-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GcLQcrO8a5P5dcG+0gunvEPfVSXQAPh7cqE9F3KZN1ObSuYPOSkfZM/le4cOyJl+ dUTlC2T+XV+EnF4zz6eb/g== 0000928816-08-000586.txt : 20080501 0000928816-08-000586.hdr.sgml : 20080501 20080501150631 ACCESSION NUMBER: 0000928816-08-000586 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 54 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 EFFECTIVENESS DATE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: John Hancock Funds III CENTRAL INDEX KEY: 0001329954 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-21777 FILM NUMBER: 08794244 BUSINESS ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6176633000 MAIL ADDRESS: STREET 1: 601 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02210 0001329954 S000001407 John Hancock Value Opportunities Fund C000003750 Class A GMSVX C000003751 Class B GOUBX C000003752 Class C GOUCX C000003753 Class I GMPIX C000003754 Class NAV GMPNX C000003755 Class R1 GOURX C000003756 Class 1 GOPOX 0001329954 S000001409 John Hancock Growth Fund C000003764 Class 1 C000003765 Class A GMOGX C000003766 Class B GORBX C000003767 Class C GORCX C000003768 Class I GORIX C000003769 Class NAV GMGNX C000003770 Class R1 GORRX C000003816 Class 3 0001329954 S000001410 John Hancock Growth Opportunities Fund C000003771 Class A GMSGX C000003772 Class B GOSBX C000003773 Class C GMPCX C000003774 Class I GOSIX C000003775 Class NAV GMONX C000003776 Class R1 GOSRX C000003777 Class 1 GOGOX 0001329954 S000001411 John Hancock International Core Fund C000003778 Class 1 C000003779 Class A GIDEX C000003780 Class B GOCBX C000003781 Class C GOCCX C000003782 Class I GOCIX C000003783 Class NAV GMINX C000003784 Class R1 GOCRX 0001329954 S000001412 John Hancock International Growth Fund C000003785 Class A GIIIX C000003786 Class B GOIBX C000003787 Class C GONCX C000003788 Class I GOGIX C000003789 Class NAV GMLNX C000003790 Class R1 GOIRX C000003791 Class 1 GOIOX 0001329954 S000001413 John Hancock Intrinsic Value Fund C000003792 Class A GMIVX C000003793 Class B GOVBX C000003794 Class C GOVCX C000003795 Class I GOVIX C000003796 Class NAV GMNNX C000003797 Class R1 GOVRX C000003798 Class 1 GOVOX 0001329954 S000001414 John Hancock U.S. Core Fund C000003799 Class NAV C000003800 Class 1 C000003801 Class A GMCTX C000003802 Class B GOTBX C000003803 Class C GOTCX C000003804 Class I GOTIX C000003805 Class R1 GOTRX 0001329954 S000014982 John Hancock International Allocation Portfolio C000040806 A C000040807 B C000040808 C C000040809 I 0001329954 S000015905 John Hancock Classic Value Mega Cap Fund C000043680 Class A C000043681 Class B C000043682 Class C C000043683 Class I C000043684 Class NAV C000043685 Class R1 0001329954 S000015906 John Hancock Global Shareholder Yield Fund C000043686 Class I C000043687 Class NAV C000043688 Class R1 C000043689 Class A C000043690 Class B C000043691 Class C N-CSR 1 a_jhfundsthree.htm JOHN HANCOCK FUNDS III a_jhfundsthree.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 811-21777
 
John Hancock Funds III
(Exact name of registrant as specified in charter)
 
601 Congress Street, Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
 
Gordon M. Shone
Treasurer
 
601 Congress Street
Boston, Massachusetts 02210
 
(Name and address of agent for service)
 
Registrant's telephone number, including area code: 617-663-3000
 
Date of fiscal year end: February 29
 
 
Date of reporting period: February 29, 2008

ITEM 1. REPORT TO SHAREHOLDERS.


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

U.S. stocks went on a wild ride during the 12-month period, highlighted both by record highs for broad market indexes and conditions deemed poor enough to warrant numerous interventions by the Federal Reserve. For the period in full the S&P 500 Index returned –3.60%, a modest move that belied its frequent violent gyrations. Growth stocks outpaced value stocks during the period. Financials and consumer discretionary were the worst-performing sectors in the Russell 1000 Value Index, while energy stocks performed the best.

"U.S. stocks went on a wild ride
during the 12-month review
period…"

For the year ended February, 29, 2008, John Hancock Intrinsic Value Fund’s Class A, Class B, Class C, Class I, Class R1 and Class 1 shares returned –12.52%, –13.13%, –13.13%, –12.18%, –12.60% and –12.13%, respectively, at net asset value while the Russell 1000 Value Index returned –7.91% and the average large value fund monitored by Morningstar, Inc. returned –6.64% .

Sector selection added to relative returns while stock selection detracted. Sector weightings adding to relative returns included an underweight in financials, while sector weightings detracting from relative returns included an overweight in consumer discretionary. Stock selections in information technology added to relative returns, while picks in consumer discretionary and financials detracted. Individual names adding to returns versus the benchmark included overweight positions in Exxon Mobil Corp., Wal-Mart Stores, Inc. and Merck & Company, Inc., while overweight positions detracting from relative returns included Citigroup, Inc., Fannie Mae and Home Depot, Inc.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

Intrinsic Value Fund | Annual report

6

A look at performance

For the periods ended February 29, 2008

   
    Average annual returns     Cumulative total returns    
    with maximum sales charge (POP)   with maximum sales charge (POP)    
 
  Inception       Since       Since
Class date 1-year 5-year 10-year inception 1-year 5-year 10-year  inception
A 6-12-06 –16.88% — — –2.50% –16.88% — — –4.26%
B 6-12-06 –17.14 — — –2.38 –17.14 — — –4.07
C 6-12-06 –13.93 — — –0.25 –13.93 — — –0.44
I 1 6-12-06 –12.18 — — 0.83 –12.18 — — 1.44
R11 6-12-06 –12.60 — — 0.24 –12.60 — — 0.41
1 1 6-12-06 –12.13 — — 0.88 –12.13 — — 1.52

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I, Class R1 and Class 1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 6-30-08. The net expenses are as follows: Class A — 1.34%, Class B — 2.04%, Class C — 2.04%, Class I — 0.95%, Class R1 — 1.69%, Class 1 — 0.90% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 1.94%, Class B — 9.00%, Class C — 10.08%, Class I —17.60%, Class R1 — 20.85%, Class 1 — 1.44% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Annual report | Intrinsic Value Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Intrinsic Value Fund Class A shares for the period indicated. For comparison, we’ve shown the same investment in the Russell 1000 Value Index.


      With maximum  
Class Period beginning Without sales charge sales charge Index
B 6-12-06 $9,957 $9,593 $10,712
C 2 6-12-06 9,956 9,956 10,712
I 3 6-12-06 10,144 10,144 10,712
R13 6-12-06 10,041 10,041 10,712
1 3 6-12-06 10,152 10,152 10,712

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I, Class R1 and Class 1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Russell 1000 Value Index is an unmanaged index containing those securities in the Russell 1000 Index with a less-than-average growth orientation.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 No contingent deferred sales charge applicable.

3 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Intrinsic Value Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value Ending value Expenses paid during
  on 9-1-07 on 2-29-08 period on 2-29-081
Class A $1,000.00 $858.12 $6.24
Class B 1,000.00 854.75 9.45
Class C 1,000.00 854.74 9.50
Class I 1,000.00 859.68 4.39
Class R1 1,000.00 858.80 5.45
Class 1 1,000.00 859.77 4.16

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | Intrinsic Value Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value on Ending value on Expenses paid during
  9-1-07 2-29-08 period on 2-29-081
Class A $1,000.00 $1,018.15 $6.77
Class B 1,000.00 1,014.67 10.27
Class C 1,000.00 1,014.62 10.32
Class I 1,000.00 1,020.14 4.77
Class R1 1,000.00 1,019.00 5.92
Class 1 1,000.00 1,020.39 4.52

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.35%, 2.05%, 2.06%, 0.95%, 1.18% and 0.90% for Class A, Class B, Class C, Class I, Class R1 and Class 1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

Intrinsic Value Fund | Annual report

10

Portfolio summary

 
Top 10 holdings1      
Exxon Mobil Corp. 7.9% Citigroup, Inc. 2.8%
 
Chevron Corp. 5.7% Home Depot, Inc. 2.4%
 
ConocoPhillips 3.4% UnitedHealth Group, Inc. 2.2%
 
Wal-Mart Stores, Inc. 3.4% The Coca-Cola Company 2.0%
 
Pfizer, Inc. 2.9% Merck & Company, Inc. 2.0%
 
 
Sector distribution1      
Consumer non-cyclical 23% Technology 6%
 
Energy 22% Communications 6%
 
Financial 15% Basic materials 2%
 
Consumer cyclical 14% Utilities 2%
 
Industrial 7% Other 3%
 


1 As a percentage of net assets on February 29, 2008.

Annual report | Intrinsic Value Fund

11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, short-term investments and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

   
Issuer Shares Value
 
Common stocks 96.51%   $17,953,838
(Cost $19,713,761)    
 
Aerospace 0.83%   154,226
Alliant Techsystems, Inc. * 100 10,494
General Dynamics Corp. 500 40,925
Goodrich Corp. 200 11,846
Northrop Grumman Corp. 200 15,722
Rockwell Collins, Inc. 200 11,780
United Technologies Corp. 900 63,459
 
Aluminum 0.36%   66,852
Alcoa, Inc. 1,800 66,852
 
Apparel & Textiles 0.71%   132,976
Coach, Inc. * 1,100 33,352
Jones Apparel Group, Inc. 800 11,288
Liz Claiborne, Inc. 1,100 19,558
Mohawk Industries, Inc. * 200 14,282
NIKE, Inc. , Class B 400 24,080
VF Corp. 400 30,416
 
Auto Parts 0.79%   147,016
Autoliv, Inc. 100 4,990
AutoZone, Inc. * 200 23,016
BorgWarner, Inc. 400 17,244
Johnson Controls, Inc. 2,500 82,150
O’Reilly Automotive, Inc. * 400 10,784
TRW Automotive Holdings Corp. * 400 8,832
 
Auto Services 0.24%   45,343
AutoNation, Inc. * 1,700 24,769
Avis Budget Group, Inc. * 1,800 20,574
 
Automobiles 0.97%   180,604
Ford Motor Company * 11,300 73,789
General Motors Corp. 1,700 39,576
PACCAR, Inc. 1,550 67,239

See notes to financial statements

Intrinsic Value Fund | Annual report

12

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

Issuer Shares Value
 
Banking 3.11%   $578,854
Bank of America Corp. 8,100 321,894
BB&T Corp. 1,400 43,582
Comerica, Inc. 1,100 39,864
Fifth Third Bancorp 600 13,740
First Horizon National Corp. 800 12,992
National City Corp. 3,400 53,924
U. S. Bancorp 2,900 92,858
 
Biotechnology 0.58%   107,166
Amgen, Inc. * 700 31,864
Biogen Idec, Inc. * 800 46,688
Charles River Laboratories International, Inc. * 200 11,716
Invitrogen Corp. * 200 16,898
 
Broadcasting 0.18%   33,850
Discovery Holding Company * 1,000 22,570
Liberty Global, Inc. , Class A * 300 11,280
 
Building Materials & Construction 0.16%   29,982
Lennox International, Inc. 300 11,292
Masco Corp. 1,000 18,690
 
Business Services 0.67%   125,305
Affiliated Computer Services, Inc. , Class A * 500 25,375
Cadence Design Systems, Inc. * 700 7,434
FactSet Research Systems, Inc. 200 10,528
Fiserv, Inc. * 900 47,358
NCR Corp. * 700 15,512
R. R. Donnelley & Sons Company 600 19,098
 
Cellular Communications 0.05%   9,380
Telephone & Data Systems, Inc. 200 9,380
 
Chemicals 0.55%   102,268
Air Products & Chemicals, Inc. 200 18,266
Celanese Corp. , Series A 300 11,670
Dow Chemical Company 1,000 37,690
FMC Corp. 200 11,322
Lubrizol Corp. 400 23,320
 
Colleges & Universities 0.06%   11,880
Career Education Corp. * 800 11,880
 
Commercial Services 0.07%   12,876
Shaw Group, Inc. * 200 12,876
 
Computers & Business Equipment 3.89%   722,770
Cisco Systems, Inc. * 9,200 224,204
Dell, Inc. * 5,600 111,160
EMC Corp. * 5,700 88,578
Foundry Networks, Inc. * 600 7,122
Hewlett-Packard Company 1,000 47,770

See notes to financial statements

Annual report | Intrinsic Value Fund

13

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

Issuer Shares Value
 
Computers & Business Equipment (continued)    
Ingram Micro, Inc. , Class A * 1,000 $15,270
International Business Machines Corp. 1,300 148,018
Juniper Networks, Inc. * 600 16,092
Lexmark International, Inc. * 500 16,515
Tech Data Corp. * 700 23,345
Western Digital Corp. * 800 24,696
 
Construction & Mining Equipment 0.07%   12,093
Rowan Companies, Inc. 300 12,093
 
Construction Materials 0.10%   18,020
Trane, Inc. 400 18,020
 
Cosmetics & Toiletries 0.94%   174,641
Colgate-Palmolive Company 300 22,827
Kimberly-Clark Corp. 400 26,072
Procter & Gamble Company 1,900 125,742
 
Crude Petroleum & Natural Gas 2.77%   515,272
Apache Corp. 1,000 114,710
Cimarex Energy Company 300 15,810
Devon Energy Corp. 500 51,360
Forest Oil Corp. * 200 9,866
Hess Corp. 400 37,272
Occidental Petroleum Corp. 3,200 247,584
Patterson-UTI Energy, Inc. 600 14,238
Sunoco, Inc. 400 24,432
 
Drugs & Health Care 0.26%   47,982
Wyeth 1,100 47,982
 
Educational Services 0.22%   41,118
Apollo Group, Inc. , Class A * 400 24,552
ITT Educational Services, Inc. * 300 16,566
 
Electrical Utilities 1.46%   271,731
American Electric Power Company, Inc. 800 32,736
Constellation Energy Group, Inc. 400 35,340
Edison International 800 39,520
Entergy Corp. 300 30,822
FPL Group, Inc. 500 30,145
Mirant Corp. * 300 11,100
PPL Corp. 200 9,076
Public Service Enterprise Group, Inc. 1,200 52,920
Quanta Services, Inc. * 400 9,552
Reliant Energy, Inc. * 900 20,520
 
Electronics 0.62%   115,612
Arrow Electronics, Inc. * 400 13,044
Avnet, Inc. * 600 20,226
L-3 Communications Holdings, Inc. 600 63,774
Synopsys, Inc. * 800 18,568

See notes to financial statements

Intrinsic Value Fund | Annual report

14

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

Issuer Shares Value
 
Energy 0.09%   $16,508
NRG Energy, Inc. * 400 16,508
 
Financial Services 4.30%   799,169
Citigroup, Inc. 21,900 519,249
Countrywide Financial Corp. (a) 1,400 8,834
Federal Home Loan Mortgage Corp. 300 7,554
Federal National Mortgage Association 7,200 199,080
Janus Capital Group, Inc. 400 9,688
Leucadia National Corp. 300 13,578
T. Rowe Price Group, Inc. (c) 200 10,106
Washington Mutual, Inc. 2,100 31,080
 
Food & Beverages 3.55%   659,767
Coca-Cola Enterprises, Inc. 400 9,772
Kraft Foods, Inc. , Class A 1,222 38,090
PepsiAmericas, Inc. 500 12,650
PepsiCo, Inc. 2,700 187,812
Pilgrim’s Pride Corp. (a) 300 7,038
The Coca-Cola Company 6,400 374,144
Tyson Foods, Inc. , Class A 2,100 30,261
 
Forest Products 0.16%   30,600
Weyerhaeuser Company 500 30,600
 
Healthcare Products 3.27%   608,596
Johnson & Johnson 5,400 334,584
Medtronic, Inc. 1,100 54,296
Patterson Companies, Inc. * 600 21,120
Stryker Corp. 1,200 78,132
Zimmer Holdings, Inc. * 1,600 120,464
 
Healthcare Services 5.55%   1,032,455
Cardinal Health, Inc. 1,400 82,796
Coventry Health Care, Inc. * 900 46,683
Express Scripts, Inc. * 1,100 65,010
McKesson Corp. 3,000 176,280
Medco Health Solutions, Inc. * 2,000 88,620
Quest Diagnostics, Inc. 600 28,602
UnitedHealth Group, Inc. 9,000 418,320
WellPoint, Inc. * 1,800 126,144
 
Holdings Companies/Conglomerates 1.71%   318,144
General Electric Company 9,600 318,144
 
Homebuilders 0.45%   84,043
Centex Corp. 600 13,314
D. R. Horton, Inc. 1,500 21,045
KB Home (a) 300 7,179
Lennar Corp. , Class A (a) 700 13,027
M. D. C. Holdings, Inc. 400 16,752
Toll Brothers, Inc. * 600 12,726

See notes to financial statements

Annual report | Intrinsic Value Fund

15

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

Issuer Shares Value
 
Hotels & Restaurants 0.58%   $108,220
McDonald’s Corp. 2,000 108,220
 
Household Products 0.10%   18,566
Energizer Holdings, Inc. * 200 18,566
 
Industrial Machinery 1.51%   280,648
AGCO Corp. * 200 12,972
Cummins, Inc. 400 20,152
Deere & Company 1,600 136,336
Ingersoll-Rand Company, Ltd. , Class A 600 25,116
ITT Corp. 300 16,872
Kennametal, Inc. 400 12,148
Pall Corp. 300 11,811
Parker-Hannifin Corp. 700 45,241
 
Insurance 7.87%   1,464,450
ACE, Ltd. 1,100 61,864
Aetna, Inc. 1,500 74,400
AFLAC, Inc. 1,300 81,133
Allstate Corp. 5,100 243,423
Ambac Financial Group, Inc. (a) 800 8,912
American International Group, Inc. 6,200 290,532
Aon Corp. 800 33,288
Chubb Corp. 1,200 61,080
CIGNA Corp. 800 35,664
Commerce Group, Inc. 400 14,496
Everest Re Group, Ltd. 100 9,688
First American Corp. 700 24,381
Hartford Financial Services Group, Inc. 500 34,950
HCC Insurance Holdings, Inc. 400 9,624
MBIA, Inc. (a) 800 10,376
MGIC Investment Corp. (a) 800 11,848
Nationwide Financial Services, Inc. , Class A 400 16,500
Old Republic International Corp. 1,600 21,952
Progressive Corp. * 2,600 47,658
Protective Life Corp. 400 15,436
Prudential Financial, Inc. 900 65,673
SAFECO Corp. 500 23,130
The Travelers Companies, Inc. 3,300 153,153
Torchmark Corp. 700 42,182
Transatlantic Holdings, Inc. 200 13,480
UnumProvident Corp. 2,100 48,111
W. R. Berkley Corp. 400 11,516

See notes to financial statements

Intrinsic Value Fund | Annual report

16

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

Issuer Shares Value
 
International Oil 17.68%   $3,288,176
Anadarko Petroleum Corp. 1,100 70,114
Chevron Corp. 12,200 1,057,252
ConocoPhillips 7,700 636,867
Exxon Mobil Corp. 16,900 1,470,469
Murphy Oil Corp. 200 16,076
Noble Corp. 200 9,830
Weatherford International, Ltd. * 400 27,568
 
Internet Content 0.25%   47,118
Google, Inc. , Class A * 100 47,118
 
Internet Retail 0.44%   82,637
eBay, Inc. * 2,700 71,172
Expedia, Inc. * 500 11,465
 
Internet Software 0.22%   41,301
McAfee, Inc. * 300 9,981
VeriSign, Inc. * 900 31,320
 
Leisure Time 0.03%   4,887
Brunswick Corp. 300 4,887
 
Life Sciences 0.05%   9,928
PerkinElmer, Inc. 400 9,928
 
Liquor 0.13%   23,545
Anheuser-Busch Companies, Inc. 500 23,545
 
Manufacturing 1.87%   348,626
3M Company 1,600 125,440
Danaher Corp. 700 51,905
Eaton Corp. 200 16,126
Harley-Davidson, Inc. 800 29,728
Honeywell International, Inc. 1,000 57,540
Illinois Tool Works, Inc. 200 9,814
Pentair, Inc. 300 9,786
SPX Corp. 100 10,230
Tyco International, Ltd. 950 38,057
 
Metal & Metal Products 0.09%   16,638
Reliance Steel & Aluminum Company 300 16,638
 
Office Furnishings & Supplies 0.04%   7,959
Office Depot, Inc. * 700 7,959
 
Paper 0.06%   11,491
Smurfit-Stone Container Corp. * 1,100 8,745
Temple-Inland, Inc. 200 2,746
 
Petroleum Services 1.10%   203,766
Helmerich & Payne, Inc. 300 13,449
Tidewater, Inc. 200 11,230
Valero Energy Corp. 3,100 179,087

See notes to financial statements

Annual report | Intrinsic Value Fund

17

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

Issuer Shares Value
 
Pharmaceuticals 6.73%   $1,252,532
Abbott Laboratories 1,400 74,970
AmerisourceBergen Corp. 1,700 70,924
Bristol-Myers Squibb Company 900 20,349
Eli Lilly & Company 1,200 60,024
Forest Laboratories, Inc. * 1,300 51,701
Gilead Sciences, Inc. * 600 28,392
King Pharmaceuticals, Inc. * 1,400 14,840
Merck & Company, Inc. 8,400 372,120
Pfizer, Inc. 24,600 548,088
Watson Pharmaceuticals, Inc. * 400 11,124
 
Publishing 0.43%   79,687
Gannett Company, Inc. 2,100 63,315
McGraw-Hill Companies, Inc. 400 16,372
 
Railroads & Equipment 0.27%   49,904
Union Pacific Corp. 400 49,904
 
Real Estate 0.15%   27,810
Annaly Capital Management, Inc. , REIT 1,000 20,690
Thornburg Mortgage, Inc. , REIT 800 7,120
 
Retail Grocery 0.34%   62,825
SUPERVALU, Inc. 1,100 28,875
The Kroger Company 1,400 33,950
 
Retail Trade 9.84%   1,830,925
Abercrombie & Fitch Company, Class A 400 31,012
Advance Auto Parts, Inc. 300 10,062
American Eagle Outfitters, Inc. 600 12,822
Bed Bath & Beyond, Inc. * 1,100 31,174
Best Buy Company, Inc. 200 8,602
BJ’s Wholesale Club, Inc. * 600 18,936
Costco Wholesale Corp. 200 12,384
CVS Caremark Corp. 900 36,342
Dollar Tree Stores, Inc. * 1,300 34,879
Family Dollar Stores, Inc. 700 13,405
Home Depot, Inc. 16,800 446,040
Kohl’s Corp. * 1,100 48,884
Lowe’s Companies, Inc. 10,600 254,082
Staples, Inc. 2,100 46,725
Target Corp. 2,300 121,003
Tiffany & Company 400 15,056
Walgreen Company 1,500 54,765
Wal-Mart Stores, Inc. 12,800 634,752
 
Semiconductors 0.42%   78,718
Cypress Semiconductor Corp. * 400 8,696
Intel Corp. 1,600 31,920

See notes to financial statements

Intrinsic Value Fund | Annual report

18

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

Issuer Shares Value
 
Semiconductors (continued)    
Intersil Corp. , Class A 400 $9,308
KLA-Tencor Corp. 400 16,804
Teradyne, Inc. * 1,000 11,990
 
Software 2.57%   478,487
CA, Inc. 800 18,304
Compuware Corp. * 1,700 13,532
Intuit, Inc. * 400 10,624
Microsoft Corp. 12,100 329,362
Novell, Inc. * 1,700 12,665
Oracle Corp. * 5,000 94,000
 
Telecommunications Equipment & Services 2.33%   432,684
ADC Telecommunications, Inc. * 700 9,569
QUALCOMM, Inc. 3,900 165,243
Verizon Communications, Inc. 7,100 257,872
 
Telephone 0.62%   115,312
AT&T, Inc. 3,127 108,913
Sprint Nextel Corp. 900 6,399
 
Tobacco 1.38%   255,990
Altria Group, Inc. 3,500 255,990
 
Toys, Amusements & Sporting Goods 0.23%   42,513
Hasbro, Inc. 900 23,193
Mattel, Inc. 1,000 19,320
 
Transportation 0.07%   12,544
Overseas Shipholding Group, Inc. 200 12,544
 
Trucking & Freight 0.37%   68,852
FedEx Corp. 400 35,252
United Parcel Service, Inc. , Class B 400 28,096
YRC Worldwide, Inc. * 400 5,504

See notes to financial statements

Annual report | Intrinsic Value Fund

19

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

 
  Principal  
Issuer, description, maturity date amount Value
 
Short-term investments 0.36%   $66,544
(Cost $66,544)    
John Hancock Cash Investment Trust, 3.5681% (c)(f) $66,544 $66,544
 
Repurchase agreements 3.30%   $614,000
(Cost $614,000)    
Repurchase Agreement with State Street Corp. dated 2-29-08 at    
2.35% to be repurchased at $614,120 on 3-3-08,    
collateralized by $635,000 Federal National Mortgage    
Association, 5.57%, due 7-14-28 (valued at $627,856,    
including interest) $614,000 $614,000
 
Total investments (cost $20,394,305)† 100.17%   $18,634,382
 
Liabilities in excess of other assets (0.17%)   (31,753)
 
Total net assets 100.00%   $18,602,629

Percentages are stated as a percent of net assets.

REIT Real Estate Investment Trust

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $20,445,250. Net unrealized depreciation aggregated $1,810,868, of which $821,067 related to appreciated investment securities and $2,631,935 related to depreciated investment securities.

See notes to financial statements

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20

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 2-29-08

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 and the maximum public offering price per share.

Assets  
Investments in unaffiliated issuers, at value (cost $19,713,761) including  
$65,239 of securities loaned (Note 2) $17,953,838
Repurchase agreement, at value (cost $614,000) (Note 2) 614,000
Investments in affiliated issuers, at value (cost $66,544) (Note 2) 66,544
 
Total investments, at value (cost $20,394,305) 18,634,382
Cash 795
Cash collateral at broker for futures contracts 45,360
Receivable for fund shares sold 14,248
Dividends and interest receivable (net of tax) 41,399
Receivable due from adviser 3,880
Other assets 96
 
Total assets 18,740,160
 
Liabilities  
Payable for fund shares repurchased 8,899
Payable upon return of securities loaned (Note 2) 66,544
Payable for futures variation margin 10,350
Payable to affiliates  
Fund administration fees 193
Transfer agent fees 2,816
Distribution and service fees 195
Trustees’ fees 73
Other payables and accrued expenses 48,461
 
Total liabilities 137,531
 
Net assets  
Capital paid-in $20,812,480
Undistributed net investment income 26,236
Accumulated undistributed net realized gain (loss) on investments and futures contracts (464,411)
Net unrealized appreciation (depreciation) on investments and futures contracts (1,771,676)
 
Net assets $18,602,629

See notes to financial statements

Annual report | Intrinsic Value Fund

21

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

Statement of assets and liabilities (continued)

Net asset value per share  
The Funds have an unlimited number of shares authorized with no par value.  
Net asset value is calculated by dividing the net assets of each class of shares  
by the number of outstanding shares in the class.  
 
Class A  
Net assets $17,554,568
Shares outstanding 964,495
Net asset value and redemption price per share $18.20
 
Class B1  
Net assets $289,866
Shares outstanding 15,942
Net asset value and offering price per share $18.18
 
Class C1  
Net assets $413,575
Shares outstanding 22,744
Net asset value and offering price per share $18.18
 
Class I  
Net assets $134,704
Shares outstanding 7,396
Net asset value, offering price and redemption price per share $18.21
 
Class R1  
Net assets $108,385
Shares outstanding 5,968
Net asset value, offering price and redemption price per share $18.16
 
Class 1  
Net assets $101,531
Shares outstanding 5,575
Net asset value, offering price and redemption price per share $18.21
 
Maximum public offering price per share  
Class A (net asset value per share ÷ 95%)2 $19.16

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Intrinsic Value Fund | Annual report

22

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

Statement of operations For the year ended 2-29-08

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 $470,439
Interest 32,387
Securities lending 849
Income from affiliated issuers 205
 
Total investment income 503,880
 
Expenses  
Investment management fees (Note 3) 163,557
Distribution and service fees (Note 3) 68,124
Transfer agent fees (Note 3) 18,272
Fund administration fees (Note 3) 9,581
Blue sky fees (Note 3) 76,510
Audit and legal fees 66,930
Printing and postage fees (Note 3) 7,298
Custodian fees 27,821
Trustees’ fees (Note 3) 1,535
Registration and filing fees 24,473
Miscellaneous 295
 
Total expenses 464,396
Less expense reductions (Note 3) (176,615)
 
Net expenses 287,781
 
Net investment income 216,099
 
Realized and unrealized gain (loss)  
 
Net realized gain (loss) on  
Investments in unaffiliated issuers 628,405
Futures contracts (11,356)
  617,049
Change in net unrealized appreciation (depreciation) of  
Investments in unaffiliated issuers (3,482,374)
Futures contracts (8,396)
  (3,490,770)
 
Net realized and unrealized gain (loss) (2,873,721)
 
Increase (decrease) in net assets from operations ($2,657,622)

See notes to financial statements

Annual report | Intrinsic Value Fund

23

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

Statement 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.

  Year Year
  ended ended
  2-28-071 2-29-08
 
Increase (decrease) in net assets    
From operations    
Net investment income $143,510 $216,099
Net realized gain (loss) 526,061 617,049
Change in net unrealized appreciation (depreciation) 1,719,094 (3,490,770)
 
Increase (decrease) in net assets resulting from operations 2,388,665 (2,657,622)
 
Distributions to shareholders    
From net investment income    
Class A (108,035) (224,181)
Class B (1,017) (1,449)
Class C (762) (2,335)
Class I (985) (2,359)
Class R1 (620) (1,273)
Class 1 (914) (1,843)
From net realized gain    
Class A (179,361) (1,330,407)
Class B (3,802) (23,393)
Class C (2,850) (37,862)
Class I (1,241) (10,289)
Class R1 (1,118) (8,307)
Class 1 (1,118) (7,782)
 
Total distributions (301,823) (1,651,480)
 
From Fund share transactions (Note 6) 18,224,388 2,600,501
 
Total increase (decrease) 20,311,230 (1,708,601)
 
Net assets    
Beginning of year — 20,311,230
 
End of year $20,311,230 $18,602,629
 
Undistributed net investment income $43,586 $26,236

1 Period from 6-12-06 (commencement of operations) to 2-28-07.

See notes to financial statements

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24

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

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.

CLASS A SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.68
Net investment income (loss)2 0.18 0.24
Net realized and unrealized gain    
(loss) on investments 2.85 (2.93)
Total from investment operations 3.03 (2.69)
Less distributions    
From net investment income (0.13) (0.26)
From net realized gain (0.22) (1.53)
  (0.35) (1.79)
Net asset value, end of period $22.68 $18.20
Total return3,4 (%) 15.19 5 (12.52)
 
Ratios and supplemental data    
Net assets, end of period (in millions) $19 $18
Ratios (as a percentage of average net assets):    
Expenses before reductions 1.94 6 1.89
Expenses net of fee waivers, if any 1.34 6 1.35
Expenses net of all fee waivers and credits 1.34 6 1.35
Net investment income (loss) 1.13 6 1.05
Portfolio turnover (%) 32 5 72

1 Class A shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

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25

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

Financial highlights

CLASS B SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.64
Net investment income (loss)2 0.07 0.08
Net realized and unrealized gain    
(loss) on investments 2.85 (2.92)
Total from investment operations 2.92 (2.84)
Less distributions    
From net investment income (0.06) (0.09)
From net realized gain (0.22) (1.53)
  (0.28) (1.62)
Net asset value, end of period $22.64 $18.18
Total return3,4 (%) 14.61 5 (13.13)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 6 — 6
Ratios (as a percentage of average net assets):    
Expenses before reductions 9.00 7 6.13
Expenses net of fee waivers, if any 2.04 7 2.06
Expenses net of all fee waivers and credits 2.04 7 2.05
Net investment income (loss) 0.42 7 0.35
Portfolio turnover (%) 32 5 72

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

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26

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

Financial highlights

CLASS C SHARES

Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.64
Net investment income (loss)2 0.06 0.08
Net realized and unrealized gain    
(loss) on investments 2.86 (2.92)
Total from investment operations 2.92 (2.84)
Less distributions    
From net investment income (0.06) (0.09)
From net realized gain (0.22) (1.53)
  (0.28) (1.62)
Net asset value, end of period $22.64 $18.18
Total return3,4 (%) 14.61 5 (13.13)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 6 — 6
Ratios (as a percentage of average net assets):    
Expenses before reductions 10.08 7 6.21
Expenses net of fee waivers, if any 2.04 7 2.06
Expenses net of all fee waivers and credits 2.04 7 2.05
Net investment income (loss) 0.37 7 0.36
Portfolio turnover (%) 32 5 72

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

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27

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

Financial highlights

CLASS I SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.70
Net investment income (loss)2 0.24 0.32
Net realized and unrealized gain    
(loss) on investments 2.86 (2.93)
Total from investment operations 3.10 (2.61)
Less distributions    
From net investment income (0.18) (0.35)
From net realized gain (0.22) (1.53)
  (0.40) (1.88)
Net asset value, end of period $22.70 $18.21
Total return3,4 (%) 15.50 5 (12.18)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 6 — 6
Ratios (as a percentage of average net assets):    
Expenses before reductions 17.60 7 13.79
Expenses net of fee waivers, if any 0.95 7 0.95
Expenses net of all fee waivers and credits 0.95 7 0.95
Net investment income (loss) 1.53 7 1.45
Portfolio turnover (%) 32 5 72

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

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28

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

Financial highlights

CLASS R1 SHARES

Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.63
Net investment income (loss)2 0.12 0.21
Net realized and unrealized gain    
(loss) on investments 2.85 (2.92)
Total from investment operations 2.97 (2.71)
Less distributions    
From net investment income (0.12) (0.23)
From net realized gain (0.22) (1.53)
  (0.34) (1.76)
Net asset value, end of period $22.63 $18.16
Total return3,4 (%) 14.88 5 (12.60)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 6 — 6
Ratios (as a percentage of average net assets):    
Expenses before reductions 20.85 7 15.27
Expenses net of fee waivers, if any 1.69 7 1.45
Expenses net of all fee waivers and credits 1.69 7 1.45
Net investment income (loss) 0.78 7 0.95
Portfolio turnover (%) 32 5 72

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

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29

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

Financial highlights

CLASS 1 SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.70
Net investment income (loss)2 0.25 0.34
Net realized and unrealized gain    
(loss) on investments 2.85 (2.94)
Total from investment operations 3.10 (2.60)
Less distributions    
From net investment income (0.18) (0.36)
From net realized gain (0.22) (1.53)
  (0.40) (1.89)
Net asset value, end of period $22.70 $18.21
Total return3,4 (%) 15.53 5 (12.13)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 6 — 6
Ratios (as a percentage of average net assets):    
Expenses before reductions 1.44 7 1.47
Expenses net of fee waivers, if any 0.90 7 0.90
Expenses net of all fee waivers and credits 0.90 7 0.90
Net investment income (loss) 1.58 7 1.50
Portfolio turnover (%) 32 5 72

1 Class 1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized

See notes to financial statements

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30

Notes to financial statements

1. Organization

John Hancock Intrinsic Value Fund (the Fund) is a non-diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek long-term capital growth.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I, Class R1 and Class 1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. Class 1 shares are sold only to certain exempt separate accounts of John Hancock USA and John Hancock New York. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Interna l Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 802,790, 5,571, 5,529 and 5,575 shares of beneficial interest of Class A, Class I, Class R1 and Class 1, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT),

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31

an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of MFC, are valued at their net asset value each business day. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Funds will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after

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32

November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161), Disclosures about Derivative Instruments and Hedging Activities , an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 161 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefi t of the Fund and the counterparty.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

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The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collat eral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley), which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of fund securities of the Fund. The risk of having one primary borrower of securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008, the Fund loaned securities having a market value of $65,239 collateralized by securities in the amount of $66,544.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability

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of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

The following is a summary of open futures contracts on February 29, 2008:

          UNREALIZED
  NUMBER OF   EXPIRATION NOTIONAL APPRECIATION
OPEN CONTRACTS CONTRACTS POSITION DATE AMOUNT (DEPRECIATION)
S&P Mini 500 Index Futures 6 Long Mar 2008 $399,390 ($11,753)

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $425,219 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes , an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $270,360 and long-term capital gain $31,463. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $1,019,233 and long-term capital gain $632,247. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $26,236 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to derivative transactions.

3. Investment advisory and
other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.78% of the first $500,000,000 of the Fund’s aggregate daily net assets; (b) 0.76% of the next $500,000,000 of the Fund’s aggregate daily net assets; (c) 0.75% of the Fund’s next $1,500,000,000 of the Fund’s aggregate daily net assets; and (d) 0.74% of the Fund’s aggregate daily net assets in excess of $2,500,000,000. Aggregate net assets include

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the net assets of the Fund and Intrinsic Value Trust, a series of John Hancock Trust and Intrinsic Value Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.78% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.08% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.35% for Class A shares, 2.05% for Class B, 2.05% for Class C, 0.95% for Class I, 1.45% for Class R1 and 0.90% for Class 1. Accordingly, the expense reductions or reimbursements related to this agreement were $107,537, $16,704, $16,870, $18,453, $16,037 and $664 for Class A, Class B, Class C, Class I, Class R1 and Class 1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $9,581 with an annual effective rate of 0.05% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C, Class R1 and Class 1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00%, 0.50% and 0.05% of average daily net asset value of Class A, Class B, Class C, Class R1 and Class 1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended

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February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $22,389 with regard to sales of Class A shares. Of this amount, $3,598 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $18,738 was paid as sales commissions to unrelated broker-dealers; and $53 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $216 for Class B shares and $664 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $179.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $171 for transfer agent credits earned.

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Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and Transfer   Printing and
Share class service fees agent fees Blue sky fees postage fees
Class A $59,322 $16,276 $14,643 $6,887
Class B 4,098 844 14,450 —
Class C 4,059 837 14,312 321
Class I — 75 17,658 60
Class R1 587 240 15,447 3
Class 1 58 — — 27
Total $68,124 $18,272 $76,510 $7,298

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50%. In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05%. For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the years ended February 28, 2007, and February 29, 2008, were as follows:

    Year ended 2-28-071 Year ended 2-29-08
  Shares Amount Shares Amount
Class A shares        
Sold 838,725 $17,032,947 133,987 $2,940,726
Distributions reinvested 12,374 281,144 76,470 1,516,395
Repurchased (4,497) (101,945) (92,564) (2,053,477)
Net increase (decrease) 846,602 $17,212,146 117,893 $2,403,644
 
Class B shares        
Sold 25,686 $554,475 5,662 $132,547
Distributions reinvested 201 4,563 1,131 22,436
Repurchased (5,219) (119,072) (11,519) (264,243)
Net increase (decrease) 20,668 $439,966 (4,726) ($109,260)
 
Class C shares        
Sold 23,486 $503,103 16,074 $359,010
Distributions reinvested 135 3,064 1,822 36,151
Repurchased (10,948) (251,638) (7,825) (155,541)
Net increase (decrease) 12,673 $254,529 10,071 $239,620
 
Class I shares        
Sold 5,547 $111,000 1,135 $26,925
Distributions reinvested 98 2,226 638 12,648
Repurchased — — (22) (500)
Net increase (decrease) 5,645 $113,226 1,751 $39,073
 
Class R1 shares        
Sold 5,033 $100,750 407 $8,923
Distributions reinvested 76 1,738 484 9,580
Repurchased — — (32) (704)
Net increase (decrease) 5,109 $102,488 859 $17,799
 
Class 1 shares        
Sold 5,000 $100,000 — —
Distributions reinvested 90 2,033 485 9,625
Net increase (decrease) 5,090 $102,033 485 $9,625
 
Net increase (decrease) 895,787 $18,224,388 126,333 $2,600,501

1Period from 6-12-06 (commencement of operations) to 2-28-07.

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $15,745,342 and $14,402,123, respectively.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Intrinsic Value Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Intrinsic Value Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $632,247 as a long-term capital gain dividend. With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 69.12% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees

 
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund Funds overseen
directorships during past 5 years since 1 by Trustee
 
James F. Carlin, Born: 1940 2006 55
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995);
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee,
Massachusetts Health and Education Tax Exempt Trust (1993–2003) .    
 
William H. Cunningham, Born: 1944 2006 55
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007);
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc.
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance)
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000),
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001);
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003) .  
 
Charles L. Ladner,2 Born: 1938 2006 55
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L. P. (gas distribution)
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005) .
 
John A. Moore, 2 Born: 1939 2006 55
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution)
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research)
(until 2007) .    

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Independent Trustees (continued)

   
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund Funds overseen
directorships during past 5 years since 1 by Trustee
 
Patti McGill Peterson,2 Born: 1943 2006 55
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for
International Exchange of Scholars and Vice President, Institute of International Education (until 2007);
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational
Exchange (since 2003) .    
 
Steven R. Pruchansky, Born: 1944 2006 55
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty
Trust (until 1994); President, Maxwell Building Corp. (until 1991) .    

Non-Independent Trustees 3

 
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund Funds overseen
directorships during past 5 years since 1 by Trustee
 
James R. Boyle, Born: 1959 2006 265
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005);
Senior Vice President, The Manufacturers Life Insurance Company (U. S. A. ) (until 2004) .  

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Principal officers who are not Trustees

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
Keith F. Hartstein, Born: 1956 2006
President and Chief Executive Officer  
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief  
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director,
MFC Global Investment Management (U. S. ), LLC (MFC Global (U. S. )) (since 2005); Director, John  
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director,
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC
Global (U.S. ) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005) .  
 
Thomas M. Kinzler, Born: 1955 2006
Secretary and Chief Legal Officer  
Vice President and Counsel, John Hancock Life Insurance Company (U. S. A. ) (since 2006); Secretary and
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel,
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier
Funds (2004–2006) .  
 
Francis V. Knox, Jr. , Born: 1947 2006
Chief Compliance Officer  
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC,
the Adviser and MFC Global (U. S. ) (since 2005); Vice President and Chief Compliance Officer, John
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005);
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics &
Compliance Officer, Fidelity Investments (until 2001) .  
 
Charles A. Rizzo, Born: 1957 2007
Chief Financial Officer  
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis-
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007);
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);  
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002) .
 
Gordon M. Shone, Born: 1956 2006
Treasurer  
Senior Vice President, John Hancock Life Insurance Company (U.S. A. ) (since 2001); Treasurer, John
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President,
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The
Manufacturers Life Insurance Company (U. S. A. ) (1998–2000) .  

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Principal officers who are not Trustees (continued)

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
John G. Vrysen, Born: 1955 2006
Chief Operating Officer  
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since  
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment  
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds,
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director,
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC
Global (U. S. ) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005);
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed  
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan
(2000–2004) .  

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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45

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone On the Fund’s Web site On the SEC’s Web site
1-800-225-5291 www. jhfunds. com/proxy www. sec. gov
 
Investment adviser Custodian Legal counsel
John Hancock Investment State Street Bank & Trust Co. Kirkpatrick & Lockhart
Management Services, LLC 2 Avenue de Lafayette Preston Gates Ellis LLP
601 Congress Street Boston, MA 02111 One Lincoln Street
Boston, MA 02210-2805   Boston, MA 02111-2950
Transfer agent
Subadviser John Hancock Signature Independent registered
Grantham, Mayo, Van Services, Inc. public accounting firm
Otterloo & Co. LLC P. O. Box 9510 PricewaterhouseCoopers LLP
40 Rowes Wharf Portsmouth, NH 03802-9510 125 High Street
Boston, MA 02110   Boston, MA 02110
 
Principal distributor    
John Hancock Funds, LLC    
601 Congress Street    
Boston, MA 02210-2805    

How to contact us  
 
Internet www. jhfunds.com  
 
Mail Regular mail: Express mail:
  John Hancock Signature John Hancock Signature
  Services, Inc. Services, Inc.
  P. O. Box 9510 Mutual Fund Image Operations
  Portsmouth, NH 03802-9510 164 Corporate Drive
    Portsmouth, NH 03801
 
Phone Customer service representatives 1-800-225-5291
  EASI-Line 1-800-338-8080
  TDD line 1-800-554-6713

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

Intrinsic Value Fund | Annual report

46


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www. jhfunds.com

Now available: electronic delivery

www. jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Intrinsic Value Fund. 5100A   2/08
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.   4/08


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

U.S. stocks went on a wild ride during the 12-month period highlighted both by record highs for broad market indexes and conditions deemed poor enough to warrant numerous interventions by the Federal Reserve. For the period in full the S&P 500 Index finished down 3.60%, a modest move which belied its frequent violent gyrations. Growth stocks outpaced value stocks during the period. Financials and consumer discretionary were the worst-performing sectors in the Russell 2500 Value Index, while energy stocks performed the best.

“U.S. stocks went on a wild ride
during the 12-month review
period…”

For the 12 months ended February, 29, 2008, John Hancock Value Opportunities Fund’s Class A, Class B, Class C, Class I, Class R1 and Class 1 shares returned –19.45%, –20.08%, –20.03%, –19.16%, –19.57% and –19.12%, respectively, at net asset value while the Russell 2500 Value Index returned –15.50% . Sector selection detracted from relative returns, while stock selection added. Sector weightings adding to relative returns included an overweight in consumer staples, while sector weightings detracting from relative returns included an overweight in consumer discretionary. Stock selections in consumer discretionary added to relative returns, while picks in industrials detracted. Individual names adding to returns versus the benchmark included overweight positions in Commerce Group, Inc., Annaly Capital Management, Inc. and CDW Corp., while overweight positions detracting from relative returns included Liz Claiborne, Inc., PMI Group Inc., and First Horizon National Corp.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

Value Opportunities Fund | Annual report

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A look at performance

For the periods ended February 29, 2008

   
    Average annual returns     Cumulative total returns    
    with maximum sales charge (POP)   with maximum sales charge (POP)    
  Inception       Since       Since
Class date 1-year 5-year 10-year inception 1-year 5-year 10-year inception
A 6-12-06 –23.49% — — –8.06% –23.49% — — –13.48%
B 6-12-06 –23.87 — — –8.04 –23.87 — — –13.45
C 6-12-06 –20.79 — — –5.93 –20.79 — — –10.01
I 1 6-12-06 –19.16 — — –4.91 –19.16 — — –8.31
R1 1 6-12-06 –19.57 — — –5.49 –19.57 — — –9.27
1 1 6-12-06 –19.12 — — –4.87 –19.12 — — –8.24

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I, Class R1 and Class 1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 06-30-08. The net expenses are as follows: Class A — 1.41%, Class B — 2.11%, Class C — 2.11%, Class I — 1.02%, Class R1 — 1.76%, Class 1 — 0.97% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 2.16%, Class B — 11.34%, Class C — 5.12%, Class I — 12.66%, Class R1 — 21.72%, Class 1 — 1.70% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Annual report | Value Opportunities Fund

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A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Value Opportunities Fund Class A shares for the period indicated. For comparison, we’ve shown the same investment in the Russell 2500 Value Index.


 
      With maximum  
Class Period beginning Without sales charge sales charge Index
B 6-12-06 $8,994 $8,655 $9,830
C 2 6-12-06 8,999 8,999 9,830
I 3 6-12-06 9,169 9,169 9,830
R1 3 6-12-06 9,073 9,073 9,830
1 3 6-12-06 9,176 9,176 9,830

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I, Class R1 and Class 1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Russell 2500 Value Index is an unmanaged index containing those securities in the Russell 2500 Index with a less-than-average growth orientation.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 No contingent deferred sales charge applicable.

