a_preferredincii.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM N-CSR 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED 
 
MANAGEMENT INVESTMENT COMPANIES 
 
Investment Company Act file number 811-21202 
 
John Hancock Preferred Income Fund II 
(Exact name of registrant as specified in charter) 
 
601 Congress Street, Boston, Massachusetts 02210 
(Address of principal executive offices) (Zip code) 
 
Salvatore Schiavone
Treasurer
 
601 Congress Street 
 
Boston, Massachusetts 02210 
 
(Name and address of agent for service) 
 
Registrant's telephone number, including area code: 617-663-4497 
 
Date of fiscal year end:  July 31 
 
Date of reporting period:  January 31, 2012 

 

ITEM 1. SCHEDULE OF INVESTMENTS





Portfolio summary

Top 10 Issuers (32.4% of Total Investments on 1-31-12)1,2   

Nexen, Inc.  4.4%  MetLife, Inc.  3.0% 


Entergy Corp.  4.4%  Merrill Lynch Preferred Capital Trusts  3.0% 


Morgan Stanley Capital Trusts  3.1%  JPMorgan Chase  2.8% 


United States Cellular Corp.  3.1%  Qwest Corp.  2.8% 


Interstate Power & Light Company  3.1%  The Goldman Sachs Group, Inc.  2.7% 


  
Sector Composition1,3       

Financials  50.6%  Energy  7.4% 


Utilities  28.1%  Consumer Discretionary  3.0% 


Telecommunication Services  8.8%  Consumer Staples  2.1% 


  
Country Composition1,3       

United States  86.2%  Netherlands  3.6% 


Canada  4.4%  Switzerland  1.3% 


United Kingdom  4.3%  Other Countries  0.2% 


 


1 As a percentage of the Fund’s total investments on 1-31-12.

2 Cash and cash equivalents not included.

3 Investments focused in one sector may fluctuate more widely than investments diversified across sectors. Because the Fund may focus on particular sectors, its performance may depend on the performance of those sectors. The Fund’s investments in non-U.S. issuers involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting.

6  Preferred Income Fund II | Semiannual report 

 



Fund’s investments

As of 1-31-12 (unaudited)

  Shares  Value 
Preferred Securities (a) 136.71% (91.42% of Total Investments)  $608,504,835 

(Cost $608,751,705)     
 
Consumer Discretionary 4.49%    19,986,941 
 
Media 4.49%     

CBS Corp., 6.750% (Z)  99,400  2,530,724 

Comcast Corp., 6.625% (Z)  108,500  2,756,985 

Comcast Corp., Series B, 7.000% (L)(Z)  577,800  14,699,232 
 
Consumer Staples 3.20%    14,245,008 
 
Food & Staples Retailing 3.20%     

Ocean Spray Cranberries, Inc., Series A,     
6.250% (S)(Z)  160,000  14,245,008 
 
Energy 8.63%    38,415,354 
 
Oil, Gas & Consumable Fuels 8.63%     

Apache Corp., Series D, 6.000%  159,000  9,131,370 

Nexen, Inc., 7.350% (Z)  1,151,100  29,283,984 
 
Financials 75.67%    336,804,020 
 
Capital Markets 10.61%     

Credit Suisse Guernsey, 7.900% (L)(Z)  322,000  8,455,720 

Lehman Brothers Holdings Capital Trust III,     
Series K, 6.375% (I)  177,000  15,045 

Lehman Brothers Holdings Capital Trust V,     
Series M, 6.000% (I)  46,600  1,864 

Lehman Brothers Holdings, Inc., Depositary     
Shares, Series C, 5.940% (I)  145,200  1,452 

Morgan Stanley Capital Trust III, 6.250% (L)(Z)  294,000  6,911,940 

Morgan Stanley Capital Trust IV, 6.250% (Z)  170,000  3,991,600 

Morgan Stanley Capital Trust V, 5.750% (L)(Z)  355,000  8,236,000 

Morgan Stanley Capital Trust VI, 6.600%  9,600  232,512 

Morgan Stanley Capital Trust VII, 6.600%  52,400  1,275,940 

The Goldman Sachs Group, Inc., 6.125% (Z)  655,200  16,445,520 

The Goldman Sachs Group, Inc., Series B, 6.200%  68,500  1,668,660 
 
Commercial Banks 17.81%     

Barclays Bank PLC, Series 3, 7.100% (L)(Z)  375,000  8,797,500 

Barclays Bank PLC, Series 5, 8.125% (L)(Z)  330,000  8,299,500 

HSBC USA, Inc., 6.500%  40,000  982,800 

Royal Bank of Scotland Group PLC, Series L,     
5.750% (Z)  480,000  8,030,400 

 

See notes to financial statements  Semiannual report | Preferred Income Fund II  7 

 



  Shares  Value 
Commercial Banks (continued)     

Santander Finance Preferred SA Unipersonal,     
Series 10, 10.500% (Z)  329,000  $8,975,120 

Santander Holdings USA, Inc., Series C, 7.300%  166,800  4,176,672 

US Bancorp (6.500% to 1-15-22, then 3 month     
LIBOR + 4.468%)  568,000  14,484,000 

USB Capital VIII, Series 1, 6.350% (Z)  180,000  4,536,000 

USB Capital XI, 6.600%  190,000  4,824,100 

Wells Fargo & Company, 8.000% (L)(Z)  554,500  16,180,310 
 
Consumer Finance 3.84%     

HSBC Finance Corp., Depositary Shares,     
Series B, 6.360% (Z)  428,200  10,019,880 

SLM Corp., 6.000% (Z)  198,000  4,249,080 

SLM Corp., Series A, 6.970% (Z)  64,000  2,800,000 
 
Diversified Financial Services 24.36%     

BAC Capital Trust II, 7.000% (Z)  22,400  531,776 

Citigroup Capital VIII, 6.950% (Z)  660,000  16,361,400 

Citigroup Capital XIII (7.875% to 10-30-15,     
then 3 month LIBOR + 6.370%)  19,000  511,860 

Corporate Backed Trust Certificates,     
Series HSBC, 6.250% (Z)  45,400  1,131,368 

