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 811-4630 John Hancock Investment Trust III (Exact name of registrant as specified in charter) 101 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code) Susan S. Newton, Secretary 101 Huntington Avenue Boston, Massachusetts 02199 (Name and address of agent for service) Registrant's telephone number, including area code: 617-375-1702 Date of fiscal year end: October 31 Date of reporting period: October 31, 2004 ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Large Cap Growth Fund 10.31.2004 Annual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of James A Shepherdson, Chief Executive Officer, flush left next to first paragraph.] CEO CORNER Table of contents Your fund at a glance page 1 Managers' report page 2 A look at performance page 6 Growth of $10,000 page 7 Your expenses page 8 Fund's investments page 10 Financial statements page 15 Trustees & officers page 29 For more information page 33 Dear Fellow Shareholders, The stock market made little, if any, headway year-to-date through October 2004, as it wrestled with a variety of uncertainties. Questions about the continuing strength of the economy, the effects of rising interest rates and expectations for corporate earnings growth kept investors jittery. In addition, record high crude oil prices, geopolitical issues and a closely contested U.S. presidential race all weighed on the market. The picture brightened in early November with the election over and oil prices moderating somewhat. Year-to-date through October 31, 2004, the Standard & Poor's 500 Index was up 3.06%, while the Dow Jones Industrial Average and the Nasdaq Composite Index were slightly negative, returning -2.40% and -1.05%, respectively. Despite the Federal Reserve's three hikes in short-term interest rates from historic lows, bonds still managed to outperform stocks, with the Lehman Brothers Aggregate Bond Index up 4.22%. In news closer to home, we are pleased to announce that on June 15, 2004, your fund's Board of Trustees appointed Charles L. Ladner as independent Chairman of the Board of Trustees, a position previously held by John Hancock Funds LLC's former Chairman and Chief Executive Officer, Maureen Ford Goldfarb. This appointment came in advance of new SEC regulations requiring all mutual funds to have independent chairmen. Mr. Ladner has served as an independent member of John Hancock Funds' Board of Trustees since 1992 and formerly held the position of Senior Vice President and Chief Financial Officer of UGI Corporation, a public utility holding company in Valley Forge, PA, until his retirement in 1998. He brings a wealth of knowledge, experience and leadership and we are delighted to have him serve as Chairman. Sincerely, /S/ JAMES A. SHEPHERDSON James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of October 31, 2004. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks long-term capital appreciation by nor- mally investing at least 80% of its assets in stocks of large-capitalization companies in the capitalization range of the Russell Top 200 Growth Index. Over the last twelve months * Stock prices climbed, with most of the gains coming in late 2003 and early 2004. * Large-cap stocks trailed small-cap stocks, while growth lagged value. * Weak stock selection in the technology sector undermined Fund performance. [Bar chart with heading "John Hancock Large Cap Growth Fund." Under the heading is a note that reads "Fund performance for the year ended October 31, 2004." The chart is scaled in increments of 1% with -5% at the bottom and 0% at the top. The first bar represents the -3.04% total return for Class A. The second bar represents the -3.78% total return for Class B. The third bar represents the -3.67% total return for Class C. A note below the chart reads "Total returns for the Fund are at net asset value with all distributions reinvested."] Top 10 holdings 4.5% Microsoft Corp. 3.9% Pfizer, Inc. 3.8% Nextel Communications, Inc. (Class A) 3.2% Vodafone Group Plc 2.9% Amgen, Inc. 2.8% Yahoo! Inc. 2.7% Johnson & Johnson 2.7% Time Warner, Inc. 2.5% News Corporation Ltd. (The) 2.4% Freeport-McMoran Copper & Gold, Inc. (Class B) As a percentage of net assets on October 31, 2004. 1 BY ROGER C. HAMILTON AND ROBERT C. JUNKIN, CPA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK Large Cap Growth Fund Stocks were strong gainers late in 2003 and during the first few months of 2004. The market, however, began to lose momentum in February amid concerns that economic growth in the United States and China would slow. As the year unfolded, worries about the conflict in Iraq, the outcome of the U.S. presidential race and the potential for higher interest rates further unsettled the market. In addition, soaring energy prices curbed consumer and corporate spending. The economy grew at a more moderate pace, slowing earnings growth. Although uncertainty mounted throughout the summer and fall, the Standard & Poor's 500 Index returned 9.42% for the year ended October 31, 2004. Over the same period, growth stocks lagged value stocks, and large-cap stocks trailed small-cap stocks. Mega-cap growth stocks -- those issued by the largest companies -- were especially weak performers, with the Russell Top 200 Growth Index returning a modest 1.90% for the year ended October 31, 2004. Performance review John Hancock Large Cap Growth Fund continued to focus on mega-cap stocks with a large concentration for much of the year in economically sensitive sectors. For the 12-month period, the Fund's Class A, Class B and Class C shares returned -3.04%, -3.78% and -3.67%, respectively, at net asset value. Over the same period, the average large-cap growth fund returned 2.67%, according to Lipper, Inc.1 Keep in mind that your net asset value return will be different from the Fund's if you were not invested in the Fund for the entire period and did not reinvest all distributions. Long-term performance information can be found on pages six and seven. "Stocks were strong gainers late in 2003 and during the first few months of 2004. The market, however, began to lose momentum in February..." Disappointments from technology and media Stock selection in the technology sector was the main deterrent to performance. The Fund had a heavy concentration in tech, 2 [Photos of Roger Hamilton and Robert Junkin flush right next to first paragraph.] particularly semiconductor names, which tend to benefit from an economic recovery. Starting last spring, however, many tech stocks took a nosedive as orders slowed, inventories built up and investors worried that the business cycle had peaked. Among our worst performers were semiconductor manufacturers Intel and Fairchild Semiconductor, which we sold late in the period amid concerns over the industry's near-term prospects. We held on, however, to Applied Materials, a leading semiconductor capital equipment company that also declined sharply. The Fund sustained further losses from several software and hardware investments. BEA Systems, which develops software for building Web designs and logistics systems, suffered from weak license growth and slower-than-expected sales for its new products. On the hardware side, Emulex tumbled as orders slowed, while Nortel Networks lost market share and struggled to resolve accounting issues. We sold our stakes in all three names. We also reduced our investment in Motorola, a telecommunications equipment company that rallied nicely following a pickup in demand for its products and a recent restructuring under new management. By period end, we had significantly reduced the Fund's investment in technology. We held on, however, to a sizable stake in Yahoo!, which produced stellar returns as online advertising grew. Winners in energy and health care The Fund's biggest gains came from the energy sector, where tight supply and growing global demand pushed commodity prices sharply higher. The Fund benefited from an oversized stake in energy as well as strong stock selection. Top performers included EOG Resources and Apache, exploration and production companies, as well as BJ Services, which supplies drilling equipment and services. We sold both EOG and BJ Services when they approached what we viewed as full valuation. "The Fund's biggest gains came from the energy sector..." Strong stock selection in the health care sector also aided performance. Our focus was on biotechnology, medical equipment and services companies. Biogen Idec, a biotech company with a promising new multiple sclerosis drug, rallied sharply and was one 3 [Table at top left-hand side of page entitled "Top five industry groups." The first listing is Pharmaceuticals 10%, the second is Broadcasting & cable TV 8%, the third is Wireless telecommunication services 7%, the fourth is Biotechnology 5%, and the fifth is System software 4%.] of our top performers. Johnson & Johnson, a well-known medical products company, and United Health Care, a health insurer, also posted strong gains. We took profits and sold both Biogen Idec and United Health Care. We kept a below-average investment in large pharmaceutical companies, which remained under pressure from patent expirations, increased generic competition and weak new product pipelines. We did, however, own a sizable stake in Pfizer, which slumped along with the industry despite the company's huge sales force advantage. Opportunities in media, wireless and metals We maintained the Fund's above-average stake in media, expecting advertising spending to pick up in advance of the summer Olympics and the presidential election. When this did not happen, many media stocks suffered. We shifted out of Viacom, which owns radio and television networks that are highly dependent on advertising revenues. In its place, we bought News Corporation, a leading media company with an attractive valuation and strong growth potential from overseas expansion of its satellite television [Pie chart at middle of page with heading "Portfolio diversification As a percentage of net assets on 10-31-04." The chart is divided into two sections (from top to right): Common stocks 88%, and Short-term investments & other 12%.] business. Elsewhere, we boosted our position in wireless telecommunications. The Fund had a sizable stake in Vodafone Group, an international wireless company that benefited during the period from its leadership position in Europe. We added a new position in Nextel Communications, which is best known for its walkie-talkie feature. We thought the stock's valuation and growth prospects seemed attractive. Finally, we increased the Fund's exposure to gold and silver mining companies, believing that 4 precious metals would hold their value even if the dollar continued to weaken and oil prices stayed high. [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Period's performance...and what's behind the numbers." The first listing is Intel followed by a down arrow with the phrase "Slowing economy, weaker demand, inventory build ups." The second listing is BEA Systems followed by a down arrow with the phrase "Weak license growth, slow sales for new software products." The third listing is Apache followed by an up arrow with the phrase "Soaring oil prices driven by tight supply, growing demand."] Large-cap growth outlook As the impact of recent tax cuts and lower interest rates begins to fade, economic growth may continue to slow. However, we believe large-cap growth stocks have the potential to do well as they tend to move into favor in the later stages of an economic recovery when investors shift their attention toward companies with consistent earnings growth. In addition, many large-cap companies have overseas exposure, which means they would benefit from a weak U.S. dollar. At period end, large-cap valuations also appeared reasonable. Going forward, our focus will be on large-cap stocks in industries whose growth is less dependent on the economy's progress, including wireless telecommunications, certain areas of health care, energy and precious metals. "...we believe large-cap growth stocks have the potential to do well as they tend to move into favor in the later stages of an economic recovery..." 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. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 5 A LOOK AT PERFORMANCE For the period ended October 31, 2004 Class A Class B Class C Inception date 12-24-68 1-3-94 6-1-98 Average annual returns with maximum sales charge (POP) One year -7.87% -8.60% -4.64% Five years -16.49 -16.51 -16.22 Ten years -0.16 -0.21 -- Since inception -- -- -9.64 Cumulative total returns with maximum sales charge (POP) One year -7.87 -8.60 -4.64 Five years -59.39 -59.44 -58.71 Ten years -1.59 -2.08 -- Since inception -- -- -47.83 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 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. The return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than the original cost. The returns reflect past results and should not be considered indicative of future performance. 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. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in the Russell Top 200 Growth Index. Russell Cum Value Cum Value Top 200 of $10K of $10K Growth Plot Date (No Load) (w/Load) Index 10-31-94 $10,000 $9,500 $10,000 11-30-94 9,719 9,233 9,733 4-30-95 10,620 10,090 11,096 10-31-95 12,592 11,963 13,152 4-30-96 14,157 13,450 14,648 10-31-96 14,906 14,162 16,281 4-30-97 14,849 14,107 19,075 10-31-97 17,298 16,434 21,663 4-30-98 19,787 18,799 27,186 10-31-98 18,994 18,045 28,560 4-30-99 23,622 22,442 35,523 10-31-99 24,232 23,021 38,107 4-30-00 25,531 24,255 43,634 10-31-00 22,256 21,145 39,670 4-30-01 14,603 13,874 29,314 10-31-01 11,624 11,044 24,063 4-30-02 11,590 11,012 23,104 10-31-02 9,116 8,660 19,265 4-30-03 9,228 8,767 19,908 10-31-03 10,683 10,150 22,682 4-30-04 10,695 10,160 23,524 10-31-04 10,359 9,841 23,113 [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the Russell Top 200 Growth Index and is equal to $23,113 as of October 31, 2004. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock Large Cap Growth Fund, before sales charge, and is equal to $10,359 as of October 31, 2004. The third line represents the value of the same hypothetical $10,000 investment made in the John Hancock Large Cap Growth Fund, after sales charge, and is equal to $9,841 as of October 31, 2004.] Class B 1 Class C 1 Period beginning 10-31-94 6-1-98 Large Cap Growth Fund $9,792 $5,217 Index 23,113 8,743 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 and Class C shares, respectively, as of October 31, 2004. The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. 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 Top 200 Growth Index is an unmanaged index containing growth-oriented stocks from the Russell Top 200 Index. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 7 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 April 30, 2004, with the same investment held until October 31, 2004. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 Class A $968.60 $8.32 Class B 965.50 11.75 Class C 965.50 11.77 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 October 31, 2004 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: Example -- -- -- -- | My account value / | | "expenses paid" | My | / $1,000.00 = 8.6 | X $| | = actual | $8,600.00 / | | from table | expenses -- -- -- -- 8 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% annual return before expenses (which is not your fund's actual return). It assumes an account value of $1,000.00 on April 30, 2004, with the same investment held until October 31, 2004. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 Class A $1,016.68 $8.53 Class B 1,013.18 12.04 Class C 1,013.16 12.05 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 1.68%, 2.38% and 2.38% for Class A, Class B and Class C, respectively, multiplied by the average account value over the period, multiplied by [number of days in most recent fiscal half-year/365 or 366] (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on October 31, 2004 This schedule is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. Issuer Shares Value Common stocks 87.63% $149,558,370 (Cost $134,329,773) Air Freight & Logistics 1.07% 1,821,140 United Parcel Service, Inc. (Class B) 23,000 1,821,140 Aluminum 0.67% 1,137,500 Alcoa, Inc. 35,000 1,137,500 Asset Management & Custody Banks 2.03% 3,468,850 State Street Corp. 77,000 3,468,850 Biotechnology 4.86% 8,299,680 Amgen, Inc. (I) 87,000 4,941,600 Genzyme Corp. (I)(L) 64,000 3,358,080 Brewers 1.64% 2,805,342 Anheuser-Busch Cos., Inc. 56,163 2,805,342 Broadcasting & Cable TV 7.98% 13,615,676 Comcast Corp. (Special Class A) 115,125 3,343,230 DIRECTV Group, Inc. (The) (I) 84,642 1,419,446 News Corporation Ltd. (The) (Australia) (L) 130,000 4,193,800 Time Warner, Inc. (L) 280,000 4,659,200 Communications Equipment 1.04% 1,767,320 Cisco Systems, Inc. (I) 92,000 1,767,320 Computer Hardware 2.07% 3,541,060 Dell, Inc. (I) 101,000 3,541,060 Consumer Finance 0.95% 1,622,720 Capital One Financial Corp. 22,000 1,622,720 Data Processing & Outsourced Services 2.06% 3,514,590 Automatic Data Processing, Inc. 81,000 3,514,590 Diversified Commercial Services 1.45% 2,470,800 Cendant Corp. 120,000 2,470,800 See notes to financial statements. 10 FINANCIAL STATEMENTS Issuer Shares Value Diversified Metals & Mining 2.35% $4,011,365 Freeport-McMoran Copper & Gold, Inc. (Class B) 110,750 4,011,365 Electric Utilities 1.12% 1,904,240 Allegheny Energy, Inc. (I) 104,000 1,904,240 Electrical Components & Equipment 1.50% 2,562,000 Emerson Electric Co. 40,000 2,562,000 Gas Utilities 2.09% 3,559,140 Southern Union Co. (I) 162,000 3,559,140 Gold 1.98% 3,373,920 Newmont Mining Corp. 71,000 3,373,920 Health Care Equipment 4.11% 7,015,451 Boston Scientific Corp. (I) 50,000 1,765,000 Medtronic, Inc. 64,776 3,310,701 Zimmer Holdings, Inc. (I)(L) 25,000 1,939,750 Home Improvement Retail 1.68% 2,875,600 Home Depot, Inc. (The) 70,000 2,875,600 Household Products 3.36% 5,727,020 Colgate-Palmolive Co. 71,000 3,168,020 Procter & Gamble Co. (The) 50,000 2,559,000 Hypermarkets & Super Centers 2.41% 4,110,691 Costco Wholesale Corp. (L) 30,000 1,438,200 Wal-Mart Stores, Inc. 49,564 2,672,491 Industrial Conglomerates 1.95% 3,326,950 3M Co. 20,000 1,551,400 Tyco International Ltd. (Bermuda) 57,000 1,775,550 Integrated Oil & Gas 2.60% 4,435,742 Petro-Canada (Canada) 62,500 3,411,330 Petro-Canada, American Depositary Receipt (ADR) (Canada) 18,800 1,024,412 Internet Software & Services 2.76% 4,704,700 Yahoo! Inc. (I)(L) 130,000 4,704,700 Investment Banking & Brokerage 1.74% 2,966,700 Merrill Lynch & Co., Inc. 55,000 2,966,700 Multi-Line Insurance 0.53% 910,650 American International Group, Inc. 15,000 910,650 Oil & Gas Drilling 0.80% 1,374,750 ENSCO International, Inc. 45,000 1,374,750 See notes to financial statements. 