request, direction, consent, report, certificate, share certificate or other instrument, paper or document believed by it to be genuine. The Auction Agent shall not be liable for acting upon any telephone communication authorized by this Agreement which the Auction Agent believes in good faith to have been given by the Trust or by BD. The Auction Agent may record telephone communications with BD.

(b) The Auction Agent may consult with counsel of its own choice, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder.

(d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys.

4.3. Auction Agent's Disclaimer. The Auction Agent makes no representation as to the validity or adequacy of this Agreement or the APS.

V. MISCELLANEOUS.

5.1. Termination. Any party may terminate this Agreement at any time upon five days' prior written notice to the other party; provided, however, that if BD is UBS Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Inc., neither BD nor the Auction Agent may terminate this Agreement without first obtaining the prior written consent of the Trust to such termination, which consent shall not be withheld unreasonably.

5.2. Participant in Securities Depository; Payment of Dividends in Same-Day Funds.

(a) BD is, and shall remain for the term of this Agreement, a member of, or a participant in, the Securities Depository (or an affiliate of such a member or participant).

(b) BD represents that it (or if BD does not act as Agent Member, one of its affiliates) shall make all dividend payments on the APS available in same-day funds on each Dividend Payment Date to customers that use BD (or its affiliate) as Agent Member.

5.3. Agent Member. At the date hereof, BD is a participant of the Securities Depository.

5.4. Communications. Except for (i) communications authorized to be made by telephone pursuant to this Agreement or the Auction Procedures and (ii) communications in connection with the Auctions (other than those expressly required to be in writing), all notices, requests and other communications to any party hereunder shall be in writing (including telecopy or similar writing) and shall be given to such party at its address or telecopier number set forth below:

If to BD,                    UBS Securities LLC
addressed to:                299 Park Avenue
                             New York, NY 10171
                             Attention: Oscar Junquera
                             Telecopier No.: (212) 821-4205
                             Telephone No.: (212) 821-3334

If to the Auction            Deutsche Bank Trust Company Americas
Agent, addressed to:         Corporate Trust & Agency Services
                             60 Wall Street
                             New York, NY 10005
                             Telecopier No.: (212) 797-8600
                             Telephone No.: (212) 250-6679

or such other address or telecopier number as such party hereafter may specify for such purpose by notice to the other party. Each such notice, request or communication shall be effective when delivered at the address specified herein. Communications shall be given on behalf of BD by a BD Officer and on behalf of the Auction Agent by an Authorized Officer. BD may record telephone communications with the Auction Agent.

5.5. Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof, and there are no other representations, endorsements, promises, agreements or understandings, oral, written or inferred, between the parties relating to the subject matter hereof.

5.6. Benefits. Nothing in this Agreement, express or implied, shall give to any person, other than the Trust, the Auction Agent and BD and their respective successors and assigns, any benefit of any legal or equitable right, remedy or claim under this Agreement.

5.7. Amendment; Waiver.

(a) This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged.

(b) Failure of either party to this Agreement to exercise any right or remedy hereunder in the event of a breach of this Agreement by the other party shall not constitute a waiver of any such right or remedy with respect to any subsequent breach.

5.8. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and permitted assigns of each of BD and the Auction Agent. This Agreement may not be assigned by either party hereto absent the prior written consent of the other party; provided, however, that this Agreement may be assigned by the Auction Agent to a successor Auction Agent selected by the Trust without the consent of BD.

5.9. Severability. If any clause, provision or section of this Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or unenforceability of such clause, provision or section shall not affect any remaining clause, provision or section hereof.

5.10. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

5.11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said state.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.

DEUTSCHE BANK TRUST COMPANY AMERICAS

By: _________________________________
Name: Linda Reale
Title: Vice President

UBS SECURITIES LLC

By: ________________________________
Name:
Title:

EXHIBIT B

SETTLEMENT PROCEDURES

The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Dealer Agreement. Nothing contained in this Appendix constitutes a representation by the Trust that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

(a) On each Auction Date, the Auction Agent shall notify by telephone, or through the Auction Agent's auction processing system, the Broker-Dealers that participated in the Auction held on such Auction Date and submitted an Order on behalf of any Existing Holder or Potential Holder of:

(i) the Applicable Rate fixed for the next succeeding Dividend Period;