Deutsche Bank Capital Funding Trust X, 7.350%  155,722  3,727,985 

Deutsche Bank Contingent Capital Trust II, 6.550% (Z)  167,500  3,735,250 

Deutsche Bank Contingent Capital Trust III, 7.600% (L)(Z)  392,500  9,714,375 

Fleet Capital Trust VIII, 7.200%  332,000  8,077,560 

General Electric Capital Corp., 6.000%  35,000  902,650 

General Electric Capital Corp., 6.050%  32,000  832,320 

General Electric Capital Corp., 6.100%  18,000  470,700 

ING Groep NV, 7.050% (L)(Z)  775,700  16,584,466 

JPMorgan Chase Capital XXIX, 6.700% (Z)  733,477  18,865,028 

Merrill Lynch Preferred Capital Trust III, 7.000%  362,300  8,485,066 

Merrill Lynch Preferred Capital Trust IV, 7.120% (Z)  193,200  4,627,140 

Merrill Lynch Preferred Capital Trust V, 7.280% (Z)  276,100  6,618,117 

RBS Capital Funding Trust V, 5.900%  398,000  5,301,360 

RBS Capital Funding Trust VII, 6.080%  145,000  1,925,600 
 
Insurance 11.93%     

Aegon NV, 6.375% (L)(Z)  355,000  7,671,550 

American Financial Group, Inc., 7.000% (Z)  262,725  6,791,441 

MetLife, Inc., Series B, 6.500% (L)(Z)  792,000  20,227,680 

Phoenix Companies, Inc., 7.450%  229,050  5,116,977 

PLC Capital Trust IV, 7.250% (L)(Z)  390,500  9,856,220 

Prudential PLC, 6.500% (Z)  103,000  2,637,830 

RenaissanceRe Holdings Ltd., Series C,     
6.080% (Z)  32,500  814,775 
 
Real Estate Investment Trusts 7.10%     

Duke Realty Corp., Depositary Shares, Series J,     
6.625% (L)(Z)  449,400  11,324,880 

Duke Realty Corp., Depositary Shares, Series K,     
6.500% (L)(Z)  110,000  2,748,900 

 

8  Preferred Income Fund II | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Real Estate Investment Trusts (continued)     

Duke Realty Corp., Depositary Shares, Series L,     
6.600% (L)(Z)  109,840  $2,753,689 

Public Storage, Inc., 6.350%  163,000  4,339,060 

Public Storage, Inc., Depositary Shares,     
Series Q, 6.500%  135,800  3,726,352 

Public Storage, Inc., Depositary Shares, Series X,     
6.450% (Z)  30,000  759,300 

Public Storage, Inc., Series P, 6.500%  56,000  1,502,480 

Wachovia Preferred Funding Corp., Series A,     
7.250% (L)(Z)  170,000  4,428,500 
 
Thrifts & Mortgage Finance 0.02%     

Federal National Mortgage Association,     
Series S (I)  75,000  108,750 
 
Telecommunication Services 11.86%    52,777,593 
 
Diversified Telecommunication Services 4.14%     

Qwest Corp., 7.375% (Z)  530,000  14,007,900 

Qwest Corp., 7.500%  167,200  4,427,456 
 
Wireless Telecommunication Services 7.72%     

Telephone & Data Systems, Inc., 6.625% (Z)  161,300  4,071,212 

Telephone & Data Systems, Inc., 6.875%  85,000  2,234,650 

Telephone & Data Systems, Inc., 7.000% (L)(Z)  283,000  7,541,950 

United States Cellular Corp., 6.950% (L)(Z)  772,500  20,494,425 
 
Utilities 32.86%    146,275,919 
 
Electric Utilities 17.31%     

Duquesne Light Company, 6.500% (Z)  98,450  4,860,969 

Entergy Arkansas, Inc., 5.750%  66,400  1,804,752 

Entergy Louisiana LLC, 5.875%  186,750  5,109,480 

Entergy Louisiana LLC, 6.000%  185,000  5,155,950 

Entergy Mississippi, Inc., 6.000%  182,025  5,278,725 

Entergy Mississippi, Inc., 6.200%  97,500  2,743,650 

Entergy Texas, Inc., 7.875%  37,400  1,081,608 

FPC Capital I, Series A, 7.100% (L)(Z)  368,000  9,435,520 

FPL Group Capital Trust I, 5.875% (Z)  267,800  6,986,902 

Gulf Power Co., 5.750%  158,500  4,675,750 

HECO Capital Trust III, 6.500% (Z)  187,750  4,778,238 

NSTAR Electric Company, 4.780% (Z)  15,143  1,496,318 

PPL Corp., 9.500% (Z)  305,600  16,563,520 

PPL Electric Utilities Corp., Depositary Shares, 6.250%  54,000  1,366,200 

Southern California Edison Company, Series C, 6.000% (Z)  35,000  3,455,158 

Westar Energy, Inc., 6.100% (Z)  87,700  2,281,954 
 
Multi-Utilities 15.55%     

Baltimore Gas & Electric Company, Series 1995,     
6.990% (Z)  39,870  4,065,496 

BGE Capital Trust II, 6.200% (L)(Z)  488,000  12,429,360 

DTE Energy Company, 6.500%  170,000  4,584,696 

Interstate Power & Light Company, Series B, 8.375% (L)(Z)  699,350  20,351,085 

SCANA Corp., 7.700% (Z)  538,900  15,584,988 

Xcel Energy, Inc., 7.600% (L)(Z)  448,000  12,185,600 

 

See notes to financial statements  Semiannual report | Preferred Income Fund II  9 

 



    Maturity     
  Rate (%)  date  Par value  Value 
 
Capital Preferred Securities (b) 3.14% (2.10% of Total Investments)  $13,972,484 

(Cost $14,688,460)         
 
Utilities 3.14%        13,972,484 
 
Multi-Utilities 3.14%         

Dominion Resources Capital Trust I (L)(Z)  7.830  12-01-27  $8,450,000  8,651,794 

Dominion Resources Capital Trust III (L)(Z)  8.400  01-15-31  5,000,000  5,320,690 
 
      Shares  Value 
 
Common Stocks 5.60% (3.75% of Total Investments)    $24,951,820 

(Cost $21,777,499)         
 
Energy 0.18%        794,550 
 
Oil, Gas & Consumable Fuels 0.18%         

Total SA, ADR      15,000  794,550 
 
Telecommunication Services 1.27%        5,653,400 
 
Diversified Telecommunication Services 1.27%       

AT&T, Inc.      125,000  3,676,250 

Verizon Communications, Inc.      52,500  1,977,150 
 
Utilities 4.15%        18,503,870 
 
Electric Utilities 3.99%         

Entergy Corp.      120,000  8,325,600 

FirstEnergy Corp.      148,000  6,248,560 

UIL Holdings Corp.      92,000  3,181,360 
 
Multi-Utilities 0.16%         

National Grid PLC, ADR      15,000  748,350 
    Maturity     
  Rate (%)  date  Par value  Value 
 
