EX-99.2(D) 4 b45140a1exv99w2xdy.txt SHARE CERTIFICATES
AUCTION PREFERRED SHARES, SERIES F NO PAR VALUE PER SHARE $25,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: 5 Number of Shares: 2,032 CUSIP No.: 41013X 60 1 JOHN HANCOCK PREFERRED INCOME FUND II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series F, no par value per Share, $25,000 liquidation preference per share, of John Hancock Preferred Income Fund II, a Massachusetts business trust (the "Fund"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 12, 2002, establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Fund at the offices of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Fund in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Fund /s/ Maureen R. Ford /s/ William H. King ------------------------------------- ------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: /s/ Linda Reale ---------------
Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation Equivalent JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common TEN BY ENT As tenants by the entireties and not as tenants in common UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act ADM Administrator(s) FDN Foundation PL Pubic Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of EX Executor(s), Executrix, Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares contained in the By-Laws. TRANSFER FORM For value received, ____________________ hereby sell, assign and transfer unto: ______________________________ __________________________ (Name) (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee) ____________________________________________________________________________ ____________________________________________________________________________ ________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________________ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated __________________, _______ Signature(s)______________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign. ) -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) Important Notice When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. AUCTION PREFERRED SHARES, SERIES TH NO PAR VALUE PER SHARE $25,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: 4 Number of Shares: 2,032 CUSIP No.: 41013X 50 2 JOHN HANCOCK PREFERRED INCOME FUND II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series TH, no par value per Share, $25,000 liquidation preference per share, of John Hancock Preferred Income Fund II, a Massachusetts business trust (the "Fund"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 12, 2002, establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Fund at the offices of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Fund in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Fund /s/ Maureen R. Ford /s/ William H. King --------------------------------------------- ------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: /s/ Linda Reale --------------- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation Equivalent JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common TEN BY ENT As tenants by the entireties and not as tenants in common UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act ADM Administrator(s) FDN Foundation PL Pubic Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of EX Executor(s), Executrix, Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares contained in the By-Laws. TRANSFER FORM For value received, ____________________ hereby sell, assign and transfer unto: _______________________ _________________________________ (Name) (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee) ________________________________________________________________________________ ________________________________________________________________________________ ________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________________ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated __________________, _______ Signature(s)______________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign. ) -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) Important Notice When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. AUCTION PREFERRED SHARES, SERIES W NO PAR VALUE PER SHARE $25,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: 3 Number of Shares: 2,032 CUSIP No.: 41013X 40 3 JOHN HANCOCK PREFERRED INCOME FUND II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series W, no par value per Share, $25,000 liquidation preference per share, of John Hancock Preferred Income Fund II, a Massachusetts business trust (the "Fund"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 12, 2002, establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Fund at the offices of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Fund in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Fund /s/ Maureen R. Ford /s/ William H. King --------------------------------------------- ------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: /s/ Linda Reale --------------- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation Equivalent JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common TEN BY ENT As tenants by the entireties and not as tenants in common UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act ADM Administrator(s) FDN Foundation PL Pubic Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of EX Executor(s), Executrix, Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares contained in the By-Laws. TRANSFER FORM For value received, ____________________ hereby sell, assign and transfer unto: ________________________ ___________________________________ (Name) (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee) ________________________________________________________________________________ ________________________________________________________________________________ ________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________________ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated __________________, _______ Signature(s)______________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign. ) -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) Important Notice When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. AUCTION PREFERRED SHARES, SERIES T NO PAR VALUE PER SHARE $25,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: 2 Number of Shares: 2,032 CUSIP No.: 41013X 30 4 JOHN HANCOCK PREFERRED INCOME FUND II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series T, no par value per Share, $25,000 liquidation preference per share, of John Hancock Preferred Income Fund II, a Massachusetts business trust (the "Fund"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 12, 2002, establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Fund at the offices of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Fund in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Fund /s/ Maureen R. Ford /s/ William H. King --------------------------------------------- ------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: /s/ Linda Reale --------------- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation Equivalent JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common TEN BY ENT As tenants by the entireties and not as tenants in common UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act ADM Administrator(s) FDN Foundation PL Pubic Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of EX Executor(s), Executrix, Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares contained in the By-Laws. TRANSFER FORM For value received, ____________________ hereby sell, assign and transfer unto: __________________________ _____________________________ (Name) (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee) ________________________________________________________________________________ ________________________________________________________________________________ ________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________________ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated __________________, _______ Signature(s)______________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign. ) -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) Important Notice When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate. AUCTION PREFERRED SHARES, SERIES M NO PAR VALUE PER SHARE $25,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: 1 Number of Shares: 2,032 CUSIP No.: 41013X 20 5 JOHN HANCOCK PREFERRED INCOME FUND II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Auction Preferred Shares, Series M, no par value per Share, $25,000 liquidation preference per share, of John Hancock Preferred Income Fund II, a Massachusetts business trust (the "Fund"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 12, 2002, establishing the Fund and the By-Laws of the Fund (the "By-Laws"), and all amendments and restatements thereto, copies of which are on file with the Secretary of the Fund at the offices of the Fund. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Fund in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Fund as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Fund /s/ Maureen R. Ford /s/ William H. King --------------------------------------------- ------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: /s/ Linda Reale --------------- Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Fund or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
Abbreviation Equivalent JT TEN As joint tenants, with rights of survivorship TEN IN COM As tenants in common TEN BY ENT As tenants by the entireties and not as tenants in common UNIF TRANSFERS MIN ACT Uniform Transfers to Minors Act ADM Administrator(s) FDN Foundation PL Pubic Law AGMT Agreement TR (As) trustee(s) for, of CUST Custodian for UA Under Agreement EST Estate, Of estate of UW Under will of, Of will of EX Executor(s), Executrix, Under last will & testament FBO For the benefit of
Additional abbreviations may also be used though not in the above list. This certificate is issued subject to the provisions restricting transfers of the Auction Preferred Shares contained in the By-Laws. TRANSFER FORM For value received, ____________________ hereby sell, assign and transfer unto: ___________________________ ___________________________________-- (Name) (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee) ________________________________________________________________________________ ________________________________________________________________________________ ________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________________ Attorney, to transfer such beneficial interest on the books of the Fund named therein with full power of substitution in the premises. Dated __________________, _______ Signature(s)______________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particular, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign. ) -------------------------------------- (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) Important Notice When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "Assignee" space. Alternatively, instead of using this Transfer Form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate.