UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4630 John Hancock Investment Trust III (Exact name of registrant as specified in charter) 101 Huntington Avenue, Boston, Massachusetts 02199 (Address of principal executive offices) (Zip code) Alfred P. Ouellette Senior Attorney and Assistant Secretary 101 Huntington Avenue Boston, Massachusetts 02199 (Name and address of agent for service) Registrant's telephone number, including area code: 617-375-1513 Date of fiscal year end: October 31 Date of reporting period: April 30, 2005 ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Mid Cap Growth Fund 4.30.2005 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 13 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 four 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 into March and April investors again grew concerned about further spikes in oil prices and rising interest rates. As a result, the first four months of 2005 ended with the major indexes in the red. By the end of April, the Dow Jones Industrial Average had returned -4.81%, the S&P 500 Index returned -4.00%, while the Nasdaq Composite Index fell by 11.67%. Bonds performed slightly better, managing to produce positive results, with the Lehman Brothers Aggregate Bond Index returning 0.87%. 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 ten members -- nine 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 April 30, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks long-term capital appreciation by investing at least 80% of its assets in stocks of medium- capitalization companies (in the capitalization range of the Russell Midcap Growth Index) with above- average earnings growth. Over the last six months * U.S. stocks posted only modest gains, pressured by higher interest rates, rising energy prices and increased commodity costs. * Mid-cap stocks beat small- and large-cap stocks, while growth lagged value. * Weak returns from the Fund's health care, industrials and energy stocks overshadowed strong gains from the consumer discretionary and materials sectors. [Bar chart with heading "John Hancock Mid Cap Growth Fund." Under the heading is a note that reads "Fund performance for the six months ended April 30, 2005." The chart is scaled in increments of 1% with -2% at the bottom and 0% at the top. The first bar represents the -1.08% total return for Class A. The second bar represents the -1.32% total return for Class B. The third bar represents the -1.32% total return for Class C. The fourth bar represents the -0.71% total return for Class I. A note below the chart reads "Total returns for the Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 4.9% Comverse Technology, Inc. 4.5% Affiliated Managers Group, Inc. 4.3% Owens-Illinois, Inc. 4.0% Sotheby's, Holding, Inc. 3.8% Jarden Corp. 3.7% Toreador Resources Corp. 3.6% Coach, Inc. 3.6% Rowan Cos., Inc. 3.5% Fastenal Co. 3.3% BJ Services Co. As a percentage of net assets on April 30, 2005. 1 BY THOMAS P. NORTON, CFA, PORTFOLIO MANAGER MANAGER'S REPORT JOHN HANCOCK Mid Cap Growth Fund Mid-cap stocks led the stock market, which made modest headway during the six months ended April 30, 2005. After a strong start last fall, the market ran into headwinds in 2005 as rising interest rates, record energy prices and increased commodity prices pressured corporate and consumer spending. Most companies were unable to put through price hikes to offset these higher costs, dampening their profit outlook. In this environment, investors became more cautious, favoring bargain value stocks over more expensive growth stocks. Utilities, energy and consumer staples stocks did well, while technology and financials struggled. The Russell Mid Cap Growth Index closed the period with a 4.07% return, ahead of the 3.28% return for the Standard and Poor's 500 Index. "Mid-cap stocks led the stock market, which made modest headway during the six months ended April 30, 2005." Strategy and performance review John Hancock Mid Cap Growth Fund maintained its focus on mid-size companies with market capitalizations between $3 billion and $10 billion. The portfolio remained diversified with a bias toward economically sensitive sectors. We concentrated on stocks with the best potential to grow earnings over the long term, either through increased sales or improved profit margins. The Fund's health care, industrial and energy stocks turned in disappointing near-term returns, outweighing positive contributions from materials and consumer discretionary investments. For the six months ended April 30, 2005, the Fund's Class A, Class B, Class C and Class I shares posted total returns of -1.08%, -1.32%, -1.32% and -0.71%, respectively, at net asset value. The Fund trailed the average mid-cap growth fund, which returned 1.68% during the same period, according to Lipper, Inc.1 Keep in mind that your net asset value return will be different from the Fund's if you were not invested in the Fund for the entire period and did not reinvest all distributions. Long-term performance information can be found on pages six and seven. 2 Biotech and pharmaceutical detractors In health care, our hunt for strong long-term earnings growth led us to biotechnology and pharmaceutical stocks. These industries suffered as investors grew more risk averse. Biogen Idec, a biotech leader, declined sharply when news surfaced that its promising new multiple sclerosis drug, Tysabri, might be linked to a deadly brain virus. We sold our stake as the company's near-term growth prospects weakened. On the pharmaceutical side, Medicines Co. fell after the Federal Drug Administration rejected a proposal to change the labeling on one of its heart-related drugs. Rigel Pharmaceuticals, a company that is developing closely related allergy and asthma drugs, sank as investors worried about why Pfizer had signed on as a partner on the asthma drug, but not the allergy drug. We believed management would realize more value by doing separate deals and added to our stake. [A photo of Thomas Norton, flush right next to first paragraph.] Offsetting some of these losses were strong gains from a few companies that investors viewed as less risky. Gen-Probe, which provides testing equipment for blood and urine samples, benefited from increased sales of a new machine, as well as the highly profitable assay solutions it uses. Invitrogen, which makes kits that help biotech and pharmaceutical companies develop and research drugs, rebounded from an earlier earnings disappointment. "While the Fund benefited from paring back on technology, specific stocks still detracted from returns..." Bias toward industrials and energy sectors The Fund had a sizable investment in industrials, but avoided rust-belt type companies that we thought would be especially vulnerable to rising raw materials and energy costs. Instead, we targeted business services companies such as Monster Worldwide and Manpower. These stocks declined amid worries that economic growth would stall and hurt hiring. We held on, believing the long-term growth prospects for each company remained intact. We exited, however, from AirTran Holdings, a low-cost airline pressured by rising energy costs and increased competition. We also focused on energy stocks, which we expected to benefit from rising oil and gas commodity prices. Initially, we targeted oil service companies, which supply drilling and pumping equipment to the exploration and production (e&p) companies. When the 3 e&p companies did not step up spending on services as quickly as expected, the service stocks suffered. We decided to diversify, adding Toreador Resources, an e&p company that is developing promising new assets in the Black Sea (offshore from Turkey) and Romania. Its stock price declined sharply when investors became concerned that energy prices had peaked. [Table at top left-hand side of page entitled "Sector distribution 2." The first listing is Consumer discretionary - 20%, the second is Information technology - 17%, the third is Health care - 17%, the fourth is Industrials - - 16%, the fifth is Materials - 11%, the sixth is Energy - 11%, the seventh is Financials - 5% and the eighth is Consumer staples - 2%.] Strong stock picking in materials and consumer discretionary We boosted the Fund's stake in materials, a sector that tends to do well when the economy picks up. The Fund's top performers included Owens-Illinois, a glass manufacturer, and Crown Packaging, which makes cans for beverages and foods. Both stocks rallied as industry consolidation eased competition and improved pricing. In addition, Owens-Illinois restructured its European operations, while Crown strengthened its balance sheet. On the consumer discretionary side, Panera Bread and Jarden posted strong gains. As the Atkins diet craze faded from popularity, Panera benefited from improved same store sales, growing profitability and continued expansion. Jarden, a diversified consumer products company that recently acquired Sunbeam and Coleman, also rallied nicely. In financials, Affiliated Managers -- a conglomerate of investment management companies -- climbed