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 811-5079 John Hancock Tax-Exempt Series Fund (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: August 31 Date of reporting period: February 28, 2005 ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Massachusetts Tax-Free Income Fund 2.28.2005 Semiannual 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 14 For more information page 29 Dear Fellow Shareholders, After advancing for a second straight year in 2004, the stock market pulled back in the first two months of 2005. For much of 2004 the market had been in the doldrums as investors fretted about rising oil prices, higher interest rates, the war in Iraq and a closely contested presidential race. But the year ended on a high note with a sharp rally sparked by a definitive end to the U.S. presidential election and moderating oil prices. Investors were brought back down to earth in January, however, as the market declined in three of the four weeks and produced negative results for the month in a broad-based move downward. Rising oil prices and interest rates, and concerns about less robust corporate earnings growth were among the culprits that kept investors on the sidelines. Investors began to re-enter the market in February, reversing January's decline. But as the month progressed investors again grew concerned about further spikes in oil prices and rising interest rates. As a result, the first two months of 2005 ended with the major indexes either flat or slightly negative. By the end of February, the Dow Jones Industrial Average was essentially flat at 0.25%, as was the S&P 500 Index at -0.38%, while the Nasdaq Composite Index fell by 5.59%. Bonds were also flat in January and February, with the Lehman Brothers Aggregate Bond Index returning 0.03% in the first two months of 2005. In October, you may recall we requested your vote on a proposal regarding the election of your fund's Board of Trustees. We are pleased to report that shareholders overwhelmingly approved the proposal, which became effective January 1, 2005. As a result, all open-end John Hancock funds now have the same Board of Trustees, comprised of 11 members -- ten of them, including the Chairman, are independent Trustees with no direct or indirect interest in John Hancock Advisers, LLC, your fund's investment adviser. We believe this move is a way to improve the effectiveness of the Trustees' oversight of the funds, and we are grateful for your support. Sincerely, /S/ James A. Shepherdson James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of February 28, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks a high level of current income, consistent with preservation of capital, that is exempt from federal and Massachusetts personal income taxes. In pursuing this goal, the Fund normally invests at least 80% of its assets in securities of any maturity exempt from federal and Massachusetts personal income taxes. Over the last six months * Municipal bonds gained ground and outperformed the broad taxable bond market. * The Fund's emphasis on credit research and individual security selection helped it outperform its benchmark index and peer group average. * Higher-yielding sectors of the portfolio, including electric utility and pollution control bonds, contributed the most to Fund performance. [Bar chart with heading "John Hancock Massachusetts Tax-Free Income Fund." Under the heading is a note that reads "Fund performance for the six moths ended February 28, 2005." The chart is scaled in increments of 2% with 0% at the bottom and 4% at the top. The first bar represents the 2.42% total return for Class A. The second bar represents the 2.06% total return for Class B. The third bar represents the 2.06% total return for Class C. A note below the chart reads "Total returns for Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 4.4% Massachusetts Turnpike Auth., 1-1-23, 5.125% 3.5% Holyoke Gas and Electric Department, 12-1-31, 5.000% 3.4% Route 3 North Transit Improvement Assoc., 6-15-29, 5.375% 3.0% Massachusetts Development Finance Agency, 11-1-28, 5.450% 2.8% Massachusetts Industrial Finance Agency, 12-1-20, 6.750% 2.5% Puerto Rico Aqueduct and Sewer Auth., 7-1-11, 9.770% 2.3% Massachusetts Housing Finance Agency, 12-1-16, 4.700% 2.3% Massachusetts Development Finance Agency, 12-15-24, 5.000% 2.3% Massachusetts, Commonwealth of, 12-1-24, 5.500% 2.3% Massachusetts Health and Educational Facilities Auth., 12-15-31, 9.200% As a percentage of net assets on February 28, 2005. 1 BY DIANNE SALES, CFA, AND BARRY EVANS, CFA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK Massachusetts Tax-Free Income Fund Recently, Barry Evans rejoined the portfolio management team following the departure from the company of former team member James Colby. Municipal bonds gained ground during the six months ended February 28, 2005, and outperformed the broad taxable bond market. The economy continued to grow at a moderate pace, with steady consumer spending and erratic but improving job growth. To keep the economy from overheating and sparking higher inflation, the Federal Reserve raised short-term interest rates four times during the six-month period, increasing the federal funds rate from 1.5% to 2.5% -- its highest level since September 2001. "Municipal bonds gained ground during the six months ended February 28, 2005, and outperformed the broad taxable bond market." As a result, the yield curve flattened during the period as the gap between the yields of short-term and longer-term bonds narrowed. While short-term bond yields rose in lockstep with the Fed rate hikes, long-term bond yields - -- which are most sensitive to inflation expectations -- declined slightly, as the Fed's actions boosted investor confidence that inflation was under control. Longer-term municipal bonds performed especially well as taxable-bond investors crossed over to the municipal market to find attractively valued, high-quality long-term bonds. Another noteworthy trend in the municipal market was the outperformance of lower-quality securities. Low interest rates and reduced municipal issuance left investors hunting for yield and they flocked to the relatively high yields of lower-rated bonds. The strong performance of these securities caused the spread between the yields of high-quality and lower-quality municipal bonds to narrow considerably. In Massachusetts, the state remained in good financial shape thanks to its continued fiscal discipline. The economy's strength 2 contributed favorably to increased tax revenues, which allowed the state to make progress on rebuilding its reserve fund. The challenge for the state in the coming year will be the implementation of a modest income tax cut, which was approved almost five years ago but delayed because of the past few years of fiscal stress. Although the tax cut is less than a half-percent, the state will still need to make up for the loss of tax revenue in some way. [Photos of Dianne Sales and Barry Evans, flush right next to first paragraph.] Fund performance For the six months ended February 28, 2005, John Hancock Massachusetts Tax-Free Income Fund's Class A, Class B and Class C shares posted total returns of 2.42%, 2.06% and 2.06%, respectively, at net asset value. The average general municipal debt fund returned 2.08%, according to Lipper, Inc.,1 while the return of the Lehman Brothers Municipal Bond Index was 2.40%. 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 outperformance of both the Lipper group average and the index resulted from two main factors. The portfolio's longer-maturity and deep-discount bonds outperformed as the municipal yield curve flattened, and our focus on individual credit research and security selection contributed favorably to performance. "Most sectors within the portfolio posted similarly positive returns, but the best performers were the higher-yielding securities..." Higher-yielding bonds lead the way Most sectors within the portfolio posted similarly positive returns, but the best performers were the higher-yielding securities, which benefited from strong demand for yield in a relatively low interest rate environment. These sectors included electric utility, pollution control and other dedicated revenue bonds. One of the best individual performers in the portfolio was a water pollution abatement bond that was pre-refunded during the period. Pre-refunding is a way for municipalities to refinance older, higher-yielding debt before the maturity or call date. Typically, new bonds are issued, and the proceeds are invested in Treasury securities until the old bonds can 3 be paid off. The high-quality Treasury backing often boosts the value of the old bonds, and this occurred with the water pollution abatement bonds in the portfolio. [Table at top left-hand side of page entitled "Sector distribution." The first listing is Revenue bonds - All other - 21%, the second listing is Revenue bonds - Transportation - 20%, the third listing is Revenue bonds - Health - 14%, the fourth listing is Revenue bonds - Education - 13%, the fifth listing is General obligation - 13%, the sixth listing is Revenue bonds - Electric - 5%, the seventh listing is Revenue bonds - Industrial development - 4%, the eighth listing is Revenue bonds - Water & sewer - 4%, the ninth listing is Revenue bonds - Pollution - 3% and the tenth listing is Revenue bonds - Resource recovery - 2%.] Health care fares well The portfolio's health care bonds also posted solid results during the period. In particular, some of our assisted-living facility bonds performed very well. We have been watching the health care sector because we believe that the state may choose to reduce funding to health and human services to offset the income tax cut. We are confident that our health care holdings can withstand any changes of this nature. GO and infrastructure bonds lag With higher-yielding, lower-quality municipal bonds outperforming, bonds at the opposite end of the quality spectrum trailed the rest of the municipal market. These higher-quality bonds included general obligation (GO) bonds and essential-service bonds, such as those backed by water and sewer services. In particular, GO bonds lagged despite higher tax revenues because the good news was already priced into the bonds. [Pie chart at middle of page with heading "Portfolio diversification As a percentage of net assets on 2-28-05." The chart is divided into three sections (from top to right): Revenue bonds 86%, General obligation bonds 13% and Short-term investments & other 1%.] One of the only individual issues in the portfolio to decline during the six-month period was our position in Florida Seminole casino bonds, which comprised less than 1% of the portfolio. The IRS challenged the bonds' issuance, although no final determination has been made and appeals are in progress. Despite the strong financial underpinnings of the Seminole bonds, the IRS challenge had a negative impact on their value. 