11 FINANCIAL STATEMENTS Issuer Shares Value Oil & Gas Exploration & Production 1.19% $2,028,000 Apache Corp. 40,000 2,028,000 Other Diversified Financial Services 0.91% 1,552,950 Citigroup, Inc. 35,000 1,552,950 Pharmaceuticals 10.14% 17,310,663 Abbot Laboratories 40,000 1,705,200 Alnylam Pharmaceuticals, Inc. 470,450 2,451,515 Johnson & Johnson 80,017 4,671,392 Pfizer, Inc. 228,261 6,608,156 Shire Pharmaceuticals Group Plc (United Kingdom) 66,000 1,874,400 Precious Metals & Minerals 1.18% 2,007,320 Apex Silver Mines Ltd. (Cayman Islands) (I)(L) 107,000 2,007,320 Semiconductor Equipment 0.94% 1,610,000 Applied Materials, Inc. (I)(L) 100,000 1,610,000 Soft Drinks 2.14% 3,659,400 Coca-Cola Co. (The) 90,000 3,659,400 Specialty Stores 2.87% 4,903,226 Staples, Inc. (L) 55,400 1,647,596 Tiffany & Co. 111,000 3,255,630 Systems Software 4.47% 7,631,474 Microsoft Corp. 272,650 7,631,474 Wireless Telecommunication Services 6.99% 11,931,740 Nextel Communications, Inc. (Class A) (I)(L) 245,000 6,490,050 Vodafone Group Plc, ADR (United Kingdom) 211,000 5,441,690 See notes to financial statements. 12 FINANCIAL STATEMENTS Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 28.87% $49,277,643 (Cost $49,277,643) Joint Repurchase Agreement 12.54% 21,398,000 Investment in a joint repurchase agreement transaction with Morgan Stanley -- Dated 10-29-04 due 11-01-04 (secured by U.S. Treasury Bond 8.125% due 08-15-19, U.S. Treasury Note 5.875% due 11-15-04, U.S. Treasury Inflation Indexed Bonds 3.625% due 04-15-28 and 3.375% due 04-15-32 and U.S. Treasury Inflation Indexed Notes 3.375% thru 3.875% due 01-15-09 thru 01-15-12) 1.770% $21,398 21,398,000 Shares Cash Equivalents 16.33% 27,879,643 AIM Cash Investment Trust (T) 27,879,643 27,879,643 Total investments 116.50% $198,836,013 Other assets and liabilities, net (16.50%) ($28,167,401) Total net assets 100.00% $170,668,612 (I) Non-income-producing security. (L) All or a portion of this security is on loan as of October 31, 2004. (T) Represents investment of securities lending collateral. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 13 FINANCIAL STATEMENTS PORTFOLIO CONCENTRATION October 31, 2004 (unaudited) This table shows the Fund's investments as a percentage of net assets, aggregated by various industries. Value as a percentage Industry sector distribution of Fund's net assets Consumer Discretionary 12.54% Consumer Staples 9.55 Energy 4.59 Financials 6.17 Health Care 19.12 Industrials 5.96 Information Technology 13.34 Materials 6.17 Telecommunication Services 6.99 Utilities 3.20 Short-term investments 28.87 See notes to financial statements. 14 FINANCIAL STATEMENTS ASSETS AND LIABILITIES October 31, 2004 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 offering price per share. Assets Investments, at value (cost $162,209,416) including $27,334,266 of securities loaned $177,438,013 Joint repurchase agreement (cost $21,398,000) 21,398,000 Cash 859 Receivable for shares sold 2,305 Dividends and interest receivable 75,876 Other assets 41,977 Total assets 198,957,030 Liabilities Payable for shares repurchased 88,907 Payable upon return of securities loaned 27,879,643 Payable to affiliates Management fees 108,813 Distribution and service fees 10,720 Other 92,984 Other payables and accrued expenses 107,351 Total liabilities 28,288,418 Net assets Capital paid-in 407,352,705 Accumulated net realized loss on investments and foreign currency transactions (251,883,241) Net unrealized appreciation of investments 15,228,597 Accumulated net investment loss (29,449) Net assets $170,668,612 Net asset value per share Based on net asset values and shares outstanding -- the Fund has an unlimited number of shares authorized with no par value Class A ($131,642,638 [DIV] 14,234,340 shares) $9.25 Class B ($36,009,232 [DIV] 4,290,273 shares) $8.39 Class C ($3,016,742 [DIV] 359,554 shares) $8.39 Maximum offering price per share Class A1 ($9.25 [DIV] 95%) $9.74 1 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. 15 FINANCIAL STATEMENTS OPERATIONS For the year ended October 31, 2004 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 (net of foreign withholding taxes of $5,911) $1,571,040 Securities lending 85,276 Interest 20,990 Total investment income 1,677,306 Expenses Investment management fees 1,439,084 Class A distribution and service fees 430,468 Class B distribution and service fees 448,849 Class C distribution and service fees 35,036 Transfer agent fees 1,034,548 Printing 84,140 Accounting and legal services fees 52,217 Professional fees 42,021 Registration and filing fees 41,297 Miscellaneous 33,384 Custodian fees 26,203 Trustees' fees 11,346 Interest 6,599 Securities lending fees 2,301 Total expenses 3,687,493 Less expense reductions (74,396) Net expenses 3,613,097 Net investment loss (1,935,791) Realized and unrealized gain (loss) Net realized gain (loss) on Investments 20,395,490 Foreign currency transactions (71,123) Change in net unrealized appreciation (depreciation) of investments (23,996,840) Net realized and unrealized loss (3,672,473) Decrease in net assets from operations ($5,608,264) See notes to financial statements. 16 FINANCIAL STATEMENTS 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 any increase or decrease in money shareholders invested in the Fund. Year Year ended ended 10-31-03 10-31-04 Increase (decrease) in net assets From operations Net investment loss ($1,915,137) ($1,935,791) Net realized gain 2,702,645 20,324,367 Change in net unrealized appreciation (depreciation) 28,948,933 (23,996,840) Increase (decrease) in net assets resulting from operations 29,736,441 (5,608,264) From Fund share transactions (22,118,554) (25,274,161) Net assets Beginning of period 193,933,150 201,551,037 End of period 1 $201,551,037 $170,668,612 1 Includes accumulated net investment loss of $28,700 and $29,449, respectively. See notes to financial statements. 17 FINANCIAL STATEMENTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 10-31-00 1 10-31-01 1 10-31-02 1 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $25.04 $20.73 $10.38 $8.14 $9.54 Net investment loss 2 (0.23) (0.13) (0.10) (0.07) (0.08) Net realized and unrealized gain (loss) on investments (1.48) (9.42) (2.14) 1.47 (0.21) Total from investment operations (1.71) (9.55) (2.24) 1.40 (0.29) Less distributions From net realized gain (2.60) (0.80) -- -- -- Net asset value, end of period $20.73 $10.38 $8.14 $9.54 $9.25 Total return 3 (%) (8.15) (47.77) (21.58) 17.20 4 (3.04) 4 Ratios and supplemental data Net assets, end of period (in millions) $421 $209 $140 $148 $132 Ratio of expenses to average net assets (%) 1.36 1.59 1.75 1.86 1.71 Ratio of adjusted expenses to average net assets 5 (%) -- -- -- 1.87 1.75 Ratio of net investment loss to average net assets (%) (0.97) (0.99) (0.96) (0.82) (0.83) Portfolio turnover (%) 162 131 228 121 96 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 10-31-00 1 10-31-01 1 10-31-02 1 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $23.74 $19.40 $9.62 $7.49 $8.72 Net investment loss 2 (0.37) (0.21) (0.15) (0.12) (0.13) Net realized and unrealized gain (loss) on investments (1.37) (8.77) (1.98) 1.35 (0.20) Total from investment operations (1.74) (8.98) (2.13) 1.23 (0.33) Less distributions From net realized gain (2.60) (0.80) -- -- -- Net asset value, end of period $19.40 $9.62 $7.49 $8.72 $8.39 Total return 3 (%) (8.79) (48.12) (22.14) 16.42 4 (3.78) 4 Ratios and supplemental data Net assets, end of period (in millions) $239 $88 $51 $50 $36 Ratio of expenses to average net assets (%) 2.05 2.24 2.45 2.56 2.41 Ratio of adjusted expenses to average net assets 5 (%) -- -- -- 2.57 2.45 Ratio of net investment loss to average net assets (%) (1.66) (1.65) (1.66) (1.52) (1.53) Portfolio turnover (%) 162 131 228 121 96 See notes to financial statements. 19 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 10-31-00 1 10-31-01 1 10-31-02 1 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $23.73 $19.39 $9.61 $7.49 $8.71 Net investment loss 2 (0.37) (0.20) (0.15) (0.12) (0.13) Net realized and unrealized gain (loss) on investments (1.37) (8.78) (1.97) 1.34 (0.19) Total from investment operations (1.74) (8.98) (2.12) 1.22 (0.32) Less distributions From net realized gain (2.60) (0.80) -- -- -- Net asset value, end of period $19.39 $9.61 $7.49 $8.71 $8.39 Total return 3 (%) (8.80) (48.15) (22.06) 16.29 4 (3.67) 4 Ratios and supplemental data Net assets, end of period (in millions) $3 $4 $3 $4 $3 Ratio of expenses to average net assets (%) 2.06 2.29 2.45 2.56 2.41 Ratio of adjusted expenses to average net assets 5 (%) -- -- -- 2.57 2.45 Ratio of net investment loss to average net assets (%) (1.71) (1.68) (1.66) (1.53) (1.53) Portfolio turnover (%) 162 131 228 121 96 1 Audited by previous auditor. 2 Based on the average of the shares outstanding. 3 Assumes dividend reinvestment and does not reflect the effect of sales charges. 4 Total returns would have been lower had certain expenses not been reduced during the periods shown. 5 Does not take into consideration expense reductions during the periods shown. See notes to financial statements. 20 NOTES TO STATEMENTS Note A Accounting policies John Hancock Large Cap Growth Fund (the "Fund") is a diversified series of John Hancock Investment Trust III, an open-end management investment company registered under the Investment Company Act of 1940. The investment objective of the Fund is to achieve long-term capital appreciation. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B and Class C shares. 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 Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission 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. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less, may be valued at amortized cost, which approximates market value. Investments in AIM Cash Investment Trust are valued at their net asset value each business day. All portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign currency translation" below. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. 21 Foreign currency translation All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 4:00 P.M., London time, on the date of any determination of the net asset value of the Fund. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign currency exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency exchange gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued as applicable. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate, with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the year ended October 31, 2004. Securities lending The Fund may lend securities to certain qualified brokers who pay the Fund negotiated lender fees. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At October 31, 2004, the Fund loaned securities having a market value of $27,334,266 collateralized by cash in the amount of $27,879,643. The 22 cash collateral was invested in a short-term instrument. Securities lending expenses are paid by the Fund to the Adviser. 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 has $251,391,766 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: October 31, 2009 -- $196,195,781 and October 31, 2010 -- $55,195,985. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. 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 October 31, 2004, 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 in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.75% of the first $750,000,000 of the Fund's average daily net asset value and (b) 0.70% of the Fund's average daily net asset value in excess of $750,000,000. The Fund has an agreement with its custodian bank under which custody fees are reduced by brokerage commissions offsets applied during the year. Accordingly, the expense reductions related to custody fee offsets amounted to $2,220, and had no impact on the Fund's ratio of expenses to average net assets, for the year ended October 31, 2004. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of 23 Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of 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. Class A shares are assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $106,498 with regard to sales of Class A shares. Of this amount, $15,349 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $54,560 was paid as sales commissions to unrelated broker-dealers and $36,589 was paid as sales commissions to sales personnel of Signator Investors, Inc. ("Signator Investors"), a related broker-dealer. The Adviser's indirect parent, John Hancock Life Insurance Company ("JHLICo"), is the indirect sole shareholder of Signator Investors. Prior to July 15, 2004, Class C shares were assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $2,870 with regard to sales of Class C shares. Of this amount, $2,659 was paid as sales commissions to unrelated broker-dealers and $211 was paid as sales commissions to sales personnel of Signator Investors. 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 JH Funds 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 October 31, 2004, CDSCs received by JH Funds amounted to $87,981 for Class B shares and $843 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. The Fund pays a monthly transfer agent fee at an annual rate of 0.05% of the Fund's average daily net asset value, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. Accordingly, the transfer agent expense for Class A, Class B and Class C shares was reduced by $72,176 for the year ended October 31, 2004. Signature Services reserves the right to terminate this limitation at any time. The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the year amounted to $52,217. The Fund also paid the Adviser the amount of $1,069 for certain publishing services, included in the printing fees. Mr. James A. Shepherdson is a director and/or officer of the Adviser and/or its affiliates, as well as Trustee of the Fund. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover 24 its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. Note C Fund share transactions This listing illustrates the number of Fund shares sold and repurchased during the last two periods, along with the corresponding dollar value. Year ended 10-31-03 Year ended 10-31-04 Shares Amount Shares Amount Class A shares Sold 1,307,717 $11,137,303 1,485,165 $14,230,630 Repurchased (3,054,320) (25,747,820) (2,724,528) (26,142,983) Net decrease (1,746,603) ($14,610,517) (1,239,363) ($11,912,353) Class B shares Sold 1,154,106 $8,948,550 1,088,104 $9,378,493 Repurchased (2,151,843) (16,592,814) (2,581,682) (22,361,396) Net decrease (997,737) ($7,644,264) (1,493,578) ($12,982,903) Class C shares Sold 118,376 $923,718 107,043 $939,829 Repurchased (102,019) (787,491) (151,860) (1,318,734) Net increase (decrease) 16,357 $136,227 (44,817) ($378,905) Net decrease (2,727,983) ($22,118,554) (2,777,758) ($25,274,161) Note D Investment transactions 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 October 31, 2004, aggregated $181,191,501 and $226,598,903, respectively. The cost of investments owned on October 31, 2004, including short-term investments, for federal income tax purposes, was $184,098,891. Gross unrealized appreciation and depreciation of investments aggregated $16,723,878 and $1,986,756, respectively, resulting in net unrealized appreciation of $14,737,122. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the tax deferral of losses on certain sales of securities. Note E Reclassification of accounts During the year ended October 31, 2004, the Fund reclassified amounts to reflect a decrease in accumulated net realized loss on investments of $71,324, a decrease in accumulated net investment loss of $1,935,042 and a decrease in capital paid-in of $2,006,366. This represents the amounts necessary to report these balances on a tax basis, excluding certain temporary differences, as of October 31, 2004. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Fund, 25 are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America, and book and tax differences in accounting for deferred compensation, certain foreign currency adjustments and net operating loss. The calculation of net investment loss per share in the Fund's Financial Highlights excludes these adjustments. Note F Subsequent event A special meeting of shareholders was held on December 1, 2004, at which time one or more new Trustees were elected to the Fund's Board of Trustees. Several Trustees had reached the age for mandatory retirement and plan to retire in 2004 and 2005. The Board of Trustees recommended and shareholders approved a proposal to consolidate the two panels into one Board of Trustees for all open-end funds within the John Hancock funds complex. The effective date for the newly elected Trustees to the Fund will be January 1, 2005. 26 AUDITORS' REPORT Report of Pricewaterhouse- Coopers LLP, Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of John Hancock Large Cap 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 the John Hancock Large Cap Growth Fund (the "Fund") at October 31, 2004, the results of its operations, the changes in its net assets and the financial highlights for 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 securities at October 31, 2004, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts December 13, 2004 27 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 October 31, 2004. 