3 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Value Opportunities Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value Ending value Expenses paid during
  on 9-1-07 on 2-29-08 period on 2-29-081
Class A $1,000.00 $853.17 $6.36
Class B 1,000.00 849.83 9.66
Class C 1,000.00 849.93 9.61
Class I 1,000.00 855.00 4.57
Class R1 1,000.00 853.68 5.62
Class 1 1,000.00 855.03 4.34

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | Value Opportunities Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

 
  Account value Ending value Expenses paid during
  on 9-1-07 on 2-29-08 period on 2-29-081
Class A $1,000.00 $1,018.00 $6.92
Class B 1,000.00 1,014.42 10.52
Class C 1,000.00 1,014.47 10.47
Class I 1,000.00 1,019.94 4.97
Class R1 1,000.00 1,018.80 6.12
Class 1 1,000.00 1,020.19 4.72

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.38%, 2.10%, 2.09%, 0.99%, 1.22% and 0.94% for Class A, Class B, Class C, Class I, Class R1 and Class 1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

Value Opportunities Fund | Annual report

10

Portfolio summary

 
Top 10 holdings 1      
Western Digital Corp. 1.4% BorgWarner, Inc. 1.0%
 
Annaly Capital Management,. Inc., REIT  1.2% Energizer Holdings, Inc. 1.0%
 
Commerce Group, Inc. 1.2% First American Corp. 1.0%
 
AutoNation, Inc. 1.2% Transatlantic Holdings, Inc. 0.9%
 
Reinsurance Group of America, Inc. 1.1% Tech Data Corp. 0.9%
 
 
Sector distribution 1      
Financial 25% Basic materials 5%
 
Consumer, cyclical 21% Energy 4%
 
Consumer, non-cyclical 18% Communications 3%
 
Industrial 12% Utilities 1%
 
Technology 5% Others 6%
 


1 As a percentage of net assets on February 29, 2008.

Annual report | Value Opportunities Fund

11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, short-term investments and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

   
Issuer Shares Value
 
Common stocks 97.64%   $17,759,402
(Cost $20,057,523)    
 
Aerospace 0.86%   156,029
Alliant Techsystems, Inc. * 1,000 104,940
Curtiss-Wright Corp. 500 21,030
Ducommun, Inc. * 500 13,865
Esterline Technologies Corp. * 200 10,480
Woodward Governor Company 200 5,714
 
Agriculture 0.37%   66,420
Fresh Del Monte Produce, Inc. * 2,000 66,420
 
Air Freight 0.01%   1,701
ExpressJet Holdings, Inc. * 700 1,701
 
Air Travel 0.15%   26,544
SkyWest, Inc. 1,200 26,544
 
Apparel & Textiles 1.68%   304,637
Columbia Sportswear Company (a) 1,500 61,995
Jones Apparel Group, Inc. 4,000 56,440
K-Swiss, Inc. , Class A 1,200 17,412
Liz Claiborne, Inc. 7,100 126,238
Oxford Industries, Inc. 500 10,570
Timberland Company, Class A * 1,600 24,032
Wolverine World Wide, Inc. 300 7,950
 
Auto Parts 3.57%   650,192
Aftermarket Technology Corp. * 200 3,750
American Axle & Manufacturing Holdings, Inc. 1,500 29,520
ArvinMeritor, Inc. 4,600 51,934
Autoliv, Inc. 2,200 109,780
BorgWarner, Inc. 4,200 181,062
CSK Auto Corp. * 2,700 24,489
Lear Corp. * 2,200 60,676
O’Reilly Automotive, Inc. * 2,500 67,400
Pep Boys — Manny, Moe & Jack 1,500 17,160
Tenneco, Inc. * 900 22,725
TRW Automotive Holdings Corp. * 3,700 81,696

See notes to financial statements

Value Opportunities Fund | Annual report

12

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

Issuer Shares Value
 
Auto Services 1.92%   $348,996
AutoNation, Inc. * 14,500 211,265
Avis Budget Group, Inc. * 4,500 51,435
Copart, Inc. * 1,800 74,988
Lithia Motors, Inc. , Class A 1,100 11,308
 
Automobiles 1.22%   222,420
Asbury Automotive Group, Inc. 3,500 49,070
Group 1 Automotive, Inc. 2,100 51,450
Penske Auto Group, Inc. 6,100 110,044
Rush Enterprises, Inc. , Class A * 800 11,856
 
Banking 8.58%   1,561,169
AMCORE Financial, Inc. 800 15,536
Anchor BanCorp Wisconsin, Inc. 1,700 32,181
Associated Banc-Corp. 4,700 117,124
Astoria Financial Corp. 1,600 41,872
BancorpSouth, Inc. 2,200 49,456
Bank of Hawaii Corp. 800 38,416
Cathay General Bancorp, Inc. (a) 1,200 26,304
Central Pacific Financial Corp. 600 11,094
Chemical Financial Corp. (a) 1,200 26,664
Citizens Banking Corp. 300 3,339
City National Corp. 2,300 117,875
Colonial Bancgroup, Inc. 800 9,664
Commerce Bancshares, Inc. 1,664 69,306
Community Bank Systems, Inc. 1,300 28,730
Dime Community Bancorp, Inc. 800 12,176
Downey Financial Corp. (a) 1,800 47,142
F. N. B. Corp. (a) 600 8,226
First BanCorp Puerto Rico (a) 3,200 28,928
First Horizon National Corp. (a) 3,600 58,464
FirstMerit Corp. 3,400 63,818
Flagstar Bancorp, Inc. (a) 2,400 17,184
Hanmi Financial Corp. 1,200 9,156
Imperial Capital Bancorp, Inc. 500 11,180
International Bancshares Corp. 2,540 55,067
New York Community Bancorp, Inc. 400 6,532
Old National Bancorp 1,500 23,280
Oriental Financial Group, Inc. 900 18,738
Pacific Capital Bancorp 2,100 43,995
Park National Corp. 300 18,150
Popular, Inc. (a) 10,500 115,920
S & T Bancorp, Inc. 400 11,340
SVB Financial Group * 700 31,710
TCF Financial Corp. 7,200 133,992
The South Financial Group, Inc. 600 8,658

See notes to financial statements

Annual report | Value Opportunities Fund

13

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

Issuer Shares Value
 
Banking (continued)    
TrustCo Bank Corp. , NY (a) 1,100 $9,515
Trustmark Corp. (a) 2,400 47,424
United Bankshares, Inc. 800 21,016
Washington Federal, Inc. 2,000 45,400
Webster Financial Corp. 1,000 27,970
WestAmerica Bancorp (a) 1,100 52,063
Whitney Holding Corp. 400 9,604
Wilmington Trust Corp. 1,200 36,960
 
Biotechnology 1.32%   240,704
Bio-Rad Laboratories, Inc. , Class A * 200 18,888
Charles River Laboratories International, Inc. * 900 52,722
Immucor, Inc. * 400 11,920
Invitrogen Corp. * 1,400 118,286
Pharmanet Development Group, Inc. * 400 11,532
Techne Corp. * 400 27,356
 
Broadcasting 0.51%   92,496
Belo Corp. , Class A 2,700 31,779
Discovery Holding Company * 2,400 54,168
Westwood One, Inc. 3,700 6,549
 
Building Materials & Construction 0.29%   52,633
Dycom Industries, Inc. * 1,100 12,584
EMCOR Group, Inc. * 100 2,409
Lennox International, Inc. 1,000 37,640
 
Business Services 3.85%   701,041
ABM Industries, Inc. 1,600 31,776
Affiliated Computer Services, Inc. , Class A * 1,100 55,825
CDI Corp. 500 11,375
Convergys Corp. * 1,100 15,884
Deluxe Corp. 5,700 118,731
FactSet Research Systems, Inc. 900 47,376
FTI Consulting, Inc. * 100 6,350
Global Payments, Inc. 700 27,769
Insight Enterprises, Inc. * 2,500 43,825
Kelly Services, Inc. , Class A 2,800 53,788
Manpower, Inc. 700 39,690
MAXIMUS, Inc. 700 25,424
Pre-Paid Legal Services, Inc. * 400 19,060
R. H. Donnelley Corp. * 400 2,836
Resources Connection, Inc. * 900 14,490
ScanSource, Inc. * 600 20,382
SYNNEX Corp. * 1,600 33,296
Total Systems Services, Inc. 3,100 68,913
URS Corp. * 1,200 48,336
Watson Wyatt Worldwide, Inc. , Class A 300 15,915

See notes to financial statements

Value Opportunities Fund | Annual report

14

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

Issuer Shares Value
 
Cellular Communications 0.31%   $56,280
Telephone & Data Systems, Inc. 1,200 56,280
 
Chemicals 3.56%   647,881
Albemarle Corp. 100 3,794
Cabot Corp. 500 13,700
Celanese Corp. , Series A 1,700 66,130
Cytec Industries, Inc. 400 22,912
Eastman Chemical Company 400 26,324
FMC Corp. 1,900 107,559
Lubrizol Corp. 2,700 157,410
Olin Corp. 2,000 38,440
PolyOne Corp. * 400 2,600
Rockwood Holdings, Inc. * 600 18,414
Sensient Technologies Corp. 1,900 51,186
Sigma-Aldrich Corp. 2,100 115,542
Stepan Company 700 23,870
 
Colleges & Universities 0.41%   74,610
Career Education Corp. * 3,900 57,915
Corinthian Colleges, Inc. * 2,100 16,695
 
Computers & Business Equipment 3.95%   718,533
CACI International, Inc. , Class A * 600 26,196
Diebold, Inc. 200 4,824
Foundry Networks, Inc. * 800 9,496
Ingram Micro, Inc. , Class A * 10,700 163,389
Lexmark International, Inc. * 2,400 79,272
Plexus Corp. * 500 12,385
Tech Data Corp. * 5,000 166,750
Western Digital Corp. * 8,300 256,221
 
Construction & Mining Equipment 0.12%   21,693
Kaman Corp. , Class A 400 9,600
Rowan Companies, Inc. 300 12,093
 
Construction Materials 0.38%   68,587
Applied Industrial Technologies, Inc. 100 2,764
Louisiana-Pacific Corp. 100 1,088
Simpson Manufacturing Company, Inc. (a) 2,000 47,920
Standex International Corp. 300 5,703
Universal Forest Products, Inc. 400 11,112
 
Containers & Glass 0.41%   74,292
Bemis Company, Inc. 700 17,374
Owens-Illinois, Inc. * 700 39,515
Sealed Air Corp. 100 2,421
Silgan Holdings, Inc. 200 9,348
Sonoco Products Company 200 5,634

See notes to financial statements

Annual report | Value Opportunities Fund

15

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

Issuer Shares Value
 
Cosmetics & Toiletries 0.77%   $139,380
Alberto-Culver Company 2,400 64,320
Chattem, Inc. * 300 23,370
Elizabeth Arden, Inc. * 500 9,110
Estee Lauder Companies, Inc. , Class A 1,000 42,580
 
Crude Petroleum & Natural Gas 1.96%   356,742
Cimarex Energy Company 1,800 94,860
Forest Oil Corp. * 500 24,665
Patterson-UTI Energy, Inc. 4,600 109,158
Unit Corp. * 2,100 115,815
Whiting Petroleum Corp. * 200 12,244
 
Domestic Oil 1.04%   188,427
Berry Petroleum Company, Class A 700 28,777
Encore Acquisition Company * 300 11,040
Helix Energy Solutions Group, Inc. * 300 10,566
Holly Corp. 800 42,712
Oil States International, Inc. * 1,900 80,104
Stone Energy Corp. * 300 15,228
 
Drugs & Health Care 0.43%   78,174
Invacare Corp. 1,300 32,448
Molina Healthcare, Inc. * (a) 600 18,990
Perrigo Company 800 26,736
 
Educational Services 0.42%   76,312
ITT Educational Services, Inc. * 1,100 60,742
Strayer Education, Inc. 100 15,570
 
Electrical Equipment 0.47%   86,213
A. O. Smith Corp. 300 10,929
Anixter International, Inc. * 500 32,695
Hubbell, Inc. , Class B 700 31,759
Varian, Inc. * 200 10,830
 
Electrical Utilities 0.06%   10,486
Teco Energy, Inc. 700 10,486
 
Electronics 1.74%   316,348
Arrow Electronics, Inc. * 2,600 84,786
Avnet, Inc. * 2,900 97,759
Checkpoint Systems, Inc. * 900 21,780
Synopsys, Inc. * 100 2,321
Teleflex, Inc. 1,600 90,480
Zoran Corp. * 1,400 19,222
 
Energy 0.67%   122,157
Energen Corp. 1,200 72,000
Energy East Corp. 1,100 29,315
Headwaters, Inc. * (a) 1,700 20,842

See notes to financial statements

Value Opportunities Fund | Annual report

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

Issuer Shares Value
 
Financial Services 1.20%   $218,398
AmeriCredit Corp. * 100 1,438
City Holding Company 300 11,172
Federal Agricultural Mortgage Corp. , Class C 600 14,424
Fulton Financial Corp. 3,800 44,194
Interactive Data Corp. 1,700 49,742
Nelnet, Inc. , Class A (a) 1,500 16,350
SEI Investments Company 2,800 70,028
Student Loan Corp. 100 11,050
 
Food & Beverages 3.73%   677,644
Chiquita Brands International, Inc. * 1,600 32,752
Corn Products International, Inc. 200 7,342
Dean Foods Company * 3,900 83,928
Del Monte Foods Company 1,400 12,572
Flowers Foods, Inc. 1,500 33,990
Hormel Foods Corp. 600 24,516
J. M. Smucker Company 1,500 76,785
PepsiAmericas, Inc. 2,700 68,310
Performance Food Group Company * 3,400 110,500
Pilgrim’s Pride Corp. (a) 1,200 28,152
Ralcorp Holdings, Inc. * 100 5,545
Sanderson Farms, Inc. (a) 1,200 41,832
Seaboard Corp. 13 20,670
Smithfield Foods, Inc. * 300 8,265
Tyson Foods, Inc. , Class A 8,500 122,485
 
Funeral Services 0.13%   23,022
Service Corporation International 1,800 19,440
Stewart Enterprises, Inc. , Class A 600 3,582
 
Furniture & Fixtures 0.84%   152,441
American Woodmark Corp. (a) 100 1,898
Ethan Allen Interiors, Inc. (a) 2,000 54,480
Furniture Brands International, Inc. (a) 2,700 35,100
La-Z-Boy, Inc. 100 843
Leggett & Platt, Inc. 3,600 60,120
 
Gas & Pipeline Utilities 0.20%   35,609
Equitable Resources, Inc. 200 12,324
ONEOK, Inc. 500 23,285
 
Healthcare Products 1.90%   344,856
CONMED Corp. * 1,400 37,744
IDEXX Laboratories, Inc. * 1,000 55,470
Kinetic Concepts, Inc. * 400 20,556
Owens & Minor, Inc. 2,200 94,534
Patterson Companies, Inc. * 2,200 77,440
Respironics, Inc. * 900 59,112

See notes to financial statements

Annual report | Value Opportunities Fund

17

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

Issuer Shares Value
 
Healthcare Services 1.75%   $318,777
AMERIGROUP Corp. * 700 25,200
Apria Healthcare Group, Inc. * 3,900 84,669
Covance, Inc. * 400 33,764
Lincare Holdings, Inc. * 1,900 61,750
Omnicare, Inc. 1,000 20,980
Pediatrix Medical Group, Inc. * 1,400 92,414
 
Homebuilders 1.27%   230,874
D. R. Horton, Inc. 100 1,403
Lennar Corp. , Class A 100 1,861
M. D. C. Holdings, Inc. 2,700 113,076
Toll Brothers, Inc. * 5,400 114,534
 
Hotels & Restaurants 1.00%   182,293
Brinker International, Inc. 2,300 42,412
CBRL Group, Inc. 1,500 54,630
CEC Entertainment, Inc. * 1,500 40,245
Jack in the Box, Inc. * 1,000 26,270
O’Charley’s, Inc. 400 4,516
Ruby Tuesday, Inc. 2,000 14,220
 
Household Products 2.06%   375,259
Blyth, Inc. 3,800 75,354
Church & Dwight, Inc. 400 21,384
Energizer Holdings, Inc. * 1,900 176,377
Tupperware Brands Corp. 2,800 102,144
 
Industrial Machinery 1.23%   223,835
AGCO Corp. * 700 45,402
Albany International Corp. , Class A 300 10,299
Crane Company 1,400 57,722
EnPro Industries, Inc. * 400 11,812
Gardner Denver, Inc. * 300 11,073
Kennametal, Inc. 1,300 39,481
Middleby Corp. * 200 13,600
Pall Corp. 600 23,622
Tennant Company 300 10,824
 
Insurance 15.31%   2,784,144
Alfa Corp. 700 15,239
Alleghany Corp. * 100 36,100
American Financial Group, Inc. 3,700 95,719
American National Insurance Company 200 22,690
Arch Capital Group, Ltd. * 1,300 89,024
Aspen Insurance Holdings, Ltd. 400 11,576
Axis Capital Holdings, Ltd. 2,200 81,114
Brown & Brown, Inc. 2,000 35,660
Commerce Group, Inc. 6,000 217,440
Conseco, Inc. * 1,600 18,768

See notes to financial statements

Value Opportunities Fund | Annual report

18

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

Issuer Shares Value
 
Insurance (continued)    
Donegal Group, Inc. 400 $6,528
Endurance Specialty Holdings, Ltd. 900 35,370
Erie Indemnity Company, Class A 1,400 69,090
FBL Financial Group, Inc. , Class A 600 17,646
First American Corp. 5,000 174,150
Harleysville Group, Inc. 600 20,148
HCC Insurance Holdings, Inc. 4,600 110,676
Horace Mann Educators Corp. 3,300 57,354
Kansas City Life Insurance Company 200 8,266
Markel Corp. * 200 92,950
Max Re Capital, Ltd. 400 11,096
MBIA, Inc. 100 1,297
Mercury General Corp. 2,400 109,440
MGIC Investment Corp. 100 1,481
National Western Life Insurance Company, Class A 200 35,630
Nationwide Financial Services, Inc. , Class A 2,500 103,125
Navigators Group, Inc. * 200 10,946
Odyssey Re Holdings Corp. 800 28,944
Old Republic International Corp. 8,700 119,364
PartnerRe, Ltd. 800 61,512
Philadelphia Consolidated Holding Corp. * 4,400 149,248
Platinum Underwriters Holdings, Ltd. 300 10,350
PMI Group, Inc. 100 727
Presidential Life Corp. 500 8,380
Protective Life Corp. 2,100 81,039
Reinsurance Group of America, Inc. 3,600 196,956
RenaissanceRe Holdings, Ltd. 600 32,940
RLI Corp. 1,200 62,676
Safety Insurance Group, Inc. 1,300 48,217
Selective Insurance Group, Inc. 2,000 47,520
Stancorp Financial Group, Inc. 1,800 88,362
State Auto Financial Corp. 400 10,856
Stewart Information Services Corp. 2,100 62,517
Transatlantic Holdings, Inc. 2,500 168,500
United Fire & Casualty Company 700 24,045
Unitrin, Inc. 900 32,040
Universal American Financial Corp. * 600 10,308
Zenith National Insurance Corp. 1,500 51,120
 
Internet Content 0.06%   11,209
InfoSpace, Inc. * 1,100 11,209
 
Internet Service Provider 0.13%   23,859
Earthlink, Inc. * 3,300 23,859

See notes to financial statements

Annual report | Value Opportunities Fund

19

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

Issuer Shares Value
 
Leisure Time 0.70%   $128,004
Brunswick Corp. 5,000 81,450
Callaway Golf Company 800 12,192
Polaris Industries, Inc. (a) 900 34,362
 
Life Sciences 0.77%   140,799
PerkinElmer, Inc. 2,000 49,640
Pharmaceutical Product Development, Inc. 700 31,549
Waters Corp. * 1,000 59,610
 
Liquor 0.42%   77,012
Constellation Brands, Inc. , Class A * 1,200 23,052
Molson Coors Brewing Company, Class B 1,000 53,960
 
Manufacturing 2.24%   407,994
AptarGroup, Inc. 1,700 63,716
Blout International, Inc. * 1,000 11,930
Ceradyne, Inc. * 1,100 34,221
Mine Safety Appliances Company 500 20,055
Pentair, Inc. 1,700 55,454
Snap-on, Inc. 500 24,960
SPX Corp. 1,600 163,680
Stanley Works 700 33,978
 
Medical-Hospitals 0.43%   77,555
Centene Corp. * 500 8,960
Health Management Associates, Inc. , Class A * 5,400 28,890
LifePoint Hospitals, Inc. * 1,200 30,072
VCA Antech, Inc. * 300 9,633
 
Metal & Metal Products 2.22%   403,990
Commercial Metals Company 1,200 36,552
Lawson Products, Inc. 300 7,620
Matthews International Corp. , Class A 600 26,916
Mueller Industries, Inc. 1,100 31,603
Quanex Corp. 2,400 123,480
Reliance Steel & Aluminum Company 2,500 138,650
Timken Company 1,300 39,169
 
Mobile Homes 0.34%   60,960
Thor Industries, Inc. 2,000 60,960
 
Newspapers 0.19%   34,409
AH Belo Corp. * 540 6,572
Lee Enterprises, Inc. (a) 2,700 27,837
 
Office Furnishings & Supplies 0.61%   110,812
Office Depot, Inc. * 2,800 31,836
United Stationers, Inc. * 1,600 78,976
 
Paper 0.21%   37,452
Rock-Tenn Company, Class A 200 5,366
Smurfit-Stone Container Corp. * 1,100 8,745
Temple-Inland, Inc. 1,700 23,341

See notes to financial statements

Value Opportunities Fund | Annual report

20

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

Issuer Shares Value
 
Petroleum Services 1.01%   $184,551
Helmerich & Payne, Inc. 2,000 89,660
Tidewater, Inc. 1,300 72,995
World Fuel Services Corp. 700 21,896
 
Pharmaceuticals 1.40%   255,280
Endo Pharmaceutical Holdings, Inc. * 1,400 36,764
King Pharmaceuticals, Inc. * 14,700 155,820
Par Pharmaceutical Companies, Inc. * 400 7,076
Watson Pharmaceuticals, Inc. * 2,000 55,620
 
Publishing 0.63%   113,890
Scholastic Corp. * 100 3,487
The New York Times Company, Class A (a) 4,300 80,109
Valassis Communications, Inc. * 2,700 30,294
 
Real Estate 1.54%   280,509
Annaly Capital Management, Inc. , REIT 10,900 225,520
Anthracite Capital, Inc. , REIT (a) 2,500 15,975
Anworth Mortgage Asset Corp. , REIT 2,600 24,674
MFA Mortgage Investments, Inc. , REIT 1,500 14,340
 
Retail Grocery 0.99%   180,096
Ingles Markets, Inc. 1,900 45,619
Nash Finch Company 2,100 73,647
SUPERVALU, Inc. 1,700 44,625
Weis Markets, Inc. 500 16,205
 
Retail Trade 6.78%   1,234,104
Advance Auto Parts, Inc. 2,700 90,558
Aeropostale, Inc. * 900 24,174
American Eagle Outfitters, Inc. 2,900 61,973
Big Lots, Inc. * 700 11,795
BJ’s Wholesale Club, Inc. * 4,700 148,332
Borders Group, Inc. 1,200 11,112
Chico’s FAS, Inc. * 3,200 29,792
Dollar Tree Stores, Inc. * 5,600 150,248
Family Dollar Stores, Inc. 4,600 88,090
Foot Locker, Inc. 2,800 34,440
Fossil, Inc. * 1,100 35,398
Longs Drug Stores Corp. 800 38,424
NBTY, Inc. * 1,600 45,696
RadioShack Corp. 3,800 66,310
Regis Corp. 2,500 62,625
Rent-A-Center, Inc. * 3,600 61,740
Ross Stores, Inc. 2,500 69,625
Sonic Automotive, Inc. 2,800 49,784
The Men’s Wearhouse, Inc. 1,100 25,344
Tiffany & Company 400 15,056
Tuesday Morning Corp. 3,400 18,326

See notes to financial statements

Annual report | Value Opportunities Fund

21

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

Issuer Shares Value
 
Retail Trade (continued)    
Tween Brands, Inc. * 700 $20,720
United Rentals, Inc. * 700 14,070
Williams-Sonoma, Inc. (a) 1,100 25,696
Zale Corp. * 1,800 34,776
 
Semiconductors 0.72%   131,031
Cabot Microelectronics Corp. * 700 23,443
Intersil Corp. , Class A 3,200 74,464
Semtech Corp. * 2,600 33,124
 
Software 0.54%   98,049
Compuware Corp. * 4,400 35,024
Novell, Inc. * 3,100 23,095
Sybase, Inc. * 1,500 39,930
 
Steel 0.46%   84,488
Carpenter Technology Corp. 200 12,566
Schnitzer Steel Industries, Inc. 400 26,188
Worthington Industries, Inc. 2,600 45,734
 
Telecommunications Equipment & Services 0.92%   167,598
ADC Telecommunications, Inc. * 2,400 32,808
ADTRAN, Inc. 1,200 22,104
J2 Global Communications, Inc. * 900 19,368
Plantronics, Inc. 3,000 56,580
Telecommunications Equipment & Premiere Global Services, Inc. * 2,600 36,738
 
Telephone 0.60%   108,570
CenturyTel, Inc. 3,000 108,570
 
Tires & Rubber 0.24%   44,271
Cooper Tire & Rubber Company 2,300 41,561
Goodyear Tire & Rubber Company * 100 2,710
 
Tobacco 0.28%   51,219
Universal Corp. 900 51,219
 
Toys, Amusements & Sporting Goods 0.29%   52,630
Hasbro, Inc. 1,500 38,655
Jakks Pacific, Inc. * 500 13,975
 
Transportation 0.68%   124,072
Bristow Group, Inc. * 200 10,552
Golar LNG, Ltd. (a) 1,000 19,090
Overseas Shipholding Group, Inc. 1,300 81,536
Teekay Shipping Corp. 300 12,894
 
Trucking & Freight 0.59%   106,740
Arkansas Best Corp. (a) 1,600 42,736
Werner Enterprises, Inc. 1,200 21,348
YRC Worldwide, Inc. * 3,100 42,656

See notes to financial statements

Value Opportunities Fund | Annual report

22

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

 
Issuer Shares Value
 
Short-term investments 5.42%   $986,503
(Cost $986,503)    
John Hancock Cash Investment Trust, 3.5681% (c)(f) 986,503 986,503
 
  Principal  
  amount  
Repurchase agreements 2.35%   $427,790
(Cost $427,790)    
Repurchase Agreement with State Street Corp. dated 2-29-08 at    
2.35% to be repurchased at $427,874 on 3-3-08,    
collateralized by $445,000 Federal National Mortgage    
Association, 5.57%, due 7-14-08 (valued at $439,994,    
including interest) $427,790 427,790
 
Total investments (Cost $21,471,816) † 105.41%   $19,173,695
 
Liabilities in excess of other assets (5.41%)   ($984,185)
 
Total net assets 100.00%   $18,189,510

Percentages are stated as a percent of net assets.

REIT Real Estate Investment Trust

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $21,495,776. Net unrealized depreciation aggregated $2,322,081, of which $886,964 related to appreciated investment securities and $3,209,045 related to depreciated investment securities.

See notes to financial statements

Annual report | Value Opportunities Fund

23

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 2-29-08

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 and the maximum public offering price per share.

Assets  
Investments in unaffiliated issuers, at value (cost $20,057,523) including  
$967,160 of securities loaned (Note 2) $17,759,402
Repurchase agreement, at value (cost $427,790) (Note 2) 427,790
Investments in affiliated issuers, at value (cost $986,503) (Note 2) 986,503
 
Total investments, at value (cost $21,471,816) 19,173,695
Cash collateral at broker for futures contracts 41,280
Receivable for fund shares sold 7,634
Dividends and interest receivable (net of tax) 21,245
Receivable for security lending income 819
Other assets 69
 
Total assets 19,244,742
 
Liabilities  
Payable upon return of securities loaned (Note 2) 986,503
Payable for futures variation margin 6,255
Distributions payable 20
Payable to affiliates  
Fund administration fees 228
Transfer agent fees 3,081
Distribution and service fees 173
Investment management fees 1,202
Trustees’ fees 79
Other payables and accrued expenses 57,691
 
Total liabilities 1,055,232
 
Net assets  
Capital paid-in $21,829,848
Undistributed net investment income 7,711
Accumulated undistributed net realized gain (loss)  
on investments and futures contracts (1,343,353)
Net unrealized appreciation (depreciation) on investments and futures contracts (2,304,696)
 
Net assets $18,189,510

See notes to financial statements

Value Opportunities Fund | Annual report

24

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

Statement of assets and liabilities continued

Net asset value per share  
The Fund has an unlimited number of shares authorized with no par value.  
Net asset value is calculated by dividing the net assets of each class of  
shares by the number of outstanding shares in the class.  
 
Class A  
Net assets $16,079,031
Shares outstanding 945,981
Net asset value and redemption price per share $17.00
 
Class B 1  
Net assets $300,831
Shares outstanding 17,756
Net asset value and offering price per share $16.94
 
Class C 1  
Net assets $1,019,170
Shares outstanding 60,137
Net asset value and offering price per share $16.95
 
Class I  
Net assets $99,946
Shares outstanding 5,873
Net asset value, offering price and redemption price per share $17.02
 
Class R1  
Net assets $109,547
Shares outstanding 6,460
Net asset value, offering price and redemption price per share $16.96
 
Class 1  
Net assets $580,985
Shares outstanding 34,140
Net asset value, offering price and redemption price per share $17.02
 
Maximum public offering price per share  
Class A (net asset value per share + 95%) 2 $17.89

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Annual report | Value Opportunities Fund

25

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

Statement of operations For the year ended 2-29-08

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 $368,621
Interest 36,084
Securities lending 18,372
Income from affiliated issuers 5,051
Less foreign taxes withheld (288)
 
Total investment income 427,840
 
Expenses  
Investment management fees (Note 3) 175,481
Distribution and service fees (Note 3) 76,754
Transfer agent fees (Note 3) 19,927
Fund administration fees (Note 3) 10,054
Blue sky fees (Note 3) 80,141
Audit and legal fees 67,086
Printing and postage fees (Note 3) 6,768
Custodian fees 56,683
Trustees’ fees (Note 4) 1,579
Registration and filing fees 27,323
Miscellaneous 310
 
Total expenses 522,106
Less: expense reductions (Note 3) (207,891)
 
Net expenses 314,215
 
Net investment income 113,625
 
Realized and unrealized gain (loss)  
  
Net realized gain (loss) on  
Investments in unaffiliated issuers (598,344)
Futures contracts (39,015)
  (637,359)
Change in net unrealized appreciation (depreciation) of  
Investments in unaffiliated issuers (4,115,974)
Futures contracts (3,615)
 
  (4,119,589)
 
Net realized and unrealized gain (loss) (4,756,948)
 
Increase (decrease) in net assets from operations ($4,643,323)

See notes to financial statements

Value Opportunities Fund | Annual report

26

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

Statement 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.

  Year Year
  ended ended
  2-28-071 2-29-08
Increase (decrease) in net assets    
 
From operations    
Net investment income 60,627 $113,625
Net realized gain (loss) 437,545 (637,359)
Change in net unrealized appreciation (depreciation) 1,814,893 (4,119,589)
 
Increase (decrease) in net assets resulting from operations 2,313,065 (4,643,323)
 
Distributions to shareholders    
From net investment income    
Class A (70,959) (98,667)
Class B (135) —
Class C (747) —
Class I (1,369) (1,006)
Class R1 (372) (547)
Class 1 (880) (4,886)
From net realized gain    
Class A (135,189) (875,720)
Class B (1,747) (16,516)
Class C (9,633) (64,954)
Class I (1,755) (5,327)
Class R1 (807) (5,854)
Class 1 (1,083) (24,644)
 
Total distributions (224,676) (1,098,121)
 
From Fund share transactions (Note 6) 20,103,746 1,738,819
 
Total increase (decrease) 22,192,135 (4,002,625)
 
Net assets    
Beginning of year — 22,192,135
 
End of year $22,192,135 $18,189,510
 
Undistributed net investment income — $7,711

1 Period from 6-12-06 (commencement of operations) to 2-28-07.

See notes to financial statements

Annual report | Value Opportunities Fund

27

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

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.

CLASS A SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.36
Net investment income (loss) 2 0.07 3 0.12
Net realized and unrealized gain    
(loss) on investments 2.53 (4.41)
Total from investment operations 2.60 (4.29)
Less distributions    
From net investment income (0.08) (0.11)
From net realized gain (0.16) (0.96)
  (0.24) (1.07)
Net asset value, end of period $22.36 $17.00
Total return 4,5 (%) 13.06 6 (19.45)
 
Ratios and supplemental data    
Net assets, end of period (in millions) $20 $16
Ratios (as a percentage of average net assets):    
Expenses before reductions 2.13 7 2.04
Expenses net of fee waivers, if any 1.38 7 1.39
Expenses net of all fee waivers and credits 1.38 7 1.39
Net investment income (loss) 0.47 3,7 0.56
Portfolio turnover (%) 30 6 68

1 Class A shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment income per share and ratio of net investment income to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.09% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

See notes to financial statements

Value Opportunities Fund | Annual report

28

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

Financial highlights

CLASS B SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.33
Net investment income (loss) 2 (0.01) 3 (0.03)
Net realized and unrealized gain    
(loss) on investments 2.51 (4.40)
Total from investment operations 2.50 (4.43)
Less distributions    
From net investment income (0.01) —
From net realized gain (0.16) (0.96)
  (0.17) (0.96)
Net asset value, end of period $22.33 $16.94
Total return 4,5 (%) 12.54 6 (20.08)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 7 — 7
Ratios (as a percentage of average net assets):    
Expenses before reductions 11.31 8 6.82
Expenses net of fee waivers, if any 2.08 8 2.10
Expenses net of all fee waivers and credits 2.08 8 2.09
Net investment income (loss) (0.07) 3,8 (0.14)
Portfolio turnover (%) 30 6 68

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.10% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,0000.

8 Annualized.

See notes to financial statements

Annual report | Value Opportunities Fund

29

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

Financial highlights

CLASS C SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.33
Net investment income (loss) 2 (0.01) 3 (0.03)
Net realized and unrealized gain    
(loss) on investments 2.51 (4.39)
Total from investment operations 2.50 (4.42)
Less distributions    
From net investment income (0.01) —
From net realized gain (0.16) (0.96)
  (0.17) (0.96)
Net asset value, end of period $22.33 $16.95
Total return 4,5 (%) 12.54 6 (20.03)
 
Ratios and supplemental data    
Net assets, end of period (in millions) $1 $1
Ratios (as a percentage of average net assets):    
Expenses before reductions 5.09 7 3.88
Expenses net of fee waivers, if any 2.08 7 2.10
Expenses net of all fee waivers and credits 2.08 7 2.09
Net investment income (loss) (0.07) 3,7 (0.14)
Portfolio turnover (%) 30 6 68

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.10% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

See notes to financial statements

Value Opportunities Fund | Annual report

30

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

Financial highlights

CLASS I SHARES

Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.39
Net investment income (loss) 2 0.15 3 0.18
Net realized and unrealized gain    
(loss) on investments 2.53 (4.41)
Total from investment operations 2.68 (4.23)
Less distributions    
From net investment income (0.13) (0.18)
From net realized gain (0.16) (0.96)
  (0.29) (1.14)
Net asset value, end of period $22.39 $17.02
Total return 4,5 (%) 13.42 6 (19.16)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 7 — 7
Ratios (as a percentage of average net assets):    
Expenses before reductions 12.63 8 8.80
Expenses net of fee waivers, if any 0.99 8 0.99
Expenses net of all fee waivers and credits 0.99 8 0.99
Net investment income (loss) 0.96 3,8 0.86
Portfolio turnover (%) 30 6 68

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment income per share and ratio of net investment income to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.10% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,0000.

8 Annualized.

See notes to financial statements

Annual report | Value Opportunities Fund

31

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

Financial highlights

CLASS R1 SHARES

   
Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.32
Net investment income (loss) 2 0.02 3 0.10
Net realized and unrealized gain    
(loss) on investments 2.53 (4.41)
Total from investment operations 2.55 (4.31)
Less distributions    
From net investment income (0.07) (0.09)
From net realized gain (0.16) (0.96)
  (0.23) (1.05)
Net asset value, end of period $22.32 $16.96
Total return 4,5 (%) 12.80 6 (19.57)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 7 — 7
Ratios (as a percentage of average net assets):    
Expenses before reductions 21.69 8 15.22
Expenses net of fee waivers, if any 1.73 8 1.49
Expenses net of all fee waivers and credits 1.73 8 1.49
Net investment income (loss) 0.12 3,8 0.48
Portfolio turnover (%) 30 6 68

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment income per share and ratio of net investment income to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.09% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,0000.

8 Annualized.

See notes to financial statements

Value Opportunities Fund | Annual report

32

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

Financial highlights

CLASS 1 SHARES

Period ended 2-28-07 1 2-29-08
 
Per share operating performance    
Net asset value, beginning of period $20.00 $22.39
Net investment income (loss) 2 0.14 3 0.23
Net realized and unrealized gain    
(loss) on investments 2.54 (4.45)
Total from investment operations 2.68 (4.22)
Less distributions    
From net investment income (0.13) (0.19)
From net realized gain (0.16) (0.96)
  (0.29) (1.15)
Net asset value, end of period $22.39 $17.02
Total return 4,5 (%) 13.44 6 (19.12)
 
Ratios and supplemental data    
Net assets, end of period (in millions) — 7 $1
Ratios (as a percentage of average net assets):    
Expenses before reductions 1.67 8 1.62
Expenses net of fee waivers, if any 0.94 8 0.94
Expenses net of all fee waivers and credits 0.94 8 0.94
Net investment income (loss) 0.89 3,8 1.14
Portfolio turnover (%) 30 6 68

1 Class 1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment income per share and ratio of net investment income to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.09% of average net assets.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,0000.

8 Annualized.

See notes to financial statements

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Notes to financial statements

1. Organization

John Hancock Value Opportunities Fund (the Fund) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek long-term capital growth.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I, Class R1 and Class 1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. Class 1 shares are sold only to certain exempt separate accounts of John Hancock USA and John Hancock New York.

The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 776,719 and 5,350 shares of beneficial interest of Class A and Class R1, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 p.m., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT),

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an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of MFC, are valued at their net asset value each business day. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Fund will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157, Fair Value Measurements (FAS 157), was issued

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and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161), Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 161 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefit of the Fund and the counterpa rty.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs

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received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collat eral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley), which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of securities of the Fund. The risk of having one primary borrower of Fund securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008, the Fund loaned securities having a market value of $967,180 collateralized by securities in the amount of $986,503.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale

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or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

The following is a summary of open futures contracts at February 29, 2008:

       
          UNREALIZED
OPEN NUMBER OF   EXPIRATION NOTIONAL APPRECIATION
CONTRACTS CONTRACTS POSITION DATE VALUE (DEPRECIATION)
Russell 2000 Mini Index          
Futures 1 Long Mar 2008 $68,680 ($6,913)
S&P Mid 400 E-mini          
Index Futures 1 Long Mar 2008 78,940 338
          ($6,575)

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $1,325,968 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $164,683 and long term capital gain $59,993. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $760,204 and long-term capital gain $337,917. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $7,711 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to derivative transactions.

3. Investment advisory and
other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and

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for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.80% of the first $500,000,000 of the Fund’s aggregate daily net assets; (b) 0.78% of the next $500,000,000 of the Fund’s aggregate daily net assets; (c) 0.77% of the next $1,500,000,000 of the Fund’s aggregate daily net assets; and (d) 0.76% of the Fund’s aggregate daily net assets in excess of $2,500,000,000. Aggregate net assets include the net assets of the Fund and Value Opportunities Trust, a series of John Hancock Trust and Value Opportunities Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. L LC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.80% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.09% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.39% for Class A shares, 2.09% for Class B, 2.09% for Class C, 0.99% for Class I, 1.49% for Class R1 and 0.94% for Class 1. Accordingly, the expense reductions or reimbursements related to this agreement were $126,318, $17,010, $25,489, $19,345, $16,517 and $2,798 for Class A, Class B, Class C, Class I, Class R1 and Class 1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $10,054 with an annual effective rate of 0.05% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C, Class R1 and Class 1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00%, 0.50% and 0.05% of average daily net asset value of Class A, Class B, Class C, Class R1 and Class 1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry

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Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $16,704 with regard to sales of Class A shares. Of this amount, $2,707 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $13,952 was paid as sales commissions to unrelated broker-dealers; and $45 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $1,318 for Class B shares and $1,163 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $187.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $227 for transfer agent credits earned.

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Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and Transfer Blue sky Printing and
Share class service fees agent fees fees postage fees
 
Class A $58,094 $15,871 $16,909 $5,645
Class B 3,599 745 14,620 6
Class C 14,246 2,928 15,177 921
Class I — 133 17,659 160
Class R1 608 250 15,776 3
Class 1 207 — — 33
Total $76,754 $19,927 $80,141 $6,768

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the years ended February 28, 2007, and February 29, 2008, were as follows:

    Year ended 2-28-07 1 Year ended 2-29-08
  Shares Amount Shares Amount
Class A shares        
Sold 941,272 $19,088,419 83,981 $1,839,886
Distributions reinvested 9,278 203,273 53,292 958,716
Repurchased (60,859) (1,306,606) (80,983) (1,597,867)
Net increase (decrease) 889,691 $17,985,086 56,290 $1,200,735
 
Class B shares        
Sold 21,277 $445,406 7,022 $153,171
Distributions reinvested 78 1,721 795 14,285
Repurchased (7,339) (162,632) (4,077) (80,691)
Net increase (decrease) 14,016 $284,495 3,740 $86,765
 
Class C shares        
Sold 69,790 $1,449,685 21,502 $466,603
Distributions reinvested 414 9,061 3,408 61,199
Repurchased (7,105) (155,548) (27,872) (538,229)
Net increase (decrease) 63,099 $1,303,198 (2,962) ($10,427)
 
Class I shares        
Sold 11,800 $245,442 5,764 $129,736
Distributions reinvested 117 2,570 288 5,191
Repurchased — — (12,096) (243,103)
Net increase (decrease) 11,917 $248,012 (6,044) ($108,176)
 
Class R1 shares        
Sold 5,000 $100,000 1,049 $24,953
Distributions reinvested 54 1,179 357 6,401
Net increase (decrease) 5,054 $101,179 1,406 $31,354
 
Class 1 shares        
Sold 8,549 $179,825 37,501 $765,929
Distributions reinvested 90 1,963 1,640 29,511
Repurchased (1) (12) (13,639) (256,872)
Net increase (decrease) 8,638 $181,776 25,502 $538,568
 
Net increase (decrease) 992,415 $20,103,746 77,932 $1,738,819

1Period from 6-12-06 (commencement of operations) to 2-28-07 for Class A, Class B, Class C, Class I and Class R1.

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $15,397,292 and $14,239,084, respectively.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Value Opportunities Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Value Opportunities Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $337,917 as a long-term capital gain dividend. With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 100.00% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees

 
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund funds overseen
directorships during past 5 years since1 by Trustee
 
James F. Carlin, Born: 1940 2006 55
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995);
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee,
Massachusetts Health and Education Tax Exempt Trust (1993–2003) .    
 
 
William H. Cunningham, Born: 1944 2006 55
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007);
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc.
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance)
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000),
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001);
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003) .  
 
Charles L. Ladner, 2 Born: 1938 2006 55
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L. P. (gas distribution)
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005) .
 
John A. Moore, 2 Born: 1939 2006 55
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution)
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research)
(until 2007) .    

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45

Independent Trustees (continued)

   
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund funds overseen
directorships during past 5 years since1 by Trustee
 
Patti McGill Peterson,2 Born: 1943 2006 55
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for
International Exchange of Scholars and Vice President, Institute of International Education (until 2007);
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational
Exchange (since 2003) .    
 
Steven R. Pruchansky, Born: 1944 2006 55
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty
Trust (until 1994); President, Maxwell Building Corp. (until 1991) .    

Non-Independent Trustees 3

 
Name, Year of Birth   Number of
Position(s) held with Fund Trustee John Hancock
Principal occupation(s) and other of Fund funds overseen
directorships during past 5 years since1 by Trustee
 
James R. Boyle, Born: 1959 2006 265
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005);
Senior Vice President, The Manufacturers Life Insurance Company (U.S. A. ) (until 2004) .  

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46

Principal officers who are not Trustees

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
Keith F. Hartstein, Born: 1956 2006
President and Chief Executive Officer  
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief  
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director,
MFC Global Investment Management (U.S. ), LLC (MFC Global (U.S. )) (since 2005); Director, John  
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director,
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC
Global (U.S. ) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005) .  
 
Thomas M. Kinzler, Born: 1955 2006
Secretary and Chief Legal Officer  
Vice President and Counsel, John Hancock Life Insurance Company (U.S. A. ) (since 2006); Secretary and
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel,
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier
Funds (2004–2006) .  
 
Francis V. Knox, Jr. , Born: 1947 2006
Chief Compliance Officer  
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC,
the Adviser and MFC Global (U.S. ) (since 2005); Vice President and Chief Compliance Officer, John
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005);
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics &
Compliance Officer, Fidelity Investments (until 2001) .  
 
Charles A. Rizzo, Born: 1957 2007
Chief Financial Officer  
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis-
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007);
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);  
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002) .
 
Gordon M. Shone, Born: 1956 2006
Treasurer  
Senior Vice President, John Hancock Life Insurance Company (U.S. A. ) (since 2001); Treasurer, John
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President,
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The
Manufacturers Life Insurance Company (U.S. A. ) (1998–2000) .  

Annual report | Value Opportunities Fund

47

Principal officers who are not Trustees (continued)

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
John G. Vrysen, Born: 1955 2006
Chief Operating Officer  
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since  
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment  
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds,
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director,
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC
Global (U.S. ) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005);
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed  
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan
(2000–2004) .  

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates

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48

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone On the Fund’s Web site On the SEC’s Web site
1-800-225-5291 www. jhfunds. com/proxy www. sec. gov
Investment adviser Custodian Legal counsel
John Hancock Investment State Street Bank & Trust Co. Kirkpatrick & Lockhart
Management Services, LLC 2 Avenue de Lafayette Preston Gates Ellis LLP
601 Congress Street Boston, MA 02111 One Lincoln Street
Boston, MA 02210-2805 Boston, MA 02111-2950
  Transfer agent
Subadviser John Hancock Signature Independent registered
Grantham, Mayo, Van Services, Inc. public accounting firm
Otterloo & Co. LLC P. O. Box 9510 PricewaterhouseCoopers LLP
40 Rowes Wharf Portsmouth, NH 03802-9510 125 High Street
Boston, MA 02110   Boston, MA 02110
 
Principal distributor    
John Hancock Funds, LLC    
601 Congress Street    
Boston, MA 02210-2805    

How to contact us  
 
Internet www. jhfunds.com  
 
Mail Regular mail: Express mail:
  John Hancock Signature John Hancock Signature
  Services, Inc. Services, Inc.
  P. O. Box 9510 Mutual Fund Image Operations
  Portsmouth, NH 03802-9510 164 Corporate Drive
    Portsmouth, NH 03801
 
Phone Customer service representatives 1-800-225-5291
  EASI-Line 1-800-338-8080
  TDD line 1-800-554-6713

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

Annual report | Value Opportunities Fund

49


1-800-225-5291
1-800-554-6713 (TDD)
1-800-338-8080 EASI-Line
www. jhfunds.com

Now available: electronic delivery
www. jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Value Opportunities Fund. 6300A    2/08
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.   4/08


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

U.S. stocks went on a wild ride during the 12-month period, highlighted both by record highs for broad market indexes and conditions deemed poor enough to warrant numerous interventions by the Federal Reserve. For the period in full, the Standard & Poor’s 500 Index returned –3.60%, a modest move which belied its frequent violent gyrations. Growth stocks outpaced value stocks during the period. Financials and consumer discretionary were the worst-performing sectors in the S&P 500, while energy stocks performed the best.

“U.S. stocks went on a wild ride
during the 12-month review
period…”

For the 12 months ended February 29, 2008, John Hancock U.S. Core Fund’s Class A, Class B, Class C, Class I and Class R1 shares returned –8.16%, –8.84%, –8.84%, –7.82% and –8.32%, respectively, at net asset value, while the S&P 500 returned –3.60% . Sector selection added to relative returns, while stock selection detracted. Sector weightings adding to relative returns included an underweight in financials, while sector weightings detracting from relative returns included an overweight in consumer discretionary. Stock selections in telecommunication services added to relative returns, while picks in consumer discretionary and financials detracted. Individual names adding to returns versus the benchmark included overweight positions in Exxon Mobil Corp., Merck & Company, Inc. and Wal-Mart Stores, Inc., while overweight positions detracting from relative returns included Home Depot, Inc., Citigroup, Inc. and Lowe’s Companies, Inc.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

U.S. Core Fund | Annual report

6

A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
 
  Inception        Since        Since 
Class  date  1-year  5-year  10-year  inception   1-year  5-year  10-year   inception 
A  6-12-06  –12.75%  —  —  –1.00%  –12.75%  —  —  –1.71% 
B  6-12-06  –13.21  —  —  –1.00    –13.21  —  —  –1.72 
C  6-12-06  –9.71  —  —  1.28  –9.71  —  —  2.21 
I1  6-12-06    –7.82  —  —  2.37  –7.82  —  —  4.12 
R11  6-12-06  –8.32  —  —  1.75  –8.32  —  —  3.04 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I and Class R1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 6-30-08. The net expenses are as follows: Class A — 1.34%, Class B — 2.04%, Class C — 2.04%, Class I — 0.95%, Class R1 — 1.69% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 1.93%, Class B — 13.58%, Class C — 3.82%, Class I — 17.83%, Class R1 — 21.12% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Fund’s Class I and Class R1 share prospectuses.

Annual report | U.S. Core Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in U.S. Core Fund Class A shares for the period indicated. For comparison, we’ve shown the same investment in the Standard & Poor’s 500 Index.


      With maximum   
Class  Period beginning  Without sales charge  sales charge  Index 
B  6-12-06  $10,216  $9,828  $10,982 
C2  6-12-06  10,221  10,221  10,982 
I3  6-12-06  10,412  10,412  10,982 
R13  6-12-06  10,304  10,304  10,982 
 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I and Class R1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Standard & Poor’s 500 Index is an unmanaged index that includes 500 widely traded common stocks.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 No contingent deferred sales charge applicable.

3 For certain types of investors as described in the Fund’s Class I and Class R1 share prospectuses.

U.S. Core Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $896.23  $6.22 
Class B  1,000.00  892.68  9.65 
Class C  1,000.00  893.15  9.65 
Class I  1,000.00  897.98  4.48 
Class R1  1,000.00  896.62  5.56 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | U.S. Core Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,018.30  $6.62 
Class B  1,000.00  1,014.67  10.27 
Class C  1,000.00  1,014.67  10.27 
Class I  1,000.00  1,020.14  4.77 
Class R1  1,000.00  1,019.00  5.92 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.32%, 2.05%, 2.05%, 0.95% and 1.18% for Class A, Class B, Class C, Class I and Class R1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/ 366 (to reflect the one-half year period).

U.S. Core Fund | Annual report

10

Portfolio summary

Top 10 holdings1       
Exxon Mobil Corp.  5.8%  Johnson & Johnson  3.1% 
Wal-Mart Stores, Inc.  3.9%  UnitedHealth Group, Inc.  3.0% 
Pfizer, Inc.  3.8%  Microsoft Corp.  2.7% 
Chevron Corp.  3.7%  Merck & Company, Inc.  2.6% 
The Coca-Cola Company  3.3%    QUALCOMM, Inc.  2.0% 
 
Sector distribution1       
Consumer non-cyclical  32%  Industrial  7% 
Energy  17%    Financial  6% 
Consumer, cyclical  12%  Basic materials  3% 
Technology  10%  Utilities  1% 
Communications  9%  Other  3% 

1 As a percentage of net assets on February 29, 2008.

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11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, short-term investments and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

 
Issuer  Shares  Value 
 
Common stocks 96.62%    $20,636,960 
(Cost $21,725,664)     
 
Aerospace 0.77%    164,658 
General Dynamics Corp.  200  16,370 
Goodrich Corp.  400  23,692 
Rockwell Collins, Inc.  200  11,780 
United Technologies Corp.  1,600  112,816 
 
Agriculture 1.08%    231,360 
Monsanto Company  2,000  231,360 
 
Aluminum 0.17%    37,140 
Alcoa, Inc.  1,000  37,140 
 
Apparel & Textiles 0.84%    178,590 
Coach, Inc. *  2,100  63,672 
Liz Claiborne, Inc.  400  7,112 
NIKE, Inc., Class B  700  42,140 
Polo Ralph Lauren Corp., Class A  200  12,438 
VF Corp.  700  53,228 
 
Auto Parts 0.51%    108,988 
Autoliv, Inc.  200  9,980 
AutoZone, Inc. *  300  34,524 
BorgWarner, Inc.  200  8,622 
Johnson Controls, Inc.  1,700  55,862 
 
Auto Services 0.05%    11,656 
AutoNation, Inc. *  800  11,656 
 
Automobiles 0.58%    123,998 
Ford Motor Company *  5,200  33,956 
General Motors Corp.  700  16,296 
PACCAR, Inc.  1,700  73,746 
 
Banking 1.27%    270,901 
Bank of America Corp.  4,800  190,752 
BB&T Corp.  500  15,565 
Comerica, Inc.  200  7,248 
National City Corp.  2,000  31,720 
U.S. Bancorp  800  25,616 

See notes to financial statements

U.S. Core Fund | Annual report

12

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

Issuer  Shares  Value 
 
Biotechnology 0.51%    $109,132 
Amgen, Inc. *  1,500  68,280 
Biogen Idec, Inc. *  700  40,852 
 
Broadcasting 0.19%    40,947 
Discovery Holding Company *  800  18,056 
Liberty Global, Inc., Class A *  300  11,280 
Liberty Media Corp., Capital, Series A *  100  11,611 
 
Building Materials & Construction 0.02%    3,738 
Masco Corp.  200  3,738 
 
Business Services 1.07%    228,886 
Affiliated Computer Services, Inc., Class A *  700  35,525 
Fiserv, Inc. *  1,600  84,192 
Fluor Corp.  400  55,700 
Jacobs Engineering Group, Inc. *  500  40,145 
NCR Corp. *  200  4,432 
Total Systems Services, Inc.  400  8,892 
 
Chemicals 0.49%    104,713 
Air Products & Chemicals, Inc.  200  18,266 
Celanese Corp., Series A  600  23,340 
Dow Chemical Company  300  11,307 
Lubrizol Corp.  200  11,660 
Praxair, Inc.  500  40,140 
 
Computers & Business Equipment 6.70%    1,430,100 
Apple, Inc. *  2,400  300,048 
Cisco Systems, Inc. *  14,900  363,113 
Dell, Inc. *  10,800  214,380 
EMC Corp. *  10,100  156,954 
Hewlett-Packard Company  900  42,993 
International Business Machines Corp.  2,800  318,808 
Juniper Networks, Inc. *  800  21,456 
Western Digital Corp. *  400  12,348 
 
Construction Materials 0.14%    28,780 
Martin Marietta Materials, Inc.  100  10,760 
Trane, Inc.  400  18,020 
 
Containers & Glass 0.19%    39,515 
Owens-Illinois, Inc. *  700  39,515 
 
Cosmetics & Toiletries 1.83%    391,107 
Avon Products, Inc.  400  15,224 
Colgate-Palmolive Company  700  53,263 
Estee Lauder Companies, Inc., Class A  300  12,774 
Kimberly-Clark Corp.  1,200  78,216 
Procter & Gamble Company  3,500  231,630 

See notes to financial statements

Annual report | U.S. Core Fund

13


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

Issuer  Shares  Value 
 
Crude Petroleum & Natural Gas 1.75%    $374,779 
Apache Corp.  800  91,768 
Devon Energy Corp.  500  51,360 
Hess Corp.  200  18,636 
Marathon Oil Corp.  200  10,632 
Occidental Petroleum Corp.  2,300  177,951 
Sunoco, Inc.  400  24,432 
 
Drugs & Health Care 0.43%    91,602 
Wyeth  2,100  91,602 
 
Educational Services 0.82%    174,306 
Apollo Group, Inc., Class A *  2,300  141,174 
ITT Educational Services, Inc. *  600  33,132 
 
 
Electrical Equipment 0.05%    10,192 
Emerson Electric Company  200  10,192 
 
Electrical Utilities 0.68%    146,217 
American Electric Power Company, Inc.  200  8,184 
Constellation Energy Group, Inc.  300  26,505 
Edison International  400  19,760 
Entergy Corp.  100  10,274 
FPL Group, Inc.  200  12,058 
Mirant Corp. *  300  11,100 
PPL Corp.  200  9,076 
Public Service Enterprise Group, Inc.  600  26,460 
Reliant Energy, Inc. *  1,000  22,800 
 
Electronics 0.39%    83,670 
Arrow Electronics, Inc. *  300  9,783 
Avnet, Inc. *  300  10,113 
L-3 Communications Holdings, Inc.  600  63,774 
 
Energy 0.32%    68,452 
Duke Energy Corp.  1,300  22,802 
McDermott International, Inc. *  400  20,888 
NRG Energy, Inc. *  600  24,762 
 
Financial Services 1.81%    386,349 
Charles Schwab Corp.  500  9,805 
Citigroup, Inc.  12,300  291,633 
Eaton Vance Corp.  300  9,555 
Franklin Resources, Inc.  200  18,874 
Leucadia National Corp.  300  13,578 
Morgan Stanley  500  21,060 
SEI Investments Company  400  10,004 
Washington Mutual, Inc.  800  11,840 
 
Food & Beverages 5.62%    1,201,315 
Coca-Cola Enterprises, Inc.  500  12,215 
Kraft Foods, Inc., Class A  1,522  47,441 

See notes to financial statements

U.S. Core Fund | Annual report

14

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

Issuer  Shares  Value 
  
Food & Beverages (continued)     
PepsiCo, Inc.  5,800  $403,448 
The Coca-Cola Company  12,000  701,520 
Tyson Foods, Inc., Class A  1,300  18,733 
William Wrigley Jr. Company  300  17,958 
   
Forest Products 0.06%    12,240 
Weyerhaeuser Company  200  12,240 
   
Gas & Pipeline Utilities 0.64%    137,559 
Transocean, Inc. *  979  137,559 
 
Healthcare Products 6.16%    1,316,179 
Baxter International, Inc.  100  5,902 
Intuitive Surgical, Inc. *  200  56,384 
Johnson & Johnson  10,800  669,168 
Medtronic, Inc.  2,400  118,464 
Patterson Companies, Inc. *  900  31,680 
St. Jude Medical, Inc. *  600  25,788 
Stryker Corp.  2,000  130,220 
Zimmer Holdings, Inc. *  3,700  278,573 
  
Healthcare Services 6.25%    1,334,838 
Cardinal Health, Inc.  900  53,226 
Cerner Corp. *  200  8,690 
Coventry Health Care, Inc. *  1,400  72,618 
Express Scripts, Inc. *  3,300  195,030 
McKesson Corp.  1,500  88,140 
Medco Health Solutions, Inc. *  2,100  93,051 
Quest Diagnostics, Inc.  500  23,835 
UnitedHealth Group, Inc.  13,900  646,072 
WellPoint, Inc. *  2,200  154,176 
  
Holdings Companies/Conglomerates 0.15%    32,502 
Textron, Inc.  600  32,502 
  
Homebuilders 0.03%    6,363 
Toll Brothers, Inc. *  300  6,363 
  
Hotels & Restaurants 0.49%    105,333 
McDonald’s Corp.  1,600  86,576 
Starbucks Corp. *  100  1,797 
Wynn Resorts, Ltd. *  100  10,070 
Yum! Brands, Inc.  200  6,890 
 
Household Products 0.26%    55,698 
Energizer Holdings, Inc. *  600  55,698 
 
Industrial Machinery 1.50%    320,244 
Cameron International Corp. *  700  29,736 
Caterpillar, Inc.  1,000  72,330 
Deere & Company  1,400  119,294 
FMC Technologies, Inc. *  200  11,332 

See notes to financial statements

Annual report | U.S. Core Fund

15

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

Issuer  Shares  Value 
 
Industrial Machinery (continued)     
Ingersoll-Rand Company, Ltd., Class A  500  $20,930 
ITT Corp.  400  22,496 
Pall Corp.  300  11,811 
Parker-Hannifin Corp.  500  32,315 
 
Industrials 0.06%    12,198 
Fastenal Company  300  12,198 
 
Insurance 3.22%    686,790 
ACE, Ltd.  400  22,496 
Aetna, Inc.  800  39,680 
AFLAC, Inc.  900  56,169 
Allstate Corp.  2,400  114,552 
American International Group, Inc.  3,300  154,638 
Aon Corp.  600  24,966 
Brown & Brown, Inc.  400  7,132 
Chubb Corp.  600  30,540 
CIGNA Corp.  800  35,664 
CNA Financial Corp.  300  7,995 
First American Corp.  200  6,966 
Hartford Financial Services Group, Inc.  200  13,980 
Old Republic International Corp.  300  4,116 
Progressive Corp.  1,200  21,996 
Prudential Financial, Inc.  300  21,891 
SAFECO Corp.  100  4,626 
The Travelers Companies, Inc.  1,300  60,333 
Torchmark Corp.  300  18,078 
Transatlantic Holdings, Inc.  200  13,480 
UnumProvident Corp.  1,200  27,492 
 
International Oil 11.53%    2,463,122 
Anadarko Petroleum Corp.  700  44,618 
Chevron Corp.  9,200  797,272 
ConocoPhillips  3,600  297,756 
Exxon Mobil Corp.  14,200  1,235,542 
Murphy Oil Corp.  200  16,076 
Noble Corp.  200  9,830 
Weatherford International, Ltd. *  900  62,028 
 
Internet Content 1.10%    235,590 
Google, Inc., Class A *  500  235,590 
 
Internet Retail 1.46%    312,120 
Amazon.com, Inc. *  1,700  109,599 
eBay, Inc. *  6,900  181,884 
Expedia, Inc. *  900  20,637 
 
Internet Software 0.14%    30,708 
McAfee, Inc. *  400  13,308 
VeriSign, Inc. *  500  17,400 

See notes to financial statements

U.S. Core Fund | Annual report

16

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

Issuer  Shares  Value 
  
Leisure Time 0.20%    $43,154 
Carnival Corp.  300  11,805 
MGM MIRAGE * (a)  509  31,349 
 
Liquor 0.29%    61,217 
Anheuser-Busch Companies, Inc.  1,300  61,217 
 
Manufacturing 2.60%    555,216 
3M Company  3,600  282,240 
Danaher Corp.  1,300  96,395 
Eaton Corp.  200  16,126 
Harley-Davidson, Inc.  800  29,728 
Honeywell International, Inc.  1,800  103,572 
Illinois Tool Works, Inc.  100  4,907 
SPX Corp.  100  10,230 
Tyco International, Ltd.  300  12,018 
 
Metal & Metal Products 0.26%    55,195 
Precision Castparts Corp.  500  55,195 
 
Mining 0.14%    30,258 
Freeport-McMoRan Copper & Gold, Inc., Class B  300  30,258 
 
Office Furnishings & Supplies 0.17%    36,384 
Office Depot, Inc. *  3,200  36,384 
 
Paper 0.02%    4,119 
Temple-Inland, Inc.  300  4,119 
 
Petroleum Services 2.43%    518,028 
Baker Hughes, Inc.  200  13,458 
Diamond Offshore Drilling, Inc.  300  36,249 
Halliburton Company  700  26,810 
Schlumberger, Ltd.  3,400  293,930 
Smith International, Inc.  600  37,818 
Valero Energy Corp.  1,900  109,763 
Pharmaceuticals 8.50%    1,815,711 
Abbott Laboratories  2,500  133,875 
AmerisourceBergen Corp.  900  37,548 
Bristol-Myers Squibb Company  600  13,566 
Eli Lilly & Company  2,200  110,044 
Forest Laboratories, Inc. *  1,800  71,586 
Gilead Sciences, Inc. *  400  18,928 
Merck & Company, Inc.  12,600  558,180 
Pfizer, Inc.  36,800  819,904 
Schering-Plough Corp.  2,400  52,080 
 
Publishing 0.19%    40,273 
Gannett Company, Inc.  1,200  36,180 
McGraw-Hill Companies, Inc.  100  4,093 

See notes to financial statements

Annual report | U.S. Core Fund

17

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

Issuer  Shares  Value 
 
Railroads & Equipment 0.14%    $29,804 
CSX Corp.  100  4,852 
Union Pacific Corp.  200  24,952 
 
Retail Grocery 0.33%    71,365 
Safeway, Inc.  1,000  28,740 
SUPERVALU, Inc.  700  18,375 
The Kroger Company  1,000  24,250 
 
Retail Trade 8.97%    1,915,966 
Abercrombie & Fitch Company, Class A  400  31,012 
American Eagle Outfitters, Inc.  1,450  30,987 
Bed Bath & Beyond, Inc. *  1,200  34,008 
Best Buy Company, Inc.  200  8,602 
Costco Wholesale Corp.  200  12,384 
CVS Caremark Corp.  300  12,114 
Family Dollar Stores, Inc.  700  13,405 
GameStop Corp., Class A *  400  16,944 
Home Depot, Inc.  15,300  406,215 
Kohl’s Corp. *  1,200  53,328 
Lowe’s Companies, Inc.  8,400  201,348 
Nordstrom, Inc.  100  3,703 
RadioShack Corp.  300  5,235 
Staples, Inc.  1,900  42,275 
Target Corp.  1,700  89,437 
Tiffany & Company  300  11,292 
Walgreen Company  3,300  120,483 
Wal-Mart Stores, Inc.  16,600  823,194 
 
Semiconductors 0.71%    151,963 
Analog Devices, Inc.  100  2,692 
Intel Corp.  5,900  117,705 
KLA-Tencor Corp.  200  8,402 
Texas Instruments, Inc.  400  11,984 
Xilinx, Inc.  500  11,180 
 
Software 3.82%    814,857 
Autodesk, Inc. *  300  9,327 
CA, Inc.  500  11,440 
Citrix Systems, Inc. *  600  19,758 
Intuit, Inc. *  200  5,312 
Microsoft Corp.  21,000  571,620 
Oracle Corp. *  10,500  197,400 
 
Telecommunications Equipment & Services 3.70%    789,352 
Corning, Inc.  1,200  27,876 
QUALCOMM, Inc.  10,000  423,700 
Verizon Communications, Inc.  9,300  337,776 
 
Telephone 0.60%    128,000 
AT&T, Inc.  3,675  128,000 

See notes to financial statements

U.S. Core Fund | Annual report

18

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

Issuer  Shares  Value 
 
Tires & Rubber 0.08%    $16,260 
Goodyear Tire & Rubber Company *  600  16,260 
 
Tobacco 1.78%    380,102 
Altria Group, Inc.  4,900  358,386 
UST, Inc.  400  21,716 
 
Toys, Amusements & Sporting Goods 0.08%    17,391 
Hasbro, Inc.  300  7,731 
Mattel, Inc.  500  9,660 
 
Trucking & Freight 0.28%    59,770 
FedEx Corp.  200  17,626 
United Parcel Service, Inc., Class B  600  42,144 
   
  Principal   
Issuer, description, maturity date  amount  Value 
 
Short-term investments 0.13%    $26,879 
(Cost $26,879)     
 
John Hancock Cash Investment Trust, 3.5681% (c) (f)  $26,879  26,879 
 
Repurchase agreements 3.27%    $699,000 
(Cost $699,000)     
Repurchase Agreement with State Street Corp. dated     
2-29-08 at 2.35% to be repurchased at $699,137     
on 3-3-08, collateralized by $615,000 Federal     
National Mortgage Association, 6.25%, due     
5-15-29 (valued at $713,400, including interest)  $699,000  699,000 
 
Total investments (Cost $22,451,543)† 100.02%    $21,362,839 
 
Liabilities in excess of other assets (0.02%)    ($3,696) 
 
Total net assets 100.00%    $21,359,143 

Percentages are stated as a percent of net assets.