4 [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 Higher-yielding bonds followed by an up arrow with the phrase "Benefited from strong demand for yield in low rate environment." The second listing is Longer-term bonds followed by an up arrow with the phrase "Continued low inflation boosted long-term securities." The third listing is Seminole casino bonds followed by a down arrow with the phrase "Declined after IRS challenge."] Outlook In our view, economic conditions remain fairly positive for bonds. The U.S. economy is experiencing steady growth, but not vigorously enough to ratchet up domestic inflation significantly. Although the Fed has raised short-term rates six times since June 2004 and indicated it will continue to do so in the coming months, the federal funds rate remains low by historical standards. Eventually, we expect long-term rates to trend higher, but it's unclear when this may occur. "Reduced supply should provide some support for the municipal market..." In the municipal market, supply is waning -- issuance of new municipal bonds decreased in 2004 and is expected to decline further in 2005. Reduced supply should provide some support for the municipal market, and municipal bond yields remain attractive relative to other types of bonds. In this environment, we will continue to pursue our current strategy -- structuring the portfolio to protect shareholders' capital from rising interest rates, while focusing on credit research and individual security selection to identify bonds that provide above-average yield and strong total-return prospects. 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 February 28, 2005 Class A Class B Class C Inception date 9-3-87 10-3-96 4-1-99 Average annual returns with maximum sales charge (POP) One year -1.89% -2.91% 1.02% Five years 6.19 6.12 6.43 Ten years 5.76 -- -- Since inception -- 5.34 4.58 Cumulative total returns with maximum sales charge (POP) Six months -2.19 -2.94 1.06 One year -1.89 -2.91 1.02 Five years 35.04 34.59 36.59 Ten years 75.01 -- -- Since inception -- 54.83 30.33 SEC 30-day yield as of February 28, 2005 3.78 3.25 3.25 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 4.50%, 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 returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please note that a portion of the Fund's income may be subject to taxes, and some investors may be subject to the Alternative Minimum Tax (AMT). Also note that capital gains are taxable. 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 Lehman Brothers Municipal Bond Index. [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the Lehman Brothers Municipal Bond Index and is equal to $18,796 as of February 28, 2005. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock Massachusetts Tax-Free Income Fund, without sales charge (NAV), and is equal to $18,320 as of February 28, 2005. The third line represents the value of the same hypothetical investment made in the John Hancock Massachusetts Tax-Free Income Fund, with maximum sales charge (POP), and is equal to $17,501 as of February 28, 2005.] Class B 1 Class C 1 Period beginning 10-3-96 4-1-99 Massachusetts Tax-Free Income Fund $15,483 $13,033 Index 16,634 13,829 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 February 28, 2005. 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. Lehman Brothers Municipal Bond Index is an unmanaged index that includes municipal bonds and is commonly used as a measure of bond performance. 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 August 31, 2004, with the same investment held until February 28, 2005. Account value Expenses paid $1,000.00 Ending value during period on 8-31-04 on 2-28-05 ended 2-28-05 1 Class A $1,024.20 $5.06 Class B 1,020.60 8.59 Class C 1,020.60 8.59 Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 28, 2005 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 August 31, 2004, with the same investment held until February 28, 2005. 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 8-31-04 on 2-28-05 ended 2-28-05 1 Class A $1,019.80 $5.05 Class B 1,016.30 8.57 Class C 1,016.30 8.57 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 1.01%, 1.71% and 1.71% 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 February 28, 2005 (unaudited) This schedule is divided into two main categories: tax-exempt long-term bonds and short-term investments. Tax-exempt long-term bonds are broken down by state or territory. Under each state or territory is a list of securities owned by the Fund. Short-term investments, which represent the Fund's cash position, are listed last. Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Tax-exempt long-term bonds 98.65% $100,926,569 (Cost $93,500,488) Florida 0.55% 563,755 Capital Trust Agency, Rev Seminole Tribe Convention Ser 2002A (G) 10.000% 10-01-33 BB $500 563,755 Massachusetts 89.87% 91,943,336 Boston City Industrial Development Financing Auth, Rev Ref Swr Facil Harbor Electric Energy Co Proj 7.375 05-15-15 BBB 240 240,871 Boston Water and Sewer Commission, Rev Ref Sr Ser 1992A 5.750 11-01-13 AA 500 562,980 Freetown Lakeville Regional School District, Gen Oblig Unltd 5.000 07-01-23 AAA 1,000 1,066,900 Holyoke Gas and Electric Department, Rev Ser 2001A 5.000 12-01-31 Aaa 3,410 3,529,418 Massachusetts Bay Transportation Auth, Rev Ref Sales Tax Sr Ser 2004B 5.250 07-01-20 AAA 1,000 1,132,390 Rev Ref Ser 1994A 7.000 03-01-14 AA 1,000 1,224,370 Rev Ser 1997D 5.000 03-01-27 AAA 1,000 1,056,300 Rev Spec Assessment Ser 2000A 5.250 07-01-30 AAA 1,000 1,086,570 Rev Spec Assessment Ser 2004A 5.250 07-01-18 AAA 500 564,930 Rev Spec Assessment Ser 2004A 5.000 07-01-34 AAA 1,000 1,040,050 Massachusetts College Building Auth, Rev Ref Cap Apprec Ser 2003B Zero 05-01-19 AAA 1,000 524,840 Massachusetts Development Finance Agency, Rev Belmont Hill School 5.000 09-01-31 A 1,000 1,030,030 Rev Boston Univ Ser 2002R (P) 1.790 10-01-42 AAA 950 950,000 Rev Boston Univ Ser 2002R (P) 1.790 10-01-42 AAA 1,100 1,100,000 Rev Plantation Apts Hsg Prog Ser 2004A 5.000 12-15-24 AAA 2,320 2,330,533 Rev Ref Combined Jewish Philanthropies Ser 2002A 5.250 02-01-22 Aa3 1,875 2,035,631 See notes to financial statements. 10 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Massachusetts (continued) Massachusetts Industrial Finance Agency (continued), Rev Ref Resource Recovery Southeastern MA Sys Ser 2001A 5.625% 01-01-16 AAA $500 $551,995 Rev Resource Recovery Ogden Haverhill Proj Ser 1998B 5.500 12-01-19 BBB 1,500 1,529,040 Rev Volunteers of America Concord Ser 2000A 6.900 10-20-41 AAA 1,000 1,118,480 Rev YMCA Greater Boston Iss 5.450 11-01-28 BBB 3,000 3,076,770 Rev YMCA Greater Boston Iss 5.350 11-01-19 BBB 1,000 1,031,380 Massachusetts Health and Educational Facilities Auth, Rev Civic Investments Inc Ser 2002B (G) 9.200 12-15-31 BB 2,000 2,303,600 Rev Dana Farber Cancer Proj Ser 1995G 6.250 12-01-22 A 500 524,475 Rev Harvard Univ Iss Ser 2000W 6.000 07-01-35 Aaa 1,000 1,150,190 Rev Jordan Hosp Ser 2003E 6.750 10-01-33 BBB- 1,500 1,595,250 Rev Ref Boston College Iss Ser 1998L 5.000 06-01-26 AA- 1,000 1,023,390 Rev Ref Boston College Iss Ser 1998L 4.750 06-01-31 AA- 1,000 1,006,060 Rev Ref Harvard Pilgrim Health Ser 1998A 5.000 07-01-18 AAA 1,000 1,031,450 Rev Ref Melrose Wakefield Hosp Ser 1992B 6.350 07-01-06 AAA 500 506,100 Rev Ref New England Med Ctr Hosp Ser 2002H 5.000 05-15-25 AAA 1,000 1,040,130 Rev Ref Partners Healthcare Sys Ser 2001C 5.750 07-01-32 AA- 1,000 1,094,590 Rev Ref South Shore Hosp Ser 1999F 5.750 07-01-29 A 1,000 1,037,540 Rev Ref Tufts Univ Ser 2002J 5.500 08-15-17 AA- 500 576,765 Rev Ref Williams College Ser 2003H 5.000 07-01-33 AA+ 1,500 1,554,765 Rev Simmons College Ser 2000D 6.150 10-01-29 AAA 1,000 1,161,070 Rev Univ of Mass Worcester Campus Ser 2001B 5.250 10-01-31 AAA 1,500 1,593,705 Rev Wheelock College Ser 2000B 5.625 10-01-30 Aaa 1,000 1,101,170 Massachusetts Housing Finance Agency, Rev Rental Mtg Ser 2001A 5.800 07-01-30 AAA 1,000 1,040,330 Rev Ser 2003B 4.700 12-01-16 AA- 2,310 2,378,561 Massachusetts Industrial Finance Agency, Rev Assisted Living Facil Newton Group Properties (G) 8.000 09-01-27 BB 2,000 2,120,360 Rev Assisted Living Facil TNG Marina Bay LLC Proj (G) 7.500 12-01-27 BB 1,000 1,054,750 Rev Assumption College 6.000 07-01-26 AAA 1,000 1,065,340 Rev Dana Hall School Iss 5.800 07-01-17 Baa2 1,090 1,184,514 Rev Glenmeadow Retirement Community Ser 1996C (G) 8.375 02-15-18 AA 1,000 1,071,130 Rev Ref Resource Recovery Ogden Haverhill Proj Ser 1998A 5.600 12-01-19 BBB 500 511,645 See notes to financial statements. 