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 2004. Shareholders will be mailed a 2004 U.S. Treasury Department Form 1099-DIV in January 2005. This will reflect the total of all distributions that are taxable for calendar year 2004. 28 TRUSTEES & 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, age 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 Charles L. Ladner,2 Born: 1938 2004 49 Independent Chairman (since 2004); 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 for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). Dennis S. Aronowitz, Born: 1931 1988 21 Professor of Law, Emeritus, Boston University School of Law (as of 1996); Director, Brookline Bancorp (since 1998). Richard P. Chapman, Jr., Born: 1935 1978 21 President and Chief Executive Officer, Brookline Bancorp Inc. (lending) (since 1972); Director, Lumber Insurance Co. (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William J. Cosgrove, Born: 1933 1991 21 Vice President, Senior Banker and Senior Credit Officer, Citibank, N.A. (retired 1991); Executive Vice President, Citadel Group Representatives, Inc. (financial reinsurance) (until 2004); Director, Hudson City Savings Bank (since 1995); Director, Hudson City Bancorp (since 1999); Trustee, Scholarship Fund for Inner City Children (since 1986). Richard A. Farrell, Born: 1932 1996 21 President, Farrell, Healer & Co., Inc. (venture capital management firm) (since 1980) and President, the Venture Capital Fund of NE (since 1980); prior to 1980, headed the venture capital group at Bank of Boston Corporation; Trustee, Marblehead Savings Bank (since 1994). 29 Name, age 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 William F. Glavin,2 Born: 1932 1996 21 President Emeritus, Babson College (as of 1998); Vice Chairman, Xerox Corporation (until 1989); Director, Reebok, Inc. (until 2002) and Inco Ltd. (until 2002). John A. Moore,2 Born: 1939 1996 31 President and Chief Executive Officer, Institute for Evaluating Health Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). Patti McGill Peterson,2 Born: 1943 1996 31 Executive Director, Council for International Exchange of Scholars and Vice President, Institute of International Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; 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). John W. Pratt, Born: 1931 1996 21 Professor of Business Administration Emeritus, Harvard University Graduate School of Business Administration (as of 1998). Non-Independent Trustees 3 Name, age 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 A. Shepherdson, Born: 1952 2004 49 President and Chief Executive Officer Executive Vice President, Manulife Financial Corporation (since 2004); Chairman, Director, President and Chief Executive Officer, John Hancock Advisers, LLC and The Berkeley Financial Group, LLC (holding company); Chairman, Director, President and Chief Executive Officer, John Hancock Funds, LLC; Chairman, President, Director and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp"); Director, Chairman and President, NM Capital Management, Inc.; President, John Hancock Retirement Services, John Hancock Life Insurance Company (until 2004); Chairman, Essex Corporation (until 2004); Co-Chief Executive Officer, MetLife Investors Group (until 2003); Senior Vice President, AXA/Equitable Insurance Company (until 2000). 30 Principal officers who are not Trustees Name, age Position(s) held with Fund Officer Principal occupation(s) and of Fund directorships during past 5 years since William H. King, Born: 1952 1988 Vice President and Treasurer Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001). Susan S. Newton, Born: 1950 1984 Senior Vice President, Secretary and Chief Legal Officer Senior Vice President, Secretary and Chief Legal Officer, SAMCorp., the Adviser and each of the John Hancock funds, John Hancock Funds and The Berkeley Financial Group, LLC; Vice President, Signature Services (until 2000); Director, Senior Vice President and Secretary, NM Capital Management, Inc. The business address for all Trustees and Officers is 101 Huntington Avenue, Boston, Massachusetts 02199. 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 Committee. 3 Non-independent Trustees hold positions with the Fund's investment adviser, underwriter and certain other affiliates. 31 OUR FAMILY OF FUNDS - ------------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Growth Trends Fund International Fund Large Cap Equity Fund Large Cap Growth Fund Large Cap Select Fund Mid Cap Growth Fund Multi Cap Growth Fund Small Cap Fund Small Cap Equity Fund Small Cap Growth Fund Sovereign Investors Fund U.S. Global Leaders Growth Fund - ------------------------------------------------------------- Sector Biotechnology Fund Financial Industries Fund Health Sciences Fund Real Estate Fund Regional Bank Fund Technology Fund - ------------------------------------------------------------- Income Bond Fund Government Income Fund High Income Fund High Yield Fund Investment Grade Bond Fund Strategic Income Fund - ------------------------------------------------------------- Tax-Free Income California Tax-Free Income Fund High Yield Municipal Bond Fund Massachusetts Tax-Free Income Fund New York Tax-Free Income Fund Tax-Free Bond Fund - ------------------------------------------------------------- Money Market Money Market Fund U.S. Government Cash Reserve A fund's investment objectives, risks, charges and expenses are included in the prospectus and should be considered carefully before investing. For a prospectus, call your financial professional, call John Hancock Funds at 1-800-225-5291 or visit our Web site at www.jhfunds.com. Please read the prospectus carefully before investing or sending money. 32 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 John Hancock Advisers, LLC 101 Huntington Avenue Boston, MA 02199-7603 Principal distributor John Hancock Funds, LLC 101 Huntington Avenue Boston, MA 02199-7603 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 Independent registered public accounting firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 How to contact us Internet www.jhfunds.com Mail Regular mail: Express mail: John Hancock John Hancock Signature Services, Inc. Signature Services, Inc. 1 John Hancock Way, Suite 1000 Mutual Fund Image Operations Boston, MA 02217-1000 529 Main Street Charlestown, MA 02129 Phone Customer service representatives 1-800-225-5291 24-hour automated information 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 Securities and Exchange Commission's Web site, www.sec.gov. 33 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 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 the John Hancock Large Cap Growth Fund. 2000A 10/04 12/04 JOHN HANCOCK Mid Cap Growth Fund 10.31.2004 Annual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of James A. Shepherdson, Chief Executive Officer, flush left next to first paragraph.] CEO CORNER Table of contents Your fund at a glance page 1 Manager's report page 2 A look at performance page 6 Growth of $10,000 page 7 Your expenses page 8 Fund's investments page 10 Financial statements page 15 Trustees & officers page 30 For more information page 33 Dear Fellow Shareholders, The stock market made little, if any, headway year-to-date through October 2004, as it wrestled with a variety of uncertainties. Questions about the continuing strength of the economy, the effects of rising interest rates and expectations for corporate earnings growth kept investors jittery. In addition, record high crude oil prices, geopolitical issues and a closely contested U.S. presidential race all weighed on the market. The picture brightened in early November with the election over and oil prices moderating somewhat. Year-to-date through October 31, 2004, the Standard & Poor's 500 Index was up 3.06%, while the Dow Jones Industrial Average and the Nasdaq Composite Index were slightly negative, returning --2.40% and --1.05%, respectively. Despite the Federal Reserve's three hikes in short-term interest rates from historic lows, bonds still managed to outperform stocks, with the Lehman Brothers Aggregate Bond Index up 4.22%. In news closer to home, we are pleased to announce that on June 15, 2004, your fund's Board of Trustees appointed Charles L. Ladner as independent Chairman of the Board of Trustees, a position previously held by John Hancock Funds LLC's former Chairman and Chief Executive Officer, Maureen Ford Goldfarb. This appointment came in advance of new SEC regulations requiring all mutual funds to have independent chairmen. Mr. Ladner has served as an independent member of John Hancock Funds' Board of Trustees since 1992 and formerly held the position of Senior Vice President and Chief Financial Officer of UGI Corporation, a public utility holding company in Valley Forge, PA, until his retirement in 1998. He brings a wealth of knowledge, experience and leadership and we are delighted to have him serve as Chairman. Sincerely, /S/ James A. Shepherdson James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of October 31, 2004. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks long-term capital appreciation by investing at least 80% of its assets in stocks of medium- capitalization companies (in the capitalization range of the Russell Midcap Growth Index) with above- average earnings growth. Over the last twelve months * The stock market ended higher, despite mounting uncertainty in the second half of the year. * Growth stocks lagged value stocks, but mid-cap stocks came out ahead of their large- and small-cap counterparts. * Disappointing stock selection in the technology and consumer discretionary sectors hurt Fund performance. [Bar chart with heading "John Hancock Mid Cap Growth Fund." Under the heading is a note that reads "Fund performance for the year ended October 31, 2004." The chart is scaled in increments of 1% with -2% at the bottom and 0% at the top. The first bar represents the -1.19% total return for Class A. The second bar represents the -1.94% total return for Class B. The third bar represents the -1.94% total return for Class C. The fourth bar represents the -0.47% total return for Class I. A note below the chart reads "Total returns for the Fund are at net asset value with all distributions reinvested.] Top 10 holdings 4.1% Sotheby's Holdings, Inc. (Class A) 4.0% Comverse Technology, Inc. 3.7% Protein Design Labs, Inc. 3.6% Affiliated Managers Group, Inc. 3.4% Panera Bread Co. 3.1% BJ Services Co. 3.0% Medicines Co. (The) 3.0% Manpower, Inc. 2.8% Coach, Inc. 2.8% VERITAS Software Corp. As a percentage of net assets on October 31, 2004. 1 BY THOMAS P. NORTON, CFA, PORTFOLIO MANAGER MANAGER'S REPORT JOHN HANCOCK Mid Cap Growth Fund Stocks advanced for the year ended October 31, 2004, with the Standard & Poor's 500 Index returning 9.42%. The market rallied early on, as the economy rebounded and corporate earnings met or beat investor expectations. Pressures mounted, however, in the second half of the period. In particular, soaring energy prices and rising interest rates hampered both consumer and corporate spending. Earnings growth, while reasonable, disappointed investors who had expected stronger numbers. Geopolitical concerns, the U.S. presidential election and the sustainability of economic growth also weighed on the market. As investors struggled with an uncertain outlook, growth stocks trailed value stocks. Mid-cap stocks, however, fared well with the Russell MidCap Growth Index returning 8.77% over the 12-month period. "Stocks advanced for the year ended October 31, 2004..." Strategy and performance review John Hancock Mid Cap Growth Fund remained diversified across industries with a bias toward economically sensitive sectors. Our bottom-up approach to stock selection focused on solid, well-run companies with strong earnings growth prospects. The Fund had sizable stakes in a handful of technology and consumer discretionary stocks that declined sharply during the period, resulting in disappointing performance. For the year ended October 31, 2004, the Fund's Class A, Class B, Class C and Class I shares returned -1.19%, -1.94%, -1.94%, and -0.47%, respectively, at net asset value. The Fund trailed the average mid-cap growth fund, which returned 5.25% during the same period, according to Lipper, Inc.1 Keep in mind that your net asset value return will be different from the Fund's if you were not invested in the Fund for the entire period and did not reinvest all distributions. Long-term performance information can be found on pages six and seven. Technology downdraft After delivering strong performance in late 2003 and early 2004, technology stocks reversed course as many companies began 2 reducing their tech-related purchases. By summer, many tech companies had missed earnings and revenues estimates. Disappointed investors sold their shares, causing stock prices to plummet. The Fund had good-sized investments in Foundry Networks, a networking company, as well as semiconductor manufacturers LTX and Broadcom. All three stocks suffered steep losses. We sold both Foundry and LTX as their business prospects had deteriorated, but kept Broadcom, which stands to benefit from upcoming new product launches. These and other sales reduced the Fund's sizable stake in technology. [Photo of Thomas Norton flush right next to first paragraph.] The Fund owned a few tech stocks that escaped the downturn and delivered very strong gains. They included Symantec, which makes Norton AntiVirus software, and Comverse Technology, a company that sells voice-mail software to wireless and wireline carriers. Both companies benefited from strong demand for their products. Disappointments from consumer discretionary LeapFrog Enterprises, an educational toy company, was another major detractor from performance. The stock suffered from increased competition as well as distribution issues that hurt the company's ability to maintain premium pricing. We sold our position because we were concerned that these could be long-term problems. During the year, we pared back on the Fund's retail investments amid worries that higher energy prices and interest rates would hurt consumer spending. We held on, however, to Coach, the leather goods retailer, which remained a top position and solid performer, thanks to good execution by management. We also kept a sizable stake in media names, despite disappointing performance for the year. We believe media stocks stand to do well once corporations increase spending on advertising. "After delivering strong perfor- mance in late 2003 and early 2004, technology stocks reversed course..." Positive contribution from health care In health care, our focus remained on biotechnology and pharmaceutical companies. Biogen Idec, a biotechnology company with a new promising multiple sclerosis drug, did particularly well and was a top performer. Aetna US Healthcare, a health insurer, also generated very strong returns following restructuring and industry-wide price 3 increases. We sold our stake in Aetna on concerns that price increases would slow and costs would rise. Protein Design Labs, another large investment, posted solid gains that helped returns. A biotech company that works with protein molecules to develop new drug treatments, it benefited from a steady revenue stream, partnerships with larger drug companies and upside potential from products in development. Offsetting some of these gains was Taro Pharmaceu ticals, a generic drug company. Taro's stock slid as inventory issues with some of its distributors surfaced and the company's new no-spill product for children got off to a slow start. Expecting these problems to be resolved, we maintained our position. [Table at top left-hand side of page entitled "Top five sectors." The first listing is Information technology 23%, the second is Consumer discretionary 19%, the third is Health care 18%, the fourth is Industrials 17%, and the fifth is Energy 8%.] Fuel from cyclical bias and energy We boosted the Fund's stake in other economically sensitive areas, such as industrials and materials. Within industrials, the Fund benefited from owning Sotheby's Holdings, the art auction house, and Monster Worldwide, the well-known Internet job listing service. Within materials, our top performer was Crown Holdings, a company that makes cans for beverages and foods. The company's efforts to reduce costs and pay down loans helped fuel strong gains. As competition eased, the company was also able to raise prices. [Pie chart at middle of page with heading "Portfolio diversification As a percentage of net assets on 10-31-04." The chart is divided into two sections (from top to left): Common stocks 99%, and Short-term investments & other 1%.] Energy stocks produced huge returns, as tight supplies and growing demand pushed commodity prices to record levels. The Fund benefited from owning EOG Resources, an exploration and production company that owns a stake in the highly successful Barnett Shale in Texas. In addition, energy services companies, 4 such as Smith International and BJ Services, did quite well as demand increased for their services. [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Period's performance...and what's behind the numbers." The first listing is Broadcom followed by a down arrow with the phrase "Missed earnings estimates, slowing demand for semiconductors." The second listing is Taro Pharmaceuticals followed by a down arrow with the phrase, "Inventory issues, ill-timed product launch." The third listing is EOG Resources followed by an up arrow with the phrase "Soaring commodity prices, productive oil field."] Cautiously optimistic outlook While we believe there are many reasons for optimism, we also recognize the potential for disruption in the market's progress. On the positive side, we think the economic recovery still has legs, with job growth potentially picking up. Interest rates remain at historically low levels, while inflation seems in check. Corporate balance sheets also are in good shape with historically high levels of cash that can be used for growth initiatives and continued innovation, or returned to shareholders through dividends or share repurchases. We expect to maintain the Fund's bias toward companies that will benefit from a continued recovery. However, sustained high energy prices, further interest rate hikes and possible global instability are all causes for concern that we plan to monitor closely as the year progresses. "While we believe there are many rea- sons for optimism, we also recognize the potential for disruption in the market's progress." This commentary reflects the views of the portfolio manager through the end of the Fund's period discussed in this report. The manager's statements reflect his 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. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 5 A LOOK AT PERFORMANCE For the period ended October 31, 2004 Class A Class B Class C Class I 1 Inception date 11-1-93 11-1-93 6-1-98 3-1-02 Average annual returns with maximum sales charge (POP) One year -6.09% -6.84% -2.92% -0.47% Five years -7.15 -7.20 -6.85 -- Ten years 4.38 4.33 -- -- Since inception -- -- -2.37 1.54 Cumulative total returns with maximum sales charge (POP) One year -6.09 -6.84 -2.92 -0.47 Five years -31.00 -31.17 -29.87 -- Ten years 53.49 52.84 -- -- Since inception -- -- -14.28 4.17 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 5% and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 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 return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than the original cost. The returns reflect past results and should not be considered indicative of future performance. 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. 1 For certain types of investors as described in the Fund's Class I share prospectus. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in two separate indexes. Russell Cum Value Cum Value Midcap of $10K of $10K S&P 500 Growth Plot Date (No Load) (w/Load) Index Index 10-31-94 $10,000 $9,500 $10,000 $10,000 11-30-94 9,634 9,150 9,636 9,559 4-30-95 10,593 10,060 11,046 10,831 10-31-95 11,753 11,162 12,643 12,424 4-30-96 15,372 14,599 14,383 14,491 10-31-96 16,002 15,197 15,689 14,655 4-30-97 14,491 13,762 17,998 15,061 10-31-97 17,408 16,532 20,729 18,261 4-30-98 19,268 18,299 25,394 21,209 10-31-98 15,771 14,978 25,290 18,703 4-30-99 19,510 18,529 30,932 23,827 10-31-99 22,246 21,127 31,782 25,750 4-30-00 30,181 28,663 34,069 36,460 10-31-00 29,645 28,154 33,722 35,710 4-30-01 20,256 19,237 29,652 25,716 10-31-01 14,862 14,115 25,325 20,432 4-30-02 15,735 14,944 25,911 21,856 10-31-02 12,553 11,922 21,499 16,834 4-30-03 13,077 12,419 22,464 18,214 10-31-03 16,356 15,534 25,976 23,450 4-30-04 16,356 15,534 27,605 24,798 10-31-04 16,162 15,349 28,411 25,503 [Line chart with the heading "GROWTH OF $10,000." Within the chart are four lines. The first line represents the Standard & Poor's 500 Index and is equal to $28,411 as of October 31, 2004. The second line represents the Russell Midcap Growth Index and is equal to $25,503 as of October 31, 2004. The third line represents the value of the hypothetical $10,000 investment made in the John Hancock Mid Cap Growth Fund, before sales charge, and is equal to $16,162 as of October 31, 2004. The fourth line represents the value of the same hypothetical investment made in the John Hancock Mid Cap Growth Fund, after sales charge, and is equal to $15,349 as of October 31, 2004.] Class B 1 Class C 1 Class I 2 Period beginning 10-31-94 6-1-98 3-1-02 Mid Cap Growth Fund $15,284 $8,572 $10,417 Index 1 28,411 11,383 10,454 Index 2 25,503 12,674 11,551 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 and Class I shares, respectively, as of October 31, 2004. The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. 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 -- Index 1 -- is an unmanaged index that includes 500 widely traded common stocks. Russell Midcap Growth Index -- Index 2 -- is an unmanaged index that contains those stocks from the Russell Midcap 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 and would be lower if they did. 1 No contingent deferred sales charge applicable. 2 For certain types of investors as described in the Fund's Class I share prospectus. 7 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 April 30, 2004, with the same investment held until October 31, 2004. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 - -------------------------------------------------------------------------- Class A $988.10 $9.02 Class B 984.40 12.47 Class C 984.40 12.49 Class I 990.70 5.29 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 October 31, 2004 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: Example -- -- -- -- | My account value / | | "expenses paid" | My | / $1,000.00 = 8.6 | X $| | = actual | $8,600.00 / | | from table | expenses -- -- -- -- 8 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% annual return before expenses (which is not your fund's actual return). It assumes an account value of $1,000.00 on April 30, 2004, with the same investment held until October 31, 2004. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 - -------------------------------------------------------------------------- Class A $1,016.07 $9.14 Class B 1,012.57 12.65 Class C 1,012.55 12.66 Class I 1,019.82 5.37 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 1.80%, 2.50%, 2.50% and 1.06% for Class A, Class B, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by [number of days in most recent fiscal half-year/365 or 366] (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on October 31, 2004 This schedule is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. Issuer Shares Value Common stocks 99.44% $136,558,836 (Cost $126,408,283) Advertising 1.79% 2,461,680 Omnicom Group, Inc. 31,200 2,461,680 Aerospace & Defense 2.27% 3,122,600 Engineered Support Systems, Inc. 65,000 3,122,600 Airlines 1.44% 1,975,400 AirTran Holdings, Inc. (I) 170,000 1,975,400 Apparel Retail 2.49% 3,423,500 Urban Outfitters, Inc. (I) 83,500 3,423,500 Apparel, Accessories & Luxury Goods 2.82% 3,870,290 Coach, Inc. (I) 83,000 3,870,290 Application Software 2.03% 2,788,099 BEA Systems, Inc. (I) 197,700 1,605,324 Manhattan Associates, Inc. (I) 57,500 1,182,775 Biotechnology 8.43% 11,570,707 Biogen Idec, Inc. (I)(L) 47,450 2,759,692 Gilead Sciences, Inc. (I)(L) 56,000 1,939,280 Millennium Pharmaceuticals, Inc. (I) 138,000 1,791,240 Protein Design Labs, Inc. (I)(L) 265,300 5,080,495 Broadcasting & Cable TV 3.33% 4,572,300 Univision Communications, Inc. (Class A) (I)(L) 75,000 2,322,000 Westwood One, Inc. (I) 97,500 2,250,300 Communications Equipment 6.58% 9,031,021 Comverse Technology, Inc (I)(L) 266,400 5,498,496 JDS Uniphase Corp. (I)(L) 582,500 1,846,525 McDATA Corp. (Class B) (I) 281,000 1,686,000 See notes to financial statements. 10 FINANCIAL STATEMENTS Issuer Shares Value Computer Storage & Peripherals 2.30% $3,158,180 Lexmark International, Inc. (I) 38,000 3,158,180 Data Processing & Outsourced Services 2.58% 3,545,750 Affiliated Computer Services, Inc. (Class A) (I) 65,000 3,545,750 Diversified Commercial Services 5.54% 7,610,764 ChoicePoint, Inc. (I) 47,347 1,971,056 Sotheby's Holdings, Inc. (Class A) (I) 301,750 5,639,708 Diversified Metals & Mining 3.44% 4,726,308 Freeport-McMoran Copper & Gold, Inc. (Class B) 72,000 2,607,840 Phelps Dodge Corp. 24,200 2,118,468 Electronic Manufacturing Services 1.57% 2,158,728 Jabil Circuit, Inc. (I)(L) 88,800 2,158,728 Employment Services 4.85% 6,663,050 Manpower, Inc. 89,600 4,054,400 Monster Worldwide, Inc. (I)(L) 93,000 2,608,650 Health Care Equipment 3.67% 5,036,940 Gen-Probe, Inc. (I) 76,000 2,663,040 Invitrogen Corp. (I)(L) 41,000 2,373,900 Health Care Services 0.96% 1,324,674 Caremark Rx, Inc. (I) 44,200 1,324,674 Investment Banking & Brokerage 3.56% 4,886,000 Affiliated Managers Group, Inc. (I)(L) 87,500 4,886,000 Leisure Products 2.69% 3,691,112 Jarden Corp. (I) 105,100 3,691,112 Metal & Glass Containers 2.26% 3,096,847 Crown Holdings, Inc. (I) 272,850 3,096,847 Movies & Entertainment 1.46% 2,005,185 Radio One, Inc. (Class D) (I)(L) 136,500 2,005,185 Oil & Gas Drilling 2.41% 3,308,688 Rowan Cos., Inc. (I) 129,600 3,308,688 Oil & Gas Equipment & Services 5.56% 7,634,220 BJ Services Co. (I)(L) 82,500 4,207,500 Smith International, Inc. (I)(L) 59,000 3,426,720 Paper Products 1.40% 1,926,960 Smurfit-Stone Container Corp. (I) 111,000 1,926,960 See notes to financial statements. 11 FINANCIAL STATEMENTS Issuer Shares Value Personal Products 2.16% $2,963,550 Estee Lauder Cos., Inc. (The) (Class A) 69,000 2,963,550 Pharmaceuticals 5.33% 7,313,148 Medicines Co. (The) (I)(L) 153,500 4,089,240 Rigel Pharmaceuticals, Inc. (I) 52,350 1,256,400 Taro Pharmaceutical Industries Ltd. (Israel) (I)(L) 74,050 1,967,508 Reinsurance 1.48% 2,036,670 RenaissanceRe Holdings Ltd. (Bermuda) 43,500 2,036,670 Restaurants 3.43% 4,715,550 Panera Bread Co. (I)(L) 135,000 4,715,550 Semiconductor Equipment 2.37% 3,254,975 ASML Holding NV (NY Reg Shares) (Netherlands) (I)(L) 87,000 1,239,750 Broadcom Corp. (Class A) (I) 74,500 2,015,225 Specialty Stores 2.30% 3,161,225 Bed Bath & Beyond, Inc. (I) 77,500 3,161,225 Systems Software 4.32% 5,929,242 Symantec Corp. (I)(L) 37,500 2,135,250 VERITAS Software Corp. (I) 173,400 3,793,992 Trading Companies & Distributors 2.62% 3,595,473 Fastenal Co. 65,100 3,595,473 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 32.43% $44,530,246 (Cost $44,530,246) Joint Repurchase Agreement 0.81% 1,115,000 Investment in a joint repurchase agreement transaction with Morgan Stanley -- Dated 10-29-04, due 11-01-04 (secured by U.S. Treasury Bond 8.125% due 08-15-19, U.S. Treasury Note 5.875% due 11-15-04, U.S. Treasury Inflation Indexed Bonds 3.375% thru 3.625% due 04-15-28 thru 04-15-32, and U.S. Treasury Inflation Indexed Notes 3.375% thru 3.875% due 01-15-09 thru 01-15-12) 1.770% $1,115 1,115,000 Shares Cash Equivalents 31.62% 43,415,246 AIM Cash Investment Trust (T) 43,415,246 43,415,246 See notes to financial statements. 12 FINANCIAL STATEMENTS Total investments 131.87% $181,089,082 Other assets and liabilities, net (31.87%) ($43,760,739) Total net assets 100.00% $137,328,343 (I) Non-income-producing security. (L) All or a portion of this security is on loan as of October 31, 2004. (T) Represents investment of securities lending collateral. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 13 FINANCIAL STATEMENTS PORTFOLIO CONCENTRATION October 31, 2004 (unaudited) This table shows the Fund's investments as a percentage of net assets, aggregated by various industries. Sector distribution Value as a percentage of Fund's net assets - ------------------------------------------------------------------------- Consumer Discretionary 18.68% Consumer Staples 2.16 Energy 7.97 Financials 5.04 Health Care 18.38 Industrials 16.72 Information Technology 23.39 Materials 7.10 Short-term investments 32.43 See notes to financial statements. 14 FINANCIAL STATEMENTS ASSETS AND LIABILITIES October 31, 2004 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 offering price per share. Assets Investments at value (cost $170,938,529) including $42,477,696 of securities loaned $181,089,082 Cash 530 Receivable for shares sold 5,521 Dividends and interest receivable 18,164 Other assets 26,223 Total assets 181,139,520 Liabilities Payable for shares repurchased 134,179 Payable upon return of securities loaned 43,415,246 Payable to affiliates Management fees 98,134 Distribution and service fees 9,136 Other 75,268 Other payables and accrued expenses 79,214 Total liabilities 43,811,177 Net assets Capital paid-in 219,979,074 Accumulated net realized loss on investments (92,779,923) Net unrealized appreciation of investments 10,150,553 Accumulated net investment loss (21,361) Net assets $137,328,343 Net asset value per share Based on net asset values and shares outstanding -- the Fund has an unlimited number of shares authorized with no par value Class A ($97,871,816 [DIV] 11,750,765 shares) $8.33 Class B ($33,962,886 [DIV] 4,472,853 shares) $7.59 Class C ($2,983,722 [DIV] 392,859 shares) $7.59 Class I ($2,509,919 [DIV] 295,143 shares) $8.50 Maximum offering price per share Class A 1 ($8.33 [DIV] 95%) $8.77 1 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. 15 FINANCIAL STATEMENTS OPERATIONS For the year ended October 31, 2004 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 Securities lending $249,387 Dividends (net of foreign withholding taxes of $167) 212,101 Interest 14,818 Total investment income 476,306 Expenses Investment management fees 1,223,563 Class A distribution and service fees 313,108 Class B distribution and service fees 424,589 Class C distribution and service fees 32,670 Class A, B and C transfer agent fees 782,832 Class I transfer agent fees 1,425 Printing 52,355 Registration and filing fees 48,068 Accounting and legal services fees 41,644 Custodian fees 34,800 Professional fees 32,436 Miscellaneous 27,600 Trustees' fees 9,091 Securities lending fees 7,369 Interest 3,711 Total expenses 3,035,261 Less expense reductions (56,364) Net expenses 2,978,897 Net investment loss (2,502,591) Realized and unrealized gain (loss) Net realized gain on investments 16,496,734 Change in net unrealized appreciation (depreciation) of investments (16,196,116) Net realized and unrealized gain 300,618 Decrease in net assets from operations ($2,201,973) See notes to financial statements. 16 FINANCIAL STATEMENTS 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 any increase or decrease in money shareholders invested in the Fund. Year Year ended ended 10-31-03 10-31-04 Increase (decrease) in net assets From operations Net investment loss ($2,569,314) ($2,502,591) Net realized gain 16,717,797 16,496,734 Change in net unrealized appreciation (depreciation) 23,244,385 (16,196,116) Increase (decrease) in net assets resulting from operations 37,392,868 (2,201,973) From Fund share transactions (13,076,268) (21,349,161) Net assets Beginning of period 136,562,877 160,879,477 End of period 1 $160,879,477 $137,328,343 1 Includes accumulated net investment loss of $20,809 and $21,361, respectively. See notes to financial statements. 17 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $12.85 $16.03 $7.66 $6.47 $8.43 Net investment loss 1 (0.17) (0.12) (0.11) (0.11) (0.12) Net realized and unrealized gain (loss) on investments 4.23 (7.48) (1.08) 2.07 0.02 Total from investment operations 4.06 (7.60) (1.19) 1.96 (0.10) Less distributions From net realized gain (0.88) (0.77) -- -- -- Net asset value, end of period $16.03 $7.66 $6.47 $8.43 $8.33 Total return 2 (%) 33.26 (49.87) (15.54) 30.29 (1.19) Ratios and supplemental data Net assets, end of period (in millions) $176 $85 $85 $107 $98 Ratio of expenses to average net assets (%) 1.46 1.63 1.89 1.98 1.75 Ratio of adjusted expenses to average net assets 3 (%) -- -- -- -- 1.79 Ratio of net investment loss to average net assets (%) (1.08) (1.13) (1.52) (1.62) (1.44) Portfolio turnover (%) 146 211 267 4 183 75 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $12.22 $15.08 $7.13 $5.98 $7.74 Net investment loss 1 (0.27) (0.18) (0.16) (0.15) (0.17) Net realized and unrealized gain (loss) on investments 4.01 (7.00) (0.99) 1.91 0.02 Total from investment operations 3.74 (7.18) (1.15) 1.76 (0.15) Less distributions From net realized gain (0.88) (0.77) -- -- -- Net asset value, end of period $15.08 $7.13 $5.98 $7.74 $7.59 Total return 2 (%) 32.30 (50.24) (16.13) 29.43 (1.94) Ratios and supplemental data Net assets, end of period (in millions) $241 $101 $46 $48 $34 Ratio of expenses to average net assets (%) 2.16 2.33 2.56 2.67 2.45 Ratio of adjusted expenses to average net assets 3 (%) -- -- -- -- 2.49 Ratio of net investment loss to average net assets (%) (1.78) (1.83) (2.20) (2.31) (2.14) Portfolio turnover (%) 146 211 267 4 183 75 See notes to financial statements. 19 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $12.21 $15.07 $7.13 $5.99 $7.74 Net investment loss 1 (0.27) (0.18) (0.16) (0.15) (0.17) Net realized and unrealized gain (loss) on investments 4.01 (6.99) (0.98) 1.90 0.02 Total from investment operations 3.74 (7.17) (1.14) 1.75 (0.15) Less distributions From net realized gain (0.88) (0.77) -- -- -- Net asset value, end of period $15.07 $7.13 $5.99 $7.74 $7.59 Total return 2 (%) 32.32 (50.21) (15.99) 29.22 (1.94) Ratios and supplemental data Net assets, end of period (in millions) $5 $3 $2 $3 $3 Ratio of expenses to average net assets (%) 2.16 2.33 2.58 2.68 2.45 Ratio of adjusted expenses to average net assets 3 (%) -- -- -- -- 2.49 Ratio of net investment loss to average net assets (%) (1.80) (1.83) (2.21) (2.32) (2.14) Portfolio turnover (%) 146 211 267 4 183 75 See notes to financial statements. 20 FINANCIAL HIGHLIGHTS CLASS I SHARES Period ended 10-31-02 5 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $8.16 $6.51 $8.54 Net investment loss 1 (0.06) (0.06) (0.06) Net realized and unrealized gain (loss) on investments (1.59) 2.09 0.02 Total from investment operations (1.65) 2.03 (0.04) Net asset value, end of period $6.51 $8.54 $8.50 Total return 2 (%) (20.22)6 31.18 (0.47) Ratios and supplemental data Net assets, end of period (in millions) $3 $3 $3 Ratio of expenses to average net assets (%) 1.46 7 1.22 1.02 Ratio of net investment loss to average net assets (%) (1.00)7 (0.85) (0.71) Portfolio turnover (%) 267 4 183 75 1 Based on the average of the shares outstanding. 2 Assumes dividend reinvestment and does not reflect the effect of sales charges. 3 Does not take into consideration expense reductions during the period shown. 4 Excludes merger activity. 5 Class I shares began operations on 3-1-02. 6 Not annualized. 7 Annualized. See notes to financial statements. 21 NOTES TO STATEMENTS Note A Accounting policies John Hancock Mid Cap Growth Fund (the "Fund") is a diversified series of John Hancock Invest ment Trust III, an open-end management investment company registered under the Investment Company Act of 1940. The investment objective of the Fund is to seek long-term capital appreciation. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B, Class C and Class I shares. 