after announcing some new acquisitions. [Pie chart at middle of page with heading "Portfolio diversification 2." The chart is divided into two sections (from top to right): Common stocks 99% and Short-term investments & other 1%. ] Reduced stake in technology While the Fund benefited from paring back on technology, specific stocks still detracted from returns. Motive, which develops software for the broadband market, tumbled as prospects for corporate 4 spending weakened. Affiliated Computer, which is an outsourcer that processes paperwork, such as Medicare, Medicaid, welfare and student loan payments, fell when it lost a bid for a major contract with the state of Texas. Lexmark International, which manufactures printers, declined as industry pricing weakened and sales of printer cartridges slowed. By contrast, VERITAS Software rallied nicely following a premium buy-out offer from Symantec. [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Periods performance...and what's behind the numbers." The first listing is Panera Bread followed by an up arrow with the phrase "Improved same store sales, good profitability, continued expansion." The second listing is Toreador Resources followed by a down arrow with the phrase "Concerns that energy prices had peaked." The third listing is Biogen Idec followed by a down arrow with the phrase "Promising new multiple sclerosis drug pulled from market."] Potential shift in positioning We plan to continue looking for mid-cap companies with strong earnings growth potential. If short-term interest rates and inflation move higher, we will most likely shift more assets toward intellectual property companies in such industries as software and biotech that are not as exposed to rising commodity and energy costs. As the recovery ages, we may also reduce the Fund's bias toward more economically sensitive sectors such as materials. "We plan to continue looking for mid-cap companies with strong earn ings growth potential." This commentary reflects the views of the portfolio manager through the end of the Fund's period discussed in this report. The manager's statements reflect his own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 2 As a percentage of net assets on 4-30-05. 5 A LOOK AT PERFORMANCE For the period ended April 30, 2005 Class A Class B Class C Class I 1 Inception date 11-1-93 11-1-93 6-1-98 3-1-02 Average annual returns with maximum sales charge (POP) One year -7.10% -7.71% -3.82% -1.63% Five years -12.83 -12.88 -12.54 -- Ten years 3.67 3.61 -- -- Since inception -- -- -2.39 1.07 Cumulative total returns with maximum sales charge (POP) Six months -6.04 -6.25 -2.30 -0.71 One year -7.10 -7.71 -3.82 -1.63 Five years -49.68 -49.82 -48.81 -- Ten years 43.42 42.56 -- -- Since inception -- -- -15.41 3.43 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I shares. The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. 1 For certain types of investors as described in the Fund's Class I share prospectus. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in two separate indexes. [Line chart with the heading "GROWTH OF $10,000." Within the chart are four lines. The first line represents the Standard & Poor's 500 Index and is equal to $26,562 as of April 30, 2005. The second line represents the Russell Midcap Growth Index and is equal to $24,505 as of April 30, 2005. The third line represents the value of the hypothetical $10,000 investment made in the John Hancock Mid Cap Growth Fund, before sales charge, and is equal to $15,093 as of April 30, 2005. The fourth line represents the value of the same hypothetical investment made in the John Hancock Mid Cap Growth Fund, after sales charge, and is equal to $14,342 as of April 30, 2005.] Class B 1 Class C 1 Class I 2 Period beginning 4-30-95 6-1-98 3-1-02 Mid Cap Growth Fund $14,256 $8,459 $10,343 Index 1 26,562 11,756 10,797 Index 2 24,505 13,190 12,022 Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund's Class B, Class C and Class I shares, respectively, as of April 30, 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. Standard & Poor's 500 Index -- Index 1 -- is an unmanaged index that includes 500 widely traded common stocks. Russell Midcap Growth Index -- Index 2 -- is an unmanaged index that contains those stocks from the Russell Midcap Index with a greater-than-average growth orientation. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 2 For certain types of investors as described in the Fund's Class I share prospectus. 7 YOUR EXPENSES These examples are intended to help you understand your ongoing operating expenses. Understanding fund expenses As a shareholder of the Fund, you incur two types of costs: * Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc. * Ongoing operating expenses including management fees, distribution and service fees (if applicable) and other fund expenses. We are going to present only your ongoing operating expenses here. Actual expenses/actual returns This example is intended to provide information about your fund's actual ongoing operating expenses, and is based on your fund's actual return. It assumes an account value of $1,000.00 on October 31, 2004, with the same investment held until April 30, 2005. Account value Expenses paid $1,000.00 Ending value during period on 10-31-04 on 4-30-05 ended 4-30-05 1 Class A $989.20 $8.65 Class B 986.80 12.02 Class C 986.80 12.12 Class I 992.90 5.18 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 April 30, 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 October 31, 2004, with the same investment held until April 30, 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 10-31-04 on 4-30-05 ended 4-30-05 1 Class A $1,016.10 $8.77 Class B 1,012.70 12.18 Class C 1,012.60 12.28 Class I 1,019.60 5.25 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 1.75%, 2.45%, 2.45% and 1.04% for Class A, Class B, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by number of days in most recent fiscal half-year/365 or 366 (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on April 30, 2005 (unaudited) This schedule is divided into two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. Issuer Shares Value Common stocks 98.58% $120,967,776 (Cost $111,627,433) Advertising 2.11% 2,586,480 Omnicom Group, Inc. 31,200 2,586,480 Aerospace & Defense 2.81% 3,443,700 Engineered Support Systems, Inc. 97,500 3,443,700 Apparel -- Retail 3.01% 3,699,050 Urban Outfitters, Inc. (I) 83,500 3,699,050 Apparel, Accessories & Luxury Goods 3.62% 4,448,800 Coach, Inc. (I) 166,000 4,448,800 Application Software 1.11% 1,364,130 BEA Systems, Inc. (I)(L) 197,700 1,364,130 Asset Management & Custody Banks 4.46% 5,471,375 Affiliated Managers Group, Inc. (I)(L) 87,500 5,471,375 Biotechnology 6.85% 8,406,208 Gilead Sciences, Inc. (I) 56,000 2,077,600 Invitrogen Corp. (I)(L) 28,000 2,051,560 Protein Design Labs, Inc. (I)(L) 152,100 2,719,548 Threshold Pharmaceuticals, Inc. (I) 250,000 1,557,500 Broadcasting & Cable TV 3.06% 3,756,000 Univision Communications, Inc. (Class A) (I)(L) 75,000 1,971,750 Westwood One, Inc. (I)(L) 97,500 1,784,250 Communications Equipment 4.95% 6,071,256 Comverse Technology, Inc. (I) 266,400 6,071,256 Computer Storage & Peripherals 2.15% 2,639,100 Lexmark International, Inc. (Class A) (I) 38,000 2,639,100 Data Processing & Outsourced Services 2.52% 3,098,550 Affiliated Computer Services, Inc. (Class A) (I)(L) 65,000 3,098,550 See notes to financial statements. 10 FINANCIAL STATEMENTS Issuer Shares Value Diversified Commercial Services 4.03% $4,942,665 Sotheby's Holdings, Inc. (Class A) (I) 301,750 4,942,665 Diversified Metals & Mining 3.73% 4,573,090 Freeport-McMoRan Copper & Gold, Inc. (Class B) 72,000 2,495,520 Phelps Dodge Corp. 24,200 2,077,570 Electronic Manufacturing Services 2.00% 2,450,880 Jabil Circuit, Inc. (I)(L) 88,800 2,450,880 Employment Services 6.05% 7,421,004 Manpower, Inc. 89,600 3,454,080 Monster Worldwide, Inc. (I) 172,400 3,966,924 Health Care Equipment 3.11% 3,814,440 Gen-Probe, Inc. (I) 76,000 3,814,440 Internet Software & Services 2.28% 2,794,086 Motive, Inc. (I) 337,450 2,794,086 Leisure Products 3.83% 4,694,817 Jarden Corp. (I)(L) 105,100 4,694,817 Metal & Glass Containers 7.01% 8,600,640 Crown Holdings, Inc. (I) 222,000 3,341,100 Owens-Illinois, Inc. (I) 214,500 5,259,540 Movies & Entertainment 1.45% 1,784,055 Radio One, Inc. (Class D) (I)(L) 136,500 1,784,055 Oil & Gas Drilling 3.55% 4,358,879 Rowan Cos., Inc. (I) 164,300 4,358,879 Oil & Gas Equipment & Services 3.28% 4,021,875 BJ Services Co. 82,500 4,021,875 Oil & Gas Exploration & Production 3.68% 4,521,540 Toreador Resources Corp. (I) 268,500 4,521,540 Personal Products 2.16% 2,650,290 Estee Lauder Cos., Inc. (The) (Class A) 69,000 2,650,290 Pharmaceuticals 6.73% 8,264,871 Medicines Co. (The) (I)(L) 153,500 3,277,225 Rigel Pharmaceuticals, Inc. (I) 165,350 2,835,753 Taro Pharmaceutical Industries Ltd. (Israel) (I)(L) 74,050 2,151,893 Restaurants 3.18% 3,901,560 Panera Bread Co. (Class A) (I)(L) 78,000 3,901,560 See notes to financial statements. 