11 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Massachusetts (continued) Massachusetts Industrial Finance Agency (continued), Rev Ref Resource Recovery Refusetech Inc Proj Ser 1993A 6.300% 07-01-05 BBB+ $870 $877,143 Rev Wtr Treatment American Hingham Proj 6.900 12-01-29 A 1,210 1,267,548 Rev Wtr Treatment American Hingham Proj 6.750 12-01-20 A 2,780 2,908,686 Massachusetts Municipal Wholesale Electric Co, Rev Pwr Supply Sys (P) 8.670 07-01-18 AAA 1,000 1,034,560 Massachusetts Port Auth, Rev Ser 1999C 5.750 07-01-29 AAA 1,250 1,384,175 Rev Spec Facil US Air Proj Ser 1996A 5.750 09-01-16 AAA 1,000 1,035,390 Massachusetts Special Obligation Dedicated Tax, Rev 5.250 01-01-26 AAA 1,000 1,079,130 Massachusetts Turnpike Auth, Rev Ref Metro Hwy Sys Sr Ser 1997A 5.125 01-01-23 AAA 4,300 4,523,041 Rev Ref Metro Hwy Sys Sr Ser 1997C Zero 01-01-20 AAA 1,000 509,160 Massachusetts Water Pollution Abatement Trust, Rev Preref Pool Prog Ser 7 5.125 02-01-31 AAA 645 713,028 Rev Unref Bal Pool Prog Ser 7 5.125 02-01-31 AAA 1,775 1,845,787 Rev Ref Pool Prog Ser 9 5.250 08-01-18 AAA 1,500 1,673,415 Massachusetts Water Resource Auth, Rev Ref Ser 1993C 4.750 12-01-23 AA 1,000 1,000,800 Massachusetts, Commonwealth of, Gen Oblig Ltd Ref 5.500 11-01-17 AAA 1,000 1,149,020 Gen Oblig Ltd Ref Ser 2001C 5.375 12-01-19 AA- 1,000 1,113,640 Gen Oblig Ltd Ref Ser 2002C 5.500 11-01-15 AA- 1,000 1,138,840 Gen Oblig Ltd Ref Ser 2004B 5.250 08-01-20 AA- 1,000 1,124,360 Gen Oblig Unltd Ref Ser 2004C 5.500 12-01-24 AAA 2,000 2,320,100 Narragansett Regional School District, Gen Oblig Unltd 5.375 06-01-18 Aaa 1,000 1,109,320 Pittsfield, City of, Gen Oblig Ltd 5.000 04-15-19 AAA 1,000 1,070,210 Plymouth, County of, Rev Ref Cert of Part Correctional Facil Proj 5.000 04-01-22 AAA 1,000 1,049,370 Rail Connections, Inc., Rev Cap Apprec Rte 128 Pkg Ser 1999B Zero 07-01-18 Aaa 1,750 874,860 Rev Cap Apprec Rte 128 Pkg Ser 1999B Zero 07-01-19 Aaa 2,415 1,130,292 Route 3 North Transit Improvement Associates, Rev Lease 5.375 06-15-29 AAA 3,100 3,439,853 See notes to financial statements. 12 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Massachusetts (continued) University of Massachusetts, Rev Bldg Auth Facil Gtd Ser 2000A 5.125% 11-01-25 AAA $1,000 $1,061,250 New York 0.49% 500,000 New York City Municipal Water Finance Auth, Rev Wtr & Swr Sys Ser 2000C (P) 1.810 06-15-33 AA+ 500 500,000 Puerto Rico 7.74% 7,919,478 Puerto Rico Aqueduct and Sewer Auth, Rev Ref Inverse Floater (Gtd) (P) 9.770 07-01-11 AAA 2,000 2,581,240 Puerto Rico Highway & Transportation Auth, Rev Preref Hwy Ser 1996Y 6.250 07-01-14 A 955 1,154,204 Rev Unref Bal Hwy Ser 1996Y 6.250 07-01-14 A 45 53,249 Puerto Rico Public Buildings Auth, Rev Gov't Facils Ser 1997B (Gtd) 5.000 07-01-27 AAA 1,000 1,069,210 Puerto Rico, Commonwealth of, Gen Oblig Unltd Ser 975 (P) 7.890 07-01-18 Aaa 1,500 1,766,055 Rev Inverse Floater (P) 9.595 07-01-11 AAA 1,000 1,295,520 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 0.08% $89,000 (Cost $89,000) Joint Repurchase Agreement 0.08% 89,000 Investment in a joint repurchase agreement transaction with UBS Warburg, Inc. -- Dated 2-28-05, due 03-01-05 (secured by U.S. Treasury Inflation Indexed Bond 2.375%, due 01-15-25 and U.S. Treasury Inflation Indexed Notes 2.000% thru 3.500%, due 01-15-11 thru 07-15-14) 2.620% $89 89,000 Total investments 98.73% $101,015,569 Other assets and liabilities, net 1.27% $1,295,869 Total net assets 100.00% $102,311,438 (A) Credit ratings are unaudited and are rated by Moody's Investors Service or Fitch where Standard & Poor's ratings are not available, unless indicated otherwise. (G) Security rated internally by John Hancock Advisers, LLC. (P) Represents rate in effect on February 28, 2005. 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 ASSETS AND LIABILITIES February 28, 2005 (unaudited) This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value and the maximum offering price per share. Assets Investments, at value (cost $93,589,488) $101,015,569 Cash 540 Receivable for shares sold 168,011 Interest receivable 1,265,791 Other assets 7,216 Total assets 102,457,127 Liabilities Payable for shares repurchased 24,131 Dividends payable 33,376 Unrealized depreciation of swap contracts 10,436 Payable to affiliates Management fees 37,109 Distribution and service fees 6,975 Other 3,403 Other payables and accrued expenses 30,259 Total liabilities 145,689 Net assets Capital paid-in 94,954,899 Accumulated net realized loss on investments (96,987) Net unrealized appreciation of investments and swap contracts 7,415,645 Accumulated net investment income 37,881 Net assets $102,311,438 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 ($73,269,872 [DIV] 5,729,673 shares) $12.79 Class B ($21,058,532 [DIV] 1,646,786 shares) $12.79 Class C ($7,983,034 [DIV] 624,274 shares) $12.79 Maximum offering price per share Class A 1 ($12.79 [DIV] 95.5%) $13.39 1 On single retail sales of less than $100,000. On sales of $100,000 or more and on group sales the offering price is reduced. See notes to financial statements. 14 FINANCIAL STATEMENTS OPERATIONS For the period ended February 28, 2005 (unaudited) 1 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 Interest $2,646,870 Total investment income 2,646,870 Expenses Investment management fees 251,672 Class A distribution and service fees 106,670 Class B distribution and service fees 108,576 Class C distribution and service fees 39,200 Transfer agent fees 31,584 Custodian fees 19,661 Miscellaneous 13,253 Professional fees 11,785 Accounting and legal services fees 11,414 Printing 9,153 Registration and filing fees 6,243 Trustees' fees 2,552 Interest 157 Total expenses 611,920 Less expense reductions (85) Net expenses 611,835 Net investment income 2,035,035 Realized and unrealized gain (loss) Net realized loss on investments (32,881) Change in net unrealized appreciation (depreciation) of Investments 331,550 Swap contracts (10,436) Net realized and unrealized gain 288,233 Increase in net assets from operations $2,323,268 1 Semiannual period from 9-1-04 through 2-28-05. See notes to financial statements. 15 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 the net of Fund share transactions. Year Period ended ended 8-31-04 2-28-05 1 Increase (decrease) in net assets From operations Net investment income $4,133,220 $2,035,035 Net realized gain (loss) 58,667 (32,881) Change in net unrealized appreciation (depreciation) 2,657,656 321,114 Increase in net assets resulting from operations 6,849,543 2,323,268 Distributions to shareholders From net investment income Class A (2,961,505) (1,488,768) Class B (837,561) (378,612) Class C (269,816) (136,580) (4,068,882) (2,003,960) From Fund share transactions 2,139,369 801,066 Net assets Beginning of period 96,271,034 101,191,064 End of period 2 $101,191,064 $102,311,438 1 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 2 Includes accumulated net investment income of $6,806 and $37,881, respectively. See notes to financial statements. 16 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 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.85 $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 3 0.64 0.59 0.58 0.57 0.56 0.27 Net realized and unrealized gain (loss) on investments (0.05) 0.61 0.08 (0.13) 0.36 0.04 Total from investment operations 0.59 1.20 0.66 0.44 0.92 0.31 Less distributions From net investment income (0.64) (0.59) (0.57) (0.56) (0.55) (0.27) Net asset value, end of period $11.80 $12.41 $12.50 $12.38 $12.75 $12.79 Total return 4 (%) 5.16 5 10.44 5 5.54 3.57 7.55 2.42 6 Ratios and supplemental data Net assets, end of period (in millions) $60 $63 $65 $66 $71 $73 Ratio of expenses to average net assets (%) 0.77 0.97 1.03 1.02 1.01 1.01 7 Ratio of adjusted expenses to average net assets 8 (%) 1.09 1.05 -- -- -- -- Ratio of net investment income to average net assets (%) 5.54 4.90 4.72 4.54 4.40 4.25 7 Portfolio turnover (%) 19 17 15 13 44 15 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.85 $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 3 0.56 0.51 0.50 0.49 0.47 0.22 Net realized and unrealized gain (loss) on investments (0.05) 0.61 0.08 (0.13) 0.36 0.04 Total from investment operations 0.51 1.12 0.58 0.36 0.83 0.26 Less distributions From net investment income (0.56) (0.51) (0.49) (0.48) (0.46) (0.22) Net asset value, end of period $11.80 $12.41 $12.50 $12.38 $12.75 $12.79 Total return 4 (%) 4.43 5 9.67 5 4.80 2.85 6.80 2.06 6 Ratios and supplemental data Net assets, end of period (in millions) $14 $19 $23 $23 $23 $21 Ratio of expenses to average net assets (%) 1.47 1.67 1.73 1.72 1.71 1.71 7 Ratio of adjusted expenses to average net assets 8 (%) 1.79 1.75 -- -- -- -- Ratio of net investment income to average net assets (%) 4.84 4.20 4.02 3.83 3.70 3.55 7 Portfolio turnover (%) 19 17 15 13 44 15 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.85 $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 3 0.56 0.51 0.50 0.48 0.47 0.22 Net realized and unrealized gain (loss) on investments (0.05) 0.61 0.08 (0.12) 0.36 0.04 Total from investment operations 0.51 1.12 0.58 0.36 0.83 0.26 Less distributions From net investment income (0.56) (0.51) (0.49) (0.48) (0.46) (0.22) Net asset value, end of period $11.80 $12.41 $12.50 $12.38 $12.75 $12.79 Total return 4 (%) 4.43 5 9.67 5 4.80 2.85 6.80 2.06 6 Ratios and supplemental data Net assets, end of period (in millions) $1 $2 $4 $7 $8 $8 Ratio of expenses to average net assets (%) 1.47 1.67 1.73 1.72 1.71 1.71 7 Ratio of adjusted expenses to average net assets 8 (%) 1.79 1.75 -- -- -- -- Ratio of net investment income to average net assets (%) 4.84 4.20 4.02 3.81 3.69 3.54 7 Portfolio turnover (%) 19 17 15 13 44 15 1 As required, effective 9-1-01, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, relating to the amortization of premiums and accretion of discounts on debt securities. The effect of this change on per share amounts for the year ended 8-31-02 was to increase net investment income per share by $0.01, decrease net realized and unrealized gain per share by $0.01 and, had the Fund not made these changes to amortization and accretion, the ratio of net investment income to average net assets would have been 4.68%, 3.98% and 3.98%, for Class A, Class B and Class C shares, respectively. Per share ratios and supplemental data for periods prior to 9-1-01, have not been restated to reflect this change in presentation. 2 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 3 Based on the average of the shares outstanding. 4 Assumes dividend reinvestment and does not reflect the effect of sales charges. 