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 Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission 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. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days may be valued at amortized cost, which approximates market value. Investments in AIM Cash Investment Trust are valued at their net asset value each business day. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Class allocations Income, common expenses and realized and unrealized gains 22 (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, and transfer agent fees for Class I shares, are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate, with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the year ended October 31, 2004. Securities lending The Fund may lend securities to certain qualified brokers who pay the Fund negotiated lender fees. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At October 31, 2004, the Fund loaned securities having a market value of $42,477,696 collateralized by cash in the amount of $43,415,246. The cash collateral was invested in a short-term instrument. Securities lending expenses are paid by the Fund to the Adviser. 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 has $92,779,923 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: October 31, 2008 -- $821,684, October 31, 2009 -- $66,951,793 and October 31, 2010 -- $25,006,446. Availability of a certain amount of loss carryforward, which was acquired on June 7, 2002 in a merger, may be limited in a given year. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. Distributions paid by the 23 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 October 31, 2004, 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 in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, 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 average daily net asset value, (b) 0.75% of the next $500,000,000 and (c) 0.70% of the Fund's average daily net asset value in excess of $1,000,000,000. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of 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. Class A shares are assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $94,720 with regard to sales of Class A shares. Of this amount, $12,207 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $61,329 was paid as sales commissions to unrelated broker-dealers and $21,184 was paid as sales commissions to sales personnel of Signator Investors, Inc. ("Signator Investors"), a related broker-dealer. The Adviser's indirect parent, John Hancock Life Insurance Company ("JHLICo"), is the indirect sole shareholder of Signator Investors. Prior to July 15, 2004, Class C shares were assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $1,411 with regard to sales of Class C shares. Of this amount, $1,309 was paid as sales commissions to unrelated broker-dealers and $102 was paid as sales commissions to sales personnel of Signator Investors. 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 24 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 JH Funds 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 October 31, 2004, CDSCs received by JH Funds amounted to $78,082 for Class B shares and $219 for Class C shares. The Fund has a transfer agent agreement with John Han cock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. For Class A, Class B and Class C shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class's average daily net asset value, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. For Class I shares the Fund pays a monthly transfer agent fee at a total annual rate of 0.05% of Class I average daily net asset value. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. Accord ingly, the transfer agent expense for Class A, Class B and Class C shares was reduced by $56,364 for the year ended October 31, 2004. Signature Services reserves the right to terminate this limitation at any time. The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the year amounted to $41,644. The Fund also paid the Adviser the amount of $662 for certain publishing services, included in the printing fees. Mr. James A. Shepherdson is a director and/or officer of the Adviser and/or its affiliates, as well as Trustee of the Fund. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 25 Note C Fund share transactions This listing illustrates the number of Fund shares sold and repurchased during the last two periods, along with the corresponding dollar value. Year ended 10-31-03 Year ended 10-31-04 Shares Amount Shares Amount Class A shares Sold 2,334,794 $16,511,673 1,967,512 $16,799,745 Repurchased (2,850,728) (19,782,837) (2,857,998) (24,115,884) Net decrease (515,934) ($3,271,164) (890,486) ($7,316,139) Class B shares Sold 913,561 $6,171,951 902,062 $6,933,222 Repurchased (2,400,880) (15,429,942) (2,635,622) (20,261,037) Net decrease (1,487,319) ($9,257,991) (1,733,560) ($13,327,815) Class C shares Sold 128,247 $829,129 120,684 $934,329 Repurchased (122,444) (789,063) (144,186) (1,101,394) Net increase (decrease) 5,803 $40,066 (23,502) ($167,065) Class I shares Sold 173,708 $1,227,046 57,520 $502,107 Repurchased (259,133) (1,814,225) (120,524) (1,040,249) Net decrease (85,425) ($587,179) (63,004) ($538,142) Net decrease (2,082,875) ($13,076,268) (2,710,552) ($21,349,161) Note D Investment transactions 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 October 31, 2004, aggregated $114,730,163 and $135,067,302, respectively. The cost of investments owned on October 31, 2004, including short-term invest ments, for federal income tax purposes, was $170,938,529. Gross unrealized appreciation and depreciation of investments aggregated $20,193,368 and $10,042,815, respectively, resulting in net unrealized appreciation of $10,150,553. Note E Reclassification of accounts During the year ended October 31, 2004, the Fund reclassified amounts to reflect a decrease in accumulated net realized loss on investments of $1,224,157, a decrease in accumulated net investment loss of $2,502,039 and a decrease in capital paid-in of $3,726,196. This represents the amounts necessary to report these balances on a tax basis, excluding certain temporary differences, as of October 31, 2004. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Fund, are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America, and book and tax differences in accounting for deferred compensation, net operating loss and expiring capital loss on carryforward. The calculation of net investment loss per share in the Fund's Financial Highlights excludes these adjustments. Note F Subsequent event A special meeting of shareholders was held on December 1, 2004, at which time one or more new Trustees were elected to the 26 Fund's Board of Trustees. Several Trustees had reached the age for mandatory retirement and plan to retire in 2004 and 2005. The Board of Trustees recommended and shareholders approved a proposal to consolidate the two panels into one Board of Trustees for all open-end funds within the John Hancock funds complex. The effective date for the newly elected Trustees to the Fund will be January 1, 2005. 27 AUDITORS' REPORT Report of Pricewaterhouse- Coopers LLP, Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of John Hancock Mid Cap 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 Mid Cap Growth Fund (the "Fund") at October 31, 2004, the results of its operations, the changes in its net assets and the financial highlights for 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 securities at October 31, 2004, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts December 13, 2004 28 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 October 31, 2004. 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 2004. Shareholders will be mailed a 2004 U.S. Treasury Department Form 1099-DIV in January 2005. This will reflect the total of all distributions that are taxable for calendar year 2004. 29 TRUSTEES & 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, age 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 Charles L. Ladner, 2 Born: 1938 2004 49 Independent Chairman (since 2004); 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 for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). Dennis S. Aronowitz, Born: 1931 1996 21 Professor of Law, Emeritus, Boston University School of Law (as of 1996); Director, Brookline Bancorp (since 1998). Richard P. Chapman, Jr., Born: 1935 1996 21 President and Chief Executive Officer, Brookline Bancorp Inc. (lending) (since 1972); Director, Lumber Insurance Co. (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William J. Cosgrove, Born: 1933 1996 21 Vice President, Senior Banker and Senior Credit Officer, Citibank, N.A. (retired 1991); Executive Vice President, Citadel Group Representatives, Inc. (financial reinsurance) (until 2004); Director, Hudson City Savings Bank (since 1995); Director, Hudson City Bancorp (since 1999); Trustee, Scholarship Fund for Inner City Children (since 1986). Richard A. Farrell, Born: 1932 1993 21 President, Farrell, Healer & Co., Inc. (venture capital management firm) (since 1980) and President, the Venture Capital Fund of NE (since 1980); prior to 1980, headed the venture capital group at Bank of Boston Corporation; Trustee, Marblehead Savings Bank (since 1994). 30 Name, age 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 William F. Glavin, 2 Born: 1932 1993 21 President Emeritus, Babson College (as of 1998); Vice Chairman, Xerox Corporation (until 1989); Director, Reebok, Inc. (until 2002) and Inco Ltd. (until 2002). John A. Moore, 2 Born: 1939 1993 31 President and Chief Executive Officer, Institute for Evaluating Health Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). Patti McGill Peterson, 2 Born: 1943 1993 31 Executive Director, Council for International Exchange of Scholars and Vice President, Institute of International Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; 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). John W. Pratt, Born: 1931 1993 21 Professor of Business Administration Emeritus, Harvard University Graduate School of Business Administration (as of 1998). Non-Independent Trustees 3 Name, age 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 A. Shepherdson, Born: 1952 2004 49 President and Chief Executive Officer Executive Vice President, Manulife Financial Corporation (since 2004); Chairman, Director, President and Chief Executive Officer, John Hancock Advisers, LLC and The Berkeley Financial Group, LLC (holding company); Chairman, Director, President and Chief Executive Officer, John Hancock Funds, LLC; Chairman, President, Director and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp"); Director, Chairman and President, NM Capital Management, Inc.; President, John Hancock Retirement Services, John Hancock Life Insurance Company (until 2004); Chairman, Essex Corporation (until 2004); Co-Chief Executive Officer, MetLife Investors Group (until 2003); Senior Vice President, AXA/Equitable Insurance Company (until 2000). 31 Principal officers who are not Trustees Name, age Position(s) held with Fund Officer Principal occupation(s) and of Fund directorships during past 5 years since William H. King, Born: 1952 1993 Vice President and Treasurer Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001). Susan S. Newton, Born: 1950 1993 Senior Vice President, Secretary and Chief Legal Officer Senior Vice President, Secretary and Chief Legal Officer, SAMCorp., the Adviser and each of the John Hancock funds, John Hancock Funds and The Berkeley Financial Group, LLC; Vice President, Signature Services (until 2000); Director, Senior Vice President and Secretary, NM Capital Management, Inc. The business address for all Trustees and Officers is 101 Huntington Avenue, Boston, Massachusetts 02199. 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 Committee. 3 Non-independent Trustees hold positions with the Fund's investment adviser, underwriter and certain other affiliates. 32 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 John Hancock Advisers, LLC 101 Huntington Avenue Boston, MA 02199-7603 Principal distributor John Hancock Funds, LLC 101 Huntington Avenue Boston, MA 02199-7603 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 Independent registered public accounting firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 How to contact us Internet www.jhfunds.com Mail Regular mail: Express mail: John Hancock John Hancock Signature Services, Inc. Signature Services, Inc. 1 John Hancock Way, Suite 1000 Mutual Fund Image Operations Boston, MA 02217-1000 529 Main Street Charlestown, MA 02129 Phone Customer service representatives 1-800-225-5291 24-hour automated information 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 Securities and Exchange Commission's Web site, www.sec.gov. 33 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 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 the John Hancock Mid Cap Growth Fund. 3900A 10/04 12/04 JOHN HANCOCK International Fund 10.31.2004 Annual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of James A. Shepherdson, Chief Executive Officer, flush left next to first paragraph.] CEO CORNER Table of contents Your fund at a glance page 1 Managers' report page 2 A look at performance page 6 Growth of $10,000 page 7 Your expenses page 8 Fund's investments page 10 Financial statements page 16 Trustees & officers page 33 For more information page 37 Dear Fellow Shareholders, The stock market made little, if any, headway year-to-date through October 2004, as it wrestled with a variety of uncertainties. Questions about the continuing strength of the economy, the effects of rising interest rates and expectations for corporate earnings growth kept investors jittery. In addition, record high crude oil prices, geopolitical issues and a closely contested U.S. presidential race all weighed on the market. The picture brightened in early November with the election over and oil prices moderating somewhat. Year-to-date through October 31, 2004, the Standard & Poor's 500 Index was up 3.06%, while the Dow Jones Industrial Average and the Nasdaq Composite Index were slightly negative, returning -2.40% and -1.05%, respectively. Despite the Federal Reserve's three hikes in short-term interest rates from historic lows, bonds still managed to outperform stocks, with the Lehman Brothers Aggregate Bond Index up 4.22%. In news closer to home, we are pleased to announce that on June 15, 2004, your fund's Board of Trustees appointed Charles L. Ladner as independent Chairman of the Board of Trustees, a position previously held by John Hancock Funds LLC's former Chairman and Chief Executive Officer, Maureen Ford Goldfarb. This appointment came in advance of new SEC regulations requiring all mutual funds to have independent chairmen. Mr. Ladner has served as an independent member of John Hancock Funds' Board of Trustees since 1992 and formerly held the position of Senior Vice President and Chief Financial Officer of UGI Corporation, a public utility holding company in Valley Forge, PA, until his retirement in 1998. He brings a wealth of knowledge, experience and leadership and we are delighted to have him serve as Chairman. Sincerely, /S/ JAMES A. SHEPHERDSON James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of October 31, 2004. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks long-term growth of capital by normally investing at least 80% of its assets in stocks of foreign companies. Over the last twelve months * International stock markets moved higher amid global economic improvement. * While strong on absolute terms, the Fund's results lagged its benchmark index because of its focus on growth stocks, which trailed value stocks. * Positions in Hong Kong, Mexico and Russia added value relative to the benchmark. [Bar chart with heading "John Hancock International Fund." Under the heading is a note that reads "Fund performance for the year ended October 31, 2004." The chart is scaled in increments of 5 with 0% at the bottom and 15% at the top. The first bar represents the 9.18% total return for Class A. The second bar represents the 8.43% total return for Class B. The third bar represents the 8.43% total return for Class C. The fourth bar represents the 10.16% total return for Class I. A note below the chart reads "Total returns for the Fund are at net asset value with all distributions reinvested."] Top 10 holdings 2.7% America Movil SA de CV 2.2% Esprit Holdings Ltd. 2.1% WMC Resources Ltd. 2.1% Carnival Plc 2.1% Morrison (Wm.) Supermarkets Plc 2.1% Sanofi-Aventis SA 2.0% Sumitomo Mitsui Financial Group, Inc. 2.0% Rank Group Plc 1.9% Deutsche Telekom AG 1.8% News Corp. Ltd. (The) As a percentage of net assets on October 31, 2004. 1 BY HORACIO A. VALEIRAS, CFA, FOR THE NICHOLAS-APPLEGATE CAPITAL MANAGEMENT PORTFOLIO MANAGEMENT TEAM MANAGERS' REPORT JOHN HANCOCK International Fund International stock prices climbed higher during the year ended October 31, 2004, adding to impressive gains from the prior twelve months. U.S.