Corporate Bonds 4.09% (2.73% of Total Investments)    $18,197,515 

(Cost $18,346,724)         
 
Energy 2.26%        10,048,875 
 
Oil, Gas & Consumable Fuels 2.26%         

Southern Union Company (L)(P)(Z)  3.564  11-01-66  $10,550,000  10,048,875 
 
Utilities 1.83%        8,148,640 
 
Electric Utilities 1.83%         

Southern California Edison Company         
(6.25% to 2-1-22, then 3 month LIBOR +         
4.199%) (Q)  6.250  02-01-22  8,000,000  8,148,640 
 
Total investments (Cost $663,564,388)149.54%      $665,626,654 

 
Other assets and liabilities, net (49.54%)    ($220,518,396) 

 
Total net assets 100.00%        $445,108,258 


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

 

 

10  Preferred Income Fund II | Semiannual report  See notes to financial statements 

 



Notes to Schedule of Investments

ADR American Depositary Receipts

LIBOR London Interbank Offered Rate

(a) Includes preferred stocks and hybrid securities with characteristics of both equity and debt that pay dividends on a periodic basis.

(b) Includes hybrid securities with characteristics of both equity and debt that trade with, and pay, interest income.

(I) Non-income producing security.

(L) A portion of this security is a Lent Security as of 1-31-12, and is part of segregated collateral pursuant to the Committed Facility Agreement. Total value of Lent Securities at 1-31-12 was $188,748,782.

(P) Variable rate obligation. The coupon rate shown represents the rate at period end.

(Q) Perpetual bonds have no stated maturity date. Date shown is next call date.

(S) This security is exempt from registration under Rule 144A of the Securities Act of 1933. Such a security may be resold, normally to qualified institutional buyers, in transactions exempt from registration.

(Z) A portion of this security is segregated as collateral pursuant to the Committed Facility Agreement. Total collateral value at 1-31-12 was $366,764,598.

† At 1-31-12, the aggregate cost of investment securities for federal income tax purposes was $663,815,899. Net unrealized appreciation aggregated $1,810,755, of which $34,640,881 related to appreciated investment securities and $32,830,126 related to depreciated investment securities.

The Fund had the following country concentration as a percentage of total investments on 1-31-12: 
 
United States  86.2% 
Canada  4.4% 
United Kingdom  4.3% 
Netherlands  3.6% 
Switzerland  1.3% 
Other Countries  0.2% 

 

See notes to financial statements  Semiannual report | Preferred Income Fund II  11 

 



F I N A N C I A L  S T A T E M E N T S

Financial statements

Statement of assets and liabilities 1-31-12 (unaudited)

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

Assets   

Investments, at value (Cost $663,564,388)  $665,626,654 
Cash segregated at custodian for swap contracts  1,420,000 
Receivable for investments sold  1,381,034 
Dividends and interest receivable  1,526,408 
Other receivables and prepaid expenses  149,010 
Total assets  670,103,106 
 
Liabilities   
Custodian overdraft  514,381 
Committed facility agreement payable (Note 7)  222,300,000 
Payable for investments purchased  231,357 
Swap contracts, at value (Note 3)  1,798,712 
Interest payable (Note 7)  12,223 
Payable to affiliates   
Accounting and legal services fees  5,136 
Trustees’ fees  26,742 
Other liabilities and accrued expenses  106,297 
 
Total liabilities  224,994,848 
 
Net assets   

Paid-in capital  $496,617,759 
Undistributed net investment income  2,984,280 
Accumulated net realized loss on investments and swap agreements  (54,757,335) 
Net unrealized appreciation (depreciation) on investments and   
swap agreements  263,554 
 
Net assets  $445,108,258 
 
Net asset value per share   

Based on 21,202,146 shares of beneficial interest outstanding — unlimited   
number of shares authorized with no par value  $20.99 

 

12  Preferred Income Fund II | Semiannual report  See notes to financial statements 

 



F I N A N C I A L  S T A T E M E N T S

Statement of operations For the six-month period ended 1-31-12
(unaudited)

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

Investment income   

Dividends  $21,579,701 
Interest  908,253 
Less foreign taxes withheld  (1,658) 
 
Total investment income  22,486,296 
 
Expenses   

Investment management fees (Note 5)  2,443,120 
Accounting and legal services fees (Note 5)  31,519 
Transfer agent fees  17,046 
Trustees’ fees (Note 5)  30,587 
Printing and postage  60,421 
Professional fees  44,572 
Custodian fees  31,551 
Interest expense (Note 7)  1,107,458 
Stock exchange listing fees  10,741 
Other  20,182 
 
Total expenses  3,797,197 
 
Net investment income  18,689,099 
 
Realized and unrealized gain (loss)   

 
Net realized gain (loss) on   
Investments  (277,717) 
Swap contracts (Note 3)  38,871 
  (238,846) 
Change in net unrealized appreciation (depreciation) of   
Investments  7,386,775 
Swap contracts (Note 3)  (1,798,712) 
  5,588,063 
Net realized and unrealized gain  5,349,217 
 
Increase in net assets from operations  $24,038,316 

 

See notes to financial statements  Semiannual report | Preferred Income Fund II  13 

 



F I N A N C I A L  S T A T E M E N T S

Statements of changes in net assets

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

  Six months   
  ended  Year 
  1-31-12  ended 
  (unaudited)  7-31-11 
 
Increase (decrease) in net assets     

From operations     
Net investment income  $18,689,099  $36,264,497 
Net realized loss  (238,846)  (1,884,518) 
Change in net unrealized appreciation (depreciation)  5,588,063  22,142,740 
 
Increase in net assets resulting from operations  24,038,316  56,522,719 
Distributions to shareholders     
From net investment income  (17,799,210)  (32,535,988) 
 
From Fund share transactions     
Issued pursuant to Dividend Reinvestment Plan  403,584   
 
Total increase  6,642,690  23,986,731 
 
Net assets     

Beginning of period  438,465,568  414,478,837 
 
End of period  $445,108,258  $438,465,568 
 
Undistributed net investment income  $2,984,280  $2,094,391 
 
Shares outstanding     
Beginning of period  21,182,284   21,182,284 
Issued pursuant to Dividend Reinvestment Plan  19,862   
 
End of period  21,202,146  21,182,284 

 

14  Preferred Income Fund II | Semiannual report  See notes to financial statements 

 



F I N A N C I A L  S T A T E M E N T S

Statement of cash flows

This Statement of cash flows shows cash flow from operating and financing activities for the period stated.