(ii) whether Sufficient Clearing Bids existed for the determination of the Applicable Rate;

(iii) if such Broker-Dealer (a "Seller's Broker-Dealer") submitted a Bid or a Sell Order on behalf of an Existing Holder, the number of shares, if any, of APS to be sold by such Existing Holder;

(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer") submitted a Bid on behalf of a Potential Holder, the number of shares, if any, of APS to be purchased by such Potential Holder;

(v) if the aggregate number of APS to be sold by all Existing Holders on whose behalf such Broker-Dealer submitted a Bid or a Sell Order exceeds the aggregate number of APS to be purchased by all potential Holders on whose behalf such Broker-Dealer submitted a Bid, the name or names of one or more Buyer's Broker-Dealers (and the name of the Agent Member, if any, of each such Buyer's Broker-Dealer) acting for one or more purchasers of such excess number of APS and the number of such shares to be purchased from one or more Existing Holders on whose behalf such Broker-Dealer acted by one or more Potential Holders on whose behalf each of such Buyer's Broker-Dealers acted;

(vi) if the aggregate number of APS to be purchased by all Potential Holders on whose behalf such Broker-Dealer submitted a Bid exceeds the aggregate number of APS to be sold by all Existing Holders on whose behalf such Broker-Dealer submitted a Bid or a Sell Order, the name or names of one or more Seller's Broker Dealers (and the name of the Agent Member, if any, of each such Seller's Broker-Dealer) acting for one or more sellers of such excess number of APS and the number of such shares to be sold to one or more Potential Holders on whose behalf such Broker-Dealer acted by one or more Existing Holders on whose behalf each of such Seller's Broker-Dealers acted; and

(vii) the Auction Date of the next succeeding Auction with respect to the APS.

(b) On each Auction Date, each Broker-Dealer that submitted an Order on behalf of any Existing Holder or Potential Holder shall:

(i) in the case of a Broker-Dealer that is a Buyer's Broker-Dealer, instruct each Potential Holder on whose behalf such Broker-Dealer submitted a Bid that was accepted, in whole or in part, to instruct such Potential Holder's Agent Member to pay to such Broker - Dealer (or its Agent Member) through the Securities Depository the amount necessary to purchase the number of APS to be purchased pursuant to such Bid against receipt of such shares and advise such Potential Holder of the Applicable Rate for the next succeeding Dividend Period;

(ii) in the case of a Broker-Dealer that is a Seller's Broker-Dealer, instruct each Existing Holder on whose behalf such Broker-Dealer submitted a Sell Order that was accepted, in whole or in part, to instruct such Existing Holder's Agent Member to deliver to such Broker-Dealer (or its Agent Member) through the Securities Depository the number of APS to be sold pursuant to such Order against payment therefor and advise any such Existing Holder that will continue to hold APS of the Applicable Rate for the next succeeding Dividend Period;

(iii) advise each Existing Holder on whose behalf such Broker-Dealer submitted a Hold Order of the Applicable Rate for the next succeeding Dividend Period;

(iv) advise each Existing Holder on whose behalf such Broker-Dealer submitted an Order of the Auction Date for the next succeeding Auction; and

(v) advise each Potential Holder on whose behalf such Broker-Dealer submitted a Bid that was accepted, in whole or in part, of the Auction Date for the next succeeding Auction.

(c) On the basis of the information provided to it pursuant to
(a) above, each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a Potential Holder or an Existing Holder shall, in such manner and at such time or times as in its sole discretion it may determine, allocated any funds received by it pursuant to (b)(i) above and any APS received by it pursuant to
(b)(ii) above among the Potential Holders, if any, on whose behalf such Broker-Dealer submitted Bids, the Existing Holders, if any, on whose behalf such Broker-Dealer submitted Bids that were accepted or Sell Orders, and any Broker-Dealer or Broker-Dealers identified to it by the Auction Agent pursuant to (a)(v) or (a)(vi) above.