-based investors further benefited from the appreciation of many foreign currencies versus the U.S. dollar, as this boosted international equity performance in dollar terms. In late 2003 and early 2004, overseas stock markets rose steadily against a backdrop of global economic improvement, rising corporate earnings and surging commodity prices. Equities retrenched in the spring and summer, however, as headwinds that had been in place for much of the year overwhelmed investors, including rising oil prices, terrorism fears and higher U.S. interest rates. Interna tional stock markets resumed their upward path in August, buoyed by a number of favorable developments. For example, investors seemed to become more comfortable with the outlook for emerging markets, especially China's ability to engineer a soft landing for its booming economy. "Equity performance was strong worldwide, with stocks in nearly every market posting solid increases." Equity performance was strong worldwide, with stocks in nearly every market posting solid increases. In Japan, the economy continued to gradually recover, and business confidence rose to a level unseen in more than a decade. In the United Kingdom, unemployment was low, consumer spending was brisk and corporate profitability was the highest it had been since 1999. Stock market gains were particularly strong in smaller European markets. For instance, equities were up more than 30% on average in Norway and Russia, as these energy-producing countries benefited from high oil and natural gas prices. From a sector perspective, equity gains were also broad-based. The information technology sector was the only group to generate a negative return, as tech stocks fell on evidence of weakening demand and building inventories. In contrast, energy and materials companies were among the best performers, driven by robust global demand for commodities, such as oil, steel and coal. 2 Fund performance explained For the 12 months ended October 31, 2004, John Hancock International Fund's Class A, Class B, Class C and Class I shares gained 9.18%, 8.43%, 8.43% and 10.16%, respectively, at net asset value. During the same period, the average international multi-cap growth fund advanced 13.15%, according to Lipper, Inc.,1 while the benchmark MSCI All Country World Free Ex-U.S. Index rose 16.67%. Keep in mind that your net asset value return will be different from the Fund's performance if you were not invested in the Fund for the entire period and did not reinvest all distributions. See pages six and seven for historical performance information. The Fund's return was strong in absolute terms, as positions in the majority of countries and sectors registered solid gains. On a comparative basis, however, the Fund lagged its benchmark. Consistent with our investment philosophy, the Fund's holdings are concentrated in growth stocks, while the MSCI All Country World Free Ex-U.S. Index contains both growth and value names. This difference in style hurt the Fund's relative performance because investors demonstrated a strong preference for value stocks this period. Issue selection in the United Kingdom, the Netherlands and among financials and industrials was also unfavorable. "...positions in Hong Kong, Mexico and Russia added value relative to the benchmark." Positive stock selection On a positive note, positions in Hong Kong, Mexico and Russia added value relative to the benchmark. Stock selection drove outperformance in Hong Kong, while both stock selection and overweight positions were advantageous in Mexico and Russia. In addition, select positions in the consumer staples, energy and telecommunication services sectors favorably impacted results versus the index. Top-performing stocks included Sino Land, a Hong Kong real estate firm that experienced a decline in financing costs; Precision Drilling, a Canadian oilfield services company which benefited from high energy prices; and America Movil, a Mexican wireless communications provider that saw robust subscriber growth. Among the decliners were ASM International, a Dutch semiconductor equipment manufacturer which experienced a softening in orders; 3 Samsung Heavy Industries, a South Korean producer of ships and construction equipment that was hurt by rising raw material costs; and British Sky Broadcasting, a U.K. satellite television operator which suffered from disappointing subscriber growth. [Table at top left-hand side of page entitled "Top five industry groups." The first listing is Diversified banks 13%, the second is Integrated telecommunication services 7%, the third is Wireless telecommunication services 6%, the fourth is Pharmaceuticals 4%, and the fifth is Integrated oil & gas 3%.] Fund moves During the period, there were changes in the Fund's country and sector weightings that resulted from our stock-by-stock investment decisions. Assets were shifted from emerging nations in the Asia Pacific region, most notably Taiwan and South Korea, in favor of opportunities identified in developed European countries, such as Germany and Italy. Changes in sector exposures included a decrease in the Fund's information technology holdings and an increase in consumer discretionary and telecommunication services stocks. Holdings remained well diversified at the end of the period, with broad representation across countries and sectors. Compared to the benchmark, the Fund was overweight stocks in developed and emerging Asian countries and underweight developed European countries. The Fund was overweight consumer discretionary and telecommunication services stocks and underweight energy companies, financials and utilities. [Bar chart at middle of page with heading "Top five countries As a percentage of net assets on 10-31-04." The chart is divided into five sections: Japan 22%, United Kingdom 17%, Germany 8%, France 5% and Hong Kong 5%.] Outlook We are cautiously optimistic in our outlook for international equities. On the plus side, expectations are that economies in both developed and emerging countries will show solid growth in 2005. In many developing nations, inflation has remained relatively subdued, and higher commodity prices are helping a 4 number of economies, particularly in Latin America. However, the more widespread effects of steep energy prices, as well as ongoing concerns about global security, are likely to remain on investors' minds. In addition, market participants are expected to closely monitor signs of slower economic growth in the United States, which would impact American demand for local market exports. [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Period's performance...and what's behind the numbers." The first listing is Sino Land followed by an up arrow with the phrase "Decline in financing costs." The second listing is Precision Drilling followed by an up arrow with the phrase "Benefited from high energy costs." The third listing is British Sky Broadcasting followed by a down arrow with the phrase "Disappointing subscriber growth."] Regardless of what the future holds, we remain committed to our bottom-up stock selection process and continue to find exciting investment opportunities overseas. While the pace of economic activity has moderated in many countries, corporate earnings continue to grow. In addition, recent analysis we've done suggests that, if history is a guide, value stocks' leadership of the past several years is unlikely to continue much longer. By consistently applying our growth-oriented investment approach, we are confident in our ability to produce strong, long-term performance for shareholders. "We are cautiously optimistic in our outlook for international equities." 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 investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 5 A LOOK AT PERFORMANCE For the period ended October 31, 2004 Class A Class B Class C Class I 1 Inception date 1-3-94 1-3-94 6-1-98 3-1-02 Average annual returns with maximum sales charge (POP) One year 3.67% 3.43% 7.43% 10.16% Five years -9.35 -9.39 -9.07 -- Ten years -2.33 -2.38 -- -- Since inception -- -- -5.37 4.44 Cumulative total returns with maximum sales charge (POP) One year 3.67 3.43 7.43 10.16 Five years -38.78 -38.93 -37.85 -- Ten years -21.02 -21.40 -- -- Since inception -- -- -29.82 12.30 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 5% and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 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 return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than the original cost. The returns reflect past results and should not be considered indicative of future performance. 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. 1 For certain types of investors as described in the Fund's Class I share prospectus. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in the MSCI All Country World Free Ex-U.S. Index. MSCI All Country Cum Value Cum Value World of $10K of $10K Ex-U.S. Plot Date (No Load) (w/Load) Free Index 10-31-94 $10,000 $9,500 $10,000 11-30-94 9,353 8,880 9,503 4-30-95 9,340 8,869 9,801 10-31-95 9,504 9,024 9,622 4-30-96 10,368 9,844 10,789 10-31-96 10,158 9,645 10,435 4-30-97 10,474 9,945 10,673 10-31-97 9,831 9,335 10,743 4-30-98 11,466 10,887 12,177 10-31-98 10,382 9,858 11,060 4-30-99 11,796 11,201 12,849 10-31-99 12,904 12,252 13,622 4-30-00 13,606 12,919 14,665 10-31-00 11,594 11,009 13,150 4-30-01 9,594 9,110 11,934 10-31-01 7,582 7,199 9,677 4-30-02 7,840 7,444 10,392 10-31-02 6,257 5,941 8,443 4-30-03 6,257 5,941 8,579 10-31-03 7,619 7,234 10,709 4-30-04 8,171 7,758 11,818 10-31-04 8,318 7,898 12,492 [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the MSCI All Country World Free Ex-U.S. Index and is equal to $12,492 as of October 31, 2004. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock International Fund, before sales charge, and is equal to $8,318 as of October 31, 2004. The third line represents the value of the same hypothetical investment made in the John Hancock International Fund, after sales charge, and is equal to $7,898 as of October 31, 2004.] Class B 1 Class C 1 Class I 2 Period beginning 10-31-94 6-1-98 3-1-02 International Fund $7,860 $7,018 $11,230 Index 12,492 10,576 12,532 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 and Class I shares, respectively, as of October 31, 2004. The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. 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. Morgan Stanley Capital International (MSCI) All Country World Free Ex-U.S. Index is an unmanaged index of freely traded stocks of foreign companies. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 2 For certain types of investors as described in the Fund's Class I share prospectus. 7 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 April 30, 2004, with the same investment held until October 31, 2004. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 - ----------------------------------------------- Class A $1,018.00 $8.76 Class B 1,014.50 12.19 Class C 1,014.50 12.35 Class I 1,022.10 5.17 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 October 31, 2004 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: Example -- -- -- -- | My account value / | | "expenses paid" | My | $8,600.00 / $1,000.00 = 8.6 | X $| from table | = actual | / | | | expenses -- -- -- -- 8 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% annual return before expenses (which is not your fund's actual return). It assumes an account value of $1,000.00 on April 30, 2004, with the same investment held until October 31, 2004. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses. Account value Expenses paid $1,000.00 Ending value during period on 4-30-04 on 10-31-04 ended 10-31-04 1 - ---------------------------------------------- Class A $1,016.45 $8.75 Class B 1,013.03 12.19 Class C 1,012.87 12.34 Class I 1,020.02 5.17 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 1.73%, 2.41%, 2.44% and 1.02% for Class A, Class B, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by [number of days in most recent fiscal half-year/365 or 366] (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on October 31, 2004 This schedule is divided into four main categories: common stocks, preferred stocks, securities-linked warrants and short-term investments. The common and preferred stocks and securities-linked warrants are further broken down by country. Short-term investments, which represent the Fund's cash position, are listed last. Issuer, description Shares Value Common stocks 94.81% $89,547,664 (Cost $80,626,485) Australia 4.52% 4,267,339 Aristocrat Leisure Ltd. (Casinos & Gaming) 86,022 552,941 News Corp. Ltd. (The) (Movies & Entertainment) 210,358 1,695,316 WMC Resources Ltd. (Diversified Metals & Mining) 399,737 2,019,082 Belgium 1.08% 1,024,569 InBev (Brewers) 28,757 1,024,569 Brazil 0.90% 854,588 Empresa Brasileira de Aeronautica SA, American Depositary Receipts (ADR) (Aerospace & Defense) 32,200 854,588 Canada 4.18% 3,950,984 ATI Technologies, Inc. (Semiconductors) (I) 47,200 851,960 Molson, Inc. (A Shares) (Brewers) 36,500 939,470 Petro-Canada (Integrated Oil & Gas) 20,700 1,129,832 Precision Drilling Corp. (Oil & Gas Drilling) (I) 16,700 1,029,722 China 0.52% 494,231 PetroChina Co., Ltd. (Integrated Oil & Gas) 944,000 494,231 Finland 1.67% 1,577,465 Nokia Oyj (ADR) (Communications Equipment) 69,900 1,077,858 Stora Enso Oyj (R Shares) (Paper Products) 34,900 499,607 France 5.07% 4,785,296 Alcatel SA (Communications Equipment) (I) 9,249 135,598 BNP Paribas SA (Diversified Banks) 14,908 1,017,481 Dassault Systemes SA (Application Software) 32,643 1,661,221 Sanofi-Aventis SA (Pharmaceuticals) 26,888 1,970,996 See notes to financial statements. 10 FINANCIAL STATEMENTS Issuer, description Shares Value Germany 7.24% $6,834,890 Adidas-Salomon AG (Apparel, Accessories & Luxury Goods) 7,205 1,009,301 Bayer AG (Diversified Chemicals) 49,761 1,416,419 Bayerische Hypo- und Vereinsbank AG (Diversified Banks) (I) 50,287 988,142 Deutsche Telekom AG (Integrated Telecommunication Services) (I) 91,230 1,755,328 Merck KGaA (Pharmaceuticals) 17,078 954,753 Metro AG (Hypermarkets & Super Centers) 14,879 710,947 Greece 0.85% 803,795 Greek Organisation of Football Prognostics SA (Casinos & Gaming) 1,850 37,820 Hellenic Telecommunications Organization SA (Integrated Telecommunication Services) 49,320 765,975 Hong Kong 4.76% 4,498,494 Esprit Holdings Ltd. (Apparel Retail) 388,300 2,075,350 Hutchison Whampoa Ltd. (Industrial Conglomerates) 124,000 951,898 Sino Land Co., Ltd. (Real Estate Management & Development) 1,722,000 1,471,246 Indonesia 1.27% 1,196,296 PT Indonesian Satellite Corp Tbk (ADR) (Integrated Telecommunication Services) 45,800 1,196,296 Italy 4.27% 4,031,802 ENI SpA (Integrated Oil & Gas) 61,372 1,397,536 Saipem SpA (Oil & Gas Equipment & Services) 122,606 1,417,924 Telecom Italia Mobile SpA (Wireless Telecommunication Services) 205,798 1,216,342 Japan 22.05% 20,823,644 Asahi Glass Co., Ltd. (Building Products) 104,000 956,886 Canon, Inc. (Office Electronics) 23,200 1,146,193 Fuji Photo Film Co., Ltd. (Photographic Products) 43,000 1,470,433 Matsushita Electric Industrial Co., Ltd. (Consumer Electronics) 89,000 1,292,207 Mitsubishi Estate Co., Ltd. (Real Estate Management & Development) 132,000 1,395,315 Mizuho Financial Group, Inc. (Diversified Banks) 430 1,661,345 Rohm Co., Ltd. (Semiconductors) 8,800 904,440 Shin-Etsu Chemical Co., Ltd. (Specialty Chemicals) 35,400 1,347,648 SMC Corp. (Industrial Machinery) 8,900 954,232 Sumitomo Corp. (Trading Companies & Distributors) 143,000 1,065,813 Sumitomo Mitsui Financial Group, Inc. (Diversified Banks) 291 1,894,001 T&D Holdings, Inc. (Life & Health Insurance) 24,200 1,069,866 Tokyo Gas Co., Ltd. (Gas Utilities) 255,000 951,492 Toppan Printing Co., Ltd. (Commercial Printing) 102,000 986,662 Toyota Motor Corp. (Automobile Manufacturers) 31,200 1,217,230 See notes to financial statements. 11 FINANCIAL STATEMENTS Issuer, description Shares Value Japan (continued) UFJ Holdings, Inc. (Diversified Banks) (I) 306 1,422,180 Yamanouchi Pharmaceutical Co., Ltd. (Pharmaceuticals) 29,600 1,087,701 Malaysia 1.01% 958,434 Telekom Malaysia Berhad (Integrated Telecommunication Services) 316,700 958,434 Mexico 2.65% 2,503,600 America Movil SA de CV (ADR) (Wireless Telecommunication Services) 56,900 2,503,600 Netherlands 4.58% 4,323,990 ASM International NV (Semiconductor Equipment) (I) 35,307 513,112 ING Groep NV (Other Diversified Financial Services) 35,923 953,594 Royal Numico NV (Packaged Foods & Meats) (I) 47,552 1,607,216 Vedior NV (Employment Services) 84,822 1,250,068 Norway 0.54% 508,258 Telenor ASA (Integrated Telecommunication Services) 63,723 508,258 Philippines 0.52% 486,940 Philippine Long Distance Telephone Co. (Integrated Telecommunication Services) (I) 19,400 486,940 South Korea 2.63% 2,483,454 Hyundai Motor Co., Global Depositary Receipts (GDR) (Automobile Manufacturers) (S) 16,700 405,007 Hyundai Motor Co. (Automobile Manufacturers) 8,260 400,641 LG Electronics, Inc. (Consumer Electronics) 29,720 1,677,806 Spain 1.65% 1,558,686 Banco Bilbao Vizcaya Argentaria SA (Diversified Banks) 99,056 1,558,686 Switzerland 3.09% 2,917,044 Actelion Ltd. (Biotechnology) (I) 7,190 819,868 Synthes, Inc. (Health Care Equipment) 7,770 825,213 UBS AG (Diversified Capital Markets) 17,708 1,271,963 Taiwan 1.10% 1,039,505 Asustek Computer, Inc. (GDR) (Computer Storage & Peripherals) (S)(T) 469,260 1,039,505 Thailand 1.43% 1,354,730 Shin Corp. Pcl (Wireless Telecommunication Services) 600,800 585,218 True Corp. Pcl (Integrated Telecommunications Services) (I) 5,056,000 769,512 United Kingdom 17.23% 16,269,630 Aegis Group Plc (Advertising) 718,737 1,346,872 BPB Plc (Building Products) 183,345 1,415,575 Carnival Plc (Hotels, Resorts & Cruise Lines) 37,948 2,009,273 See notes to financial statements. 12 FINANCIAL STATEMENTS Issuer, description Shares Value United Kindom (continued) HSBC Holdings Plc (Diversified Banks) 98,863 1,597,444 Man Group Plc (Asset Management & Custody Banks) 55,789 1,339,616 Morrison (Wm) Supermarkets Plc (Food Retail) 482,777 2,008,958 Rank Group Plc (Leisure Facilities) 352,092 1,850,028 Royal Bank of Scotland Group Plc (Diversified Banks) 56,667 1,670,942 United Business Media Plc (Publishing) 173,287 1,518,590 Vodafone Group Plc (Wireless Telecommunication Services) 590,088 1,512,332 Issuer, description Value Preferred stocks 1.03% $972,565 (Cost $948,524) Germany 1.03% 972,565 ProSiebenSat.1 Media AG (Broadcasting & Cable TV) 54,109 972,565 Issuer, description Value Securities-linked warrants 1.52% $1,438,220 (Cost $1,327,943) India 0.01% 15,473 Hindustan Lever Ltd. (Household Products) (I)(Q) 115,000 15,473 Taiwan 1.51% 1,422,747 Cathay Financial Holding Co., Ltd (Life & Health Insurance) (I)(R) 741,000 1,418,185 United Microelectronics Corp. (Electrical Components & Equipment) (I)(R) 7,552 4,562 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 0.31% $290,000 (Cost $290,000) Joint Repurchase Agreement 0.31% 290,000 Investment in a joint repurchase agreement transaction with Morgan Stanley -- Dated 10-29-04, due 11-01-04 (secured by U.S. Treasury Bond 8.125% due 08-15-19, U.S. Treasury Note 5.875% due 11-15-04, U.S. Treasury Inflation Indexed Bonds 3.625% due 04-15-28 and 3.375% due 04-15-32, and U.S. Treasury Inflation Indexed Notes 3.375% thru 3.875% due 01-15-09 thru 01-15-12) 1.77% $290 290,000 See notes to financial statements. 