5 Total returns would have been lower had certain expenses not been reduced during the periods shown. 6 Not annualized. 7 Annualized. 8 Does not take into consideration expense reductions during the periods shown. See notes to financial statements. 19 NOTES TO STATEMENTS Unaudited Note A Accounting policies John Hancock Massachusetts Tax-Free Income Fund (the "Fund") is a non-diversified series of John Hancock Tax-Exempt Series Fund, an open-end management investment company registered under the Investment Company Act of 1940. The Fund seeks a high level of current income, consistent with the preservation of capital, that is exempt from federal and Massachusetts personal income taxes. Since the Fund invests primarily in Massachusetts issuers, the Fund may be affected by political, economic or regulatory developments in the state of Massachusetts. 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 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. 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. 20 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. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. 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 size 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 period ended February 28, 2005. Swap contracts The Fund may enter into swap transactions in order to hedge the value of the Fund's portfolio against interest rate fluctuations or to enhance the Fund's income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis. The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts, if any, is recorded as realized gain (loss). Swap contracts are subject to risks related to the counterparty's ability to perform under the contract, and may decline in value if the counterparty's creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions. 21 The Fund had the following interest rate swap contracts open on February 28, 2005: RATE TYPE --------------------------- PAYMENTS NOTIONAL MADE PAYMENTS RECEIVED TERMINATION UNREALIZED AMOUNT BY FUND BY FUND DATE DEPRECIATION - ------------------------------------------------------------------------ $6,200,000 3.80%(a) Weekly Muni Swap Index August 2015 ($10,436) (a) Fixed rate 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 $5,846 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 entire amount of the loss carryforward expires August 31, 2008. Interest and distributions Interest income on investment securities is recorded on the accrual basis. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Fund's net investment income is declared daily as dividends to shareholders of record as of the close of business on the preceding day, and distributed monthly. During the year ended August 31, 2004, the tax character of distributions paid was as follows: ordinary income $13,349 and exempt income $4,055,533. 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. 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) 0.50% of the first $250,000,000 of the Fund's average daily net asset value, (b) 0.45% of the next $250,000,000, (c) 0.425% of the next $500,000,000, (d) 0.40% of the next $250,000,000 and (e) 0.30% of the Fund's average daily net asset value in excess of $1,250,000,000. The Fund has an agreement with its custodian bank, under which custody fees are reduced by balance credits 22 applied during the period. Accordingly, the expense reductions related to custody fee offsets amounted to $85, which had no impact on the Fund's annualized ratio of expenses to average net assets, for the period ended February 28, 2005. If the Fund had not entered into this agreement, the assets not invested, on which these balance credits were earned, could have produced taxable income. 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 period ended February 28, 2005, JH Funds received net up-front sales charges of $109,013 with regard to sales of Class A shares. Of this amount, $14,194 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $59,707 was paid as sales commissions to unrelated broker-dealers and $35,112 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. 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 period ended February 28, 2005, CDSCs received by JH Funds amounted to $25,100 for Class B shares and $442 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 0.01% of each class's average daily net asset values, 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%. There were no transfer agent fee reductions during the period ended February 28, 2005. 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 period amounted to $11,414. The Fund also paid the Adviser the amount of $127 for certain publishing services, included in the printing fees. 23 Mr. James Shepherdson is a director and officer of the Adviser, as well as affiliated Trustee of the Fund, and is compensated by the Adviser. 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. Note C Fund share transactions This listing illustrates the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the corresponding dollar value. Year ended 8-31-04 Period ended 2-28-05 1 Shares Amount Shares Amount Class A shares Sold 827,723 $10,482,174 456,701 $5,843,302 Distributions reinvested 168,113 2,128,254 80,331 1,027,890 Repurchased (749,433) (9,428,790) (358,029) (4,585,027) Net increase 246,403 $3,181,638 179,003 $2,286,165 Class B shares Sold 156,152 $1,983,330 31,053 $396,529 Distributions reinvested 44,634 565,032 18,052 230,955 Repurchased (318,196) (4,019,229) (174,940) (2,237,980) Net decrease (117,410) ($1,470,867) (125,835) ($1,610,496) Class C shares Sold 152,291 $1,934,096 23,273 $489,364 Distributions reinvested 13,706 173,431 22,049 91,479 Repurchased (131,799) (1,678,929) (35,553) (455,446) Net increase 34,198 $428,598 9,769 $125,397 Net increase 163,191 $2,139,369 62,937 $801,066 1 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 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 period ended February 28, 2005, aggregated $15,407,325 and $14,952,327, respectively. The cost of investments owned on February 28, 2005, including short-term investments, for federal income tax purposes, was $93,456,733. Gross unrealized appreciation and depreciation of investments aggregated $7,566,167 and $7,331, respectively, resulting in net unrealized appreciation of $7,558,836. The difference between book basis and tax basis net unrealized appreciation of 24 investments is attributable primarily to the tax deferral of losses on certain sales of securities and accretion of discounts on debt securities. Note E Shareholder meeting On December 1, 2004, a special meeting of shareholders of the Fund was held to elect nine Trustees effective January 1, 2005. Proxies covering 5,524,095 shares of beneficial interest were voted at the meeting. The shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, with the votes tabulated as follows: WITHHELD FOR AUTHORITY - -------------------------------------------------------------- James F. Carlin 5,471,506 52,589 Richard P. Chapman Jr. 5,469,687 54,408 William H. Cunningham 5,463,210 60,885 Ronald R. Dion 5,472,090 52,005 Charles L. Ladner 5,472,463 51,632 Dr. John A. Moore 5,472,463 51,632 Patti McGill Peterson 5,465,059 59,036 Steven R. Pruchansky 5,469,528 54,567 James A. Shepherdson 5,467,709 56,386 25 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 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. 26 ELECTRONIC DELIVERY Now available from John Hancock Funds Instead of sending annual and semiannual reports and prospectuses through the U.S. mail, we'll notify you by e-mail when these documents are available for online viewing. How does electronic delivery benefit you? * No more waiting for the mail to arrive; you'll receive an e-mail notification as soon as the document is ready for online viewing. * Reduces the amount of paper mail you receive from John Hancock Funds. * Reduces costs associated with printing and mailing. Sign up for electronic delivery today at www.jhfunds.com/edelivery 27 OUR WEB SITE A wealth of information -- www.jhfunds.com View the latest information for your account. - ------------------------------------------------ Transfer money from one account to another. - ------------------------------------------------ Get current quotes for major market indexes. - ------------------------------------------------ Use our online calculators to help you with your financial goals. - ------------------------------------------------ Get up-to-date commentary from John Hancock Funds investment experts. - ------------------------------------------------ Access forms, applications and tax information. - ------------------------------------------------ 28 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 Trustees Charles L. Ladner, Chairman* James F. Carlin Richard P. Chapman, Jr.* William H. Cunningham Ronald R. Dion Dr. John A. Moore* Patti McGill Peterson* Steven R. Pruchansky James A. Shepherdson Lt. Gen. Norman H. Smith, USMC (Ret.) * Members of the Audit Committee Officers James A. Shepherdson President and Chief Executive Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer 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 The Fund's investment objective, 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 the Fund's Web site at www.jhfunds.com. Please read the prospectus carefully before investing or sending money. 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. 