(d) On each Auction Date:

(i) each Potential Holder and Existing Holder shall instruct its Agent Member as provided in (b)(i) or (ii) above, as the case may be;

(ii) each Seller's Broker-Dealer which is not an Agent Member of the Securities Depository shall instruct its Agent Member to (A) pay through the Securities Depository to the Agent Member of the Existing Holder delivering shares to such Broker-Dealer pursuant to (b)(ii) above the amount necessary to purchase such shares against receipt of such shares, and (B) deliver such shares through the Securities Depository to a Buyer's Broker-Dealer (or its Agent Member) identified to such Seller's Broker-Dealer pursuant to (a)(v) above against payment therefor; and

(iii) each Buyer's Broker-Dealer which is not an Agent Member of the Securities Depository shall instruct its Agent Member to (A) pay through the Securities Depository to a Seller's Broker-Dealer (or its Agent Member) identified pursuant to (a) (vi) above the amount necessary to purchase the shares to be purchased pursuant to (b) (i) above against receipt of such shares, and (B) deliver such shares through the Securities Depository to the Agent Member of the purchaser thereof against payment therefor.

(e) On the day after the Auction Date:

(i) each Bidder's Agent Member referred to in
(d) (i) above shall instruct the Securities Depository to execute the transactions described under (b) (i) or (ii) above, and the Securities Depository shall execute such transactions;

(ii) each Seller's Broker-Dealer or its Agent Member shall instruct the Securities Depository to execute the transactions described in (d) (ii) above, and the Securities Depository shall execute such transactions; and

(iii) each Buyer's Broker-Dealer or its Agent Member shall instruct the Securities Depository to execute the transactions described in (d) (iii) above, and the Securities Depository shall execute such transactions.

(f) If an Existing Holder selling APS in an Auction fails to deliver such shares (by authorized book-entry), a Broker-Dealer may deliver to the Potential Holder on behalf of which it submitted a Bid that was accepted a number of whole APS that is less than the number of shares that otherwise was to be purchased by such Potential Holder. In such event, the number of APS to be so delivered shall be determined solely by such Broker-Dealer. Delivery of such lesser number of shares shall constitute good delivery. Notwithstanding the foregoing terms of this paragraph (f), any delivery or non-delivery of shares which shall represent any departure from the results of an Auction, as determined by the Auction Agent, shall be of no effect unless and until the Auction Agent shall have been notified of such delivery or non-delivery in accordance with the provisions of the Auction Agency Agreement and the Broker-Dealer Agreements.

Submit To:   Deutsche Bank Trust             Issue: John Hancock Investors Trust
             Company Americas
             60 Wall Street
             New York, NY 10005
             Telecopier No.: (212) 797-8600
             Telephone No.: (212) 250-6679

The undersigned Broker-Dealer submits the following Order on behalf of the Bidder listed below:

Name of Bidder: ________________________

Shares now held ________       HOLD              _____________
                               BID at rate of    _____________
                               SELL              _____________

POTENTIAL BENEFICIAL OWNER

# of shares bid _____________

BID at rate of _____________ Notes:

(1) If submitting more than one Bid for one Bidder, use additional Auction Bid Forms.

(2) If one or more Bids covering in the aggregate more than the number of outstanding shares held by any Beneficial Owner are submitted, such bid shall be considered valid in the order of priority set forth in the Auction Procedures on the above issue.

(3) A Hold or Sell Order may be placed only by a Beneficial Owner covering a number of shares not greater than the number of shares currently held.

(4) Potential Beneficial Owners may make only Bids, each of which must specify a rate. If more than one Bid is submitted on behalf of any Potential Beneficial Owner, each Bid submitted shall be a separate Bid with the rate specified.

(5) Bids may contain no more than three figures to the right of the decimal point (.001 of 1%). Fractions will not be accepted.

NAME OF BROKER-DEALER _______________

Authorized Signature ________________

EXHIBIT D

(Note: To be used only for transfers made
other than pursuant to an Auction)

TRANSFER FORM

Re: John Hancock Investors Trust
Auction Preferred Shares,
Series [A or B]

We are (check one):

[ ] the Existing Holder named below;

[ ] the Broker-Dealer for such Existing Holder; or

[ ] the Agent Member for such Existing Holder.

We hereby notify you that such Beneficial Owner has transferred _____ APS to __________________.