  For the 
  six-month 
  period ended 
  1-31-12 
  (unaudited) 
Cash flows from operating activities   

Net increase in net assets from operations  $ 24,038,316 
Adjustments to reconcile net increase in net assets from operations to net   
cash used in operating activities:   
Long-term investments purchased  (65,942,650) 
Long-term investments sold  42,965,519 
Decrease in short term investments  12,000,000 
Net amortization of premium (discount)  15,308 
Decrease in dividends and interest receivable  503,605 
Decrease in payable for investments purchased  (2,746,436) 
Increase in receivable for investments sold  (1,381,034) 
Increase in cash segregated at custodian for swap contracts  (1,420,000) 
Increase in other receivables and prepaid expenses  (100,474) 
Increase in unrealized depreciation of swap contracts  1,798,712 
Decrease in payable to affiliates  (7,716) 
Decrease in interest payable  (10,355) 
Decrease in other liabilities and accrued expenses  (2,636) 
Net change in unrealized (appreciation) depreciation on investments  (7,386,775) 
Net realized loss on investments  277,717 
 
Net cash provided in operating activities  $2,601,101 

 
Cash flows from financing activities   
Reinvestment of common shares pursuant to Dividend Reinvestment Plan  403,584 
Distributions to shareholders  (17,799,210) 
Custodian overdrafts  514,381 
 
Net cash used in financing activities  ($16,881,245) 
 
Net decrease in cash  ($14,280,144) 
 
Cash at beginning of period  $14,280,144 
 
Cash at end of period   
 
Supplemental disclosure of cash flow information   

Cash paid for interest  $1,117,813 

 

See notes to financial statements  Semiannual report | Preferred Income Fund II  15 

 



Financial highlights

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

COMMON SHARES Period ended  1-31-121  7-31-11  7-31-10  7-31-09  7-31-08  7-31-07 
 
Per share operating performance             

Net asset value, beginning of period  $20.70  $19.57  $16.22  $18.26  $23.08  $23.98 
Net investment income2  0.88  1.71  1.70  1.62  2.08  2.24 
Net realized and unrealized gain (loss)             
on investments  0.25  0.96  3.14  (1.95)  (4.56)  (0.24) 
Distributions to Auction Preferred             
Shares (APS)          (0.47)  (0.61) 
Total from investment operations  1.13  2.67  4.84  (0.33)  (2.95)  1.39 
Less distributions to             
common shareholders             
From net investment income  (0.84)  (1.54)  (1.49)  (1.51)  (1.84)  (1.86) 
From net realized gain          (0.01)  (0.43) 
From tax return of capital        (0.20)  (0.02)   
Total distributions  (0.84)  (1.54)  (1.49)  (1.71)  (1.87)  (2.29) 
Net asset value, end of period  $20.99  $20.70  $19.57  $16.22  $18.26  $23.08 
Per share market value, end of period  $21.70  $20.05  $18.75  $16.06  $17.43  $22.64 
Total return at net asset value (%)3  5.684  14.375  31.615  1.155  (13.31)5  5.705 
Total return at market value (%)3  12.804  15.62  27.35  4.92  (15.65)  5.58 
 
Ratios and supplemental data             

Net assets applicable to common shares,             
end of period (in millions)  $445  $438  $414  $344  $386  $488 
Ratios (as a percentage of average             
net assets):             
Expenses before reductions (excluding             
interest expense)  1.256  1.23  1.29  1.37  1.42  1.34 
Interest expense (Note 7)  0.526  0.52  0.60  1.18  0.30   
Expenses before reductions (including             
interest expense)  1.776  1.75  1.89  2.55  1.72  1.347 
Expenses net of reductions (excluding             
interest expense)  1.256  1.20  1.20  1.19  1.16  1.05 
Expenses net of reductions (including             
interest expense)  1.776  1.72  1.80  2.37  1.46  1.058 
Net investment income  8.736  8.34  9.47  12.16  9.94  9.189 
Portfolio turnover (%)  7  18  10  15  10  19 
 
Senior securities             

Total value of APS outstanding (in millions)          10  $254 
Involuntary liquidation preference per unit             
(in thousands)            $25 
Average market value per unit             
(in thousands)            $25 
Asset coverage per unit11            $72,354 
Total debt outstanding end of period             
(in millions) (Note 7)  $222  $222  $205  $170  $184   
Asset coverage per $1,000 of APS12            $2,919 
Asset coverage per $1,000 of debt13  $3,002  $2,972  $3,019  $3,024  $3,097   

 

16  Preferred Income Fund II | Semiannual report  See notes to financial statements 

 



1 Semiannual period from 8-1-11 to 1-31-12. Unaudited.
2 Based on the average daily shares outstanding.
3 Total return based on net asset value reflects changes in the Fund’s net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend and capital gain distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund’s shares traded during the period.
4 Not annualized.
5 Total returns would have been lower had certain expenses not been reduced during the periods shown.
6 Annualized.
7 Ratio calculated on the basis of gross expenses relative to the average net assets of common shares that do not take into consideration expense reductions during the periods shown. Without the exclusion of preferred shares, the annualized ratio of gross expenses would have been 0.90% for the year ended 7-31-07.
8 Ratio calculated on the basis of net expenses relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of net expenses would have been 0.70% for the year ended 7-31-07.
9 Ratio calculated on the basis of net investment income relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of net investment income would have been 6.15% for the year ended 7-31-07.
10 In May 2008, the Fund entered into a Committed Facility Agreement with a third-party commercial bank in order to redeem the APS. The redemption of all APS was completed on 5-28-08.
11 Calculated by subtracting the Fund’s total liabilities from the Fund’s total assets and dividing that amount by the number of APS outstanding as of the applicable 1940 Act Evaluation Date, which may differ from the financial reporting date.
12 Asset coverage equals the total net assets plus APS divided by the APS of the Fund outstanding at period end.
13
Asset coverage equals the total net assets plus borrowings divided by the borrowings of the Fund outstanding at period end (Note 7). As borrowings outstanding change, the level of invested assets will change accordingly. Asset coverage ratio provides a measure of leverage as of the dates shown.