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $22,520,999. Net unrealized depreciation aggregated $1,158,160, of which $884,751 related to appreciated investment securities and $2,042,911 related to depreciated investment securities.

See notes to financial statements

Annual report | U.S. Core Fund

19

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments in unaffiliated issuers, at value (cost $21,725,664) including   
$26,352 of securities loaned (Note 2)  $20,636,960 
Repurchase agreement, at value (cost $699,000) (Note 2)  699,000 
Investments in affiliated issuers, at value (cost $26,879) (Note 2)  26,879 
Total investments, at value (cost $22,451,543)  21,362,839 
Cash  34 
Cash collateral at broker for futures contracts  41,580 
Receivable for investments sold  6,080 
Dividends and interest receivable (net of tax)  45,575 
Receivable due from adviser  6,112 
Other assets  103 
 
Total assets  21,462,323 
 
Liabilities   
Payable for fund shares repurchased  9,004 
Payable upon return of securities loaned (Note 2)  26,879 
Payable for futures variation margin  12,075 
Payable to affiliates   
Fund administration fees  212 
Transfer agent fees  1,834 
Distribution and service fees  193 
Trustees’ fees  86 
Other payables and accrued expenses  52,897 
 
Total liabilities  103,180 
   
Net assets   
Capital paid-in  $22,732,737 
Undistributed net investment income  19,301 
Accumulated undistributed net realized gain (loss) on investments and futures contracts  (278,773) 
Net unrealized appreciation (depreciation) on investments and futures contracts  (1,114,122) 
 
Net assets  $21,359,143 

See notes to financial statements

U.S. Core Fund | Annual report

20

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

Statement of assets and liabilities (continued)

Net asset value per share   
The Funds have an unlimited number of shares authorized with no par   
value. Net asset value is calculated by dividing the net assets of each class   
of shares by the number of outstanding shares in the class.   
 
Class A   
Net assets  $17,582,212 
Shares outstanding  905,575 
Net asset value and redemption price per share  $19.42 
 
Class B1   
Net assets  $337,116 
Shares outstanding  17,392 
Net asset value and offering price per share  $19.38 
 
Class C1   
Net assets  $3,159,503 
Shares outstanding  162,981 
Net asset value and offering price per share  $19.39 
 
Class I   
Net assets  $177,266 
Shares outstanding  9,123 
Net asset value, offering price and redemption price per share  $19.43 
 
Class R1   
Net assets  $103,046 
Shares outstanding  5,319 
Net asset value, offering price and redemption price per share  $19.37 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)2  $20.44 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Annual report | U.S. Core Fund

21

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

Statement of operations For the year ended 2-29-08

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  $459,865 
Interest  36,863 
Securities lending  109 
Income from affiliated issuers  36 
 
Total investment income  496,873 
 
Expenses   
Investment management fees (Note 3)  185,232 
Distribution and service fees (Note 3)  100,628 
Transfer agent fees (Note 3)  18,857 
Fund administration fees (Note 3)  10,610 
Blue sky fees (Note 3)  78,355 
Audit and legal fees  78,038 
Printing and postage fees (Note 3)  7,602 
Custodian fees  35,646 
Trustees’ fees (Note 3)  1,733 
Registration and filing fees  25,734 
Miscellaneous  342 
 
Total expenses  542,777 
Less expense reductions (Note 3)  (189,284) 
 
Net expenses  353,493 
 
Net investment income  143,380 
 
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in unaffiliated issuers  393,570 
Futures contracts  (16,845) 
   376,725 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (2,499,212) 
Futures contracts  (19,868) 
   (2,519,080) 
Net realized and unrealized gain (loss)  (2,142,355) 
 
Increase (decrease) in net assets from operations  ($1,998,975) 

See notes to financial statements

U.S. Core Fund | Annual report

22

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

Statement 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.

  Period  Year 
  ended  ended 
  2-28-071  2-29-08 
Increase (decrease) in net assets     
From operations     
Net investment income  $98,228  $143,380 
Net realized gain (loss)  531,494  376,725 
Change in net unrealized appreciation (depreciation)  1,404,958  (2,519,080) 
 
Increase (decrease) in net assets resulting from operations  2,034,680  (1,998,975) 
 
Distributions to shareholders     
From net investment income     
Class A  (75,450)  (147,501) 
Class B  (174)  (184) 
Class C  (2,087)  (2,027) 
Class I  (737)  (5,265) 
Class R1  (400)  (756) 
From net realized gain     
Class A  (165,121)  (797,028) 
Class B  (2,107)  (14,341) 
Class C  (25,345)  (157,675) 
Class I  (1,098)  (18,582) 
Class R1  (990)  (4,722) 
 
Total distributions  (273,509)  (1,148,081) 
 
From Fund share transactions (Note 6)  21,350,742  1,394,286 
 
Total increase (decrease)  23,111,913  (1,752,770) 
 
Net assets     
Beginning of year  —  23,111,913 
 
End of year  $23,111,913  $21,359,143 
 
Undistributed net investment income  $31,671  $19,301 

1 Period from 6-12-06 (commencement of operations) to 2-28-07.

See notes to financial statements

Annual report | U.S. Core Fund

23

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

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.

CLASS A SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $22.24 
Net investment income (loss)2  0.12  0.16 
Net realized and unrealized     
gain (loss) on investments  2.41  (1.88) 
Total from investment operations  2.53  (1.72) 
Less distributions     
From net investment income  (0.09)  (0.17) 
From net realized gain  (0.20)  (0.93) 
  (0.29)  (1.10) 
Net asset value, end of period  $22.24  $19.42 
Total return3,4 (%)  12.645  (8.16) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $19  $18 
Ratios (as a percentage of average net assets):     
Expenses before reductions  1.936  1.86 
Expenses net of fee waivers, if any  1.346  1.34 
Expenses net of all fee waivers and credits  1.346  1.34 
Net investment income (loss)  0.766  0.70 
Portfolio turnover (%)  365  81 

1 Class A shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

U.S. Core Fund | Annual report

24

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

Financial highlights

CLASS B SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $22.20 
Net investment income (loss)2  0.02  —3 
Net realized and unrealized     
gain (loss) on investments  2.40  (1.88) 
Total from investment operations  2.42  (1.88) 
Less distributions     
From net investment income  (0.02)  (0.01) 
From net realized gain  (0.20)  (0.93) 
  (0.22)  (0.94) 
Net asset value, end of period  $22.20  $19.38 
Total return4,5 (%)  12.076  (8.84) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —7  —7 
Ratios (as a percentage of average net assets):     
Expenses before reductions  13.588  6.98 
Expenses net of fee waivers, if any  2.048  2.05 
Expenses net of all fee waivers and credits  2.048  2.05 
Net investment income (loss)  0.128  —9 
Portfolio turnover (%)  366  81 

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Less than $0.01 per share.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,000.

8 Annualized.

9 Less than 0.01% .

See notes to financial statements

Annual report | U.S. Core Fund

25


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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $22.21 
Net investment income (loss)2  0.03  —3 
Net realized and unrealized     
gain (loss) on investments  2.40  (1.88) 
Total from investment operations  2.43  (1.88) 
Less distributions     
From net investment income  (0.02)  (0.01) 
From net realized gain  (0.20)  (0.93) 
  (0.22)  (0.94) 
Net asset value, end of period  $22.21  $19.39 
Total return4,5 (%)  12.126  (8.84) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $3  $3 
Ratios (as a percentage of average net assets):     
Expenses before reductions  3.827  2.94 
Expenses net of fee waivers, if any  2.047  2.05 
Expenses net of all fee waivers and credits  2.047  2.05 
Net investment income (loss)  0.167  (0.01) 
Portfolio turnover (%)  366  81 

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Less than $0.01 per share.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

See notes to financial statements

U.S. Core Fund | Annual report

26

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $22.26 
Net investment income (loss)2  0.18  0.25 
Net realized and unrealized     
gain (loss) on investments  2.41  (1.89) 
Total from investment operations  2.59  (1.64) 
Less distributions     
From net investment income  (0.13)  (0.26) 
From net realized gain  (0.20)  (0.93) 
  (0.33)  (1.19) 
Net asset value, end of period  $22.26  $19.43 
Total return3,4 (%)  12.955  (7.82) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  —6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  17.837  12.79 
Expenses net of fee waivers, if any  0.957  0.95 
Expenses net of all fee waivers and credits  0.957  0.95 
Net investment income (loss)  1.167  1.10 
Portfolio turnover (%)  365  81 

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

Annual report | U.S. Core Fund

27

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

Financial highlights

CLASS R1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $22.20 
Net investment income (loss)2  0.06  0.13 
Net realized and unrealized     
gain (loss) on investments  2.42  (1.88) 
Total from investment operations  2.48  (1.75) 
Less distributions     
From net investment income  (0.08)  (0.15) 
From net realized gain  (0.20)  (0.93) 
  (0.28)  (1.08) 
Net asset value, end of period  $22.20  $19.37 
Total return3,4 (%)  12.385  (8.32) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  —6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  21.127  15.98 
Expenses net of fee waivers, if any  1.697  1.45 
Expenses net of all fee waivers and credits  1.697  1.45 
Net investment income (loss)  0.417  0.59 
Portfolio turnover (%)  365  81 

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

U.S. Core Fund | Annual report

28

Notes to financial statements

1. Organization

John Hancock U.S. Core Fund (the Fund) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek high total return.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I and Class R1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other subsidiaries of John Hancock USA owned 777,709, 5,271, 5,359 and 5,319 shares of beneficial interest of Class A, Class B, Class I and Class R1, respectively, of the Fund on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT), an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary

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of MFC, are valued at their net asset value each business day. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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 marke t data.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing signifi-cant amounts of assets in frequently traded, U.S. exchange-listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Funds will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair

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value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161), Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 161 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefi t of the Fund and the counterparty.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

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Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collat eral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley) which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of fund securities of the Fund. The risk of having one primary borrower of securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008, the Fund loaned securities having a market value of $26,352 collateralized by securities in the amount of $26,879.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on finan-cial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

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The following is a summary of open futures contracts at February 29, 2008:

          UNREALIZED 
  NUMBER OF    EXPIRATION  NOTIONAL  APPRECIATION 
OPEN CONTRACTS  CONTRACTS  POSITION  DATE  VALUE  (DEPRECIATION) 
S&P Mini 500           
Index Futures  7  Long  Mar 2008  $465,955  ($25,418) 

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $234,735 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $244,036 and long-term capital gain $29,472. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $761,252 and long-term capital gain $386,829. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $19,302 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.78% of the first $500,000,000 of the Fund’s aggregate daily net assets; (b) 0.76% of the next $500,000,000 of the Fund’s aggregate daily net assets; (c) 0.75% of the next $1,500,000,000 of the Fund’s aggregate daily net assets; and (d) 0.74% of the Fund’s aggregate daily net assets in excess of $2,500,000,000. Aggregate net assets include the net assets of the Fund, U.S. Core Trust, Growth and Income Trust, and a portion of the net assets of the Managed Trust Series of John Hancock Trust, the U.S. Core Fund, a series of John Hancock

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Funds II, that are subadvised by Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.76% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.10% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.35% for Class A shares, 2.05% for Class B, 2.05% for Class C, 0.95% for Class I and 1.45% for Class R1. Accordingly, the expense reductions or reimbursements related to this agreement were $105,283, $16,541, $32,283, $18,472 and $16,429 for Class A, Class B, Class C, Class I and Class R1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until Jun e 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $10,610 with an annual effective rate of 0.04% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C and Class R1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00% and 0.50% of average daily net asset value of Class A, Class B, Class C and Class R1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $56,437 with regard to sales

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of Class A shares. Of this amount, $9,186 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $47,209 was paid as sales commissions to unrelated broker-dealers; and $42 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $1,352 for Class B shares and $611 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $175.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $101 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer  Blue  Printing and 
Share class  service fees  agent fees  sky fees  postage fees 
Class A  $60,215  $14,155  $15,342  $6,099 
Class B  3,359  683  14,720  3 
Class C  36,483  3,706  14,719  1,438 
Class I  —  80  17,698  59 
Class R1  571  233  15,876  3 
Total  $100,628  $18,857  $78,355  $7,602 

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4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% .

In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

6. Fund share transactions

Share activities for the Fund for the period ended February 28, 2007, and the year ended February 29, 2008, were as follows:

  Period ended 2-28-071  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares         
Sold  864,514  $17,543,185  106,396  $2,395,336 
Distributions reinvested  10,725  239,263  43,986  939,554 
Repurchased  (2,906)  (65,923)  (117,140)  (2,611,267) 
Net increase (decrease)  872,333  $17,716,525  33,242  $723,623 
 
Class B shares         
Sold  13,046  $278,326  5,003  $110,340 
Distributions reinvested  94  2,087  640  13,671 
Repurchased  (292)  (6,586)  (1,099)  (25,142) 
Net increase (decrease)  12,848  $273,827  4,544  $98,869 
 
Class C shares         
Sold  147,710  $3,240,381  31,279  $715,779 
Distributions reinvested  1,205  26,878  7,433  158,760 
Repurchased  (5,402)  (121,094)  (19,244)  (404,858) 
Net increase (decrease)  143,513  $3,146,165  19,468  $469,681 
 
Class I shares         
Sold  5,545  $111,000  14,516  $326,350 
Distributions reinvested  82  1,835  1,116  23,848 
Repurchased  —  —  (12,136)  (253,563) 
Net increase (decrease)  5,627  $112,835  3,496  $96,635 
 
Class R1 shares         
Sold  5,000  $100,000  —  — 
Distributions reinvested  62  1,390  257  5,478 
Net increase (decrease)  5,062  $101,390  257  $5,478 
 
Net increase (decrease)  1,039,383  $21,350,742  61,007  $1,394,286 

1Period from 6-12-06 (commencement of operations) to 2-28-07.

7. Purchases and sales of securities and obligations of the U.S. government, during Purchases and proceeds from sales or maturities the year ended February 29, 2008, aggregated of securities, other than short-term securities $19,186,533 and $18,750,220, respectively.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock U.S. Core Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock U.S. Core Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standa rds require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $386,839 as a long-term capital gain dividend. With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 100.00% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
 
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

Annual report | U.S. Core Fund

39

Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
  
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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40

Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

Annual report | U.S. Core Fund

41

Principal officers who are not Trustees (continued)

Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

U.S. Core Fund | Annual report

42

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Advisers, LLC  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
601 Congress Street  2 Avenue de Lafayette  Preston Gates Ellis LLP 
Boston, MA 02210-2805  Boston, MA 02111  One Lincoln Street 
Boston, MA 02111-2950 
Subadviser  Transfer agent   
Grantham, Mayo,  John Hancock Signature  Independent registered 
Van Otterloo & Co. LLC  Services, Inc.  public accounting firm 
40 Rowes Wharf  P.O. Box 9510  PricewaterhouseCoopers LLP 
Boston, MA 02110  Portsmouth, NH 03802-9510  125 High Street 
  Boston, MA 02110 
Principal distributor   
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
 
Internet  www.jhfunds.com   
 
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

Annual report | U.S. Core Fund

43


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www.jhfunds.com

Now available: electronic delivery www.jhfunds. com/edelivery

This report is for the information of the shareholders of John Hancock U.S. Core Fund.  6500A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

The year ended February 29, 2008, was a challenging one for international markets. While foreign stocks continued to outperform U.S. equities, share prices weakened notably in the final four months of the period, as a slew of unfavorable economic and corporate earnings data built a convincing case that a serious U.S.-centered slowdown was, in fact, occurring, and that the fallout from the subprime mortgage crisis was by no means as contained as investors had previously hoped. Against this backdrop, the MSCI EAFE Net Total Return Index returned 0.84%, while the average foreign large value fund monitored by Morningstar Inc. gained –1.23% .

“The year ended February 29,
2008, was a challenging one for
international markets. “

During the past year, John Hancock International Core Fund’s Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares returned –0.76%, –1.48%, –1.48%, –0.33%, –0.82%, –0.25% and –0.20%, respectively, at net asset value. During this period, the Fund’s momentum criteria worked better than its valuation parameters.

Among countries, the Fund received its biggest boosts from Canada, Italy and Japan. The largest Canada-based contributor was fertilizer maker Potash Corp. of Saskatchewan, Inc. Another Canadian standout was Research In Motion, Ltd. (RIM), maker of the popular BlackBerry handheld messaging device. Other contributors included U.K.-based Rio Tinto PLC, a mining company, and Dutch bank ABM AMRO Holding N.V. Not owning benchmark component UBS AG, a Swiss bank hurt by the subprime mortgage crisis, was beneficial as well. Conversely, the Fund’s two largest detractors were U.K. holdings: Royal Bank of Scotland Group PLC and drug stock GlaxoSmithKline PLC. Another drug holding, France-based Sanofi-Aventis SA, struggled despite what we considered an attractive valuation. Underweighting strong-performing Australian mining stock BHP Billiton, Ltd. and overweighting Japanese automaker Honda Motor Company, Ltd. further hurt performance.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

International Core Fund | Annual report

6

A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year   inception  1-year  5-year  10-year   inception 
A1,2  9-16-05  –5.72%  —  —  10.00%  –5.72%  —  —  26.33% 
B  6-12-06  –5.99  —  —  8.57  –5.99  —  —  15.22 
C  6-12-06  –2.38  —  —  10.75    –2.38  —  —  19.25 
I3  6-12-06  –0.33  —  —  12.01  –0.33  —  —  21.58 
R13  6-12-06  –0.82  —  —  11.33  –0.82  —  —  20.32 
13  11-6-06    –0.25  —  —  5.91  –0.25  —  —  7.84 
NAV3  8-29-06  –0.20  —  —  7.63  –0.20  —  —  11.68 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I, Class R1, Class 1 and Class NAV shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 6-30-08. The net expenses are as follows: Class A — 1.61%, Class B — 2.39%, Class C — 2.39%, Class I — 1.20%, Class R1 — 1.94%, Class 1 — 1.14% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 2.23%, Class B — 6.83%, Class C — 3.72%, Class I — 12.52%, Class R1 — ; 20.40%, Class 1 — 1.23% . For Class NAV, the net expense equals the gross expense and is 1.08% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 Effective June 12, 2006, shareholders of the former GMO International Disciplined Equity Fund (the Predecessor Fund) became owners of that number of full and fractional shares of John Hancock International Core Fund Class A. Additionally, the accounting and performance history of the former GMO International Disciplined Equity Fund was redesignated as that of John Hancock International Core Fund Class A.

2 Class A performance linked back to the Predecessor Fund.

3 For certain types of investors as described in the Fund’s Class I, Class R1, Class 1 and Class NAV share prospectuses.

Annual report | International Core Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in International Core Fund Class A1 shares for the period indicated. For comparison, we’ve shown the same investment in the MSCI EAFE Net Total Return Index.


      With maximum   
Class  Period beginning  Without sales charge  sales charge  Index 
B  6-12-06  $11,922  $11,522  $12,254 
C3  6-12-06  11,925  11,925  12,254 
I4  6-12-06  12,158  12,158  12,254 
R14  6-12-06  12,032  12,032  12,254 
14  11-6-06  10,784  10,784  10,893 
NAV4  8-29-06  11,168  11,168  11,399 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

MSCI EAFE Net Total Return Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index is designed to measure developed market equity performance, excluding the U.S. and Canada. As of June 2006, the MSCI EAFE Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and United Kingdom. Returns are calculated and presented net of withholding tax.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 Class A performance linked back to the Predecessor Fund.

2 NAV represents net asset value and POP represents public offering price.

3 No contingent deferred sales charge applicable.

4 For certain types of investors as described in the Fund’s Class I, Class R1, Class 1 and Class NAV share prospectuses.

International Core Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■  Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■  Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during period 
  on 9-1-07  on 2-29-08  on 2-29-081 
Class A  $1,000.00  $930.10  $7.87 
Class B  1,000.00  926.66  11.54 
Class C  1,000.00  926.90  11.50 
Class I  1,000.00  932.30  5.67 
Class R1  1,000.00  931.03  7.06 
Class 1  1,000.00  932.47  5.48 
Class NAV  1,000.00  932.87  5.19 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | International Core Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during period 
  on 9-1-07  on 2-29-08  on 2-29-081 
Class A  $1,000.00  $1,016.71  $8.22 
Class B  1,000.00  1,012.88  12.06 
Class C  1,000.00  1,012.93  12.01 
Class I  1,000.00  1,019.00  5.92 
Class R1  1,000.00  1,017.55  7.37 
Class 1  1,000.00  1,019.19  5.72 
Class NAV  1,000.00  1,019.49  5.42 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.64%, 2.41%, 2.40%, 1.18%, 1.47%, 1.14% and 1.08% for Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

International Core Fund | Annual report

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Portfolio summary

Top 10 holdings1       
GlaxoSmithKline PLC  3.6%  Eni SpA  2.6% 
Vodafone Group PLC  3.4%  Novartis AG  2.3% 
Total SA  3.2%  Rio Tinto PLC  1.7% 
Nokia AB Oyj  3.0%    Royal Bank of Scotland Group PLC  1.6% 
Sanofi-Aventis SA  2.8%  ING Groep NV  1.4% 
  
Sector distribution1       
Consumer non-cyclical  16%  Basic materials  9% 
Financial  14%  Industrial  8% 
Consumer cyclical  12%  Utilities  4% 
Energy  11%  Technology  2% 
Communications  10%  Other  14% 

1As a percentage of net assets on February 29, 2008.

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11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into four main categories: common stocks, preferred stocks, short-term investments and repurchase agreements. Common stocks and preferred stocks are further broken down by country. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer  Shares  Value 
 
Common stocks 94.10%    $1,558,995,008 
(Cost $1,499,281,583)     
 
Australia 4.85%    80,272,886 
Australia and New Zealand Banking Group, Ltd. (a)  237,471  4,792,014 
Australian Stock Exchange, Ltd.  24,466  940,659 
BHP Billiton, Ltd.  322,683  11,675,552 
Bluescope Steel, Ltd. (a)  321,766  3,218,669 
CSL, Ltd. (a)  127,523  4,277,047 
Fortescue Metals Group, Ltd. *  150,679  1,068,151 
Foster’s Group, Ltd. (a)  346,465  1,706,984 
Incitec Pivot, Ltd.  6,922  940,161 
Leighton Holdings, Ltd. (a)  56,306  2,360,403 
Macquarie Group, Ltd. (a)  21,259  1,061,683 
Mirvac Group, Ltd.  596,676  2,115,061 
Newcrest Mining, Ltd.  76,164  2,647,957 
Qantas Airways, Ltd. (a)  300,772  1,169,781 
QBE Insurance Group, Ltd.  40,666  841,125 
Stockland Company, Ltd. (a)  750,276  4,855,452 
Suncorp-Metway, Ltd. (a)  439,159  5,633,631 
TABCORP Holdings, Ltd. (a)  226,226  3,189,167 
Telstra Corp., Ltd. (a)  1,313,330  5,903,919 
Westpac Banking Corp., Ltd. (a)  284,859  6,092,743 
Woodside Petroleum, Ltd. (a)  191,463  10,011,878 
Woolworths, Ltd.  153,635  4,103,146 
Zinifex, Ltd.  165,755  1,667,703 
 
Austria 0.12%    2,011,145 
OMV AG  27,834  2,011,145 
 
Belgium 1.16%    19,159,339 
Belgacom SA  24,874  1,191,266 
Colruyt SA  3,066  749,170 
Delhaize Group  10,889  824,651 
Dexia (a)  271,408  6,380,839 
Fortis Group SA  340,709  7,527,067 
Solvay SA (a)  8,778  1,103,141 
UCB SA  29,180  1,383,205 

See notes to financial statements

International Core Fund | Annual report

12

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

Issuer  Shares  Value 
 
Canada 3.05%    $50,612,527 
Barrick Gold Corp.  33,100  1,721,839 
BCE, Inc.  50,388  1,826,101 
Canadian Imperial Bank of Commerce  50,470  3,424,832 
Canadian Natural Resources, Ltd.  45,537  3,412,557 
Canadian Pacific Railway, Ltd.  11,500  835,875 
EnCana Corp.  83,497  6,365,029 
Magna International, Inc.  30,600  2,244,052 
National Bank of Canada (a)  83,465  4,119,614 
Potash Corp. of Saskatchewan, Inc.  86,100  13,688,522 
Research In Motion, Ltd. *  99,300  10,344,149 
Sun Life Financial, Inc.  54,900  2,629,957 
 
Denmark 0.49%    8,117,656 
A P Moller Maersk AS, Series A  87  897,996 
FLS Industries AS, B Shares  29,550  2,758,987 
Novo Nordisk AS  32,900  2,250,635 
Vestas Wind Systems AS *  21,800  2,210,038 
 
Finland 4.20%    69,583,976 
Fortum Corp. Oyj  95,228  3,976,022 
Metra Oyj, B Shares  19,800  1,353,458 
Neste Oil Oyj (a)  82,084  2,872,050 
Nokia AB Oyj  1,358,607  48,811,467 
Outokumpu Oyj (a)  91,904  3,485,826 
Rautaruukki Oyj (a)  81,209  3,540,742 
Sampo Oyj, A Shares  204,287  5,544,411 
 
France 10.01%    165,911,053 
Air Liquide  11,615  1,643,792 
Alstom  37,500  7,880,981 
BNP Paribas SA  114,165  10,206,345 
Bouygues SA  35,943  2,454,913 
Casino Guich-Perrachon SA  34,335  3,883,537 
Compagnie de Saint-Gobain SA  34,715  2,713,826 
Compagnie Generale des Etablissements Michelin, Class B  15,410  1,517,736 
Credit Agricole SA  33,770  916,006 
Electricite de France  20,271  1,890,676 
Essilor International SA  21,430  1,272,466 
France Telecom SA  266,145  8,934,247 
Hermes International SA  11,601  1,357,711 
L’Oreal SA  21,622  2,565,922 
Pernod-Ricard SA  14  1,481 
PSA Peugeot Citroen SA  114,059  8,670,677 
Renault Regie Nationale SA  48,565  5,188,999 
Sanofi-Aventis SA  624,670  46,170,980 
Societe Generale NV — New Shares*  10,582  1,162,790 
Societe Generale  42,330  4,529,280 
Total SA  703,132  52,948,688 

See notes to financial statements

Annual report | International Core Fund

13

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

Issuer  Shares  Value 
 
Germany 8.16%    $135,115,941 
Adidas-Salomon AG  48,679  3,088,967 
Allianz AG  21,271  3,682,646 
BASF AG  95,384  12,136,584 
Bayer AG  74,877  5,765,891 
Bayerische Motoren Werke (BMW) AG  89,416  4,901,199 
DaimlerChrysler AG (a)  161,050  13,517,845 
Deutsche Bank AG  23,480  2,622,216 
Deutsche Boerse AG  43,796  6,941,903 
Deutsche Post AG  33,698  1,121,080 
E.ON AG  69,370  13,037,597 
K&S AG  14,071  4,094,299 
Linde AG  14,299  1,902,475 
MAN AG  35,314  4,648,369 
Muenchener Rueckversicherungs-Gesellschaft AG  45,388  7,999,051 
Q-Cells AG * (a)  34,896  2,803,785 
RWE AG  36,306  4,391,000 
Salzgitter AG  33,438  5,900,353 
SAP AG  138,410  6,622,290 
Siemens AG  72,334  9,313,734 
Suedzucker AG (a)  49,851  1,095,980 
Thyssen Krupp AG  99,321  5,713,189 
Volkswagen AG  50,084  11,384,133 
Wacker Chemie AG  11,397  2,431,355 
 
Greece 0.13%    2,126,037 
National Bank of Greece SA  39,238  2,126,037 
 
Hong Kong 1.91%    31,677,154 
CLP Holdings, Ltd. (a)  1,140,199  8,913,084 
Esprit Holdings, Ltd.  179,000  2,233,782 
Hang Seng Bank, Ltd.  59,700  1,131,516 
Henderson Land Development Company, Ltd.  133,000  1,032,584 
Hong Kong & China Gas Company, Ltd.  334,000  964,165 
Hong Kong Electric Holdings, Ltd. (a)  873,854  4,915,395 
Hong Kong Exchange & Clearing, Ltd.  346,500  6,586,829 
Noble Group, Ltd. (a)  518,361  811,245 
Sun Hung Kai Properties, Ltd.  230,000  4,022,502 
Yue Yuen Industrial Holdings, Ltd. (a)  360,218  1,066,052 
 
Ireland 0.49%    8,111,452 
Bank of Ireland  113,392  1,595,113 
CRH PLC  146,326  5,438,291 
Kerry Group PLC  34,358  1,078,048 

See notes to financial statements

International Core Fund | Annual report

14

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

Issuer  Shares  Value 
 
Italy 3.09%    $51,214,190 
Enel SpA  310,819  3,353,848 
Eni SpA  1,254,342  43,313,919 
Fiat SpA, RNC  39,512  660,327 
Fondiaria-Sai SpA  20,600  626,974 
Italcementi SpA, RNC  36,738  558,724 
Luxottica Group SpA (a)  46,514  1,281,405 
Mediaset SpA  157,127  1,418,993 
 
Japan 19.90%    329,764,519 
Acom Company, Ltd.  41,180  1,191,122 
Aisin Seiki Company (a)  24,000  955,976 
Alps Electric Company, Ltd. (a)  46  538 
Asahi Breweries, Ltd.  53,200  994,414 
Astellas Pharmaceuticals, Inc.  62,400  2,727,239 
Cosmo Oil Company, Ltd. (a)  421,000  1,391,180 
Daiichi Sankyo Company, Ltd.  201,053  6,239,374 
Daikin Industries, Ltd.  101,000  4,544,745 
Dena Company, Ltd. *  165  1,069,140 
Denso Corp.  42,800  1,597,789 
Eisai Company, Ltd.  56,280  2,029,705 
Fanuc, Ltd.  26,100  2,433,272 
Fast Retailing Company, Ltd. (a)  31,100  2,297,431 
Fuji Heavy Industries, Ltd.  340,116  1,483,747 
Haseko Corp. * (a)  130,847  197,350 
Hitachi, Ltd.  384,000  2,782,394 
Hokkaido Electric Power Company, Inc.  88,699  1,986,261 
Honda Motor Company, Ltd.  633,812  19,347,316 
Hoya Corp.  122,700  3,113,259 
Ibiden Company, Ltd.  44,500  2,124,910 
Inpex Holdings, Inc.  145  1,629,150 
Isuzu Motors, Ltd.  141,542  644,545 
Itochu Corp.  1,053,047  11,088,953 
Japan Real Estate Investment Corp., REIT (a)  126  1,402,139 
JFE Holdings, Inc.  90,800  4,045,846 
Kao Corp. (a)  150,050  4,619,710 
Kawasaki Kisen Kaisha, Ltd. (a)  593,000  6,015,400 
Keyence Corp.  9,100  2,123,311 
Komatsu, Ltd.  215,100  5,464,503 
Konami Corp. (a)  51,323  1,699,449 
Konica Minolta Holdings, Inc.  177,500  2,514,669 
Kyushu Electric Power Company, Inc.  87,580  2,206,647 
Marubeni Corp.  992,824  7,516,767 
Matsushita Electric Industrial Company, Ltd.  111,000  2,337,814 
Mitsubishi Corp.  519,095  15,837,829 
Mitsubishi Electric Corp.  255,000  2,335,661 

See notes to financial statements

Annual report | International Core Fund

15

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

Issuer  Shares  Value 
 
Japan (continued)     
Mitsubishi Estate Company, Ltd.  81,404  $1,983,854 
Mitsui & Company, Ltd.  523,560  11,386,084 
Mitsui O.S.K. Lines, Ltd.  399,000  5,182,162 
Mitsui Trust Holdings, Inc.  675,553  4,656,880 
Mitsumi Electric Company, Ltd. (a)  32,300  1,003,774 
Murata Manufacturing Company, Ltd.  23,500  1,275,062 
NGK INSULATORS, LTD. (a)  109,000  2,475,162 
Nidec Corp.  15,600  1,033,739 
Nikon Corp. (a)  119,000  3,333,191 
Nintendo Company, Ltd.  32,900  16,380,754 
Nippon Building Fund, Inc., REIT  137  1,685,509 
Nippon Mining Holdings, Inc.  535,000  3,168,724 
Nippon Oil Corp.  812,000  5,539,199 
Nippon Steel Corp.  546,000  2,872,614 
Nippon Telegraph & Telephone Corp.  1,565  6,824,548 
Nippon Yusen Kabushiki Kaisha (a)  503,000  4,647,932 
Nissan Motor Company, Ltd.  1,261,500  11,344,634 
Nitto Denko Corp.  19,100  929,943 
Nomura Research Institute, Ltd. (a)  40,700  1,159,180 
NTT DoCoMo, Inc.  5,794  8,488,613 
Olympus Optical Company, Ltd. (a)  48,000  1,405,518 
Osaka Gas Company, Ltd.  1,740,120  6,981,967 
Resona Holdings, Inc. (a)  4,188  6,774,150 
Ricoh Company, Ltd.  257,000  4,127,452 
Rohm Company, Ltd.  12,700  926,281 
SBI Holdings, Inc. (a)  7,172  1,756,482 
Secom Company, Ltd. (a)  22,100  1,114,481 
SEGA SAMMY HOLDINGS, INC. (a)  208,300  2,298,201 
Seven & I Holdings Company, Ltd. (a)  388,700  9,665,126 
Shin-Etsu Chemical Company, Ltd.  153,800  8,300,022 
Shinko Securities Company, Ltd.  196,000  672,668 
Shiseido Company, Ltd.  41,000  934,345 
Showa Shell Sekiyu K.K. (a)  158,800  1,611,063 
Sojitz Holdings Corp.  1,326,000  4,970,544 
Sony Corp.  69,000  3,259,780 
Sumco Corp.  124,700  2,757,567 
Sumitomo Chemical Company, Ltd.  182,000  1,259,863 
Sumitomo Corp.  328,596  4,725,601 
Sumitomo Electric Industries, Ltd.  68,200  1,009,225 
Taisho Pharmaceuticals Company, Ltd.  44,790  912,747 
Takeda Pharmaceutical Company, Ltd.  256,189  14,295,090 
Takefuji Corp. (a)  118,290  2,987,773 
TDK Corp.  51,600  3,667,867 
Terumo Corp.  50,200  2,725,726 
The Japan Steel Works, Ltd. (a)  166,000  2,697,637 

See notes to financial statements

International Core Fund | Annual report

16

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

Issuer  Shares  Value 
 
Japan (continued)     
The Tokyo Electric Power Company, Ltd.  79,439  $2,040,951 
Tokyo Gas Company, Ltd.  469,397  2,105,610 
Tokyu Land Corp.  164,000  1,105,371 
TonenGeneral Sekiyu K.K. (a)  121,133  1,149,972 
Toshiba Corp.  408,000  3,060,298 
Yahoo Japan Corp.  3,260  1,449,407 
Yamada Denki Company, Ltd.  18,920  1,654,621 
 
Luxembourg 0.69%    11,386,156 
ArcelorMittal  149,959  11,386,156 
 
Netherlands 3.78%    62,638,592 
Aegon NV  665,325  9,936,252 
DSM NV  59,695  2,626,963 
Heineken Holding NV  28,268  1,437,191 
Heineken NV  138,273  7,798,665 
ING Groep NV  672,195  22,338,189 
Reed Elsevier NV  219,299  4,074,150 
Royal Dutch Shell PLC, A Shares EUR  327,014  11,693,875 
TNT Post Group NV  37,942  1,494,249 
TomTom NV * (a)  26,440  1,239,058 
 
Norway 0.59%    9,794,032 
Den Norske Bank ASA  97,700  1,429,116 
Statoil ASA  274,518  8,364,916 
 
Singapore 2.04%    33,724,663 
Capitaland, Ltd. *  280,000  1,237,052 
City Developments, Ltd.  72,000  604,278 
Cosco Corp. Singapore, Ltd.  908,600  2,577,690 
K-REIT Asia *  46,908  55,148 
Neptune Orient Lines, Ltd. (a)  577,488  1,262,014 
Oversea-Chinese Banking Corp., Ltd.  643,000  3,468,687 
SembCorp Industries, Ltd.  396,802  1,334,181 
SembCorp Marine, Ltd. (a)  1,157,573  2,964,554 
Singapore Exchange, Ltd. (a)  437,000  2,542,745 
Singapore Press Holdings, Ltd. (a)  769,000  2,396,267 
Singapore Telecommunications, Ltd.  4,146,350  11,218,964 
United Overseas Bank, Ltd.  193,000  2,447,118 
Wilmar International, Ltd. (a)  522,000  1,615,965 
 
Spain 1.92%    31,785,689 
Gas Natural SDG SA  39,851  2,414,716 
Iberdrola SA  246,931  3,566,379 
Industria de Diseno Textil SA  55,517  2,862,103 
Repsol YPF SA  259,557  8,953,851 
Telefonica SA  483,424  13,988,640 

See notes to financial statements

Annual report | International Core Fund

17

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

Issuer  Shares  Value 
 
Sweden 1.26%    $20,952,916 
Hennes & Mauritz AB, B shares (a)  98,450  5,521,877 
Investor AB, B shares (a)  287,600  6,083,440 
Scania AB, Series B *  120,100  2,897,454 
SKF AB, B Shares * (a)  115,600  2,126,084 
Svenska Handelsbanken AB, Series A (a)  67,100  1,869,327 
Swedbank AB, A shares (a)  51,400  1,389,231 
Tele2 AB, Series B  60,620  1,065,503 
 
Switzerland 5.92%    98,002,005 
ABB, Ltd. (a)  418,546  10,427,777 
Compagnie Financiere Richemont AG, Series A *  57,283  3,316,037 
Nestle SA  39,327  18,770,316 
Novartis AG (a)  768,587  37,962,657 
Roche Holdings AG — Genusschein  38,903  7,629,204 
Swatch Group AG, BR shares  8,824  2,590,062 
Swiss Re  66,385  5,320,983 
Syngenta AG *  8,817  2,534,970 
Synthes AG (a)  7,112  996,686 
Zurich Financial Services AG  27,041  8,453,313 
 
United Kingdom 20.34%    337,033,080 
3i Group PLC  393,174  6,354,379 
Alliance & Leicester PLC  95,433  1,058,410 
AMEC PLC  179,435  2,737,169 
Antofagasta PLC  110,784  1,765,708 
Associated British Foods PLC  61,455  1,029,743 
AstraZeneca Group PLC  509,680  19,050,494 
Aviva PLC  315,781  3,806,239 
Barclays PLC  700,199  6,562,476 
BG Group PLC  587,891  13,857,180 
BHP Billiton PLC  357,187  11,426,454 
Biffa PLC  111  762 
British American Tobacco PLC  93,057  3,489,332 
Cadbury Schweppes PLC  162,871  1,812,945 
Capita Group PLC *  179,156  2,321,384 
Centrica PLC  70,541  450,384 
Diageo PLC  188,305  3,847,987 
GlaxoSmithKline PLC  2,749,055  60,008,031 
HBOS PLC  654,888  7,782,025 
Home Retail Group  553,425  2,826,932 
ICAP PLC  78,176  973,407 
Imperial Tobacco Group PLC  151,536  7,014,950 
International Power PLC  330,279  2,481,328 
Kingfisher PLC  512,023  1,321,736 
Ladbrokes PLC  311,943  1,873,179 
London Stock Exchange Group PLC  31,494  844,562 

See notes to financial statements

International Core Fund | Annual report

18

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

Issuer  Shares  Value 
 
United Kingdom (continued)     
Next Group PLC  102,537  $2,600,527 
Old Mutual PLC  1,139,012  2,813,439 
Reckitt Benckiser PLC  76,953  4,150,931 
Reed Elsevier PLC * (a)  146,035  1,837,981 
Reuters Group PLC  215,756  2,548,080 
Rio Tinto PLC  252,295  28,385,070 
Royal Bank of Scotland Group PLC  3,419,466  25,852,923 
Royal Dutch Shell PLC, A Shares, GBP  440,387  15,746,641 
Royal Dutch Shell PLC, B Shares, GBP  162,810  5,711,679 
SABMiller PLC  68,926  1,431,984 
Scottish & Southern Energy PLC  121,440  3,550,987 
Smith & Nephew PLC  106,314  1,381,351 
Taylor Woodrow PLC  890,383  3,012,914 
Tesco PLC  417,399  3,298,446 
The Sage Group PLC  192,857  751,838 
Tullow Oil PLC  84,957  1,053,155 
Unilever PLC  154,381  4,863,964 
United Utilities PLC  149,177  2,042,710 
Vedanta Resources PLC  40,711  1,751,436 
Vodafone Group PLC  17,589,501  56,628,722 
Wolseley PLC  238,710  2,921,106 
 
Preferred stocks 0.51%    $8,385,319 
(Cost $5,866,028)     
 
Germany 0.51%    8,385,319 
Bayerische Motoren Werke (BMW) AG  10,400  481,090 
Porsche Automobil Holding SE  2,297  3,937,016 
Volkswagen AG  28,509  3,967,213 
 
   Principal   
  amount   
 
Short-term investments 12.17%    $201,621,129 
(Cost $201,621,129)     
John Hancock Cash Investment Trust, 3.5681% (c)(f)  $201,621,129  201,621,129 

See notes to financial statements

Annual report | International Core Fund

19

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

  Principal   
Issuer  amount  Value 
 
Repurchase agreements 4.11%    $68,140,000 
(Cost $68,140,000)     
Repurchase Agreement with State Street Corp. dated 2-29-08     
at 2.35% to be repurchased at $68,153,344 on 3-3-08,     
collateralized by $69,245,000 Federal National Mortgage     
Association, 6.30%, due 12-21-26 (valued at $69,504,669,     
including interest)  $68,140,000  68,140,000 
 
Total investments (Cost $1,774,908,740)† 110.89%    $1,837,141,456 
 
Liabilities in excess of other assets (10.89%)    ($180,483,109) 
 
Total net assets 100.00%    $1,656,658,347 
 

Percentages are stated as a percent of net assets.

The portfolio had the following five top industry concentrations as of February 29, 2008 (as a percentage of total net assets):

Telecommunications equipment & services  9.44% 
International oil  9.02% 
Pharmaceuticals  8.46% 
Banking  6.31% 
Automobiles  5.34% 

ADR American Depositary Receipt

PLC Public Limited Company

REIT Real Estate Investment Trust

SBI Shares Beneficial Interest

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $1,777,068,135. Net unrealized appreciation aggregated $60,073,321, of which $183,406,564 related to appreciated investment securities and $123,333,243 related to depreciated investment securities.

See notes to financial statements

International Core Fund | Annual report

20

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments in unaffiliated issuers, at value (cost $1,505,147,611)   
including $192,020,123 of securities loaned (Note 2)  $1,567,380,327 
Repurchase agreement, at value (cost $68,140,000) (Note 2)  68,140,000 
Investments in affiliated issuers, at value (cost $201,621,129) (Note 2)  201,621,129 
 
Total investments, at value (cost $1,774,908,740)  1,837,141,456 
Cash  738 
Foreign currency, at value (cost $521,164)  532,556 
Cash collateral at broker for futures contracts  20,700,000 
Receivable for forward foreign currency exchange contracts (Note 2)  11,555,061 
Receivable for fund shares sold  227,456 
Dividends and interest receivable (net of tax)  4,369,698 
Receivable for security lending income  88,934 
Receivable due from adviser  109,253 
Other assets  14,208 
 
Total assets  1,874,739,360 
 
Liabilities   
Payable for investments purchased  763,518 
Payable for forward foreign currency exchange contracts (Note 2)  6,277,161 
Payable for fund shares repurchased  6,904,658 
Payable upon return of securities loaned (Note 2)  201,621,129 
Payable for futures variation margin  1,468,547 
Payable to affiliates   
Fund administration fees  30,899 
Transfer agent fees  88,686 
Distribution and service fees  50,184 
Trustees’ fees  4,530 
Other payables and accrued expenses  871,701 
 
Total liabilities  218,081,013 
 
Net assets   
Capital paid-in  $1,556,886,295 
Undistributed net investment income  14,685,496 
Accumulated undistributed net realized gain (loss) on investments,   
futures contracts and foreign currency transactions  30,809,644 
Net unrealized appreciation (depreciation) on investments,   
futures contracts, and translation of assets and liabilities in foreign currencies  54,276,912 
 
Net assets  $1,656,658,347 

See notes to financial statements

Annual report | International Core Fund

21

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

Statement of assets and liabilities (continued)

Net asset value per share   
The Fund has an unlimited number of shares authorized with no par value.   
Net asset value is calculated by dividing the net assets of each class of   
shares by the number of outstanding shares in the class.   
 
Class A   
Net assets  $130,075,228 
Shares outstanding  3,329,870 
Net asset value and redemption price per share  $39.06 
 
Class B1   
Net assets  $19,563,497 
Shares outstanding  504,201 
Net asset value and offering price per share  $38.80 
 
Class C1   
Net assets  $15,386,093 
Shares outstanding  396,486 
Net asset value and offering price per share  $38.81 
 
Class I   
Net assets  $2,874,926 
Shares outstanding  73,349 
Net asset value, offering price and redemption price per share  $39.20 
 
Class R1   
Net assets  $164,876 
Shares outstanding  4,235 
Net asset value, offering price and redemption price per share  $38.942 
 
Class 1   
Net assets  $73,862,085 
Shares outstanding  1,883,471 
Net asset value, offering price and redemption price per share  $39.22 
 
Class NAV   
Net assets  $1,414,731,642 
Shares outstanding  36,084,644 
Net asset value, offering price and redemption price per share  $39.21 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)3  $41.12 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 Net assets and shares outstanding have been rounded for presentation purposes. The net asset value is as reported on February 29, 2008.

3 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

International Core Fund | Annual report

22

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

Statement of operations For the year ended 2-29-08

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  $50,922,611 
Interest  2,624,326 
Securities lending  1,325,527 
Income from affiliated issuers  221,730 
Less foreign taxes withheld  (4,674,751) 
Total investment income  50,419,443 
 
Expenses   
Investment management fees (Note 3)  14,353,461 
Distribution and service fees (Note 3)  676,146 
Transfer agent fees (Note 3)  270,229 
Fund administration fees (Note 3)  546,691 
Blue sky fees (Note 3)  91,680 
Audit and legal fees  691,228 
Printing and postage fees (Note 3)  47,455 
Custodian fees  2,033,568 
Trustees’ fees (Note 4)  102,117 
Registration and filing fees  212,176 
Miscellaneous  19,247 
Total expenses  19,043,998 
Less expense reductions (Note 3)  (422,236) 
 
Net expenses  18,621,762 
 
Net investment income  31,797,681 
 
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in unaffiliated issuers  140,187,611 
Futures contracts  11,013,631 
Foreign currency transactions  8,665,323 
   159,866,565 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (201,319,466) 
Futures contracts  (13,608,559) 
Translation of assets and liabilities in foreign currencies  3,955,638 
  (210,972,387) 
Net realized and unrealized gain (loss)  (51,105,822) 
 
Increase (decrease) in net assets from operations  ($19,308,141) 

See notes to financial statements

Annual report | International Core Fund

23

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

Statement 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.

  Year  Year 
  ended  ended 
  2-28-07  2-29-08 
 
Increase (decrease) in net assets     
From operations     
Net investment income  $2,484,546  $31,797,681 
Net realized gain (loss)  36,328,435  159,866,565 
Change in net unrealized appreciation (depreciation)  101,813,528  (210,972,387) 
 
Increase (decrease) in net assets resulting from operations  140,626,509  (19,308,141) 
 
Distributions to shareholders     
From net investment income     
Class A  —  (1,428,621) 
Class B  —  (84,722) 
Class C  —  (64,270) 
Class I  —  (34,527) 
Class R1  —  (1,255) 
Class 1  (56,793)  (1,180,905) 
Class NAV  (986,755)  (20,701,580) 
From net realized gain     
Class A  (73,495)  (12,052,892) 
Class B  (6,331)  (1,960,810) 
Class C  (22,267)  (1,487,649) 
Class I  (1,930)  (206,228) 
Class R1  (1,056)  (10,954) 
Class 1  (731,024)  (6,868,892) 
Class NAV  (10,547,441)  (116,609,468) 
 
Total distributions  (12,427,092)  (162,692,773) 
 
From Fund share transactions (Note 6)  1,198,322,023  495,364,086 
 
Total increase (decrease)  1,326,521,440  313,363,172 
 
Net assets     
Beginning of year  16,773,735  1,343,295,175 
 
End of year  $1,343,295,175  $1,656,658,347 
 
Undistributed net investment income (loss)  ($4,292,153)  $14,685,496 

See notes to financial statements

International Core Fund | Annual report

24

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

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.

CLASS A SHARES       
 
Period ended  2-28-061  2-28-072  2-29-08 
 
Per share operating performance       
Net asset value, beginning of period  $32.60  $36.26  $43.30 
Net investment income (loss)3  0.19  0.63  0.35 
Net realized and unrealized gain       
(loss) on investments  3.47  6.79  (0.35) 
Total from investment operations  3.66  7.42  — 
Less distributions       
From net investment income  —  —  (0.45) 
From net realized gain  —  (0.38)  (3.79) 
  —  (0.38)  (4.24) 
Net asset value, end of period  $36.26  $43.30  $39.06 
Total return4 (%)  11.235,6  20.486,7  (0.76)6 
 
Ratios and supplemental data       
Net assets, end of period (in millions)  $17  $12  $130 
Ratios (as a percentage of average net assets):       
Expenses before reductions  2.228  2.23  1.68 
Expenses net of fee waivers, if any  0.558  1.40  1.65 
Expenses net of all fee waivers and credits  0.558  1.40  1.65 
Net investment income (loss)  1.238  1.58  0.78 
Portfolio turnover (%)  225  37  509 

1 Class A shares began operations on 9-16-05.

2 Effective June 12, 2006, shareholders of the former GMO International Disciplined Equity Fund (the Predecessor Fund) became owners of an equal number of full and fractional Class A shares of the John Hancock International Core Fund. Additionally, the accounting and performance history of the former GMO International Disciplined Equity Fund was redesignated as that of John Hancock International Core Fund Class A.

