UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-5079 John Hancock Tax-Exempt Series Fund (Exact name of registrant as specified in charter) 601 Congress Street, Boston, Massachusetts 02210 (Address of principal executive offices) (Zip code) Alfred E. Ouellette Senior Attorney & Assistant Secretary 601 Congress Street Boston, Massachusetts 02210 (Name and address of agent for service) Registrant's telephone number, including area code: 617-663-4324 Date of fiscal year end: August 31 Date of reporting period: August 31, 2005 ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Massachusetts Tax-Free Income Fund 8.31.2005 Annual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of Keith F. Hartstein, President and 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 Trustees & officers page 31 For more information page 37 To Our Shareholders, I am pleased to be writing to you as the new President and Chief Executive Officer of John Hancock Funds, LLC, following the departure of James A. Shepherdson to pursue other opportunities. In addition, on July 25, 2005, your fund's Board of Trustees appointed me to the roles of President and Chief Executive Officer of your fund. As a means of introduction, I have been involved in the mutual fund industry since 1985. I have been with John Hancock Funds for the last 15 years, most recently as executive vice president of retail sales and marketing and a member of the company's executive and investment committees. In my former capacity, I was responsible for all aspects of the distribution and marketing of John Hancock Funds' open-end and closed-end funds. Outside of John Hancock, I have served as Chairman of the Investment Company Institute (ICI) Sales Force Marketing Committee since September 2003. It is an exciting time to be at John Hancock Funds, and I am grateful for the opportunity to lead and shape its future growth. With the acquisition of John Hancock by Manulife Financial Corporation in April 2004, we are receiving broad support toward the goal of providing our shareholders with excellent investment opportunities and a more complete lineup of choices for the discerning investor. As you may have read, John Hancock recently entered into an agreement with GMO, a Boston-based institutional money manager, to acquire eight of its mutual funds. In addition, we are in the process of adding five "Lifestyle Portfolio" funds-of-funds that blend multiple fund offerings from internal and external money managers to create a broadly diversified asset allocation portfolio. Look for more information about these exciting additions to the John Hancock family of funds in the near future. Although there has been a change in executive-level management, rest assured that the one thing that never wavers is John Hancock Funds' commitment to placing the needs of shareholders above all else. We are all dedicated to the task of working with you and your financial advisors to help you reach your long-term financial goals. Sincerely, /S/ KEITH F. HARTSTEIN Keith F. Hartstein, President and Chief Executive Officer This commentary reflects the CEO's views as of August 31, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks a high level of current income, consistent with preservation of capital, that is exempt from federal and Massachusetts personal income taxes. In pursuing this goal, the Fund normally invests at least 80% of its assets in securities of any maturity exempt from federal and Massachusetts personal income taxes. Over the last twelve months * Municipal bonds rallied, outpacing the broad taxable bond market. * The Fund's performance was due to favorable security selection and greater interest rate sensitivity. * Top-performing sectors included economic development and health care bonds. [Bar chart with heading "John Hancock Massachusetts Tax-Free Income Fund." Under the heading is a note that reads "Fund performance for the year ended August 31, 2005." The chart is scaled in increments of 4% with 0% at the bottom and 8% at the top. The first bar represents the 5.21% total return for Class A. The second bar represents the 4.48% total return for Class B. The third bar represents the 4.48% total return for Class C. A note below the chart reads "Total returns for Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 4.3% Massachusetts Turnpike Auth, 1-1-23, 5.125% 3.4% Holyoke Gas and Electric Department, 12-1-31, 5.000% 3.3% Route 3 North Transit Improvement Assoc, 6-15-29, 5.375% 3.1% Massachusetts Development Finance Agency, 11-1-28, 5.450% 2.8% Massachusetts Industrial Finance Agency, 12-1-20, 6.750% 2.7% Massachusetts Water Pollution Abatement Trust, 8-1-18, 5.250% 2.4% Puerto Rico Aqueduct and Sewer Auth, 7-1-11, 9.120% 2.3% Massachusetts Health and Educational Facilities Auth, 12-15-31, 9.200% 2.3% Massachusetts, Commonwealth of, 12-1-24, 5.500% 2.3% Puerto Rico, Commonwealth of, 7-1-18, 5.500% As a percentage of net assets on August 31, 2005. 1 BY DIANNE SALES, CFA, AND BARRY EVANS, CFA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK Massachusetts Tax-Free Income Fund Municipal bonds continued to perform well during the year ended August 31, 2005, outpacing the broad taxable bond market. The Lehman Brothers Municipal Bond Index returned 5.31% for the 12-month period, while the broad Lehman Brothers U.S. Aggregate Bond Index returned 4.15%. The U.S. economy grew at a solid rate over the past year, reflecting resilient consumer spending, increasing capital expenditures and improving job growth. In view of this steady growth, the Federal Reserve raised short-term interest rates eight times during the 12-month period, increasing its federal funds rate target from 1.5% to 3.5%. Short-term bond yields rose in concert with the Fed rate hikes, but longer-term yields remained relatively low. Despite a dramatic swing in oil prices, long-term bond investors grew confident that the Fed's measured approach would keep inflation in check. "Municipal bonds continued to perform well during the year ended August 31, 2005, outpacing the broad taxable bond market." Lower-rated municipal bonds outperformed higher-quality issues during the one-year period. A combination of strong demand from yield-hungry investors, improving credit quality and a declining supply of lower-grade bonds contributed to their outperformance. As a result, the gap between the yields of high-quality and lower-quality bonds compressed significantly during the 12-month period. Financial conditions in the state of Massachusetts remained strong during the period. The state continued to produce a budget surplus and make further progress on rebuilding its reserve funds, which resulted in a credit-rating upgrade from two of the three major rating agencies. A healthy economy boosted sales and income tax revenues, and local property tax revenues also remained strong. In addition, the state reduced its interest costs by 2 refinancing some of its higher-yielding debt. An increase in debt issuance by the state over the past year was primarily used to finance government debt restructurings, such as creating a new funding mechanism for the Massachusetts Bay Transportation Authority that gives the MBTA greater independence while removing the state's need to back MBTA debt payments. [Photos of Dianne Sales and Barry Evans flush right next to first paragraph.] Fund performance For the year ended August 31, 2005, John Hancock Massachusetts Tax-Free Income Fund's Class A, Class B and Class C shares posted total returns of 5.21%, 4.48% and 4.48%, respectively, at net asset value. By comparison, the average Massachusetts municipal debt fund returned 4.54%, according to Lipper Inc.1 and the Lehman Brothers Municipal Bond Index returned 5.31%. 