11 FINANCIAL STATEMENTS Issuer Shares Value Semiconductor Equipment 2.36% $2,898,279 Broadcom Corp. (Class A) (I) 96,900 2,898,279 Trading Companies & Distributors 3.50% 4,290,156 Fastenal Co. 80,100 4,290,156 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 28.14% $34,533,432 (Cost $34,533,432) Joint Repurchase Agreement 2.89% 3,547,000 Investment in a joint repurchase agreement transaction with Bank of America Corp. -- Dated 4-29-05 due 5-2-05 (secured by U.S. Treasury STRIPS due 11-15-10 thru 8-15-25) 2.85% $3,547 3,547,000 Shares Cash Equivalents 25.25% 30,986,432 AIM Cash Investment Trust (T) 30,986,432 30,986,432 Total investments 126.72% $155,501,208 Other assets and liabilities, net (26.72%) ($32,793,914) Total net assets 100.00% $122,707,294 (I) Non-income-producing security. (L) All or a portion of this security is on loan as of April 30, 2005. (T) Represents investment of securities lending collateral. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 12 FINANCIAL STATEMENTS ASSETS AND LIABILITIES April 30, 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 $146,160,865) including $30,378,855 of securities loaned $155,501,208 Cash 576 Receivable for shares sold 16,106 Dividends and interest receivable 18,562 Other assets 24,240 Total assets 155,560,692 Liabilities Payable for investments purchased 1,438,292 Payable for shares repurchased 202,366 Payable upon receipt of securities loaned 30,986,432 Payable to affiliates Management fees 90,395 Distribution and service fees 6,268 Other 63,782 Other payables and accrued expenses 65,863 Total liabilities 32,853,398 Net assets Capital paid-in 206,059,827 Accumulated net realized loss on investments (91,702,247) Net unrealized appreciation of investments 9,340,343 Accumulated net investment loss (990,629) Net assets $122,707,294 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 ($92,090,482 [DIV] 11,177,007 shares) $8.24 Class B ($25,497,803 [DIV] 3,406,216 shares) $7.49 Class C ($2,887,534 [DIV] 385,636 shares) $7.49 Class I ($2,231,475 [DIV] 264,331 shares) $8.44 Maximum offering price per share Class A 1 ($8.24 [DIV] 95%) $8.67 1 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced. See notes to financial statements. 13 FINANCIAL STATEMENTS OPERATIONS For the period ended April 30, 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 Dividends $250,201 Securities lending 72,583 Interest 21,878 Total investment income 344,662 Expenses Investment management fees 548,977 Class A distribution and service fees 150,063 Class B distribution and service fees 158,237 Class C distribution and service fees 15,468 Class A, B and C transfer agent fees 341,928 Class I transfer agent fees 615 Printing 36,070 Registration and filing fees 26,022 Professional fees 17,876 Custodian fees 16,988 Accounting and legal services fees 15,141 Miscellaneous 13,682 Securities lending fees 3,367 Trustees' fees 2,313 Interest 1,383 Total expenses 1,348,130 Less expense reductions (34,200) Net expenses 1,313,930 Net investment loss (969,268) Realized and unrealized gain (loss) Net realized gain on investments 1,077,676 Change in net unrealized appreciation (depreciation) of investments (810,210) Net realized and unrealized gain 267,466 Decrease in net assets from operations ($701,802) 1 Semiannual period from 11-1-04 through 4-30-05. See notes to financial statements. 14 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 10-31-04 4-30-05 1 Increase (decrease) in net assets From operations Net investment loss ($2,502,591) ($969,268) Net realized gain 16,496,734 1,077,676 Change in net unrealized appreciation (depreciation) (16,196,116) (810,210) Decrease in net assets resulting from operations (2,201,973) (701,802) From Fund share transactions (21,349,161) (13,919,247) Net assets Beginning of period 160,879,477 137,328,343 End of period 2 $137,328,343 $122,707,294 1 Semiannual period from 11-1-04 through 4-30-05. Unaudited. 2 Includes accumulated net investment loss of $21,361 and $990,629, respectively. See notes to financial statements. 15 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $12.85 $16.03 $7.66 $6.47 $8.43 $8.33 Net investment loss 2 (0.17) (0.12) (0.11) (0.11) (0.12) (0.05) Net realized and unrealized gain (loss) on investments 4.23 (7.48) (1.08) 2.07 0.02 (0.04) Total from investment operations 4.06 (7.60) (1.19) 1.96 (0.10) (0.09) Less distributions From net realized gain (0.88) (0.77) -- -- -- -- Net asset value, end of period $16.03 $7.66 $6.47 $8.43 $8.33 $8.24 Total return 3 (%) 33.26 (49.87) (15.54) 30.29 (1.19) 4 (1.08) 4,5 Ratios and supplemental data Net assets, end of period (in millions) $176 $85 $85 $107 $98 $92 Ratio of expenses to average net assets (%) 1.46 1.63 1.89 1.98 1.75 1.75 6 Ratio of adjusted expenses to average net assets 7 (%) -- -- -- -- 1.79 1.80 6 Ratio of net investment loss to average net assets (%) (1.08) (1.13) (1.52) (1.62) (1.44) (1.25) 6 Portfolio turnover (%) 146 211 267 8 183 75 21 See notes to financial statements. 16 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $12.22 $15.08 $7.13 $5.98 $7.74 $7.59 Net investment loss 2 (0.27) (0.18) (0.16) (0.15) (0.17) (0.08) Net realized and unrealized gain (loss) on investments 4.01 (7.00) (0.99) 1.91 0.02 (0.02) Total from investment operations 3.74 (7.18) (1.15) 1.76 (0.15) (0.10) Less distributions From net realized gain (0.88) (0.77) -- -- -- -- Net asset value, end of period $15.08 $7.13 $5.98 $7.74 $7.59 $7.49 Total return 3 (%) 32.30 (50.24) (16.13) 29.43 (1.94) 4 (1.32) 4,5 Ratios and supplemental data Net assets, end of period (in millions) $241 $101 $46 $48 $34 $25 Ratio of expenses to average net assets (%) 2.16 2.33 2.56 2.67 2.45 2.45 6 Ratio of adjusted expenses to average net assets 7 (%) -- -- -- -- 2.49 2.50 6 Ratio of net investment loss to average net assets (%) (1.78) (1.83) (2.20) (2.31) (2.14) (1.94) 6 Portfolio turnover (%) 146 211 267 8 183 75 21 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $12.21 $15.07 $7.13 $5.99 $7.74 $7.59 Net investment loss 2 (0.27) (0.18) (0.16) (0.15) (0.17) (0.08) Net realized and unrealized gain (loss) on investments 4.01 (6.99) (0.98) 1.90 0.02 (0.02) Total from investment operations 3.74 (7.17) (1.14) 1.75 (0.15) (0.10) Less distributions From net realized gain (0.88) (0.77) -- -- -- -- Net asset value, end of period $15.07 $7.13 $5.99 $7.74 $7.59 $7.49 Total return 3 (%) 32.32 (50.21) (15.99) 29.22 (1.94) 4 (1.32) 4,5 Ratios and supplemental data Net assets, end of period (in millions) $5 $3 $2 $3 $3 $3 Ratio of expenses to average net assets (%) 2.16 2.33 2.58 2.68 2.45 2.45 6 Ratio of adjusted expenses to average net assets 7 (%) -- -- -- -- 2.49 2.50 6 Ratio of net investment loss to average net assets (%) (1.80) ( 1.83) (2.21) (2.32) (2.14) (1.95) 6 Portfolio turnover (%) 146 211 267 8 183 75 21 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS I SHARES Period ended 10-31-02 9 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $8.16 $6.51 $8.54 $8.50 Net investment loss 2 (0.06) (0.06) (0.06) (0.02) Net realized and unrealized gain (loss) on investments (1.59) 2.09 0.02 (0.04) Total from investment operations (1.65) 2.03 (0.04) (0.06) Net asset value, end of period $6.51 $8.54 $8.50 $8.44 Total return 3 (%) (20.22) 5 31.18 (0.47) (0.71) 5 Ratios and supplemental data Net assets, end of period (in millions) $3 $3 $3 $2 Ratio of expenses to average net assets (%) 1.46 6 1.22 1.02 1.04 6 Ratio of net investment loss to average net assets (%) (1.00) 6 (0.85) (0.71) (0.54) 6 Portfolio turnover (%) 267 8 183 75 21 1 Semiannual period from 11-1-04 through 4-30-05. Unaudited. 2 Based on the average of the shares outstanding. 3 Assumes dividend reinvestment and does not reflect the effect of sales charges. 4 Total returns would have been lower had certain expenses not been reduced during the periods shown. 5 Not annualized. 6 Annualized. 7 Does not take into consideration expense reductions during the periods shown. 8 Excludes merger activity. 9 Class I shares began operations on 3-1-02. See notes to financial statements. 19 NOTES TO STATEMENTS Unaudited Note A Accounting policies John Hancock Mid Cap Growth Fund (the "Fund") is a diversified series of John Hancock Invest ment Trust III, an open-end management investment company registered under the Investment Company Act of 1940. The investment objective of the Fund is to achieve long-term capital appreciation. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B, Class C and Class I shares. The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission and the Internal Revenue Service. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less may be valued at amortized cost, which approximates market value. Investments in AIM Cash Invest ment Trust are valued at their net asset value each business day. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to 20 each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, and transfer agent fees for Class I shares, are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative 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 April 30, 2005. Securities lending The Fund may lend securities to certain qualified brokers who pay the Fund negotiated lender fees. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. At April 30, 2005, the Fund loaned securities having a market value of $30,378,855 collateralized by cash in the amount of $30,986,432. The cash collateral was invested in a short-term instrument. Securities lending expenses are paid by the Fund to the Adviser. Federal income taxes The Fund qualifies as a "regulated investment company" by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the Fund has $92,779,923 of a capital loss carryforward available, to the extent provided by regulations, to offset future net realized capital gains. To the extent that such carryforward is used by the Fund, no capital gain distributions will be made. The loss carryforward expires as follows: October 31, 2008 -- $821,684, October 31, 2009 -- $66,951,793 and October 31, 2010 -- $25,006,446. Availability of a certain amount of loss carryforward, which was acquired on June 7, 2002, in a merger, may be limited in a given year. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the 21 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) 0.80% of the first $500,000,000 of the Fund's average daily net asset value, (b) 0.75% of the next $500,000,000 and (c) 0.70% of the Fund's average daily net asset value in excess of $1,000,000,000. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of the National Association of Securities Dealers. Under the Conduct Rules, curtailment of a portion of the Fund's 12b-1 payments could occur under certain circumstances. Class A shares are assessed up-front sales charges. During the period ended April 30, 2005, JH Funds received net up-front sales charges of $33,991 with regard to sales of Class A shares. Of this amount, $3,972 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $22,498 was paid as sales commissions to unrelated broker-dealers and $7,521 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 April 30, 2005, CDSCs received by JH Funds amounted to $45,147 for Class B shares and $156 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, 22 Inc. ("Signature Services"), an indirect subsidiary of JHLICo. For Class A, Class B and Class C shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class's average daily net asset value, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. For Class I shares the Fund pays a monthly transfer agent fee at a total annual rate of 0.05% of Class I average daily net asset value. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. Accordingly, the transfer agent expense for Class A, Class B and Class C shares was reduced by $34,200 for the period ended April 30, 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 $15,141. The Fund also paid the Adviser the amount of $127 for certain publishing services, included in the printing fees. Mr. James A. 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 another asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 23 Note C Fund share transactions This listing illustrates the number of Fund shares sold and repurchased during the last two periods, along with the corresponding dollar value. Year ended 10-31-04 Period ended 4-30-05 1 Shares Amount Shares Amount Class A shares Sold 1,967,512 $16,799,745 897,408 $7,855,208 Repurchased (2,857,998) (24,115,884) (1,471,166) (12,940,859) Net decrease (890,486) ($7,316,139) (573,758) ($5,085,651) Class B shares Sold 902,062 $6,933,222 219,309 $1,754,778 Repurchased (2,635,622) (20,261,037) (1,285,946) (10,255,704) Net decrease (1,733,560) ($13,327,815) (1,066,637) ($8,500,926) Class C shares Sold 120,684 $934,329 43,585 $350,838 Repurchased (144,186) (1,101,394) (50,808) (408,521) Net decrease (23,502) ($167,065) (7,223) ($57,683) Class I shares Sold 57,520 $502,107 18,869 $169,802 Repurchased (120,524) (1,040,249) (49,681) (444,789) Net decrease (63,004) ($538,142) (30,812) ($274,987) Net decrease (2,710,552) ($21,349,161) (1,678,430) ($13,919,247) 1 Semiannual period from 11-1-04 through 4-30-05. 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 April 30, 2005, aggregated $28,238,906 and $44,097,433, respectively. The cost of investments owned on April 30, 2005, including short-term investments, for federal income tax purposes, was $146,160,865. Gross unrealized appreciation and depreciation of investments aggregated $18,598,634 and $9,258,291, respectively, resulting in net unrealized appreciation of $9,340,343. 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 11,700,644 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 11,442,183 258,461 Richard P. Chapman, Jr. 11,459,078 241,566 William H. Cunningham 11,441,776 258,868 Ronald R. Dion 11,451,594 249,050 Charles L. Ladner 11,460,509 240,135 Dr. John A. Moore 11,461,587 239,057 Patti McGill Peterson 11,435,141 265,503 Steven R. Pruchansky 11,461,625 239,019 James A. Shepherdson 11,459,267 241,377 25 OUR FAMILY OF FUNDS - -------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Greater China Opportunities 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 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 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 Mid Cap Growth Fund. 390SA 4/05 6/05 JOHN HANCOCK International Fund 4.30.2005 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 four 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 into March and April investors again grew concerned about further spikes in oil prices and rising interest rates. As a result, the first four months of 2005 ended with the major indexes in the red. By the end of April, the Dow Jones Industrial Average had returned -4.81%, the S&P 500 Index returned -4.00%, while the Nasdaq Composite Index fell by 11.67%. Bonds performed slightly better, managing to produce positive results, with the Lehman Brothers Aggregate Bond Index returning 0.87%. 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 ten members -- nine 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 April 30, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks long-term growth of capital by normally investing at least 80% of its assets in stocks of foreign companies. Over the last six months * International stock markets produced strong results, outperforming U.S. equity markets. * The Fund's holdings in Canada, Hong Kong and the Netherlands were major sources of relative strength, primarily due to stock selection. * The Fund's focus on growth stocks was a source of weakness, as value stocks continued to outperform growth stocks. [Bar chart with heading "John Hancock International Fund." Under the heading is a note that reads "Fund performance for the six months ended April 30, 2005." The chart is scaled in increments of 3% with 0% at the bottom and 9% at the top. The first bar represents the 8.03% total return for Class A. The second bar represents the 7.69% total return for Class B. The third bar represents the 7.69% total return for Class C. The fourth bar represents the 8.43% total return for Class I. A note below the chart reads "Total returns for the Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 3.1% Vodafone Group Plc 3.1% Morrison (WM) Supermarkets Plc 2.7% Koninklijke Numico N.V. 2.5% Sanofi-Aventis SA 2.4% Sumitomo Mitsui Financial Group, Inc. 2.4% Esprit Holdings Ltd. 2.4% ENI Spa 2.4% Merck KGaA 2.2% Japan Tobacco, Inc. 2.2% Roche Holding AG As a percentage of net assets on April 30, 2005. 1 BY HORACIO A. VALEIRAS, CFA, FOR THE NICHOLAS-APPLEGATE CAPITAL MANAGEMENT PORTFOLIO MANAGEMENT TEAM MANAGERS' REPORT JOHN HANCOCK International Fund International stock markets turned in a strong performance for the six months ended April 30, 2005. While registering gains during the period, equity prices lacked a clear direction, as both positive and negative factors influenced investor sentiment. The U.S. dollar weakened against a basket of foreign currencies, enhancing international equity performance when translated into dollar terms. In Japan, the world's second-largest economy, equities posted increases but trailed the broad market, as measured by the MSCI All Country World Ex-U.S. Index. Japan's economic recovery stalled in 2004 as exports slowed on softer global demand. Weakness continued into 2005, with retail sales, industrial production and a key measure of business confidence failing to meet expectations. Positive trends in company fundamentals, including rising earnings and strengthening balance sheets, helped drive equity prices higher during the six-month period. "International stock markets turned in a strong performance for the six months ended April 30, 2005." The investment environment was similar in Europe. Continental European economies continued to struggle -- particularly Germany, where the unemployment rate hit a record high of 12%. After rising 3.1% in 2004, economic activity in the United Kingdom slowed in the first quarter of 2005 amid a drop in industrial production. However, European corporate profits were close to a 25-year high as a percentage of GDP, contributing to equity gains in the region and modest outperformance of the MSCI All Country World Ex-U.S. Index. Stocks in emerging markets delivered the best returns, despite a 1.0% increase in short-term U.S. interest rates. Higher U.S. rates have traditionally encouraged capital to flow away from developing nations, putting pressure on their currencies and increasing borrowing costs. However, policy reforms and debt restructuring have made a number of countries -- and companies -- more 2 financially sound than in prior periods of U.S. monetary tightening. In addition, economies in many emerging countries experienced rapid growth, fueled by strong global demand for oil and other commodities. Fund performance explained For the six months ended April 30, 2005, John Hancock International Fund's Class A, Class B, Class C and Class I shares gained 8.03%, 7.69%, 7.69% and 8.43%, respectively, at net asset value. During the same period, the average international multi-cap growth fund rose 7.32%, according to Lipper, Inc.1, and the benchmark MSCI All Country World Ex-U.S. Index advanced 7.63%. 