13 Total investments 97.67% $92,248,449 Other assets and liabilities, net 2.33% $2,202,653 Total net assets 100.00% $94,451,102 (I) Non-income-producing security. (Q) Credit-linked warrant. (R) Equity-linked warrant. (S) These securities are exempt from registration under rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $1,444,512 or 1.53% of the Fund's net assets as of October 31, 2004. (T) Issuer is an affiliate of John Hancock Advisers, LLC. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 14 PORTFOLIO CONCENTRATION October 31, 2004 (unaudited) This table shows the Fund's investments as a percentage of net assets, aggregated by various industries. Industry distribution Value as a percentage of Fund's net assets - ------------------------------------------------------------------------------- Advertising 1.43% Aerospace & Defense 0.90 Apparel, Accessories & Luxury Goods 1.07 Apparel Retail 2.20 Application Software 1.76 Asset Management & Custody Banks 1.42 Automobile Manufacturers 2.14 Biotechnology 0.87 Brewers 2.08 Broadcasting & Cable TV 1.03 Building Products 2.51 Casinos & Gaming 0.63 Commercial Printing 1.04 Communications Equipment 1.28 Computer Storage & Peripherals 1.10 Consumer Electronics 3.14 Diversified Banks 12.50 Diversified Capital Markets 1.35 Diversified Chemicals 1.50 Diversified Metals & Mining 2.14 Electrical Components & Equipment 0.01 Employment Services 1.32 Food Retail 2.13 Gas Utilities 1.01 Health Care Equipment 0.87 Hotels Resorts & Cruise Lines 2.13 Household Products 0.02 Hypermarkets & Super Centers 0.75 Industrial Conglomerates 1.01 Industrial Machinery 1.01 Integrated Oil & Gas 3.20 Integrated Telecommunication Services 6.82 Leisure Facilities 1.96 Life & Health Insurance 2.63 Movie & Entertainment 1.79 Office Electronics 1.21 Oil & Gas Drilling 1.09 Oil & Gas Equipment & Services 1.50 Other Diversified Financial Services 1.01 Packaged Foods & Meats 1.70 Paper Products 0.53 Pharmaceuticals 4.25 Photographic Products 1.56 Publishing 1.61 Real Estate Management & Development 3.03 Semiconductor 1.86 Semiconductor Equipment 0.54 Specialty Chemicals 1.43 Trading Companies & Distributors 1.13 Wireless Telecommunication Services 6.16 Short-term investments 0.31 See notes to financial statements. 15 FINANCIAL STATEMENTS ASSETS AND LIABILITIES October 31, 2004 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 offering price per share. Assets Investments, at value Unaffiliated issuers (cost $82,226,715) $91,208,944 Affiliated issuers (cost $966,237) 1,039,505 Cash 316 Foreign cash, at value (cost $479,769) 480,719 Receivable for investments sold 12,128,891 Receivable for shares sold 1,107 Dividends and interest receivable 147,043 Other assets 14,921 Total assets 105,021,446 Liabilities Payable for investments purchased 10,240,692 Payable for shares repurchased 77,308 Payable to affiliates Management fees 89,876 Distribution and service fees 8,552 Other 52,565 Other payables and accrued expenses 101,351 Total liabilities 10,570,344 Net assets Capital paid-in 155,370,546 Accumulated net realized loss on investments and foreign currency transactions (69,963,607) Net unrealized appreciation of investments and translation of assets and liabilities in foreign currencies 8,993,899 Accumulated net investment income 50,264 Net assets $94,451,102 Net asset value per share Based on net asset values and shares outstanding -- the Fund has an unlimited number of shares authorized with no par value Class A ($63,694,820 [DIV] 9,396,405 shares) $6.78 Class B ($25,659,464 [DIV] 4,074,782 shares) $6.30 Class C ($3,808,192 [DIV] 604,588 shares) $6.30 Class I ($1,288,626 [DIV] 185,743 shares) $6.94 Maximum offering price per share Class A 1 ($6.78 [DIV] 95%) $7.14 1 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. 17 FINANCIAL STATEMENTS OPERATIONS For the year ended October 31, 2004 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 (including $11,326 received from affiliated issuers and net of foreign withholding taxes of $228,492) $1,725,268 Interest 18,503 Total investment income 1,743,771 Expenses Investment management fees 890,991 Class A distribution and service fees 194,517 Class B distribution and service fees 291,837 Class C distribution and service fees 37,685 Class A, B and C transfer agent fees 631,501 Class I transfer agent fees 604 Custodian fees 49,469 Registration and filing fees 46,587 Professional fees 35,462 Printing 27,397 Accounting and legal services fees 26,861 Miscellaneous 24,882 Interest 5,668 Trustees' fees 5,547 Total expenses 2,269,008 Less expense reductions (32,667) Net expenses 2,236,341 Net investment loss (492,570) Realized and unrealized gain (loss) Net realized gain (loss) on Investments 17,410,585 Foreign currency transactions (832,294) Change in net unrealized appreciation (depreciation) of Investments (8,033,807) Translation of assets and liabilities in foreign currencies (60,854) Net realized and unrealized gain 8,483,630 Increase in net assets from operations $7,991,060 See notes to financial statements. 17 FINANCIAL STATEMENTS 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 any increase or decrease in money shareholders invested in the Fund. Year Year ended ended 10-31-03 10-31-04 Increase (decrease) in net assets From operations Net investment loss ($332,738) ($492,570) Net realized gain 3,128,084 16,578,291 Change in net unrealized appreciation (depreciation) 10,775,633 (8,094,661) Increase in net assets resulting from operations 13,570,979 7,991,060 From Fund share transactions 71,228,289 (10,403,583) Net assets Beginning of period 12,064,357 96,863,625 End of period 1 $96,863,625 $94,451,102 1 Includes accumulated net investment income (loss) of ($20,791) and $50,264, respectively. See notes to financial statements. 18 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $10.95 $9.45 $6.18 $5.10 $6.21 Net investment loss 1 (0.04) (0.05) (0.04) (0.04) (0.02) Net realized and unrealized gain (loss) on investments (1.01) (3.22) (1.04) 1.15 0.59 Total from investment operations (1.05) (3.27) (1.08) 1.11 0.57 Less distributions From net realized gain (0.45) -- -- -- -- Net asset value, end of period $9.45 $6.18 $5.10 $6.21 $6.78 Total return 2,3 (%) (10.15) (34.60) (17.48) 21.76 9.18 Ratios and supplemental data Net assets, end of period (in millions) $15 $8 $6 $62 $64 Ratio of expenses to average net assets (%) 1.88 2.23 2.38 2.45 2.04 Ratio of adjusted expenses to average net assets 4 (%) 3.44 3.83 4.43 3.00 2.07 Ratio of net investment loss to average net assets (%) (0.43) (0.65) (0.68) (0.63) (0.27) Portfolio turnover (%) 163 278 228 5 216 5 201 See notes to financial statements. 19 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $10.55 $9.04 $5.86 $4.81 $5.81 Net investment loss 1 (0.12) (0.10) (0.08) (0.07) (0.06) Net realized and unrealized gain (loss) on investments (0.94) (3.08) (0.97) 1.07 0.55 Total from investment operations (1.06) (3.18) (1.05) 1.00 0.49 Less distributions From net realized gain (0.45) -- -- -- -- Net asset value, end of period $9.04 $5.86 $4.81 $5.81 $6.30 Total return 2,3 (%) (10.65) (35.18) (17.92) 20.79 8.43 Ratios and supplemental data Net assets, end of period (in millions) $12 $6 $5 $30 $26 Ratio of expenses to average net assets (%) 2.57 2.93 3.08 3.15 2.74 Ratio of adjusted expenses to average net assets 4 (%) 4.13 4.53 5.13 3.70 2.77 Ratio of net investment loss to average net assets (%) (1.13) (1.34) (1.38) (1.28) (0.98) Portfolio turnover (%) 163 278 228 5 216 5 201 See notes to financial statements. 20 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $10.57 $9.05 $5.87 $4.81 $5.81 Net investment loss 1 (0.11) (0.10) (0.08) (0.06) (0.06) Net realized and unrealized gain (loss) on investments (0.96) (3.08) (0.98) 1.06 0.55 Total from investment operations (1.07) (3.18) (1.06) 1.00 0.49 Less distributions From net realized gain (0.45) -- -- -- -- Net asset value, end of period $9.05 $5.87 $4.81 $5.81 $6.30 Total return 2,3 (%) (10.72) (35.14) (18.06) 20.79 8.43 Ratios and supplemental data Net assets, end of period (in millions) $1 $1 $1 $3 $4 Ratio of expenses to average net assets (%) 2.57 2.93 3.08 3.15 2.73 Ratio of adjusted expenses to average net assets 4 (%) 4.13 4.53 5.13 3.70 2.76 Ratio of net investment loss to average net assets (%) (1.07) (1.35) (1.38) (1.11) (0.96) Portfolio turnover (%) 163 278 228 5 216 5 201 See notes to financial statements. 21 FINANCIAL HIGHLIGHTS CLASS I SHARES Period ended 10-31-02 6 10-31-03 10-31-04 Per share operating performance Net asset value, beginning of period $6.18 $5.12 $6.30 Net investment income (loss) 1 (0.01) 0.03 0.04 Net realized and unrealized gain (loss) on investments (1.05) 1.15 0.60 Total from investment operations (1.06) 1.18 0.64 Net asset value, end of period $5.12 $6.30 $6.94 Total return 2,3 (%) (17.15) 7 23.05 10.16 Ratios and supplemental data Net assets, end of period (in millions) $1 $1 $1 Ratio of expenses to average net assets (%) 2.04 8 1.60 1.17 Ratio of adjusted expenses to average net assets 4 (%) 4.09 8 2.15 -- Ratio of net investment income (loss) to average net assets (%) (0.34) 8 0.58 0.60 Portfolio turnover (%) 228 5 216 5 201 1 Based on the average of the shares outstanding. 2 Assumes dividend reinvestment and does not reflect the effect of sales charges. 3 Total returns would have been lower had certain expenses not been reduced during the periods shown. 4 Does not take into consideration expense reductions during the periods shown. 5 Excludes merger activity. 6 Class I shares began operations on 3-01-02. 7 Not annualized. 8 Annualized. 22 FINANCIAL HIGHLIGHTS NOTES TO STATEMENTS Note A Accounting policies John Hancock International Fund (the "Fund") is a diversified series of John Hancock Investment III Trust, an open-end management investment company registered under the Investment Company Act of 1940. The investment objective of the Fund is to achieve long-term growth of capital. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B, Class C and Class I shares. 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 Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission 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. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days may be valued at amortized cost, which approximates market value. All portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign currency translation" below. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. Foreign currency translation All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London 23 currency exchange quotations as of 4:00 P.M., London time, on the date of any determination of the net asset value of the Fund. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign currency exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency exchange gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued as applicable. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribu tion and service fees, if any, and transfer agent fees for Class I shares are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate, with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the year ended October 31, 2004. Securities-linked warrants The Fund may buy and sell securities-linked warrants. The Fund purchases the equity-linked and credit-linked warrants from a broker, who in turn purchases the underlying securities in the local market and issues a call warrant hedged on the underlying holding. If the Fund exercises its call and closes its position, the underlying securities are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock or unit of fixed income security, therefore the price, performance and liquidity of the warrant are all directly linked to the underlying investments. The warrants can be redeemed for 100% of the 24 value of the underlying securities, less transaction costs. Securities-linked warrants are subject to risks related to the counterparty's ability to perform under the contract, and to the market risk of the underlying holding. The Fund may also suffer losses if it is unable to sell outstanding securities-linked warrants or reduce its exposure through offsetting transactions. Forward foreign currency exchange contracts The Fund may enter into forward foreign currency exchange contracts as a hedge against the effect of fluctuations in currency exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date at a set price. The aggregate principal amounts of the contracts are marked to market daily at the applicable foreign currency exchange rates. Any resulting unrealized gains and losses are included in the determination of the Fund's daily net asset value. The Fund records realized gains and losses at the time the forward foreign currency exchange contracts are closed out. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of the contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. These contracts involve market or credit risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. The Fund may also purchase and sell forward contracts to facilitate the settlement of foreign currency denominated portfolio transactions, under which it intends to take delivery of the foreign currency. Such contracts normally involve no market risk if they are offset by the currency amount of the underlying transactions. The Fund had no open forward foreign currency exchange contracts on October 31, 2004. 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 has $71,426,399 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: October 31, 2005 -- $99,966, October 31, 2006 -- $1,234,369, October 31, 2007 -- $442,948, October 31, 2008 -- $51,797,156, October 31, 2009 -- $13,925,126 and October 31, 2010 -- $3,926,834. Availability of a certain amount of the carryforwards which were acquired on June 7, 2002 in a merger with John Hancock International Equity Fund, on May 9, 2003 in mergers with John Hancock European Equity Fund and John Hancock Global Fund and in a merger with John Hancock Pacific Basin Equity Fund on September 26, 2003, may be limited in a given year. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. 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 25 be applied differently to each class. As of October 31, 2004, the components of distributable earnings on a tax basis included $1,689,144 of undistributed long-term capital gain. Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.90% of the first $100,000,000 of the Fund's average daily net asset value, (b) 0.80% of the next $200,000,000, (c) 0.75% of the next $200,000,000 and (d) 0.625% of the Fund's average daily net asset value in excess of $500,000,000. The Adviser has a subadvisory agreement with Nicholas-Applegate Capital Management, LLC. The Fund is not responsible for payment of the subadvisory fees. The Adviser has agreed to limit the Fund's total expenses excluding the distribution and service fees and transfer agent fees, to 1.27% of the Fund's average daily net asset value, at least until February 28, 2005. There were no expense reductions related to this total expense limitation for the year ended October 31, 2004. The Adviser reserves the right to terminate this limitation in the future. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of 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. Class A shares are assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $56,958 with regard to sales of Class A shares. Of this amount, $7,452 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $34,221 paid as sales commissions to unrelated broker-dealers and $15,285 paid as sales commissions to sales personnel of Signator Investors, Inc. ("Signator Investors"), a related broker-dealer. The Adviser's indirect parent, John Hancock Life Insurance Company ("JHLICO"), is the indirect sole shareholder of Signator Investors. Prior to July 15, 2004, Class C shares were assessed up-front sales charges. During the year ended October 31, 2004, JH Funds received net up-front sales charges of $4,616 with regard to sales of Class C shares. Of this amount, $4,569 was paid as sales 26 commissions to unrelated broker-dealers and $47 was paid as sales commissions to sales personnel of Signator Investors. 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 JH Funds 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 October 31, 2004, CDSCs received by JH Funds amounted to $51,459 for Class B shares and $980 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. For Class A, Class B and Class C shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class's average daily net asset value, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. For Class I shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of the average daily net asset value. Signature Services agreed to limit Class A, Class B and Class C shares' transfer agent fees to 0.78% of each class's average daily net asset value, at least until February 28, 2005. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. Accordingly, the transfer agent expense for Class A, Class B and Class C shares was reduced by $32,667 for the year ended October 31, 2004. Signature Services reserves the right to terminate this limitation at any time. The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the year amounted to $26,861. The Fund also paid the Adviser the amount of $865 for certain publishing services, included in the printing fees. Mr. James A. Shepherdson is a director and/or officer of the Adviser and/or its affiliates, as well as Trustee of the Fund. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as another asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 27 Note C Fund share transactions This listing illustrates the number of Fund shares sold, issued in reorganizations and repurchased during the last two periods, along with the corresponding dollar value. Year ended 10-31-03 Period ended 10-31-04 Shares Amount Shares Amount Class A shares Sold 1,647,644 $9,092,862 1,973,699 $13,194,450 Issued in reorganization 9,576,643 51,258,116 -- -- Repurchased (2,256,593) (12,418,091) (2,637,147) (17,370,134) Net increase (decrease) 8,967,694 $47,932,887 (663,448) ($4,175,684) Class B shares Sold 452,210 $2,359,494 1,369,403 $8,533,931 Issued in reorganization 4,660,904 23,715,852 -- -- Repurchased (894,451) (4,591,171) (2,491,843) (15,289,617) Net increase (decrease) 4,218,663 $21,484,175 (1,122,440) ($6,755,686) Class C shares Sold 193,720 $972,776 317,706 $1,985,539 Issued in reorganization 313,872 1,607,553 -- -- Repurchased (129,277) (641,150) (254,252) (1,557,702) Net increase (decrease) 378,315 $1,939,179 63,454 $427,837 Class I shares Sold 177,491 $978,406 42,406 $290,627 Repurchased (201,766) (1,106,358) (28,340) (190,677) Net increase (decrease) (24,275) ($127,952) 14,066 $99,950 Net increase (decrease) 13,540,397 $71,228,289 (1,708,368 ($10,403,583) Note D Investment transactions 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 October 31, 2004, aggregated $196,385,344 and $210,816,258, respectively. The cost of investments owned on October 31, 2004, including short-term investments, for federal income tax purposes, was $83,419,305. Gross unrealized appreciation and depreciation of investments aggregated $10,175,655 and $1,346,511, respectively, resulting in net unrealized appreciation of $8,829,144. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the tax deferral of losses on certain sales of securities. 28 Note E Transactions in securities of affiliated issuers Affiliated issuers, as defined by the Investment Company Act of 1940, are those in which the Fund's holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund's transactions in the securities of these issuers during the year ended October 31, 2004 is set forth below. Beginning Ending share share Realized Dividend Ending Affiliate amount amount gain income value Asustek Computer, Inc. GDR 144A bought: 426,600 shares sold: none -- 469,260* -- $11,326 $1,039,505 Totals $11,326 $1,039,505 * Reflects 10% stock dividend, record date August 9, 2004. Note F Reclassification of accounts During the year ended October 31, 2004, the Fund reclassified amounts to reflect a decrease in accumulated net realized loss on investments of $832,193, an increase in accumulated net investment income of $563,625 and a decrease in capital paid-in of $1,395,818. This represents the amounts necessary to report these balances on a tax basis, excluding certain temporary differences, as of October 31, 2004. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Fund, are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America, book and tax differences in accounting for deferred compensation, for net operating loss and certain foreign currency adjustments. The calculation of net investment income (loss) per share in the Fund's Fi nan cial Highlights excludes these adjustments. Note G Reorganizations On May 7, 2003, the shareholders of John Hancock Global Fund ("Global Fund") approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the Global Fund in exchange for Class A, Class B and Class C shares of the Fund. The acquisition was accounted for as a tax-free exchange of 6,558,929 Class A shares, 1,864,356 Class B shares and 130,784 of Class C shares of the Fund for the net assets of the Global Fund, which amounted to $34,316,962, $9,149,332 and $642,073 for Class A, Class B and Class C shares of the Global Fund, respectively, including the total of $1,730,018 of unrealized appreciation, after the close of business on May 9, 2003. On May 7, 2003, the shareholders of John Hancock European Equity Fund ("European Equity Fund") approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the European Equity Fund in exchange for Class A, Class B and Class C shares of the Fund. The acquisition was accounted for as a tax- free exchange of 889,585 Class A shares, 1,099,066 Class B shares and 48,954 Class C shares of the Fund for the net assets of the European Equity Fund, which amounted to $4,654,400, $5,393,668 and $240,336 for Class A, Class B and Class C shares of the European Equity Fund, respectively, including 29 the total of $1,183,872 of unrealized appreciation, after the close of business on May 9, 2003. On September 24, 2003, the shareholders of John Hancock Pacific Basin Equities Fund ("Pacific Basin Equities Fund") approved an Agreement and Plan of Reorganization, which provided for the transfer of substantially all of the assets and liabilities of the Pacific Basin Equities Fund in exchange for Class A, Class B and Class C shares of the Fund. The acquisition was accounted for as a tax-free exchange of 2,128,129 Class A shares, 1,697,482 Class B shares and 134,134 Class C shares of the Fund for the net assets of the Pacific Basin Equities Fund, which amounted to $12,286,754, $9,172,852 and $725,144 for Class A, Class B and Class C shares of the Pacific Basin Equities Fund, respectively, including the total of $3,956,781 of unrealized appreciation, after the close of business on September 26, 2003. Note H Subsequent event A special meeting of shareholders was held on December 1, 2004, at which time one or more new Trustees were elected to the Fund's Board of Trustees. Several Trustees had reached the age for mandatory retirement and plan to retire in 2004 and 2005. The Board of Trustees recommended and shareholders approved a proposal to consolidate the two panels into one Board of Trustees for all open-end funds within the John Hancock funds complex. The effective date for the newly elected Trustees to the Fund will be January 1, 2005. 30 AUDITORS' REPORT Report of Pricewaterhouse- Coopers LLP, Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of John Hancock International 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 Fund (the "Fund") at October 31, 2004, the results of its operations, the changes in its net assets and the financial highlights for 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 securities at October 31, 2004, by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts December 13, 2004 31 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 October 31, 2004. 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 2004. Shareholders will be mailed a 2004 U.S. Treasury Department Form 1099-DIV in January 2005. This will reflect the total of all distributions that are taxable for calendar year 2004. 32 TRUSTEES & 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, age 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 Charles L. Ladner, 2 Born: 1938 2004 49 Independent Chairman (since 2004); 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 for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). Dennis S. Aronowitz, Born: 1931 1996 21 Professor of Law, Emeritus, Boston University School of Law (as of 1996); Director, Brookline Bancorp (since 1998). Richard P. Chapman, Jr., Born: 1935 1996 21 President and Chief Executive Officer, Brookline Bancorp Inc. (lending) (since 1972); Director, Lumber Insurance Co. (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William J. Cosgrove, Born: 1933 1996 21 Vice President, Senior Banker and Senior Credit Officer, Citibank, N.A. (retired 1991); Executive Vice President, Citadel Group Representatives, Inc. (financial reinsurance) (until 2004); Director, Hudson City Savings Bank (since 1995); Director, Hudson City Bancorp (since 1999); Trustee, Scholarship Fund for Inner City Children (since 1986). Richard A. Farrell, Born: 1932 1994 21 President, Farrell, Healer & Co., Inc. (venture capital management firm) (since 1980) and President, the Venture Capital Fund of NE (since 1980); prior to 1980, headed the venture capital group at Bank of Boston Corporation; Trustee, Marblehead Savings Bank (since 1994). 33 Name, age 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 William F. Glavin, 2 Born: 1932 1994 21 President Emeritus, Babson College (as of 1998); Vice Chairman, Xerox Corporation (until 1989); Director, Reebok, Inc. (until 2002) and Inco Ltd. (until 2002). John A. Moore, 2 Born: 1939 1994 31 President and Chief Executive Officer, Institute for Evaluating Health Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). Patti McGill Peterson,2 Born: 1943 1994 31 Executive Director, Council for International Exchange of Scholars and Vice President, Institute of International Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; 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). John W. Pratt, Born: 1931 1994 21 Professor of Business Administration Emeritus, Harvard University Graduate School of Business Administration (as of 1998). Non-Independent Trustees 3 Name, age 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 A. Shepherdson, Born: 1952 2004 49 President and Chief Executive Officer Executive Vice President, Manulife Financial Corporation (since 2004); Chairman, Director, President and Chief Executive Officer, John Hancock Advisers, LLC and The Berkeley Financial Group, LLC (holding company); Chairman, Director, President and Chief Executive Officer, John Hancock Funds, LLC; Chairman, President, Director and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp"); Director, Chairman and President, NM Capital Management, Inc.; President, John Hancock Retirement Services, John Hancock Life Insurance Company (until 2004); Chairman, Essex Corporation (until 2004); Co-Chief Executive Officer, MetLife Investors Group (until 2003); Senior Vice President, AXA/Equitable Insurance Company (until 2000). 34 Principal officers who are not Trustees Name, age Position(s) held with Fund Officer Principal occupation(s) and of Fund directorships during past 5 years since William H. King, Born: 1952 1994 Vice President and Treasurer Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001). Susan S. Newton, Born: 1950 1994 Senior Vice President, Secretary and Chief Legal Officer Senior Vice President, Secretary and Chief Legal Officer, SAMCorp., the Adviser and each of the John Hancock funds, John Hancock Funds and The Berkeley Financial Group, LLC; Vice President, Signature Services (until 2000); Director, Senior Vice President and Secretary, NM Capital Management, Inc. The business address for all Trustees and Officers is 101 Huntington Avenue, Boston, Massachusetts 02199. 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 Committee. 3 Non-independent Trustees hold positions with the Fund's investment adviser, underwriter and certain other affiliates. 35 OUR FAMILY OF FUNDS - --------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Growth Trends Fund International Fund Large Cap Equity Fund Large Cap Growth Fund Large Cap Select Fund Mid Cap Growth Fund Multi Cap Growth Fund Small Cap Fund Small Cap Equity Fund Small Cap Growth Fund Sovereign Investors Fund U.S. Global Leaders Growth Fund - --------------------------------------------------------- Sector Biotechnology Fund Financial Industries Fund Health Sciences Fund Real Estate Fund Regional Bank Fund Technology Fund - --------------------------------------------------------- Income Bond Fund Government Income Fund High Income Fund High Yield Fund Investment Grade Bond Fund Strategic Income Fund - --------------------------------------------------------- Tax-Free Income California Tax-Free Income Fund High Yield Municipal Bond Fund Massachusetts Tax-Free Income Fund New York Tax-Free Income Fund Tax-Free Bond Fund - --------------------------------------------------------- Money Market Money Market Fund U.S. Government Cash Reserve A fund's investment objectives, risks, charges and expenses are included in the prospectus and should be considered carefully before investing. For a prospectus, call your financial professional, call John Hancock Funds at 1-800-225-5291 or visit our Web site at www.jhfunds.com. Please read the prospectus carefully before investing or sending money. 36 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 John Hancock Advisers, LLC 101 Huntington Avenue Boston, MA 02199-7603 Sub-Investment adviser Nicholas-Applegate Capital Management, LLC 600 West Broadway San Diego, CA 92101 Principal distributor John Hancock Funds, LLC 101 Huntington Avenue Boston, MA 02199-7603 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 Independent registered public accounting firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 How to contact us Internet www.jhfunds.com Mail Regular mail: Express mail: John Hancock John Hancock Signature Services, Inc. Signature Services, Inc. 1 John Hancock Way, Suite 1000 Mutual Fund Image Operations Boston, MA 02217-1000 529 Main Street Charlestown, MA 02129 Phone Customer service representatives 1-800-225-5291 24-hour automated information 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 Securities and Exchange Commission's Web site, www.sec.gov. 37 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 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 the John Hancock International Fund. 4000A 10/04 12/04 ITEM 2. CODE OF ETHICS. As of the end of the period, October 31, 2004, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer, Chief Financial Officer and Treasurer (respectively, the principal executive officer, the principal financial officer and the principal accounting officer, the "Senior Financial Officers"). A copy of the code of ethics is filed as an exhibit to this Form N-CSR. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. William F. Glavin is the audit committee financial expert and is "independent", pursuant to general instructions on Form N-CSR Item 3. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees billed for professional services rendered by the principal accountant(s) for the audit of the registrant's annual financial statements or services that are normally provided by the accountant(s) in connection with statutory and regulatory filings or engagements amounted to $92,300 for the fiscal year ended October 31, 2003 (broken out as follows: John Hancock International Fund - $34,400, John Hancock Large Cap Growth Fund - $32,500 and John Hancock Mid Cap Growth Fund - $25,400) and $96,900 for the fiscal year ended October 31, 2004 (broken out as follows: John Hancock International Fund - $36,100, John Hancock Large Cap Growth Fund - $34,100 and John Hancock Mid Cap Growth Fund - $26,700). These fees were billed to the registrant and were approved by the registrant's audit committee. (b) Audit-Related Services There were no audit-related fees during the fiscal year ended October 31, 2003 and fiscal year ended October 31, 2004 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 ongoing services to the registrant ("control affiliates"). (c) Tax Fees The aggregate fees billed for professional services rendered by the principal accountant(s) for the tax compliance, tax advice and tax planning ("tax fees") amounted to $9,800 for the fiscal year ended October 31, 2003 (broken out as follows: John Hancock International Fund - $3,500, John Hancock Large Cap Growth Fund - $3,500 and John Hancock Mid Cap Growth Fund - - $2,800) and $10,300 for the fiscal year ended October 31, 2004 (broken out as follows: John Hancock International Fund - $3,700, John Hancock Large Cap Growth Fund - $3,700 and John Hancock Mid Cap Growth Fund - $2,900). The nature of the services comprising the tax fees was the review of the registrant's income tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrant's audit committee. There were no tax fees billed to the control affiliates. (d) All Other Fees There were no other fees during the fiscal year ended October 31, 2003 and fiscal year ended October 31, 2004 billed to the registrant or to the control affiliates. (e)(1) See attachment "Approval of Audit, Audit-related, Tax and Other Services", with the audit committee pre-approval policies and procedures. (e)(2) There were no fees that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended October 31, 2003 and October 31, 2004 on behalf of the registrant or on behalf of the control affiliates that relate directly to the operations and financial reporting of the registrant. (f) According to the registrant's principal accountant, for the fiscal year ended October 31, 2004, 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 the registrant's accountant(s) for services rendered to the registrant and rendered to the registrant's control affiliates for each of the last two fiscal years of the registrant were $9,800 for the fiscal year ended October 31, 2003 and $66,762 for the fiscal year ended October 31, 2004. (h) The audit committee of the registrant has considered the non-audit services provided by the registrant's principal accountant(s) to the control affiliates and has determined that the services that were not pre-approved are compatible with maintaining the principal accountant(s)' independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. 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. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There were no material changes to previously disclosed John Hancock Funds - Administration Committee Charter. ITEM 10. CONTROLS AND PROCEDURES. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal accounting officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (a)(1) Code of Ethics for Senior Financial Officers is attached. (a)(2) Separate certifications for the registrant's principal executive officer and principal accounting officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b)(1) Separate certifications for the registrant's principal executive officer and principal accounting officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference. (c)(1) Approval of Audit, Audit-related, Tax and Other Services is attached. (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 Investment Trust III By: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: December 21, 2004 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: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: December 21, 2004 By: ----------------------- William H. King Vice President and Treasurer Date: December 21, 2004