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 key to the Fund's performance was our continued emphasis on yield and individual security selection. Diligent credit research enabled us to identify attractively valued securities with above-average yields and strong total-return prospects. Greater interest rate sensitivity also proved valuable as longer-term bonds rallied during the period. Lower-grade bonds outperformed Reflecting the trend in the broader municipal market, the portfolio's lower-grade credits posted the best results. The top performers included the portfolio's industrial development and pollution control bonds, which are tied to corporate projects. They benefited as the robust economic environment helped strengthen corporate balance sheets and improve credit quality. "Reflecting the trend in the broader municipal market, the portfolio's lower-grade credits posted the best results." Other lower-rated bonds that performed well during the one-year period included non-profits and other dedicated revenue bonds. 3 Health care bonds rallied Many of the lower-quality bonds in the Massachusetts municipal market come from the health care sector, and this portion of the portfolio also produced solid gains during the period. In particular, bonds financing assisted-living facilities were among the best-performing health care holdings in the portfolio. However, we have been cautiously selective in the health care segment of the market because health and human services funding is a frequent target when budgets grow tight. We have focused on health care securities that are well positioned to withstand any state funding cuts. [Table at top left-hand side of page entitled "Sector Distribution2." The first listing is Revenue bonds - Other 22%, the second is Revenue bonds - Transportation 17%, the third General obligation 15%, the fourth Revenue bonds - Education 13%, the fifth Revenue bonds - Health 13%, the sixth Revenue bonds - Electric 4%, the seventh Revenue bonds - Industrial development 4%, the eighth Revenue bonds - Pollution 4%, the ninth Revenue bonds - Water & sewer 3%, the tenth Revenue bonds - Economic development 1%, the eleventh Revenue bonds - Resource recovery 1%, the twelfth Revenue bonds - Correctional facility 1%, the thirteenth Revenue bonds - Public facility 1%, and the fourteenth Revenue bonds - Housing 1%.] Essential-purpose and sales-tax bonds lagged With lower-rated and longer-term bonds providing the best results during the one-year period, the laggards tended to be higher-quality bonds with stable revenue streams that did not benefit as much from the general improvement in credit quality. A typical example was essential-purpose bonds, which are backed by revenues from basic services like water and sewer. Sales-tax revenue bonds also posted modest results over the past 12 months. A significant increase in the supply of sales-tax bonds, along with their high credit quality, muted the gains in this sector of the Massachusetts municipal market. [Pie chart at middle of page with heading "Portfolio diversification2." The chart is divided into three sections (from top to left): Revenue bonds 84%, General obligation bonds 15% and Short-term investments & other 1%.] Outlook The aftereffects of Hurricane Katrina are likely to dampen economic growth in the coming months, which could lead the Fed to slow the pace of its rate hikes. However, we would also expect a 4 slower economy to restrain overall inflation, despite potential increases in the prices of oil and other commodities. These are all factors that bode well for the bond market. [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Period's performance...and what's behind the numbers." The first listing is Lower-quality bonds followed by an up arrow with the phrase "Boosted by improving credit quality and increased demand." The second listing is Corporate-related bonds followed by an up arrow with the phrase "Benefited from robust economy and improving corporate balance sheets." The third listing is Shorter-term bonds followed by a down arrow with the phrase "Declined as the Fed raised short-term interest rates."] Municipal bonds are attractively valued relative to other segments of the bond market. As of August 31, 2005, the yield on a 30-year, AAA-rated general obligation bond was 99% of the yield on a Treasury bond of comparable maturity. This relative yield relationship provides strong value for the tax-exempt investor and could sustain the healthy demand for municipal securities by attracting non-traditional investors to the municipal market. "Municipal bonds are attractively valued relative to other segments of the bond market." This commentary reflects the views of the portfolio managers through the end of the Fund's period discussed in this report. The managers' statements reflect their own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 2 As a percentage of net assets on August 31, 2005. 5 A LOOK AT PERFORMANCE For the period ended August 31, 2005 Class A Class B Class C Inception date 9-3-87 10-3-96 4-1-99 Average annual returns with maximum sales charge (POP) One year 0.48% -0.52% 3.48% Five years 5.45 5.37 5.69 Ten years 5.55 -- -- Since inception -- 5.35 4.60 Cumulative total returns with maximum sales charge (POP) One year 0.48 -0.52 3.48 Five years 30.41 29.91 31.91 Ten years 71.64 -- -- Since inception -- 59.05 33.42 SEC 30-day yield as of August 31, 2005 3.69 3.17 3.17 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 4.50%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please note that a portion of the Fund's income may be subject to taxes, and some investors may be subject to the Alternative Minimum Tax (AMT). Also note that capital gains are taxable. The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in the Lehman Brothers Municipal Bond Index. Lehman Brothers Cum Value Cum Value Municipal of $10K of $10K Bond Plot Date (No Load) (W/Load) Index 8-31-95 $10,000 $9,500 $10,000 9-30-95 10,071 9,621 10,063 2-29-96 10,475 10,007 10,487 8-31-96 10,479 10,011 10,524 2-28-97 11,070 10,576 11,064 8-31-97 11,512 10,997 11,497 2-28-98 12,136 11,594 12,076 8-31-98 12,620 12,056 12,491 2-28-99 12,875 12,300 12,818 8-31-99 12,508 11,949 12,563 2-29-00 12,366 11,814 12,533 8-31-00 13,154 12,567 13,399 2-28-01 13,859 13,240 14,100 8-31-01 14,528 13,879 14,770 2-28-02 14,670 14,015 15,064 8-31-02 15,333 14,648 15,692 2-28-03 15,882 15,172 16,219 8-31-03 15,881 15,171 16,184 2-29-04 17,028 16,268 17,240 8-31-04 17,079 16,316 17,335 2-28-05 17,492 16,710 17,750 8-31-05 17,967 17,164 18,255 [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the Lehman Brothers Municipal Bond Index and is equal to $18,255 as of August 31, 2005. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock Massachusetts Tax-Free Income Fund, without sales charge (NAV), and is equal to $17,967 as of August 31, 2005. The third line represents the value of the same hypothetical investment made in the John Hancock Massachusetts Tax-Free Income Fund, with sales charge (POP), and is equal to $17,164 as of August 31, 2005.] Class B 1 Class C 1 Period beginning 10-3-96 4-1-99 Massachusetts Tax-Free Income Fund $15,905 $13,342 Index 17,108 14,222 Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund's Class B and Class C shares, respectively, as of August 31, 2005. The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes. Lehman Brothers Municipal Bond Index is an unmanaged index that includes municipal bonds and is commonly used as a measure of bond performance. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 7 YOUR EXPENSES These examples are intended to help you understand your ongoing operating expenses. Understanding fund expenses As a shareholder of the Fund, you incur two types of costs: * Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc. * Ongoing operating expenses including management fees, distribution and service fees (if applicable) and other fund expenses. We are going to present only your ongoing operating expenses here. Actual expenses/actual returns This example is intended to provide information about your fund's actual ongoing operating expenses, and is based on your fund's actual return. It assumes an account value of $1,000.00 on February 28, 2005, with the same investment held until August 31, 2005. Account value Expenses paid $1,000.00 Ending value during period on 2-28-05 on 8-31-05 ended 8-31-05 1 Class A $1,027.30 $5.47 Class B 1,023.70 9.01 Class C 1,023.70 9.01 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 August 31, 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 February 28, 2005, with the same investment held until August 31, 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 2-28-05 on 8-31-05 ended 8-31-05 1 Class A $1,019.80 $5.45 Class B 1,016.30 8.97 Class C 1,016.30 8.97 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 1.07%, 1.77% and 1.77% for Class A, Class B and Class C, respectively, multiplied by the average account value over the period, multiplied by number of days in most recent fiscal half-year/365 or 366 (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on August 31, 2005 This schedule is divided into two main categories: tax-exempt long-term bonds and short-term investments. Tax-exempt long-term bonds are broken down by state or territory. Under each state or territory is a list of securities owned by the Fund. Short-term investments, which represent the Fund's cash position, are listed last. Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Tax-exempt long-term bonds 99.45% $103,954,248 (Cost $95,932,992) Florida 0.53% 550,280 Capital Trust Agency, Rev Seminole Tribe Convention Ser 2002A (G) 10.000% 10-01-33 BB $500 550,280 Massachusetts 89.14% 93,179,829 Boston City Industrial Development Financing Auth, Rev Ref Swr Facil Harbor Electric Energy Co Proj 7.375 05-15-15 BBB 225 225,711 Boston Water and Sewer Commission, Rev Ref Sr Ser 1992A 5.750 11-01-13 AA 500 560,410 Freetown Lakeville Regional School District, Gen Oblig Unltd 5.000 07-01-23 AAA 1,000 1,080,380 Holyoke Gas and Electric Department, Rev Ser 2001A 5.000 12-01-31 Aaa 3,410 3,587,490 Massachusetts Bay Transportation Auth, Rev Preref Spec Assessment Ser 2000A 5.250 07-01-30 AAA 780 853,242 Rev Ref Ser 1994A 7.000 03-01-14 AA 1,000 1,220,360 Rev Ref Spec Assessment Ser 2005A (N) 5.000 07-01-21 AAA 1,000 1,088,220 Rev Ser 1997D 5.000 03-01-27 AAA 1,000 1,040,140 Rev Spec Assessment Ser 2004A 5.000 07-01-34 AAA 1,000 1,061,510 Rev Unref Bal Spec Assessment Ser 2000A 5.250 07-01-30 AAA 220 235,961 Massachusetts College Building Auth, Rev Ref Cap Apprec Ser 2003B Zero 05-01-19 AAA 1,000 559,090 Massachusetts Development Finance Agency, Rev Belmont Hill School 5.000 09-01-31 A 1,000 1,044,960 Rev Boston Univ Ser 2002R-2 (P) 2.240 10-01-42 AAA 970 970,000 Rev Boston Univ Ser 2002R-4 (P) 2.240 10-01-42 AAA 400 400,000 Rev Boston Univ Ser 2005T-1 5.000 10-01-35 AAA 500 532,590 Rev Curry College Ser 2005A 4.500 03-01-25 A 1,000 972,160 See notes to financial statements. 10 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Massachusetts (continued) Massachusetts Development Rev Plantation Apts Hsg Prog Ser 2004A 5.000% 12-15-24 AAA $2,320 $2,343,873 Rev Ref Combined Jewish Philanthropies Ser 2002A 5.250 02-01-22 Aa3 1,875 2,050,500 Rev Ref Resource Recovery Southeastern MA Sys Ser 2001A 5.625 01-01-16 AAA 500 552,470 Rev Resource Recovery Ogden Haverhill Proj Ser 1998B 5.500 12-01-19 BBB 1,500 1,537,185 Rev Volunteers of America Concord Ser 2000A 6.900 10-20-41 AAA 1,000 1,129,240 Rev YMCA Greater Boston Iss (G) 5.450 11-01-28 AA 3,000 3,249,510 Rev YMCA Greater Boston Iss (G) 5.350 11-01-19 AA 1,000 1,080,180 Massachusetts Health and Educational Facilities Auth, Rev Civic Investments Inc Ser 2002B (G) 9.200 12-15-31 BB 2,000 2,432,840 Rev Dana Farber Cancer Proj Ser 1995G 6.250 12-01-22 A 500 514,225 Rev Harvard Univ Iss Ser 2000W 6.000 07-01-35 Aaa 1,000 1,136,850 Rev Jordan Hosp Ser 2003E 6.750 10-01-33 BBB- 1,500 1,664,295 Rev Ref Amherst College Ser 2005I (P) 2.370 11-01-28 AAA 100 100,000 Rev Ref Boston College Iss Ser 1998L 5.000 06-01-26 AA- 1,000 1,032,330 Rev Ref Boston College Iss Ser 1998L 4.750 06-01-31 AA- 1,000 1,010,190 Rev Ref Emerson Hosp Ser 2005E 5.000 08-15-35 AA 1,000 1,036,490 Rev Ref Harvard Pilgrim Health Ser 1998A 5.000 07-01-18 AAA 1,000 1,033,250 Rev Ref New England Med Ctr Hosp Ser 2002H 5.000 05-15-25 AAA 1,000 1,064,300 Rev Ref Partners Healthcare Sys Ser 2001C 5.750 07-01-32 AA- 1,000 1,108,580 Rev Ref South Shore Hosp Ser 1999F 5.750 07-01-29 A 1,000 1,047,250 Rev Ref Williams College Ser 2003H 5.000 07-01-33 AA+ 1,500 1,583,415 Rev Simmons College Ser 2000D 6.150 10-01-29 AAA 1,000 1,144,850 Rev Univ of Mass Worcester Campus Ser 2001B 5.250 10-01-31 AAA 1,500 1,625,565 Rev Wheelock College Ser 2000B 5.625 10-01-30 Aaa 1,000 1,096,680 Massachusetts Housing Finance Agency, Rev Rental Mtg Ser 2001A 5.800 07-01-30 AAA 1,000 1,050,130 Rev Ser 2003B 4.700 12-01-16 AA- 2,310 2,344,442 Massachusetts Industrial Finance Agency, Rev Assisted Living Facil Newton Group Properties (G) 8.000 09-01-27 BB 2,000 2,129,220 Rev Assisted Living Facil TNG Marina Assumption College 6.000 07-01-26 AAA 1,000 1,045,670 Rev Dana Hall School Iss 5.800 07-01-17 Baa2 1,090 1,162,812 See notes to financial statements. 11 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Massachusetts (continued) Massachusetts Industrial Finance Agency, (continued) Rev Glenmeadow Retirement Community Ser 1996C (G) 8.375% 02-15-18 AA $1,000 $1,042,560 Rev Ref Resource Recovery Ogden Haverhill Proj Ser 1998A 5.600 12-01-19 BBB 500 514,220 Rev Wtr Treatment American Hingham Proj 6.900 12-01-29 A 1,210 1,264,462 Rev Wtr Treatment American Hingham Proj 6.750 12-01-20 A 2,780 2,899,846 Massachusetts Municipal Wholesale Electric Co, Rev Pwr Supply Sys (P) 8.868 07-01-18 AAA 1,000 1,023,940 Massachusetts Port Auth, Rev Ser 1999C 5.750 07-01-29 AAA 1,250 1,393,700 Rev Spec Facil US Air Proj Ser 1996A 5.750 09-01-16 AAA 1,000 1,033,410 Massachusetts Special Obligation Dedicated Tax, Rev 5.250 01-01-26 AAA 1,000 1,117,070 Massachusetts Turnpike Auth, Rev Ref Metro Hwy Sys Sr Ser 1997A 5.125 01-01-23 AAA 4,300 4,484,814 Rev Ref Metro Hwy Sys Sr Ser 1997A 5.000 01-01-37 AAA 300 311,127 Rev Ref Metro Hwy Sys Sr Ser 1997C Zero 01-01-20 AAA 1,000 541,940 Massachusetts Water Pollution Abatement Trust, Rev Preref Pool Prog Ser 7 5.125 02-01-31 AAA 645 709,126 Rev Ref Pool Prog Ser 9 5.250 08-01-18 AAA 2,500 2,812,500 Rev Unref Bal Pool Prog Ser 7 5.125 02-01-31 AAA 1,775 1,868,134 Massachusetts, Commonwealth of, Gen Oblig Ltd Ref 5.500 11-01-17 AAA 1,000 1,167,520 Gen Oblig Ltd Ref Ser 2001C 5.375 12-01-19 AA 1,000 1,115,670 Gen Oblig Ltd Ref Ser 2002C 5.500 11-01-15 AA 1,000 1,153,790 Gen Oblig Ltd Ref Ser 2004B 5.250 08-01-20 AA 1,000 1,150,330 Gen Oblig Unltd Ref Ser 2004C 5.500 12-01-24 AAA 2,000 2,409,000 Narragansett Regional School District, Gen Oblig Unltd 5.375 06-01-18 Aaa 1,000 1,098,580 Pittsfield, City of, Gen Oblig Ltd 5.000 04-15-19 AAA 1,000 1,084,470 Plymouth, County of, Rev Ref Cert of Part Correctional Facil Proj 5.000 04-01-22 AAA 1,000 1,063,200 Rail Connections, Inc., Rev Cap Apprec Rte 128 Pkg Ser 1999B Zero 07-01-18 Aaa 1,750 881,703 Rev Cap Apprec Rte 128 Pkg Ser 1999B Zero 07-01-19 Aaa 2,415 1,139,131 Route 3 North Transit Improvement Associates, Rev Lease 5.375 06-15-29 AAA 3,100 3,405,970 Rev Ref Lease Ser 2002B (P) 2.360 06-15-33 AAA 600 600,000 University of Massachusetts, Rev Bldg Auth Facil Gtd Ser 2000A 5.125 11-01-25 AAA 1,000 1,093,100 See notes to financial statements. 12 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Puerto Rico 9.78% $10,224,139 Puerto Rico Aqueduct and Sewer Auth, Rev Ref Inverse Floater (Gtd) (P) 9.120% 07-01-11 AAA $2,000 2,541,360 Puerto Rico Highway & Transportation Auth, Rev Preref Hwy Ser 1996Y 6.250 07-01-14 A 955 1,149,801 Rev Unref Bal Hwy Ser 1996Y 6.250 07-01-14 A 45 53,353 Puerto Rico Public Buildings Auth, Rev Gov't Facils Ser 1997B (Gtd) 5.000 07-01-27 AAA 1,000 1,052,530 Puerto Rico, Commonwealth of, Gen Oblig Unltd Ref Ser 2001A 5.500 07-01-18 AAA 2,000 2,356,080 Gen Oblig Unltd Ser 975 (P) 7.300 07-01-18 Aaa 1,500 1,795,815 Rev Inverse Floater (P) 8.970 07-01-11 AAA 1,000 1,275,200 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 0.36% $379,000 (Cost $379,000) Joint Repurchase Agreement 0.36% 379,000 Investment in a joint repurchase agreement transaction with Morgan Stanley -- Dated 8-31-05, due 9-1-05 (secured by U.S. Treasury Inflation Indexed Note 1.875%, due 7-15-13) 3.550% $379 379,000 Total investments 99.81% $104,333,248 Other assets and liabilities, net 0.19% $202,750 Total net assets 100.00% $104,535,998 (A) Credit ratings are unaudited and are rated by Moody's Investors Service or Fitch where Standard & Poor's ratings are not available, unless indicated otherwise. (G) Security rated internally by John Hancock Advisers, LLC. (N) This security having an aggregate value of $1,088,220 or 1.04% of the Fund's net assets, has been purchased on a when-issued basis. The purchase price and the interest rate of such securities are fixed at trade date, although the Fund does not earn any interest on such securities until settlement date. The Fund has instructed its custodian bank to segregate assets with a current value at least equal to the amount of its when-issued commitment. Accordingly, the market value of $1,105,559 of Massachusetts Turnpike Auth, 5.125%, 1-1-23 has been segregated to cover the when-issued commitment. (P) Represents rate in effect on August 31, 2005. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 13 FINANCIAL STATEMENTS ASSETS AND LIABILITIES August 31, 2005 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 $96,311,992) $104,333,248 Cash 302 Receivable for shares sold 164,956 Interest receivable 1,285,398 Other assets 6,324 Total assets 105,790,228 Liabilities Payable for investments purchased 1,077,920 Payable for shares repurchased 49,378 Dividends payable 10,715 Payable to affiliates Management fees 46,550 Distribution and service fees 6,994 Other 7,370 Other payables and accrued expenses 55,303 Total liabilities 1,254,230 Net assets Capital paid-in 96,534,600 Accumulated net realized loss on investments and swap contracts (27,200) Net unrealized appreciation of investments 8,021,256 Accumulated net investment income 7,342 Net assets $104,535,998 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 ($75,910,536 [DIV] 5,897,180 shares) $12.87 Class B ($20,227,728 [DIV] 1,571,448 shares) $12.87 Class C ($8,397,734 [DIV] 652,403 shares) $12.87 Maximum offering price per share Class A 1 ($12.87 [DIV] 95.5%) $13.48 1 On single retail sales of less than $100,000. On sales of $100,000 or more and on group sales the offering price is reduced. See notes to financial statements. 14 FINANCIAL STATEMENTS OPERATIONS For the year ended August 31, 2005 This Statement of Operations summarizes the Fund's investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. Investment income Interest $5,355,318 Total investment income 5,355,318 Expenses Investment management fees 510,595 Class A distribution and service fees 218,616 Class B distribution and service fees 211,648 Class C distribution and service fees 80,822 Transfer agent fees 70,596 Custodian fees 45,269 Professional fees 30,351 Miscellaneous 29,834 Printing 25,550 Accounting and legal services fees 24,360 Registration and filing fees 14,567 Trustees' fees 4,874 Interest 1,846 Total expenses 1,268,928 Less expense reductions (206) Net expenses 1,268,722 Net investment income 4,086,596 Realized and unrealized gain (loss) Net realized gain (loss) on Investments 119,472 Swap contracts (93,916) Change in net unrealized appreciation (depreciation) of investments 926,725 Net realized and unrealized gain 952,281 Increase in net assets from operations $5,038,877 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 Year ended ended 8-31-04 8-31-05 Increase (decrease) in net assets From operations Net investment income $4,133,220 $4,086,596 Net realized gain 58,667 25,556 Change in net unrealized appreciation (depreciation) 2,657,656 926,725 Increase in net assets resulting from operations 6,849,543 5,038,877 Distributions to shareholders From net investment income Class A (2,961,505) (3,022,337) Class B (837,561) (729,933) Class C (269,816) (278,232) (4,068,882) (4,030,502) From Fund share transactions 2,139,369 2,336,559 Net assets Beginning of period 96,271,034 101,191,064 End of period 1 $101,191,064 $104,535,998 1 Includes accumulated net investment income of $6,806 and $7,342, respectively. See notes to financial statements. 16 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 2 0.59 0.58 0.57 0.56 0.54 Net realized and unrealized gain (loss) on investments 0.61 0.08 (0.13) 0.36 0.11 Total from investment operations 1.20 0.66 0.44 0.92 0.65 Less distributions From net investment income (0.59) (0.57) (0.56) (0.55) (0.53) Net asset value, end of period $12.41 $12.50 $12.38 $12.75 $12.87 Total return 3 (%) 10.44 4 5.54 3.57 7.55 5.21 Ratios and supplemental data Net assets, end of period (in millions) $63 $65 $66 $71 $76 Ratio of expenses to average net assets (%) 0.97 1.03 1.02 1.01 1.04 Ratio of adjusted expenses to average net assets 5 (%) 1.05 -- -- -- -- Ratio of net investment income to average net assets (%) 4.90 4.72 4.54 4.40 4.20 Portfolio turnover (%) 17 15 13 44 26 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 2 0.51 0.50 0.49 0.47 0.45 Net realized and unrealized gain (loss) on investments 0.61 0.08 (0.13) 0.36 0.11 Total from investment operations 1.12 0.58 0.36 0.83 0.56 Less distributions From net investment income (0.51) (0.49) (0.48) (0.46) (0.44) Net asset value, end of period $12.41 $12.50 $12.38 $12.75 $12.87 Total return 3 (%) 9.67 4 4.80 2.85 6.80 4.48 Ratios and supplemental data Net assets, end of period (in millions) $19 $23 $23 $23 $20 Ratio of expenses to average net assets (%) 1.67 1.73 1.72 1.71 1.74 Ratio of adjusted expenses to average net assets 5 (%) 1.75 -- -- -- -- Ratio of net investment income to average net assets (%) 4.20 4.02 3.83 3.70 3.50 Portfolio turnover (%) 17 15 13 44 26 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.80 $12.41 $12.50 $12.38 $12.75 Net investment income 2 0.51 0.50 0.48 0.47 0.45 Net realized and unrealized gain (loss) on investments 0.61 0.08 (0.12) 0.36 0.11 Total from investment operations 1.12 0.58 0.36 0.83 0.56 Less distributions From net investment income (0.51) (0.49) (0.48) (0.46) (0.44) Net asset value, end of period $12.41 $12.50 $12.38 $12.75 $12.87 Total return 3 (%) 9.67 4 4.80 2.85 6.80 4.48 Ratios and supplemental data Net assets, end of period (in millions) $2 $4 $7 $8 $8 Ratio of expenses to average net assets (%) 1.67 1.73 1.72 1.71 1.74 Ratio of adjusted expenses to average net assets 5 (%) 1.75 -- -- -- -- Ratio of net investment income to average net assets (%) 4.20 4.02 3.81 3.69 3.49 Portfolio turnover (%) 17 15 13 44 26 1 As required, effective 9-1-01, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, relating to the amortization of premiums and accretion of discounts on debt securities. The effect of this change on per share amounts for the year ended 8-31-02, was to increase net investment income per share by $0.01, decrease net realized and unrealized gain per share by $0.01 and, had the Fund not made these changes to amortization and accretion, the ratio of net investment income to average net assets would have been 4.68%, 3.98% and 3.98%, for Class A, Class B and Class C shares, respectively. Per share ratios and supplemental data for periods prior to 9-1-01, have not been restated to reflect this change in presentation. 