See notes to financial statements  Semiannual report | Preferred Income Fund II  17 

 



Notes to financial statements
(unaudited)

Note 1 — Organization

John Hancock Preferred Income Fund II (the Fund) is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act).

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. The Fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the Fund’s own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

18  Preferred Income Fund II | Semiannual report 

 



The following is a summary of the values by input classification of the Fund’s investments as of January 31, 2012, by major security category or type:

      LEVEL 2  LEVEL 3 
      SIGNIFICANT  SIGNIFICANT 
  TOTAL MARKET  LEVEL 1  OBSERVABLE  UNOBSERVABLE 
  VALUE AT 1-31-12  QUOTED PRICE  INPUTS  INPUTS 

Preferred Securities         
Consumer Discretionary  $19,986,941  $19,986,941     
Consumer Staples  14,245,008    $14,245,008   
Energy  38,415,354  38,415,354     
Financials  336,804,020  336,802,568  1,452   
Telecommunication Services  52,777,593  52,777,593     
Utilities  146,275,919  127,813,282  18,462,637   
Capital Preferred Securities         
Utilities  13,972,484    13,972,484   
Common Stocks         
Energy  794,550  794,550     
Telecommunication Services  5,653,400  5,653,400     
Utilities  18,503,870  18,503,870     
Corporate Bonds         
Energy  10,048,875    10,048,875   
Utilities  8,148,640    8,148,640   
 
Total Investments         
in Securities  $665,626,654  $600,747,558  $64,879,096   
Other Financial         
Instruments         
Interest Rate Swaps  ($1,798,712)    ($1,798,712)   


Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. During the six months ended January 31, 2012, there were no significant transfers into or out of Level 1, Level 2 or Level 3.

In order to value the securities, the Fund uses the following valuation techniques. Equity securities, including exchange-traded funds, held by the Fund are valued at the last sale price or official closing price on the principal securities exchange on which they trade. In the event there were no sales during the day or closing prices are not available, then securities are valued using the last quoted bid or evaluated price. Debt obligations are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, taking into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rates supplied by an independent pricing service. Certain securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Certain short-term securities are valued at amortized cost.

Other portfolio securities and assets, where market quotations are not readily available, are valued at fair value, as determined in good faith by the Fund’s Pricing Committee, following procedures established by the Board of Trustees. Generally, trading in non-U.S. securities is substantially completed each day at various times prior to the close of trading on the NYSE. Significant market events that affect the values of non-U.S. securities may occur between the time when the valuation of the securities is generally determined and the close of the NYSE. During significant market events, these securities will be valued at fair value, as determined in good faith, following procedures established by the Board of Trustees. The Fund may use a fair valuation model to value

Semiannual report | Preferred Income Fund II  19 

 



non-U.S. securities in order to adjust for events which may occur between the close of foreign exchanges and the close of the NYSE.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Interest income includes coupon interest and amortization/accretion of premiums/discounts on debt securities. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by stopping current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful. Dividend income is recorded on the ex-date, except for dividends of foreign securities where the dividend may not be known until after the ex-date. In those cases, dividend income is recorded when the Fund becomes aware of the dividends. Foreign taxes are provided for based on the Fund’s understanding of the tax rules and rates that exist in the foreign markets in which it invests. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.

Overdrafts. Pursuant to the custodian agreement, the Fund’s custodian may, in its discretion, advance funds to the Fund to make properly authorized payments. When such payments result in an overdraft, the Fund is obligated to repay the custodian for any overdraft, including any costs or expenses associated with the overdraft. The custodian may have a lien, security interest or security entitlement in any Fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.

Expenses. Expenses that are directly attributable to an individual fund are allocated to the Fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund’s relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Federal income taxes. The Fund intends to continue to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.

For federal income tax purposes, the Fund has a capital loss carryforward of $54,282,371 available to offset future net realized capital gains as of July 31, 2011. The loss carryforward expires as follows: July 31, 2017 — $47,190,246 and July 31, 2018 — $7,092,125.

Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

As of July 31, 2011, the Fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The Fund’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.

Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The Fund generally declares and pays dividends monthly and capital gain distributions, if any, annually.

20  Preferred Income Fund II | Semiannual report 

 



Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America.

Capital accounts within financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to derivative transactions, amortization and accretion on debt securities and investments in real estate investment trusts.

Statement of cash flows. Information on financial transactions that have been settled through the receipt and disbursement of cash is presented in the Statement of cash flows. The cash amount shown in the Statement of cash flows is the amount included in the Fund’s Statement of assets and liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

New accounting pronouncements. In May 2011, Accounting Standards Update 2011-04 (ASU 2011-04), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, was issued and is effective during interim and annual periods beginning after December 15, 2011. ASU 2011-04 amends Financial Accounting Standards Board (FASB) Topic 820, Fair Value Measurement. The amendments are the result of the work by the FASB and the International Accounting Standards Board to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP. The update may require additional disclosures related to transfers between Levels 1, 2, and 3. Also, the update requires additional disclosures related to quantitative and qualitative information regarding unobservable inputs and valuation techniques utilized in the valuation process. Management is currently evaluating the application of ASU 2011-04 and its impact, if any, on the Fund’s financial statement disclosure.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. Management is currently evaluating the impact, if any, on the Fund’s financial statement disclosures.

Note 3 — Derivative instruments

The Fund may invest in derivatives in order to meet its investment objectives. The use of derivatives may involve risks different from, or potentially greater than, the risks associated with investing directly in securities. Specifically, the Fund is exposed to the risk that the counterparty to an over-the-counter (OTC) derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction. If the counterparty defaults, the Fund will have contractual remedies, but there is no assurance that the counterparty will meet its contractual obligations or that the Fund will succeed in enforcing them.

The Fund has entered into collateral agreements with certain counterparties to mitigate counterparty risk on the over-the-counter derivatives. Subject to established minimum levels, collateral is generally determined based on the net aggregate unrealized gain or loss on contracts with a particular counterparty. Collateral pledged to the Fund is held by the custodian bank for the benefit of the Fund and can be in the form of cash or debt securities issued by the U.S. government or related agencies; collateral posted by the Fund is held in a segregated account at the Fund’s

Semiannual report | Preferred Income Fund II  21 

 



custodian and is noted in the accompanying portfolio of investments, or if cash is posted, on the Statement of assets and liabilities. As of January 31, 2012, $1,420,000 was posted by the Fund for the benefit of counterparties.