3 Based on the average of the shares outstanding.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Not annualized.

6 Assumes dividend reinvestment.

7 Class A returns linked back to the Predecessor Fund.

8 Annualized.

9 Excludes merger activity.

See notes to financial statements

Annual report | International Core Fund

25

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

Financial highlights

CLASS B SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $35.92  $43.08 
Net investment income (loss)2  (0.25)  — 3 
Net realized and unrealized gain     
(loss) on investments  7.79  (0.33) 
Total from investment operations  7.54  (0.33) 
Less distributions     
From net investment income  —  (0.16) 
From net realized gain  (0.38)  (3.79) 
  (0.38)  (3.95) 
Net asset value, end of period  $43.08  $38.80 
Total return4,5 (%)  21.016  (1.48) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $20 
Ratios (as a percentage of average net assets):     
Expenses before reductions  6.837  2.48 
Expenses net of fee waivers, if any  2.397  2.41 
Expenses net of all fee waivers and credits  2.397  2.40 
Net investment income (loss)  (0.84)7  — 8 
Portfolio turnover (%)  376  509 

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Less than $0.01 per share.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

8 Less than 0.01% .

9 Excludes merger activity.

See notes to financial statements

International Core Fund | Annual report

26

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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $35.92  $43.09 
Net investment income (loss)2  (0.24)  0.13 
Net realized and unrealized gain     
(loss) on investments  7.79  (0.46) 
Total from investment operations  7.55  (0.33) 
Less distributions     
From net investment income  —  (0.16) 
From net realized gain  (0.38)  (3.79) 
  (0.38)  (3.95) 
Net asset value, end of period  $43.09  $38.81 
Total return3,4 (%)  21.045  (1.48) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $4  $15 
Ratios (as a percentage of average net assets):     
Expenses before reductions  3.726  2.49 
Expenses net of fee waivers, if any  2.396  2.40 
Expenses net of all fee waivers and credits  2.396  2.40 
Net investment income (loss)  (0.79)6  0.28 
Portfolio turnover (%)  375  507 

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

7 Excludes merger activity.

See notes to financial statements

Annual report | International Core Fund

27

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $35.92  $43.43 
Net investment income (loss)2  0.16  0.55 
Net realized and unrealized gain     
(loss) on investments  7.73  (0.35) 
Total from investment operations  7.89  0.20 
Less distributions     
From net investment income  —  (0.64) 
From net realized gain  (0.38)  (3.79) 
  (0.38)  (4.43) 
Net asset value, end of period  $43.43  $39.20 
Total return3,4 (%)  21.995  (0.33) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 6  $3 
Ratios (as a percentage of average net assets):     
Expenses before reductions  12.527  2.34 
Expenses net of fee waivers, if any  1.207  1.18 
Expenses net of all fee waivers and credits  1.207  1.18 
Net investment income (loss)  0.567  1.24 
Portfolio turnover (%)  375  508 

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

8 Excludes merger activity.

See notes to financial statements

International Core Fund | Annual report

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

Financial highlights

CLASS R1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $35.92  $43.19 
Net investment income (loss)2  (0.03)  0.66 
Net realized and unrealized gain     
(loss) on investments  7.68  (0.69) 
Total from investment operations  7.65  (0.03) 
Less distributions     
From net investment income  —  (0.43) 
From net realized gain  (0.38)  (3.79) 
  (0.38)  (4.22) 
Net asset value, end of period  $43.19  $38.94 
Total return3,4 (%)  21.325  (0.82) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 6  — 6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  20.407  13.85 
Expenses net of fee waivers, if any  1.947  1.70 
Expenses net of all fee waivers and credits  1.947  1.70 
Net investment income (loss)  (0.10)7  1.48 
Portfolio turnover (%)  375  508 

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

8 Excludes merger activity.

See notes to financial statements

Annual report | International Core Fund

29

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

Financial highlights

CLASS 1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $40.56  $43.43 
Net investment income (loss)2  0.02  0.95 
Net realized and unrealized gain     
(loss) on investments  3.26  (0.72) 
Total from investment operations  3.28  0.23 
Less distributions     
From net investment income  (0.03)  (0.65) 
From net realized gain  (0.38)  (3.79) 
  (0.41)  (4.44) 
Net asset value, end of period  $43.43  $39.22 
Total return3,4 (%)  8.115  (0.25) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $82  $74 
Ratios (as a percentage of average net assets):     
Expenses before reductions  1.236  1.16 
Expenses net of fee waivers, if any  1.176  1.14 
Expenses net of all fee waivers and credits  1.176  1.14 
Net investment income (loss)  0.166  2.09 
Portfolio turnover (%)  375  507 

1 Class 1 shares began operations on 11-6-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

7 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS NAV SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $39.18  $43.42 
Net investment income (loss)2  0.08  0.95 
Net realized and unrealized gain     
(loss) on investments  4.58  (0.70) 
Total from investment operations  4.66  0.25 
Less distributions     
From net investment income  (0.04)  (0.67) 
From net realized gain  (0.38)  (3.79) 
  (0.42)  (4.46) 
Net asset value, end of period  $43.42  $39.21 
Total return3 (%)  11.904  (0.20)5 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1,244  $1,415 
Ratios (as a percentage of average net assets):     
Expenses before reductions  1.086  1.11 
Expenses net of fee waivers, if any  1.086  1.08 
Expenses net of all fee waivers and credits  1.086  1.08 
Net investment income (loss)  0.386  2.09 
Portfolio turnover (%)  374  507 

1 Class NAV shares began operations on 8-29-06.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Not annualized.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Annualized.

7 Excludes merger activity.

See notes to financial statements

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31

Notes to financial statements

1. Organization

John Hancock International Core Fund (the Fund) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek high total return.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. Class 1 shares are sold only to certain exempt separate accounts of John Hancock USA and John Hancock New York.

Class NAV shares are sold to affiliated funds of funds, which are funds of funds within the John Hancock funds complex. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 3,090 shares of beneficial interest of Class R1 on February 29, 2008.

The Fund is the accounting and performance successor to the GMO International Disciplined Equity Fund (the Predecessor Fund), a diver-sified open-end investment management company organized as a Massachusetts corporation on September 16, 2005. On June 12, 2006, the Fund acquired substantially all the assets and assumed the liabilities of the Predecessor Fund pursuant to an agreement and plan of reorganization, in exchange for Class A shares of the Fund.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during

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the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT), an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of MFC, are valued at their net asset value each business day. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securiti es exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Funds will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the

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33

Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161),  Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 1 61 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefit of the Fund and the counterpa rty.

Foreign currency transactions

The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions,

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the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized appreciation.

The Fund may invest in securities of issuers based in countries with emerging markets or economies and may, therefore, be subject to greater market risk than Funds that invest principally in securities of issuers in more developed countries. Emerging markets securities may be more volatile and less liquid than securities of issuers in developed countries and may be subject to substantial currency fluctuations and affected by sudden economic, social and political developments in the emerging market country. The securities markets of emerging countries may have less government regulation and may be subject to less extensive accounting and financial reporting requirements than the securities markets of more developed countries. Emerging market countries may have currency controls or restrictions which may prevent or delay the Fund from taking money out of the country or may impose additional taxes on money removed from the country.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method or determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund

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35

receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley), which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of securities of the Fund. The risk of having one primary borrower of Fund securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008 the Fund loaned securities having a market value of $192,020,123 collateralized by securities in the amount of $201,621,129.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on finan-cial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

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The following is a summary of open futures contracts at February 29, 2008:

          UNREALIZED 
  NUMBER OF    EXPIRATION  APPRECIATION 
OPEN CONTRACTS  CONTRACTS  POSITION  DATE  NOTIONAL VALUE    (DEPRECIATION) 
CAC 40 10 Euro           
Index Futures  243  Long  Mar 2008  $17,698,491  ($73,130) 
DAX Index Futures  361  Long  Mar 2008  92,463,310  (13,316,567) 
EOE Dutch Stock  12  Long  Mar 2008  1,630,494  21,012 
Index Futures           
FTSE 100 Index Futures  64  Long  Mar 2008  7,416,618  (24,294) 
Hang Seng Stock  4  Long  Mar 2008  622,261  17,331 
Index Futures             
MSCI Singapore Stock  16  Long    Mar 2008  854,542  (24,197) 
Index Futures           
OMX 30 Stock  60  Long  Mar 2008  941,924  8,291 
Index Futures           
S&P/MIB Index Futures  7  Long  Mar 2008  1,788,906  (8,653) 
Share Price 200  13  Long  Mar 2008  1,684,521  (21,251) 
Index Futures           
Topix Index Futures  68  Long  Mar 2008  8,643,180  58,626 
IBEX 35 Index Futures  123  Short  Mar 2008  24,658,036  38,531 
S&P/TSE 60  224  Short  Mar 2008  36,235,997  (391,322) 
Index Futures           
          ($13,715,623) 

Forward foreign currency contracts

The Fund may purchase and sell forward foreign currency contracts in order to hedge a specific transaction or Fund position. Forward foreign currency contracts are valued at forward foreign currency exchange rates and marked to market daily. Net realized gains (losses) on foreign currency and forward foreign currency contracts shown in the Statements of Operations include net gains or losses realized by the Fund on contracts that have matured.

The net U.S. dollar value of foreign currency underlying all contractual commitments held at the end of the period, the resulting net unrealized appreciation (depreciation) and related net receivable or payable amount are determined using forward foreign currency exchange rates supplied by a quotation service. The Fund could be exposed to risks in excess of amounts recognized on the Statements of Assets and Liabilities if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the forward foreign currency contract changes unfavorably.

At February 29, 2008, the Fund entered into forward foreign currency contracts, which contractually obligate the Fund to deliver currencies at future dates.

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Open forward foreign currency contracts as of February 29, 2008, were as follows:

      UNREALIZED 
  PRINCIPAL AMOUNT  SETTLEMENT  APPRECIATION 
CURRENCY  COVERED BY CONTRACT  DATE  (DEPRECIATION) 
Buys       
Australian Dollar  5,379,000  5/23/08  $185,298 
Euro  4,868,000  5/23/08  323,605 
Euro  10,619,000  5/23/08  565,409 
Japanese Yen  2,437,234,042  5/23/08  772,398 
Japanese Yen  1,847,022,042  5/23/08  580,178 
Japanese Yen  1,847,022,042  5/23/08  620,039 
Japanese Yen  1,847,022,042  5/23/08  629,791 
Japanese Yen  615,788,000  5/23/08  150,015 
New Zealand Dollar  7,389,165  5/23/08  907 
New Zealand Dollar  7,389,165  5/23/08  1,867 
New Zealand Dollar  7,613,079  5/23/08  858 
Norwegian Krone  20,731,000  5/23/08  219,004 
Pound Sterling  2,055,000  5/23/08  79,379 
Swedish Krona  123,365,733  5/23/08  469,371 
Swedish Krona  29,654,000  5/23/08  204,315 
Swedish Krona  123,365,733  5/23/08  503,969 
Swedish Krona  7,620,000  5/23/08  61,112 
Swedish Krona  127,104,089  5/23/08  492,457 
Swiss Franc  20,715,718  5/23/08  924,718 
Swiss Franc  20,715,718  5/23/08  959,400 
Swiss Franc  19,497,147  5/23/08  895,154 
Swiss Franc  20,715,718  5/23/08  917,415 
Swiss Franc  19,497,147  5/23/08  912,365 
Swiss Franc  23,403,718  5/23/08  1,086,037 
      $11,555,061 
Sells       
Australian Dollar  10,695,777  5/23/08  (131,071) 
Australian Dollar  10,695,824  5/23/08  (131,025) 
Australian Dollar  10,709,105  5/23/08  (117,744) 
Australian Dollar  10,689,478  5/23/08  (137,371) 
Canadian Dollar  8,891,555  5/23/08  (279,491) 
Canadian Dollar  9,198,449  5/23/08  (250,508) 
Canadian Dollar  8,891,030  5/23/08  (280,016) 
Danish Kroner  2,053,866  5/23/08  (63,004) 
Danish Kroner  2,053,422  5/23/08  (63,448) 
Danish Kroner  2,115,170  5/23/08  (65,847) 
Euro  18,548,956  5/23/08  (559,721) 
Euro  18,552,062  5/23/08  (556,616) 
Euro  19,104,867  5/23/08  (582,861) 
Norwegian Krone  3,412,823  5/23/08  (81,326) 
Norwegian Krone  3,513,342  5/23/08  (86,690) 
Norwegian Krone  3,406,087  5/23/08  (88,062) 
Pound Sterling  10,209,493  5/23/08  (128,166) 
Pound Sterling  17,466,788  5/23/08  (320,793) 
Pound Sterling  17,455,657  5/23/08  (331,924) 
Pound Sterling  17,989,479  5/23/08  (337,120) 
Swiss Franc  30,686,082  5/23/08  (1,684,357) 
      ($6,277,161) 

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38

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the Fund had $5,573,841 of a capital loss carryforward available, to the extent provided by regulations, to offset future net realized capital gains. To the extent that such carryforward is used by the Fund, no capital gain distributions will be made. The loss carryforward expires as follows: February 28, 2009 — $2,640,620 and February 28, 2010 — $2,933,221. Availability of a certain amount of the loss carryforwards, which were acquired on May 25, 2007, in a merger with John Hancock International Fund, may be limited in a given year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $12,427,092. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $61,419,948 and long-term capital gain $101,272,825. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $20,684,100 of undistributed ordinary income and $37,525,761 of undistributed long-term gain.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to foreign currency transactions, derivative transactions, expiration of capital loss carryforwards, merger related transactions and investments in passive foreign investment companies.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.92% of the first $100,000,000 of the Fund’s aggregate daily net assets; (b) 0.895% of the next $900,000,000 of the Fund’s aggregate daily net assets; and (c) 0.880% of the Fund’s aggregate daily net assets in excess of $1,000,000,000. Aggregate net assets include the net assets of the Fund and International Core Trust, a series of John Hancock Trust and International Core Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

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39

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.89% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.20% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indem-nification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.70% for Class A shares, 2.40% for Class B, 2.40% for Class C, 1.18% for Class I, 1.70% for Class R1, 1.15% for Class 1 and 1.10% for Class NAV. Prior to September 28, 2007, the expense limitation for Class I was 1.20% . Accordingly, the expense reductions or reimbursements related to this agreement were $29,716, $12,954, $12,332, $18,253, $16,151, $17,392 and $307,069 for Class A, Class B, Class C, Class I, C lass R1, Class 1 and Class NAV, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $546,691 with an annual effective rate of 0.03% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C, Class R1 and Class 1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00%, 0.50% and 0.05% of average daily net asset value of Class A, Class B, Class C, Class R1 and Class 1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $241,978 with regard to sales of Class A shares. Of this amount, $34,728 was retained and used for printing prospectuses, advertising, sales literature and other purposes;

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$194,404 was paid as sales commissions to unrelated broker-dealers; and $12,846 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $18,406 for Class B shares and $5,004 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.30% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $335.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $8,034 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer  Blue sky  Printing and 
Share class  service fees  agent fees  fees  postage fees 
Class A  $313,112  $200,121  $22,791  $33,051 
Class B  184,814  41,816  16,005  5,295 
Class C  134,786  27,083  19,019  3,916 
Class I  —  804  17,658  557 
Class R1  678  405  16,207  3 
Class 1  42,756  —  —  4,633 
Total  $676,146  $270,229  $91,680  $47,455 

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41

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

6. Fund share transactions

Share activities for the Fund for the years ended February 28, 2007, and February 29, 2008, were as follows:

  Year ended 2-28-07  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares         
Sold  284,321  $11,617,841  1,465,538  $65,700,113 
Issued in reorganization  —  —  2,188,767  102,289,840 
Distributions reinvested  1,655  70,124  298,965  12,673,075 
Repurchased  (468,712)  (19,816,280)  (903,245)  (38,268,180) 
Net increase (decrease)  (182,736)  ($8,128,315)  3,050,025  $142,394,848 
 
Class B shares         
Sold  27,188  $1,088,930  111,794  $5,054,286 
Issued in reorganization  —  —  519,204  24,096,952 
Distributions reinvested  145  6,146  45,949  1,937,144 
Repurchased  (4,739)  (194,969)  (195,340)  (8,566,851) 
Net increase (decrease)  22,594  $900,1071  481,607  $22,521,531 
 
Class C shares         
Sold  108,359  $4,434,998  239,764  $11,103,560 
Issued in reorganization  —  —  123,192  5,718,520 
Distributions reinvested  478  20,196  34,387  1,450,443 
Repurchased  (4,754)  (197,095)  (104,940)  (4,451,373) 
Net increase (decrease)  104,083  $4,258,0991  292,403  $13,821,150 
 
Class I shares         
Sold  5,134  $189,482  66,404  $3,070,600 
Issued in reorganization  —  —  3,865  181,228 
Distributions reinvested  45  1,930  4,834  205,394 
Repurchased  (46)  (2,038)  (6,887)  (323,804) 
Net increase (decrease)  5,133  $189,3741  68,216  $3,133,418 
 
Class R1 shares         
Sold  2,820  $101,500  1,245  $48,556 
Distributions reinvested  25  1,056  289  12,209 
Repurchased  —  —  (144)  (5,493) 
Net increase (decrease)  2,845  $102,5561  1,390  $55,272 

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  Year ended 2-28-07  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class 1 shares         
Sold  48,304  $2,043,017  188,611  $8,598,212 
Issued in reorganization  1,953,542  79,235,655  —  — 
Distributions reinvested  18,537  787,817  189,362  8,049,797 
Repurchased  (138,020)  (5,874,002)  (376,865)  (16,502,541) 
Net increase (decrease)  1,882,363  $76,192,4872  1,108  $145,468 
 
Class NAV shares         
Sold  3,063,357  $123,822,093  6,108,534  $264,764,263 
Issued in reorganization  26,094,263  1,022,391,188  —  — 
Distributions reinvested  271,456  11,534,195  3,230,848  137,311,048 
Repurchased  (788,527)  (32,939,761)  (1,895,287)  (88,782,912) 
Net increase (decrease)  28,640,549  $1,124,807,7153  7,444,095  $313,292,399 
 
Net increase (decrease)  30,474,831  $1,198,322,023  11,338,844  $495,364,086 

1Period from 6-12-06 (commencement of operations) to 2-28-07.

2Period from 11-6-06 (commencement of operations) to 2-28-07.

3Period from 8-29-06 (commencement of operations) to 2-28-07.

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $981,929,752 and $772,055,325, respectively.

8. Reorganization

On June 12, 2006, the Fund acquired substantially all of the assets and liabilities of the Predecessor Fund in exchange solely for Class A shares of the Fund. The acquisition was accounted for as a tax-free exchange of 462,581 Class A shares of the Fund for the net assets of the Predecessor Fund, which amounted to $16,617,195, including $884,271 of unrealized appreciation, after the close of business on June 9, 2006. Accounting and performance history of the Predecessor Fund was redesignated as that of Class A of the Fund.

On August 29, 2006, the Board of Trustees of John Hancock Funds II International Stock Fund (the International Stock Fund) approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the International Stock Fund Class NAV in exchange for the Class NAV of the Fund. The acquisition was accounted for as a tax-free exchange of 26,094,263 of the Class NAV shares of the Fund for the net assets of the International Stock Fund Class NAV, which amounted to $1,022,391,188, including the total of $122,941,561 of unrealized appreciation, after the close of business on August 29, 2006.

In addition, on August 29, 2006, the Board of Trustees of International Stock Fund approved an agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the International Stock Fund Class 1 in exchange for the Class 1 of the Fund. The acquisition was accounted for as a taxfree exchange of 1,953,542 of the Class 1 shares of the Fund for the net assets of the International Stock Fund Class 1, which amounted to $79,235,655, including the total of $14,608,110 of unrealized appreciation, after the close of business on November 6, 2006.

On April 18, 2007, the shareholders of John Hancock International Fund (International Fund) approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the International Fund in exchange for Class A, Class B, Class C and Class I shares of the Fund. The acquisition was accounted for as a tax-free exchange of 2,188,767 Class A shares, 519,204 Class B shares, 123,192 Class C shares and 3,865 Class I shares of the Fund for the net assets of the International Fund, which amounted to $102,289,840,

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$24,096,952, $5,718,520 and $181,228 for Class A, Class B, Class C and Class I shares of the International Fund, respectively, including the total of $24,329,893 of unrealized appreciation, after the close of business on May 25, 2007.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock International Core Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock International Core Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $101,272,825 as a long-term capital gain dividend. As of February 29, 2008, the Fund designates the following as a foreign tax credit, which represents taxes paid on income derived from sources within foreign countries or possessions of the United States: $2,656,930.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
 
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
 
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
 
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
 
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
  
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

Annual report | International Core Fund

49

Principal officers who are not Trustees (continued)   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

International Core Fund | Annual report

50

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Advisers, LLC  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
601 Congress Street  2 Avenue de Lafayette  Preston Gates Ellis LLP 
Boston, MA 02210-2805  Boston, MA 02111  One Lincoln Street 
  Boston, MA 02111-2950 
Subadviser  Transfer agent   
Grantham, Mayo,  John Hancock Signature  Independent registered 
Van Otterloo & Co. LLC  Services, Inc.  public accounting firm 
40 Rowes Wharf  P.O. Box 9510  PricewaterhouseCoopers LLP 
Boston, MA 02110  Portsmouth, NH 03802-9510  125 High Street 
  Boston, MA 02110 
Principal distributor   
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
 
Internet  www.jhfunds.com   
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

Annual report | International Core Fund

51


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www.jhfunds.com

Now available: electronic delivery
www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock International Core Fund.  6600A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

U.S. stocks went on a wild ride during the 12-month period highlighted both by record highs for broad market indexes and conditions deemed poor enough to warrant numerous interventions by the Federal Reserve. For the period in full the S&P 500 Index returned –3.60%, a modest move which belied its frequent violent gyrations. Growth stocks outpaced value stocks during the period. Telecommunication services and consumer discretionary were the worst performing sectors in the Russell 2500 Growth Index while energy stocks performed the best.

”U.S. stocks went on a wild
ride during the 12-month period…”

For the year ended February, 29, 2008, John Hancock Growth Opportunities Fund’s Class A, Class B, Class C, Class I, Class R1, and Class 1 shares returned –14.69%, –15.29%, –15.25%, –14.36%, –14.77% and –14.31%, respectively, at net asset value, while the Russell 2500 Growth Index returned –4.27% and the average mid cap growth fund monitored by Morningstar, Inc. returned –0.09% . Sector and stock selection both detracted from relative returns. Sector weightings adding to relative returns included an overweight in materials, while sector weightings detracting from relative returns included an overweight in consumer discretionary. Stock selections in materials added to relative returns, while picks in consumer discretionary detracted. Individual names adding to returns versus the benchmark included overweight positions in Priceline. com, CF Industries Holdings and Cleveland-Cliffs, while overweight positions detracting from relat ive returns included ITT Education Services, Inc., The First Marblehead Corp. and American Eagle Outfitters, Inc.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

Growth Opportunities Fund | Annual report

6

A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year  inception  1-year  5-year  10-year  inception 
A1,2  9-16-05  –18.95%  —  —  –2.70%  –18.95%  —  —  –6.49% 
B  6-12-06  –19.53  —  —  –6.04  –19.53  —  —  –10.18 
C  6-12-06  –16.10  —  —  –3.79  –16.10  —  —  –6.44 
I3  6-12-06  –14.36  —  —  –2.79  –14.36  —  —  –4.76 
R13  6-12-06  –14.77  —  —  –3.38  –14.77  —  —  –5.76 
13  6-12-06  –14.31  —  —  –2.73  –14.31  —  —  –4.67 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I, Class R1 and Class 1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 6-30-08. The net expenses are as follows: Class A — 1.54%, Class B — 2.23%, Class C — 2.23%, Class I — 1.14%, Class R1 — 1.89%, Class 1 — 1.10% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 5. 60%, Class B — 14.63%, Class C — 10.44%, Class I — 16.26%, Class R1 — 24.21%, Class 1 — 3.82% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 Effective June 12, 2006, shareholders of the former GMO Small/Mid Cap Growth Fund (the Predecessor Fund) became owners of that number of full and fractional shares of John Hancock Growth Opportunities Fund. Additionally, the accounting and performance history of the former GMO Small/Mid Cap Growth Fund was redesignated as that of Class A of John Hancock Growth Opportunities Fund.

2 Performance linked to the Predecessor Fund.

3 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Annual report | Growth Opportunities Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Growth Opportunities Fund Class A shares1 for the period indicated. For comparison, we’ve shown the same investment in the Russell 2500 Growth Index.



      With maximum   
Class  Period beginning  Without sales charge  sales charge  Index 
B  6-12-06  $9,352  $8,982  $10,850 
C3  6-12-06  9,356  9,356  10,850 
I4  6-12-06  9,524  9,524  10,850 
R14  6-12-06  9,424  9,424  10,850 
14  6-12-06  9,533  9,533  10,850 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I, Class R1 and Class 1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Russell 2500 Growth Index is an unmanaged index containing those securities in the Russell 2500 Index with a greater-than-average growth orientation.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 Performance linked to the Predecessor Fund.

2 NAV represents net asset value and POP represents public offering price.

3 No contingent deferred sales charge applicable.

4 For certain types of investors as described in the Fund’s Class I, Class R1 and Class 1 share prospectuses.

Growth Opportunities Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $863.38  $7.23 
Class B  1,000.00  860.20  10.41 
Class C  1,000.00  860.26  10.45 
Class I  1,000.00  864.17  5.28 
Class R1  1,000.00  863.65  6.72 
Class 1  1,000.00  865.00  5.38 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | Growth Opportunities Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,017.11  $7.82 
Class B  1,000.00  1,013.67  11.27 
Class C  1,000.00  1,013.63  11.31 
Class I  1,000.00  1,019.19  5.72 
Class R1  1,000.00  1,017.65  7.27 
Class 1  1,000.00  1,019.10  5.82 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.56%, 2.25%, 2.26%, 1.14%, 1.45% and 1.16% for Class A, Class B, Class C, Class I, Class R1 and Class 1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

Growth Opportunities Fund | Annual report

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Portfolio summary

Top 10 holdings1       
Jacobs Engineering Group, Inc.  2.0%  Mettler-Toldeo International, Inc.  1.5% 
Intuitive Surgical, Inc.  1.9%  Priceline.com, Inc.  1.4% 
FLIR Systems, Inc.  1.6%  Energizer Holdings, Inc.  1.3% 
FMC Technologies, Inc.  1.6%  Waters Corp.  1.3% 
CF Industries Holdings, Inc.  1.5%  Covance, Inc.  1.2% 
Sector distribution1         
Consumer non-cyclical  27%  Basic materials  5% 
Industrial  21%  Financial  5% 
Consumer cyclical  12%  Communications  5% 
Technology  10%  Utilities  1% 
Energy  6%  Other  8% 

1 As a percentage of net assets on February 29, 2008.

Annual report | Growth Opportunities Fund

11


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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, short-term investments and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer  Shares  Value 
 
Common stocks 97.82%    $85,604,551 
(Cost $91,216,394)     
 
Advertising 0.06%    51,456 
Getty Images, Inc. *  1,600  51,456 
 
Aerospace 1.19%    1,041,061 
Alliant Techsystems, Inc. *  3,400  356,796 
BE Aerospace, Inc. *  2,700  92,610 
HEICO Corp. (a)  500  21,900 
Innovative Solutions & Support, Inc. * (a)  1,800  16,290 
Orbital Sciences Corp., Class A *  900  19,485 
Spirit Aerosystems Holdings, Inc., Class A *  2,100  56,742 
Teledyne Technologies, Inc. *  4,700  208,680 
Woodward Governor Company  9,400  268,558 
  
Agriculture 0.16%    139,482 
Fresh Del Monte Produce, Inc. *  4,200  139,482 
 
Air Travel 0.06%    50,554 
Copa Holdings SA, Class A  1,400  50,554 
 
Apparel & Textiles 2.23%    1,951,523 
Bebe Stores, Inc.  4,000  48,840 
Crocs, Inc. * (a)  11,800  286,976 
Deckers Outdoor Corp. *  6,300  697,032 
Guess?, Inc.  21,200  871,956 
Maidenform Brands, Inc. *  900  11,133 
Volcom, Inc. *  1,800  35,586 
 
Auto Parts 1.36%    1,189,055 
Amerigon, Inc. *  1,200  21,792 
BorgWarner, Inc.  5,300  228,483 
Gentex Corp.  23,400  377,208 
LKQ Corp. *  10,700  227,268 
O’Reilly Automotive, Inc. *  12,400  334,304 
 
Auto Services 0.79%    691,556 
Copart, Inc. *  16,600  691,556 
 
Banking 0.31%    275,077 
Bank of Hawaii Corp.  600  28,812 

See notes to financial statements

Growth Opportunities Fund | Annual report

12

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

Issuer  Shares  Value 
 
Banking (continued)     
Frontier Financial Corp. (a)  1,400  $20,972 
Greenhill & Company, Inc. (a)  300  19,503 
S & T Bancorp, Inc.  900  25,515 
SVB Financial Group *  2,100  95,130 
TrustCo Bank Corp., NY (a)  2,800  24,220 
Valley National Bancorp (a)  1,500  28,020 
WestAmerica Bancorp (a)  500  23,665 
Wilmington Trust Corp.  300  9,240 
  
Biotechnology 2.87%    2,513,724 
Applera Corp.  3,100  104,501 
Bio-Rad Laboratories, Inc., Class A *  1,400  132,216 
Charles River Laboratories International, Inc. *  5,600  328,048 
Illumina, Inc. *  300  21,723 
Immucor, Inc. *  21,200  631,760 
Invitrogen Corp. *  10,800  912,492 
Techne Corp. *  5,600  382,984 
 
Broadcasting 0.41%    361,120 
Discovery Holding Company *  16,000  361,120 
 
Building Materials & Construction 0.17%    149,853 
EMCOR Group, Inc. *  2,900  69,861 
KBR, Inc. *  2,400  79,992 
 
Business Services 7.78%    6,810,202 
ABM Industries, Inc.  6,100  121,146 
Affiliated Computer Services, Inc., Class A *  400  20,300 
Alliance Data Systems Corp. *  1,100  55,693 
DST Systems, Inc. *  1,400  98,364 
Dun & Bradstreet Corp.  8,200  716,188 
Equifax, Inc.  9,900  338,778 
FactSet Research Systems, Inc.  19,400  1,021,216 
Fair Isaac Corp.  900  20,880 
FTI Consulting, Inc. *  9,200  584,200 
Gartner Group, Inc., Class A *  1,700  32,147 
Global Payments, Inc.  11,100  440,337 
Global Sources, Ltd. * (a)  2,440  29,768 
Healthcare Services Group, Inc.  9,500  187,910 
Informatica Corp. *  3,000  52,380 
Jacobs Engineering Group, Inc. *  21,800  1,750,322 
Pre-Paid Legal Services, Inc. *  2,400  114,360 
Resources Connection, Inc. *  5,200  83,720 
ScanSource, Inc. *  700  23,779 
SRA International, Inc., Class A *  600  14,400 
Stanley, Inc. *  600  16,614 
Syntel, Inc.  10,800  294,084 
TeleTech Holdings, Inc. *  4,900  110,593 

See notes to financial statements

Annual report | Growth Opportunities Fund

13

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

Issuer  Shares  Value 
 
Business Services (continued)     
Total Systems Services, Inc.  17,600  $391,248 
Watson Wyatt Worldwide, Inc., Class A  5,500  291,775 
 
Cellular Communications 0.03%    22,218 
Novatel Wireless, Inc. *  2,100  22,218 
 
Chemicals 4.04%    3,535,721 
Albemarle Corp.  11,200  424,928 
Celanese Corp., Series A  10,100  392,890 
CF Industries Holdings, Inc.  10,900  1,330,672 
ShengdaTech, Inc. * (a)  1,400  14,812 
Sigma-Aldrich Corp.  16,200  891,324 
Terra Industries, Inc. *  10,000  452,100 
Valhi, Inc. (a)  1,500  28,995 
 
Coal 0.19%    170,268 
Alpha Natural Resources, Inc. *  4,200  170,268 
 
Colleges & Universities 0.21%    179,685 
Career Education Corp. * (a)  12,100  179,685 
 
Commercial Services 0.55%    484,193 
Chemed Corp.  6,200  295,802 
Shaw Group, Inc. *  2,500  160,950 
Team, Inc. *  900  27,441 
 
Computers & Business Equipment 1.75%    1,534,827 
Blue Coat Systems, Inc. *  3,000  70,440 
CACI International, Inc., Class A *  600  26,196 
Cogent, Inc. *  4,900  49,000 
Foundry Networks, Inc. *  8,100  96,147 
IHS, Inc., Class A *  400  24,660 
Immersion Corp. *  2,300  19,389 
Jack Henry & Associates, Inc.  7,900  185,887 
MICROS Systems, Inc. *  11,800  378,072 
National Instruments Corp.  1,500  38,790 
NETGEAR, Inc. *  1,700  37,094 
Radiant Systems, Inc. *  1,300  18,564 
Stratasys, Inc. * (a)  7,100  133,196 
Synaptics, Inc. *  2,900  77,691 
Western Digital Corp. *  12,300  379,701 
 
Construction & Mining Equipment 0.07%    58,422 
Bucyrus International, Inc., Class A  400  39,952 
Carbo Ceramics, Inc. (a)  500  18,470 
 
Construction Materials 0.85%    745,900 
Clarcor, Inc.  1,900  68,020 
Martin Marietta Materials, Inc. (a)  6,300  677,880 

See notes to financial statements

Growth Opportunities Fund | Annual report

14

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

Issuer  Shares  Value 
 
Containers & Glass 0.27%    $234,355 
Packaging Corp. of America  2,900  66,091 
Silgan Holdings, Inc.  3,600  168,264 
 
Correctional Facilities 0.06%    53,720 
Corrections Corp. of America *  2,000  53,720 
 
Cosmetics & Toiletries 1.24%    1,085,656 
Alberto-Culver Company  6,200  166,160 
Bare Escentuals, Inc. *  1,200  32,856 
Chattem, Inc. * (a)  5,300  412,870 
Estee Lauder Companies, Inc., Class A  1,200  51,096 
International Flavors & Fragrances, Inc.  9,800  422,674 
 
Crude Petroleum & Natural Gas 0.62%    542,663 
Cabot Oil & Gas Corp.  1,500  74,625 
Cimarex Energy Company  1,400  73,780 
Contango Oil & Gas Company *  600  38,580 
Patterson-UTI Energy, Inc.  2,300  54,579 
Unit Corp. *  3,500  193,025 
VAALCO Energy, Inc. *  1,900  8,474 
Western Refining, Inc. (a)  5,000  99,600 
 
Domestic Oil 2.51%    2,192,644 
Atlas America, Inc.  1,000  60,470 
Berry Petroleum Company, Class A  1,900  78,109 
Continental Resources, Inc. *  800  22,464 
Denbury Resources, Inc. *  20,200  644,178 
Frontier Oil Corp.  19,600  699,916 
Holly Corp.  8,300  443,137 
Oil States International, Inc. *  4,200  177,072 
Range Resources Corp.  1,100  67,298 
 
Drugs & Health Care 0.62%    543,250 
CV Therapeutics, Inc. * (a)  5,000  29,200 
Meridian Bioscience, Inc.  15,000  514,050 
 
Educational Services 2.24%    1,958,038 
Capella Education Company *  600  31,626 
DeVry, Inc.  6,800  298,792 
ITT Educational Services, Inc. *  18,000  993,960 
Renaissance Learning, Inc. (a)  2,000  26,320 
Strayer Education, Inc.  3,700  576,090 
Universal Technical Institute, Inc. *  2,500  31,250 
 
Electrical Equipment 2.51%    2,198,634 
AMETEK, Inc.  8,300  353,497 
Baldor Electric Company  1,300  37,271 
FLIR Systems, Inc. *  48,800  1,388,848 
General Cable Corp. *  1,400  86,408 
Hubbell, Inc., Class B  3,000  136,110 

See notes to financial statements

Annual report | Growth Opportunities Fund

15

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

Issuer  Shares  Value 
 
Electrical Equipment (continued)     
Universal Electronics, Inc. *  1,500  $34,050 
Varian, Inc. *  3,000  162,450 
 
Electrical Utilities 0.35%    310,164 
Quanta Services, Inc. *  4,300  102,684 
Reliant Energy, Inc. *  9,100  207,480 
 
Electronics 1.82%    1,589,887 
Amphenol Corp., Class A  10,100  373,397 
AVX Corp.  1,400  17,556 
Cynosure, Inc. *  1,200  28,716 
II-VI, Inc. *  7,700  252,098 
Itron, Inc. *  500  47,665 
Multi-Fineline Electronix, Inc. *  2,000  42,540 
Synopsys, Inc. *  3,100  71,951 
Teleflex, Inc.  2,200  124,410 
Trimble Navigation, Ltd. *  23,100  631,554 
 
Energy 1.78%    1,561,009 
Alon USA Energy, Inc.  4,100  64,329 
Energen Corp.  9,000  540,000 
First Solar, Inc. *  2,100  430,920 
SunPower Corp., Class A. * (a)  8,000  525,760 
 
Financial Services 4.51%    3,945,456 
Bankrate, Inc. *  2,300  97,198 
Broadridge Financial Solutions, Inc.  2,800  53,620 
Cohen & Steers, Inc. (a)  5,000  125,900 
Eaton Vance Corp.  30,400  968,240 
FCStone Group, Inc. *  500  23,320 
Federated Investors, Inc., Class B  10,800  438,264 
Interactive Data Corp.  10,900  318,934 
IntercontinentalExchange, Inc. *  2,400  312,720 
Janus Capital Group, Inc.  11,000  266,420 
Nasdaq Stock Market, Inc. *  600  24,906 
Portfolio Recovery Associates, Inc. * (a)  800  29,216 
SEI Investments Company  39,900  997,899 
Stifel Financial Corp. * (a)  1,000  43,590 
The First Marblehead Corp. (a)  4,100  49,323 
Waddell & Reed Financial, Inc., Class A  4,700  147,298 
World Acceptance Corp. *  1,600  48,608 
 
Food & Beverages 2.42%    2,118,244 
Coca-Cola Bottling Company  300  16,407 
Flowers Foods, Inc.  11,600  262,856 
Green Mountain Coffee Roasters, Inc. * (a)  5,700  173,907 
Hansen Natural Corp. *  15,400  639,100 
Hormel Foods Corp.  10,000  408,600 
J.M. Smucker Company  2,300  117,737 

See notes to financial statements

Growth Opportunities Fund | Annual report

16

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

Issuer  Shares  Value 
 
Food & Beverages (continued)     
M & F Worldwide Corp. *  3,400  $125,902 
McCormick & Company, Inc.  9,400  323,830 
Ralcorp Holdings, Inc. *  900  49,905 
 
Funeral Services 0.16%    139,320 
Service Corporation International  12,900  139,320 
 
Gas & Pipeline Utilities 0.14%    121,658 
Equitable Resources, Inc.  600  36,972 
Global Industries, Ltd. *  4,600  84,686 
 
Healthcare Products 8.58%    7,507,573 
ArthroCare Corp. *  3,900  156,585 
DENTSPLY International, Inc.  25,100  979,904 
Edwards Lifesciences Corp. *  3,900  170,079 
Gen-Probe, Inc. *  7,100  339,451 
Haemonetics Corp. *  300  17,430 
Henry Schein, Inc. *  11,100  664,002 
Herbalife, Ltd.  2,200  92,026 
IDEXX Laboratories, Inc. *  17,000  942,990 
Intuitive Surgical, Inc. *  6,000  1,691,520 
Kinetic Concepts, Inc. *  10,600  544,734 
LifeCell Corp. *  4,300  173,505 
Patterson Companies, Inc. *  16,100  566,720 
ResMed, Inc. *  3,900  157,911 
Respironics, Inc. *  11,900  781,592 
USANA Health Sciences, Inc. * (a)  2,000  62,360 
Varian Medical Systems, Inc. *  2,800  146,860 
Zoll Medical Corp. *  800  19,904 
 
Healthcare Services 3.04%    2,661,864 
Cerner Corp. *  4,900  212,905 
Covance, Inc. *  12,400  1,046,684 
Emergency Medical Services Corp., Class A * (a)  3,600  89,028 
Health Net, Inc. *  3,000  131,820 
Lincare Holdings, Inc. *  6,800  221,000 
Obagi Medical Products, Inc. *  1,300  20,228 
Pediatrix Medical Group, Inc. *  9,900  653,499 
Weight Watchers International, Inc.  6,100  286,700 
 
Hotels & Restaurants 1.02%    896,283 
Brinker International, Inc.  2,400  44,256 
Buffalo Wild Wings, Inc. *  2,800  64,876 
Chipotle Mexican Grill, Inc., Class A * (a)  1,600  158,880 
Choice Hotels International, Inc.  9,200  298,540 
Jack in the Box, Inc. *  11,900  312,613 
P.F. Chang’s China Bistro, Inc. *  600  17,118 
 
Household Appliances 0.29%    255,354 
The Toro Company  5,300  255,354 

See notes to financial statements

Annual report | Growth Opportunities Fund

17

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

Issuer  Shares  Value 
 
Household Products 2.59%    $2,265,579 
Church & Dwight, Inc.  12,100  646,866 
Energizer Holdings, Inc. *  12,700  1,178,941 
Tempur-Pedic International, Inc. (a)  7,600  132,392 
Tupperware Brands Corp.  8,000  291,840 
WD-40 Company  500  15,540 
 
Industrial Machinery 6.04%    5,281,727 
Dionex Corp. *  3,500  258,370 
Donaldson Company, Inc.  6,900  290,904 
Dresser-Rand Group, Inc. *  10,400  354,328 
Flowserve Corp.  2,700  294,030 
FMC Technologies, Inc. *  24,400  1,382,504 
Graco, Inc.  6,300  218,673 
IDEX Corp.  5,500  165,880 
Middleby Corp. * (a)  5,000  340,000 
Pall Corp.  18,800  740,156 
The Manitowoc Company, Inc.  23,300  949,242 
Valmont Industries, Inc.  3,600  287,640 
 
Industrials 0.48%    421,811 
Fastenal Company (a)  4,400  178,904 
Harsco Corp.  4,300  242,907 
 
Insurance 1.76%    1,542,405 
Alleghany Corp. *  200  72,200 
Amtrust Financial Services, Inc.  2,200  36,740 
Brown & Brown, Inc.  16,600  295,978 
Erie Indemnity Company, Class A  5,300  261,555 
HCC Insurance Holdings, Inc.  3,000  72,180 
Markel Corp. *  600  278,850 
Odyssey Re Holdings Corp.  2,700  97,686 
Philadelphia Consolidated Holding Corp. *  11,800  400,256 
Transatlantic Holdings, Inc.  400  26,960 
 
International Oil 0.09%    76,258 
Cheniere Energy, Inc. *  2,600  76,258 
 
Internet Content 0.40%    346,722 
Sohu.com, Inc. * (a)  7,400  333,592 
Travelzoo, Inc. * (a)  1,300  13,130 
 
Internet Retail 1.75%    1,533,692 
Blue Nile, Inc. * (a)  5,500  242,880 
PetMed Express, Inc. *  2,200  25,190 
Priceline.com, Inc. * (a)  11,100  1,265,622 
 
Internet Software 0.98%    854,002 
eResearch Technology, Inc. *  3,700  44,252 
Interwoven, Inc. *  700  9,485 
McAfee, Inc. *  20,100  668,727 

See notes to financial statements

Growth Opportunities Fund | Annual report

18

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

Issuer  Shares  Value 
 
Internet Software (continued)     
S1 Corp. *  2,800  $19,824 
Sapient Corp. *  1,200  8,856 
VASCO Data Security International, Inc. *  9,300  102,858 
 
Leisure Time 0.19%    163,606 
Bally Technologies, Inc. *  400  15,164 
Polaris Industries, Inc. (a)  3,600  137,448 
Premier Exhibitions, Inc. *  2,300  10,994 
 
Life Sciences 2.26%    1,976,863 
Dawson Geophysical Company *  300  19,761 
PerkinElmer, Inc.  4,400  109,208 
Pharmaceutical Product Development, Inc.  16,400  739,148 
Waters Corp. *  18,600  1,108,746 
 
Liquor 0.47%    411,206 
Boston Beer Company, Inc. *  3,700  131,942 
Central European Distribution Corp. *  4,800  279,264 
 
Manufacturing 2.81%    2,455,629 
AptarGroup, Inc.  8,900  333,572 
Ceradyne, Inc. *  3,300  102,663 
Kaydon Corp.  500  21,355 
Mettler-Toledo International, Inc. *  13,100  1,279,870 
Mine Safety Appliances Company  3,400  136,374 
Raven Industries, Inc. (a)  5,500  161,040 
Roper Industries, Inc.  6,700  377,880 
Spartan Motors, Inc. (a)  2,650  21,545 
Sturm Ruger & Company, Inc. *  2,700  21,330 
 
Medical-Hospitals 0.36%    317,689 
Sunrise Senior Living, Inc. *  1,400  38,332 
VCA Antech, Inc. *  8,700  279,357 
 
Metal & Metal Products 0.38%    336,335 
Dynamic Materials Corp.  3,100  176,669 
Kaiser Aluminum Corp.  600  44,010 
Matthews International Corp., Class A  1,900  85,234 
Sun Hydraulics, Inc.  1,400  30,422 
 
Mining 0.75%    654,518 
Cleveland-Cliffs, Inc.  5,300  633,138 
General Moly, Inc. * (a)  2,000  21,380 
 
Mobile Homes 0.18%    161,544 
Thor Industries, Inc.  5,300  161,544 
 
Office Furnishings & Supplies 0.04%    38,779 
Herman Miller, Inc.  1,300  38,779 

See notes to financial statements

Annual report | Growth Opportunities Fund

19

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

Issuer  Shares  Value 
 
Petroleum Services 2.06%    $1,799,310 
Atwood Oceanics, Inc. *  3,400  316,506 
Bolt Technology Corp. *  900  15,651 
Delek US Holdings, Inc.  1,700  26,826 
Flotek Industries, Inc. * (a)  2,500  56,825 
GulfMark Offshore, Inc. *  500  25,330 
Helmerich & Payne, Inc.  3,600  161,388 
Oceaneering International, Inc. *  12,300  738,000 
Tesoro Corp.  1,700  63,138 
Tidewater, Inc.  4,900  275,135 
W-H Energy Services, Inc. *  500  31,435 
Willbros Group, Inc. *  2,600  89,076 
 
Pharmaceuticals 0.73%    638,992 
Barr Pharmaceuticals, Inc. *  2,400  113,160 
Endo Pharmaceutical Holdings, Inc. *  11,250  295,425 
Hi-Tech Pharmacal Company, Inc. *  1,400  15,596 
Onyx Pharmaceuticals, Inc. *  4,100  112,012 
United Therapeutics Corp. *  600  50,502 
Warner Chilcott, Ltd., Class A *  3,100  52,297 
 
Publishing 0.17%    149,568 
John Wiley & Sons, Inc., Class A  4,100  149,568 
 
Real Estate 0.21%    185,096 
Alexander’s, Inc., REIT *  100  30,245 
Entertainment Properties Trust, REIT  2,000  93,739 
Jones Lang LaSalle, Inc.  800  61,112 
 
Retail Trade 6.44%    5,639,705 
Abercrombie & Fitch Company, Class A  1,700  131,801 
Advance Auto Parts, Inc.  7,550  253,227 
Aeropostale, Inc. *  16,800  451,248 
American Eagle Outfitters, Inc.  12,100  258,577 
Chico’s FAS, Inc. *  9,900  92,169 
Dick’s Sporting Goods, Inc. *  1,500  41,370 
Dollar Tree Stores, Inc. *  12,600  338,058 
Family Dollar Stores, Inc.  1,000  19,150 
First Cash Financial Services, Inc. *  1,000  9,350 
Fossil, Inc. *  13,200  424,776 
GameStop Corp., Class A *  20,100  851,436 
Hibbett Sports, Inc. *  1,700  26,860 
J. Crew Group, Inc. *  2,000  80,100 
MSC Industrial Direct Company, Inc., Class A  11,900  482,902 
PetSmart, Inc.  3,800  81,814 
Ross Stores, Inc.  3,700  103,045 
The Buckle, Inc.  4,350  197,490 

See notes to financial statements

Growth Opportunities Fund | Annual report

20

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

Issuer  Shares  Value 
 
Retail Trade (continued)     
The Men’s Wearhouse, Inc.  4,600  $105,984 
Tiffany & Company  23,000  865,720 
Tractor Supply Company *  700  26,208 
Urban Outfitters, Inc. *  26,200  754,036 
Williams-Sonoma, Inc. (a)  1,900  44,384 
 
Sanitary Services 1.16%    1,011,790 
Darling International, Inc. *  3,300  45,870 
Nalco Holding Company  4,800  103,680 
Stericycle, Inc. *  16,000  862,240 
 
Semiconductors 1.75%    1,528,708 
Advanced Analogic Technologies, Inc. *  5,200  33,800 
Cree, Inc. * (a)  8,800  271,920 
Cypress Semiconductor Corp. *  1,200  26,088 
Intersil Corp., Class A  8,000  186,160 
Microsemi Corp. *  900  19,575 
Netlogic Microsystems, Inc. *  800  18,880 
ON Semiconductor Corp. *  25,600  153,600 
Power Integrations, Inc. *  1,600  42,080 
QLogic Corp. *  1,900  30,115 
Semtech Corp. *  9,500  121,030 
Silicon Laboratories, Inc. *  2,200  68,090 
Varian Semiconductor Equipment Associates, Inc. *  16,500  557,370 
 
Software 2.16%    1,891,483 
Activision, Inc. *  2,500  68,125 
Ansoft Corp. *  6,200  150,784 
ANSYS, Inc. *  13,100  489,547 
BMC Software, Inc. *  6,700  216,276 
Citrix Systems, Inc. *  3,900  128,427 
Concur Technologies, Inc. *  4,700  137,428 
EPIQ Systems, Inc. *  1,500  20,400 
FARO Technologies, Inc. *  1,100  36,025 
Macrovision Corp. *  1,000  15,290 
Manhattan Associates, Inc. *  2,900  63,974 
NAVTEQ Corp. *  3,600  269,820 
Nuance Communications, Inc. *  2,400  39,480 
Omniture, Inc. *  2,500  57,450 
Red Hat, Inc. *  900  16,047 
Riverbed Technology, Inc. *  2,500  50,150 
Solera Holdings, Inc. *  800  18,984 
SPSS, Inc. *  1,000  38,030 
Synchronoss Technologies, Inc. *  2,500  40,200 
Websense, Inc. *  1,800  35,046 

See notes to financial statements

Annual report | Growth Opportunities Fund

21

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

Issuer  Shares  Value 
 
Steel 0.28%    $242,052 
AK Steel Holding Corp. *  4,600  242,052 
Telecommunications Equipment & Services 0.82%    714,251 
ADTRAN, Inc.  5,900  108,678 
Atheros Communications, Inc. *  700  17,024 
CommScope, Inc. *  4,200  175,896 
Comtech Telecommunications Corp. *  1,500  65,070 
J2 Global Communications, Inc. *  2,500  53,800 
NTELOS Holdings Corp.  1,100  23,463 
Polycom, Inc. *  12,400  270,320 
 
Toys, Amusements & Sporting Goods 0.91%    793,449 
Hasbro, Inc.  18,200  469,014 
Marvel Entertainment, Inc. *  12,900  324,435 
 
Transportation 0.18%    155,463 
Genco Shipping & Trading, Ltd. (a)  400  23,308 
Horizon Lines, Inc. (a)  2,300  46,391 
Kirby Corp. *  1,100  49,588 
Ship Finance International, Ltd. (a)  1,400  36,176 
 
Trucking & Freight 0.16%    144,650 
Forward Air Corp.  700  20,545 
J.B. Hunt Transport Services, Inc.  2,200  60,214 
Landstar Systems, Inc.  600  27,828 
Oshkosh Truck Corp.  900  36,063 
 
    Principal   
Issuer, description, maturity date  amount  Value 
Short-term investments 7.52%    $6,584,591 
(Cost $6,584,591)     
John Hancock Cash Investment Trust, 3.5681% (c) (f)  $6,584,591  6,584,591 
 
Repurchase agreements 2.25%    $1,966,000 
(Cost $1,966,000)     
Repurchase Agreement with State Street Corp. dated 2-29-08     
at 2.35% to be repurchased at $1,966,385 on 3-3-08, collateralized     
by $2,030,000 Federal National Mortgage Association, 5.57%, due     
7-14-28 (valued at $2,007,163, including interest)  $1,966,000  1,966,000 
 
Total investments (Cost $99,766,985)† 107.59%    $94,155,142 
 
Liabilities in excess of other assets (7.59%)    (6,645,432) 
 
Total net assets 100.00%    $87,509,710 
 

See notes to financial statements

Growth Opportunities Fund | Annual report

22

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

Notes to Schedule of Investments

Percentages are stated as a percent of net assets.

REIT Real Estate Investment Trust

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $100,252,463. Net unrealized depreciation aggregated $6,097,321, of which $4,185,905 related to appreciated investment securities and $10,283,226 related to depreciated investment securities.

See notes to financial statements

Annual report | Growth Opportunities Fund

23

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments in unaffiliated issuers, at value (cost $91,216,394) including   
$6,455,481 of securities loaned (Note 2)  $85,604,551 
Repurchase agreement, at value (cost $1,966,000) (Note 2)  1,966,000 
Investments in affiliated issuers, at value (cost $6,584,591) (Note 2)  6,584,591 
 
Total investments, at value (cost $99,766,985)  94,155,142 
Cash  720 
Cash collateral at broker for futures contracts  124,320 
Receivable for fund shares sold  21,730 
Dividends and interest receivable (net of tax)  26,476 
Receivable for security lending income  246 
Receivable due from adviser  91,291 
Other assets  460 
  
Total assets  94,420,385 
 
Liabilities   
Payable for fund shares repurchased  116,353 
Payable upon return of securities loaned (Note 2)  6,584,591 
Payable for futures variation margin  22,538 
Payable to affiliates   
Fund administration fees  1,643 
Transfer agent fees  35,724 
Distribution and service fees  43,886 
Trustees’ fees  584 
Other payables and accrued expenses  105,356 
 
Total liabilities  6,910,675 
 
Net assets   
Capital paid-in  $140,762,116 
Accumulated undistributed net realized gain (loss) on investments   
and futures contracts  (47,614,138) 
Net unrealized appreciation (depreciation) on investments and futures contracts  (5,638,268) 
 
Net assets  $87,509,710 

See notes to financial statements

Growth Opportunities Fund | Annual report

24

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

Statement of assets and liabilities (continued)

Net asset value per share   
The Funds have an unlimited number of shares authorized with no par   
value. Net asset value is calculated by dividing the net assets of each class   
of shares by the number of outstanding shares in the class.   
 
Class A   
Net assets  $71,748,117 
Shares outstanding  3,456,827 
Net asset value and redemption price per share  $20.76 
 
Class B1   
Net assets  $12,609,287 
Shares outstanding  614,447 
Net asset value and offering price per share  $20.52 
 
Class C1   
Net assets  $2,512,411 
Shares outstanding  122,386 
Net asset value and offering price per share  $20.53 
 
Class I   
Net assets  $12,619 
Shares outstanding  604 
Net asset value, offering price and redemption price per share  $20.902 
 
Class R1   
Net assets  $119,592 
Shares outstanding  5,784 
Net asset value, offering price and redemption price per share  $20.68 
 
Class 1   
Net assets  $507,684 
Shares outstanding  24,269 
Net asset value, offering price and redemption price per share  $20.92 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)3  $21.85 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 Net assets and shares outstanding have been rounded for presentation purposes. The net asset value is as reported on February 29, 2008.

3 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Annual report | Growth Opportunities Fund

25

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

Statement of operations For the year ended 2-29-08

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  $532,740 
Securities lending  133,929 
Interest  71,699 
Income from affiliated issuers  32,201 
 
Total investment income  770,569 
 
Expenses   
Investment management fees (Note 3)  685,750 
Distribution and service fees (Note 3)  364,568 
Transfer agent fees (Note 3)  171,780 
Fund administration fees (Note 3)  21,947 
Blue sky fees (Note 3)  81,252 
Audit and legal fees  164,695 
Printing and postage fees (Note 3)  48,138 
Custodian fees  135,727 
Trustees’ fees (Note 4)  4,116 
Registration and filing fees  38,930 
Miscellaneous  4,951 
 
Total expenses  1,721,854 
Less expense reductions (Note 3)  (299,874) 
 
Net expenses  1,421,980 
 
Net investment loss  (651,411) 
 
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in unaffiliated issuers  5,956,467 
Net increase from payments by affiliates (Note 9)  172,697 
Futures contracts  (332,537) 
   5,796,627 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (27,274,276) 
Futures contracts  (15,969) 
  (27,290,245) 
Net realized and unrealized gain (loss)  (21,493,618) 
 
Increase (decrease) in net assets from operations  ($22,145,029) 

See notes to financial statements

Growth Opportunities Fund | Annual report

26

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

Statement 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.