2 Based on the average of the shares outstanding. 3 Assumes dividend reinvestment and does not reflect the effect of sales charges. 4 Total return would have been lower had certain expenses not been reduced during the period shown. 5 Does not take into consideration expense reductions during the period shown. See notes to financial statements. 19 NOTES TO STATEMENTS Note A Accounting policies John Hancock Massachusetts Tax-Free Income Fund (the "Fund") is a non-diversified series of John Hancock Tax-Exempt Series Fund, an open-end management investment company registered under the Investment Company Act of 1940. The Fund seeks a high level of current income, consistent with the preservation of capital, that is exempt from federal and Massachusetts personal income taxes. Since the Fund invests primarily in Massachusetts state issuers, the Fund may be affected by political, economic or regulatory developments in the state of Massachusetts. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B and Class C shares. The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission and the Internal Revenue Service. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less may be valued at amortized cost, which approximates market value. Joint repurchase agreement Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a management contract with John Hancock Advisers, LLC (the "Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc., may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Fund's custodian bank receives delivery of the underlying securities for the joint account on the Fund's behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times. Investment transactions Investment transactions are recorded as of the date of 20 purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Some securities may be purchased on a "when-issued" or "forward commitment" basis, which means that the securities will be delivered to the Fund at a future date, usually beyond the customary settlement date. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the year ended August 31, 2005. Swap contracts The Fund may enter into swap transactions in order to hedge the value of the Fund's portfolio against interest rate fluctuations or to enhance the Fund's income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis. The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts, if any, is recorded as realized gain (loss). Swap contracts are subject to risks related to the counterparty's ability to perform under the contract, and may decline in value if the counterparty's creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions. The Fund had no interest rate swap contracts open on August 31, 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. 21 Interest and distributions Interest income on investment securities is recorded on the accrual basis. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Fund's net investment income is declared daily as dividends to shareholders of record as of the close of business on the preceding day, and distributed monthly. During the year ended August 31, 2004, the tax character of distributions paid was as follows: ordinary income $13,349 and exempt income $4,055,533. During the year ended August 31, 2005, the tax character of distributions paid was as follows: ordinary income $14,051 and exempt income $4,016,451. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class. As of August 31, 2005, the components of distributable earnings on a tax basis included $22,256 of undistributed exempt income and $31,060 of undistributed long-term gain. Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.50% of the first $250,000,000 of the Fund's average daily net asset value, (b) 0.45% of the next $250,000,000, (c) 0.425% of the next $500,000,000, (d) 0.40% of the next $250,000,000 and (e) 0.30% of the Fund's average daily net asset value in excess of $1,250,000,000. The Fund has an agreement with its custodian bank, under which custody fees are reduced by balance credits applied during the year. Accordingly, the expense reductions related to custody fee offsets amounted to $206 which had no impact on the Fund's ratio of expenses to average net assets, for the year ended August 31, 2005. If the Fund had not entered into this agreement, the assets not invested, on which these balance credits were earned, could have produced taxable income. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset value. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of the National Association of Securities Dealers. Under the Conduct Rules, curtailment of a portion of the Fund's 12b-1 payments could occur under certain circumstances. 22 Class A shares are assessed up-front sales charges. During the year ended August 31, 2005, JH Funds received net up-front sales charges of $201,390 with regard to sales of Class A shares. Of this amount, $25,930 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $127,635 was paid as sales commissions to unrelated broker-dealers and $47,825 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 year ended August 31, 2005, CDSCs received by JH Funds amounted to $37,563 for Class B shares and $542 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. The Fund pays a monthly transfer agent fee at an annual rate of 0.01% of each class's average daily net asset values, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total monthly transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. There were no transfer agent fee reductions during the year ended August 31, 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 year amounted to $24,360. The Fund also paid the Adviser the amount of $456 for certain publishing services, included in the printing fees and the amount of $1,509 for certain compliance costs, included in the miscellaneous expenses. Mr. James R. Boyle is an officer of certain affiliates of the Adviser, as well as an affiliated Trustee of the Fund, and is compensated by the Adviser and/or its affiliates. The compensation of other unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 23 Note C Fund share transactions This listing illustrates the number of Fund shares sold, reinvested and repurchased during the last two periods, along with the corresponding dollar value. Year ended 8-31-04 Year ended 8-31-05 Shares Amount Shares Amount Class A shares Sold 827,723 $10,482,174 1,007,973 $12,886,558 Distributions reinvested 168,113 2,128,254 162,256 2,075,588 Repurchased (749,433) (9,428,790) (823,719) (10,538,080) Net increase 246,403 $3,181,638 346,510 $4,424,066 Class B shares Sold 156,152 $1,983,330 110,647 $1,414,629 Distributions reinvested 44,634 565,032 33,671 430,661 Repurchased (318,196) (4,019,229) (345,491) (4,417,029) Net decrease (117,410) ($1,470,867) (201,173) ($2,571,739) Class C shares Sold 152,291 $1,934,096 132,445 $1,693,309 Distributions reinvested 13,706 173,431 14,229 182,007 Repurchased (131,799) (1,678,929) (108,776) (1,391,084) Net increase 34,198 $428,598 37,898 $484,232 Net increase 163,191 $2,139,369 183,235 $2,336,559 Note D Investment transactions Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended August 31, 2005, aggregated $29,138,367 and $26,442,372, respectively. The cost of investments owned on August 31, 2005, including short-term investments, for federal income tax purposes, was $96,165,471. Gross unrealized appreciation and depreciation of investments aggregated $8,167,777 and zero, respectively, resulting in net unrealized appreciation of $8,167,777. 