29 [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 John Hancock Massachusetts Tax-Free Income Fund. 770SA 2/05 4/05 JOHN HANCOCK New York Tax-Free Income Fund 2.28.2005 Semiannual 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 14 For more information page 29 Dear Fellow Shareholders, After advancing for a second straight year in 2004, the stock market pulled back in the first two months of 2005. For much of 2004 the market had been in the doldrums as investors fretted about rising oil prices, higher interest rates, the war in Iraq and a closely contested presidential race. But the year ended on a high note with a sharp rally sparked by a definitive end to the U.S. presidential election and moderating oil prices. Investors were brought back down to earth in January, however, as the market declined in three of the four weeks and produced negative results for the month in a broad-based move downward. Rising oil prices and interest rates, and concerns about less robust corporate earnings growth were among the culprits that kept investors on the sidelines. Investors began to re-enter the market in February, reversing January's decline. But as the month progressed investors again grew concerned about further spikes in oil prices and rising interest rates. As a result, the first two months of 2005 ended with the major indexes either flat or slightly negative. By the end of February, the Dow Jones Industrial Average was essentially flat at 0.25%, as was the S&P 500 Index at -0.38%, while the Nasdaq Composite Index fell by 5.59%. Bonds were also flat in January and February, with the Lehman Brothers Aggregate Bond Index returning 0.03% in the first two months of 2005. In October, you may recall we requested your vote on a proposal regarding the election of your fund's Board of Trustees. We are pleased to report that shareholders overwhelmingly approved the proposal, which became effective January 1, 2005. As a result, all open-end John Hancock funds now have the same Board of Trustees, comprised of 11 members -- ten of them, including the Chairman, are independent Trustees with no direct or indirect interest in John Hancock Advisers, LLC, your fund's investment adviser. We believe this move is a way to improve the effectiveness of the Trustees' oversight of the funds, and we are grateful for your support. Sincerely, /S/ James A. Shepherdson James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of February 28, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks a high level of current income, consistent with preservation of capital, that is exempt from fed eral, New York State and New York City personal income taxes. In pursuing this goal, the fund normally invests at least 80% of its assets in securities of any maturity exempt from federal and New York personal income taxes. Over the last six months * Municipal bonds gained ground and outperformed the broad taxable bond market. * The Fund's emphasis on credit research and individual security selection helped it outperform its benchmark index and peer group average. * Tobacco-related municipal bonds and industrial development bonds contributed positively to Fund performance. [Bar chart with heading "John Hancock New York Tax-Free Income Fund." Under the heading is a note that reads "Fund performance for the six moths ended February 28, 2005." The chart is scaled in increments of 2% with 0% at the bottom and 4% at the top. The first bar represents the 2.50% total return for Class A. The second bar represents the 2.15% total return for Class B. The third bar represents the 2.14% total return for Class C. A note below the chart reads "Total returns for Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 3.9% Puerto Rico Aqueduct and Sewer Auth., 7-1-11, 9.770% 3.5% New York State Dormitory Auth., 5-15-19, 5.500% 3.4% Port Auth. of New York and New Jersey, 7-15-18, 5.500% 3.3% New York State Dormitory Auth., 11-15-23, 5.250% 2.8% Triborough Bridge & Tunnel Auth., 1-1-21, 6.125% 2.5% Puerto Rico Public Finance Corp., 8-1-29, 5.500% 2.5% New York City Municipal Water Finance Auth., 6-15-33, 5.500% 2.4% New York, City of, 12-1-17, 5.250% 2.4% Islip Community Development Agency, 3-1-26, 7.500% 2.4% Port Auth. of New York and New Jersey, 10-0-19, 6.750% As a percentage of net assets on February 28, 2005. 1 BY DIANNE SALES, CFA, AND BARRY EVANS, CFA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK New York Tax-Free Income Fund Recently, Barry Evans rejoined the portfolio management team following the departure from the company of former team member James Colby. Municipal bonds gained ground during the six months ended February 28, 2005, and outperformed the broad taxable bond market. The economy continued to grow at a moderate pace, with steady consumer spending and erratic but improving job growth. To keep the economy from overheating and sparking higher inflation, the Federal Reserve raised short-term interest rates four times during the six-month period, increasing the federal funds rate from 1.5% to 2.5% -- its highest level since September 2001. "Municipal bonds gained ground during the six months ended February 28, 2005, and outperformed the broad taxable bond market." As a result, the yield curve flattened during the period as the gap between the yields of short-term and longer-term bonds narrowed. While short-term bond yields rose in lockstep with the Fed rate hikes, long-term bond yields - -- which are most sensitive to inflation expectations -- declined slightly as the Fed's actions boosted investor confidence that inflation was under control. Longer-term municipal bonds performed especially well as taxable-bond investors crossed over to the municipal market to find attractively valued, high-quality long-term bonds. Another noteworthy trend in the municipal market was the outperformance of lower-quality securities. Low interest rates and reduced municipal issuance left investors hunting for yield and they flocked to the relatively high yields of lower-rated bonds. The strong performance of these securities caused the spread between the yields of high-quality and lower-quality municipal bonds to narrow considerably. In New York, the state's fiscal situation improved during the past six months. Thanks to the strength of the economy and financial markets, tax revenues met budget estimates, surprising investors 2 and easing budget concerns. In response, the major credit rating agencies shifted their view of New York's credit rating from negative to stable. Despite these positive developments, however, the state still faces some budget challenges going forward. [Photos of Dianne Sales and Barry Evans, flush right next to first paragraph.] Fund performance For the six months ended February 28, 2005, John Hancock New York Tax-Free Income Fund's Class A, Class B and Class C shares posted total returns of 2.50%, 2.15% and 2.14%, respectively, at net asset value. The average New York municipal debt fund returned 2.24%, according to Lipper, Inc.,1 while the return of the Lehman Brothers Municipal Bond Index was 2.40%. 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 outperformance of both the Lipper group average and the index resulted from two main factors. The portfolio's longer-maturity and deep-discount bonds outperformed as the municipal yield curve flattened, and our focus on individual credit research and security selection contributed favorably to performance. "Tobacco-related municipal bonds continued to be the performance leaders in the portfolio..." Tobacco bonds lead the way Tobacco-related municipal bonds continued to be the performance leaders in the portfolio, gaining nearly 8% as a group during the six-month period. These securities are backed by the proceeds from a legal settlement between the major tobacco companies and the state of New York (as well as 45 other states). A favorable ruling in a federal court case and the addition of another tobacco company to the settlement agreement in late 2004 were the primary reasons for the strong performance of tobacco-related bonds. Although tobacco bonds have performed very well over the past 18 months, we still believe they represent good value and intend to maintain a position in these securities. 3 Airlines fare well Another segment of the portfolio that posted solid results was industrial development bonds, specifically those issued to finance airport-related projects. Because airports are reliant on the fiscal health of airlines, these bonds often fluctuate in value along with the prices of airline bonds. Declining oil prices in late 2004 provided a big lift to airlines as the cost of jet fuel dropped and airport-related bonds responded positively. [Table at top left-hand side of page entitled "Sector distribution." The first listing is Revenue bonds - All other - 17%, the second listing is Revenue bonds - Education - 17%, the third listing is Revenue bonds - Water & sewer - 14%, the fourth listing is Revenue bonds - Health - 11%, the fifth listing is Revenue bonds - Public facility - 9%, the sixth listing is Revenue bonds - Industrial development - 8%, the seventh listing is General obligation - 8%, the eighth listing is Revenue bonds - Sales tax - 6%, the ninth listing is Revenue bonds - Transportation - 6% and the tenth listing is Revenue bonds - Tobacco - 3%.] The Fund also benefited from the pre-refunding of several of its bonds. Pre-refunding is a way for municipalities to refinance older, higher-yielding debt before the maturity or call date. Typically, new bonds are issued, and the proceeds are invested in Treasury securities until the old bonds can be paid off. The high-quality Treasury backing often boosts the value of the old bonds, and this occurred with several of the Fund's holdings during the period. [Pie chart at middle of page with heading "Portfolio diversification As a percentage of net assets on 2-28-05." The chart is divided into three sections (from top to right): Revenue bonds 91%, General obligation bonds 8% and Other 1%.] GO and infrastructure bonds lag With higher-yielding, lower-quality municipal bonds outperforming, bonds at the opposite end of the quality spectrum trailed the rest of the municipal market. These higher-quality bonds included general obligation (GO) bonds and essential-service bonds, such as those backed by water and sewer services. In particular, GO bonds lagged despite higher tax revenues because the good news was already priced into the bonds. One of the only individual issues in the portfolio to decline during the six-month period was our position in Florida Seminole casino bonds, which comprised less than 1% of the portfolio. The IRS 4 [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 Tobacco-related bonds followed by an