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 holdings in the majority of countries and sectors of investment produced gains, resulting in a strong total return for the six-month period. On a relative basis, the Fund slightly outperformed both its Lipper peer group average and the MSCI All Country World Ex-U.S. Index. The Fund's holdings in Canada, Hong Kong and the Netherlands were major sources of relative strength, primarily due to favorable stock selection. Issue selection among consumer discretionary and telecommunications services stocks also benefited relative results, as did an overweight in health care, a sector which outperformed the broad market. "The Fund's holdings in the majority of countries and sectors of investment produced gains..." In contrast, stock selection in the United Kingdom, France, Switzerland and the materials and financial sectors negatively affected performance versus the index. The fact that value stocks outperformed growth stocks during the period was another source of relative weakness. Consistent with our investment philosophy, the Fund's holdings are concentrated in growth stocks, while the style-neutral MSCI All Country World Ex-U.S. Index includes both growth and value names. Top-performing positions included Esprit Holdings, a Hong Kong specialty retailer that experienced significant gross margin expansion; 3 ASM International, a Dutch semiconductor equipment manufacturer which gained market share and we later sold it; and True Corporation, a Thai telecommunications services provider that benefited from rapid subscriber growth in its cellular subsidiary. Decliners included Actelion, a French biotechnology firm which withdrew a drug from its pipeline, and we sold it; HeidelbergCement, a German building materials manufacturer whose management provided a cautious outlook for 2005; and Italian-Thai Development, a Thailand-based construction company that faced several project-specific issues. [Table at top left-hand side of page entitled "Sector distribution 2." The first listing is Financials - 19%, the second is Consumer discretionary - 15%, the third is Telecommunication services - 13%, the fourth is Consumer staples - 12%, the fifth is Health care - 10%, the sixth is Industrials - 9%, the seventh is Energy - 7%, the eighth is Materials - 6%, the ninth is Information technology - 5% and the tenth is Utilities - 2%.] Fund moves As a result of our stock-by-stock investment decisions, there were some changes to the Fund's country and sector weightings during the period. For example, we reduced holdings in the Asia Pacific region, most notably in Japan and Australia, and increased exposure to developed European countries where we found more promising growth opportunities. Changes in sector weightings included a decrease in the Fund's consumer discretionary, financials and information technology positions and an increase in consumer staples and health care stocks. [Bar chart at middle of page with heading "Top five countries 2." The chart is divided into five sections: Japan 17%, United Kingdom 16%, France 9%, Germany 8% and Switzerland 8%.] The Fund's holdings remained well diversified across countries and sectors as of April 30, 2005, despite these shifts. Compared to the MSCI All Country World Ex-U.S. Index, the Fund was underweight stocks in Latin America and developed European and Asian Pacific countries and overweight companies in emerging Asian nations, particularly China. The Fund was underweight financials, utilities and energy and overweight telecommunications services, consumer staples and consumer discretionary companies. 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 performanceand what's behind the numbers." The first listing is Esprit Holdings followed by an up arrow with the phrase "Significant gross margin expansion." The second listing is True Corporation followed by an up arrow with the phrase "Rapid subscriber growth in cellular subsidiary." The third listing is HeidelbergCement followed by a down arrow with the phrase "Management provides cautious outlook."] Outlook Our outlook for international equities is mixed over the remainder of 2005. Economic data for Japan continues to deteriorate, and growth in continental Europe remains tepid, restrained by weak consumer spending. Recent slowing in the information technology sector has negative implications for technology-dependent markets in emerging Asia, such as Taiwan and South Korea. On the other hand, economic activity is strong in many parts of the world, including India and China. In addition, corporate profits in Japan remain robust, and many European businesses are flush with cash, offering the potential for higher dividend payouts, company stock repurchases and mergers and acquisitions activity. "...we believe companies that can deliver strong earnings growth should once again command a premium valuation relative to others." In this environment, we believe companies that can deliver strong earnings growth should once again command a premium valuation relative to others. Following several years of growth-stock underperformance, the valuation difference between growth and value globally is at its lowest level since the early 1990s. We also believe this kind of environment is ideal for stock selection, particularly for investing in companies where positive change is leading to increased earnings estimates. This commentary reflects the views of the portfolio management team through the end of the Fund's period discussed in this report. The team's statements reflect their own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 2 As a percentage of net assets on 4-30-05. 5 A LOOK AT PERFORMANCE For the period ended April 30, 2005 Class A Class B Class C Class I 1 Inception date 1-3-94 1-3-94 6-1-98 3-1-02 Average annual returns with maximum sales charge (POP) One year 4.49% 4.25% 8.25% 10.82% Five years -8.89 -8.97 -8.62 -- Ten years -0.89 -0.97 -- -- Since inception -- -- -3.97 6.42 Cumulative total returns with maximum sales charge (POP) Six months 2.59 2.69 6.69 8.43 One year 4.49 4.25 8.25 10.82 Five years -37.24 -37.49 -36.30 -- Ten years -8.59 -9.32 -- -- Since inception -- -- -24.42 21.76 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 5%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. Sales charge is not applicable for Class I shares. The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. 1 For certain types of investors as described in the Fund's Class I share prospectus. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in the MSCI All Country World Ex-U.S. Index. [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the MSCI All Country World Ex-U.S. Index and is equal to $13,716 as of April 30, 2005. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock International Fund, before sales charge, and is equal to $9,621 as of April 30, 2005. The third line represents the value of the same hypothetical investment made in the John Hancock International Fund, after sales charge, and is equal to $9,141 as of April 30, 2005.] Class B 1 Class C 1 Class I 2 Period beginning 4-30-95 6-1-98 3-1-02 International Fund $9,068 $7,558 $12,176 Index 13,716 11,383 13,487 Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund's Class B, Class C and Class I shares, respectively, as of April 30, 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. Morgan Stanley Capital International (MSCI) All Country World Ex-U.S. Index is an unmanaged index of freely traded stocks of foreign companies. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 2 For certain types of investors as described in the Fund's Class I share prospectus. 