By: _________________________
Printed Name:
Title:

EXHIBIT E

(Note: To be used only for failures to deliver APS sold pursuant to an Auction)

NOTICE OF A FAILURE TO DELIVER

Complete either I or II

I. We are a Broker-Dealer for ____________________ (the "Purchaser"), which purchased _____ shares of APS, Series [A or B], of John Hancock Investors Trust in the Auction held on ____________________ from the seller of such shares.

II. We are a Broker-Dealer for _____________________ (the "Seller"), which sold ____ shares of APS, Series [A or B], of John Hancock Investors Trust, in the Auction held on ______________ to the Purchaser of such shares.

We hereby notify you that (check one):

_______ the Seller failed to deliver such shares to the Purchaser

_______ the Purchaser failed to make payment to the Seller upon delivery of such shares

Name: _________________________

(Name of Broker-Dealer)

By: _________________________
Printed Name:
Title:

Exhibit (L)

[LETTERHEAD]

HALEDORR.COM
60 STATE STREET - BOSTON, MA 02109
617-526-6000 - FAX 617-526-5000

October 24, 2003

John Hancock Investors Trust
101 Huntington Avenue
Boston, Massachusetts 02199

Ladies and Gentlemen:

John Hancock Investors Trust (the "Trust") was established as a Massachusetts business trust under a Declaration of Trust, dated October 5, 1984, as amended and restated on August 26, 2003 (the "Declaration of Trust"). The beneficial interests thereunder are represented by transferable shares of one series and one or more separate and distinct classes established by the Trustees.

The Trustees have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. Pursuant to Article V, Section 5.1 of the Declaration of Trust, the number of shares of beneficial interest authorized to be issued under the Declaration of Trust is unlimited and the Trustees are authorized to divide the shares into one or more classes thereof as they deem necessary or desirable. Pursuant to Article V,
Section 5.4 of the Declaration of Trust, the Trustees are empowered in their discretion to issue shares of for such amount and type of consideration, including cash or property, and on such terms as the Trustees may authorize, all without action or approval of the shareholders. Pursuant to the By-Laws of the Trust, as amended and restated on August 26, 2003 (the "By-Laws"), the Trustees have established two series of preferred shares: Auction Preferred Shares, Series A and Auction Preferred Shares, Series B (collectively, the "Preferred Shares").

We have examined the Declaration of Trust and By-Laws, each as amended from time to time, of the Trust, and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including, but not limited to, originals, or copies certified or otherwise identified to our satisfaction, of such documents, Trust records and other instruments. In our examination of the above documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified of photostatic copies.

Any reference to "our knowledge," to any matter "known to us," "coming to our attention" or "of which we are aware" or any variation of any of the foregoing shall mean the conscious awareness of the attorneys in this firm who have rendered substantive attention to the preparation of the Trust's Registration Statement on Form N-2 or any amendments thereto, of the existence or absence of any facts which would contradict the opinions set forth below. We have not undertaken any independent investigation to determine the existence or absence of such facts,

[FOOTER]

John Hancock Investors Trust
October 24, 2003

and no inference as to our knowledge of the existence or absence of such facts should be drawn from the fact of our representation of the Trust. Without limiting the foregoing, we have not examined any dockets or records of any court, administrative tribunal or other similar entity, or any electronic or computer databases, in connection with our opinions expressed below.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the rights and remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing and (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing. Further, we do not express any opinion as to (i) the availability of the remedy of specific performance or any other equitable remedy upon breach of any provision of any agreement whether applied by a court of law or equity,
(ii) the successful assertion of any equitable defense, or (iii) the right of any party to enforce the indemnification or contribution provisions of any agreement.

In rendering the opinion below, insofar as it relates to the good standing and valid existence of the Trust, we have relied solely on a certificate of the Secretary of the Commonwealth of the Commonwealth of Massachusetts, dated as of a recent date, and such opinion is limited accordingly and is rendered as of the date of such certificate.

This opinion is limited to the laws of the Commonwealth of Massachusetts relating to business trusts, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the Commonwealth of Massachusetts. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the Commonwealth of Massachusetts.

Our opinion below, as it relates to the non-assessability of the shares of the Trust, is qualified to the extent that, under Massachusetts law, shareholders of a Massachusetts business trust may be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust. Also, the Declaration of Trust provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust.