up arrow with the phrase "Rallied in the wake of a favorable federal court ruling." The second listing is Longer-term bonds followed by an up arrow with the phrase "Continued low inflation boosted long-term securities." The third listing is Seminole casino bonds followed by a down arrow with the phrase "Declined after IRS challenge."] challenged the bonds' issuance, although no final determination has been made and appeals are in progress. Despite the strong financial underpinnings of the Seminole bonds, the IRS challenge had a negative impact on their value. Outlook In our view, economic conditions remain fairly positive for bonds. The U.S. economy is experiencing steady growth, but not vigorously enough to ratchet up domestic inflation significantly. Although the Fed has raised short-term rates six times since June 2004 and indicated it will continue to do so in the coming months, the federal funds rate remains low by historical standards. Eventually, we expect long-term rates to trend higher, but it's unclear when this may occur. "Reduced supply should provide some support for the municipal market..." In the municipal market, supply is waning -- issuance of new municipal bonds decreased in 2004 and is expected to decline further in 2005. Reduced supply should provide some support for the municipal market, and municipal bond yields remain attractive relative to other types of bonds. In this environment, we will continue to pursue our current strategy -- structuring the portfolio to protect shareholders' capital from rising interest rates, while focusing on credit research and individual security selection to identify bonds that provide above-average yield and strong total-return prospects. 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 February 28, 2005 Class A Class B Class C Inception date 9-13-87 10-3-96 4-1-99 Average annual returns with maximum sales charge (POP) One year -1.73% -2.72% 1.22% Five years 5.79 5.70 6.02 Ten years 5.49 -- -- Since inception -- 4.95 4.26 Cumulative total returns with maximum sales charge (POP) Six months -2.14 -2.85 1.14 One year -1.73 -2.72 1.22 Five years 32.51 31.94 33.94 Ten years 70.59 -- -- Since inception -- 50.12 28.00 SEC 30-day yield as of February 28, 2005 3.77 3.24 3.24 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 4.50%, 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 returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please note that a portion of the Fund's income may be subject to taxes, and some investors may be subject to the Alternative Minimum Tax (AMT). Also note that capital gains are taxable. 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 Lehman Brothers Municipal Bond Index. [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the Lehman Brothers Municipal Bond Index and is equal to $18,796 as of February 28, 2005. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock New York Tax-Free Income Fund, without sales charge (NAV), and is equal to $17,866 as of February 28, 2005. The third line represents the value of the same hypothetical investment made in the John Hancock New York Tax-Free Income Fund, with maximum sales charge (POP), and is equal to $17,059 as of February 28, 2005.] Class B 1 Class C 1 Period beginning 10-3-96 4-1-99 New York Tax-Free Income Fund $15,012 $12,800 Index 16,634 13,829 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 February 28, 2005. 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. Lehman Brothers Municipal Bond Index is an unmanaged index that includes municipal bonds and is commonly used as a measure of bond performance. 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 August 31, 2004, with the same investment held until February 28, 2005. Account value Expenses paid $1,000.00 Ending value during period on 8-31-04 on 2-28-05 ended 2-28-05 1 Class A $1,025.00 $5.16 Class B 1,021.50 8.69 Class C 1,021.40 8.69 Together with the value of your account, you may use this information to estimate the operating expenses that you paid over the period. Simply divide your account value at February 28, 2005 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 August 31, 2004, with the same investment held until February 28, 2005. 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 8-31-04 on 2-28-05 ended 2-28-05 1 Class A $1,019.70 $5.15 Class B 1,016.20 8.67 Class C 1,016.20 8.67 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 1.04%, 1.74% and 1.74% for Class A, Class B, and Class C shares, 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 February 28, 2005 (unaudited) This schedule has one main category, tax-exempt long-term bonds, which is broken down by state or territory. Under each state or territory is a list of securities owned by the Fund. Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Tax-exempt long-term bonds 98.83% $65,033,848 (Cost $59,805,978) Florida 0.86% 563,755 Capital Trust Agency, Rev Seminole Tribe Convention Ser 2002A (G) 10.000% 10-01-33 BB $500 563,755 New York 83.80% 55,144,174 Albany Parking Auth, Rev Ref Ser 2001A 5.625 07-15-25 BBB+ 750 800,235 Chautauqua Tobacco Asset Securitization Corp, Rev Ref Tobacco Settlement 6.750 07-01-40 BBB 1,000 1,056,490 Hempstead Town Industrial Development Agency, Rev Civic Facil Hofstra Univ 5.250 07-01-19 A 1,000 1,073,190 Islip Community Development Agency, Rev Ref NY Institute of Technology 7.500 03-01-26 AAA 1,500 1,604,115 Jay Street Development Corp, Rev Lease Public Improvements Ser A-2 (P) 1.780 05-01-20 AA+ 250,000 250,000 Metropolitan Transportation Auth, Rev Serv Contract Commuter Facil Ser 3 7.375 07-01-08 A3 705 762,401 Monroe Newpower Corp, Rev Ref Pwr Facil 5.100 01-01-16 BBB 1,000 1,054,550 Nassau County Industrial Development Agency, Rev Ref Civic Facil North Shore Hlth Sys Projs Ser 2001A 6.250 11-01-21 A3 275 301,964 Rev Ref Civic Facil North Shore Hlth Sys Projs Ser 2001B 5.875 11-01-11 A3 330 361,000 New York, City of, Gen Oblig Unltd Ser 1990B 8.250 06-01-07 A 200 223,092 Gen Oblig Unltd Ser 2001B 5.250 12-01-17 A 1,500 1,606,680 Gen Oblig Unltd Ser 2004J 5.000 05-15-23 A 1,000 1,044,210 See notes to financial statements. 10 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value New York (continued) New York City Industrial Development Agency, Rev Civic Facil Lycee Francais de NY Proj Ser 2002A 5.375% 06-01-23 A $1,000 $1,034,840 Rev Civic Facil Polytechnic Univ Proj 6.125 11-01-30 BB+ 1,000 953,360 Rev Ref Brooklyn Navy Yard Cogen Partners 5.650 10-01-28 BBB- 1,000 976,270 Rev Spec Airport Facil Airis JFK I LLC Proj Ser 2001A 5.500 07-01-28 BBB- 1,000 1,005,870 New York City Municipal Water Finance Auth, Rev Preref Wtr & Swr Sys Ser 2000B 6.000 06-15-33 AA+ 740 851,400 Rev Ref Wtr & Swr Sys 5.500 06-15-33 AA+ 1,500 1,622,370 Rev Ref Wtr & Swr Sys Cap Apprec Ser 2001D Zero 06-15-20 AA+ 2,000 1,027,740 Rev Ref Wtr & Swr Sys Ser 1996A 5.375 06-15-26 AAA 1,000 1,038,270 Rev Unref Bal Wtr & Swr Sys Ser 2000B 6.000 06-15-33 AA+ 460 528,080 Rev Wtr & Swr Sys Ser F Subser F-2 (P) 1.810 06-15-35 AA+ 700 700,000 New York City Transitional Finance Auth, Rev Future Tax Sec Ser 2000B 6.000 11-15-29 AA+ 1,000 1,149,230 Rev Ref Future Tax Sec Ser 2002A (Zero to 11-01-11 then 14.000%) (O) Zero 11-01-29 AA+ 1,000 776,290 New York City Trust For Cultural Resources, Rev Ref American Museum of Natural History Ser 2004A 5.000 07-01-36 AAA 1,000 1,043,160 New York Local Government Assistance Corp, Rev Ref Ser 1993C 5.500 04-01-17 AA 1,225 1,397,235 New York Mortgage Agency, Rev Ref Homeowner Mtg Ser 94 5.900 10-01-30 Aa1 495 516,542 New York State Dormitory Auth, Rev Cap Apprec FHA Insd Mtg Ser 2000B Zero 08-15-40 AAA 3,000 360,030 Rev Lease State Univ Dorm Facil Ser 2000A 6.000 07-01-30 AA- 1,000 1,151,260 Rev Lease State Univ Dorm Facil Ser 2004A 5.000 07-01-19 AAA 500 540,660 Rev Miriam Osborn Mem Home Ser 2000B 6.875 07-01-25 A 750 845,130 Rev North Shore L I Jewish Grp 5.375 05-01-23 A3 1,000 1,053,640 Rev Ref Concord Nursing Home Inc 6.500 07-01-29 Aa1 500 547,925 Rev Ref Lenox Hill Hosp Oblig Group 5.500 07-01-30 Baa2 1,000 1,032,510 Rev Ref Ser 2002B 5.250 11-15-23 AA- 2,000 2,200,580 Rev Ref State Univ Edl Facil Ser 1993A 5.500 05-15-19 AA- 2,000 2,279,880 Rev Ref State Univ Edl Facil Ser 1993A 5.250 05-15-15 AAA 1,000 1,113,550 Rev Ref Univ of Rochester Defd Income Ser 2000A (Zero to 07-01-10 then 6.05%) (O) Zero 07-01-25 AAA 1,000 814,420 Rev State Univ Adl Facil Ser 2000B 5.375 05-15-23 AA- 1,000 1,119,320 Rev Unref City Univ 4th Ser 2001A 5.250 07-01-31 AA- 130 144,629 See notes to financial statements. 11 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value New York (continued) New York State Environmental Facilities Corp, Rev Ref Poll Control (P) 14.671% 06-15-11 AAA $500 $723,530 Rev Unref Bal Poll Control Ser 1991E 6.875 06-15-10 AAA 40 41,187 New York State Power Auth, Rev Ref Gen Purpose Ser 1990W 6.500 01-01-08 AAA 250 265,308 Onondaga County Industrial Development Agency, Rev Sr Air Cargo 6.125 01-01-32 Baa3 1,000 1,020,470 Orange County Industrial Development Agency, Rev Civic Facil Arden Hill Care Ctr Newburgh Ser 2001C (G) 7.000 08-01-31 BB 500 500,215 Port Auth of New York and New Jersey, Rev Cons Thirty Seventh Ser 2004 5.500 07-15-18 AAA 2,000 2,239,760 Rev Ref Spec Proj KIAC Partners Ser 4 (G) 6.750 10-01-19 BBB 1,500 1,593,480 Sales Tax Asset Receivables Corp, Rev Ser 2004A 5.250 10-15-27 AAA 1,000 1,081,590 Rev Ser 2004A 5.000 10-15-32 AAA 1,050 1,095,612 Suffolk County Industrial Development Agency, Rev Civic Facil Huntington Hosp Proj Ser 2002B 6.000 11-01-22 BBB 1,000 1,069,580 Triborough Bridge & Tunnel Auth, Rev Ref Gen Purpose Ser 1992Y 6.125 01-01-21 AAA 1,500 1,857,720 TSASC, Inc, Rev Tobacco Settlement Asset Backed Bond Ser 1 5.500 07-15-24 BBB 890 911,066 Upper Mohawk Valley Regional Water Finance Auth, Rev Wtr Sys Cap Apprec Zero 04-01-22 Aaa 2,230 1,042,280 Westchester County Healthcare Corp, Rev Ref Sr Lien Ser 2000A 6.000 11-01-30 BB 1,150 1,159,326 Williamsville Central School District, Gen Oblig Unltd Ref 5.000 06-15-17 Aaa 1,390 1,506,482 Yonkers Industrial Development Agency, Rev Community Dev Pptys Yonkers Inc Ser 2001A 6.625 02-01-26 BBB- 1,000 1,074,450 Puerto Rico 10.88% 7,159,984 Puerto Rico Aqueduct and Sewer Auth, Rev Ref Inverse Floater (Gtd) (P) 9.770 07-01-11 AAA 2,000 2,581,240 Puerto Rico, Commonwealth of, Gen Oblig Unltd Ser 975 (P) 7.890 07-01-18 Aaa 500 588,685 See notes to financial statements. 