7 YOUR EXPENSES These examples are intended to help you understand your ongoing operating expenses. Understanding fund expenses As a shareholder of the Fund, you incur two types of costs: * Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc. * Ongoing operating expenses including management fees, distribution and service fees (if applicable) and other fund expenses. We are going to present only your ongoing operating expenses here. Actual expenses/actual returns This example is intended to provide information about your fund's actual ongoing operating expenses, and is based on your fund's actual return. It assumes an account value of $1,000.00 on October 31, 2004, with the same investment held until April 30, 2005. Account value Expenses paid $1,000.00 Ending value during period on 10-31-04 on 4-30-05 ended 4-30-05 1 Class A $1,080.30 $10.25 Class B 1,076.90 13.85 Class C 1,076.90 13.85 Class I 1,084.30 6.59 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 April 30, 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 October 31, 2004, with the same investment held until April 30, 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 10-31-04 on 4-30-05 ended 4-30-05 1 Class A $1,014.94 $9.93 Class B 1,011.46 13.41 Class C 1,011.46 13.41 Class I 1,018.47 6.38 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 1.99%, 2.69%, 2.69% and 1.28% for Class A, Class B, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by number of days in most recent fiscal half-year/365 or 366 (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on April 30, 2005 (unaudited) This schedule is divided into three main categories: common stocks, securities-linked warrants and short-term investments. The common stocks and securities-linked warrants are further broken down by country. Short-term investments, which represent the Fund's cash position, are listed last. Issuer Shares Value Common stocks 95.65% $93,214,706 (Cost $86,950,857) Belgium 2.00% 1,948,043 KBC Groupe SA (Diversified Banks) 24,543 1,948,043 Canada 5.62% 5,474,726 Cameco Corp. (Diversified Metals & Mining) 41,900 1,645,016 Canadian Pacific Railway Ltd. (Railroads) 30,400 1,064,648 Precision Drilling Corp. (Oil & Gas Drilling) (I) 16,700 1,205,239 Rogers Communications, Inc. (Broadcasting & Cable TV) 54,000 1,559,823 Cayman Islands 0.82% 800,384 Global Bio-chem Technology Group Co., Ltd. (Biotechnology) 1,222,000 800,384 China 2.48% 2,418,719 China Telecom Corp. Ltd., American Depositary Receipts (ADR) (Integrated Telecommunication Services) 28,900 987,802 PetroChina Co., Ltd. (Integrated Oil & Gas) 2,396,000 1,430,917 Egypt 0.99% 963,172 Orascom Telecom Holdings SAE, Global Depositary Receipts (Integrated Telecommunication Services) (I) 23,492 963,172 France 8.81% 8,589,164 France Telecom SA (Integrated Telecommunication Services) 33,071 975,380 Lagardere SCA (Publishing) 13,416 973,341 Pinault-Printemps-Redoute SA (Department Stores) 18,733 1,850,588 Publicis Groupe (Advertising) 50,661 1,454,386 Sanofi-Aventis SA (Pharmaceuticals) 26,888 2,388,688 Total SA (Integrated Oil & Gas) 4,244 946,781 See notes to financial statements. 10 FINANCIAL STATEMENTS Issuer Shares Value Germany 8.36% $8,141,988 Adidas-Salomon AG (Apparel, Accessories & Luxury Goods) 6,256 977,953 Bayer AG (Diversified Chemicals) 49,761 1,651,600 Bayerische Motoren Werke (BMW) AG (Automobile Manufacturers) 35,591 1,511,503 HeidelbergCement AG (Construction Materials) 12,339 717,603 Hypo Real Estate Holdings AG (Thrifts & Mortgage Finance) 23,471 975,778 Merck KGaA (Pharmaceuticals) 30,206 2,307,551 Greece 2.16% 2,106,087 Coca-Cola Hellenic Bottling Co. S.A. (Soft Drinks) 39,710 1,076,818 Hellenic Telecommunications Organization SA (Intergrated Telecommunication Services) 54,910 1,029,269 Hong Kong 4.03% 3,926,712 Esprit Holdings Ltd. (Apparel Retail) 313,800 2,337,555 Foxconn International Holdings Ltd. (Communications Equipment) (I) 2,650,000 1,589,157 Indonesia 0.90% 876,417 PT Indosat Tbk (ADR) (Integrated Telecommunication Services) 38,900 876,417 Israel 0.85% 824,137 Makhteshim-Agan Industries Ltd. (Diversified Chemicals) 131,584 824,137 Italy 4.05% 3,944,458 ENI Spa (Integrated Oil & Gas) 91,784 2,315,395 Mediobanca SpA (Investment Banking & Brokerage) 98,770 1,629,063 Japan 16.99% 16,560,987 Asahi Glass Co., Ltd. (Building Products) 119,000 1,317,505 Canon, Inc. (Office Electronics) 27,900 1,450,275 Eisai Co., Ltd. (Pharmaceuticals) 30,100 1,002,276 Fuji Photo Film Co., Ltd. (Photographic Products) 30,100 992,318 Japan Tobacco, Inc. (Tobacco) 170 2,187,964 Mitsubishi Estate Co., Ltd. (Real Estate Management & Development) 155,000 1,665,987 Mitsubishi Tokyo Financial Group, Inc. (Diversified Banks) 205 1,770,750 Shin-Etsu Chemcial Co., Ltd. (Specialty Chemicals) 37,600 1,385,355 Sumitomo Mitsui Financial Group, Inc. (Diversified Banks) 364 2,348,005 Tokyo Gas Co., Ltd. (Gas Utilities) 315,000 1,263,933 Toppan Printing Co., Ltd. (Commercial Printing) 108,000 1,176,619 Luxembourg 2.00% 1,950,104 Millicom International Cellular SA (Wireless Telecommunication Services) (I) 48,900 870,909 Stolt Offshore SA (Oil & Gas Equipment & Services) (I) 146,000 1,079,195 See notes to financial statements. 11 FINANCIAL STATEMENTS Issuer Shares Value Netherlands 2.69% $2,617,235 Royal Numico NV (Packaged Foods & Meats) (I) 63,058 2,617,235 Norway 0.93% 910,830 Telenor ASA (Integrated Telecommunication Services) 108,800 910,830 South Korea 1.88% 1,832,509 Daewoo Shipbuilding & Marine Engineering Co., Ltd. (Marine) 46,940 846,554 LG Electronics, Inc. (Consumer Electronics) 14,670 985,955 Spain 3.49% 3,405,573 Banco Bilbao Vizcaya Argentaria SA (Diversified Banks) 106,289 1,651,465 Gestevision Telecinco SA (Broadcasting & Cable TV) 76,401 1,754,108 Switzerland 8.22% 8,005,645 Adecco SA (Employment Services) 31,660 1,537,476 Roche Holding AG (Pharmaceuticals) 17,473 2,122,523 Straumann AG (Health Care Equipment) 4,735 1,025,831 Swiss Life Holding (Life & Health Insurance) (I) 9,832 1,361,418 UBS AG (Diversified Capital Markets) 24,393 1,958,397 Thailand 2.25% 2,196,623 Italian-Thai Development Public Co., Ltd. (Construction & Engineering) 3,224,000 757,371 True Corp. Pcl (Integrated Telecommunication Services) (I) 5,978,200 1,439,252 United Kingdom 16.13% 15,721,193 Allied Domecq Plc (Distillers & Vintners) 76,862 1,009,240 ARM Holdings Plc (Semiconductors) 739,734 1,351,203 Diageo Plc (Distillers & Vintners) 121,696 1,805,760 easyJet Plc (Airlines) (I) 191,390 802,037 Man Group Plc (Asset Management & Custody Banks) 72,272 1,684,712 Morrison (Wm) Supermarkets Plc (Food Retail) 808,144 3,011,140 Premier Farnell Plc (Technology Distributors) 300,955 852,131 Royal Bank of Scotland Group Plc (Diversified Banks) 56,667 1,713,027 Taylor Woodrow Plc (Homebuilding) 85,977 472,368 Vodafone Group Plc (Wireless Telecommunication Services) 1,153,696 3,019,575 See notes to financial statements. 12 FINANCIAL STATEMENTS Issuer Shares Value Securities-linked warrants 2.03% $1,973,844 (Cost $2,045,563) Taiwan 2.03% 1,973,844 Far Eastone Telecommunications Co., Ltd. (Wireless Telecommunication Services) (B)(I)(R) 1,610,000 1,973,844 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 2.31% $2,254,000 (Cost $2,254,000) Joint Repurchase Agreement 2.31% 2,254,000 Investment in a joint repurchase agreement transaction with Bank of America Corp. -- Dated 04-29-05 due 05-02-05 (secured by U.S. Treasury STRIPS due 11-15-10 thru 08-15-25) 2.85% $2,254 2,254,000 Total investments 99.99% $97,442,550 Other assets and liabilities, net 0.01% $8,006 Total net assets 100.00% $97,450,556 (B) This security is fair valued in good faith under procedures established by the Board of Trustees. (I) Non-income-producing security. (R) Equity-linked warrant. 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 April 30, 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 $91,250,420) $97,442,550 Cash 630 Foreign cash, at value (cost $6,330) 6,886 Receivable for investments sold 961,850 Receivable for shares sold 23,094 Dividends and interest receivable 296,010 Other assets 13,636 Total assets 98,744,656 Liabilities Payable for investments purchased 1,028,724 Payable for shares repurchased 107,863 Payable to affiliates Management fees 80,707 Distribution and service fees 7,226 Other 26,005 Other payables and accrued expenses 43,575 Total liabilities 1,294,100 Net assets Capital paid-in 152,708,721 Accumulated net realized loss on investments and foreign currency transactions (61,094,808) Net unrealized appreciation of investments and translation of assets and liabilities in foreign currencies 6,196,287 Accumulated net investment loss (359,644) Net assets $97,450,556 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 ($68,487,071 [DIV] 9,514,481 shares) $7.20 Class B ($24,156,141 [DIV] 3,629,475 shares) $6.66 Class C ($3,547,857 [DIV] 532,867 shares) $6.66 Class I ($1,259,487 [DIV] 170,270 shares) $7.40 Maximum offering price per share Class A 1 ($7.20 [DIV] 95%) $7.58 1 On single retail sales of less than $50,000. On sales of $50,000 or more and on group sales the offering price is reduced. See notes to financial statements. 