  Year  Year 
  ended  ended 
  2-28-07  2-29-08 
 
Increase (decrease) in net assets     
From operations     
Net investment loss  ($15,019)  ($651,411) 
Net realized gain (loss)  145,591  5,796,627 
Change in net unrealized appreciation (depreciation)  223,455  (27,290,245) 
 
Increase (decrease) in net assets resulting from operations  354,027  (22,145,029) 
 
Distributions to shareholders     
From net realized gain     
Class A  (38,393)  (17,472) 
Class B  (2,305)  (3,315) 
Class C  (5,246)  (663) 
Class I  (1,806)  (7) 
Class R1  (1,078)  (26) 
Class 1  (1,082)  (69) 
 
Total distributions  (49,910)  (21,552) 
 
From Fund share transactions (Note 6)  4,626,956  102,847,160 
 
Total increase (decrease)  4,931,073  80,680,579 
 
Net assets     
Beginning of year  1,898,058  6,829,131 
 
End of year  $6,829,131  $87,509,710 

See notes to financial statements

Annual report | Growth Opportunities Fund

27

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

Financial highlights

CLASS A SHARES       
 
Period ended  2-28-061  2-28-072  2-29-08 
 
Per share operating performance       
Net asset value, beginning of period  $21.31  $23.29  $24.34 
Net investment income (loss)3  0.04  (0.07)4  (0.15) 
Net realized and unrealized       
gain (loss) on investments  1.94  1.36  (3.43) 
Total from investment operations  1.98  1.29  (3.58) 
Less distributions       
From net realized gain  —  (0.24)  — 5 
Net asset value, end of period  $23.29  $24.34  $20.76 
Total return6 (%)  9.297  5.578,9  (14.69)8 
 
Ratios and supplemental data       
Net assets, end of period (in millions)  $2  $5  $72 
Ratios (as a percentage of average net assets):       
Expenses before reductions  5.4510  5.59  1.81 
Expenses net of fee waivers, if any  0.4810  1.32  1.55 
Expenses net of all fee waivers and credits  0.4810  1.32  1.54 
Net investment income (loss)  0.4110  (0.34)4  (0.64) 
Portfolio turnover (%)  437  96  26211 

1 Class A shares began operations on 9-16-05.

2 Effective June 12, 2006, shareholders of the former GMO Small/Mid Cap Growth Fund (the Predecessor Fund) became owners of an equal number of full and fractional Class A shares of the John Hancock Growth Opportunities Fund. Additionally, the accounting and performance history of the former GMO Small/Mid Cap Growth Fund was redesignated as that of John Hancock Growth Opportunities Fund Class A.

3 Based on the average of the shares outstanding.

4 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.03 per share and 0.14% of average net assets.

5 Less than $0.01 per share.

6 Total returns would have been lower had certain expenses not been reduced during the periods shown.

7 Not annualized.

8 Assumes dividend reinvestment.

9 Class A returns linked back to the Predecessor Fund.

10 Annualized.

11 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS B SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $22.17  $24.23 
Net investment income (loss)2  (0.20)3  (0.31) 
Net realized and unrealized gain     
(loss) on investments  2.50  (3.40) 
Total from investment operations  2.30  (3.71) 
Less distributions     
From net realized gain  (0.24)  — 4 
Net asset value, end of period  $24.23  $20.52 
Total return5,6 (%)  10.407  (15.29) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 8  $13 
Ratios (as a percentage of average net assets):     
Expenses before reductions  14.629  2.61 
Expenses net of fee waivers, if any  2.229  2.25 
Expenses net of all fee waivers and credits  2.229  2.24 
Net investment income (loss)  (1.21)3,9  (1.34) 
Portfolio turnover (%)  967  26210 

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.11% of average net assets.

4 Less than $0.01 per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Less than $500,000.

9 Annualized.

10 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
Per share operating performance     
Net asset value, beginning of period  $22.17  $24.23 
Net investment income (loss)2  (0.19)3  (0.32) 
Net realized and unrealized     
gain (loss) on investments  2.49  (3.38) 
Total from investment operations  2.30  (3.70) 
Less distributions     
From net realized gain  (0.24)  — 4 
Net asset value, end of period  $24.23  $20.53 
Total return5,6 (%)  10.407  (15.25) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $3 
Ratios (as a percentage of average net assets):     
Expenses before reductions  10.438  3.14 
Expenses net of fee waivers, if any  2.228  2.25 
Expenses net of all fee waivers and credits  2.228  2.24 
Net investment income (loss)  (1.15)3,8  (1.35) 
Portfolio turnover (%)  967  2629 

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.03 per share and 0.11% of average net assets.

4 Less than $0.01 per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Annualized.

9 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
Per share operating performance     
Net asset value, beginning of period  $22.17  $24.41 
Net investment income (loss)2  (0.02)3  (0.07) 
Net realized and unrealized     
gain (loss) on investments  2.50  (3.44) 
Total from investment operations  2.48  (3.51) 
Less distributions     
From net realized gain  (0.24)  — 4 
Net asset value, end of period  $24.41  $20.90 
Total return5,6 (%)  11.227  (14.36) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 8  — 8 
Ratios (as a percentage of average net assets):     
Expenses before reductions  16.269  12.17 
Expenses net of fee waivers, if any  1.139  1.04 
Expenses net of all fee waivers and credits  1.139  1.04 
Net investment income (loss)  (0.10)3,9  (0.30) 
Portfolio turnover (%)  967  26210 

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.03 per share and 0.11% of average net assets.

4 Less than $0.01 per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Less than $500,000.

9 Annualized.

10 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS R1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $22.17  $24.27 
Net investment income (loss)2  (0.14)3  (0.19) 
Net realized and unrealized     
gain (loss) on investments  2.48  (3.40) 
Total from investment operations  2.34  (3.59) 
Less distributions     
From net realized gain  (0.24)  — 4 
Net asset value, end of period  $24.27  $20.68 
Total return5,6 (%)  10.587  (14.77) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 8  — 8 
Ratios (as a percentage of average net assets):     
Expenses before reductions  24.209  15.83 
Expenses net of fee waivers, if any  1.889  1.64 
Expenses net of all fee waivers and credits  1.889  1.64 
Net investment income (loss)  (0.86)3,9  (0.78) 
Portfolio turnover (%)  967  26210 

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.11% of average net assets.

4 Less than $0.01 per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Less than $500,000.

9 Annualized.

10 Excludes merger activity.

See notes to financial statements

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

Financial highlights

CLASS 1 SHARES     
 
Period ended  2-28-071  2-29-08 
Per share operating performance     
 
Net asset value, beginning of period  $22.17  $24.42 
Net investment income (loss)2  (0.02)3  (0.05) 
Net realized and unrealized     
gain (loss) on investments  2.51  (3.45) 
Total from investment operations  2.49  (3.50) 
Less distributions     
From net realized gain  (0.24)  — 4 
Net asset value, end of period  $24.42  $20.92 
Total return5,6 (%)  11.267  (14.31) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 8  $1 
Ratios (as a percentage of average net assets):     
Expenses before reductions  3.819  1.81 
Expenses net of fee waivers, if any  1.099  1.09 
Expenses net of all fee waivers and credits  1.099  1.09 
Net investment income (loss)  (0.10)3,9  (0.22) 
Portfolio turnover (%)  967  26210 

1 Class 1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Net investment loss per share and ratio of net investment loss to average net assets reflects a special dividend received by the Fund which amounted to $0.02 per share and 0.10% of average net assets.

4 Less than $0.01 per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Less than $500,000.

9 Annualized.

10 Excludes merger activity.

See notes to financial statements

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Notes to financial statements

1. Organization

John Hancock Growth Opportunities Fund (the Fund) is a non-diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek long-term capital growth.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I, Class R1 and Class 1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. Class 1 shares are sold only to certain exempt separate accounts of John Hancock USA and John Hancock New York.

The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 4,557 shares of beneficial interest of Class R1 on February 29, 2008.

The Fund is the accounting and performance successor to the GMO Small/Mid Cap Growth Fund (the Predecessor Fund), a diversified open-end management investment company organized as a Massachusetts business trust. On June 12, 2006, the Fund acquired substantially all the assets and assumed the liabilities of the Predecessor Fund pursuant to an agreement and plan of reorganization, in exchange for Class A shares of the Fund.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

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Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT), an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of MFC, are valued at their net asset value each business day. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securiti es exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing signifi-cant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Fund will, on an ongoing basis, monitor for “sig-nificant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security

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valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161),  Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 1 61 on the Fund’s financial statement disclosures

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other finan-cial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefit of the Fund and the counterp arty.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes.

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Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley), which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of fund securities of the Fund. The risk of having one primary borrower of securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008, the Fund loaned securities having a market value of $6,455,481 collateralized by securities in the amount of $6,584,591.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices, such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final

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determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

The following is a summary of open futures contracts at February 29, 2008:

          UNREALIZED 
  NUMBER OF    EXPIRATION  NOTIONAL  APPRECIATION 
OPEN CONTRACTS  CONTRACTS  POSITION  DATE  VALUE  (DEPRECIATION) 
Russell 2000 Mini           
Index Futures  5  Long  Mar 2008  $343,400  ($15,752) 
S&P Mid 400 E-mini           
Index Futures  5  Long  Mar 2008  394,700  (10,673) 
          ($26,425) 

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the Fund had $33,521,041 of a capital loss car-ryforward available, to the extent provided by regulations, to offset future net realized capital gains. To the extent that such carryforward is used by the Fund, no capital gain distributions will be made. The loss carryforward expires as follows: February 28, 2009 — $8,514,595 and February 28, 2010 — $25,006,446. Availability of a certain amount of the loss carryforwards, which were acquired on May 25, 2007 in a merger with the John Hancock Mid Cap Growth Fund, may be limited in a given year. Net capital losses of $13,634,044 that are attributable to security transactions incurred after October 31, 2007 , are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $37,434 and long-term capital gain $12,476. During the year ended February 29, 2008, the tax character of distributions paid was as follows: long-term capital gain $21,552. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, there were no distributable earnings on a tax basis.

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

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in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to net operating losses, expiration of capital loss carryforwards and merger-related transactions.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.80% of the first $500,000,000 of the Fund’s aggregate daily net assets; (b) 0.78% of the next $500,000,000 of the Fund’s aggregate daily net assets; (c) 0.77% of the next $1,500,000,000 of the Fund’s aggregate daily net assets; and (d) 0.76% of the Fund’s aggregate daily net assets in excess of $2,500,000,000. Aggregate net assets include the net assets of the Fund and Growth Opportunities Trust, a series o f John Hancock Trust, and Growth Opportunities Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.80% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.24% of the Fund’s average annual net assets which are allocated pro rata to all share classes. Furthermore, the Adviser has voluntarily agreed to reimburse or limit these Fund level expenses to 0.20% for the period from May 26, 2007 to February 29, 2008. The agreements exclude taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.54% for Class A shares, 2.24% for Class B, 2.24% for Class C, 1.00% for Class I, 1.64% for Class R1 and 1.09% for Class 1. Prior to September 28, 2007, the expense limitation for Class I was 1.14% . Accordingly, the expense reductions or reimbursements related to this agreement were $183,313, $45,918, $24,631, $19,164, $16,539 and $2,473 for Class A, Class B, Class C, Class I, Class R1 and Class 1, respective ly for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the

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preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $21,947 with an annual effective rate of 0.03% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C, Class R1 and Class 1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00%, 0.50% and 0.05% of average daily net asset value of Class A, Class B, Class C, Class R1 and Class 1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $49,772 with regard to sales of Class A shares. Of this amount, $5,770 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $37,625 was paid as sales commissions to unrelated broker-dealers; and $6,377 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $26,428 for Class B shares and $420 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the

Growth Opportunities Fund | Annual report

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future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $179.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $7,657 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer    Printing and 
Share class  service fees  agent fees  Blue sky fees  postage fees 
 
Class A  $207,247  $136,441  $16,783  $39,243 
Class B  128,950  29,279  15,557  6,611 
Class C  27,611  5,726  15,396  1,687 
Class I  —  94  17,637  321 
Class R1  589  240  15,879  3 
Class 1  171  —  —  273 
Total  $364,568  $171,780  $81,252  $48,138 

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50%. In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the years ended February 28, 2007, and February 29, 2008, were as follows:

  Year ended 2-28-071  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares         
Sold  134,743  $3,150,486  199,710  $4,734,281 
Issued in reorganization (Note 8)  —  —  3,812,316  97,964,692 
Distributions reinvested  1,586  37,457  717  16,781 
Repurchased  (4,238)  (100,934)  (769,487)  (18,231,640) 
Net increase (decrease)  132,091  $3,087,009  3,243,256  $84,484,114 
 
Class B shares         
Sold  16,576  $380,025  44,734  $1,047,067 
Issued in reorganization (Note 8)  —  —  781,214  19,954,400 
Distributions reinvested  89  2,095  138  3,188 
Repurchased  (64)  (1,503)  (228,240)  (5,308,318) 
Net increase (decrease)  16,601  $380,617  597,846  $15,696,337 
 
Class C shares         
Sold  26,822  $617,497  23,285  $556,494 
Issued in reorganization (Note 8)  —  —  126,693  3,236,288 
Distributions reinvested  112  2,625  26  597 
Repurchased  (1)  (14)  (54,551)  (1,266,527) 
Net increase (decrease)  26,933  $620,108  95,453  $2,526,852 
 
Class I shares         
Sold  8,222  $183,402  1,206  $29,806 
Issued in reorganization (Note 8)  —  —  2,191  56,536 
Distributions reinvested  76  1,806  —  7 
Repurchased  —  —  (11,091)  (267,783) 
Net increase (decrease)  8,298  $185,208  (7,694)  ($181,434) 
 
Class R1 shares         
Sold  4,574  $101,500  1,329  $30,792 
Distributions reinvested  46  1,078  1  26 
Repurchased  —  —  (166)  (3,725) 
Net increase (decrease)  4,620  $102,578  1,164  $27,093 
 
Class 1 shares         
Sold  10,706  $250,671  27,623  $639,853 
Distributions reinvested  46  1,082  3  69 
Repurchased  (13)  (317)  (14,096)  (345,724) 
Net increase (decrease)  10,739  $251,436  13,530  $294,198 
 
Net increase (decrease)  199,282  $4,626,956  3,943,555  $102,847,160 

1Period from 6-12-06 (commencement of operations) to 2-28-07 for Class B, Class C, Class I and Class R1.

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7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $217,661,800 and $238,928,994, respectively.

8. Reorganization

On June 12, 2006, the Fund acquired substantially all of the assets and liabilities of the Predecessor Fund in exchange solely for Class A shares of the Fund. The acquisition was accounted for as a tax-free exchange of 81,480 Class A shares of the Fund for the net assets of the Predecessor Fund, which amounted to $1,806,642, including $14,098 of unrealized depreciation, after the close of business on June 9, 2006. Accounting and performance history of the Predecessor Fund was redesignated as that of Class A of the Fund.

On May 9, 2007, the shareholders of John Hancock Mid Cap Growth Fund (Mid Cap Growth Fund) approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the Mid Cap Growth Fund in exchange for Class A, Class B, Class C and Class I shares of the Fund. The acquisition was accounted for as a tax-free exchange of 3,812,316 Class A shares, 781,214 Class B shares, 126,693 Class C shares and 2,191 Class I shares of the Fund for the net assets of the Mid Cap Growth Fund, which amounted to $97,964,692, $19,954,400, $3,236,288 and $56,536 for Class A, Class B, Class C and Class I shares of the Mid Cap Growth Fund, respectively, including the total of $21,282,022 of unrealized appreciation, after the close of business on May 25, 2007.

9. Legal and regulatory matters

On June 25, 2007, the Adviser and the Distributor and two of their affiliates (collectively, the John Hancock Affiliates) reached a settlement with the SEC that resolved an investigation of certain practices relating to the John Hancock Affiliates’ variable annuity and mutual fund operations involving directed brokerage and revenue sharing. Under the terms of the settlement, each John Hancock Affiliate was censured and agreed to pay a $500,000 civil penalty to the United States Treasury. In addition, the Adviser and the Distributor agreed to pay disgorgement of $2,087,477 and prejudgment interest of $359,460 to entities, including certain John Hancock Funds, that participated in the Adviser’s directed brokerage program during the period from 2000 to October 2003. Collectively, all John Hancock Affiliates agreed to pay a total disgorgement of $16,926,420 and prejudgment interest of $2,361,460 to the entities advised or distributed by John Hancock Affiliates. The Adviser discontinued the use of directed brokerage in recognition of the sale of fund shares in October 2003. One of the parties to this settlement was the Mid Cap Growth Fund, which, as noted above, was acquired by the Fund in May 2007. As a result of this settlement, the Fund received $172,697, which was recorded as a realized gain to the Fund’s books on June 25, 2007.

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43

Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Growth Opportunities Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Growth Opportunities Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $21,552 as a long-term capital gain dividend.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
 
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

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Principal officers who are not Trustees (continued)

Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Investment  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
Management Services, LLC  2 Avenue de Lafayette  Preston Gates Ellis LLP 
601 Congress Street  Boston, MA 02111  One Lincoln Street 
Boston, MA 02210-2805  Boston, MA 02111-2950 
  Transfer agent   
Subadviser  John Hancock Signature  Independent registered public 
Grantham, Mayo, Van  Services, Inc.  accounting firm 
Otterloo & Co. LLC  P.O. Box 9510  PricewaterhouseCoopers LLP 
40 Rowes Wharf  Portsmouth, NH 03802-9510  125 High Street 
Boston, MA 02110    Boston, MA 02110 
 
Principal distributor     
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
Internet  www.jhfunds.com   
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

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1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www.jhfunds. com

Now available: electronic delivery
www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Growth Opportunities Fund.  8400A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

U.S. stocks went on a wild ride during the 12-month period highlighted both by record highs for broad market indexes and conditions deemed poor enough to warrant numerous interventions by the Federal Reserve. For the period in full, the Standard & Poor’s 500 Index finished down 3.60%, a modest move that belied its frequent violent gyrations. Growth stocks outpaced value stocks during the period. Telecommunication services, financials and consumer discretionary were the worst-performing sectors in the Russell 1000 Growth Index, while energy stocks performed the best.

“U.S. stocks went on a wild
ride during the 12-month
period…”

For the year ended February, 29, 2008, John Hancock Growth Fund’s Class A, Class B, Class C, Class I and Class R1 shares returned –6.28%, –7.01%, –7.01%, –5.94% and –6.39%, respectively, at net asset value while the Russell 1000 Growth Index returned 0.40% and the average large growth fund monitored by Morningstar, Inc. returned 0.64% . Sector and stock selection both detracted from returns versus the benchmark. Sector weightings adding to relative returns included an overweight in energy, while sector weightings detracting from relative returns included an overweight in consumer discretionary. Stock selections in telecommunication services added to relative returns, while picks in consumer discretionary and financials detracted. Individual names adding to returns versus the benchmark included overweight positions in Exxon Mobil Corp., Chevron Corp. and McDonald’s Corp. while overweight positions detractin g from relative returns included Home Depot, Inc., Kohl’s Corp. and Coach, Inc.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

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A look at performance

For the periods ended February 29, 2008           
 
    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year   inception  1-year  5-year  10-year  inception 
A  6-12-06    –10.97%  —  —  –1.42%  –10.97%  —  —  –2.44% 
B  6-12-06  –11.41  —  —  –1.39  –11.41  —  —  –2.39 
C  6-12-06    –7.89  —  —  0.82    –7.89  —  —  1.41 
I1  6-12-06  –5.94  —  —  2.10  –5.94  —  —  3.64 
R11  6-12-06  –6.39  —  —  1.32  –6.39  —  —  2.28 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I and Class R1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 6-30-08. The net expenses are as follows: Class A — 1.39%, Class B — 2.09%, Class C — 2.10%, Class I — 1.00%, Class R1 — 1.74% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 2.00%, Class B — 11.94%, Class C — 7.70%, Class I — 1.90%, Class R1 — 21.55% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Fund’s Class I and Class R1 share prospectuses.

Annual report | Growth Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Growth Fund Class A shares for the period indicated. For comparison, we’ve shown the same investment in the Russell 1000 Growth Index.


  Period  Without  With maximum   
Class  beginning  sales charge  sales charge  Index 
B  6-12-06  $10,141  $9,761  $11,270 
C2  6-12-06  10,141  10,141  11,270 
I3  6-12-06  10,364  10,364  11,270 
R13  6-12-06  10,228  10,228  11,270 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I and Class R1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Russell 1000 Growth Index is an unmanaged index containing those securities in the Russell 1000 Index with a greater-than-average growth orientation.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 No contingent deferred sales charge applicable.

3 For certain types of investors as described in the Fund’s Class I and Class R1 share prospectuses.

Growth Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $905.38  $6.59 
Class B  1,000.00  901.95  9.93 
Class C  1,000.00  901.95  9.93 
Class I  1,000.00  907.23  4.74 
Class R1  1,000.00  905.88  5.92 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | Growth Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,017.95  $6.97 
Class B  1,000.00  1,014.42  10.52 
Class C  1,000.00  1,014.42  10.52 
Class I  1,000.00  1,019.89  5.02 
Class R1  1,000.00  1,018.65  6.27 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.39%, 2.10%, 2.10%, 1.00% and 1.25% for Class A, Class B, Class C, Class I and Class R1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

Growth Fund | Annual report

10

Portfolio summary

Top 10 holdings1       
Exxon Mobil Corp.  4.9%  International Business Machines Corp.  2.5% 
Wal-Mart Stores, Inc.  3.4%  Schlumberger Ltd.  2.5% 
Microsoft Corp.  3.2%  UnitedHealth Group, Inc.  2.5% 
The Coca-Cola Company  2.8%  Altria Group, Inc.  2.4% 
Apple, Inc.  2.5%    Cisco Systems, Inc.  2.3% 
Sector distribution1       
Consumer non-cyclical  30%  Industrial  10% 
Technology  14%  Financial  3% 
Consumer cyclical  14%  Basic materials  2% 
Energy  14%  Utilities  1% 
Communications  10%  Other  2% 

1As a percentage of net assets on February 29, 2008.

Annual report | Growth Fund

11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, short-term investments and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer  Shares  Value 
 
Common stocks 98.78%    $24,768,139 
(Cost $25,520,551)     
 
Advertising 0.16%    40,908 
Interpublic Group of Companies, Inc. *  600  5,172 
Omnicom Group, Inc.  800  35,736 
 
Aerospace 1.32%    331,982 
General Dynamics Corp.  400  32,740 
Goodrich Corp.  1,100  65,153 
Lockheed Martin Corp.  100  10,320 
Northrop Grumman Corp.  200  15,722 
Rockwell Collins, Inc.  300  17,670 
United Technologies Corp.  2,700  190,377 
 
Agriculture 1.61%    404,880 
Monsanto Company  3,500  404,880 
 
Aluminum 0.10%    25,998 
Alcoa, Inc.  700  25,998 
 
Apparel & Textiles 0.90%    224,435 
Coach, Inc. *  2,000  60,640 
Liz Claiborne, Inc.  600  10,668 
Mohawk Industries, Inc. * (a)  400  28,564 
NIKE, Inc., Class B  1,300  78,260 
Polo Ralph Lauren Corp., Class A  500  31,095 
VF Corp.  200  15,208 
 
Auto Parts 0.62%    155,083 
AutoZone, Inc. *  300  34,524 
Genuine Parts Company  300  12,375 
Johnson Controls, Inc.  2,800  92,008 
O’Reilly Automotive, Inc. *  600  16,176 
 
Auto Services 0.12%    30,597 
AutoNation, Inc. *  2,100  30,597 

See notes to financial statements

Growth Fund | Annual report

12

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

Issuer  Shares  Value 
 
Automobiles 0.39%    $97,605 
PACCAR, Inc.  2,250  97,605 
 
Biotechnology 0.34%    84,661 
Amgen, Inc. *  400  18,208 
Genentech, Inc. *  500  37,875 
Immucor, Inc. *  500  14,900 
Techne Corp. *  200  13,678 
 
Broadcasting 0.33%    83,820 
Discovery Holding Company *  1,700  38,369 
Liberty Global, Inc., Class A *  900  33,840 
Liberty Media Corp., Capital, Series A *  100  11,611 
 
Building Materials & Construction 0.05%    11,214 
Masco Corp.  600  11,214 
 
Business Services 1.65%    413,515 
Accenture, Ltd., Class A  700  24,675 
Affiliated Computer Services, Inc., Class A *  100  5,075 
Automatic Data Processing, Inc.  1,000  39,950 
FactSet Research Systems, Inc.  300  15,792 
Fiserv, Inc. *  1,400  73,668 
Fluor Corp.  700  97,475 
Jacobs Engineering Group, Inc. *  1,000  80,290 
Moody’s Corp.  700  26,586 
NCR Corp. *  1,000  22,160 
Pitney Bowes, Inc.  500  17,890 
R.R. Donnelley & Sons Company  100  3,183 
TeleTech Holdings, Inc. *  300  6,771 
 
Cable & Television 0.12%    30,985 
Comcast Corp., Class A *  850  16,609 
DIRECTV Group, Inc. *  200  5,010 
Time Warner, Inc.  600  9,366 
 
Cellular Communications 0.04%    9,380 
Telephone & Data Systems, Inc.  200  9,380 
 
Chemicals 0.26%    65,712 
Albemarle Corp.  200  7,588 
Celanese Corp., Series A  1,400  54,460 
Hercules, Inc.  200  3,664 
 
Colleges & Universities 0.09%    22,275 
Career Education Corp. *  1,500  22,275 
 
Computers & Business Equipment 10.64%    2,667,987 
Apple, Inc. *  5,100  637,602 
Cisco Systems, Inc. *  23,900  582,443 
Cognizant Technology Solutions Corp., Class A *  1,000  30,210 
Dell, Inc. *  17,000  337,450 
EMC Corp. *  17,700  275,058 

See notes to financial statements

Annual report | Growth Fund

13

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

Issuer  Shares  Value 
 
Computers & Business Equipment (continued)     
Hewlett-Packard Company  1,900  $90,763 
Ingram Micro, Inc., Class A *  1,100  16,797 
International Business Machines Corp.  5,600  637,616 
Juniper Networks, Inc. *  1,500  40,230 
Lexmark International, Inc. *  600  19,818 
 
Construction Materials 0.45%    112,298 
Martin Marietta Materials, Inc. (a)  400  43,040 
Sherwin-Williams Company  100  5,178 
Trane, Inc.  800  36,040 
Vulcan Materials Company  400  28,040 
 
Containers & Glass 0.32%    79,030 
Owens-Illinois, Inc. *  1,400  79,030 
 
Cosmetics & Toiletries 3.36%    841,766 
Avon Products, Inc.  1,000  38,060 
Colgate-Palmolive Company  1,600  121,744 
International Flavors & Fragrances, Inc.  200  8,626 
Kimberly-Clark Corp.  1,700  110,806 
Procter & Gamble Company  8,500  562,530 
 
Crude Petroleum & Natural Gas 0.83%    206,800 
Apache Corp.  500  57,355 
Occidental Petroleum Corp.  1,300  100,581 
Sunoco, Inc.  800  48,864 
 
Drugs & Health Care 0.17%    43,620 
Wyeth  1,000  43,620 
 
Educational Services 0.57%    142,384 
Apollo Group, Inc., Class A *  1,600  98,208 
ITT Educational Services, Inc. *  800  44,176 
 
Electrical Equipment 0.36%    90,804 
Emerson Electric Company  1,000  50,960 
FLIR Systems, Inc. *  1,400  39,844 
 
Electrical Utilities 0.84%    209,998 
American Electric Power Company, Inc.  300  12,276 
CenterPoint Energy, Inc.  1,000  14,680 
Constellation Energy Group, Inc.  500  44,175 
Dynegy, Inc., Class A *  800  5,920 
FPL Group, Inc.  100  6,029 
Mirant Corp. *  900  33,300 
PPL Corp.  300  13,614 
Public Service Enterprise Group, Inc.  800  35,280 
Quanta Services, Inc. *  1,300  31,044 
Reliant Energy, Inc. *  600  13,680 

See notes to financial statements

Growth Fund | Annual report

14

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

Issuer  Shares  Value 
 
Electronics 0.37%    $92,519 
Arrow Electronics, Inc. *  300  9,783 
Avnet, Inc. *  1,200  40,452 
Garmin, Ltd.  200  11,742 
L-3 Communications Holdings, Inc.  200  21,258 
Synopsys, Inc. *  400  9,284 
 
Energy 0.25%    63,091 
NRG Energy, Inc. *  1,400  57,778 
Sempra Energy  100  5,313 
 
Financial Services 1.12%    279,510 
Citigroup, Inc.  3,700  87,727 
Eaton Vance Corp.  1,100  35,035 
Franklin Resources, Inc.  400  37,748 
Goldman Sachs Group, Inc.  300  50,889 
Janus Capital Group, Inc.  500  12,110 
Merrill Lynch & Company, Inc.  200  9,912 
SEI Investments Company  900  22,509 
T. Rowe Price Group, Inc. (c)  300  15,159 
The First Marblehead Corp. (a)  700  8,421 
 
Food & Beverages 5.55%    1,392,211 
General Mills, Inc.  700  39,193 
H.J. Heinz Company  400  17,644 
Kellogg Company  400  20,288 
Kraft Foods, Inc., Class A  1,707  53,207 
PepsiCo, Inc.  6,900  479,964 
Sara Lee Corp.  1,100  13,893 
Sysco Corp.  1,100  30,866 
The Coca-Cola Company  12,200  713,212 
William Wrigley Jr. Company  400  23,944 
 
Gas & Pipeline Utilities 0.95%    237,321 
Transocean, Inc. *  1,689  237,321 
 
Healthcare Products 6.21%    1,556,221 
Baxter International, Inc.  1,400  82,628 
Becton, Dickinson & Company  300  27,126 
IDEXX Laboratories, Inc. *  400  22,188 
Intuitive Surgical, Inc. *  300  84,576 
Johnson & Johnson  8,100  501,876 
Kinetic Concepts, Inc. *  800  41,112 
Medtronic, Inc.  4,000  197,440 
Patterson Companies, Inc. *  800  28,160 
Respironics, Inc. *  500  32,840 
St. Jude Medical, Inc. *  1,100  47,278 
Stryker Corp.  2,800  182,308 
Zimmer Holdings, Inc. *  4,100  308,689 

See notes to financial statements

Annual report | Growth Fund

15

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

Issuer  Shares  Value 
 
Healthcare Services 5.14%    $1,289,753 
Cardinal Health, Inc.  1,000  59,140 
Coventry Health Care, Inc. *  700  36,309 
Express Scripts, Inc. *  4,100  242,310 
Lincare Holdings, Inc. *  $200  6,500 
McKesson Corp.  800  47,008 
Medco Health Solutions, Inc. *  4,200  186,102 
Quest Diagnostics, Inc.  800  38,136 
UnitedHealth Group, Inc.  13,300  618,184 
WellPoint, Inc. *  800  56,064 
 
Homebuilders 0.06%    14,030 
D.R. Horton, Inc.  1,000  14,030 
 
Hotels & Restaurants 0.66%    164,623 
Jack in the Box, Inc. *  200  5,254 
Marriott International, Inc., Class A  200  6,820 
McDonald’s Corp.  2,000  108,220 
Starbucks Corp. *  1,700  30,549 
Yum! Brands, Inc.  400  13,780 
 
Household Products 0.32%    81,392 
Church & Dwight, Inc.  100  5,346 
Clorox Company  200  11,638 
Energizer Holdings, Inc. *  600  55,698 
Tempur-Pedic International, Inc. (a)  500  8,710 
 
Industrial Machinery 2.61%    654,729 
Cameron International Corp. *  1,400  59,472 
Caterpillar, Inc.  2,000  144,660 
Crane Company  300  12,369 
Cummins, Inc.  1,400  70,532 
Deere & Company  2,400  204,504 
Dresser-Rand Group, Inc. *  300  10,221 
Flowserve Corp.  200  21,780 
ITT Corp.  800  44,992 
Lincoln Electric Holdings, Inc.  200  13,428 
Pall Corp.  1,100  43,307 
W.W. Grainger, Inc.  400  29,464 
 
Insurance 1.76%    440,648 
Aetna, Inc.  1,500  74,400 
AFLAC, Inc.  1,500  93,615 
Allstate Corp.  300  14,319 
Ambac Financial Group, Inc.  200  2,228 
American International Group, Inc.  1,600  74,976 
Brown & Brown, Inc.  1,100  19,613 
CIGNA Corp.  1,200  53,496 
Hartford Financial Services Group, Inc.  200  13,980 
MBIA, Inc. (a)  500  6,485 

See notes to financial statements

Growth Fund | Annual report

16

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

Issuer  Shares  Value 
 
Insurance (continued)     
Prudential Financial, Inc.  500  $36,485 
The Travelers Companies, Inc.  1,100  51,051 
 
International Oil 7.84%    1,966,452 
Anadarko Petroleum Corp.  500  31,870 
Chevron Corp.  5,000  433,300 
ConocoPhillips  2,200  181,962 
Exxon Mobil Corp.  14,100  1,226,841 
Noble Corp.  900  44,235 
Weatherford International, Ltd. *  700  48,244 
 
Internet Content 1.50%    376,944 
Google, Inc., Class A *  800  376,944 
 
Internet Retail 2.15%    538,050 
Amazon.com, Inc. *  3,700  238,539 
eBay, Inc. *  9,300  245,148 
Expedia, Inc. *  1,700  38,981 
IAC/InterActiveCorp. *  200  3,980 
Priceline.com, Inc. *  100  11,402 
 
Internet Software 0.31%    78,510 
McAfee, Inc. *  1,000  33,270 
VeriSign, Inc. *  1,300  45,240 
 
Leisure Time 0.21%    52,290 
MGM MIRAGE *  849  52,290 
 
Life Sciences 0.10%    23,844 
Waters Corp. *  400  23,844 
 
Liquor 0.47%    117,725 
Anheuser-Busch Companies, Inc.  2,500  117,725 
 
Manufacturing 2.68%    670,743 
3M Company  3,700  290,080 
Danaher Corp.  1,000  74,150 
Harley-Davidson, Inc.  1,400  52,024 
Honeywell International, Inc.  3,400  195,636 
Illinois Tool Works, Inc.  500  24,535 
Mettler-Toledo International, Inc. *  300  29,310 
Tyco International, Ltd.  125  5,008 
 
Metal & Metal Products 0.47%    118,235 
Crown Holdings, Inc. *  300  7,473 
Precision Castparts Corp.  900  99,351 
Southern Copper Corp.  100  11,411 
 
Mobile Homes 0.09%    21,336 
Thor Industries, Inc.  700  21,336 
 
Petroleum Services 3.85%    966,543 
Diamond Offshore Drilling, Inc.  500  60,415 
Schlumberger, Ltd.  7,200  622,440 

See notes to financial statements

Annual report | Growth Fund

17

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

Issuer  Shares  Value 
 
Petroleum Services (continued)     
Smith International, Inc.  1,400  $88,242 
Tidewater, Inc.  600  33,690 
Valero Energy Corp.  2,800  161,756 
 
Pharmaceuticals 6.00%    1,503,470 
Abbott Laboratories  5,200  278,460 
Allergan, Inc.  300  17,769 
Bristol-Myers Squibb Company  2,800  63,308 
Eli Lilly & Company  2,100  105,042 
Forest Laboratories, Inc. *  2,100  83,517 
Gilead Sciences, Inc. *  800  37,856 
Merck & Company, Inc.  9,600  425,280 
Pfizer, Inc.  18,100  403,268 
Schering-Plough Corp.  4,100  88,970 
 
Publishing 0.11%    27,573 
Gannett Company, Inc.  100  3,015 
McGraw-Hill Companies, Inc.  600  24,558 
 
Real Estate 0.01%    3,531 
General Growth Properties, Inc., REIT  100  3,531 
 
Retail Grocery 0.19%    48,720 
Safeway, Inc.  500  14,370 
SUPERVALU, Inc.  200  5,250 
The Kroger Company  1,200  29,100 
 
Retail Trade 10.11%    2,535,938 
Abercrombie & Fitch Company, Class A  600  46,518 
Advance Auto Parts, Inc.  900  30,186 
American Eagle Outfitters, Inc.  1,200  25,644 
Bed Bath & Beyond, Inc. *  1,700  48,178 
Best Buy Company, Inc.  700  30,107 
Big Lots, Inc. *  300  5,055 
CarMax, Inc. * (a)  200  3,672 
CVS Caremark Corp.  1,400  56,532 
Dollar Tree Stores, Inc. *  1,000  26,830 
Family Dollar Stores, Inc.  800  15,320 
GameStop Corp., Class A *  700  29,652 
Home Depot, Inc.  14,700  390,285 
Kohl’s Corp. *  1,900  84,436 
Lowe’s Companies, Inc.  13,000  311,610 
Nordstrom, Inc.  100  3,703 
RadioShack Corp.  1,900  33,155 
Staples, Inc.  2,800  62,300 
Target Corp.  4,500  236,745 
The TJX Companies, Inc.  900  28,800 
Tiffany & Company  1,300  48,932 

See notes to financial statements

Growth Fund | Annual report

18

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

Issuer  Shares  Value 
 
Retail Trade (continued)     
Walgreen Company  4,800  $175,248 
Wal-Mart Stores, Inc.  17,000  843,030 
 
Sanitary Services 0.04%    10,800 
Nalco Holding Company  500  10,800 
 
Semiconductors 0.68%    171,186 
Intel Corp.  4,100  81,795 
Intersil Corp., Class A  1,000  23,270 
KLA-Tencor Corp.  700  29,407 
National Semiconductor Corp.  600  9,882 
Xilinx, Inc.  1,200  26,832 
 
Software 4.98%    1,249,418 
Activision, Inc. *  200  5,450 
Adobe Systems, Inc. *  1,200  40,380 
Autodesk, Inc. *  500  15,545 
BMC Software, Inc. *  200  6,456 
CA, Inc.  400  9,152 
Citrix Systems, Inc. *  400  13,172 
Compuware Corp. *  2,200  17,512 
Intuit, Inc. *  1,000  26,560 
Microsoft Corp.  29,300  797,546 
NAVTEQ Corp. *  300  22,485 
Oracle Corp. *  15,700  295,160 
 
Telecommunications Equipment & Services 2.63%    659,939 
Corning, Inc.  2,300  53,429 
QUALCOMM, Inc.  10,200  432,174 
Verizon Communications, Inc.  4,800  174,336 
 
Telephone 0.28%    69,660 
AT&T, Inc.  2,000  69,660 
 
Tires & Rubber 0.16%    40,650 
Goodyear Tire & Rubber Company *  1,500  40,650 
 
Tobacco 2.43%    608,721 
Altria Group, Inc.  8,100  592,434 
UST, Inc.  300  16,287 
 
Toys, Amusements & Sporting Goods 0.07%    18,036 
Hasbro, Inc.  400  10,308 
Mattel, Inc.  400  7,728 
 
Transportation 0.08%    20,308 
C.H. Robinson Worldwide, Inc.  400  20,308 
 
Trucking & Freight 0.70%    175,732 
FedEx Corp.  400  35,252 
United Parcel Service, Inc., Class B  2,000  140,480 

See notes to financial statements

Annual report | Growth Fund

19

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

  Principal   
Issuer  Amount  Value 
 
Short-term investments 0.33%    $83,311 
(Cost $83,311)     
John Hancock Cash Investment Trust, 3.5681% (c)(f)  $83,311  83,311 
 
Repurchase agreements 1.52%    $381,000 
(Cost $381,000)     
Repurchase Agreement with State Street Corp. dated 2-29-08 at     
2.35% to be repurchased at $381,075 on 3-3-08,     
collateralized by $395,000 Federal National Mortgage     
Association, 5.57%, due 7-14-28 (valued at $390,556,     
including interest)  $381,000  381,000 
  
Total investments (Cost $25,984,862)† 100.63%    $25,232,450 
 
Liabilities in excess of other assets (0.63%)    ($157,791) 
 
Total net assets 100.00%    $25,074,659 

Percentages are stated as a percent of net assets.

REIT Real Estate Investment Trust

* Non-income producing.

(a) All or a portion of this security was out on loan.

(c) Investment is an affiliate of the Trust’s adviser or subadviser.

(f) John Hancock Cash Investment Trust is managed by MFC Global Investment Management (U.S.), LLC. The rate shown is the seven-day effective yield at period end.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $26,022,911. Net unrealized depreciation aggregated $790,461, of which $1,325,295 related to appreciated investment securities and $2,115,756 related to depreciated investment securities.

See notes to financial statements

Growth Fund | Annual report

20

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments in unaffiliated issuers, at value (cost $25,520,551)   
including $81,677 of securities loaned (Note 2)  $24,768,139 
Repurchase agreement, at value (cost $381,000) (Note 2)  381,000 
Investments in affiliated issuers, at value (cost $83,311) (Note 9)  83,311 
 
Total investments, at value (cost $25,984,862)  25,232,450 
Cash  271 
Cash collateral at brokers for futures contracts  67,200 
Receivable for investments sold  10,880 
Receivable for fund shares sold  12,246 
Dividends and interest receivable (net of tax)  41,361 
Receivable due from adviser  702 
Other assets  116 
 
Total assets  25,365,226 
 
Liabilities   
 
Payable for fund shares repurchased  143,477 
Payable upon return of securities loaned (Note 2)  83,311 
Payable for futures variation margin  3,885 
Payable to affiliates   
Fund administration fees  180 
Transfer agent fees  4,524 
Distribution and service fees  189 
Trustees’ fees  90 
Other payables and accrued expenses  54,911 
 
Total liabilities  290,567 
 
Net assets   
Capital paid-in  $26,579,324 
Accumulated undistributed net realized gain (loss) on investments and futures contracts  (750,815) 
Net unrealized appreciation (depreciation) on investments and futures contracts  (753,850) 
  
Net assets  $25,074,659 
 

See notes to financial statements

Annual report | Growth Fund

21

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

Statement of assets and liabilities (continued)

Net asset value per share   
The Funds have an unlimited number of shares authorized with no par value.   
Net asset value is calculated by dividing the net assets of each class of shares   
by the number of outstanding shares in the class.   
 
Class A   
Net assets  $22,346,085 
Shares outstanding  1,162,336 
Net asset value and redemption price per share  $19.23 
 
Class B1   
Net assets  $710,832 
Shares outstanding  37,367 
Net asset value and offering price per share  $19.02 
 
Class C1   
Net assets  $1,832,119 
Shares outstanding  96,304 
Net asset value and offering price per share  $19.02 
 
Class I   
Net assets  $63,402 
Shares outstanding  3,272 
Net asset value, offering price and redemption price per share  $19.38 
 
Class R1   
Net assets  $122,221 
Shares outstanding  6,380 
Net asset value, offering price and redemption price per share  $19.16 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)2  $20.24 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Growth Fund | Annual report

22

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

Statement of operations For the year ended 2-29-08

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  $327,889 
Interest  48,824 
Securities lending  568 
Income from affiliated issuers  217 
 
Total investment income  377,498 
 
Expenses   
Investment management fees (Note 3)  210,900 
Distribution and service fees (Note 3)  95,791 
Transfer agent fees (Note 3)  25,347 
Fund administration fees (Note 3)  11,948 
Blue sky fees (Note 3)  81,231 
Audit and legal fees  70,246 
Printing and postage fees (Note 3)  6,694 
Custodian fees  37,950 
Trustees’ fees (Note 3)  2,075 
Registration and filing fees  24,946 
Miscellaneous  280 
 
Total expenses  567,408 
Less expense reductions (Note 3)  (182,888) 
 
Net expenses  384,520 
 
Net investment loss  (7,022) 
 
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in unaffiliated issuers  144,161 
Futures contracts  (44,965) 
  99,196 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (2,064,828) 
Futures contracts  11,524 
  (2,053,304) 
Net realized and unrealized gain (loss)  (1,954,108) 
Increase (decrease) in net assets from operations  ($1,961,130) 

See notes to financial statements

Annual report | Growth Fund

23

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

Statement 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.

  Year  Year 
  ended  ended 
  2-28-071  2-29-08 
 
Increase (decrease) in net assets     
From operations     
Net investment income (loss)  $13,947  ($7,022) 
Net realized gain (loss)  863,241  99,196 
Change in net unrealized appreciation (depreciation)  1,299,454  (2,053,304) 
 
Increase (decrease) in net assets resulting from operations  2,176,642  (1,961,130) 
 
Distributions to shareholders     
From net investment income     
Class A  (38,325)  — 
Class I  (108)  — 
Class R1  (163)  — 
From net realized gain     
Class A  (197,001)  (1,315,122) 
Class B  (2,867)  (41,970) 
Class C  (6,435)  (111,505) 
Class I  (281)  (11,243) 
Class R1  (1,108)  (6,262) 
 
Total distributions  (246,288)  (1,486,102) 
 
From Fund share transactions (Note 6)  20,208,114  6,383,423 
 
Total increase  22,138,468  2,936,191 
 
Net assets     
Beginning of year  —  22,138,468 
 
End of year  $22,138,468  $25,074,659 

1 Period from 6-12-06 (commencement of operations) to 2-28-07.

See notes to financial statements

Growth Fund | Annual report

24

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

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.

CLASS A SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $21.65 
Net investment income (loss)2  —3  0.01 
Net realized and unrealized gain     
(loss) on investments  1.91  (1.25) 
Total from investment operations  1.91  (1.24) 
Less distributions     
From net investment income  (0.04)  — 
From net realized gain  (0.22)  (1.18) 
  (0.26)  (1.18) 
Net asset value, end of period  $21.65  $19.23 
Total return4,5 (%)  9.576  (6.28) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $21  $22 
Ratios (as a percentage of average net assets):     
Expenses before reductions  2.007  1.85 
Expenses net of fee waivers, if any  1.397  1.40 
Expenses net of all fee waivers and credits  1.397  1.40 
Net investment income (loss)  0.017  0.04 
Portfolio turnover (%)  936  95 

1 Class A shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Less than $0.01 per share.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

See notes to financial statements

Annual report | Growth Fund

25

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

Financial highlights

CLASS B SHARES     
 
Period ended  2-28-071  2-29-08 
Per share operating performance     
Net asset value, beginning of period  $20.00  $21.59 
Net investment income (loss)2  (0.11)  (0.15) 
Net realized and unrealized gain     
(loss) on investments  1.92  (1.24) 
Total from investment operations  1.81  (1.39) 
Less distributions     
From net realized gain  (0.22)  (1.18) 
Net asset value, end of period  $21.59  $19.02 
Total return3,4 (%)  9.055  (7.01) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  $1 
Ratios (as a percentage of average net assets):     
Expenses before reductions  11.947  4.74 
Expenses net of fee waivers, if any  2.097  2.10 
Expenses net of all fee waivers and credits  2.097  2.10 
Net investment income (loss)  (0.68)7  (0.68) 
Portfolio turnover (%)  935  95 

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

Growth Fund | Annual report

26

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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
Per share operating performance     
Net asset value, beginning of period  $20.00  $21.59 
Net investment income (loss)2  (0.10)  (0.15) 
Net realized and unrealized gain     
(loss) on investments  1.91  (1.24) 
Total from investment operations  1.81  (1.39) 
Less distributions     
From net realized gain  (0.22)  (1.18) 
Net asset value, end of period  $21.59  $19.02 
Total return3,4 (%)  9.055  (7.01) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $2 
Ratios (as a percentage of average net assets):     
Expenses before reductions  7.706  3.46 
Expenses net of fee waivers, if any  2.106  2.10 
Expenses net of all fee waivers and credits  2.106  2.10 
Net investment income (loss)  (0.66)6  (0.68) 
Portfolio turnover (%)  935  95 

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

Annual report | Growth Fund

27

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $21.73 
Net investment income (loss)2  0.06  0.09 
Net realized and unrealized gain     
(loss) on investments  1.97  (1.26) 
Total from investment operations  2.03  (1.17) 
Less distributions     
From net investment income  (0.08)  — 
From net realized gain  (0.22)  (1.18) 
  (0.30)  (1.18) 
Net asset value, end of period  $21.73  $19.38 
Total return3,4 (%)  10.185  (5.94) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  —6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  1.907  9.72 
Expenses net of fee waivers, if any  1.007  1.00 
Expenses net of all fee waivers and credits  1.007  1.00 
Net investment income (loss)  0.437  0.40 
Portfolio turnover (%)  935  95 

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

Growth Fund | Annual report

28

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

Financial highlights

CLASS R1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $21.60 
Net investment income (loss)2  (0.05)  (0.01) 
Net realized and unrealized gain     
(loss) on investments  1.90  (1.25) 
Total from investment operations  1.85  (1.26) 
Less distributions     
From net investment income  (0.03)  — 
From net realized gain  (0.22)  (1.18) 
  (0.25)  (1.18) 
Net asset value, end of period  $21.60  $19.16 
Total return3,4 (%)  9.275  (6.39) 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  —6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  21.557  15.85 
Expenses net of fee waivers, if any  1.747  1.50 
Expenses net of all fee waivers and credits  1.747  1.50 
Net investment income (loss)  (0.34)7  (0.06) 
Portfolio turnover (%)  935  95 

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

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29

Notes to financial statements

1. Organization

John Hancock Growth Fund (the Fund) is a non-diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek long-term capital growth.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I and Class R1. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution pl an have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 779,618 and 5,338 shares of beneficial interest of Class A and Class R1, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. Investments in John Hancock Cash Investment Trust (JHCIT), an affiliate of the John Hancock Advisers, LLC (JHA), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of MFC, are valued at their net asset value each business day. All other securities held by the

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30

Fund are valued at the last sale price or offi-cial closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Funds will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in

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31

the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161),  Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 16 1 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefi t of the Fund and the counterparty.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

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32

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Securities lending

The Fund may lend portfolio securities from time to time in order to earn additional income. The Fund retains beneficial ownership of the securities it has loaned and continues to receive interest and dividends paid by the issuer of securities and to participate in any changes in their value. On the settlement date of the loan, the Fund receives collateral against the loaned securities and maintain collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. Any cash collateral received is invested in the JHCIT. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collat eral. The Fund receives compensation for lending its securities either in the form of fees, guarantees, and/or by retaining a portion of interest on the investment of any cash received as collateral.

The Fund has entered into an agreement with Morgan Stanley & Co. Incorporated and MS Securities Services Inc. (collectively, Morgan Stanley), which permits the Fund to lend securities to Morgan Stanley on a principal basis. Morgan Stanley is the primary borrower of fund securities of the Fund. The risk of having one primary borrower of securities (as opposed to several borrowers in an agency relationship) is that should Morgan Stanley fail financially, all securities lent will be affected by the failure and by any delays in recovery of the securities (or in the rare event, loss of rights in the collateral).

Prior to May 8, 2007, cash collateral was invested in the State Street Navigator Securities Lending Portfolio. At February 29, 2008, the Fund loaned securities having a market value of $81,677 collateralized by securities in the amount of $83,311.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

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33

The following is a summary of open futures contracts on February 29, 2008:

          UNREALIZED 
  NUMBER OF    EXPIRATION  NOTIONAL  APPRECIATION 
OPEN CONTRACTS  CONTRACTS  POSITION  DATE  AMOUNT  (DEPRECIATION) 
S&P Mini 500 Index Futures  1  Long  Mar 2008  $66,565  ($1,438) 

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $733,332 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $205,911 and long-term capital gain $40,377. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $1,248,461 and long-term capital gain $237,641. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $19,128 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to net operating losses.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.80% of the first $500,000,000 of the Fund’s aggregate daily net assets; (b) 0.78% of the next $500,000,000 of the Fund’s aggregate daily net assets; (c) 0.77% of the next $1,500,000,000 of the Fund’s aggregate daily net assets; and (d) 0.76% of the Fund’s aggregate daily net assets in excess of $2,500,000,000. Aggregate net assets include the net assets of the Fund and Growth Trust, a series of John Hancock Trust and Growth Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

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The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.80% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.11% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.40% for Class A shares, 2.10% for Class B, 2.10% for Class C, 1.00% for Class I and 1.50% for Class R1. Accordingly, the expense reductions or reimbursements related to this agreement were $105,810, $18,036, $23,819, $18,464 and $16,302 for Class A, Class B, Class C, Class I and Class R1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until Jun e 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $11,948 with an annual effective rate of 0.05% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C and Class R1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00% and 0.50% of average daily net asset value of Class A, Class B, Class C and Class R1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $37,898 with regard to sales of Class A shares. Of this amount, $6,302 was retained and used for printing prospectuses; advertising, sales literature and other purposes; $31,521 was paid as sales commissions to unrelated broker-dealers; and $75 was paid as sales commissions to sales

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35

personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $1,633 for Class B shares and $509 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account, and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $174.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $283 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer  Blue sky  Printing and 
Share class  service fees  agent fees  fees  postage fees 
 
Class A  $70,763  $20,006  $18,354  $5,740 
Class B  6,850  1,395  14,680  148 
Class C  17,604  3,599  14,820  803 
Class I  —  114  17,541  — 
Class R1  574  233  15,836  3 
Total  $95,791  $25,347  $81,231  $6,694 

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4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

6. Fund share transactions

Share activities for the Fund for the years ended February 28, 2007, and February 29, 2008, were as follows:

    Year ended 2-28-071  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares         
Sold  941,625  $19,160,734  253,211  $5,635,153 
Distributions reinvested  10,718  232,682  60,442  1,296,476 
Repurchased  (3,531)  (77,567)  (100,129)  (2,102,448) 
Net increase (decrease)  948,812  $19,315,849  213,524  $4,829,181 
 
Class B shares         
Sold  19,722  $418,160  29,429  $643,344 
Distributions reinvested  132  2,867  1,972  41,918 
Repurchased  (217)  (4,845)  (13,671)  (298,183) 
Net increase (decrease)  19,637  $416,182  17,730  $387,079 
 
Class C shares         
Sold  42,249  $911,629  71,331  $1,568,194 
Distributions reinvested  277  6,002  4,932  104,855 
Repurchased  (13)  (287)  (22,472)  (471,936) 
Net increase (decrease)  42,513  $917,344  53,791  $1,201,113 
 
Class I shares         
Sold  368,724  $7,471,000  7,959  $180,651 
Distributions reinvested  18  389  520  11,243 
Repurchased  (362,143)  (8,013,922)  (11,806)  (252,855) 
Net increase (decrease)  6,599  ($542,533)  (3,327)  ($60,961) 
 
Class R1 shares         
Sold  5,000  $100,000  1,028  $20,749 
Distributions reinvested  59  1,272  293  6,262 
Net increase (decrease)  5,059  $101,272  1,321  $27,011 
 
Net increase (decrease)  1,022,620  $20,208,114  283,039  $6,383,423 

1Period from 6-12-06 (commencement of operations) to 2-28-07.

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $29,513,673 and $23,884,586, respectively.

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37

Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Growth Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Growth Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $237,641 as a long-term capital gain dividend. With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 55.14% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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39

Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
 
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
 
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
 
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
 
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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41

Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

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42

Principal officers who are not Trustees (continued)   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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43

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Investment  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
Management Services, LLC  2 Avenue de Lafayette  Preston Gates Ellis LLP 
601 Congress Street  Boston, MA 02111  One Lincoln Street 
Boston, MA 02210-2805  Boston, MA 02111-2950 
  Transfer agent 
Subadviser  John Hancock Signature  Independent registered 
Grantham, Mayo, Van  Services, Inc.  public accounting firm 
Otterloo & Co. LLC  P.O. Box 9510  PricewaterhouseCoopers LLP 
40 Rowes Wharf  Portsmouth, NH 03802-9510  125 High Street 
Boston, MA 02110    Boston, MA 02110 
 
Principal distributor     
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
Internet  www.jhfunds.com   
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

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44


1-800-225-5291 1-800-554-6713 TDD 1-800-338-8080 EASI-Line www.jhfunds. com

Now available: electronic delivery
www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Growth Fund.  8600A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By Grantham, Mayo, Van Otterloo & Co. LLC (GMO)

The year ended February 29, 2008, was challenging for international markets. Share prices weakened significantly in the final four months of the period, as a slew of unfavorable data built a convincing case that a serious U.S.-centered slowdown was occurring and might be spreading to other developed countries as well. Against this backdrop, the S&P/Citigroup Primary Market Index (PMI) Europe, Pacific, Asia Composite (EPAC) Growth Style Index gained 3.54%, while the average foreign large blend fund monitored by Morningstar Inc. returned 2.31% . During this period, the Fund’s momentum criteria worked better than its valuation parameters.

“The year ended February 29,
2008, was challenging for
international markets.”