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 and accretion of discounts on debt securities. Note E Reclassification of accounts During the year ended August 31, 2005, the Fund reclassified amounts to reflect an accumulated net realized loss on investments of $11,350, a decrease in accumulated net investment income of $55,558 and an increase in capital paid-in of $44,208. This represents the amount necessary to report these balances on a tax basis, excluding certain temporary differences, as of August 31, 2005. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Fund, are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America, book and tax differences in accounting for deferred compensation and accretion of market discount tax adjustment. The calculation of net investment income per share in the Fund's Financial Highlights excludes these adjustments. 24 Shareholder meeting (unaudited) On December 1, 2004, a Special Meeting of shareholders of the Fund was held to elect nine Trustees effective January 1, 2005. Proxies covering 5,524,095 shares of beneficial interest were voted at the meeting. The shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, with the votes tabulated as follows: WITHHELD FOR AUTHORITY - ------------------------------------------------------- James F. Carlin 5,471,506 52,589 Richard P. Chapman, Jr. 5,469,687 54,408 William H. Cunningham 5,463,210 60,885 Ronald R. Dion 5,472,090 52,005 Charles L. Ladner 5,472,463 51,632 Dr. John A. Moore 5,472,463 51,632 Patti McGill Peterson 5,465,059 59,036 Steven R. Pruchansky 5,469,528 54,567 James A. Shepherdson* 5,467,709 56,386 * Mr. James A. Shepherdson resigned effective July 15, 2005. 25 AUDITORS' REPORT Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of John Hancock Massachusetts Tax-Free Income Fund, In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Massachusetts Tax-Free Income Fund (the "Fund") at August 31, 2005, the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts October 11, 2005 26 TAX INFORMATION Unaudited For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended August 31, 2005. None of the 2005 income dividends qualify for the corporate dividends-received deduction. Shareholders, who are not subject to the alternative minimum tax, received income dividends that are 99.65% tax-exempt. The percentage of income dividends from the Fund subject to the alternative minimum tax is 14.02%. None of the income dividends were derived from U.S. Treasury Bills. For specific information on exception provisions in your state, consult your local state tax officer or your tax adviser. Shareholders will be mailed a 2005 U.S. Treasury Department Form 1099-DIV in January 2006. This will reflect the total of all distributions that are taxable for calendar year 2005. 27 Board Consideration of and Continuation of Investment Advisory Agreement: John Hancock Massachusetts Tax- Free Income Fund Section 15(c) of the Investment Company Act of 1940 (the "1940 Act") requires the Board of Trustees (the "Board") of John Hancock Tax-Exempt Series Fund (the "Trust"), including a majority of the Trustees who have no direct or indirect interest in the investment advisory agreement and are not "interested persons" of the Trust, as defined in the 1940 Act (the "Independent Trustees"), annually to review and consider the continuation of the investment advisory agreement (the "Advisory Agreement") with John Hancock Advisers, LLC (the "Adviser") for the John Hancock Massachusetts Tax-Free Income Fund (the "Fund"). At meetings held on May 19-20 and June 6-7, 2005, the Board, including the Independent Trustees, considered the factors and reached the conclusions described below relating to the selection of the Adviser and the continuation of the Advisory Agreement. During such meetings, the Board's Contracts/Operations Committee and the Independent Trustees also met in executive sessions with their independent legal counsel. In evaluating the Advisory Agreement, the Board, including the Contracts/Operations Committee and the Independent Trustees, reviewed a broad range of information requested for this purpose by the Independent Trustees, including but not limited to the following: (i) the investment performance of the Fund and a broader universe of relevant funds (the "Universe") selected by Lipper Inc. ("Lipper"), an independent provider of investment company data, for a range of periods, (ii) advisory and other fees incurred by, and the expense ratios of, the Fund and a peer group of comparable funds selected by Lipper (the "Peer Group"), (iii) the advisory fees of comparable portfolios of other clients of the Adviser, (iv) the Adviser's financial results and condition, including its and certain of its affiliates' profitability from services performed for the Fund, (v) breakpoints in the Fund's and the Peer Group's fees and a study undertaken at the direction of the Independent Trustees as to the allocation of the benefits of economies of scale between the Fund and the Adviser, (vi) the Adviser's record of compliance with applicable laws and regulations, with the Fund's investment policies and restrictions, and with the Fund's Code of Ethics and the structure and responsibilities of the Adviser's compliance department, (vii) the background and experience of senior management and investment professionals, and (viii) the nature, cost and character of advisory and non-investment management services provided by the Adviser and its affiliates. Nature, extent and quality of services The Board considered the ability of the Adviser, based on its resources, reputation and other attributes, to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel. The Board further considered the compliance programs and compliance records of the Adviser. In addition, the Board took into account the administrative services provided to the Fund by the Adviser and its affiliates. Based on the above factors, together with those referenced below, the Board concluded that, within the context of its full deliberations, the nature, extent and quality of the investment advisory services provided to the Fund by the Adviser were sufficient to support renewal of the Advisory Agreement. Fund performance The Board considered the performance results for the Fund over various time periods. The Board also 28 considered these results in comparison to the performance of the Universe, as well as the Fund's benchmark indexes. Lipper determined the Universe for the Fund. The Board reviewed with a representative of Lipper the methodology used by Lipper to select the funds in the Universe and the Peer Group. The Board noted that the performance of the Fund was consistently higher than the median and average performance of its Universe and was higher than or not appreciably lower