EX-99.5 9 exhibit_5c.txt EXHIBIT 99.5(C) DUTCH AUCTION RATE TRANSFERABLE SECURITIES SHARE(S) OF BENEFICIAL INTEREST, SERIES D NO PAR VALUE PER SHARE $100,000 LIQUIDATION PREFERENCE PER SHARE Certificate Number: __ Number of Shares: ____ CUSIP No.: _____ John Hancock Patriot Premium Dividend Fund II This certifies that Cede & Co. is the owner of the above referenced number of fully paid and non-assessable Dutch Auction Rate Transferable Securities share(s), Series D, no par value, $100,000 Liquidation Preference per Share, of John Hancock Patriot Premium Dividend Fund II, a Massachusetts business trust (the "Trust"), the said shares being issued, received and held under and subject to the terms and provisions of the Agreement and Declaration of Trust dated as of September 26, 1989, establishing the Trust, and all amendments thereto, and the By-Laws of the Trust, and all amendments thereto, copies of which are on file with the Secretary of Trust at the offices of the Trust. The said owner by accepting this certificate agrees to and is bound by all of the said terms and provisions. The shares represented hereby are transferable in writing by the owner thereof in person or by attorney upon surrender of this certificate to the Trust in the manner provided in the By-Laws properly endorsed for transfer. This certificate is executed on behalf of the Trustees of the Trust as Trustees and not individually, and the obligations hereof are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Trust. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Fund and the facsimile signatures of its duly authorized officers. Dated: Executed on behalf of the Trust: ---------------------------- ---------------------------- President and Chief Executive Officer Treasurer Countersigned and Registered: By Deutsche Bank Trust Company Americas New York, New York Transfer Agent and Registrar BY: ___________________________ Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its agent for registration of a transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. EXPLANATION OF ABBREVIATIONS The following abbreviations when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according to applicable laws or regulations. Abbreviations in addition to those appearing below may be used.
ABBREVIATION EQUIVALENT ABBREVIATION EQUIVALENT ------------ ---------- ------------ ---------- JT TEN As joint tenants, with right of TEN IN COM As tenants in common survivorship and not as tenants in common Abbreviation Equivalent TEN BY ENT As tenants by the entireties ADM Administrator(s) UNIF TRANSFERS MIN Uniform Transfers to Minors Act ACT AGMT Agreement ABBREVIATION EQUIVALENT ------------ ---------- CUST Custodian for FDN Foundation EST Estate, Of estate of PL Public Law EX Executor(s), Executrix TR (As) trustee(s), for of FBO For the benefit of UA Under Agreement UW Under the will of, Of will of, Under last will & Testament Additional abbreviations may also be used though not in the above list.
THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS RESTRICTING TRANSFERS OF THE DUTCH AUCTION RATE TRANSFERABLE SECURITIES CONTAINED IN THE BY-LAWS. TRANSFER FORM FOR VALUE RECEIVED, ____________________________________ hereby sell, assign and transfer unto ________________ (Name) _____________ (Social Security Number) Please print or typewrite Name and Address (including postal ZIP Code of Assignee)___________________________________________ shares represented by this Certificate, and do hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer such beneficial interest on the books of the Trust named therein with full power of substitution in the premises. Dated ______________________________, ________________ Signature(s)____________________________________ (The signature of this assignment must correspond exactly with the name as written upon the face of this Certificate in every particulate, without alteration or enlargement or any change whatsoever. If more than one owner, all must sign.) _____________________________________ (Signature must be guaranteed by a commercial bank or trust company or member firm of any national stock exchange.) IMPORTANT NOTICE When you sign your name to the Transfer Form without filling in the name of your "Assignee" this certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you fill in the name of the new owner in the "assignee" space. Alternatively, instead of using this Transfer form, you may sign a separate "stock power" form and then mail the unsigned certificate and the signed "stock power" in separate envelopes. For added protection, use registered mail for a certificate.