During the past year ended February 29, 2008, John Hancock International Growth Fund’s Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares returned 2.85%, 2.03%, 1.99%, 3.27%, 2.73%, 3.28% and 3.34%, respectively, at net asset value. Among countries, the Fund received a significant boost from Canada, with lesser contributions from Hong Kong, Italy, Japan and Switzerland. The Fund’s largest contributor was Canada’s Research In Motion, Ltd., maker of the popular BlackBerry handheld messaging device. Fertilizer maker Potash Corp. of Saskatchewan, Inc. was another Canadian standout, along with U.K.-based mining company Rio Tinto PLC. Not owning benchmark components UBS AG, a Swiss bank hurt by the subprime mortgage crisis, and Japanese bank Mitsubishi UFJ Financial Group was beneficial as well. Conversely, our picks in Australia, along with our decision to carry an underweighted exposure to the Australian dollar, detracted from performan ce. For example, underweighting strong-performing mining company and benchmark component BHP Billiton, Ltd. was costly. In the case of Royal Bank of Scotland Group PLC, the stock fell due to the perception that the company overpaid for an acquisition. Two Japanese stocks — automaker Honda Motor Company Ltd. and semiconductor maker Sumco Corp., — further detracted, as did underweighting German electric utility E.ON AG.

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

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A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year  inception  1-year  5-year  10-year  inception 
A  6-12-06  –2.29%  —  —  10.83%  –2.29%  —  —  19.39% 
B  6-12-06  –2.74  —  —  11.22    –2.74  —  —  20.11 
C  6-12-06  1.04  —  —  13.30  1.04  —  —  24.01 
I1  6-12-06  3.27  —  —  14.67  3.27  —  —  26.61 
R11  6-12-06    2.73  —  —  13.96  2.73  —  —  25.25 
11  6-12-06  3.28  —  —  14.70  3.28  —  —  26.66 
NAV1  12-27-06  3.34  —  —  3.54  3.34  —  —  4.17 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I, Class R1, Class 1 and Class NAV shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 06-30-08. The net expenses are as follows: Class A — 1.66%, Class B — 2.39%, Class C — 2.39%, Class I — 1.19%, Class R1 — 1.94%, Class 1 — 1.15%, Class NAV — 1.10% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 2.28%, Class B — 10.94%, Class C — 6.71%, Class I  51; 17.20%, Class R1 — 20.78%, Class 1 — 2.00%, Class NAV — 2.75% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund’s performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Fund’s Class I, Class R1, Class 1 and Class NAV share prospectuses.

Annual report | International Growth Fund

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in International Growth Fund Class A shares for the period indicated. For comparison, we’ve shown the same investment in two separate indexes.

 

    Without  With maximum     
Class  Period beginning  sales charge  sales charge  Index 1  Index 2 
B  6-12-06  $12,411  $12,011  $12,273  $12,254 
C2  6-12-06  12,401  12,401  12,273  12,254 
I3  6-12-06  12,661  12,661  12,273  12,254 
R13  6-12-06  12,525  12,525  12,273  12,254 
13  6-12-06  12,666  12,666  12,273  12,254 
NAV3  12-27-06  10,417  10,417  10,256  10,485 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund’s Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

S&P/Citigroup Primary Market Index (PMI) Europe, Pacific, Asia Composite (EPAC) Growth Style Index — Index 1 — is an independently maintained and published index composed of stocks in the EPAC regions of the PMI that have a growth style. The PMI is the large-capitalization stock component of the S&P/Citigroup Broad Market Index (BMI) (which includes listed shares of companies from developed and emerging market countries with a total available market capitalization of at least the local equivalent of USD100 million), representing the top 80% of available capital of the BMI in each country.

MSCI EAFE (Europe, Australasia, Far East) Net Total Return Index — Index 2 — is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. As of June 2006, the MSCI EAFE Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and United Kingdom. Returns are calculated and presented net of withholding tax.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 No contingent deferred sales charge applicable.

3 For certain types of investors as described in the Fund’s Class I, Class R1, Class 1 and Class NAV share prospectuses.

International Growth Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $965.96  $7.48 
Class B  1,000.00  962.00  11.76 
Class C  1,000.00  961.59  11.71 
Class I  1,000.00  967.70  5.87 
Class R1  1,000.00  966.60  7.14 
Class 1  1,000.00  967.82  5.63 
Class NAV  1,000.00  968.22  5.38 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | International Growth Fund

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,017.26  $7.67 
Class B  1,000.00  1,012.88  12.06 
Class C  1,000.00  1,012.93  12.01 
Class I  1,000.00  1,018.90  6.02 
Class R1  1,000.00  1,017.60  7.32 
Class 1  1,000.00  1,019.14  5.77 
Class NAV  1,000.00  1,019.39  5.52 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund’s annualized expense ratio of 1.53%, 2.41%, 2.40%, 1.20%, 1.46%, 1.15% and 1.10% for Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year 366 (to reflect the one-half year period).

International Growth Fund | Annual report

10

Portfolio summary

Top 10 holdings1       
Nokia AB Oyj  4.6%  BHP Billiton PLC  2.1% 
Telelfonica SA  3.0%  Sanofi-Aventis SA  1.9% 
Rio Tinto PLC  2.6%  Potash Corp. of Saskatchewan, Inc.  1.7% 
Nestle SA  2.4%  Nintendo Company, Ltd.  1.7% 
Vodafone Group PLC  2.2%  Roche Holdings AG-Genusschein  1.7% 
 
Sector distribution1       
Consumer non-cyclical  23%  Financial  9% 
Industrial  14%  Energy  9% 
Communications  13%  Technology  4% 
Basic materials  13%    Utilities  3% 
Consumer cyclical  10%  Other  2% 

1 As a percentage of net assets on February 29, 2008.

Annual report | International Growth Fund

11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into three main categories: common stocks, preferred stocks and repurchase agreements. Common stocks and preferred stocks are further broken down by country. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer  Shares  Value 
 
Common stocks 97.49%    $39,956,295 
(Cost $39,670,231)     
 
Australia 6.67%    2,731,854 
AMP, Ltd.  7,540  55,665 
Australia and New Zealand Banking Group, Ltd.  3,551  71,657 
Australian Stock Exchange, Ltd.  3,499  134,528 
Babcock & Brown, Ltd.  2,148  33,648 
BHP Billiton, Ltd.  9,065  327,997 
Bluescope Steel, Ltd.  4,422  44,234 
Brambles, Ltd.  6,714  64,474 
CSL, Ltd.  8,823  295,918 
CSR, Ltd.  17,494  54,504 
Foster’s Group, Ltd.  16,592  81,747 
Incitec Pivot, Ltd.  381  51,748 
Leighton Holdings, Ltd.  923  38,693 
Macquarie Group, Ltd.  2,346  117,160 
Newcrest Mining, Ltd.  4,321  150,226 
NRMA Insurance Group, Ltd.  5,363  18,619 
QBE Insurance Group, Ltd.  3,164  65,443 
Rio Tinto, Ltd.  502  62,551 
St. George Bank, Ltd.  1,640  35,812 
Suncorp-Metway, Ltd.  2,771  35,547 
TABCORP Holdings, Ltd.  3,284  46,295 
Telstra Corp., Ltd.  16,165  72,668 
Toll Holdings, Ltd.  6,198  58,465 
Wesfarmers, Ltd.  1,845  63,924 
Westpac Banking Corp., Ltd.  5,868  125,509 
Woodside Petroleum, Ltd.  5,907  308,886 
Woolworths, Ltd.  6,913  184,626 
WorleyParsons, Ltd.  2,954  101,116 
Zinifex, Ltd.  3,001  30,194 
 
Austria 0.30%    121,222 
Immofinanz Immobilien Anlage AG  4,969  53,906 
OMV AG  528  38,150 
Voestalpine AG  464  29,166 

See notes to financial statements

International Growth Fund | Annual report

12

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

Issuer  Shares  Value 
 
Belgium 0.47%    $191,903 
Belgacom SA  843  40,373 
Colruyt SA  163  39,829 
Dexia  1,027  24,145 
Fortis Group SA  2,469  54,546 
Interbrew  250  22,595 
Umicore  205  10,415 
 
Bermuda 0.15%    60,890 
Frontline, Ltd.  1,335  60,890 
 
Canada 5.56%    2,278,385 
Canadian Imperial Bank of Commerce  800  54,287 
Canadian National Railway Company  1,500  79,324 
Canadian Natural Resources, Ltd.  1,300  97,422 
Canadian Pacific Railway, Ltd.  600  43,611 
EnCana Corp.  1,500  114,346 
Goldcorp, Inc.  1,100  47,487 
Husky Energy, Inc.  1,000  42,367 
IGM Financial, Inc.  900  39,182 
Penn West Energy Trust  1,500  42,337 
Potash Corp. of Saskatchewan, Inc.  4,400  699,530 
Research In Motion, Ltd. *  6,500  677,110 
Royal Bank of Canada  2,600  130,469 
Shoppers Drug Mart Corp.  1,100  56,227 
Suncor Energy, Inc.  1,500  154,686 
 
Denmark 2.66%    1,092,244 
A P Moller Maersk AS, Series A  10  103,218 
A P Moller Maersk AS  13  133,586 
Carlsberg AS, B Shares  375  46,608 
H. Lundbeck AS  2,600  62,087 
Novo Nordisk AS  6,864  469,555 
Rockwool International AS, B Shares  322  56,158 
Sydbank AS  1,344  48,690 
Vestas Wind Systems AS *  1,700  172,342 
 
Finland 6.84%    2,805,060 
Elisa Oyj, A Shares  701  21,366 
Fortum Corp. Oyj  3,221  134,485 
Kone Corp. Oyj  2,028  70,960 
Metra Oyj, B Shares  646  44,158 
Metso Oyj  1,069  55,618 
Neste Oil Oyj  1,290  45,136 
Nokia AB Oyj  52,237  1,876,749 
Nokian Renkaat Oyj  4,470  183,776 
Outotec Oyj  2,247  124,103 
Rautaruukki Oyj  3,269  142,530 
YIT Oyj  4,274  106,179 

See notes to financial statements

Annual report | International Growth Fund

13

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

Issuer  Shares  Value 
 
France 7.37%    $3,019,943 
Alstom  849  178,425 
BNP Paribas SA  529  47,293 
Bouygues SA  1,111  75,881 
Carrefour SA  902  63,434 
Credit Agricole SA  3,060  83,002 
Dassault Systemes SA  740  40,350 
Electricite de France  1,328  123,862 
Essilor International SA  1,210  71,847 
Groupe DANONE  2,598  203,512 
Hermes International SA  1,008  117,970 
L’Oreal SA  1,539  182,636 
LVMH Moet Hennessy SA  470  48,289 
Neopost SA  406  42,142 
PSA Peugeot Citroen SA  555  42,191 
Sanofi-Aventis SA  10,528  778,152 
Societe Generale NV – New Shares *  90  9,890 
Societe Generale  361  38,627 
Total SA  9,193  692,270 
Veolia Environnement SA  1,504  133,816 
Wendel, ADR  411  46,354 
 
Germany 7.45%    3,053,432 
Adidas-Salomon AG  1,802  114,348 
Allianz AG  329  56,960 
BASF AG  2,486  316,317 
Bayer AG  499  38,425 
Bilfinger Berger AG  738  58,658 
Deutsche Bank AG  1,528  170,645 
Deutsche Boerse AG  1,803  285,785 
E.ON AG  956  179,673 
K&S AG  412  119,881 
MAN AG  757  99,644 
Muenchener Rueckversicherungs – Gesellschaft AG  939  165,487 
Premiere AG *  489  10,442 
Puma AG  115  41,018 
Q-Cells AG *  932  74,883 
Salzgitter AG  1,082  190,926 
SAP AG  8,244  394,438 
SGL Carbon AG *  819  45,837 
Siemens AG  4,252  547,488 
Solarworld AG  1,515  68,704 
Volkswagen AG  325  73,873 
 
Greece 0.33%    135,398 
Bank of Piraeus SA  935  27,830 
Coca Cola Hellenic Bottling Company SA  991  43,372 

See notes to financial statements

International Growth Fund | Annual report

14

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

Issuer  Shares  Value 
 
Greece (continued)     
Greek Organization of Football Prognostics  1,182  $38,668 
Hellenic Telecommunications Organization SA  919  25,528 
 
Hong Kong 1.50%    616,273 
BOC Hong Kong Holdings, Ltd.  10,000  24,531 
CLP Holdings, Ltd.  7,000  54,720 
Esprit Holdings, Ltd.  11,600  144,759 
Hang Seng Bank, Ltd.  3,500  66,337 
Hong Kong & China Gas Company, Ltd.  35,000  101,035 
Hong Kong Electric Holdings, Ltd.  17,000  95,625 
Hong Kong Exchange & Clearing, Ltd.  4,500  85,543 
Li & Fung, Ltd.  12,000  43,723 
 
Ireland 0.69%    282,434 
Allied Irish Banks PLC  2,426  49,110 
Anglo Irish Bank Corp. PLC  6,507  92,157 
Bank of Ireland  5,055  71,110 
CRH PLC  1,885  70,057 
 
Italy 0.83%    339,084 
A2A SpA  2,952  11,942 
Eni SpA  7,860  271,415 
Saipem SpA  1,364  55,727 
 
Japan 16.74%    6,859,521 
Astellas Pharmaceuticals, Inc.  2,500  109,264 
Canon, Inc.  8,800  394,462 
Central Japan Railway Company, Ltd.  5  47,613 
Daikin Industries, Ltd.  2,600  116,993 
Denso Corp.  1,700  63,464 
East Japan Railway Company  6  48,158 
Eisai Company, Ltd.  1,600  57,703 
Fanuc, Ltd.  1,200  111,875 
Fast Retailing Company, Ltd.  600  44,323 
Honda Motor Company, Ltd.  7,700  235,045 
Hoya Corp.  5,400  137,014 
Ibiden Company, Ltd.  1,600  76,401 
Isuzu Motors, Ltd.  9,000  40,984 
Japan Tobacco, Inc.  12  60,617 
JFE Holdings, Inc.  1,700  75,748 
Kao Corp.  3,000  92,363 
Kawasaki Kisen Kaisha, Ltd.  13,000  131,872 
Keyence Corp.  600  139,999 
Komatsu, Ltd.  12,300  312,475 
Konica Minolta Holdings, Inc.  3,500  49,585 
Marubeni Corp.  8,000  60,569 
Matsushita Electric Industrial Company, Ltd.  3,000  63,184 
Mitsubishi Corp.  7,700  234,931 

See notes to financial statements

Annual report | International Growth Fund

15

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

Issuer  Shares  Value 
 
Japan (continued)     
Mitsubishi Estate Company, Ltd.  3,000  $73,112 
Mitsubishi Gas & Chemicals Company, Inc.  4,000  29,663 
Mitsui & Company, Ltd.  7,000  152,232 
Mitsui Fudosan Company, Ltd.  2,000  40,608 
Mitsui O.S.K. Lines, Ltd.  17,000  220,794 
Mitsui Trust Holdings, Inc.  11,000  75,828 
Mizuho Financial Group, Inc.  13  53,756 
Murata Manufacturing Company, Ltd.  800  43,406 
NGK INSULATORS, LTD.  2,000  45,416 
Nikon Corp.  4,000  112,040 
Nintendo Company, Ltd.  1,400  697,053 
Nippon Mining Holdings, Inc.  7,000  41,460 
Nippon Oil Corp.  14,000  95,504 
Nippon Steel Corp.  17,000  89,440 
Nippon Yusen Kabushiki Kaisha  21,000  194,049 
NTT DoCoMo, Inc.  38  55,673 
Olympus Optical Company, Ltd.  2,000  58,563 
Osaka Gas Company, Ltd.  3,000  12,037 
Resona Holdings, Inc.  39  63,083 
Rohm Company, Ltd.  500  36,468 
SBI Holdings, Inc.  56  13,715 
Secom Company, Ltd.  800  40,343 
SEGA SAMMY HOLDINGS, INC.  3,000  33,099 
Seven & I Holdings Company, Ltd.  8,600  213,841 
Shimamura Company, Ltd.  500  36,255 
Shin-Etsu Chemical Company, Ltd.  5,200  280,625 
Shiseido Company, Ltd.  2,000  45,578 
Sony Corp.  1,900  89,762 
Sumco Corp.  2,900  64,130 
Sumitomo Metal Industries, Ltd.  16,000  67,777 
Sumitomo Mitsui Financial Group, Inc.  8  57,784 
Takeda Pharmaceutical Company, Ltd.  7,700  429,652 
TDK Corp.  1,000  71,083 
Terumo Corp.  2,300  124,884 
The Japan Steel Works, Ltd.  4,000  65,003 
Tokyo Electron, Ltd.  900  55,784 
Toyota Tsusho Corp.  1,000  25,386 
Trend Micro, Inc.  1,500  51,676 
Yahoo Japan Corp.  330  146,719 
Yamada Denki Company, Ltd.  590  51,598 
 
Netherlands 2.56%    1,047,677 
DSM NV  377  16,591 
Fugro NV – CVA  1,192  89,928 
Heineken NV  4,795  270,440 

See notes to financial statements

International Growth Fund | Annual report

16

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

Issuer  Shares  Value 
 
Netherlands (continued)     
Koninklijke (Royal) KPN NV  7,307  $137,942 
Koninklijke Boskalis Westinster NV  874  48,257 
Reed Elsevier NV  3,920  72,826 
TNT Post Group NV  1,112  43,793 
TomTom NV *  1,079  50,565 
Unilever NV  9,059  280,116 
Wolters Kluwer NV  1,439  37,219 
  
Norway 0.69%    284,412 
Renewable Energy Corp ASA *  2,403  58,772 
Statoil ASA  6,350  193,493 
Tandberg ASA  2,200  32,147 
 
Portugal 0.13%    53,365 
Portugal Telecom, SGPS, SA  4,181  53,365 
 
Singapore 1.48%    608,271 
Capitaland, Ltd. *  7,000  30,926 
Cosco Corp. Singapore, Ltd.  7,000  19,859 
Keppel Corp., Ltd.  5,000  37,676 
Keppel Land, Ltd.  12,000  49,857 
SembCorp Industries, Ltd.  20,000  67,247 
SembCorp Marine, Ltd.  44,000  112,684 
Singapore Airlines, Ltd.  1,800  19,525 
Singapore Press Holdings, Ltd.  13,000  40,509 
Singapore Telecommunications, Ltd.  85,000  229,988 
 
Spain 3.97%    1,628,782 
Abertis Infraestructuras SA  805  25,404 
ACS Actividades SA  1,040  53,117 
Bolsas y Mercados Espanoles  791  39,564 
Gas Natural SDG SA  2,160  130,882 
Industria de Diseno Textil SA  2,341  120,687 
Repsol YPF SA  1,048  36,152 
Telefonica SA  42,264  1,222,976 
 
Sweden 1.99%    816,961 
Alfa Laval AB  1,075  57,726 
Hennes & Mauritz AB, B shares  4,185  234,729 
Investor AB, B shares  1,200  25,383 
Sandvik AB *  11,100  187,168 
Scania AB, Series B *  2,300  55,488 
SSAB Svenskt Stal AB, Series A  2,300  64,400 
Tele2 AB, Series B  900  15,819 
Volvo AB, Series A *  6,200  91,625 
Volvo AB, Series B *  5,700  84,623 

See notes to financial statements

Annual report | International Growth Fund

17

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

Issuer  Shares  Value 
 
Switzerland 8.99%    $3,684,206 
ABB, Ltd.  19,430  484,085 
Actelion, Ltd. *  1,416  73,811 
Compagnie Financiere Richemont AG, Series A *  2,871  166,198 
Geberit AG, ADR  329  48,403 
Nestle SA  2,051  978,918 
Nobel Biocare Holding AG, Series BR  215  51,996 
Novartis AG  13,487  666,161 
Phonak Holding AG  294  27,861 
Roche Holdings AG - Genusschein  3,550  696,185 
Societe Generale de Surveillance Holdings AG  34  45,666 
Swatch Group AG, BR shares  333  97,744 
Swisscom AG  127  48,303 
Syngenta AG *  164  47,151 
Synthes AG  414  58,019 
UBS AG  1,357  44,277 
Zurich Financial Services AG  478  149,428 
 
United Kingdom 20.12%    8,244,978 
3i Group PLC  11,844  191,420 
Antofagasta PLC  7,289  116,174 
AstraZeneca Group PLC  9,117  340,769 
Aviva PLC  4,149  50,010 
Barclays PLC  11,957  112,065 
BG Group PLC  29,189  688,014 
BHP Billiton PLC  26,428  845,435 
British American Tobacco PLC  6,040  226,480 
British Sky Broadcasting Group PLC  4,325  48,529 
BT Group PLC  8,155  36,700 
Burberry Group PLC  4,055  33,673 
Capita Group PLC *  3,133  40,595 
Centrica PLC  8,793  56,141 
Diageo PLC  13,188  269,495 
EMAP PLC  2,230  40,711 
Enterprise Inns PLC  8,229  67,561 
GlaxoSmithKline PLC  29,223  637,897 
HBOS PLC  4,270  50,740 
Imperial Tobacco Group PLC  4,629  214,287 
Kazakhmys PLC  1,688  51,418 
Marks & Spencer Group PLC  8,669  68,718 
Michael Page International PLC  6,669  36,903 
National Grid PLC  4,027  58,391 
Next Group PLC  2,458  62,339 
Old Mutual PLC  10,248  25,313 
Reckitt Benckiser PLC  5,424  292,577 
Reed Elsevier PLC *  7,769  97,780 
Reuters Group PLC  12,675  149,692 

See notes to financial statements

International Growth Fund | Annual report

18

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

Issuer  Shares  Value 
 
United Kingdom (continued)     
Rio Tinto PLC  9,515  $1,070,508 
Royal Bank of Scotland Group PLC  22,363  169,076 
Royal Dutch Shell PLC, A Shares, GBP  7,372  263,596 
Royal Dutch Shell PLC, B Shares, GBP  1,022  35,854 
SABMiller PLC  5,893  122,431 
Scottish & Southern Energy PLC  3,084  90,178 
Smith & Nephew PLC  11,398  148,096 
Tesco PLC  8,035  63,496 
Travis Perkins PLC  2,014  43,054 
Tullow Oil PLC  5,468  67,783 
Unilever PLC  4,455  140,360 
Vedanta Resources PLC  3,030  130,354 
Vodafone Group PLC  277,364  892,963 
William Hill PLC  5,045  37,523 
William Morrison Supermarket PLC  3,973  23,290 
Wolseley PLC  2,990  36,589 
 
Preferred stocks 0.55%    $225,456 
(Cost $174,466)     
 
Germany 0.55%    225,456 
Porsche Automobile Holding SE  92  157,687 
Volkswagen AG  487  67,769 
   
  Principal   
Issuer, description, maturity date  amount  Value 
 
Repurchase agreements 1.53%    $628,000 
(Cost $628,000)     
Repurchase Agreement with State Street Corp. dated 2-29-08     
at 2.35% to be repurchased at $628,123 on 3-3-08,     
collateralized by $650,000 Federal National Mortgage Association,     
5.57%, due 7-14-28 (valued at $642,688, including interest)  $628,000  628,000 
 
Total investments (Cost $40,472,697)† 99.57%    $40,809,751 
 
Other assets in excess of liabilities 0.43%    $177,225 
 
Total net assets 100.00%    $40,986,976 
 

Percentages are stated as a percent of net assets.

The portfolio had the following five top industry concentrations as of February 29, 2008 (as a percentage of total net assets):

Telecommunications equipment & services  11.41% 
Pharmaceuticals  7.95% 
Mining  6.53% 
International oil  4.27% 
Drugs & health care  4.01% 

ADR American Depositary Receipt

* Non-income producing.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $40,796,688. Net unrealized appreciation aggregated $13,063, of which $2,879,295 related to appreciated investment securities and $2,866,232 related to depreciated investment securities.

See notes to financial statements

Annual report | International Growth Fund

19

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments in unaffiliated issuers, at value (cost $39,844,697)  $40,181,751 
Repurchase agreement, at value (cost $628,000) (Note 2)  628,000 
Total investments, at value (cost $40,472,697)  40,809,751 
Cash  675 
Foreign currency, at value (cost $184,313)  187,938 
Cash collateral at broker for futures contracts  700,000 
Receivable for forward foreign currency exchange contracts (Note 2)  348,228 
Receivable for fund shares sold  16,705 
Dividends and interest receivable (net of tax)  90,598 
Receivable due from adviser  18,795 
Other assets  152 
 
Total assets  42,172,842 
 
Liabilities   
Payable for investments purchased  6,494 
Payable for forward foreign currency exchange contracts (Note 2)  209,487 
Payable for fund shares repurchased  871,645 
Payable for futures variation margin  9,682 
Payable to affiliates   
Fund administration fees  687 
Transfer agent fees  5,356 
Distribution and service fees  200 
Trustees’ fees  120 
Other payables and accrued expenses  82,195 
 
Total liabilities  1,185,866 
 
Net assets   
Capital paid-in  $41,320,420 
Undistributed net investment income  312,354 
Accumulated undistributed net realized gain (loss) on investments,   
futures contracts and foreign currency transactions  (889,199) 
Net unrealized appreciation (depreciation) on investments, futures   
contracts and translation of assets and liabilities in foreign currencies  243,401 
 
Net assets  $40,986,976 

See notes to financial statements

International Growth Fund | Annual report

20

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

Statement of assets and liabilities (continued)

Net asset value per share   
The Funds have an unlimited number of shares authorized with no par   
value. Net asset value is calculated by dividing the net assets of each class   
of shares by the number of outstanding shares in the class.   
 
Class A   
Net assets  $26,320,300 
Shares outstanding  1,151,456 
Net asset value and redemption price per share  $22.86 
 
Class B1   
Net assets  $1,185,119 
Shares outstanding  51,958 
Net asset value and offering price per share  $22.81 
 
Class C1   
Net assets  $2,359,751 
Shares outstanding  103,527 
Net asset value and offering price per share  $22.79 
 
Class I   
Net assets  $593,338 
Shares outstanding  25,911 
Net asset value, offering price and redemption price per share  $22.90 
 
Class R1   
Net assets  $136,725 
Shares outstanding  5,995 
Net asset value, offering price and redemption price per share  $22.81 
 
Class 1   
Net assets  $2,815,968 
Shares outstanding  123,028 
Net asset value, offering price and redemption price per share  $22.89 
 
Class NAV   
Net assets  $7,575,775 
Shares outstanding  331,666 
Net asset value, offering price and redemption price per share  $22.84 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)2  $24.06 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Annual report | International Growth Fund

21

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

Statement of operations For the year ended 2-29-08

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  $933,118 
Interest  64,554 
Less foreign taxes withheld  (78,054) 
 
Total investment income  919,618 
 
Expenses   
Investment management fees (Note 3)  332,899 
Distribution and service fees (Note 3)  106,660 
Transfer agent fees (Note 3)  26,645 
Fund administration fees (Note 3)  14,164 
Blue sky fees (Note 3)  78,839 
Audit and legal fees  72,646 
Printing and postage fees (Note 3)  7,661 
Custodian fees  180,687 
Trustees’ fees (Note 3)  2,279 
Registration and filing fees  28,912 
Miscellaneous  815 
 
Total expenses  852,207 
Less expense reductions (Note 3)  (297,427) 
 
Net expenses  554,780 
 
Net investment income  364,838 
 
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in unaffiliated issuers  1,521,735 
Futures contracts  11,550 
Foreign currency transactions  245,539 
   1,778,824 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (2,373,515) 
Futures contracts  (215,598) 
Translation of assets and liabilities in foreign currencies  135,985 
  (2,453,128) 
Net realized and unrealized gain (loss)  (674,304) 
 
Increase (decrease) in net assets from operations  ($309,466) 

See notes to financial statements

International Growth Fund | Annual report

22

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

Statement 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.

  Period  Year 
  ended  ended 
  2-28-071  2-29-08 
 
Increase (decrease) in net assets     
From operations     
Net investment income (loss)  ($12,185)  $364,838 
Net realized gain (loss)  803,556  1,778,824 
Change in net unrealized appreciation (depreciation)  2,696,529  (2,453,128) 
 
Increase (decrease) in net assets resulting from operations  3,487,900  (309,466) 
 
Distributions to shareholders     
From net investment income     
Class A  (70,554)  (202,592) 
Class B  (221)  — 
Class C  (267)  — 
Class I  (805)  (5,357) 
Class R1  (455)  (830) 
Class 1  (786)  (26,034) 
Class NAV  —  (90,102) 
From net realized gain     
Class A  (308,669)  (1,859,952) 
Class B  (5,885)  (90,466) 
Class C  (7,134)  (159,205) 
Class I  (2,205)  (32,275) 
Class R1  (1,991)  (9,214) 
Class 1  (2,075)  (149,968) 
Class NAV  —  (497,276) 
 
Total distributions  (401,047)  (3,123,271) 
 
From Fund share transactions (Note 6)  20,460,257  20,872,603 
 
Total increase (decrease)  23,547,110  17,439,866 
 
Net assets     
Beginning of year  —  23,547,110 
 
End of year  $23,547,110  $40,986,976 
 
Undistributed net investment income (loss)  ($28,697)  $312,354 

1 Period from 6-12-06 (commencement of operations) to 2-28-07.

See notes to financial statements

Annual report | International Growth Fund

23

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

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.

CLASS A SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.94 
Net investment income (loss)2  (0.01)  0.26 
Net realized and unrealized     
gain (loss) on investments  4.44  0.53 
Total from investment operations  4.43  0.79 
Less distributions     
From net investment income  (0.09)  (0.18) 
From net realized gain  (0.40)  (1.69) 
  (0.49)  (1.87) 
Net asset value, end of period  $23.94  $22.86 
Total return3,4 (%)  22.185  2.85 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $20  $26 
Ratios (as a percentage of average net assets):     
Expenses before reductions  2.286  2.21 
Expenses net of fee waivers, if any  1.666  1.56 
Expenses net of all fee waivers and credits  1.666  1.56 
Net investment income (loss)  (0.06)6  1.02 
Portfolio turnover (%)  415  97 

1 Class A shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

International Growth Fund | Annual report

24

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

Financial highlights

CLASS B SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.91 
Net investment income (loss)2  (0.16)  (0.01) 
Net realized and unrealized     
gain (loss) on investments  4.48  0.60 
Total from investment operations  4.32  0.59 
Less distributions     
From net investment income  (0.01)  — 
From net realized gain  (0.40)  (1.69) 
  (0.41)  (1.69) 
Net asset value, end of period  $23.91  $22.81 
Total return3,4 (%)  21.645  2.03 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $1 
Ratios (as a percentage of average net assets):     
Expenses before reductions  10.946  4.62 
Expenses net of fee waivers, if any  2.396  2.41 
Expenses net of all fee waivers and credits  2.396  2.40 
Net investment income (loss)  (0.94)6  (0.03) 
Portfolio turnover (%)  415  97 

1 Class B shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

Annual report | International Growth Fund

25

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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.90 
Net investment income (loss)2  (0.16)  0.05 
Net realized and unrealized     
gain (loss) on investments  4.47  0.53 
Total from investment operations  4.31  0.58 
Less distributions     
From net investment income  (0.01)  — 
From net realized gain  (0.40)  (1.69) 
  (0.41)  (1.69) 
Net asset value, end of period  $23.90  $22.79 
Total return3,4 (%)  21.595  1.99 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $2  $2 
Ratios (as a percentage of average net assets):     
Expenses before reductions  6.716  3.73 
Expenses net of fee waivers, if any  2.396  2.40 
Expenses net of all fee waivers and credits  2.396  2.40 
Net investment income (loss)  (0.98)6  0.21 
Portfolio turnover (%)  415  97 

1 Class C shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

International Growth Fund | Annual report

26

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.97 
Net investment income (loss)2  0.07  0.36 
Net realized and unrealized     
gain (loss) on investments  4.45  0.54 
Total from investment operations  4.52  0.90 
Less distributions     
From net investment income  (0.15)  (0.28) 
From net realized gain  (0.40)  (1.69) 
  (0.55)  (1.97) 
Net asset value, end of period  $23.97  $22.90 
Total return3,4 (%)  22.605  3.27 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 6  $1 
Ratios (as a percentage of average net assets):     
Expenses before reductions  17.207  5.07 
Expenses net of fee waivers, if any  1.197  1.20 
Expenses net of all fee waivers and credits  1.197  1.20 
Net investment income (loss)  0.427  1.43 
Portfolio turnover (%)  415  97 

1 Class I shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

Annual report | International Growth Fund

27

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

Financial highlights

CLASS R1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.89 
Net investment income (loss)2  (0.05)  0.25 
Net realized and unrealized     
gain (loss) on investments  4.43  0.51 
Total from investment operations  4.38  0.76 
Less distributions     
From net investment income  (0.09)  (0.15) 
From net realized gain  (0.40)  (1.69) 
  (0.49)  (1.84) 
Net asset value, end of period  $23.89  $22.81 
Total return3,4 (%)  21.925  2.73 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  —6  —6 
Ratios (as a percentage of average net assets):     
Expenses before reductions  20.787  14.42 
Expenses net of fee waivers, if any  1.947  1.70 
Expenses net of all fee waivers and credits  1.947  1.70 
Net investment income (loss)  (0.32)7  1.00 
Portfolio turnover (%)  415  97 

1 Class R1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Less than $500,000.

7 Annualized.

See notes to financial statements

International Growth Fund | Annual report

28

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

Financial highlights

CLASS 1 SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $20.00  $23.97 
Net investment income (loss)2  0.07  0.29 
Net realized and unrealized     
gain (loss) on investments  4.45  0.61 
Total from investment operations  4.52  0.90 
Less distributions     
From net investment income  (0.15)  (0.29) 
From net realized gain  (0.40)  (1.69) 
  (0.55)  (1.98) 
Net asset value, end of period  $23.97  $22.89 
Total return3,4 (%)  22.635  3.28 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $3 
Ratios (as a percentage of average net assets):     
Expenses before reductions  2.006  1.83 
Expenses net of fee waivers, if any  1.156  1.15 
Expenses net of all fee waivers and credits  1.156  1.15 
Net investment income (loss)  0.416  1.14 
Portfolio turnover (%)  415  97 

1 Class 1 shares began operations on 6-12-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

Annual report | International Growth Fund

29

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

Financial highlights

CLASS NAV SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $23.73  $23.92 
Net investment income (loss)2  0.01  0.33 
Net realized and unrealized     
gain (loss) on investments  0.18  0.59 
Total from investment operations  0.19  0.92 
Less distributions     
From net investment income  —  (0.31) 
From net realized gain  —  (1.69) 
  —  (2.00) 
Net asset value, end of period  $23.92  $22.84 
Total return3,4 (%)  0.805  3.34 
 
Ratios and supplemental data     
Net assets, end of period (in millions)  $1  $8 
Ratios (as a percentage of average net assets):     
Expenses before reductions  2.756  1.77 
Expenses net of fee waivers, if any  1.136  1.10 
Expenses net of all fee waivers and credits  1.136  1.10 
Net investment income (loss)  0.146  1.33 
Portfolio turnover (%)  415  97 

1 Class NAV shares began operations on 12-27-06.

2 Based on the average of the shares outstanding.

3 Total returns would have been lower had certain expenses not been reduced during the periods shown.

4 Assumes dividend reinvestment.

5 Not annualized.

6 Annualized.

See notes to financial statements

International Growth Fund | Annual report

30

Notes to financial statements

1. Organization

John Hancock International Growth Fund (the Fund) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek high total return.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. Class 1 shares are sold only to certain exempt separate accounts of John Hancock USA and John Hancock New York. Class NAV shares are sold to affiliated funds of funds, which are funds of funds within the John Hancock funds complex. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differe ntly to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other subsidiaries of John Hancock USA owned 4,561 shares of beneficial interest of Class NAV on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost,

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31

and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing signifi-cant amounts of assets in frequently traded, U.S. exchange-listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Funds will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncements

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring

International Growth Fund | Annual report

32

fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

In March 2008, FASB No. 161 (FAS 161),  Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (FAS 133), was issued and is effective for fiscal years beginning after November 15, 2008. FAS 161 amends and expands the disclosure requirements of FAS 133 in order to provide financial statement users an understanding of a company’s use of derivative instruments, how derivative instruments are accounted for under FAS 133 and related interpretations and how these instruments affect a company’s financial position, performance, and cash flows. FAS 161 requires companies to disclose information detailing the objectives and strategies for using derivative instruments, the level of derivative activity entered into by the company, and any credit risk-related contingent features of the agreements. Management is currently evaluating the adoption of FAS 1 61 on the Fund’s financial statement disclosures.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefi t of the Fund and the counterparty.

Foreign currency transactions

The books and records of the Fund are maintained in U.S. Dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized appreciation.

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33

The Fund may invest in securities of issuers based in countries with emerging markets or economies and may, therefore, be subject to greater market risk than Funds that invest principally in securities of issuers in more developed countries. Emerging markets securities may be more volatile and less liquid than securities of issuers in developed countries and may be subject to substantial currency fluctuations and affected by sudden economic, social and political developments in the emerging market country. The securities markets of emerging countries may have less government regulation and may be subject to less extensive accounting and financial reporting requirements than the securities markets of more developed countries. Emerging market countries may have currency controls or restrictions which may prevent or delay the Fund from taking money out of the country or may impose additional taxes on money removed from the country.

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. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Futures

The Fund may purchase and sell financial futures contracts and options on those contracts. The Fund invests in contracts based on financial instruments, such as U.S. Treasury Bonds or Notes, or on securities indices such as the Standard & Poor’s 500 Index, in order to hedge against a decline in the value of securities owned by the Fund.

Initial margin deposits required upon entering into futures contracts are satisfied by the delivery of specific securities or cash as collateral to the broker (the Fund’s agent in acquiring the futures position). If the position is closed out by taking an opposite position prior to the settlement date of the futures contract, a final determination of variation margin is made, cash is required to be paid to or released by the broker and the Fund realizes a gain or loss.

When the Fund sells a futures contract based on a financial instrument, the Fund becomes obligated to deliver that kind of instrument at an agreed upon date for a specified price. The Fund realizes a gain or loss depending on whether the price of an offsetting purchase is less or more than the price of the initial sale

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or on whether the price of an offsetting sale is more or less than the price of the initial purchase. The Fund could be exposed to risks if it could not close out futures positions because of an illiquid secondary market or the inability of counterparties to meet the terms of their contracts. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade.

The following is a summary of open futures contracts at February 29, 2008:   
          UNREALIZED 
  NUMBER OF    EXPIRATION  NOTIONAL  APPRECIATION 
OPEN CONTRACTS  CONTRACTS  POSITION  DATE    VALUE  (DEPRECIATION) 
DAX Index Futures  6  Long  Mar 2008  $1,012,275  ($270,501) 
Hang Seng Index Futures  3  Long  Mar 2008  3,631,500  12,998 
MSCI Singapore Stock           
Index Futures  8  Long  Mar 2008  596,000  (12,099) 
S&P MIB Index Futures  1  Short  Mar 2008  168,335  38,729 
S&P TSE 60 Index Futures  7  Short  Mar 2008  1,114,540  (8,109) 
          ($238,982) 

Forward foreign currency contracts

The Fund may purchase and sell forward foreign currency contracts in order to hedge a specific transaction or Fund position. Forward foreign currency contracts are valued at forward foreign currency exchange rates and marked to market daily. Net realized gains (losses) on foreign currency and forward foreign currency contracts shown in the Statements of Operations include net gains or losses realized by the Fund on contracts that have matured.

The net U.S. dollar value of foreign currency underlying all contractual commitments held at the end of the period, the resulting net unrealized appreciation (depreciation) and related net receivable or payable amount  are determined using forward foreign currency exchange rates supplied by a quotation service. The Fund could be exposed to risks in excess of amounts recognized on the Statements of Assets and Liabilities if the counterparties to the contracts are unable to meet the terms of their contracts or if the value of the forward foreign currency contract changes unfavorably.

At February 29, 2008, the Fund entered into forward foreign currency contracts, which contractually obligate the Fund to deliver currencies at future dates.

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Open forward foreign currency contracts as of February 29, 2008, were as follows:

      UNREALIZED 
  PRINCIPAL AMOUNT  SETTLEMENT  APPRECIATION 
CURRENCY  COVERED BY CONTRACT  DATE  (DEPRECIATION) 
Buys       
Canadian Dollar  61,000  5/23/08  $1,889 
Danish Kroner  915,000  5/23/08  6,601 
Euro  173,996  5/23/08  7,714 
Euro  190,000  5/23/08  12,630 
Japanese Yen  132,796,882  5/23/08  40,295 
Japanese Yen  124,274,882  5/23/08  41,434 
Japanese Yen  128,040,787  5/23/08  43,659 
Japanese Yen  22,218,000  5/23/08  5,413 
New Zealand Dollar  715,439  5/23/08  (1,086) 
Norwegian Krone  2,758,000  5/23/08  27,092 
Pound Sterling  181,000  5/23/08  4,432 
Pound Sterling  41,000  5/23/08  1,584 
Singapore Dollar  394,000  5/23/08  3,042 
Swedish Krona  6,111,394  5/23/08  23,469 
Swiss Franc  1,432,220  5/23/08  63,427 
Swiss Franc  1,432,220  5/23/08  65,379 
      $346,974 
Sells       
Australian Dollar  1,165,769  5/23/08  ($12,469) 
Australian Dollar  1,163,289  5/23/08  (14,949) 
Danish Kroner  1,151,716  5/23/08  (35,269) 
Euro  175,716  5/23/08  136 
Hong Kong Dollar  400,226  5/23/08  (831) 
Japanese Yen  140,634  5/23/08  (388) 
Norwegian Krone  796,419  5/23/08  (20,591) 
Pound Sterling  1,229,794  5/23/08  (23,405) 
Pound Sterling  81,011  5/23/08  32 
Pound Sterling  1,230,146  5/23/08  (23,053) 
Swiss Franc  569,270  5/23/08  (33,047) 
Swiss Franc  200,754  5/23/08  (11,546) 
Swiss Franc  571,384  5/23/08  (32,853) 
      ($208,233) 

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $590,219 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 28, 2007, the tax character of distributions paid was as follows: ordinary income $401,047. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $2,246,678 and long-term capital gain $876,593. Distributions paid by the Fund with

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respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $502,563 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to foreign currency transactions and investments in passive foreign investment companies.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.92% of the first $100,000,000 of the Fund’s aggregate daily net assets; (b) 0.895% of the next $900,000,000 of the Fund’s aggregate daily net assets; and (c) 0.880% of the Fund’s aggregate daily net assets in excess of $1,000,000,000. Aggregate net assets include the net assets of the Fund and International Growth Trust, a series of John Hancock Trust and International Growth Fund, a series of John Hancock Funds II. The Adviser has a subadvisory agreement with Grantham, Mayo, Van Otterloo & Co. LLC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.92% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.20% of the Fund’s average annual net assets which are allocated pro rata to all share classes. Furthermore, the Adviser has voluntarily agreed to reimburse or limit these Fund level expenses to 0.18% for the year ended February 29, 2008. The agreements exclude taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.70% for Class A shares, 2.40% for Class B, 2.40% for Class C, 1.20% for Class I, 1.70% for Class R1, 1.15% for Class 1 and 1.10% for Class NAV. Accordingly, the expense reductions or reimbursements related to this agreement were $162,190, $21,310, $26,395, $20,979, $16,604, $11,173 and $38,174 for Class A, Class B, Class C, Class I, Class R1, Class 1 and Class NAV, respectively for the year ended February 29, 2008. The expense

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reimbursements and limits will continue in effect until June 30, 2008 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeep-ing services of the Fund, including the preparation of all tax returns, annual, semi-annual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $14,164 with an annual effective rate of 0.04% of the Fund’s average daily net assets.

Distribution and shareholder service fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C, Class R1 and Class 1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00%, 0.50% and 0.05% of average daily net asset value of Class A, Class B, Class C, Class R1 and Class 1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. There were no Service Plan fees incurred for the year ended February 29, 2008.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $52,089 with regard to sales of Class A shares. Of this amount, $9,397 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $42,678 was paid as sales commissions to unrelated broker-dealers; and $14 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $298 for Class B shares and $1,625 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00

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for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.30% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008. In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $334.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $268 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:   
 
  Distribution and  Transfer    Printing and 
Share class  service fees  agent fees  Blue sky fees  postage fees 
Class A  $75,588  $19,267  $15,390  $6,017 
Class B  9,639  2,958  14,807  164 
Class C  19,947  3,737  15,120  863 
Class I  —  281  17,698  331 
Class R1  666  402  15,824  3 
Class 1  820  —  —  283 
Class NAV  —  —  —  — 
Total  $106,660  $26,645  $78,839  $7,661 

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50%. In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the period ended February 28, 2007, and the year ended February 29, 2008, were as follows:

  Period ended 2-28-07  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares1         
Sold  813,928  $16,553,865  414,385  $10,585,758 
Distributions reinvested  15,834  374,467  80,686  1,966,314 
Repurchased  (1,140)  (26,802)  (172,237)  (4,088,612) 
Net increase (decrease)  828,622  $16,901,530  322,834  $8,463,460 
   
Class B shares1         
Sold  23,398  $520,275  49,493  $1,301,454 
Distributions reinvested  247  5,833  3,261  79,442 
Repurchased  (2,408)  (52,838)  (22,033)  (551,497) 
Net increase (decrease)  21,237  $473,270  30,721  $829,399 
 
Class C shares1         
Sold  70,102  $1,611,040  55,553  $1,402,156 
Distributions reinvested  313  7,402  4,414  107,446 
Repurchased  (5,000)  (118,700)  (21,855)  (509,068) 
Net increase (decrease)  65,415  $1,499,742  38,112  $1,000,534 
  
Class I shares1         
Sold  8,739  $188,288  148,817  $3,828,656 
Distributions reinvested  127  3,010  1,455  35,510 
Repurchased  —  —  (133,227)  (3,446,247) 
Net increase (decrease)  8,866  $191,298  17,045  $417,919 
  
Class R1 shares1         
Sold  5,000  $100,000  482  $12,483 
Distributions reinvested  104  2,445  413  10,043 
Repurchased  —  —  (4)  (89) 
Net increase (decrease)  5,104  $102,445  891  $22,437 
  
Class 1 shares1         
Sold  23,720  $544,869  124,068  $3,141,773 
Distributions reinvested  121  2,861  7,219  176,002 
Repurchased  (785)  (18,107)  (31,315)  (790,808) 
Net increase (decrease)  23,056  $529,623  99,972  $2,526,967 
  
Class NAV shares2         
Sold  31,844  $770,789  299,764  $7,594,950 
Distributions reinvested  —  —  24,142  587,378 
Repurchased  (362)  (8,440)  (23,722)  (570,441) 
Net increase (decrease)  31,482  $762,349  300,184  $7,611,887 
  
Net increase (decrease)  983,782  $20,460,257  809,759  $20,872,603 

1Period from 6-12-06 (commencement of operations) to 2-28-07.

2Period from 12-27-06 (commencement of operation) to 2-28-07.

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $51,627,814 and $32,771,239, respectively.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock International Growth Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock International Growth Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). T hose standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $876,593 as a long-term capital gain dividend.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
 
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
 
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
 
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
 
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
 
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

Annual report | International Growth Fund

45

Principal officers who are not Trustees (continued)   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

International Growth Fund | Annual report

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For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Investment  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
Management Services, LLC  2 Avenue de Lafayette  Preston Gates Ellis LLP 
601 Congress Street  Boston, MA 02111  One Lincoln Street 
Boston, MA 02210-2805  Boston, MA 02111-2950 
  Transfer agent   
Subadviser  John Hancock Signature  Independent registered 
Grantham, Mayo, Van  Services, Inc.  public accounting firm 
Otterloo & Co. LLC  P.O. Box 9510  PricewaterhouseCoopers LLP 
40 Rowes Wharf  Portsmouth, NH 03802-9510  125 High Street 
Boston, MA 02110    Boston, MA 02110 
 
Principal distributor     
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
 
Internet  www.jhfunds.com   
 
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

Annual report | International Growth Fund

47


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www.jhfunds. com

Now available: electronic delivery
www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock International Growth Fund.  8700A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By MFC Global Investment Management (U.S.A.) LLC

The year ended February 29, 2008, was a challenging one for international markets. While foreign stocks continued to outperform U.S. equities, highlighted by particularly strong results in emerging markets, share prices weakened notably in the final  four months of the period, as a slew of unfavorable economic and corporate earnings data built a convincing case that a serious U.S.-centered slowdown was, in fact, occurring, and that the fallout from the subprime mortgage crisis was  by no means as contained as investors had previously hoped. Against this backdrop, the MSCI EAFE Gross Total Return Index posted a modest 1.27% gain, topping the –3.60% return of the Standard & Poor’s 500 Index. Meanwhile, the MSCI Emerging Markets Index gained 27.69% . While the EAFE index trailed the S&P 500 in local currency terms, a weak U.S. dollar bolstered the benchmark’s dollar-based results.

“The year ended February 29,
2008, was a challenging one for
international markets.”

During the past year, John Hancock International Allocation Portfolio’s Class A, Class B, Class C and Class I shares returned 0.70%, –0.13%, –0.13% and 1.02%, respectively, at net asset value. The Portfolio’s performance was undermined by its position in International Classic Value, which registered a double-digit loss due to overweightings in the beleaguered financials sector and in Japan. Also detracting from our results was International Value, which lagged the benchmark by a much smaller margin but represented a much larger position. Positive factors included International Opportunities, which benefited from overweighting Hong Kong, Canada and Brazil, as well as from underweighting Japan. Among sectors, underweighting global financials helped. The other notable positive influence was Greater China Opportunities, which posted the largest gain of all our holdings but had a smaller overall impact on performance due to its relatively small position si ze of 2.6%, on average.

This commentary reflects the views of the portfolio managers through the end of the Portfolio’s period discussed in this report. The managers’ statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

International Allocation Portfolio | Annual report

6

A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year  inception  1-year  5-year  10-year  inception 
A  12-29-06  –4.30%  —  —  –4.08%  –4.30%  —  —  –4.75% 
B  12-29-06  –4.88  —  —  –3.78  –4.88  —  —  –4.41 
C  12-29-06  –1.08  —  —  –0.54  –1.08  —  —  –0.63 
I1  12-29-06  1.02  —  —  0.61  1.02  —  —  0.71 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares’ CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I shares.

The expense ratios of the Portfolio, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Portfolio and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 06-30-08. The following expense ratios include expenses of the underlying affiliated funds in which the Portfolio invests. The net expenses are as follows: Class A — 1.70%, Class B — 2.40%, Class C — 2.40%, Class I — 1.25% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 1.79%, Cl ass B — 2.67%, Class C — 2.55%, Class I — 1.39% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Portfolio’s current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Portfolio’s Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Portfolio’s performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day’s close) on the inception date.

1 For certain types of investors as described in the Portfolio’s Class I share prospectus.

Annual report | International Allocation Portfolio

7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in International Allocation Portfolio Class A shares for the period indicated. For comparison, we’ve shown the same investment in two separate indexes.

    Without sales  With maximum     
Class  Period beginning  charge  sales charge  Index 1  Index 2 
B2  12-29-06  $9,937  $9,559  $10,280  $10,239 
  
C2  12-29-06  9,937  9,937  10,280  10,239 
 
I2,3  12-29-06  10,071  10,071  10,280  10,239 
 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Portfolio’s Class B, Class C and Class I shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

MSCI EAFE Gross Total Return Index — Index 1 — is an unmanaged market capitalization weighted composite of securities in 21 developed markets outside of North America, in Europe, Australia and the Far East. The MSCI EAFE (gross) Index includes the maximum dividend reinvestment. The Composite Index figures do not reflect any deduction for fees, taxes or expenses.

MSCI EAFE Net Total Return Index (Europe, Australasia, Far East)— Index 2 — is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. Since June 2006, the MSCI EAFE Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Returns are calculated and presented net of withholding tax.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 Index 1 figure as of closest month end to fund inception date.

3 For certain types of investors as described in the Portfolio’s Class I share prospectus.

International Allocation Portfolio | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Portfolio, you incur two types of costs:

■  Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.  

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $940.88  $2.70 
Class B  1,000.00  937.48  6.46 
Class C  1,000.00  936.55  6.40 
Class I  1,000.00  942.12  0.92 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


Annual report | International Allocation Portfolio

9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Portfolio’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,022.08  $2.82 
 
Class B  1,000.00  1,018.20  6.72 
 
Class C  1,000.00  1,018.25  6.67 
  
Class I  1,000.00  1,023.92  0.96 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Portfolio’s annualized expense ratio of 0.56%, 1.34%, 1.33% and 0.19% for Class A, Class B, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period). Ratios do not include expenses incurred from underlying funds whose annualized weighted average expense ratio was 1.02%, based on the mix of underlying funds held by the Portfolio.

International Allocation Portfolio | Annual report

10

Portfolio summary

Asset allocation1  % of Total 
International Large Cap  76.0% 
International Small Cap  16.0% 
Emerging Markets  6.0% 
China  2.0% 

1 As a percentage of net assets on February 29, 2008.

11 Annual report | International Allocation Portfolio

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

Portfolio’s investments

Securities owned by the Portfolio on 2-29-08

Portfolio of investments, showing all affiliated underlying funds.

Issuer  Shares  Value 
 
Investment companies 100.13%    $41,074,409 
(Cost $45,918,142)     
 
John Hancock Funds 17.10%    7,015,603 
Greater China Opportunities     
(MFC Global Investment Management (U.S.A.) Ltd.) (f)  36,506  $799,111 
International Classic Value     
(Pzena Investment Management, LLC) (f)  706,419  6,216,492 
 
John Hancock Funds II 64.81%    26,587,709 
Emerging Markets Value     
(Dimensional Fund Advisors, Inc.) (f)  209,581  2,332,641 
International Opportunities     
(Marsico Capital Management, LLC) (f)  528,469  9,105,512 
International Small Company     
(Dimensional Fund Advisors, Inc.) (f)  671,480  6,459,635 
International Value     
(Franklin® Templeton®) (f)  509,374  8,689,921 
 
John Hancock Funds III 18.22%    7,471,097 
International Growth     
(Grantham, Mayo, Van Otterloo & Company) (f)  327,106  7,471,097 
Total investments (Cost $45,918,142)† 100.13%    $41,074,409 
 
Liabilities in excess of other assets (0.13%)    ($51,621) 
 
Total net assets 100.00%    $41,022,788 
 

Percentages are stated as a percent of net assets.

(f) The underlying fund’s subadviser.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $46,441,526. Net unrealized depreciation aggregated $5,367,117, of which $81,281 related to appreciated investment securities and $5,448,398 related to depreciated investment securities.

See notes to financial statements

International Allocation Portfolio | Annual report

12

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 2-29-08

This Statement of Assets and Liabilities is the Portfolio’s balance sheet. It shows the value of what the Portfolio owns, is due and owes. You’ll also find the net asset value and the maximum public offering price per share.

Assets   
Investments in affiliated funds, at value (cost $45,918,142) (Note 8)  $41,074,409 
 
Total investments, at value (cost $45,918,142)  41,074,409 
Receivable for investments sold  626,458 
Receivable for fund shares sold  90,502 
Receivable due from adviser  23,451 
Other assets  228 
 
Total assets  41,815,048 
 
Liabilities   
Due to custodian  62,217 
Payable for investments purchased  6,903 
Payable for fund shares repurchased  646,147 
Payable to affiliates   
Fund administration fees  630 
Transfer agent fees  9,442 
Trustees’ fees  60 
Other payables and accrued expenses  66,861 
 
Total liabilities  792,260 
  
Net assets   
Capital paid-in  $45,373,395 
Accumulated undistributed net realized gain (loss) on investments  493,126 
Net unrealized appreciation (depreciation) on investments  (4,843,733) 
 
Net assets  $41,022,788 

See notes to financial statements

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13

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

Statement of assets and liabilities continued

Net asset value per share   
The Portfolio has an unlimited number of shares authorized with no par   
value. Net asset value is calculated by dividing the net assets of each class   
of shares by the number of outstanding shares in the class.   
 