12 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Puerto Rico (continued) Puerto Rico Highway & Transportation Auth, Rev Preref Ser 2000B 6.000% 07-01-26 A $1,000 $1,023,090 Puerto Rico Public Building Auth, Rev Govt Facil Ser 1995A (Gtd) 6.250 07-01-12 AAA 1,110 1,312,364 Puerto Rico Public Finance Corp, Rev Commonwealth Approp Ser 2002E 5.500 08-01-29 BBB+ 1,500 1,654,605 Virgin Islands 3.29% 2,165,935 Virgin Islands Public Finance Auth, Rev Ref Gross Receipts Tax Ln Note Ser 1999A 6.500 10-01-24 BBB 535 613,795 Rev Sub Lien Fund Ln Notes Ser 1998E (G) 5.875 10-01-18 BB+ 1,500 1,552,140 Total investments 98.83% $65,033,848 Other assets and liabilities, net 1.17% $767,513 Total net assets 100.00% $65,801,361 (A) Credit ratings are unaudited and are rated by Moody's Investors Service or Fitch where Standard & Poor's ratings are not available, unless indicated otherwise. (G) Security rated internally by John Hancock Advisers, LLC. (O) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (P) Represents rate in effect on February 28, 2005. 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 ASSETS AND LIABILITIES February 28, 2005 (unaudited) This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value and the maximum offering price per share. Assets Investments, at value (cost $59,805,978) $65,033,848 Cash 58,158 Receivable for shares sold 2,085 Interest receivable 813,431 Other assets 5,934 Total assets 65,913,456 Liabilities Payable for shares repurchased 8,180 Dividends payable 21,372 Unrealized depreciation of swap contracts 10,436 Payable to affiliates Management fees 23,929 Distribution and service fees 4,922 Other 4,823 Other payables and accrued expenses 38,433 Total liabilities 112,095 Net assets Capital paid-in 61,471,669 Accumulated net realized loss on investments (910,603) Net unrealized appreciation of investments and swap contracts 5,217,434 Accumulated net investment income 22,861 Net assets $65,801,361 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 ($42,634,384 [DIV] 3,408,910 shares) $12.51 Class B ($18,481,840 [DIV] 1,477,759 shares) $12.51 Class C ($4,685,137 [DIV] 374,612 shares) $12.51 Maximum offering price per share Class A 1 ($12.51 [DIV] 95.5%) $13.10 1 On single retail sales of less than $100,000. On sales of $100,000 or more and on group sales the offering price is reduced. See notes to financial statements. 14 FINANCIAL STATEMENTS OPERATIONS For the period ended February 28, 2005 (unaudited) 1 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 Interest $1,742,182 Total investment income 1,742,182 Expenses Investment management fees 166,699 Class A distribution and service fees 64,385 Class B distribution and service fees 95,341 Class C distribution and service fees 23,438 Transfer agent fees 25,676 Custodian fees 13,507 Professional fees 11,882 Miscellaneous 9,051 Printing 8,491 Accounting and legal services fees 7,494 Trustees' fees 1,948 Registration and filing fees 373 Interest 270 Total expenses 428,555 Less expense reductions (38) Net expenses 428,517 Net investment income 1,313,665 Realized and unrealized gain (loss) Net realized gain on investments 150,899 Change in net unrealized appreciation (depreciation) of Investments 108,436 Swap contracts (10,436) Net realized and unrealized gain 248,899 Increase in net assets from operations $1,562,564 1 Semiannual period from 9-1-04 through 2-28-05. See notes to financial statements. 15 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 the net of Fund share transactions. Year Period ended ended 8-31-04 2-28-05 1 Increase (decrease) in net assets From operations Net investment income $2,886,629 $1,313,665 Net realized gain 309,089 150,899 Change in net unrealized appreciation (depreciation) 1,811,987 98,000 Increase in net assets resulting from operations 5,007,705 1,562,564 Distributions to shareholders From net investment income Class A (1,946,203) (896,563) Class B (760,239) (331,804) Class C (176,133) (81,508) (2,882,575) (1,309,875) From Fund share transactions (6,137,757) (2,526,619) Net assets Beginning of period 72,087,918 68,075,291 End of period 2 $68,075,291 $65,801,361 1 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 2 Includes accumulated net investment income of $19,071, and $22,861, respectively. See notes to financial statements. 16 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 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.76 $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 3 0.61 0.58 0.58 0.56 0.54 0.26 Net realized and unrealized gain (loss) on investments 0.06 0.75 (0.09) (0.38) 0.36 0.05 Total from investment operations 0.67 1.33 0.49 0.18 0.90 0.31 Less distributions From net investment income (0.61) (0.58) (0.58) (0.56) (0.54) (0.26) Net asset value, end of period $11.82 $12.57 $12.48 $12.10 $12.46 $12.51 Total return 4 (%) 5.95 5 11.54 5 4.04 5 1.43 5 7.54 5 2.50 6 Ratios and supplemental data Net assets, end of period (in millions) $43 $48 $49 $46 $44 $43 Ratio of expenses to average net assets (%) 0.77 0.97 1.05 1.00 1.01 1.04 7 Ratio of adjusted expenses to average net assets 8 (%) 1.13 1.12 1.06 1.02 1.02 -- Ratio of net investment income to average net assets (%) 5.28 4.77 4.71 4.55 4.35 4.19 7 Portfolio turnover (%) 63 54 36 17 43 13 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.76 $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 3 0.53 0.49 0.49 0.47 0.45 0.22 Net realized and unrealized gain (loss) on investments 0.06 0.75 (0.09) (0.38) 0.36 0.05 Total from investment operations 0.59 1.24 0.40 0.09 0.81 0.27 Less distributions From net investment income (0.53) (0.49) (0.49) (0.47) (0.45) (0.22) Net asset value, end of period $11.82 $12.57 $12.48 $12.10 $12.46 $12.51 Total return 4 (%) 5.21 5 10.76 5 3.31 5 0.72 5 6.80 5 2.15 6 Ratios and supplemental data Net assets, end of period (in millions) $8 $17 $23 $22 $20 $18 Ratio of expenses to average net assets (%) 1.47 1.67 1.75 1.70 1.71 1.74 7 Ratio of adjusted expenses to average net assets 8 (%) 1.83 1.82 1.76 1.72 1.72 -- Ratio of net investment income to average net assets (%) 4.58 4.07 4.01 3.85 3.65 3.49 7 Portfolio turnover (%) 63 54 36 17 43 13 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 8-31-00 8-31-01 8-31-02 1 8-31-03 8-31-04 2-28-05 2 Per share operating performance Net asset value, beginning of period $11.76 $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 3 0.53 0.50 0.49 0.47 0.45 0.22 Net realized and unrealized gain (loss) on investments 0.06 0.75 (0.09) (0.38) 0.36 0.05 Total from investment operations 0.59 1.25 0.40 0.09 0.81 0.27 Less distributions From net investment income (0.53) (0.50) (0.49) (0.47) (0.45) (0.22) Net asset value, end of period $11.82 $12.57 $12.48 $12.10 $12.46 $12.51 Total return 4 (%) 5.21 5 10.77 5 3.31 5 0.72 5 6.80 5 2.14 6 Ratios and supplemental data Net assets, end of period (in millions) -- 9 $1 $3 $5 $5 $5 Ratio of expenses to average net assets (%) 1.47 1.67 1.75 1.70 1.71 1.74 7 Ratio of adjusted expenses to average net assets 8 (%) 1.83 1.82 1.76 1.72 1.72 -- Ratio of net investment income to average net assets (%) 4.58 4.07 4.01 3.81 3.65 3.49 7 Portfolio turnover (%) 63 54 36 17 43 13 1 As required, effective 9-1-01 the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, relating to the amortization of premiums and accretion of discounts on debt securities. This change had no effect on per share amounts for the year ended 8-31-02 and, had the Fund not made these changes to amortization and accretion, the ratio of net investment income to average net assets would have been 4.69%, 3.99% and 3.99%, for Class A, Class B and Class C shares, respectively. Per share ratios and supplemental data for periods prior to 9-1-01, have not been restated to reflect this change in presentation. 2 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 3 Based on the average of the shares outstanding. 4 Assumes dividend reinvestment and does not reflect the effect of sales charges. 5 Total returns would have been lower had certain expenses not been reduced during the periods shown. 6 Not annualized. 7 Annualized. 8 Does not take into consideration expense reductions during the periods shown. 9 Less than $500,000. See notes to financial statements. 19 NOTES TO STATEMENTS Unaudited Note A Accounting policies John Hancock New York Tax-Free Income Fund (the "Fund") is a non-diversified series of John Hancock Tax-Exempt Series Fund, an open-end management investment company registered under the Investment Company Act of 1940. The Fund seeks a high level of current income, consistent with the preservation of capital, that is exempt from federal, New York State and New York City personal income taxes. Since the Fund invests primarily in New York state issuers, the Fund may be affected by political, economic or regulatory developments in the state of New York. 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 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. 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. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. 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. 20 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 size 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 John Hancock Advisers, LLC (the "Adviser"), in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. The Adviser is a wholly owned subsidiary of John Hancock Financial Services, Inc. 