Interest rate swaps. Interest rate swaps represent an agreement between a Fund and counterparty to exchange cash flows based on the difference between two interest rates applied to a notional amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net interest receivable or payable under the swap contracts at specified, future intervals. Upfront payments made/received by the Fund are amortized/ accreted for financial reporting purposes, with the unamortized/unaccreted portion included in the Statement of assets and liabilities. Swaps are marked-to-market daily based upon values from third party vendors or broker quotations, and the change in value is recorded as unrealized appreciation/ depreciation of swap contracts. A termination payment by the counterparty or the Fund is recorded as realized gain or loss, as well as the net periodic payments received or paid by the Fund.

Entering into swap agreements involves, to varying degrees, elements of credit, market and documentation risk that may amount to values that are in excess of the amounts recognized on the Statement of assets and liabilities. Such risks involve the possibility that there will be no liquid market for the swap, or that a counterparty may default on its obligation or delay payment under the swap terms. The counterparty may disagree or contest the terms of the swap. Market risks may also accompany the swap, including interest rate risk. The Fund may also suffer losses if it is unable to terminate or assign outstanding swaps or reduce its exposure through offsetting transactions.

During the six months ended January 31, 2012, the Fund used interest rate swaps in anticipation of rising interest rates. The following table summarizes the interest rate swap contracts held as of January 31, 2012.

  USD NOTIONAL  PAYMENTS MADE  PAYMENTS RECEIVED  MATURITY   
COUNTERPARTY  AMOUNT  BY FUND  BY FUND  DATE  MARKET VALUE 

Morgan Stanley  $56,000,000  Fixed 1.4625%  3-month LIBOR (a)  Aug 2016  ($1,798,712) 
Capital Services           


(a) At 1-31-12, the 3-month LIBOR rate was 0.54235%.

Interest rate swap positions at January 31, 2012 were entered into on August 5, 2011. No other interest rate swap activity occurred during the six months ended January 31, 2012.

Fair value of derivative instruments by risk category

The table below summarizes the fair value of derivatives held by the Fund at January 31, 2012 by risk category:

    FINANCIAL  ASSET  LIABILITY 
  STATEMENT OF ASSETS AND  INSTRUMENTS  DERIVATIVES  DERIVATIVES 
RISK  LIABILITIES LOCATION  LOCATION  FAIR VALUE  FAIR VALUE 

 
Interest rate  Unrealized depreciation  Interest rate     
contracts  of swap contracts  swaps    ($1,798,712) 

 

Effect of derivative instruments on the Statement of operations

The table below summarizes the net realized gain (loss) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the six months ended January 31, 2012:

RISK  STATEMENT OF OPERATIONS LOCATION  SWAP CONTRACTS 

Interest rate contracts  Net realized gain  $38,871 

 

22  Preferred Income Fund II | Semiannual report 

 



The table below summarizes the net change in unrealized appreciation (depreciation) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the six months ended January 31, 2012:

RISK  STATEMENT OF OPERATIONS LOCATION  SWAP CONTRACTS 

Interest rate  Change in unrealized appreciation  ($1,798,712) 
contracts  (depreciation)   

 

Note 4 — Guarantees and indemnifications

Under the Fund’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Note 5 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Adviser) serves as investment adviser for the Fund. The Adviser is an indirect, wholly owned subsidiary of Manulife Financial Corporation (MFC).

Management fee. The Fund has an investment management agreement with the Adviser under which the Fund pays a daily management fee to the Adviser equivalent, on an annual basis, to 0.75% of the Fund’s average daily managed assets including any assets attributable to the Committed Facility Agreement (see Note 7) (collectively, managed assets). The Adviser has a subadvisory agreement with John Hancock Asset Management a division of Manulife Asset Management (US) LLC, an indirectly owned subsidiary of MFC and an affiliate of the Adviser. The Fund is not responsible for payment of the subadvisory fees.

Accounting and legal services. Pursuant to a service agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services to the Fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These accounting and legal services fees incurred for the six months ended January 31, 2012 amounted to an annual rate of 0.01% of the Fund’s average daily managed assets.

Trustee expenses. The Fund compensates each Trustee who is not an employee of the Adviser or its affiliates. These Trustees may, for tax purposes, elect to defer receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan (the Plan). Deferred amounts are invested in various John Hancock funds and remain in the funds until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting liability are included within Other receivables and prepaid expenses and Payable to affiliates — Trustees’ fees, respectively, in the accompanying Statement of assets and liabilities.

Note 6 — Leverage risk

The Fund utilizes a Committed Facility Agreement (CFA) to increase its assets available for investment. When the Fund leverages its assets, common shareholders bear the fees associated with the facility and have the potential to benefit or be disadvantaged from the use of leverage. The Adviser’s fee is also increased in dollar terms from the use of leverage. Consequently, the Fund and the Adviser may have differing interests in determining whether to leverage the Fund’s assets. Leverage creates risks that may adversely affect the return for the holders of common shares including:

Semiannual report | Preferred Income Fund II  23 

 



• the likelihood of greater volatility of net asset value and market price of common shares

• fluctuations in the interest rate paid for the use of the credit facility

• increased operating costs, which may reduce the Fund’s total return

• the potential for a decline in the value of an investment acquired through leverage, while the Fund’s obligations under such leverage remains fixed

• the Fund is more likely to have to sell securities in a volatile market in order to meet asset coverage or other debt compliance requirements

To the extent the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the Fund’s return will be greater than if leverage had not been used, conversely, returns would be lower if the cost of the leverage exceeds the income or capital appreciation derived.

In addition to the risks created by the Fund’s use of leverage, the Fund is subject to the risk that it would be unable to timely, or at all, obtain replacement financing if the CFA is terminated. Were this to happen, the Fund would be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the Fund’s ability to generate income from the use of leverage would be adversely affected.

Note 7 — Committed facility agreement

The Fund has entered into a CFA with a subsidiary of BNP Paribas (BNP) that allows it to borrow up to $231 million and to invest the borrowings in accordance with its investment practices.