Class A   
Net assets  $30,219,567 
Shares outstanding  3,187,026 
Net asset value and redemption price per share  $9.48 
 
Class B1   
Net assets  $1,715,170 
Shares outstanding  181,383 
Net asset value and offering price per share  $9.46 
 
Class C1   
Net assets  $8,242,267 
Shares outstanding  870,835 
Net asset value and offering price per share  $9.46 
 
Class I   
Net assets  $845,784 
Shares outstanding  89,099 
Net asset value, offering price and redemption price per share  $9.49 
 
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)2  $9.98 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

14 International Allocation Portfolio | Annual report

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

Statement of operations For the year ended 2-29-08

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

Investment income   
Income distributions received from affiliated underlying funds  $608,654 
 
Total investment income  608,654 
 
Expenses   
Investment management fees (Note 3)  43,023 
Distribution and service fees (Note 3)  142,621 
Transfer agent fees (Note 3)  41,823 
Fund administration fees (Note 3)  9,769 
Blue sky fees (Note 3)  124,211 
Audit and legal fees  69,636 
Printing and postage fees (Note 3)  15,367 
Custodian fees  17,417 
Trustees’ fees (Note 3)  1,440 
Registration and filing fees  30,751 
Miscellaneous  8,191 
 
Total expenses  504,249 
 
Less expense reductions (Note 3)  (267,516) 
 
Net expenses  236,733 
 
Net investment income  371,921 
  
Realized and unrealized gain (loss)   
Net realized gain (loss) on   
Investments in affiliated underlying funds  (487,660) 
Capital gain distributions received from affiliated underlying funds  2,814,726 
  2,327,066 
Change in net unrealized appreciation (depreciation) of   
investments in affiliated underlying funds  (4,761,706) 
  (4,761,706) 
Net realized and unrealized gain (loss)  (2,434,640) 
Increase (decrease) in net assets from operations  ($2,062,719) 

See notes to financial statements

Annual report | International Allocation Portfolio

15

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

Statement of changes in net assets

These Statements of Changes in Net Assets show how the value of the Portfolio’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 Portfolio share transactions.

  Period  Year 
  ended  ended 
  2-28-071  2-29-08 
Increase (decrease) in net assets     
 
From operations     
Net investment income (loss)  ($1,551)  $371,921 
Net realized gain (loss)  (547)  2,327,066 
Change in net unrealized appreciation (depreciation)  (82,027)  (4,761,706) 
 
Increase (decrease) in net assets resulting from operations  (84,125)  (2,062,719) 
 
Distributions to shareholders     
From net investment income     
Class A  —  (368,791) 
Class B  —  (8,046) 
Class C  —  (36,417) 
Class I  —  (11,786) 
From net realized gain     
Class A  —  (1,337,953) 
Class B  —  (74,015) 
Class C  —  (335,022) 
Class I  —  (33,949) 
 
Total distributions  —  (2,205,979) 
 
From Fund share transactions (Note 6)  4,651,047  40,724,564 
Total increase (decrease)  4,566,922  36,455,866 
 
Net assets     
Beginning of year  —  4,566,922 
 
End of year  $4,566,922  $41,022,788 

1 Period from 12-29-06 (commencement of operations) to 2-28-07.

See notes to financial statements

International Allocation Portfolio | Annual report

16

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

Financial highlights

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

CLASS A SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $10.00  $9.96 
Net investment income (loss)2,3  (0.01)  0.13 
Net realized and unrealized gain     
(loss) on investments  (0.03)  (0.03) 
 
Total from investment operations  (0.04)  0.10 
 
Less distributions     
From net investment income  —  (0.13) 
From net realized gain  —  (0.45) 
  —  (0.58) 
Net asset value, end of period  $9.96  $9.48 
 
Total return4,5 (%)  (0.40)6  0.70 
   
Ratios and supplemental data     
Net assets, end of period (in millions)  $3  $30 
Ratios (as a percentage of average net assets):     
Expenses before reductions  8.537  1.118 
Expenses net of fee waivers, if any  0.607  0.588 
Expenses net of all fee waivers and credits  0.607  0.588 
Net investment income (loss)3  (0.60)7  1.21 
Portfolio turnover (%)  36  23 

1 Class A shares began operations on 12-29-06.

2 Based on the average of the shares outstanding.

3 Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the underlying funds in which the Portfolio invests.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

8 Ratios do not include expenses incurred from underlying funds whose annualized weighted average was 1.02%, based on the mix of underlying funds held by the Portfolio.

See notes to financial statements

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17

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

Financial highlights

CLASS B SHARES

Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $10.00  $9.95 
Net investment income (loss)2,3  (0.02)  0.07 
Net realized and unrealized gain     
(loss) on investments  (0.03)  (0.06) 
 
Total from investment operations  (0.05)  0.01 
 
Less distributions     
From net investment income  —  (0.05) 
From net realized gain  —  (0.45) 
  —  (0.50) 
Net asset value, end of period  $9.95  $9.46 
 
Total return4,5 (%)  (0.50)6  (0.13) 
Ratios and supplemental data     
Net assets, end of period (in millions)  — 7  $2 
Ratios (as a percentage of average net assets):     
Expenses before reductions  28.588  4.029 
Expenses net of fee waivers, if any  1.268  1.349 
Expenses net of all fee waivers and credits  1.268  1.339 
Net investment income (loss)3  (1.26)8  0.70 
Portfolio turnover (%)  36  23 

1 Class B shares began operations on 12-29-06.

2 Based on the average of the shares outstanding.

3 Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the underlying funds in which the Portfolio invests.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Less than $500,000.

8 Annualized.

9 Ratios do not include expenses incurred from underlying funds whose annualized weighted average was 1.02%, based on the mix of underlying funds held by the Portfolio.

See notes to financial statements

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

Financial highlights

CLASS C SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
Net asset value, beginning of period  $10.00  $9.95 
Net investment income (loss)2,3  (0.02)  0.08 
Net realized and unrealized gain     
(loss) on investments  (0.03)  (0.07) 
 
Total from investment operations  (0.05)  0.01 
 
Less distributions     
From net investment income  —  (0.05) 
From net realized gain  —  (0.45) 
  —  (0.50) 
Net asset value, end of period  $9.95  $9.46 
 
Total return4,5 (%)  (0.50)6  (0.13) 
   
Ratios and supplemental data     
 
Net assets, end of period (in millions)  $1  $8 
Ratios (as a percentage of average net assets):     
Expenses before reductions  18.627  2.318 
Expenses net of fee waivers, if any  1.277  1.338 
Expenses net of all fee waivers and credits  1.277  1.338 
Net investment income (loss)3  (1.27)7  0.79 
Portfolio turnover (%)  36  23 

1 Class C shares began operations on 12-29-06.

2 Based on the average of the shares outstanding.

3 Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the underlying funds in which the Portfolio invests.

4 Total returns would have been lower had certain expenses not been reduced during the periods shown.

5 Assumes dividend reinvestment.

6 Not annualized.

7 Annualized.

8 Ratios do not include expenses incurred from underlying funds whose annualized weighted average was 1.02%, based on the mix of underlying funds held by the Portfolio.

See notes to financial statements

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

Financial highlights

CLASS I SHARES     
 
Period ended  2-28-071  2-29-08 
 
Per share operating performance     
 
Net asset value, beginning of period  $10.00  $9.97 
Net investment income (loss)2,3  — 4  0.16 
Net realized and unrealized gain     
(loss) on investments  (0.03)  (0.03) 
 
Total from investment operations  (0.03)  0.13 
 
Less distributions     
From net investment income  —  (0.16) 
From net realized gain  —  (0.45) 
  —  (0.61) 
Net asset value, end of period  $9.97  $9.49 
 
Total return5,6 (%)  (0.30)7  1.02 
   
Ratios and supplemental data     
 
Net assets, end of period (in millions)  — 8  $1 
Ratios (as a percentage of average net assets):     
Expenses before reductions  25.019  7.1710 
Expenses net of fee waivers, if any  0.179  0.1810 
Expenses net of all fee waivers and credits  0.179  0.1810 
Net investment income (loss)3  (0.17)9  1.55 
Portfolio turnover (%)  37  23 

1 Class I shares began operations on 12-29-06.

2 Based on the average of the shares outstanding.

3 Recognition of net investment income by the Portfolio is affected by the timing of the declaration of dividends by the underlying funds in which the Portfolio invests.

4 Less than ($0.01) per share.

5 Total returns would have been lower had certain expenses not been reduced during the periods shown.

6 Assumes dividend reinvestment.

7 Not annualized.

8 Less than $500,000.

9 Annualized.

10 Ratios do not include expenses incurred from underlying funds whose annualized weighted average was 1.02%, based on the mix of underlying funds held by the Portfolio.

See notes to financial statements

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Notes to financial statements

1. Organization of the Trust

John Hancock International Allocation Portfolio (the Portfolio) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Portfolio is to seek long term growth of capital.

The Portfolio operates as a “fund of funds”, investing in Class NAV shares of affiliated underlying funds of the Trust and John Hancock Funds II (JHF II) and also in other affiliated funds of the John Hancock funds complex. The Portfolio may also invest in unaffiliated underlying funds and other permitted investments.

The accounting policies of the affiliated underlying funds are outlined in the shareholder reports for such funds, available without charge by calling 1-800-225-5291 or on the Securities and Exchange Commission (SEC) Web site at www.sec.gov, File #811-21779, CIK 0001331971 for JHF II, File #811-21777, CIK 0001329954 for JHF III, File #811-01677, CIK 0000045291 for JH International Classic Value Fund and File #811-04630, CIK 0000791271 for JH Greater China Opportunities Fund. The affiliated underlying funds are not covered by this report.

John Hancock Investment Management Services, LLC (JHIMS or the Adviser), a Delaware limited liability company controlled by John Hancock Life Insurance Company (U.S.A.) (John Hancock USA) serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), an affiliate of the Adviser, serves as principal underwriter. John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock USA. John Hancock USA and John Hancock New York are indirect  wholly owned subsidiaries of the Manufactures Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

The JHF II funds are retail mutual funds advised by JHIMS and distributed by the Distributor.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Portfolio, including classes designated as Class A, Class B, Class C and Class I shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. The shares of each class represent an interest in the same portfolio of investments of the Portfolio, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the SEC and the Internal Revenue Service. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purcha se.

The Adviser and other affiliates of John Hancock USA owned 1,555,846, 10,505, 10,504 and 10,612 shares of beneficial interest of Class A, Class B, Class C and Class I, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Portfolio follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

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management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Securities valuation

The net asset value of the shares of the Portfolio is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Investments by the Portfolio in underlying affiliated funds are valued at their respective net asset values each business day and securities in the underlying funds are valued in accordance with their respective valuation polices, as outlined in the underlying funds’ financial statements.

New accounting pronouncement

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

Security transactions and related investment income

Investment security and underlying affiliated funds 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. Dividend income is recorded by the underlying affiliated funds on the ex-dividend date. Distributions from the underlying affiliated funds are recorded on the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date.  The Portfolio uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Guarantees and indemnifications

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

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Portfolio level.

Expenses not directly attributable to a particular Portfolio or share class are allocated based on the relative share of net assets of the Portfolio or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, transfer agency fees, blue sky fees, and printing and postage fees, are accrued daily and charged directly to the respective share classes. Expenses in the Portfolio’s Statement of Operations reflect the expenses of the Portfolio and do not include any indirect expenses related to the underlying affiliated funds. Because the affiliated underlying funds have varied expense levels and the Portfolio may own different proportions of the affiliated underlying funds at different times, the amount of fees and expenses incurred indirectly by the Portfolio will vary.

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable

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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.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. Each of the Fund’s federal tax returns for the prior fiscal years remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $2,153,570 and long-term capital gain $52,409. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $1,016,510 of undistributed long-term gain.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily  attributable to short-term distributions received from underlying funds.

3. Investment advisory and other agreements

Advisory fees

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subad-visers to handle the investment of the assets of the Portfolio, subject to the supervision of the Board of Trustees. Under the Advisory Agreement the Portfolio pays the Adviser a management fee that has two components: (a) a fee on assets invested in the funds of the Trust or JHF II (Fund Assets) and (b) a fee on investments in other affiliated Funds of the John Hancock complex and assets invested in unaffiliated funds (Other Assets). The Portfolio pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.05% of the first $500,000,000 of the Portfolio’s Fund Assets, (b) 0.04% of the Portfolio’s Fund Assets in excess of $500,000,000, (c) 0.50% of the first $500,000,000 of the Portfolio’s Other Assets and (d) 0.49% of the Portfolio’s Other Assets in excess of $500,000,000. The Portfolio is not responsible for payment of the subadvisory fees.

MFC Global Investment Management (U.S.A.) Limited acts as subadviser to the Portfolio. Deutsche Investment Management Americas, Inc. serves as subadviser consultant.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.13% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.13% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not

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incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 0.63% for Class A shares, 1.33% for Class B, 1.33% for Class C and 0.18% for Class I. Accordingly, the expense reductions or reimbursements related to this agreement were $134,448, $33,156, $52,397 and $46,855 for Class A, Class B, Class C and Class I, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2008 and thereafter until termina ted by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Portfolio reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Portfolio, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of the class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $9,769 with an annual effective rate of 0.03% of the Portfolio’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Portfolio has adopted Distribution Plans with respect to Class A,  Class B and Class C, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Portfolios. Accordingly, the Portfolio makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00% and 1.00% of the average daily net assets of Class A, Class B and Class C, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of the Financial Industry Regulatory Authority (formerly, National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Portfolio’s 12b-1 payments could occur under certain circumstances.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $276,419 with regard to sales of Class A shares. Of this amount, $44,955 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $230,352 was paid as sales commissions to unrelated broker-dealers; and $1,112 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by

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Distributor amounted to $2,387 for Class B shares and $3,938 for Class C shares.

Transfer agent fees

The Portfolio has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C and Class I shares, the Portfolio pays a monthly transfer agent fee at an annual rate of 0.05% of each class’s average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account and $16.50 for each Class C shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.30% annually of Class A, Class B, Class C and Class I share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C and Class I shares, respectively, during the year ended February 29, 2008.

In May 2007, the Portfolio began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Portfolio’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Portfolio’s transfer agent fees and out-of-pocket expenses were reduced by $660 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer  Blue  Printing and 
Share class  service fees  agent fees  sky fees  postage fees 
 
Class A  $76,736  $26,626  $27,166  $11,610 
Class B  12,374  3,748  26,211  640 
Class C  53,511  11,091  27,635  2,467 
Class I  —  358  43,199  650 
Total  $142,621  $41,823  $124,211  $15,367 

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Portfolio based on its average daily net asset value.

5. Line of credit

The Portfolio has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Portfolio based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition,  a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Portfolio on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Portfolio for the period ended February 28, 2007, and the year ended February 29, 2008, were as follows:

  Period ended 2-28-071  Year ended 2-29-08 
  Shares  Amount  Shares  Amount 
Class A shares         
Sold  326,619  $3,320,543  3,069,699  $32,165,731 
Distributions reinvested  —  —  161,717  1,625,253 
Repurchased  —  —  (371,009)  (3,794,178) 
Net increase (decrease)  326,619  $3,320,543  2,860,407  $29,996,806 
 
Class B shares         
Sold  19,756  $198,648  181,757  $1,935,091 
Distributions reinvested  —  —  6,812  68,388 
Repurchased  (27)  (277)  (26,915)  (281,028) 
Net increase (decrease)  19,729  $198,371  161,654  $1,722,451 
 
Class C shares         
Sold  91,833  $927,133  814,878  $8,637,166 
Distributions reinvested  —  —  34,010  341,797 
Repurchased  —  —  (69,886)  (711,703) 
Net increase (decrease)  91,833  $927,133  779,002  $8,267,260 
 
Class I shares         
Sold  20,460  $205,000  94,013  $985,183 
Distributions reinvested  —  —  4,530  45,522 
Repurchased  —  —  (29,904)  (292,658) 
Net increase (decrease)  20,460  $205,000  68,639  $738,047 
 
Net increase (decrease)  458,641  $4,651,047  3,869,702  $40,724,564 
1Period from 12-29-06 (commencement of operations) to 2-28-07.     

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $49,948,885 and $7,660,691, respectively.

8. Investment in affiliated underlying funds

The Portfolio invests primarily in affiliated underlying funds that are managed by affiliates of the Adviser. The Portfolio does not invest in affiliated underlying funds for the purpose of exercising management or control; however, the Portfolio’s investments may represent a significant portion of each underlying fund’s net assets. A summary of the Portfolio’s investments in affiliated funds during the year ended February 29, 2008, is set forth below:

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          Capital gain       
  Beginning      Ending  distribution       
Affiliate —  share  Shares  Shares  share  from under-  Dividend  Sale  Ending 
Class NAV  amount  purchased  sold  amount  lying Funds  income  proceeds  value 
JHF Greater China                 
Opportunities Fund  6,802  51,734  22,030  36,506  $46,673  $6,827  $668,054  $799,111 
JHF International                 
Classic Value Fund  55,898  686,357  35,836  706,419  158,150  120,035  354,009  6,216,492 
JHF II Emerging                 
Markets Value Fund  —  221,506  11,925  209,581  11,871  11,140  136,440  2,332,641 
JHF II International                 
Opportunities Fund  50,726  528,775  51,032  528,469  1,080,868  115,452  978,898  9,105,512 
JHF II International                 
Small Company Fund  93,498  967,174  389,192  671,480  588,363  102,924  4,225,435  6,459,635 
JHF II International                 
Value Fund  41,799  502,619  35,044  509,374  438,664  163,468  648,807  8,689,921 
JHF III International                 
Growth Fund  27,268  326,585  26,747  327,106  490,137  88,808  649,049  7,471,097 

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock International Allocation Portfolio,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock International Allocation Portfolio (the Portfolio) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments at February 29, 2008 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

The Fund has designated distributions to shareholders of $52,409 as a long-term capital gain dividend. With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 5.67% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James F. Carlin, Born: 1940  2006  55 
 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
  
William H. Cunningham, Born: 1944  2006  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
   
Charles L. Ladner,2 Born: 1938  2006  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
   
John A. Moore,2 Born: 1939  2006  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
Patti McGill Peterson,2 Born: 1943  2006  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
  
Steven R. Pruchansky, Born: 1944  2006  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
   
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
 
James R. Boyle, Born: 1959  2006  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

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31

Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
Keith F. Hartstein, Born: 1956  2006 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
Thomas M. Kinzler, Born: 1955  2006 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
  
 
Francis V. Knox, Jr., Born: 1947  2006 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
  
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
  
 
Gordon M. Shone, Born: 1956  2006 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

International Allocation Portfolio | Annual report

32

Principal officers who are not Trustees (continued)   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
 
John G. Vrysen, Born: 1955  2006 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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33

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Advisers, LLC  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
601 Congress Street  2 Avenue de Lafayette  Preston Gates Ellis LLP 
Boston, MA 02210-2805  Boston, MA 02111  One Lincoln Street 
  Boston, MA 02111-2950 
Subadviser  Transfer agent 
MFC Global Investment  John Hancock Signature  Independent registered 
Management (U.S.A.) Limited  Services, Inc.  public accounting firm 
200 Bloor Street East  P.O. Box 9510  PricewaterhouseCoopers LLP 
Toronto, Ontario, Canada  Portsmouth, NH 03802-9510  125 High Street 
M4W 1E5    Boston, MA 02110 
 
Principal distributor     
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
 
Internet  www.jhfunds.com   
 
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

International Allocation Portfolio | Annual report

34


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www.jhfunds.com

Now available: electronic delivery

www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock International Allocation Portfolio.  3180A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 


Discussion of Fund performance

By Epoch Investment Partners, Inc.

Global stock markets experienced sharp volatility during the 12 months ended February 29, 2008, when many U.S. and foreign stock indexes reached all-time highs before being brought down by the bursting U.S. housing bubble and related credit crunch. But despite widespread speculation that the world’s largest economy was headed for recession, economies in Europe and Asia appeared to be relatively healthy. Better growth and a slumping dollar made for better performance on overseas investments.

“Global stock markets experienced
sharp volatility during the 12
months ended February 29, 2008…”

For the 12 months ended February 29, 2008, John Hancock Global Shareholder Yield Fund’s Class A, Class B, Class C, Class I and Class R1 shares posted total returns of –1.84%, –2.54%, –2.54%, –1.43% and –2.01%, respectively, at net asset value. That compares with the –0.21% return of the S&P/Citigroup Broad Market Index–World Equity Index and the 0.94% average return of the world stock funds tracked by Morningstar, Inc.

Many of the leading contributors to performance came from the utility and telecommunication services sectors, including Terna SpA and Fortum Corp., as well as France Telecom SA, Belgacom SA and Far EasTone Telecommunications, Company, Ltd. Another group of key contributors came from the consumer staples sector, as the portfolio benefited from holdings in multinational European and U.S. companies with exposure to rapidly growing emerging-market economies. The portfolio also benefited from an underweight position and stock selection among financials shares, which were weighed down by worry about exposure to subprime loans.

The leading detractors from Fund performance were in the economically sensitive consumer discretionary sector, which suffered from a significant change in macroeconimc views and downward revisions to earnings estimates. In that environment, Idearc, Inc., a telephone directory business, and GateHouse Media, Inc. a local newspaper publishing concern, led detractors. As a result, we cut our exposure to U.S.-based discretionary stocks, preferring to maintain our discretionary holdings in companies based in growing overseas economies.

This commentary reflects the views of the portfolio managers through the end of the Fund’s period discussed in this report. The managers’ statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

Global Shareholder Yield Fund | Annual report

6

A look at performance

For the periods ended February 29, 2008

   
    Average annual returns     Cumulative total returns    
    with maximum sales charge (POP)   with maximum sales charge (POP)    
  Inception       Since       Since
Class date 1-year 5-year 10-year  inception 1-year 5-year 10-year    inception
A 3-1-07 –6.78% — — –6.78% –6.78% — — –6.78%
B 3-1-07 –7.30 — — –7.30 –7.30 — — –7.30
C 3-1-07 –3.49 — — –3.49 –3.49 — — –3.49
I 1 3-1-07 –1.43 — — –1.43 –1.43 — — –1.43
R1 1 3-1-07 –2.01 — — –2.01 –2.01 — — –2.01

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares' CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I and Class R1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 02-29-08. The net expenses are as follows: Class A — 1.55%, Class B — 2.25%, Class C — 2.25%, Class I — 1.10%, Class R1 — 1.85% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 1.65%, Class B — 2.58%, Class C — 2.41%, Class I — 1.26%, Class R1 — 2.53% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund's performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day's close) on the inception date.

1 For certain types of investors as described in the Fund's Class I and Class R1 share prospectuses.

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7

A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Global Shareholder Yield Fund Class A shares for the period indicated. For comparison, we've shown the same investment in the S&P 500/Citigroup BMI World Index.


      With maximum  
Class Period beginning Without sales charge sales charge Index
B 3-1-07 $9,746 $9,270 $9,979
C 3-1-07 9,746 9,651 9,979
I 2 3-1-07 9,857 9,857 9,979
R1 2 3-1-07 9,799 9,799 9,979

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the fund's Class B, Class C , Class I and Class R1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

S&P 500/Citigroup BMI World is an unmanaged subset of the BMI Global Index that reflects the stock markets of over 30 countries and over 9,000 securities with values expressed in U.S. dollars. The BMI World Index represents the developed market portion of the broader index.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 For certain types of investors as described in the Fund's Class I and Class R1 share prospectuses.

Global Shareholder Yield Fund | Annual report

8

Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value Ending value Expenses paid during
  on 9-1-07 on 2-29-08 period on 2-29-081
Class A $1,000.00 $930.38 $7.30
Class B 1,000.00 926.82 10.78
Class C 1,000.00 926.82 10.78
Class I 1,000.00 931.46 5.28
Class R1 1,000.00 929.67 7.92

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


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9

Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

 
  Account value Ending value Expenses paid during
  on 9-1-07 on 2-29-08 period on 2-29-081
Class A $1,000.00 $1,017.30 $7.62
Class B 1,000.00 1,013.67 11.27
Class C 1,000.00 1,013.67 11.27
Class I 1,000.00 1,019.39 5.52
Class R1 1,000.00 1,016.66 8.27

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund's annualized expense ratio of 1.52%, 2.25%, 2.25%, 1.10% and 1.65% for Class A, Class B, Class C, Class I and Class R1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/366 (to reflect the one-half year period).

Global Shareholder Yield Fund | Annual report

10

Portfolio summary

Top 10 holdings 1      
Reynolds American, Inc. 2.2% E. I. Du Pont de Nemours & Company 2.1%
 
Nestle SA 2.2% Duke Energy Corp. 2.0%
 
France Telecom SA 2.1% Enel SpA 2.0%
 
Terna SpA 2.1% StatoilHydro ASA 1.9%
 
UST, Inc. 2.1% Windstream Corp. 1.9%
 
 
Sector distribution 1      
Communications 30% Industrial 5%
 
Consumer non-cyclical 16% Diversified 1%
 
Utilities 14% Technology 1%
 
Energy 11% Consumer cyclical 0.5%
 
Financial 10% Other 6.5%
 
Basic materials 5%    
   


1 As a percentage of net assets on February 29, 2008.

Annual report | Global Shareholder Yield Fund

11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into two main categories: common stocks and repurchase agreements. Common stocks are further broken down by country. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer Shares Value
 
Common stocks 91.75%   $33,352,374
(Cost $36,009,474)    
 
Australia 5.70%   2,072,857
APN News & Media, Ltd. 97,500 446,928
Australia and New Zealand Banking Group, Ltd. 13,900 280,493
John Fairfax Holdings, Ltd. 146,700 524,593
NRMA Insurance Group, Ltd. 80,800 280,513
St. George Bank, Ltd. 17,300 377,776
Westpac Banking Corp. , Ltd. 7,600 162,554
 
Austria 0.90%   327,984
Telekom Austria AG 14,500 327,984
 
Belgium 3.15%   1,145,677
Belgacom SA 13,920 666,657
InBev 5,300 479,020
 
Canada 3.38%   1,229,855
Manitoba Telecom Services, Inc. 15,200 638,732
TransAlta Corp. 4,400 156,956
Yellow Pages Income Fund 39,900 434,167
 
Finland 0.80%   290,181
Fortum Corp. Oyj 6,950 290,181
 
France 5.13%   1,864,124
France Telecom SA 23,100 775,446
PagesJaunes Groupe SA 22,800 424,088
Total SA 3,000 225,912
Vivendi SA 11,100 438,678
 
Germany 2.21%   803,763
BASF AG 2,800 356,270
RWE AG 3,700 447,493
 
Hong Kong 0.16%   57,152
Vitasoy International Holdings, Ltd. 138,000 57,152
 
Ireland 2.03%   736,322
C&C Group PLC - London 4,300 28,741
C&C Group PLC 66,200 450,809
Independent News & Media PLC 85,200 256,772

See notes to financial statements

Global Shareholder Yield Fund | Annual report

12

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

Issuer Shares Value
 
Italy 7.39%   $2,685,458
Enel SpA 68,000 733,744
Eni SpA, SADR 6,300 434,259
Intesa Sanpaolo SpA 26,200 175,972
Mondadori (Arnoldo) Editore SpA 33,800 273,243
Telecom Italia SpA 121,900 303,920
Terna SpA 176,700 764,320
 
Malaysia 0.22%   80,359
British American Tobacco Malaysia BHD 6,000 80,359
 
Netherlands 0.41%   150,015
Wolters Kluwer NV 5,800 150,015
 
New Zealand 1.50%   544,212
Telecom Corp. of New Zealand, SADR 35,686 544,212
 
Norway 3.09%   1,122,366
Den Norske Bank ASA 13,700 200,398
StatoilHydro ASA, SADR 22,200 677,988
Veidekke ASA 27,400 243,980
 
Philippines 0.59%   212,850
Philippine Long Distance Telephone Company, SADR 3,000 212,850
 
Singapore 1.11%   401,975
Singapore Press Holdings, Ltd. 129,000 401,975
 
South Korea 0.50%   182,175
KT Corp. , SADR * 7,500 182,175
 
Spain 0.54%   196,769
Telefonica SA 6,800 196,769
 
Sweden 0.57%   207,428
Swedish Match AB 8,900 207,428
 
Switzerland 2.23%   811,390
Nestle SA 1,700 811,390
 
Taiwan 0.86%   312,791
Far EasTone Telecommunications Company, Ltd. 224,000 312,791
 
United Kingdom 7.15%   2,600,460
Barclays PLC 19,900 186,509
Diageo PLC, SADR 6,300 517,230
GKN PLC 32,900 171,435
Legal & General Group PLC 59,400 146,142
Lloyds TSB Group PLC 37,470 334,917
National Grid PLC 35,800 519,095
Tomkins PLC 99,800 334,611
Vodafone Group PLC 121,300 390,521
 
United States 42.13%   15,316,211
AllianceBernstein Holding LP * 10,100 626,705
Altria Group, Inc. 6,900 504,666

See notes to financial statements

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13

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

Issuer Shares Value
 
United States (continued)    
AT&T, Inc. 19,100 $665,253
Automatic Data Processing, Inc. 8,000 319,600
Ball Corp. 9,800 432,180
Bristol-Myers Squibb Company 19,300 436,373
CBS Corp. , Class B 7,600 173,432
Citizens Communications Company 61,900 664,806
ConocoPhillips 5,100 421,821
DaVita, Inc. * 3,400 168,742
Diamond Offshore Drilling, Inc. 3,300 398,739
Dow Chemical Company 4,800 180,912
Duke Energy Corp. 42,000 736,680
E. I. Du Pont de Nemours & Company 16,300 756,646
GateHouse Media, Inc. 22,830 143,144
General Electric Company 15,900 526,926
General Maritime Corp. 4,100 96,514
Great Plains Energy, Inc. 19,900 506,057
HCP, Inc. , REIT 2,000 58,360
Idearc, Inc. 39,300 189,426
Magellan Midstream Partners LP 7,900 342,149
ONEOK Partners LP 7,800 483,834
Packaging Corp. of America 23,000 524,170
Pfizer, Inc. 12,400 276,272
Progress Energy, Inc. 11,600 486,156
Reynolds American, Inc. 12,800 815,616
SCANA Corp. 2,960 112,095
Southern Copper Corp. 5,100 581,961
Spectra Energy Corp. 3,400 78,574
Teco Energy, Inc. 22,700 340,046
The Laclede Group, Inc. 3,800 129,770
The Southern Company 9,900 341,847
U. S. Bancorp 15,700 502,714
UST, Inc. 14,000 760,060
Ventas, Inc. , REIT 4,300 179,827
Verizon Communications, Inc. 14,600 530,272
Westar Energy, Inc. 6,600 150,018
Windstream Corp. 57,300 673,848

See notes to financial statements

Global Shareholder Yield Fund | Annual report

14

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

   
  Principal  
Issuer, description, maturity date amount Value
 
Repurchase agreements 7.14%   $2,596,000
(Cost $2,596,000)    
Repurchase Agreement with State Street Corp. dated 2-29-08 at    
2.35% to be repurchased at $2,596,508 on 3-3-08,    
collateralized by $2,095,000 Federal Home Loan Mortgage Corp. ,    
6.75%, due 3-15-31 (valued at $2,650,175, including interest) $2,596,000 2,596,000
 
Total investments (cost $38,605,474)† 98.89%   $35,948,374
 
Other assets in excess of liabilities 1.11%   $405,296
 
Total net assets 100.00%   $36,353,670

The portfolio had the following five top industry concentrations as of February 29, 2008 (as a percentage of total net assets):

Telecommunications  
equipment & services 15.81%
Electrical utilities 9.66%
Tobacco 6.51%
Food & beverages 6.45%
Energy 6.23%

Percentages are stated as a percent of net assets.

PLC Public Limited Company

REIT Real Estate Investment Trust

SADR Sponsored American Depositary Receipt

* Non-income producing.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $38,723,849. Net unrealized depreciation aggregated $2,775,475, of which $1,380,133 related to appreciated investment securities and $4,155,608 related to depreciated investment securities.

See notes to financial statements

Annual report | Global Shareholder Yield Fund

15

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 2-29-08

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 and the maximum public offering price per share.

Assets  
Investments, at value (cost $36,009,474) $33,352,374
Repurchase agreement, at value (cost $2,596,000) (Note 2) 2,596,000
 
Total investments, at value (cost $38,605,474) 35,948,374
Cash 318
Foreign currency, at value (cost $23,721) 24,322
Receivable for investments sold 292,473
Receivable for fund shares sold 122,306
Dividends and interest receivable (net of tax) 113,404
Other assets 126
 
Total assets 36,501,323
 
Liabilities  
Payable for investments purchased 76,881
Payable for fund shares repurchased 5,049
Payable to affiliates  
Fund administration fees 97
Transfer agent fees 7,723
Distribution and service fees 438
Investment management fees 5,234
Trustees’ fees 56
Other payables and accrued expenses 52,175
 
Total liabilities 147,653
 
Net assets  
Capital paid-in $39,611,380
Undistributed net investment income 55,884
Accumulated undistributed net realized gain (loss) on investments and  
foreign currency transactions (658,777)
Net unrealized appreciation (depreciation) on investments and translation  
of assets and liabilities in foreign currencies (2,654,817)
 
Net assets $36,353,670

See notes to financial statements

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

Statement of assets and liabilities (continued)

Net asset value per share  
The Fund has an unlimited number of shares authorized with no par value.  
Net asset value is calculated by dividing the net assets of each class of  
shares by the number of outstanding shares in the class.  
 
Class A  
Net assets $27,373,863
Shares outstanding 2,875,294
Net asset value and redemption price per share $9.52
 
Class B 1  
Net assets $1,266,247
Shares outstanding 133,131
Net asset value and offering price per share $9.51
 
Class C 1  
Net assets $4,584,769
Shares outstanding 481,904
Net asset value and offering price per share $9.51
 
Class I  
Net assets $3,030,841
Shares outstanding 317,924
Net asset value, offering price and redemption price per share $9.53
 
Class R1  
Net assets $97,950
Shares outstanding 10,293
Net asset value, offering price and redemption price per share $9.52
 
Maximum public offering price per share  
Class A (net asset value per share ÷ 95%) 2 $10.02

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

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

Statement of operations For the year ended 2-29-08

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 $1,382,962
Interest 125,968
Less foreign taxes withheld (67,854)
 
Total investment income 1,441,076
 
Expenses  
Investment management fees (Note 3) 292,547
Distribution and service fees (Note 3) 112,324
Transfer agent fees (Note 3) 32,996
Fund administration fees (Note 3) 9,126
Blue sky fees (Note 3) 70,571
Audit and legal fees 36,777
Printing and postage fees (Note 3) 10,803
Custodian fees 45,986
Trustees’ fees (Note 4) 1,348
Registration and filing fees 13,716
Miscellaneous 352
 
Total expenses 626,546
Less expense reductions (Note 3) (157,762)
 
Net expenses 468,784
 
Net investment income 972,292
 
Realized and unrealized gain (loss)  
  
Net realized gain (loss) on  
Investments in unaffiliated issuers (556,827)
Foreign currency transactions 12,816
  (544,011)
Change in net unrealized appreciation (depreciation) of  
Investments in unaffiliated issuers (2,657,100)
Translation of assets and liabilities in foreign currencies 2,283
  (2,654,817)
Net realized and unrealized gain (loss) (3,198,828)
 
Increase (decrease) in net assets from operations ($2,226,536)

See notes to financial statements

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

Statement of changes in net assets

This Statement of Changes in Net Assets show how the value of the Fund’s net assets has changed since inception. The difference reflects earnings less expenses, any investment gains and losses, distributions, if any, paid to shareholders and the net of Fund share transactions.

  Year
  ended
  2-29-08
Increase (decrease) in net assets  
 
From operations  
Net investment income $972,292
Net realized gain (loss) (544,011)
Change in net unrealized appreciation (depreciation) (2,654,817)
 
Increase (decrease) in net assets resulting from operations (2,226,536)
 
Distributions to shareholders  
From net investment income  
Class A (758,310)
Class B (25,168)
Class C (74,029)
Class I (83,716)
Class R1 (2,790)
From net realized gain  
Class A (76,015)
Class B (3,843)
Class C (12,123)
Class I (9,685)
Class R1 (288)
 
Total distributions (1,045,967)
 
From Fund share transactions (Note 6) 39,626,173
 
Total increase (decrease) 36,353,670
 
Net assets  
Beginning of year —
 
End of year $36,353,670
 
Undistributed net investment income $55,884

See notes to financial statements

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

Financial highlights

The Financial Highlights show how the Fund’s net asset value for a share has changed since inception.

CLASS A SHARES

Period ended 2-29-08 1
 
Per share operating performance  
Net asset value, beginning of period $10.00
Net investment income 2 0.35
Net realized and unrealized gain  
(loss) on investments (0.51)
Total from investment operations (0.16)
Less distributions  
From net investment income (0.29)
From net realized gain (0.03)
  (0.32)
Net asset value, end of period $9.52
Total return3,4 (%) (1.84)
 
Ratios and supplemental data  
Net assets, end of period (in millions) $27
Ratios (as a percentage of average net assets):  
Expenses before reductions 1.79
Expenses net of fee waivers, if any 1.45
Expenses net of all fee waivers and credits 1.45
Net investment income 3.31
Portfolio turnover (%) 24

1 Class A shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

See notes to financial statements

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

Financial highlights

CLASS B SHARES

Period ended 2-29-08 1
 
Per share operating performance  
Net asset value, beginning of period $10.00
Net investment income 2 0.22
Net realized and unrealized gain  
(loss) on investments (0.45)
Total from investment operations (0.23)
Less distributions  
From net investment income (0.23)
From net realized gain (0.03)
  (0.26)
Net asset value, end of period $9.51
Total return3,4 (%) (2.54)
 
Ratios and supplemental data  
Net assets, end of period (in millions) $1
Ratios (as a percentage of average net assets):  
Expenses before reductions 3.89
Expenses net of fee waivers, if any 2.23
Expenses net of all fee waivers and credits 2.23
Net investment income 2.11
Portfolio turnover (%) 24

1 Class B shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

See notes to financial statements

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

Financial highlights

CLASS C SHARES

Period ended 2-29-08 1
 
Per share operating performance  
Net asset value, beginning of period $10.00
Net investment income 2 0.22
Net realized and unrealized gain  
(loss) on investments (0.45)
Total from investment operations (0.23)
Less distributions  
From net investment income (0.23)
From net realized gain (0.03)
  (0.26)
Net asset value, end of period $9.51
Total return3,4 (%) (2.54)
 
Ratios and supplemental data  
Net assets, end of period (in millions) $5
Ratios (as a percentage of average net assets):  
Expenses before reductions 3.00
Expenses net of fee waivers, if any 2.23
Expenses net of all fee waivers and credits 2.22
Net investment income 2.08
Portfolio turnover (%) 24

1 Class C shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

See notes to financial statements

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

Financial highlights

CLASS I SHARES

Period ended 2-29-08 1
Per share operating performance  
Net asset value, beginning of period $10.00
Net investment income 2 0.33
Net realized and unrealized gain  
(loss) on investments (0.44)
Total from investment operations (0.11)
Less distributions  
From net investment income (0.33)
From net realized gain (0.03)
  (0.36)
Net asset value, end of period $9.53
Total return3,4 (%) (1.43)
 
Ratios and supplemental data  
Net assets, end of period (in millions) $3
Ratios (as a percentage of average net assets):  
Expenses before reductions 2.16
Expenses net of fee waivers, if any 1.09
Expenses net of all fee waivers and credits 1.09
Net investment income 3.14
Portfolio turnover (%) 24

1 Class I shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

See notes to financial statements

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

Financial highlights

CLASS R1 SHARES

Period ended 2-29-08 1
 
Per share operating performance  
Net asset value, beginning of period $10.00
Net investment income 2 0.35
Net realized and unrealized gain  
(loss) on investments (0.52)
Total from investment operations (0.17)
Less distributions  
From net investment income (0.28)
From net realized gain (0.03)
  (0.31)
Net asset value, end of period $9.52
Total return3,4 (%) (2.01)
 
Ratios and supplemental data  
Net assets, end of period (in millions) — 5
Ratios (as a percentage of average net assets):  
Expenses before reductions 16.23
Expenses net of fee waivers, if any 1.64
Expenses net of all fee waivers and credits 1.64
Net investment income 3.37
Portfolio turnover (%) 24

1 Class R1 shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

5 Less than $500,000.

See notes to financial statements

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Notes to financial statements

1. Organization

John Hancock Global Shareholder Yield Fund (the Fund) is a diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to provide a high level of income. Capital appreciation is a secondary investment objective.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I and Class R1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 1,128,768, 10,248, 10,248, 10,343 and 10,293 shares of beneficial interest of Class A, Class B, Class C, Class I and Class R1, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 p.m., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price

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25

or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Fund will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncement

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional

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26

disclosures regarding pricing sources will be required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefit of the Fund and the counterparty.

Foreign currency transactions

The books and records of the Fund are maintained in U.S. Dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.

Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.

The Fund may be subject to capital gains and repatriation taxes imposed by certain countries in which it invests. Such taxes are generally based upon income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized appreciation.

The Fund may invest in securities of issuers based in countries with emerging markets or economies and may, therefore, be subject to greater market risk than Funds that invest principally in securities of issuers in more developed countries. Emerging markets securities may be more volatile and less liquid than securities of issuers in developed countries and may be subject to substantial currency fluctuations and affected by sudden economic, social and political developments in the emerging market country. The securities markets of emerging countries may have less government regulation and may be subject to less extensive accounting and financial reporting requirements than the securities markets of more developed countries. Emerging market countries may have currency controls or restrictions which may prevent or delay the Fund from taking money out of the country or may impose additional taxes on money removed from the country.

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

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27

transactions are reported on trade date. Interest income is accrued as earned. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $540,402 that are attributable to security transactions incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. The Fund’s federal tax return for this fiscal year remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $1,045,967. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $55,884 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to foreign currency transactions.

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3. Investment advisory and
other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.950% of the first $500,000,000 of the Fund’s daily net assets; (b) 0.925% of the next $500,000,000 of the Fund’s daily net assets; and (c) 0.900% of the Fund’s daily net assets in excess of $1,000,000,000. The Adviser has a subadvisory agreement with Epoch Investment Partners, Inc. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.95% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.10% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

Additionally, the Adviser had a voluntary advisory fee waiver of 0.45% in effect from March 1, 2007 to May 31, 2007.

Finally, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.55% for Class A shares, 2.25% for Class B, 2.25% for Class C, 1.10% for Class I and 1.60% for Class R1. Accordingly, the expense reductions or reimbursements related to this agreement were $83,352, $15,148, $21,130, $22,142 and $15,278 for Class A, Class B, Class C, Class I and Class R1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will co ntinue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $9,126 with an annual effective rate of 0.03% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C and Class R1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00% and 0.50% of average daily net asset value of Class A, Class B, Class C and Class R1, respectively. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of Financial

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Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. The Service Plan fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.15% of the Class R1 average daily net assets.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $221,015 with regard to sales of Class A shares. Of this amount, $35,356 was retained and used for printing prospectuses, advertising, sales literature and other purposes; $184,744 was paid as sales commissions to unrelated broker-dealers; and $915 was paid as sales commissions to sales personnel of Signator Investors, Inc. (Signator Investors), a related broker-dealer, an indirect subsidiary of MFC.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $1,410 for Class B shares and $2,013 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $152.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $560 for transfer agent credits earned.

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Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and Transfer Blue Printing and
Share class service fees agent fees sky fees postage fees
Class A $74,931 $24,181 $13,646 $8,978
Class B 9,128 1,877 12,572 195
Class C 27,576 5,641 13,228 812
Class I — 1,091 16,329 729
Class R1 689 206 14,796 89
Total $112,324 $32,996 $70,571 $10,803

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the year ended February 29, 2008, were as follows:

  Year ended 2-29-08
  Shares Amount
Class A shares    
Sold 3,579,005 $36,990,887
Distributions reinvested 74,870 786,460
Repurchased (778,581) (8,201,185)
Net increase (decrease) 2,875,294 $29,576,162
 
Class B shares    
Sold 152,636 $1,617,383
Distributions reinvested 2,550 26,721
Repurchased (22,055) (222,085)
Net increase (decrease) 133,131 $1,422,019
 
Class C shares    
Sold 545,185 $5,766,651
Distributions reinvested 7,254 75,951
Repurchased (70,535) (720,096)
Net increase (decrease) 481,904 $5,122,506
 
Class I shares    
Sold 373,901 $3,986,954
Distributions reinvested 2,569 26,908
Repurchased (58,546) (611,454)
Net increase (decrease) 317,924 $3,402,408
 
Class R1 shares    
Sold 10,000 $100,000
Distributions reinvested 293 3,078
Net increase (decrease) 10,293 $103,078
 
Net increase (decrease) 3,818,546 $39,626,173

7. Purchases and sales of securities

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $43,551,383 and $6,978,600, respectively.

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Global Shareholder Yield Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Global Shareholder Yield Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for the period March 1, 2007 (commencement of operations), through February 29, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Account ing Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 100.00% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees

Name, Year of Birth   Number of John
Position(s) held with Fund Trustee Hancock Funds
Principal occupation(s) and other of Fund overseen by
directorships during past 5 years since 1 Trustee
 
James F. Carlin, Born: 1940 2007 55
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995);
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee,
Massachusetts Health and Education Tax Exempt Trust (1993–2003) .    
 
William H. Cunningham, Born: 1944 2007 55
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007);
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc.
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance)
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000),
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001);
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003) .  
 
Charles L. Ladner, 2 Born: 1938 2007 55
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L. P. (gas distribution)
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005) .
 
John A. Moore, 2 Born: 1939 2007 55
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution)
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research)
(until 2007) .    

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35

Independent Trustees (continued)

Name, Year of Birth   Number of John
Position(s) held with Fund Trustee Hancock Funds
Principal occupation(s) and other of Fund overseen by
directorships during past 5 years since 1 Trustee
 
Patti McGill Peterson, 2 Born: 1943 2007 55
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for
International Exchange of Scholars and Vice President, Institute of International Education (until 2007);
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational
Exchange (since 2003) .    
 
Steven R. Pruchansky, Born: 1944 2007 55
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty
Trust (until 1994); President, Maxwell Building Corp. (until 1991) .    

Non-Independent Trustees 3

 
Name, Year of Birth   Number of John
Position(s) held with Fund Trustee Hancock Funds
Principal occupation(s) and other of Fund overseen by
directorships during past 5 years since 1 Trustee
 
James R. Boyle, Born: 1959 2007 265
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005);
Senior Vice President, The Manufacturers Life Insurance Company (U.S. A. ) (until 2004) .  

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Principal officers who are not Trustees

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
Keith F. Hartstein, Born: 1956 2007
President and Chief Executive Officer  
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief  
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director,
MFC Global Investment Management (U.S. ), LLC (MFC Global (U.S. )) (since 2005); Director, John  
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director,
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC
Global (U.S. ) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005) .  
 
Thomas M. Kinzler, Born: 1955 2007
Secretary and Chief Legal Officer  
Vice President and Counsel, John Hancock Life Insurance Company (U.S. A. ) (since 2006); Secretary and
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel,
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier
Funds (2004–2006) .  
 
Francis V. Knox, Jr. , Born: 1947 2007
Chief Compliance Officer  
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC,
the Adviser and MFC Global (U.S. ) (since 2005); Vice President and Chief Compliance Officer, John
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005);
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics &
Compliance Officer, Fidelity Investments (until 2001) .  
 
Charles A. Rizzo, Born: 1957 2007
Chief Financial Officer  
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis-
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007);
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);  
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002) .
 
Gordon M. Shone, Born: 1956 2007
Treasurer  
Senior Vice President, John Hancock Life Insurance Company (U.S. A. ) (since 2001); Treasurer, John
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President,
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The
Manufacturers Life Insurance Company (U.S. A. ) (1998–2000) .  

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37

Principal officers who are not Trustees (continued)

 
Name, Year of Birth  
Position(s) held with Fund Officer
Principal occupation(s) and other of Fund
directorships during past 5 years since
 
John G. Vrysen, Born: 1955 2007
Chief Operating Officer  
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since  
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment  
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds,
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director,
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC
Global (U.S. ) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005);
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed  
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan
(2000–2004) .  

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone On the Fund’s Web site On the SEC’s Web site
1-800-225-5291 www. jhfunds. com/proxy www. sec. gov
Investment adviser Custodian Legal counsel
John Hancock Investment State Street Bank & Trust Co. Kirkpatrick & Lockhart
Management Services, LLC 2 Avenue de Lafayette Preston Gates Ellis LLP
601 Congress Street Boston, MA 02111 One Lincoln Street
Boston, MA 02210-2805 Boston, MA 02111-2950
Transfer agent
Subadviser John Hancock Signature Independent registered
Epoch Investment Partners, Inc. Services, Inc. public accounting firm
640 Fifth Avenue, 18th Floor P. O. Box 9510 PricewaterhouseCoopers LLP
New York, NY 10019 Portsmouth, NH 03802-9510 125 High Street
  Boston, MA 02110
Principal distributor  
John Hancock Funds, LLC    
601 Congress Street    
Boston, MA 02210-2805    

How to contact us  
 
Internet www. jhfunds.com  
 
Mail Regular mail: Express mail:
  John Hancock Signature John Hancock Signature
  Services, Inc. Services, Inc.
  P. O. Box 9510 Mutual Fund Image Operations
  Portsmouth, NH 03802-9510 164 Corporate Drive
    Portsmouth, NH 03801
 
Phone Customer service representatives 1-800-225-5291
  EASI-Line 1-800-338-8080
  TDD line 1-800-554-6713

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

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39


1-800-225-5291
1-800-554-6713 TDD
1-800-338-8080 EASI-Line
www. jhfunds.com

Now available: electronic delivery
www. jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Global Shareholder Yield Fund. 3200A    2/08
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.   4/08


Discussion of Fund performance

By Pzena Investment Management, LLC

Market environment

U.S. stocks declined during the 12-month period ended February 29, 2008. The market rallied in the first four months of the period, but a meltdown in the subprime mortgage industry, a credit crunch in the financial sector and a slowing U.S. economy led to a sharp increase in volatility and a stock market decline over the last few months.

As growth stocks outperformed value over the past year, the valuation spread between the overall market and its most undervalued segment widened dramatically after several years at very narrow levels. In fact, we have seen large-cap valuation spreads this wide only five times in the last 40 years.

“U.S. stocks declined during the
12-month period ended
February 29, 2008.”

Fund performance

For the year ended February 29, 2008, John Hancock Classic Value Mega Cap Fund’s Class A, Class B, Class C, Class I and Class R1 shares posted total returns of –21.28%, –21.85%, –21.75%, –20.87% and –21.46%, respectively, at net asset value. The Fund trailed both the –7.91% return of the Russell 1000 Value Index and the –6.64% return of the average large value fund, according to Morningstar, Inc.

Portfolio review

The John Hancock Classic Value Mega Cap Fund lagged its benchmark index and peer group average during the period, with most of the underperformance occurring over the last eight months. The recent decline in financial stocks, which comprised the portfolio’s largest sector weighting, had the biggest negative impact on performance. Government-sponsored mortgage enterprises Fannie Mae and Freddie Mac, as well as diversified financial services provider Citigroup, Inc., were the most significant detractors. Outside of financials, telecommunications equipment maker Alcatel-Lucent was the weakest performer.

On the positive side, discount retailer Wal-Mart Stores, Inc. and defense contractor Northrop Grumman Corp. were among the best performance contributors. Railroad operator Union Pacific and software makers Microsoft Corp. and Oracle Corp. also generated solid returns.

This commentary reflects the views of the portfolio managers through the end of the Fund’s period discussed in this report. The managers’ statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

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A look at performance

For the periods ended February 29, 2008

    Average annual returns      Cumulative total returns     
    with maximum sales charge (POP)    with maximum sales charge (POP)     
  Inception        Since        Since 
Class  date  1-year  5-year  10-year   inception  1-year  5-year  10-year   inception 
A  3-1-07  –25.24%  —  —  –25.24%  –25.24%  —  —  –25.24% 
 
B  3-1-07  –25.65  —  —  –25.65  –25.65  —  —  –25.65 
 
C  3-1-07  –22.51  —  —  –22.51  –22.51  —  —  –22.51 
 
I1  3-1-07  –20.87  —  —  –20.87  –20.87  —  —  –20.87 
 
R11  3-1-07    –21.46  —  —  –21.46  –21.46  —  —  –21.46 

Performance figures assume all distributions are reinvested. Public offering price (POP) figures reflect maximum sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The Class B shares' CDSC declines annually between years 1 to 6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I and Class R1 shares.

The expense ratios of the Fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectuses for the Fund and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. The waivers and expense limitations are contractual at least until 2-29-08. The net expenses are as follows: Class A — 1.37%, Class B — 2.12%, Class C — 2.12%, Class I — 0.97%, Class R1 — 1.72% . Had the fee waivers and expense limitations not been in place, the gross expenses would be as follows: Class A — 1.42%, Class B — 2.40%, Class C — 2.23%, Class I — 1.08%, Class R1 — 2.35% .

The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

The Fund's performance results reflect any applicable expense reductions, without which the expenses increase and results would have been less favorable.

Performance is calculated with an opening price (prior day's close) on the inception date.

1 For certain types of investors as described in the Fund's Class I and Class R1 share prospectuses.

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A look at performance

Growth of $10,000

This chart shows what happened to a hypothetical $10,000 investment in Classic Value Mega Cap Fund Class A shares for the period indicated. For comparison, we've shown the same investment in two separate indexes.


    Without sales  With maximum     
Class  Period beginning  charge  sales charge  Index 1  Index 2 
B  3-1-07  $7,815  $7,435  $9,209  $9,373 
C  3-1-07  7,825  7,749  9,209  9,373 
I2  3-1-07  7,913  7,913  9,209  9,373 
R12  3-1-07  7,854  7,854  9,209  9,373 

Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund's Class B, Class C, Class I and Class R1 shares, respectively, as of February 29, 2008. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes.

Russell 1000 Value — Index 1 — is an unmanaged index containing those securities in the Russell 1000 Index with a less-than-average growth orientation.

Russell Top 200 Value — Index 2 — is an unmanaged index which measures the performance of the largest 200 companies within the Russell 3000 Index with a less-than-average growth orientation.

It is not possible to invest directly in an index. Index figures do not reflect sales charges, which would have resulted in lower values if they did.

1 NAV represents net asset value and POP represents public offering price.

2 For certain types of investors as described in the Fund's Class I and Class R1 share prospectuses.

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Your expenses

These examples are intended to help you understand your ongoing operating expenses.

Understanding fund expenses

As a shareholder of the Fund, you incur two types of costs:

■ Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc.

■ Ongoing operating expenses including management fees, distribution and service fees (if applicable), and other fund expenses.

We are going to present only your ongoing operating expenses here.

Actual expenses/actual returns

This example is intended to provide information about your fund’s actual ongoing operating expenses, and is based on your fund’s actual return. It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $795.14  $6.11 
 
Class B  1,000.00  791.76  9.44 
 
Class C  1,000.00  791.99  9.45 
 
Class I  1,000.00  796.84  4.33 
 
Class R1  1,000.00  794.16  6.87 

Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 29, 2008, by $1,000.00, then multiply it by the “expenses paid” for your share class from the table above. For example, for an account value of $8,600.00, the operating expenses should be calculated as follows:


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Your expenses

Hypothetical example for comparison purposes

This table allows you to compare your fund’s ongoing operating expenses with those of any other fund. It provides an example of the Fund’s hypothetical account values and hypothetical expenses based on each class’s actual expense ratio and an assumed 5% annualized return before expenses (which is not your fund’s actual return). It assumes an account value of $1,000.00 on September 1, 2007, with the same investment held until February 29, 2008. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses.

  Account value  Ending value  Expenses paid during 
  on 9-1-07  on 2-29-08  period on 2-29-081 
Class A  $1,000.00  $1,018.05  $6.87 
Class B  1,000.00  1,014.32  10.62 
Class C  1,000.00  1,014.32  10.62 
Class I  1,000.00  1,020.04  4.87 
Class R1  1,000.00  1,017.21  7.72 

Remember, these examples do not include any transaction costs, such as sales charges; therefore, these examples will not help you to determine the relative total costs of owning different funds. If transaction costs were included, your expenses would have been higher. See the prospectus for details regarding transaction costs.