Subject to the foregoing, we are of the opinion that the Trust is a validly existing business trust under the laws of the Commonwealth of Massachusetts and that the Preferred Shares of beneficial interest of the Trust, when issued in accordance with the terms, conditions, requirements and procedures set forth in the Declaration of Trust, the By-Laws, the Trust's Registration Statement on Form N-2 and the Underwriting Agreement between the Trust, John Hancock Advisers, LLC and UBS Securities LLC, as representatives of the underwriters named therein, will constitute legally and validly issued, fully paid and non-assessable shares of beneficial interest in the Trust, subject to compliance with the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended, and the applicable state laws regulating the sale of securities.

We are opining only as to the specific legal issues expressly set forth herein, and no opinion should be inferred as to any other matters. We are opining on the date hereof as to the law in effect on the date hereof, and we disclaim any obligation to advise you of any change in

John Hancock Investors Trust
October 24, 2003

any of these sources of law or subsequent legal or factual developments that might affect any matters of opinions set forth herein.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Trust's Registration Statement in accordance with the requirements of Form N-2 under the Securities Act and to the use of our name therein and in the related Prospectus under the caption "Legal matters". In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Hale and Dorr LLP

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial Highlights" for the John Hancock Investors Trust in the John Hancock Investors Trust Auction Preferred Shares prospectus and "Independent Auditors" and "Financial Statements" in the John Hancock Investors Trust Statement of Additional Information and to the incorporation by reference in Pre-Effective Amendment No. 1 to the Registration Statement (Form N-2, No. 333-108637) of our report dated February 7, 2003, on the financial statements and financial highlights in the Annual Report to the Shareholders for the year ended December 31, 2002, of the John Hancock Investors Trust for the registration of its Auction Preferred Shares.

                                   /s/  ERNST & YOUNG LLP


Boston, Massachusetts
October 23, 2003

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.............................................................       6
        Disclosure of Private Placement Conflicts...............................       7
        Seven Day Blackout Period...............................................       7
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........................       8
        Initial Holdings Report and Annual Holdings Report......................       8
        Quarterly Transaction Reports...........................................       9
        Annual Certification....................................................       9
8.   Limited Access Persons.....................................................       9
9.   Subadvisers................................................................       9
10.  Reporting Violations.......................................................      10
11.  Interpretation and Enforcement.............................................      10
Appendix A: Categories of Personnel.............................................      11
Appendix B: Preclearance Procedures.............................................      12
Appendix C: Limited Access Persons..............................................      16
Appendix D:  Subadvisers........................................................      17
Appendix E:  Administration and Recordkeeping...................................      18

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:

- You have a duty at all times to place the interests of our clients first.

- 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.

- You should not take inappropriate advantage of your position or engage in any fraudulent or manipulative practice (such as frontrunning) 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 Tom Connors, Vice President.

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.

 "Investment Access" person                      "Regular Access" person
   "Non-Access" person

                                                A person who regularly obtains
                                           information regarding fund portfolio
                                                        trades.
A person who regularly participates in
A person who does not regularly
       a fund's investment process.
participate in a fund's investment         examples:

process or obtain information              -     personnel in Investment
regarding fund portfolio trades.                 Operations or Compliance

examples:

-    portfolio managers                    -     most FFM  personnel

examples:

-    analysts wholesalers                  -     Technology personnel with
                                                 access to investment systems

-    traders inside wholesalers who        -     attorneys and some legal
     don't attend investment                     administration personnel
     "morning meetings"

certain administrative personnel - investment admin. personnel

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.

                                                       Investment Access
                                                            Person          Regular Access Person    Non-Access 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

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.

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

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:

- personal investments or business relationships

- misuse of inside information

- receiving or giving of gifts, entertainment or favors

- misuse or misrepresentation of your corporate position

- disclosure of confidential or proprietary information

- antitrust activities

- political campaign contributions and expenditures on public officials

Inside Information Policy and Procedures

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.

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

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 5 of this code of ethics)

5. Policies in the Code of Ethics

Restriction on Gifts

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.

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

Preclearance of Securities Transactions

If you are an Investment Access person or Regular Access person, you must "preclear" (i.e.: receive advance approval of) any personal securities transactions. The preclearance policy applies to trades for your personal accounts, those of a spouse, "significant other," minor Also, for a limited category of trades: 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.