14 FINANCIAL STATEMENTS OPERATIONS For the period ended April 30, 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 Dividends (including $12,985 received from affiliated issuers and net of foreign withholding taxes of $57,310) $652,714 Interest 14,939 Total investment income 667,653 Expenses Investment management fees 442,448 Class A distribution and service fees 101,098 Class B distribution and service fees 128,312 Class C distribution and service fees 20,382 Class A, B and C transfer agent fees 248,148 Class I transfer agent fees 313 Custodian fees 62,937 Printing 31,153 Registration and filing fees 21,898 Professional fees 19,791 Accounting and legal services fees 12,299 Miscellaneous 9,249 Interest 2,159 Trustees' fees 1,472 Total expenses 1,101,659 Less expense reductions (24,098) Net expenses 1,077,561 Net investment loss (409,908) Realized and unrealized gain (loss) Net realized gain (loss) on Investments (including $339,764 net realized gain on sales of investments in affiliated issuers) 11,058,006 Foreign currency transactions (500,043) Change in net unrealized appreciation (depreciation) of Investments (2,863,367) Translation of assets and liabilities in foreign currencies 65,755 Net realized and unrealized gain 7,760,351 Increase in net assets from operations $7,350,443 1 Semiannual period from 11-1-04 through 4-30-05. 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 10-31-04 4-30-05 1 Increase (decrease) in net assets From operations Net investment loss ($492,570) ($409,908) Net realized gain 16,578,291 10,557,963 Change in net unrealized appreciation (depreciation) (8,094,661) (2,797,612) Increase in net assets resulting from operations 7,991,060 7,350,443 Distributions to shareholders From net realized gain Class A -- (1,112,572) Class B -- (483,477) Class C -- (70,732) Class I -- (22,383) -- (1,689,164) From Fund share transactions (10,403,583) (2,661,825) Net assets Beginning of period 96,863,625 94,451,102 End of period 2 $94,451,102 $97,450,556 1 Semiannual period from 11-1-04 through 4-30-05. Unaudited. 2 Includes accumulated net investment income (loss) of $50,264 and ($359,644), 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 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $10.95 $9.45 $6.18 $5.10 $6.21 $6.78 Net investment loss 2 (0.04) (0.05) (0.04) (0.04) (0.02) (0.02) Net realized and unrealized gain (loss) on investments (1.01) (3.22) (1.04) 1.15 0.59 0.56 Total from investment operations (1.05) (3.27) (1.08) 1.11 0.57 0.54 Less distributions From net realized gain (0.45) -- -- -- -- (0.12) Net asset value, end of period $9.45 $6.18 $5.10 $6.21 $6.78 $7.20 Total return 3,4 (%) (10.15) (34.60) (17.48) 21.76 9.18 8.03 5 Ratios and supplemental data Net assets, end of period (in millions) $15 $8 $6 $62 $64 $68 Ratio of expenses to average net assets (%) 1.88 2.23 2.38 2.45 2.04 1.99 6 Ratio of adjusted expenses to average net assets 7 (%) 3.44 3.83 4.43 3.00 2.07 2.04 6 Ratio of net investment loss to average net assets (%) (0.43) (0.65) (0.68) (0.63) (0.27) (0.62) 6 Portfolio turnover (%) 163 278 228 8 216 8 201 100 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $10.55 $9.04 $5.86 $4.81 $5.81 $6.30 Net investment loss 2 (0.12) (0.10) (0.08) (0.07) (0.06) (0.05) Net realized and unrealized gain (loss) on investments (0.94) (3.08) (0.97) 1.07 0.55 0.53 Total from investment operations (1.06) (3.18) (1.05) 1.00 0.49 0.48 Less distributions From net realized gain (0.45) -- -- -- -- (0.12) Net asset value, end of period $9.04 $5.86 $4.81 $5.81 $6.30 $6.66 Total return 3,4 (%) (10.65) (35.18) (17.92) 20.79 8.43 7.69 5 Ratios and supplemental data Net assets, end of period (in millions) $12 $6 $5 $30 $26 $24 Ratio of expenses to average net assets (%) 2.57 2.93 3.08 3.15 2.74 2.69 6 Ratio of adjusted expenses to average net assets 7 (%) 4.13 4.53 5.13 3.70 2.77 2.74 6 Ratio of net investment loss to average net assets (%) (1.13) (1.34) (1.38) (1.28) (0.98) (1.35) 6 Portfolio turnover (%) 163 278 228 8 216 8 201 100 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 10-31-00 10-31-01 10-31-02 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $10.57 $9.05 $5.87 $4.81 $5.81 $6.30 Net investment loss 2 (0.11) (0.10) (0.08) (0.06) (0.06) (0.05) Net realized and unrealized gain (loss) on investments (0.96) (3.08) (0.98) 1.06 0.55 0.53 Total from investment operations (1.07) (3.18) (1.06) 1.00 0.49 0.48 Less distributions From net realized gain (0.45) -- -- -- -- (0.12) Net asset value, end of period $9.05 $5.87 $4.81 $5.81 $6.30 $6.66 Total return 3,4 (%) (10.72) (35.14) (18.06) 20.79 8.43 7.69 5 Ratios and supplemental data Net assets, end of period (in millions) $1 $1 $1 $3 $4 $4 Ratio of expenses to average net assets (%) 2.57 2.93 3.08 3.15 2.73 2.69 6 Ratio of adjusted expenses to average net assets 7 (%) 4.13 4.53 5.13 3.70 2.76 2.74 6 Ratio of net investment loss to average net assets (%) (1.07) (1.35) (1.38) (1.11) (0.96) (1.37) 6 Portfolio turnover (%) 163 278 228 8 216 8 201 100 See notes to financial statements. 19 FINANCIAL HIGHLIGHTS CLASS I SHARES Period ended 10-31-02 9 10-31-03 10-31-04 4-30-05 1 Per share operating performance Net asset value, beginning of period $6.18 $5.12 $6.30 $6.94 Net investment income (loss) 2 (0.01) 0.03 0.04 -- 10 Net realized and unrealized gain (loss) on investments (1.05) 1.15 0.60 0.58 Total from investment operations (1.06) 1.18 0.64 0.58 Less distributions From net realized gain -- -- -- (0.12) Net asset value, end of period $5.12 $6.30 $6.94 $7.40 Total return 3 (%) (17.15) 4,5 23.05 4 10.16 8.43 5 Ratios and supplemental data Net assets, end of period (in millions) $1 $1 $1 $1 Ratio of expenses to average net assets (%) 2.04 6 1.60 1.17 1.28 6 Ratio of adjusted expenses to average net assets 7 (%) 4.09 6 2.15 -- -- Ratio of net investment income (loss) to average net assets (%) (0.34) 6 0.58 0.60 0.09 6 Portfolio turnover (%) 228 8 216 8 201 100 1 Semiannual period from 11-1-04 through 4-30-05. Unaudited. 2 Based on the average of the shares outstanding. 3 Assumes dividend reinvestment and does not reflect the effect of sales charges. 4 Total returns would have been lower had certain expenses not been reduced during the periods shown. 5 Not annualized. 6 Annualized. 7 Does not take into consideration expense reductions during the periods shown. 8 Excludes merger activity. 9 Class I shares began operations on 3-1-02. 10 Less than $0.01 per share. See notes to financial statements. 20 NOTES TO STATEMENTS Unaudited Note A Accounting policies John Hancock International Fund (the "Fund") is a diversified series of John Hancock Investment Trust III, an open-end management investment company registered under the Investment Company Act of 1940. The investment objective of the Fund is to achieve long-term growth of capital. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B, Class C and Class I shares. The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission and the Internal Revenue Service. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the close of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less may be valued at amortized cost, which approximates market value. All portfolio transactions initially expressed in terms of foreign currencies have been translated into U.S. dollars as described in "Foreign currency translation" below. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. 21 Foreign currency translation All assets or liabilities initially expressed in terms of foreign currencies are translated into U.S. dollars based on London currency exchange quotations as of 4:00 P.M., London time, on the date of any determination of the net asset value of the Fund. Transactions affecting statement of operations accounts and net realized gain (loss) on investments are translated at the rates prevailing at the dates of the transactions. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign currency exchange gains or losses arise from sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency exchange gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Capital gains realized on some foreign securities are subject to foreign taxes, which are accrued as applicable. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, and transfer agent fees for Class I shares are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate, with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the period ended April 30, 2005. Securities-linked warrants The Fund may buy and sell securities-linked warrants. The Fund purchases the equity-linked and credit-linked warrants from a broker, who in turn purchases the underlying securities in the local market and issues a call warrant hedged on the underlying holding. If the Fund exercises its call and closes its position, the underlying securities are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock or unit of fixed income security, 22 therefore the price, performance and liquidity of the warrant are all directly linked to the underlying investments. The warrants can be redeemed for 100% of the value of the underlying securities, less transaction costs. Securities-linked warrants are subject to risks related to the counterparty's ability to perform under the contract, and to the market risk of the underlying holding. The Fund may also suffer losses if it is unable to sell outstanding securities-linked warrants or reduce its exposure through offsetting transactions. Forward foreign currency exchange contracts The Fund may enter into forward foreign currency exchange contracts as a hedge against the effect of fluctuations in currency exchange rates. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date at a set price. The aggregate principal amounts of the contracts are marked to market daily at the applicable foreign currency exchange rates. Any resulting unrealized gains and losses are included in the determination of the Fund's daily net asset value. The Fund records realized gains and losses at the time the forward foreign currency exchange contracts are closed out. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of the contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. These contracts involve market or credit risk in excess of the unrealized gain or loss reflected in the Fund's Statement of Assets and Liabilities. The Fund may also purchase and sell forward contracts to facilitate the settlement of foreign currency denominated portfolio transactions, under which it intends to take delivery of the foreign currency. Such contracts normally involve no market risk if they are offset by the currency amount of the underlying transactions. The Fund had no open forward foreign currency exchange contracts on April 30, 2005. Federal income taxes The Fund qualifies as a "regulated investment company" by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the Fund has $71,426,399 of a capital loss carryforward available, to the extent provided by regulations, to offset future net realized capital gains. To the extent that such carryforward is used by the Fund, no capital gain distributions will be made. The loss carryforward expires as follows: October 31, 2005 -- $99,966, October 31, 2006 -- $1,234,369, October 31, 2007 -- $442,948, October 31, 2008 -- $51,797,156, October 31, 2009 -- $13,925,126 and October 31, 2010 -- $3,926,834. Availability of a certain amount of the carryforwards, which were acquired in a merger on June 7, 2002, May 9, 2003 and on September 26, 2003, may be limited in a given year. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class. 23 Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.90% of the first $100,000,000 of the Fund's average daily net asset value, (b) 0.80% of the next $200,000,000, (c) 0.75% of the next $200,000,000 and (d) 0.625% of the Fund's average daily net asset value in excess of $500,000,000. The Adviser has a subadvisory agreement with Nicholas-Applegate Capital Management LP. The Fund is not responsible for payment of the subadvisory fees. The Adviser has agreed to limit the Fund's total expenses, excluding the distribution and service fees and transfer agent fees, to 1.27% of the Fund's average daily net asset value, on an annual basis, at least until February 28, 2006. There were no expense reductions related to this total expense limitation for the period ended April 30, 2005. The Adviser reserves the right to terminate this limitation in the future. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of the National Association of Securities Dealers. Under the Conduct Rules, curtailment of a portion of the Fund's 12b-1 payments could occur under certain circumstances. Class A shares are assessed up-front sales charges. During the period ended April 30, 2005, JH Funds received net up-front sales charges of $36,561 with regard to sales of Class A shares. Of this amount, $5,342 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $22,436 was paid as sales commissions to unrelated broker-dealers and $8,783 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 24 rate of 1.00% of the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from the CDSCs are paid to JH Funds and are used, in whole or in part, to defray its expenses for providing distribution-related services to the Fund in connection with the sale of Class B and Class C shares. During the period ended April 30, 2005, CDSCs received by JH Funds amounted to $27,559 for Class B shares and $5,062 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. For Class A, Class B and Class C shares, the Fund pays a monthly transfer agent fee at an annual rate of 0.05% of each class's average daily net asset value, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. For Class I shares the Fund pays a monthly transfer agent fee at a total annual rate of 0.05% of Class I average daily net asset value. Signature Services agreed to limit Class A, Class B and Class C shares transfer agent fees to 0.78% of each class's average daily net asset value, at least until February 28, 2006. There were no transfer agent fee reductions under this limitation during the period ended April 30, 2005. Signature Services also agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. Accordingly, the transfer agent expense for Class A, Class B and Class C shares was reduced by $24,098 for the period ended April 30, 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 $12,299. The Fund also paid the Adviser the amount of $114 for certain publishing services, included in the printing fees. Mr. James A. 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. 25 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 10-31-04 Period ended 4-30-05 1 Shares Amount Shares Amount Class A shares Sold 1,973,699 $13,194,450 1,076,117 $7,900,849 Reinvested -- -- 153,373 1,067,479 Repurchased (2,637,147) (17,370,134) (1,111,414) (8,050,344) Net increase (decrease) (663,448) ($4,175,684) 118,076 $917,984 Class B shares Sold 1,369,403 $8,533,931 469,356 $3,214,128 Reinvested -- -- 71,179 459,815 Repurchased (2,491,843) (15,289,617) (985,842) (6,651,183) Net decrease (1,122,440) ($6,755,686) (445,307) ($2,977,240) Class C shares Sold 317,706 $1,985,539 157,003 $994,350 Reinvested -- -- 491 69,404 Repurchased (254,252) (1,557,702) (229,215) (1,555,107) Net increase (decrease) 63,454 $427,837 (71,721) ($491,353) Class I shares Sold 42,406 $290,627 30,937 $233,048 Reinvested -- -- 3,135 22,383 Repurchased (28,340) (190,677) (49,545) (366,647) Net increase (decrease) 14,066 $99,950 (15,473) ($111,216) Net decrease (1,708,368) ($10,403,583) (414,425) ($2,661,825) 1 Semiannual period from 11-1-04 through 4-30-05. 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 April 30, 2005, aggregated $97,102,565 and $102,067,104, respectively. The cost of investments owned on April 30, 2005, including short-term investments, for federal income tax purposes, was $91,341,041. Gross unrealized appreciation and depreciation of investments aggregated $8,857,796 and $2,756,287, respectively, resulting in net unrealized appreciation of $6,101,509. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the tax deferral of losses on certain sales of securities. 26 Note E Transactions in securities of affiliated issuers Affiliated issuers, as defined by the Investment Company Act of 1940, are those in which the Fund's holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. A summary of the Fund's transactions in the securities of these issuers during the period ended April 30, 2005 is set forth below. Beginning Ending share share Realized Dividend Ending Affiliate amount amount gain income value Asustek Computer, Inc. GDR 144A: bought none; sold 469,260 469,260 -- $339,764 $12,985 -- Note F 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 10,166,622 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 9,776,216 390,406 Richard P. Chapman, Jr. 9,796,179 370,443 William H. Cunningham 9,763,608 403,014 Ronald R. Dion 9,778,953 387,669 Charles L. Ladner 9,790,396 376,226 Dr. John A. Moore 9,796,412 370,210 Patti McGill Peterson 9,758,408 408,214 Steven R. Pruchansky 9,795,461 371,161 James A. Shepherdson 9,800,075 366,547 27 OUR FAMILY OF FUNDS - --------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Greater China Opportunities 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 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. 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 William H. King Vice President and Treasurer Investment adviser John Hancock Advisers, LLC 101 Huntington Avenue Boston, MA 02199-7603 Sub-Investment adviser Nicholas-Applegate Capital Management, LLC 600 West Broadway San Diego, CA 92101 Principal distributor John Hancock Funds, LLC 101 Huntington Avenue Boston, MA 02199-7603 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 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 International Fund. 400SA 4/05 6/05 ITEM 2. CODE OF ETHICS. As of the end of the period, April 30, 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 at this time. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds - 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) Code of Ethics for Senior Financial Officers is attached. (a)(2) 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) 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. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. John Hancock Investment Trust III By: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: June 30, 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: June 30, 2005 By: ------------------------------ William H. King Vice President and Treasurer Date: June 30, 2005