1 Expenses are equal to the Fund's annualized expense ratio of 1.37%, 2.12%, 2.12%, 0.97% and 1.54% for Class A, Class B, Class C, Class I and Class R1, respectively, multiplied by the average account value over the period, multiplied by the number of days in most recent fiscal half year/ 366 (to reflect the one-half year period).

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Portfolio summary

 
Top 10 holdings1       
Alcatel-Lucent  5.0%  Northrop Grumman Corp.  4.1% 
 
Allstate Corp.  4.8%  Bank of America Corp.  4.1% 
 
Citigroup, Inc.  4.5%  Johnson & Johnson  3.9% 
 
Federal Home Loan Mortgage Corp.  4.3%  Federal National Mortgage Association  3.8% 
 
Capital One Financial Corp.  4.2%  Wal-Mart Stores, Inc.  3.6% 
 
 
Sector distribution1       
Financial  44%  Industrial  5% 
Consumer non-cyclical  27%  Technology  3% 
Communications  8%  Utilities  3% 
Consumer cyclical  8%  Energy  2% 

1As a percentage of net assets on February 29, 2008.

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11

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

Fund’s investments

Securities owned by the Fund on 2-29-08

This schedule is divided into two main categories: common stocks and repurchase agreements. Common stocks are further broken down by industry group. Repurchase agreements, which represent the Fund’s cash position, are listed last.

Issuer  Shares  Value 
 
Common stocks 99.69%    $5,344,852 
(Cost $6,792,857)     
 
Aerospace 4.10%    220,108 
Northrop Grumman Corp.  2,800  220,108 
 
Banking 4.08%    218,570 
Bank of America Corp.  5,500  218,570 
 
Biotechnology 2.80%    150,216 
Amgen, Inc. *  3,300  150,216 
 
Cable & Television 2.82%    151,050 
Viacom, Inc., Class B *  3,800  151,050 
 
Cosmetics & Toiletries 2.64%    141,767 
Kimberly-Clark Corp.  2,175  141,767 
 
Electronics 0.50%    26,715 
Tyco Electronics, Ltd.  812  26,715 
 
Energy 3.17%    170,016 
Sempra Energy  3,200  170,016 
 
Financial Services 28.31%    1,517,611 
Capital One Financial Corp.  4,850  223,245 
Citigroup, Inc.  10,125  240,064 
Discover Financial Services  675  10,186 
Federal Home Loan Mortgage Corp.  9,050  227,879 
Federal National Mortgage Association  7,275  201,154 
JP Morgan Chase & Company  4,125  167,681 
Lehman Brothers Holdings, Inc.  2,950  150,420 
Morgan Stanley  4,600  193,752 
Washington Mutual, Inc.  6,975  103,230 
 
Food & Beverages 3.36%    180,007 
Kraft Foods, Inc., Class A  5,775  180,007 
 
Healthcare Products 7.62%    408,499 
Boston Scientific Corp. *  13,200  166,188 
Covidien, Ltd.  812  34,745 
Johnson & Johnson  3,350  207,566 

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

12

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

Issuer  Shares  Value 
 
Healthcare Services 3.31%    $177,420 
Cardinal Health, Inc.  3,000  177,420 
 
Insurance 11.89%    637,477 
ACE, Ltd.  2,600  146,224 
Allstate Corp.  5,425  258,935 
Chubb Corp.  2,275  115,798 
MetLife, Inc.  2,000  116,520 
 
International Oil 1.97%    105,414 
BP PLC, SADR  1,625  105,414 
 
Manufacturing 0.61%    32,529 
Tyco International, Ltd.  812  32,529 
 
Pharmaceuticals 6.69%    358,996 
Bristol-Myers Squibb Company  7,625  172,401 
Pfizer, Inc.  8,375  186,595 
 
Retail Trade 7.63%    408,982 
Home Depot, Inc.  3,875  102,881 
Lowe’s Companies, Inc.  4,650  111,460 
Wal-Mart Stores, Inc.  3,925  194,641 
 
Software 3.24%    173,858 
Microsoft Corp.  3,400  92,548 
Oracle Corp. *  4,325  81,310 
  
Telecommunications Equipment & Services 4.95%    265,617 
Alcatel-Lucent, SADR  45,250  265,617 
    
 
  Principal   
  amount  Value 
Repurchase agreements 1.27%    $68,000 
(Cost $68,000)     
Repurchase Agreement with State Street Corp. dated 2-29-08 at     
2.35% to be repurchased at $68,013 on 3-3-08, collateralized     
by $65,000 Federal National Mortgage Association, 5.50%, due     
7-18-16 (valued at $71,419, including interest)  $68,000  68,000 
Total investments (Cost $6,860,857)† 100.96%    $5,412,852 
 
Liabilities in excess of other assets (0.96%)    ($51,551) 
 
Total net assets 100.00%    $5,361,301 
 

Percentages are stated as a percent of net assets.

SADR Sponsored American Depositary Receipt

* Non-income producing.

† At February 29, 2008, the aggregate cost of investment securities for federal income tax purposes was $6,866,490. Net unrealized depreciation aggregated $1,453,638, of which $44,548 related to appreciated investment securities and $1,498,186 related to depreciated investment securities.

See notes to financial statements

Annual report | Classic Value Mega Cap Fund

13

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 2-29-08

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 and the maximum public offering price per share.

Assets   
Investments, at value (cost $6,792,857)  $5,344,852 
Repurchase agreement, at value (cost $68,000) (Note 2)  68,000 
Total investments, at value (cost $6,860,857)  5,412,852 
Cash  2,961 
Receivable for fund shares sold  48 
Dividends and interest receivable (net of tax)  7,213 
Other assets  2 
 
Total assets  5,423,076 
 
Liabilities   
Payable for fund shares repurchased  7,898 
Payable to affiliates   
Fund administration fees  172 
Transfer agent fees  1,248 
Distribution and service fees  483 
Investment management fees  10,383 
Other payables and accrued expenses  41,591 
 
Total liabilities  61,775 
 
Net assets   
Capital paid-in  $7,080,863 
Undistributed net investment income  7,815 
Accumulated undistributed net realized gain (loss) on investments  (279,372) 
Net unrealized appreciation (depreciation) on investments  (1,448,005) 
 
Net assets  $5,361,301 

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

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

Statement of assets and liabilities continued

Net asset value per share   
The Fund has an unlimited number of shares authorized with no par value.   
Net asset value is calculated by dividing the net assets of each class of   
shares by the number of outstanding shares in the class.   
Class A   
Net assets  $4,541,673 
Shares outstanding  597,282 
Net asset value and redemption price per share  $7.60 
Class B1   
Net assets  $145,430 
Shares outstanding  19,125 
Net asset value and offering price per share  $7.60 
Class C1   
Net assets  $459,587 
Shares outstanding  60,407 
Net asset value and offering price per share  $7.61 
Class I   
Net assets  $130,852 
Shares outstanding  17,199 
Net asset value, and offering price per share  $7.61 
Class R1   
Net assets  $83,759 
Shares outstanding  11,032 
Net asset value, offering price and redemption price per share  $7.59 
  
Maximum public offering price per share   
Class A (net asset value per share ÷ 95%)2  $8.00 

1 Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

2 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced.

See notes to financial statements

Annual report | Classic Value Mega Cap Fund

15

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

Statement of operations For the year ended 2-29-08

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  $147,749 
Interest  14,576 
Less foreign taxes withheld  (615) 
 
Total investment income  161,710 
  
Expenses   
Investment management fees (Note 3)  50,592 
Distribution and service fees (Note 3)  18,695 
Transfer agent fees (Note 3)  6,350 
Fund administration fees (Note 3)  2,129 
Blue sky fees (Note 3)  64,675 
Audit and legal fees  34,358 
Printing and postage fees (Note 3)  4,372 
Custodian fees  14,178 
Trustees’ fees (Note 4)  215 
Registration and filing fees  10,606 
Miscellaneous  95 
 
Total expenses  206,265 
Less expense reductions (Note 3)  (121,245) 
  
Net expenses  85,020 
 
Net investment income  76,690 
    
Realized and unrealized gain (loss)   
 
Net realized gain (loss) on investments in unaffiliated issuers  (144,795) 
  (144,795) 
Change in net unrealized appreciation (depreciation) of   
investments in unaffiliated issuers  (1,448,005) 
  (1,448,005) 
Net realized and unrealized gain (loss)  (1,592,800) 
Increase (decrease) in net assets from operations  ($1,516,110) 

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

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

Statement of changes in net assets

This Statement of Changes in Net Assets show how the value of the Fund’s net assets has changed since inception. The difference reflects earnings less expenses, any investment gains and losses, distributions, if any, paid to shareholders and the net of Fund share transactions.

  Year 
  ended 
  2-29-08 
Increase (decrease) in net assets   
From operations   
Net investment income  $76,690 
Net realized gain (loss)  (144,795) 
Change in net unrealized appreciation (depreciation)  (1,448,005) 
 
Increase (decrease) in net assets resulting from operations  (1,516,110) 
 
Distributions to shareholders   
From net investment income   
Class A  (65,289) 
Class B  (691) 
Class C  (2,761) 
Class I  (2,886) 
Class R1  (1,138) 
From net realized gain   
Class A  (114,341) 
Class B  (2,856) 
Class C  (11,361) 
Class I  (3,867) 
Class R1  (2,159) 
Total distributions  (207,349) 
From Fund share transactions (Note 6)  7,084,760 
 
Total increase (decrease)  5,361,301 
 
Net assets   
Beginning of year  — 
End of year  $5,361,301 
Undistributed net investment income  $7,815 

See notes to financial statements

Annual report | Classic Value Mega Cap Fund

17

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

Financial highlights

The Financial Highlights show how the Fund’s net asset value for a share has changed since inception.

CLASS A SHARES   
 
Period ended  2-29-081 
 
Per share operating performance   
Net asset value, beginning of period  $10.00 
Net investment income2  0.13 
Net realized and unrealized gain   
(loss) on investments  (2.23) 
Total from investment operations  (2.10) 
Less distributions   
From net investment income  (0.11) 
From net realized gain  (0.19) 
  (0.30) 
Net asset value, end of period  $7.60 
Total return3,4 (%)  (21.28) 
  
Ratios and supplemental data   
Net assets, end of period (in millions)  $5 
Ratios (as a percentage of average net assets):   
Expenses before reductions  2.52 
Expenses net of fee waivers, if any  1.37 
Expenses net of all fee waivers and credits  1.37 
Net investment income  1.34 
Portfolio turnover (%)  38 

1 Class A shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

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

Financial highlights

CLASS B SHARES   
 
Period ended  2-29-081 
 
Per share operating performance   
Net asset value, beginning of period  $10.00 
Net investment income2  0.05 
Net realized and unrealized gain   
(loss) on investments  (2.21) 
Total from investment operations  (2.16) 
Less distributions   
From net investment income  (0.05) 
From net realized gain  (0.19) 
  (0.24) 
Net asset value, end of period  $7.60 
Total return3,4 (%)  (21.85) 
  
Ratios and supplemental data   
 
Net assets, end of period (in millions)  — 5 
Ratios (as a percentage of average net assets):   
Expenses before reductions  11.98 
Expenses net of fee waivers, if any  2.12 
Expenses net of all fee waivers and credits  2.12 
Net investment income  0.58 
Portfolio turnover (%)  38 

1 Class B shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

5 Less than $500,000.

See notes to financial statements

Annual report | Classic Value Mega Cap Fund

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

Financial highlights

CLASS C SHARES   
 
Period ended  2-29-081 
 
Per share operating performance   
Net asset value, beginning of period  $10.00 
Net investment income2  0.06 
Net realized and unrealized gain   
(loss) on investments  (2.21) 
Total from investment operations  (2.15) 
Less distributions   
From net investment income  (0.05) 
From net realized gain  (0.19) 
  (0.24) 
Net asset value, end of period  $7.61 
Total return3,4 (%)  (21.75) 
   
Ratios and supplemental data   
Net assets, end of period (in millions)  — 5 
Ratios (as a percentage of average net assets):   
Expenses before reductions  6.38 
Expenses net of fee waivers, if any  2.12 
Expenses net of all fee waivers and credits  2.12 
Net investment income  0.68 
Portfolio turnover (%)  38 

1 Class C shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

5 Less than $500,000.

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

20

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

Financial highlights

CLASS I SHARES   
 
Period ended  2-29-081 
 
Per share operating performance   
Net asset value, beginning of period  $10.00 
Net investment income2  0.17 
Net realized and unrealized gain   
(loss) on investments  (2.23) 
Total from investment operations  (2.06) 
Less distributions   
From net investment income  (0.14) 
From net realized gain  (0.19) 
  (0.33) 
Net asset value, end of period  $7.61 
Total return3,4 (%)  (20.87) 
  
Ratios and supplemental data   
Net assets, end of period (in millions)  — 5 
Ratios (as a percentage of average net assets):   
Expenses before reductions  13.02 
Expenses net of fee waivers, if any  0.97 
Expenses net of all fee waivers and credits  0.97 
Net investment income  1.80 
Portfolio turnover (%)  38 

1 Class I shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

5 Less than $500,000.

See notes to financial statements

Annual report | Classic Value Mega Cap Fund

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

Financial highlights

CLASS R1 SHARES   
 
Period ended  2-29-081 
 
Per share operating performance   
Net asset value, beginning of period  $10.00 
Net investment income2  0.11 
Net realized and unrealized gain   
(loss) on investments  (2.23) 
Total from investment operations  (2.12) 
Less distributions   
From net investment income  (0.10) 
From net realized gain  (0.19) 
  (0.29) 
Net asset value, end of period  $7.59 
Total return3,4 (%)  (21.46) 
  
Ratios and supplemental data   
Net assets, end of period (in millions)  — 5 
Ratios (as a percentage of average net assets):   
Expenses before reductions  13.76 
Expenses net of fee waivers, if any  1.65 
Expenses net of all fee waivers and credits  1.64 
Net investment income  1.08 
Portfolio turnover (%)  38 

1 Class R1 shares began operations on 3-1-07.

2 Based on the average of the shares outstanding.

3 Assumes dividend reinvestment.

4 Total returns would have been lower had certain expenses not been reduced during the period shown.

5 Less than $500,000.

See notes to financial statements

Classic Value Mega Cap Fund | Annual report

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Notes to financial statements

1. Organization

John Hancock Classic Value Mega Cap Fund (the Fund) is a non-diversified series of John Hancock Funds III (the Trust). The Trust was established as a Massachusetts business trust on June 9, 2005. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end investment management company. The investment objective of the Fund is to seek long-term growth of capital.

John Hancock Life Insurance Company of New York (John Hancock New York) is a wholly owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (John Hancock USA). John Hancock USA and John Hancock New York are indirect wholly owned subsidiaries of The Manufacturers Life Insurance Company (Manulife), which in turn is a wholly owned subsidiary of Manulife Financial Corporation (MFC), a publicly traded company. MFC and its subsidiaries are known collectively as “Manulife Financial.”

John Hancock Investment Management Services, LLC (the Adviser), a Delaware limited liability company controlled by John Hancock USA, serves as investment adviser for the Trust and John Hancock Funds, LLC (the Distributor), a Delaware limited liability company, an affiliate of the Adviser, serves as principal underwriter.

The Board of Trustees have authorized the issuance of multiple classes of shares of the Fund, including classes designated as Class A, Class B, Class C, Class I and Class R1 shares. Class A, Class B and Class C shares are open to all retail investors. Class I shares are offered without any sales charge to various institutional and certain individual investors. Class R1 shares are available only to certain retirement plans. The shares of each class represent an interest in the same portfolio of investments of the Fund, and have equal rights as to voting,  redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Board of Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission (SEC) and the Internal Revenue Service. Shareholders of a class that bear distribution and service expenses under the terms of a distrib ution plan have exclusive voting rights to that distribution plan. Class B shares will convert to Class A shares eight years after purchase.

The Adviser and other affiliates of John Hancock USA owned 476,456, 10,283, 10,282, 10,398 and 10,348 shares of beneficial interest of Class A, Class B, Class C, Class I and Class R1, respectively, on February 29, 2008.

2. Significant accounting policies

In the preparation of the financial statements, the Fund follows the policies described below. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results may differ from these estimates.

Security valuation

The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred)

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23

as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. 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. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take 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.

Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of 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. The values of such securities used in computing the net asset value of a Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.

In deciding whether to make a fair value adjustment to the price of a security, the Board of Trustees or their designee may review a variety of factors, including developments in foreign markets, the performance of U.S. securities markets and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, for example, when a particular foreign market is closed, but the Fund is calculating the net asset value. In view of these factors, it is likely that Funds investing significant amounts  of assets in securities in foreign markets will be fair valued more frequently than Funds investing significant amounts of assets in frequently traded, U.S. exchange listed securities of large-capitalization U.S. issuers.

For purposes of determining when fair value adjustments may be appropriate with respect to Funds that invest in securities in foreign markets that close prior to the NYSE, the Fund will, on an ongoing basis, monitor for “significant market events.” A significant market event may be a certain percentage change in the value of an index or of certain Exchange Traded Funds that track foreign markets in which Funds have significant investments. If a significant market event occurs due to a change in the value of the index or of Exchange Traded Funds, the pricing for the Fund will promptly be reviewed and potential adjustments to the net asset value of the Fund will be recommended to the Trust’s Pricing Committee when applicable.

Fair value pricing of securities is intended to help ensure that the net asset value of the Fund’s shares reflects the value of the Fund’s securities as of the close of the NYSE (as opposed to a value which is no longer accurate as of such close), thus limiting the opportunity for aggressive traders to purchase shares of the Fund at deflated prices, reflecting stale security valuations, and to promptly sell such shares at a gain. However, a security’s valuation may differ depending on the method used for determining value and no assurance can be given that fair value pricing of securities will successfully eliminate all potential opportunities for such trading gains.

New accounting pronouncement

In September 2006, Financial Accounting Standards Board (FASB) Standard No. 157,  Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. As of February 29, 2008, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements; however, additional disclosures regarding pricing sources will be

Classic Value Mega Cap Fund | Annual report

24

required about the inputs used to develop the measurements of fair value and the related realized and unrealized gain/loss for certain securities valued by significant unobservable market inputs.

Guarantees and indemnifications

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

Repurchase agreements

The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement through its custodian, it receives delivery of securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value is generally at least 102% of the repurchase amount. The Fund will take constructive receipt of all securities underlying the repurchase agreements it has entered into until such agreements expire. If the seller defaults, the Fund would suffer a loss to the extent that proceeds from the sale of underlying securities were less than the repurchase amount. The Fund may enter into repurchase agreements maturing within seven days with domestic dealers, banks or other financial institutions deemed to be creditworthy by the Adviser. Collateral for certain tri-party repurchase agreements is held at the custodian bank in a segregated account for the benefit of the Fund and the counterpa rty.

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. Dividend income and distributions to shareholders are recorded  on the ex-dividend date. Foreign dividends are recorded on the ex-date or when the Fund becomes aware of the dividends from cash collections. Discounts/premiums are accreted/ amortized for financial reporting purposes. Non-cash dividends are recorded at the fair market value of the securities received. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful, based upon consistently applied procedures.

From time to time, the Fund may invest in Real Estate Investment Trusts (REITs) and, as a result, will estimate the components of distributions from these securities. Distributions from REITs received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain.

The Fund uses the specific identification method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

Allocations of income and expenses

All income, expenses (except class-specific expenses), and realized and unrealized gain/ loss are allocated to each class of shares based upon the relative net assets of each class. Dividends to shareholders from net investment income are determined at a class level and distributions from capital gains are determined at a Fund level.

Expenses not directly attributable to the Fund or share classes are allocated based on the relative share of net assets of the Fund or share class at the time the expense was incurred. Class-specific expenses, as detailed in Note 3, are accrued daily and charged directly to the respective share classes.

Federal income taxes

The Fund qualifies as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. Net capital losses of $273,739 that are attributable to security transactions

Annual report | Classic Value Mega Cap Fund

25

incurred after October 31, 2007, are treated as arising on March 1, 2008, the first day of the Fund’s next taxable year.

The Fund has adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), at the beginning of the Fund’s fiscal year. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not have a material impact on the Fund’s financial statements. The Fund’s federal tax return for this fiscal year remains subject to examination by the Internal Revenue Service.

Distribution of income and gains

The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. During the year ended February 29, 2008, the tax character of distributions paid was as follows: ordinary income $207,349. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class.

As of February 29, 2008, the components of distributable earnings on a tax basis included $7,815 of undistributed ordinary income.

Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

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 will reverse in a subsequent period. Permanent book/tax differences are primarily attributable to derivative transactions, foreign currency transactions and investments in passive foreign investment companies.

3. Investment advisory and other agreements

The Trust has entered into an Investment Advisory Agreement with the Adviser. The Adviser is responsible for managing the corporate and business affairs of the Trust and for selecting and compensating subadvisers to handle the investment of the assets of the Fund, subject to the supervision of the Trust’s Board of Trustees. As compensation for its services, the Adviser receives an advisory fee from the Trust. Under the Advisory Agreement, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.85% of the first $2,500,000,000 of the Fund’s daily net assets; (b) 0.825% of the next $2,500,000,000 of the Fund’s daily net assets; and (c) 0.80% of the Fund’s daily net assets in excess of $5,000,000,000. The Adviser has a subadvisory agreement with Pzena Investment Management, LLC. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.85% of the Fund’s average daily net assets.

Expense reimbursements

The Adviser has contractually agreed to reimburse or limit certain Fund level expenses to 0.07% of the Fund’s average annual net assets which are allocated pro rata to all share classes. This agreement excludes taxes, portfolio brokerage commissions, interest, advisory fees, Rule 12b-1 fees, transfer agency fees, blue sky fees, printing and postage and litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded.

In addition, the Adviser has agreed to reimburse or limit certain expenses for each share class. This agreement excludes taxes, portfolio brokerage commissions, interest and litigation and indemnification expenses and other extraordinary expenses not incurred in

Classic Value Mega Cap Fund | Annual report

26

the ordinary course of the Fund’s business. In addition, fees incurred under any agreement or plans of the Fund dealing with services for the shareholders and others with beneficial interest in shares of the Fund, are excluded. The reimbursements and limits are such that these expenses will not exceed 1.37% for Class A shares, 2.12% for Class B, 2.12% for Class C, 0.97% for Class I and 1.47% for Class R1. Accordingly, the expense reductions or reimbursements related to this agreement were $59,539, $12,724, $15,015, $18,023 and $15,667 for Class A, Class B, Class C, Class I and Class R1, respectively for the year ended February 29, 2008. The expense reimbursements and limits will continue in effect until June 30, 2009 and thereafter until terminated by the Adviser on notice to the Trust.

Fund administration fees

Pursuant to the Advisory Agreement, the Fund reimburses the Adviser for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services of the Fund, including the preparation of all tax returns, annual, semiannual and periodic reports to shareholders and the preparation of all regulatory reports. These expenses are allocated based on the relative share of net assets of each class at the time the expense was incurred.

The fund administration fees incurred for the year ended February 29, 2008, were $2,129 with an annual effective rate of 0.04% of the Fund’s average daily net assets.

Distribution and shareholder servicing fees

The Trust has a Distribution Agreement with the Distributor. The Fund has adopted Distribution Plans with respect to Class A, Class B, Class C and Class R1, pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to the Distributor at an annual rate not to exceed 0.30%, 1.00%, 1.00% and 0.50% of average daily net asset value of Class A, Class B, Class C and Class R1, respectively. The Trustees approved distribution and service fee payments of 0.25% of average net assets of Class A. A maximum of 0.25% of such payments may be  service fees, as defined by the Conduct Rules of Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers). Under the Conduct Rules, curtailment of a portion of the Fund’s 12b-1 payments could occur under certain circumstances.

In addition, the Fund has also adopted a Service Plan for Class R1 shares. Under the Service Plan, the Fund may pay up to 0.25% of Class R1 average daily net asset value for certain other services. The Service Plan fees incurred for the year ended February 29, 2008, were equivalent to an annual effective rate of 0.17% of the Class R1 average daily net assets.

Sales charges

Class A shares are assessed up-front sales charges of up to 5.00% of net asset value of such shares. During the year ended February 29, 2008, the Fund was informed that the Distributor received net up-front sales charges of $28,227 with regard to sales of Class A shares. Of this amount, $4,584 was retained and used for printing prospectuses, advertising, sales literature and other purposes and $23,643 was paid as sales commissions to unrelated broker-dealers.

Class B shares that are redeemed within six years of purchase are subject to a contingent deferred sales charge (CDSC) at declining rates, beginning at 5.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Class C shares that are redeemed within one year of purchase are subject to a CDSC at a rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to the Distributor and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the year ended February 29, 2008, CDSCs received by Distributor amounted to $152 for Class B shares and $931 for Class C shares.

Transfer agent fees

The Fund has a Transfer Agency Agreement with John Hancock Signature Services, Inc. (Signature

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27

Services), an indirect subsidiary of MFC. For Class A, Class B, Class C, Class I and Class R1 shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class’ average daily net assets, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses. Expenses not directly attributable to a particular class of shares are aggregated and allocated to each class on the basis of its relative net asset value. The Fund pays a monthly fee which is based on an annual rate of $15.00 for each Class A shareholder account, $17.50 for each Class B shareholder account, $16.50 for each Class C shareholder account and $15.00 for each Class R1 shareholder account.

Signature Services has agreed to limit the transfer agent fees so that such fees do not exceed 0.20% annually of Class A, Class B, Class C, Class I and Class R1 share average daily net assets. This agreement is effective until December 31, 2008. Signature Services reserves the right to terminate this limitation in the future. There were no transfer agent fee reductions for Class A, Class B, Class C, Class I and Class R1 shares, respectively, during the year ended February 29, 2008.

In addition, Signature Services has voluntarily agreed to further limit transfer agent fees for Class R1 shares so that such fees do not exceed 0.05% annually of each class’s average daily net assets. For the year ended February 29, 2008, the transfer agent fees reductions for Class R1 were $198.

In May 2007, the Fund began receiving earnings credits from its transfer agent as a result of uninvested cash balances. These credits are used to reduce a portion of the Fund’s transfer agent fees and out-of-pocket expenses. During the year ended February 29, 2008, the Fund’s transfer agent fees and out-of-pocket expenses were reduced by $79 for transfer agent credits earned.

Class level expenses for the year ended February 29, 2008, were as follows:

  Distribution and  Transfer  Blue  Printing and 
Share class  service fees  agent fees  sky fees  postage fees 
 
Class A  $12,991  $5,023  $11,555  $3,535 
Class B  1,292  264  11,277  195 
Class C  3,532  717  11,277  195 
Class I  —  78  16,329  241 
Class R1  880  268  14,237  206 
Total  $18,695  $6,350  $64,675  $4,372 

4. Trustees’ fees

The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. Total Trustees’ expenses are allocated to the Fund based on its average daily net asset value.

5. Line of credit

The Fund has entered into an agreement which enables them to participate in a $100 million unsecured committed line of credit with State Street Corporation. Borrowings will be made solely to temporarily finance the repurchase of capital shares. Interest is charged to the Fund based on its borrowings at a rate per annum equal to the Federal Funds rate plus 0.50% . In addition, a commitment fee of 0.05% per annum, payable at the end of each calendar  quarter, based on the average daily-unused portion of the line of credit, is charged to the Fund on a prorated basis based on average net assets. Effective October 15, 2007, the commitment fee was changed from 0.07% to 0.05% . For the year ended February 29, 2008, there were no borrowings under the line of credit.

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6. Fund share transactions

Share activities for the Fund for the year ended February 29, 2008, were as follows:

   
  Year ended 2-29-08 
  Shares  Amount 
Class A shares     
Sold  644,426  $6,413,956 
Distributions reinvested  20,663  172,537 
Repurchased  (67,807)  (594,397) 
Net increase (decrease)  597,282  $5,992,096 
 
Class B shares     
Sold  20,319  $195,176 
Distributions reinvested  424  3,547 
Repurchased  (1,618)  (13,795) 
Net increase (decrease)  19,125  $184,928 
 
Class C shares     
Sold  72,248  $710,339 
Distributions reinvested  1,482  12,408 
Repurchased  (13,323)  (110,704) 
Net increase (decrease)  60,407  $612,043 
 
Class I shares     
Sold  20,337  $205,270 
Distributions reinvested  809  6,753 
Repurchased  (3,947)  (30,867) 
Net increase (decrease)  17,199  $181,156 
 
Class R1 shares     
Sold  15,442  $154,310 
Distributions reinvested  362  3,018 
Repurchased  (4,772)  (42,791) 
Net increase (decrease)  11,032  $114,537 
 
Net increase (decrease)  705,045  $7,084,760 
 

7. Purchases and sales of securities 

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended February 29, 2008, aggregated $9,133,373 and $2,195,721, respectively.     

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Auditors’ report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Funds III and Shareholders of John Hancock Classic Value Mega Cap Fund,

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Classic Value Mega Cap Fund (the Fund) at February 29, 2008, and the results of its operations, the changes in its net assets and the financial highlights for the period March 1, 2007 (commencement of operations), through February 29, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of investments at February 29, 2008 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008

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Tax information

Unaudited

For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended February 29, 2008.

With respect to the ordinary dividends paid by the Fund for the fiscal year ended February 29, 2008, 63.16% of the dividends qualifies for the corporate dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003. This amount will be reflected on Form 1099-DIV for the calendar year 2008.

Shareholders will be mailed a 2008 U.S. Treasury Department Form 1099-DIV in January 2009. This will reflect the total of all distributions that are taxable for calendar year 2008.

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Trustees and Officers

This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.

Independent Trustees     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
  
James F. Carlin, Born: 1940  2007  55 
Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. (chemical 
analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); 
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman 
and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); Trustee, 
Massachusetts Health and Education Tax Exempt Trust (1993–2003).     
 
William H. Cunningham, Born: 1944  2007  55 
Professor, University of Texas at Austin (since 1971); former Chancellor, University of Texas System and 
former President, University of Texas at Austin (until 2001); Chairman and Chief Executive Officer, IBT 
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); 
Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. 
(electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle 
Foods Corporation (until 2003), rateGenius (until 2003), Lincoln National Corporation (insurance) 
(since 2006), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New 
Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com 
(until 2001), Agile Ventures (until 2001), AskRed.com (until 2001), Southwest Airlines (since 2000), 
Introgen (manufacturer of biopharmaceuticals) (since 2000) and Viasystems Group, Inc. (electronic 
manufacturer) (until 2003); Advisory Director, Interactive Bridge, Inc. (college fundraising) (until 2001); 
Advisory Director, Q Investments (until 2003); Advisory Director, JPMorgan Chase Bank (formerly Texas 
Commerce Bank–Austin), LIN Television (until 2008), WilTel Communications (until 2003) and Hayes 
Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003).   
 
Charles L. Ladner,2 Born: 1938  2007  55 
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President 
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice 
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) 
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2005). 
 
John A. Moore,2 Born: 1939  2007  55 
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) 
(until 2001); Senior Scientist, Sciences International (health research) (until 2003); Former Assistant 
Administrator and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse 
(consulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) 
(until 2007).     

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Independent Trustees (continued)     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
  
Patti McGill Peterson,2 Born: 1943  2007  55 
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for 
International Exchange of Scholars and Vice President, Institute of International Education (until 2007); 
Senior Fellow, Cornell Institute of Public Affairs, Cornell University, Ithaca, NY (until 1998); Former 
President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; Director, Niagara 
Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program 
(since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational 
Exchange (since 2003).     
 
Steven R. Pruchansky, Born: 1944  2007  55 
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and 
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real 
estate) (since 2000); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty 
Trust (until 1994); President, Maxwell Building Corp. (until 1991).     
 
Non-Independent Trustees3     
 
Name, Year of Birth    Number of 
Position(s) held with Fund  Trustee  John Hancock 
Principal occupation(s) and other  of Fund  funds overseen 
directorships during past 5 years  since1  by Trustee 
  
James R. Boyle, Born: 1959  2007  265 
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable 
Life Insurance Company (since March 2007); Executive Vice President, John Hancock Life Insurance 
Company (since 2004); Chairman and Director, John Hancock Advisers, LLC (the Adviser), John Hancock 
Funds, LLC and The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) (since 2005); 
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004).   

Annual report | Classic Value Mega Cap Fund

Principal officers who are not Trustees   
 
Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
   
Keith F. Hartstein, Born: 1956  2007 
President and Chief Executive Officer   
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief   
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, 
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John   
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock 
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock 
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, 
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company 
Institute Sales Force Marketing Committee (since 2003); President and Chief Executive Officer, MFC 
Global (U.S.) (2005–2006); Executive Vice President, John Hancock Funds, LLC (until 2005).   
 
Thomas M. Kinzler, Born: 1955  2007 
Secretary and Chief Legal Officer   
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and 
Chief Legal Officer, John Hancock Funds and John Hancock Funds II (since 2006); Chief Legal Officer 
and Assistant Secretary, John Hancock Trust (since 2006); Vice President and Associate General Counsel, 
Massachusetts Mutual Life Insurance Company (1999–2006); Secretary and Chief Legal Counsel, MML 
Series Investment Fund (2000–2006); Secretary and Chief Legal Counsel, MassMutual Institutional Funds 
(2000–2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier 
Funds (2004–2006).   
 
Francis V. Knox, Jr., Born: 1947  2007 
Chief Compliance Officer   
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, 
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John 
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); 
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & 
Compliance Officer, Fidelity Investments (until 2001).   
 
Charles A. Rizzo, Born: 1957  2007 
Chief Financial Officer   
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- 
tered investment companies) (2005–June 2007); Vice President, Goldman Sachs (2005–June 2007); 
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003–2005);   
Director, Tax and Financial Reporting, Deutsche Asset Management (2002–2003); Vice President and 
Treasurer, Deutsche Global Fund Services (Deutsche Registered Investment Companies) (1999–2002). 
 
Gordon M. Shone, Born: 1956  2007 
Treasurer   
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, John 
Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John Hancock Trust 
(since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003–2005); Vice President, 
John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The 
Manufacturers Life Insurance Company (U.S.A.) (1998–2000).   

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Principal officers who are not Trustees (continued)

Name, Year of Birth   
Position(s) held with Fund  Officer 
Principal occupation(s) and other  of Fund 
directorships during past 5 years  since 
   
John G. Vrysen, Born: 1955  2007 
Chief Operating Officer   
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President 
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since   
June 2007); Executive Vice President and Chief Operating Officer, John Hancock Investment   
Management Services, LLC (since December 2007); Chief Operating Officer, John Hancock Funds, 
John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since June 2007); Director, 
Executive Vice President and Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock 
Funds, LLC (2005–2007); Executive Vice President and Chief Financial Officer, John Hancock Investment 
Management Services, LLC (2005–2007); Executive Vice President and Chief Financial Officer, MFC 
Global (U.S.) (2005 until August 2007); Director, John Hancock Signature Services, Inc. (since 2005); 
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John 
Hancock Trust (2005 until June 2007); Vice President and General Manager, John Hancock Fixed   
Annuities, U.S. Wealth Management (2004–2005); Vice President, Operations, Manulife Wood Logan 
(2000–2004).   

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.

2 Member of Audit and Compliance Committee.

3 Non-Independent Trustee holds positions with the Fund’s investment adviser, underwriter and certain other affiliates.

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35

For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 
 
Investment adviser  Custodian  Legal counsel 
John Hancock Investment  State Street Bank & Trust Co.  Kirkpatrick & Lockhart 
Management Services, LLC  2 Avenue de Lafayette  Preston Gates Ellis LLP 
601 Congress Street  Boston, MA 02111  One Lincoln Street 
Boston, MA 02210-2805  Boston, MA 02111-2950 
Transfer agent 
Subadviser  John Hancock Signature  Independent registered 
Pzena Investment  Services, Inc.  public accounting firm 
Management, LLC  P.O. Box 9510  PricewaterhouseCoopers LLP 
120 West 45th Street,  Portsmouth, NH 03802-9510  125 High Street 
20th Floor    Boston, MA 02110 
New York, NY 10036     
  
Principal distributor     
John Hancock Funds, LLC     
601 Congress Street     
Boston, MA 02210-2805     

How to contact us   
 
Internet  www.jhfunds.com   
 
Mail  Regular mail:  Express mail: 
  John Hancock Signature  John Hancock Signature 
  Services, Inc.  Services, Inc. 
  P.O. Box 9510  Mutual Fund Image Operations 
  Portsmouth, NH 03802-9510  164 Corporate Drive 
    Portsmouth, NH 03801 
 
Phone  Customer service representatives  1-800-225-5291 
  EASI-Line  1-800-338-8080 
  TDD line  1-800-554-6713 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC’s Web site, www.sec.gov.

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1-800-225-5291
1-800-554-6713 (TDD)
1-800-338-8080 EASI-Line
www.jhfunds.com

Now available: electronic delivery

www.jhfunds.com/edelivery

This report is for the information of the shareholders of John Hancock Classic Value Mega Cap Fund.  3220A  2/08 
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.    4/08 

ITEM 2. CODE OF ETHICS.

As of the end of the period, February 29, 2008, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer and Chief Financial Officer (respectively, the principal executive officer, the principal financial officer, the “Covered Officers”). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Trustees of the Registrant has determined that it has one “audit committee financial expert” as that term is defined in Item 3(b) of Form N-CSR: Charles L. Ladner who is “independent” as that term is defined in Item 3(a) (2) of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees
The aggregate fees billed for professional services rendered by the principal accountant, PricewaterhouseCoopers LLP (“PWC”) for the audits of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements amounted to $254,400 for the fiscal year ended February 29, 2008 (broken out as follows: John Hancock Classic Mega Cap Fund (commenced operations March 1, 2007) - $24,680, John Hancock Global Shareholder Yield Fund (commenced operations March 1, 2007) - $24,680, John Hancock Intrinsic Value Fund - $24,680, John Hancock Growth Opportunities Fund - $27,410, John Hancock Growth Fund $24,680, John Hancock International Growth Fund - $27,410, John Hancock Value Opportunities Fund - $24,680, John Hancock U.S. Core Fund - $24,680, John Hancock International Core Fund - $28,510 and John Hancock International Allocation Fund - $22,990) and $168,778 for the fisc al year ended February 28, 2007 (broken out as follows: John Hancock Intrinsic Value Fund - $19,913, John Hancock Growth Opportunities Fund - $19,913, John Hancock Growth Fund - $19,113, John Hancock International Growth Fund - $23,354, John Hancock Value Opportunities Fund - $19,913, John Hancock U.S. Core Fund - $19,113, John Hancock International Core Fund - $23,354 and John Hancock International Allocation Portfolio - $24,105).

(b) Audit-Related Services
Audit-related fees for assurance and related services by PWC amounted to $4,992 for the fiscal year ended February 29, 2008 for the 17f-2 count for the John Hancock International Allocation Fund and $34,744 for the fiscal year ended February 28, 2007 for out-of-pocket expenses (broken out as follows: John Hancock Intrinsic Value Fund - $4,343, John Hancock Growth Opportunities Fund - $4,343, John Hancock Growth Fund - $4,343, John Hancock International Growth Fund - $4,343, John Hancock Value Opportunities Fund - $4,343, John Hancock U.S. Core Fund - $4,343, John Hancock International Core Fund - $4,343 and John Hancock International Allocation Portfolio - $4,343) billed to the registrant or to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ong oing services to the registrant ("control affiliates"). The nature of the services comprising the out-of-pocket expenses was testing conversion of accounting records from one service provider to another involving multiple service providers in the registrant’s initial year.

(c) Tax Fees
The aggregate fees billed for professional services rendered by PWC for the tax compliance, tax advice and tax planning (“tax fees”) amounted to $74,200 for the fiscal year ended February 29, 2008 (broken out as follows: John Hancock Classic Mega Cap Fund - $7,360, John Hancock Global Shareholder Yield Fund - $7,360, John Hancock Intrinsic Value Fund - $7,360, John Hancock Growth Opportunities - $7,620, John Hancock Growth Fund - $7,360, John Hancock

International Growth Fund - $7,620, John Hancock Value Opportunities Fund - $7,360, John Hancock U.S. Core Fund - $7,360, John Hancock International Core Fund - $7,820 and John Hancock International Allocation Portfolio - $6,980) and $59,360 for the fiscal year ended February 28. 2007 (broken out as follows: John Hancock Intrinsic Value Fund - $7,420, John Hancock Growth Opportunities Fund - $7,420, John Hancock Growth Fund - $7,420, John Hancock International Growth Fund - $7,420, John Hancock Value Opportunities Fund - $7,420, John Hancock U.S. Core Fund - $7,420, John Hancock International Core Fund - $7,420 and John Hancock International Allocation Portfolio - $7,420). The nature of the services comprising the tax fees was the review of the registrant’s income and excise tax returns and tax distribution requirements.

(d) All Other Fees
There were no other fees for the fiscal year ended February 29, 2008. Other fees for the fiscal year ended February 28, 2007 amounted to $103,560 for review of merger activity; Growth Opportunities Fund - $45,280 and International Core Fund - $45,280 and $13,000 for the seed audit, billed to the registrant or to the control affiliates.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm (the “Auditor”) relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of audit-related and non-audit services by the Auditor. The policies and procedures require that any audit-related and non-audit service provided by the Auditor and any non-audit service provided by the Auditor to a fund service provider that relates directly to the operations and financial reporting of a fund are subject to approval by the Audit Committee before such service is provided. Audit-related services provided by the Auditor that are expected to exceed $50,000 per year/per fund are subject to specific pre-approval by the Audit Committee. Tax services provided by the Auditor that are expected to exceed $50,000 per year/per fund are subject to specific pre-approval by the Audit Committee. Other services provided by the Auditor that are expected to exceed $10,000 per year/per fund are subject to specific pre - -approval by the Audit Committee.

All audit services, as well as the audit-related and non-audit services that are expected to exceed the amounts stated above, must be approved in advance of provision of the service by formal resolution of the Audit Committee. At the regularly scheduled Audit Committee meetings, the Committee reviews a report summarizing the services, including fees, provided by the Auditor.

(e)(2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees, Tax Fees and All Other Fees: There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

(f) According to PWC for the Reporting Period, the percentage of hours spent on the audit of the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons who were not full-time, permanent employees of principal accountant was less than 50%.

(g) The aggregate non-audit fees billed by PWC for non-audit services rendered to the registrant and rendered to the registrant's control affiliates for the fiscal year ended February 29, 2008 were $1,509,733 and for the fiscal year ended February 28, 2007 were $872,192.

(h) The registrant’s audit committee of the Board of Trustees has considered the provision of non-audit services that were rendered by PWC to the investment adviser and any control affiliate that provides services that were not pre-approved pursuant to paragraph (c) (7) (ii) of Rule 2-01 of Regulation S-X, to be compatible with maintaining PWC’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee comprised of independent trustees. The members of the audit committee are as follows:

Dr. John A. Moore - Chairman
Charles L. Ladner
Patti McGill Peterson

ITEM 6. SCHEDULE OF INVESTMENTS.

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached “John Hancock Funds – Governance Committee Charter”.

ITEM 11. CONTROLS AND PROCEDURES.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in this Form N-CSR is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the filing date of this Form N-CSR, the registrant had carried out an evaluation, under the supervision and with the participation of the registrant’s management, including the registrant's principal executive officer and the registrant’s principal financial officer, of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures relating to information required to be disclosed on Form N-CSR. Based on such evaluation, the registrant’s principal executive officer and principal financial officer concluded that the registrant’s disclosure controls and procedures are operating effectively to ensure that:

(i) information required to be disclosed in this Form N-CSR is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission, and

(ii) information is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) CHANGE IN REGISTRANT’S INTERNAL CONTROL: Not applicable.

ITEM 12. EXHIBITS.

(a)(1) See attached Code of Ethics.

(a)(2)(i) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER.

(a)(2)(ii) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER.

(b) CERTIFICATION PURSUANT TO Rule 30a-2(b) OF THE INVESTMENT COMPANY ACT OF 1940.

(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 Funds III

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

Date: April 23, 2008

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: April 23, 2008

By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer

Date: April 23, 2008

 EX-99.CERT 2 b_jhfiiixnn.htm CERTIFICATION b_jhfiiixnn.htm

CERTIFICATION

I, Keith F. Hartstein, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Funds III;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

Date: April 23, 2008

CERTIFICATION

I, Charles A. Rizzo, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Funds III;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer

Date: April 23, 2008

 EX-99.906 CERT 3 c_jhfiiixnnos.htm CERTIFICATION 906 c_jhfiiixnnos.htm

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002

In connection with the attached Report of John Hancock Funds III (the “registrant”) on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the registrant does hereby certify that, to the best of such officer's knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant as of, and for, the periods presented in the Report.

/s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

Dated: April 23, 2008

/s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer

Dated: April 23, 2008

A signed original of this written statement, required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

 EX-99.CODE ETH 4 d_codeofethics.htm CODE OF ETHICS d_codeofethics.htm

JOHN HANCOCK TRUST
JOHN HANCOCK FUNDS
JOHN HANCOCK FUNDS II
JOHN HANCOCK FUNDS III

SARBANES-OXLEY CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE & PRINCIPAL FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

This code of ethics (this “Code”) for John Hancock Trust, John Hancock Funds1, John Hancock Funds II and John Hancock Funds III, each a registered management investment company under the Investment Company Act of 1940, as amended (“1940 Act”), which may issue shares in separate and distinct series (each investment company and series thereunder to be hereinafter referred to as a “Fund”), applies to each Fund’s Principal Executive Officer (“President”) and Principal Financial Officer (“Chief Financial Officer”) (the “Registrant’s Executive Officers” or “Executive Officers” as set forth in Exhibit A) for the purpose of promoting:

► honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

► full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

► compliance with applicable laws and governmental rules and regulations;

► the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

► accountability for adherence to the Code.

___________________________________________
1 John Hancock Funds includes the following trusts: John Hancock Bank and Thrift Opportunity Fund; John Hancock Bond Trust; John Hancock California Tax-Free Income Fund; John Hancock Capital Series; John Hancock Current Interest; John Hancock Equity Trust; John Hancock Income Securities Trust; John Hancock Investment Trust; John Hancock Investment Trust II; John Hancock Investment Trust III; John Hancock Investors Trust; John Hancock Municipal Securities Trust; John Hancock Patriot Premium Dividend Fund II; Trust; John Hancock Preferred Income Fund; John Hancock Preferred Income Fund II; John Hancock Preferred Income Fund III; John Hancock Series Trust; John Hancock Sovereign Bond Fund; John Hancock Strategic Series; John Hancock Tax-Exempt Series Fund; John Hancock World Fund; John Hancock Tax-Advantaged Dividend Income Fund and John Hancock Tax-Advantaged Global Shareholder Yield Fund.

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Each of the Registrant’s Executive Officers should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview

A “conflict of interest” occurs when an Executive Officer’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Registrant’s Executive Officers, or a member of his family, receives improper personal benefits as a result of his position with the Fund. Certain conflicts of interest arise out of the relationships between the Executive Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). For example, Executive Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. Each of the Registrant’s Executive Officers is an off icer or employee of the investment adviser or a service provider (“Service Provider”) to the Fund. The Fund’s, the investment adviser’s and the Service Provider’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the investment adviser and the Service Provider of which the Executive Officers are also officers or employees. As a result, this Code recognizes that the Registrant’s Executive Officers will, in the normal course of their duties (whether formally for the Fund, for the investment adviser or for the Service Provider), be involved in establishing policies and implementing decisions which will have different effects on the investment adviser, the Service Provider and the Fund. The participation of the Executive Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser and the Service Provider and is consistent with the performance by the Executive Officers of their duties as officers of the Fund. Thus, if such participation is performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, it will be deemed to have been handled ethically. In addition, it is recognized by the Fund’s Board of Trustees/Directors (the “Board”) that the Executive Officers may also be officers or employees of one or more other investment companies covered by other Codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but the Registrant’s Executive Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of an Executive Officer should not be placed improperly before the interest of the Fund.

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*                            *                            *

Each Covered Officer must:

► not use his/her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Executive Officer would benefit personally to the detriment of the Fund;

► not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Executive Officer rather than for the benefit of the Fund; and

► not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

Additionally, conflicts of interest may arise in other situations, the propriety of which may be discussed, if material, with the Fund’s Chief Compliance Officer (“CCO”). Examples of these include:

► service as a director/trustee on the board of any public or private company;

► the receipt of any non-nominal gifts;

► the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety (or other formulation as the Fund already uses in another code of conduct);

► any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, any sub-adviser, principal underwriter, administrator or any affiliated person thereof; and

► a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Executive Officer’s employment, such as compensation or equity ownership.

III. Disclosure & Compliance

► Each Executive Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Fund;

► Each Executive Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund,

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including to the Fund’s directors and auditors, and to governmental regulators and self-regulatory organizations;

► Each Executive Officer should, to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Fund and the Fund’s adviser or any sub-adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

► It is the responsibility of each Executive Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting & Accountability

Each Executive Officer must:

► upon adoption of the Code (or thereafter as applicable, upon becoming an Executive Officer), affirm in writing to the Fund’s CCO that he/she has received, read, and understands the Code;

► annually thereafter affirm to the Fund’s CCO that he/she has complied with the requirements of the Code;

► not retaliate against any employee or Executive Officer or their affiliated persons for reports of potential violations that are made in good faith;

► notify the Fund’s CCO promptly if he/she knows of any violation of this Code (Note: failure to do so is itself a violation of this Code); and

► report at least annually any change in his/her affiliations from the prior year.

The Fund’s CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the Fund’s Board or the Compliance Committee thereof (the “Committee”).

The Fund will follow these procedures in investigating and enforcing this Code:

► the Fund’s CCO will take all appropriate action to investigate any potential violations reported to him/her;

► if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action;

► any matter that the CCO believes is a violation will be reported to the Board or, if applicable, Compliance Committee;

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► if the Board or, if applicable, Compliance Committee concurs that a violation has occurred, the Board, either upon its determination of a violation or upon recommendation of the Compliance Committee, if applicable, will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Service Provider or the investment adviser or its board; or a recommendation to dismiss the Registrant’s Executive Officer;

► the Board, or if applicable the Compliance Committee, will be responsible for granting waivers, as appropriate; and

► any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies & Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Fund’s adviser, any sub-adviser, principal underwriter or other service providers govern or purport to govern the behavior or activities of the Registrant’s Executive Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s and its investment adviser’s codes of ethics under Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act, respectively, are separate requirements applying to the Registrant’s Executive Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Fund’s Board, including a majority of independent directors.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund’s Board and its counsel, the investment adviser and the relevant Service Providers.

VIII. Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

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Exhibit A
Persons Covered by this Code of Ethics
(As of June 2007)

John Hancock Trust

► Principal Executive Officer and President – Keith Hartstein
► Principal Financial Officer and Chief Financial Officer – Charles Rizzo

John Hancock Funds

► Principal Executive Officer and President – Keith Hartstein
► Principal Financial Officer and Chief Financial Officer – Charles Rizzo

John Hancock Funds II

► Principal Executive Officer and President – Keith Hartstein
► Principal Financial Officer and Chief Financial Officer – Charles Rizzo

John Hancock Funds III

► Principal Executive Officer and President – Keith Hartstein
► Principal Financial Officer and Chief Financial Officer – Charles Rizzo

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EX-99 5 e_governcommcharter.htm GOVERNANCE COMMITTEE CHARTER e_governcommcharter.htm

JOHN HANCOCK FUNDS

GOVERNANCE COMMITTEE CHARTER

A. Composition. The Governance Committee shall be composed entirely of Trustees who are "independent" as defined in the rules of the New York Stock Exchange ("NYSE") and the NASDAQ Stock Market, Inc. ("NASDAQ") or any other exchange, as applicable, and are not "interested persons" as defined in the Investment Company Act of 1940 of any of the funds, or of any fund's investment adviser or principal underwriter (the "Independent Trustees") who are designated for membership from time to time by the Board of Trustees. The Chairman of the Board shall be a member of the Governance Committee.

B. Overview. The overall charter of the Governance Committee is to make recommendations to the Board on issues related to corporate governance applicable to the Independent Trustees and to the composition and operation of the Board, and to assume duties, responsibilities and functions to recommend nominees to the Board, together with such additional duties, responsibilities and functions as are delegated to it from time to time.

C. Specific Responsibilities. The Governance Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:

1. Except where the funds are legally required to nominate individuals recommended by others, to recommend to the Board of Trustees individuals for nomination to serve as Trustees.

2. To consider, as it deems necessary or appropriate, the criteria for persons to fill existing or newly created Trustee vacancies. The Governance Committee shall use the criteria and principles set forth in Annex A to guide its Trustee selection process.

3. To consider and recommend the amount of compensation to be paid by the funds to the Independent Trustees, including incremental amounts, if any, payable to Committee Chairmen, and to address compensation-related matters.

4. To consider and recommend the duties and compensation of the Chairman of the Board.

5. To consider and recommend changes to the Board regarding the size, structure, and composition of the Board.

6. To evaluate, from time to time, the retirement policies for the Independent Trustees.

7. To develop and recommend to the Board guidelines for corporate governance ("Corporate Governance Guidelines") for the funds that take into account the rules of the NYSE and any applicable law or regulation, and to periodically review and assess the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

8. To monitor all expenditures of the Board or the Committees or the Independent Trustees not otherwise incurred and/or monitored by a particular Committee, including, but not limited to: legal, consulting, and D&O insurance costs; association dues, including Investment Company Institute membership dues; meeting expenditures and policies relating to

reimbursement of travel expenses and expenses associated with offsite meetings; expenses associated with Trustee attendance at educational or informational conferences; and publication expenses.

9. To consider, evaluate and make recommendations and necessary findings regarding independent legal counsel and any other advisers, experts or consultants, that may be engaged by the Board of Trustees, by the Trustees who are not "interested persons" as defined in the Investment Company Act of 1940 of any of the funds or any fund's investment adviser or principal underwriter, or by the Governance Committee, from time to time, other than as may be engaged directly by another Committee.

10. To periodically review the Board's committee structure and the charters of the Board's committees, and recommend to the Board of Trustees changes to the committee structure and charters as it deems appropriate.

11. To coordinate and administer an annual self-evaluation of the Board, which will include, at a minimum, a review of its effectiveness in overseeing the number of funds in the fund complex and the effectiveness of its committee structure.

12. To report its activities to Board of Trustees and to make such recommendations with respect to the matters described above and other matters as the Governance Committee may deem necessary or appropriate.

D. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by the Chairman of the Board or by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.

E. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, and making reports to the Board of Trustees, as appropriate.

F. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds' expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.

G. Review. The Committee shall review this Charter periodically and recommend such changes to the Board of Trustees as it deems desirable.

ANNEX A

General Criteria

1. Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

2. Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the funds and should be willing and able to contribute positively to the decision-making process of the funds.

3. Nominees should have a commitment to understand the funds, and the responsibilities of a trustee/director of an investment company and to regularly attend and participate in meetings of the Board and its committees.

4. Nominees should have the ability to understand the sometimes conflicting interests of the various constituencies of the funds, including shareholders and the management company, and to act in the interests of all shareholders.

5. Nominees should not have, nor appear to have, a conflict of interest that would impair their ability to represent the interests of all the shareholders and to fulfill the responsibilities of a director/trustee.

Application of Criteria to Existing Trustees

The renomination of existing Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Governance Committee shall consider the existing Trustee's performance on the Board and any committee.

Review of Shareholder Nominations

Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the Governance Committee. In evaluating a nominee recommended by a shareholder, the Governance Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder's candidate among the slate of its designated nominees, the candidate's name will be placed on the funds' proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder's candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the funds' proxy statement.

As long as an existing Independent Trustee continues, in the opinion of the Governance Committee, to satisfy the criteria listed above, the Committee generally would favor the re-nomination of an existing Trustee rather than a new candidate. Consequently, while the Governance Committee will consider nominees recommended by shareholders to serve as trustees, the Governance Committee may only act upon such recommendations if there is a vacancy on the Board, or the Governance Committee determines that the selection of a new or additional Trustee is in the best interests of the fund. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Governance Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Governance Committee. The Governance Committee may retain a consultant to assist the Committee in a search for a qualified candidate.

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