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

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 all open-end mutual funds, (3) bankers' acceptances, bank certificates of deposit, commercial paper & high quality short-term debt instruments, including repurchase agreements.

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 5 of this code of ethics.

The preclearance policy is designed to proactively identify possible "problem trades" that raise frontrunning 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 frontrunning) 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:

- You may not trade until clearance is received.

- Clearance approval is valid only for the date granted.

- 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

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 frontrunning 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.

Applies to: Investment Access Persons

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.

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

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 Tom Connors, Vice President.

Ban on IPOs

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.

Applies to: Investment Access Persons

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

If you are an Investment Access person and you own securities purchased in a private placement, you must disclose that holding decision to purchase or sell that same issuer's securities for a John Hancock fund.

Applies to: Investment Access Persons

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.

Seven Day Blackout Period

If you are a portfolio manager (or were identified to the Compliance Department as part of a portfolio management Persons 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.

Applies to: Investment Access

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

As required by the Inside Information Policy, you must inform your stockbroker that you are employed by an investment adviser or broker. Regular Access Persons Your broker is subject to certain rules Non-Access Persons designed to prevent favoritism toward your accounts.

Applies to: Investment Access Persons

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:

- Notify the Compliance Department (attn: Fred Spring) so the Compliance Department can send to the broker a letter notifying the broker of the requirement to send duplicate confirmation statements and certain other requirements.

- ensure that your broker sends duplicate confirmations and copies of all periodic statements on a timely basis to the Compliance Department, 10th Floor, 101 Huntington Ave., Boston, MA 02199.

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.

7. Reports and Other Disclosures In the Code of Ethics

Initial Holdings Report and Annual Holdings Report

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:

Applies to: Investment Access Persons Regular Access Persons

- holdings of all securities except: (1) direct obligations of the U.S. Government, (2) shares of open-end mutual funds, (3) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

- all brokerage accounts that contain securities (including brokerage accounts that only contain securities exempt from reporting, such as shares of open-end mutual funds).

Quarterly Transaction Reports

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.

Applies to: Investment Access Persons Regular Access Persons

You must report:

- transactions in all securities except: (1) direct obligations of the U.S. Government, (2) open-end mutual funds, (3) bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

- the opening of any brokerage account that contains securities (including brokerage accounts that only contain securities exempt from reporting, such as shares of open-end mutual funds).

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

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:

- Tom Connors (375-1724) or Tim Fagan (375-6205); or

- Your manager or department head

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: Tom Connors (375-1724) or Tim Fagan (375-6205)). 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 Tom Connors, Vice President, 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 Committee for review and appropriate action. The following factors will be considered when the Ethics Committee determines a fine or other disciplinary action:

- the person's position and function (senior personnel may be held to a higher standard);

- the amount of the trade;

- whether the funds or accounts hold the security and were trading the same day;

- whether the violation was by a family member.

- whether the person has had a prior violation and which policy was involved.

- whether the employee self-reported the violation.

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

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 Tom Connors, Vice President.

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:

- 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.)

- 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.

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.

[GRAPHIC OMITTED]

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.

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 Michelle Yung x54883 MaryEllen Logee x54967

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.

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

[GRAPHIC OMITTED]

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.

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.

- Fundamental concept

- Inside information policy and procedures*

- Broker letter/Duplicate Confirms*

- Initial/annual holdings reports*

- Quarterly transaction reports*

- Annual recertification*

*Exception: If you are an independent director of a John Hancock fund:

- you are exempt from the broker letter/duplicate confirms requirement

- you are exempt from the inside information policy and procedures

- you do not have to file an initial holdings report.

- you do not have to file an annual holdings report.

- 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 Tom Connors, Vice President, at (617) 375-1724 and he will assist you with the requirements of the quarterly transaction report.

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:

- 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;

- requires the subadviser's Access Persons to make reports to at least the extent required in Rule 17j-1(d);

- 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));

- provides for notification of the subadviser's Access Persons in accordance with Rule 17j-1(d)(4); and

- 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).

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:

- 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

- 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:

- 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.

- a record of any violation of the code of ethics, and of any action taken as a result of the violation, for six years.

- 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).

- 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.

- a copy of each code of ethics report to the trustees, for six years (the first two years in a readily accessible place).

- 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.