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 period ended February 28, 2005. Swap contracts The Fund may enter into swap transactions in order to hedge the value of the Fund's portfolio against interest rate fluctuations or to enhance the Fund's income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis. The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts, if any, is recorded as realized gain (loss). Swap contracts are subject to risks related to the counterparty's ability to perform under the contract, and may decline in value if the counterparty's creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions. The Fund had the following interest rate swap contracts open on February 28, 2005: RATE TYPE ------------------------ PAYMENTS NOTIONAL PAYMENTS MADE RECEIVED TERMINATION UNREALIZED AMOUNT BY FUND BY FUND DATE DEPRECIATION - ------------------------------------------------------------------------ $6,200,000 3.80%(a) Weekly Muni August 2015 ($10,436) Swap Index (a) Fixed rate 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 $1,011,888 of a capital loss carryforward available, to the extent provided by regulations, to offset future net realized 21 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: August 31, 2008 -- $414,005, August 31, 2010 -- $181,898, August 31, 2011 -- $414,533 and August 31, 2012 -- $1,452. Interest and distributions Interest income on investment securities is recorded on the accrual basis. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Fund's net investment income is declared daily as dividends to shareholders of record as of the close of business on the preceding day, and distributed monthly. During the year ended August 31, 2004, the tax character of distributions paid was as follows: ordinary income $4,797, and exempt income $2,877,778. 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. 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) 0.50% of the first $250,000,000 of the Fund's average daily net asset value, (b) 0.45% of the next $250,000,000, (c) 0.425% of the next $500,000,000, (d) 0.40% of the next $250,000,000 and (e) 0.30% of the Fund's average daily net asset value in excess of $1,250,000,000. The Fund has an agreement with its custodian bank, under which custody fees are reduced by balance credits applied during the period. Accordingly, the expense reductions related to custody fee offsets amounted to $38, which had no impact on the Fund's annualized ratio of expenses to average net assets, for the period ended February 28, 2005. If the Fund had not entered into this agreement, the assets not invested, on which these balance credits were earned, could have produced taxable income. 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 values. 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 period ended 22 February 28, 2005, JH Funds received net up-front sales charges of $22,504 with regard to sales of Class A shares. Of this amount, $2,914 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $13,536 was paid as sales commissions to unrelated broker-dealers and $6,054 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. 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 period ended February 28, 2005, CDSCs received by JH Funds amounted to $31,636 for Class B shares and received no CDSCs with regard to 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 0.01% of each class's average daily net asset values, 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%. There were no transfer agent fee reductions during the period ended February 28, 2005. 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 period amounted to $7,494. The Fund also paid the Adviser the amount of $126 for certain publishing services, included in the printing fees. Mr. James Shepherdson is a director and officer of the Adviser, as well as affiliated Trustee of the Fund, and is compensated by the Adviser. 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. 23 Note C Fund share transactions This listing illustrates the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the corresponding dollar value. Year ended 8-31-04 Period ended 2-28-05 1 Shares Amount Shares Amount Class A shares Sold 261,614 $3,225,240 93,207 $1,165,134 Distributions reinvested 108,586 1,341,333 49,526 619,645 Repurchased (638,810) (7,903,509) (233,239) (2,919,055) Net decrease (268,610) ($3,336,936) (90,506) ($1,134,276) Class B shares Sold 88,132 $1,094,355 54,228 $685,643 Distributions reinvested 37,194 459,459 15,126 180,168 Repurchased (339,246) (4,186,969) (175,074) (2,191,124) Net decrease (213,920) ($2,633,155) (105,720) ($1,325,313) Class C shares Sold 40,987 $512,456 14,804 $185,838 Distributions reinvested 7,971 98,301 4,295 53,739 Repurchased (62,813) (778,423) (24,426) (306,607) Net decrease (13,855) ($167,666) (5,327) ($67,030) Net decrease (496,385) ($6,137,757) (201,553) ($2,526,619) 1 Semiannual period from 9-1-04 through 2-28-05. Unaudited. 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 period ended February 28, 2005, aggregated $8,618,086 and $11,241,475, respectively. The cost of investments owned on February 28, 2005, including short-term investments, for federal income tax purposes, was $59,778,589. Gross unrealized appreciation and depreciation of investments aggregated $5,297,685 and $42,426, respectively, resulting in net unrealized appreciation of $5,255,259. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to accretion of discounts on debt securities. 24 Note E Shareholder meeting On December 1, 2004, a special meeting of shareholders of the Fund was held to elect nine Trustees effective January 1, 2005. Proxies covering 3,858,905 shares of beneficial interest were voted at the meeting. The shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, with the votes tabulated as follows: WITHHELD FOR AUTHORITY - -------------------------------------------------------------------- James F. Carlin 3,829,012 29,893 Richard P. Chapman Jr. 3,829,271 29,634 William H. Cunningham 3,830,174 28,731 Ronald R. Dion 3,829,915 28,990 Charles L. Ladner 3,829,915 28,990 Dr. John A. Moore 3,829,271 29,634 Patti McGill Peterson 3,830,174 28,731 Steven R. Pruchansky 3,829,915 28,990 James A. Shepherdson 3,830,174 28,731 25 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 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 Inco 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. 26 ELECTRONIC DELIVERY Now available from John Hancock Funds Instead of sending annual and semiannual reports and prospectuses through the U.S. mail, we'll notify you by e-mail when these documents are available for online viewing. How does electronic delivery benefit you? * No more waiting for the mail to arrive; you'll receive an e-mail notification as soon as the document is ready for online viewing. * Reduces the amount of paper mail you receive from John Hancock Funds. * Reduces costs associated with printing and mailing. Sign up for electronic delivery today at www.jhfunds.com/edelivery 27 OUR WEB SITE A wealth of information-- www.jhfunds.com View the latest information for your account. - ------------------------------------------------ Transfer money from one account to another. - ------------------------------------------------ Get current quotes for major market indexes. - ------------------------------------------------ Use our online calculators to help you with your financial goals. - ------------------------------------------------ Get up-to-date commentary from John Hancock Funds investment experts. - ------------------------------------------------ Access forms, applications and tax information. - ------------------------------------------------ 28 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 Trustees Charles L. Ladner, Chairman* James F. Carlin Richard P. Chapman, Jr.* William H. Cunningham Ronald R. Dion Dr. John A. Moore* Patti McGill Peterson* Steven R. Pruchansky James A. Shepherdson Lt. Gen. Norman H. Smith, USMC (Ret.) * Members of the Audit Committee Officers James A. Shepherdson President and Chief Executive Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer 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 The Fund's investment objective, 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 the Fund's Web site at www.jhfunds.com. Please read the prospectus carefully before investing or sending money. 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. 29 [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 John Hancock New York Tax-Free Income Fund. 760SA 2/05 4/05 ITEM 2. CODE OF ETHICS. As of the end of the period, February 28, 2005, 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. The code of ethics was amended effective February 1, 2005 to address new Rule 204A-1 under the Investment Advisers Act of 1940 and to make other related changes. The most significant amendments were: (a) Broadening of the General Principles of the code to cover compliance with all federal securities laws. (b) Eliminating the interim requirements (since the first quarter of 2004) for access persons to preclear their personal trades of John Hancock mutual funds. This was replaced by post-trade reporting and a 30 day hold requirement for all employees. (c) A new requirement for "heightened preclearance" with investment supervisors by any access person trading in a personal position worth $100,000 or more. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable at this time. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds - Administration Committee Charter" and "John Hancock Funds - Governance Committee Charter". ITEM 11. CONTROLS AND PROCEDURES. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (b)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference. (c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached "John Hancock Funds - Administration Committee Charter" and "John Hancock Funds - Governance Committee Charter". (c)(2) Contact person at the registrant. (c)(3) Code of Ethics for Senior Financial Officers is attached. 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 Tax-Exempt Series Fund By: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: April 27, 2005 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: April 27, 2005 By: ------------------------------ William H. King Vice President and Treasurer Date: April 27, 2005