The Fund pledges a portion of its assets as collateral to secure borrowings under the CFA. Such pledged assets are held in a special custody account with the Fund’s custodian. The amount of assets required to be pledged by the Fund is determined in accordance with the CFA. The Fund retains the benefits of ownership of assets pledged to secure borrowings under the CFA. Interest charged is at the rate of one month LIBOR plus 0.70% and is payable monthly. The Fund also pays commitment fees of 0.60% per annum on the unused portion of the facility. The commitment fee for the six months ended January 31, 2012 totaled $26,680 and is included in the Interest expense in the Statement of operations. As of January 31, 2012, the Fund had borrowings of $222,300,000 at an interest rate of 0.96%, which are reflected in the CFA payable on the Statement of asset and liabilities. During the six months ended January 31, 2012, the average borrowing under the CFA and the effective average interest rate were $222,300,000 and 0.99%, respectively.

The Fund may terminate the CFA with 30 days’ notice. If certain asset coverage and collateral requirements, minimum net assets or other covenants are not met, the CFA could be deemed in default and result in termination. Absent a default or facility termination event, BNP is required to provide the Fund with 360 days’ notice prior to terminating or amending the CFA.

The Fund has an agreement with BNP that allows BNP to borrow a portion of the pledged collateral (Lent Securities) in an amount not to exceed the lesser of: (i) outstanding borrowings owed by the Fund to BNP and (ii) thirty three and one third percent of the Fund’s total assets. The Fund can designate any security within the pledged collateral as ineligible to be a Lent Security and can recall the Lent Securities. The Fund also has the right to apply and set-off an amount equal to one hundred percent (100%) of the then-current fair market value of such Lent Securities against the current borrowings under the CFA in the event that BNP fails to timely return the Lent Securities and in certain other circumstances. In such circumstances, however, the Fund may not be able to obtain replacement financing required to purchase replacement securities and, consequently, the Fund’s income generating potential may decrease. Even if the Fund is able to obtain replacement financing, it might not be able to purchase replacement securities at favorable prices. Income

24  Preferred Income Fund II | Semiannual report 

 



earned from Lent Securities is recorded as a component of interest income on the Statement of operations. During the six months ended January 31, 2012, the Fund recorded $80,363 in income on Lent Securities.

Note 8 — Purchase and sale of securities

Purchases and sales of securities, other than short-term securities, aggregated $65,942,650 and $42,965,519, respectively, for the six months ended January 31, 2012.

 

 

 

 

 

 

 

 

 

Semiannual report | Preferred Income Fund II  25 

 



Additional information

Investment objective and policy

The Fund’s primary investment objective is to provide a high level of current income, consistent with preservation of capital. The Fund’s secondary investment objective is to provide growth of capital to the extent consistent with its primary investment objective. The Fund seeks to achieve its objectives by investing in securities that, in the opinion of the Adviser, may be undervalued relative to similar securities in the marketplace.

Under normal market conditions, the Fund invests at least 80% of its assets (net assets plus borrowings for investment purposes) in preferred stocks and other preferred securities, including convertible preferred securities. In addition, the Fund invests 25% or more of its total assets in the industries comprising the utilities sector, and at least 80% of its total assets in preferred securities and other fixed-income securities which are rated investment grade or higher by Moody’s or Standard & Poor’s at the time of investment or in unrated securities determined by the Adviser to be of comparable credit quality.

Dividends and distributions

During the six-month period ended January 31, 2012, dividends from net investment income totaling $0.8400 per share were paid to shareholders. The dates of payments and amounts per share are as follows:

  INCOME 
PAYMENT DATE  DIVIDEND 

August 31, 2011  $0.1400 
September 30, 2011  0.1400 
October 31, 2011  0.1400 
November 30, 2011  0.1400 
December 19, 2011  0.1400 
January 31, 2012  0.1400 
Total  $0.8400 

 

Dividend reinvestment plan

Pursuant to the Fund’s Dividend Reinvestment Plan (the Plan), distributions of dividends and capital gains are automatically reinvested in common shares of the Fund by Computershare Trust Company, N.A. (formerly known as The Bank of New York Mellon) (the Plan Agent). Every shareholder holding at least one full share of the Fund is entitled to participate in the Plan. In addition, every shareholder who became a shareholder of the Fund after June 30, 2011 and holds at least one full share of the Fund will be automatically enrolled in the Plan. Shareholders who do not participate in the Plan will receive all distributions in cash.

If the Fund declares a dividend or distribution payable either in cash or in common shares of the Fund and the market price of shares on the payment date for the distribution or dividend equals or exceeds the Fund’s net asset value per share (NAV), the Fund will issue common shares to participants at a value equal to the higher of NAV or 95% of the market price. The number of additional shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution or dividend by the higher of NAV or 95% of the market price. If the market price is lower than NAV, or if dividends or distributions are payable only in cash, then participants will receive shares purchased by the Plan Agent on participants’ behalf on the New York Stock Exchange (the NYSE) or otherwise on the open market. If the market price exceeds

26  Preferred Income Fund II | Semiannual report 

 



NAV before the Plan Agent has completed its purchases, the average per share purchase price may exceed NAV, resulting in fewer shares being acquired than if the Fund had issued new shares.

There are no brokerage charges with respect to common shares issued directly by the Fund. However, whenever shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently $0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.

The reinvestment of dividends and net capital gains distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.

Shareholders participating in the Plan may buy additional shares of the Fund through the Plan at any time in amounts of at least $50 per investment, up to a maximum of $10,000, with a total calendar year limit of $100,000. Shareholders will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. Purchases of additional shares of the Fund will be made on the open market. Shareholders who elect to utilize monthly electronic fund transfers to buy additional shares of the Fund will be charged a $2 transaction fee plus $0.05 per share brokerage trading fee for each automatic purchase. Shareholders can also sell Fund shares held in the Plan account at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.computershare.com. Click on EquityAccess & More. The Plan Agent will mail a check to you (less applicable brokerage trading fees) on settlement date, which is three business days after your shares have been sold. If you choose to sell your shares through your stockbroker, you will need to request that the Plan Agent electronically transfer your shares to your stockbroker through the Direct Registration System.

Shareholders participating in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.computershare.com. Click on EquityAccess & More. Such termination will be effective immediately if the notice is received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination will be effective on the first trading day after the payment date for such dividend or distribution, with respect to any subsequent dividend or distribution. If you withdraw, your shares will be credited to your account; or, if you wish, the Plan Agent will sell your full and fractional shares and send you the proceeds, less a transaction fee of $5.00 and less brokerage trading fees of $0.05 per share. If a shareholder does not maintain at least one whole share of common stock in the Plan account, the Plan Agent may terminate such shareholder’s participation in the Plan after written notice. Upon termination, shareholders will be sent a check for the cash value of any fractional share in the Plan account, less any applicable broker commissions and taxes.

Shareholders who hold at least one full share of the Fund may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.computershare.com. Click on EquityAccess & More. If received in proper form by the Plan Agent before the record date of a dividend, the election will be effective with respect to all dividends paid after such record date. If you wish to participate in the Plan and your shares are held in the name of a brokerage firm, bank or other nominee, please contact your nominee to see if it will participate in the Plan for you. If you wish to participate in the Plan, but your brokerage firm, bank or other nominee is unable to participate on your behalf, you will need to request that your shares be re-registered in your own name, or you will not be able to participate. The Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by you as representing the total amount registered in your name and held for your account by your nominee.

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund and the Plan Agent reserve the right to amend or terminate the Plan. Participants generally will receive written notice at least 90 days before the effective date of any amendment.

Semiannual report | Preferred Income Fund II  27 

 



In the case of termination, participants will receive written notice at least 90 days before the record date for the payment of any dividend or distribution by the Fund.

All correspondence or additional information about the Plan should be directed to Computershare Trust Company, N.A., at the address stated below or by calling 1-800-852-0218, 1-201-680-6578 (For International Telephone Inquiries), and 1-201-680-6610 (For the Hearing Impaired (TDD)).

Shareholder communication and assistance

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

Computershare Trust Company, N.A.
Newport Office Center VII
480 Washington Boulevard
Jersey City, NJ 07310–1900
Telephone: 1-800-852-0218

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

Shareholder meeting

The Fund held its Annual Meeting of Shareholders on January 20, 2012. The following action was taken by the shareholders:

Proposal: Election of three (3) Trustees to serve for a three-year term ending at the Annual Meeting of Shareholders in 2015 or such earlier date as required by the By-laws of the Fund. Each nominee was reelected by the Fund’s shareholders and the votes cast with respect to each Trustee are set forth below.

  TOTAL VOTES  TOTAL VOTES WITHHELD 
  FOR THE NOMINEE  FROM THE NOMINEE 

Stanley Martin  18,559,485  453,103 
John A. Moore  18,588,068  424,520 
John G. Vrysen  18,603,208  409,380 


The terms of office of the following seven Trustees of the Fund had not ended and they remained in office as of the Annual Meeting date: James F. Carlin, William H. Cunningham, Deborah C. Jackson, Hugh McHaffie, Patti McGill Peterson, Steven R. Pruchansky and Gregory A. Russo. Subsequent to the Annual Meeting date, Mr. Carlin resigned from the Board.

 

 

 

 

 

 

28  Preferred Income Fund II | Semiannual report 

 



More information

Trustees  Officers  Investment adviser 
Steven R. Pruchansky  Keith F. Hartstein  John Hancock Advisers, LLC 
Chairman  President and   
Chief Executive Officer Subadviser
William H. Cunningham    John Hancock Asset
Deborah C. Jackson Andrew G. Arnott Management a division of
Stanley Martin* Senior Vice President and Chief Manulife Asset Management
Hugh McHaffie Operating Officer (US) LLC
Dr. John A. Moore*  
Vice Chairman^ Thomas M. Kinzler  Custodian
Patti McGill Peterson* Secretary and Chief Legal Officer  State Street Bank and
Gregory A. Russo   Trust Company
John G. Vrysen  Francis V. Knox, Jr.   
*Member of the Chief Compliance Officer  Transfer agent
Audit Committee   Computershare Shareowner 
†Non-Independent Trustee  Charles A. Rizzo  Services, LLC
^Effective 1-1-12 Chief Financial Officer 
  Legal counsel 
Salvatore Schiavone  K&L Gates LLP
Treasurer   
    Stock symbol 
    Listed New York Stock 
    Exchange: HPF 

 

For shareholder assistance refer to page 28

You can also contact us:   
1-800-852-0218 Regular mail: 
jhfunds.com  Computershare Shareowner Services, LLC 
  Newport Office Center VII 
  480 Washington Boulevard 
  Jersey City, NJ 07310-1900 


The Fund’s proxy voting policies and procedures, as well as the Fund’s proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) Web site at www.sec.gov or on our Web site.

The Fund’s complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The Fund’s Form N-Q is available on our Web site and the SEC’s Web site, www.sec.gov, and can be reviewed and copied (for a fee) at the SEC’s Public Reference Room in Washington, DC. Call 1-800-SEC-0330 to receive information on the operation of the SEC’s Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our Web site at www.jhfunds.com or by calling 1-800-852-0218.

The report is certified under the Sarbanes-Oxley Act, which requires closed-end funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.

Semiannual report | Preferred Income Fund II  29 

 




1-800-852-0218
1-800-231-5469 TDD
1-800-843-0090 EASI-Line
www.jhfunds.com

PRESORTED 
STANDARD  
U.S. POSTAGE 
PAID
MIS
 
 
 
 
 
 
 
 
 
 
 
 
 

 

P11SA 1/12 
3/12 

 


ITEM 2. CODE OF ETHICS.

Not applicable at this time.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable at this time.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable at this time.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable at this time.

ITEM 6. SCHEDULE OF INVESTMENTS.

(a) Not applicable.
(b) Not applicable.

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

Not applicable at this time.

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

Not applicable at this time.

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

Not applicable at this time.

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

There were no material changes to previously disclosed John Hancock Funds – Governance Committee Charter.

ITEM 11. CONTROLS AND PROCEDURES.

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

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

ITEM 12. EXHIBITS.



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

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

(c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached “John Hancock Funds – Governance Committee Charter”.

(c)(2) Contact person at the registrant.



SIGNATURES 

 

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

 

John Hancock Preferred Income Fund II 
 
 
 
By:  /s/ Keith F. Hartstein 
------------------------------ 
  Keith F. Hartstein 
  President and 
Chief Executive Officer 
 
 
Date:  March 26, 2012 

 

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

 

By:  /s/ Keith F. Hartstein 
  ------------------------------- 
Keith F. Hartstein 
President and 
  Chief Executive Officer 
 
 
Date:  March 26, 2012 
 
 
 
By:  /s/ Charles A. Rizzo 
  -------------------------------- 
Charles A. Rizzo 
  Chief Financial Officer 
 
 
Date:  March 26, 2012