than the performance of its benchmark indexes, the Lipper Massachusetts Municipal Debt Funds Index and the Lehman Municipal Bond Index, for the time periods under review. Investment advisory fee rates and expenses The Board reviewed and considered the contractual investment advisory fee rate payable by the Fund to the Adviser for investment advisory services (the "Advisory Agreement Rate"). The Board received and considered information comparing the Advisory Agreement Rate with the advisory fees for the Peer Group. The Board noted that the Advisory Agreement Rate was equal to the median rate of the Peer Group. The Board concluded that the Advisory Agreement Rate was reasonable in relation to the services provided. The Board received and considered information regarding the Fund's total operating expense ratio and its various components, including contractual advisory fees, actual advisory fees, non-management fees, Rule 12b-1 and non-Rule 12b-1 service fees, transfer agent fees and custodian fees, including and excluding Rule 12b-1 and non-Rule 12b-1 service fees. The Board also considered comparisons of these expenses to the expense information for the Peer Group and the Universe. The Board noted that the total operating expense ratio of the Fund was higher than the Peer Group's and Universe's median total operating expense ratio. The Board also noted that the most significant contributors to such difference were the Fund's other non-management fees, Rule 12b-1 and non-Rule 12b-1 service fees, and transfer agency expense. The Board favorably considered the Adviser's and transfer agent's commitment to developing initiatives designed to reduce their overall fees and expenses. The Adviser also discussed the Lipper data and rankings, and other relevant information, for the Fund. Based on the above-referenced considerations and other factors, the Board concluded that the Fund's overall performance and plans to reduce the Fund's overall fees and expenses supported the re-approval of the Advisory Agreement. Profitability The Board received and considered a detailed profitability analysis of the Adviser based on the Advisory Agreement, as well as on other relationships between the Fund and the Adviser and its affiliates. The Board concluded that, in light of the costs of providing investment management and other services to the Fund, the profits and other ancillary benefits reported by the Adviser were not unreasonable. Economies of scale The Board received and considered general information regarding economies of scale with respect to the management of the Fund, including the Fund's ability to appropriately benefit from economies of scale under the Fund's fee structure. The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board's understanding that most of the Adviser's costs are not specific to individual Funds, but rather are incurred across a variety of products and services. To the extent the Board and the Adviser were able to identify actual or potential economies of scale from Fund-specific or allocated expenses, in order to ensure 29 that any such economies continue to be reasonably shared with the Fund as its assets increase, the Adviser and the Board agreed to continue the existing breakpoints. Information about services to other clients The Board also received information about the nature, extent and quality of services and fee rates offered by the Adviser to its other clients, including other registered investment companies, institutional investors and separate accounts. The Board concluded that the Advisory Agreement Rate was not unreasonable, taking into account fee rates offered to others by the Adviser and giving effect to differences in services covered by such fee rates. Other benefits to the Adviser The Board received information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of the Adviser's relationship with the Fund. Such benefits could include, among others, benefits directly attributable to the relationship of the Adviser with the Fund and benefits potentially derived from an increase in the business of the Adviser as a result of its relationship with the Fund (such as the ability to market to shareholders other financial products offered by the Adviser and its affiliates). The Board also considered the effectiveness of the Adviser's and the Fund's policies and procedures for complying with the requirements of the federal securities laws, including those relating to best execution of portfolio transactions and brokerage allocation. Other factors and broader review As discussed above, the Board reviewed detailed materials received from the Adviser as part of the annual re-approval process under Section 15(c) of the 1940 Act. The Board also regularly reviews and assesses the quality of the services that the Fund receives throughout the year. In this regard, the Board reviews reports of the Adviser at least quarterly, which include, among other things, a detailed portfolio review, detailed fund performance reports and compliance reports. In addition, the Board meets with portfolio managers and senior investment officers at various times throughout the year. After considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board concluded that approval of the continuation of the Advisory Agreement for the Fund was in the best interest of the Fund and its shareholders. Accordingly, the Board unanimously approved the continuation of the Advisory Agreement. 30 TRUSTEES & OFFICERS This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees. Independent Trustees Name, age Number of Position(s) held with Fund Trustee John Hancock Principal occupation(s) and other of Fund funds overseen directorships during past 5 years since 1 by Trustee Ronald R. Dion, Born: 1946 2005 53 Independent Chairman (since 2005); Chairman and Chief Executive Officer, R.M. Bradley & Co., Inc.; Director, The New England Council and Massachusetts Roundtable; Trustee, North Shore Medical Center; Director, Boston Stock Exchange; Director, BJ's Wholesale Club, Inc. and a corporator of the Eastern Bank; Trustee, Emmanuel College; Director, Boston Municipal Research Bureau; Member of the Advisory Board, Carroll Graduate School of Management at Boston College. James F. Carlin, Born: 1940 2005 53 Director and Treasurer, Alpha Analytical Inc. (analytical laboratory) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (since 1996); Director and Treasurer, Rizzo Associates (engineering) (until 2000); Chairman and CEO, Carlin Consolidated, Inc. (management/investments) (since 1987); Director and Partner, Proctor Carlin & Co., Inc. (until 1999); Trustee, Massachusetts Health and Education Tax Exempt Trust (since 1993); Director of the following: Uno Restaurant Corp. (until 2001), Arbella Mutual (insurance) (until 2000), HealthPlan Services, Inc. (until 1999), Flagship Healthcare, Inc. (until 1999), Carlin Insurance Agency, Inc. (until 1999); Chairman, Massachusetts Board of Higher Education (until 1999). Richard P. Chapman, Jr., 2 Born: 1935 1987 53 President and Chief Executive Officer, Brookline Bancorp Inc. (lending) (since 1972); Director, Lumber Insurance Co. (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William H. Cunningham, Born: 1944 2005 148 Former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Chairman and CEO, IBT Technologies (until 2001); Director of the following: The University of Texas Investment Management Company (until 2000), Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (electronic manufacturing) (until 2001), Symtx, Inc. (electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle Foods Corporation (until 2003), rateGenius (Internet 31 Independent Trustees (continued) Name, age Number of Position(s) held with Fund Trustee John Hancock Principal occupation(s) and other of Fund funds overseen directorships during past 5 years since 1 by Trustee William H. Cunningham, Born: 1944 (continued) 2005 148 service) (until 2003), Jefferson-Pilot Corporation (diversified life insurance company) (since 1985), New Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures (until 2001), LBJ Foundation (until 2000), Golfsmith International, Inc. (until 2000), Metamor Worldwide (until 2000), AskRed.com (until 2001), Southwest Airlines (since 2000) and Introgen (since 2000); Advisory Director, Q Investments (until 2003); Advisory Director, Chase Bank (formerly Texas Commerce Bank -- Austin) (since 1988), LIN Television (since 2002), WilTel Communications (until 2003) and Hayes Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003). Charles L. Ladner, 2 Born: 1938 2004 148 Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice President and Director for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). John A. Moore, 2 Born: 1939 1996 53 President and Chief Executive Officer, Institute for Evaluating Health Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). Patti McGill Peterson, 2 Born: 1943 1996 53 Executive Director, Council for International Exchange of Scholars and Vice President, Institute of International Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; Director, Niagara Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program (since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational Exchange (since 2003). Steven R. Pruchansky, Born: 1944 2005 53 Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real estate) (since 2001); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Non-Independent Trustee 3 James R. Boyle, Born: 1959 2005 148 President, John Hancock Annuities; Executive Vice President, John Hancock Life Insurance Company (since June, 2004); President U.S. Annuities; Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (prior to 2004). 32 Principal officers who are not Trustees Name, age Position(s) held with Fund Officer Principal occupation(s) and of Fund directorships during past 5 years since Keith F. Hartstein, Born: 1956 2005 President and Chief Executive Officer Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief Executive Officer, John Hancock Advisers, LLC (the "Adviser") and The Berkeley Financial Group, LLC ("The Berkeley Group") (holding company); Director, President and Chief Executive Officer, John Hancock Funds, LLC ("John Hancock Funds"); Director, President and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp."); Director, John Hancock Signature Services, Inc.; President, John Hancock Trust; Chairman and President, NM Capital Management, Inc. (NM Capital) (since 2005); Chairman, Investment Company Institute Sales Force Marketing Committee (since 2003); Executive Vice President, John Hancock Funds (until 2005). William H. King, Born: 1952 1988 Vice President and Treasurer Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001). Francis V. Knox, Jr., Born: 1947 2005 Vice President and Chief Compliance Officer Vice President and Chief Compliance Officer for John Hancock Investment Company, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Funds (since 2005); Fidelity Investments -- Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Fidelity Investments -- Vice President and Ethics & Compliance Officer (until 2001). John G. Vrysen, Born: 1955 2005 Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer, the Adviser, Sovereign Asset Management Corp., the Berkeley Financial Group, LLC and John Hancock Funds, LLC (since 2005); Vice President and General Manager, Fixed Annuities, U.S. Wealth Management (until 2005); Vice President, Operations, Manulife Wood Logan (July 2000 thru September 2004). The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805. The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available, without charge, upon request, by calling 1-800-225-5291. 1 Each Trustee serves until resignation, retirement age or until his or her successor is elected. 2 Member of Audit Committee. 3 Non-independent Trustees hold positions with the Fund's investment adviser, underwriter and certain other affiliates. 33 OUR FAMILY OF FUNDS - --------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Growth Trends Fund International Fund Large Cap Equity Fund Large Cap Select Fund Mid Cap Growth Fund Multi Cap Growth Fund Small Cap Equity Fund Small Cap Growth Fund Sovereign Investors Fund U.S. Global Leaders Growth Fund - --------------------------------------------------------- Allocation Allocation Growth + Value Portfolio Allocation Core Portfolio - --------------------------------------------------------- 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 - --------------------------------------------------------- For more complete information on any John Hancock Fund and a prospectus, which includes charges and expenses, call your financial professional, or John Hancock Funds at 1-800-225-5291. Please read the prospectus carefully before investing or sending money. 34 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 35 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. - ------------------------------------------------ 36 For more information The Fund's proxy voting policies, procedures and records are available without charge, upon request: By phone On the Fund's Web site On the SEC's Web site 1-800-225-5291 www.jhfunds.com/proxy www.sec.gov Investment adviser John Hancock Advisers, LLC 601 Congress Street Boston, MA 02210-2805 Principal distributor John Hancock Funds, LLC 601 Congress Street Boston, MA 02210-2805 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 Independent registered public accounting firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 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 380 Stuart Street Boston, MA 02116 Phone Customer service representatives 1-800-225-5291 24-hour automated information 1-800-338-8080 TDD line 1-800-554-6713 A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the Securities and Exchange Commission's Web site, www.sec.gov. 37 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 1-800-225-5291 1-800-554-6713 (TDD) 1-800-338-8080 EASI-Line www.jhfunds.com Now available: electronic delivery www.jhfunds.com/edelivery This report is for the information of the shareholders of John Hancock Massachusetts Tax-Free Income Fund. 7700A 8/05 10/05 JOHN HANCOCK New York Tax-Free Income Fund 8.31.2005 Annual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of Keith F. Hartstein, President and 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 Trustees & officers page 31 For more information page 37 To Our Shareholders, I am pleased to be writing to you as the new President and Chief Executive Officer of John Hancock Funds, LLC, following the departure of James A. Shepherdson to pursue other opportunities. In addition, on July 25, 2005, your fund's Board of Trustees appointed me to the roles of President and Chief Executive Officer of your fund. As a means of introduction, I have been involved in the mutual fund industry since 1985. I have been with John Hancock Funds for the last 15 years, most recently as executive vice president of retail sales and marketing and a member of the company's executive and investment committees. In my former capacity, I was responsible for all aspects of the distribution and marketing of John Hancock Funds' open-end and closed-end funds. Outside of John Hancock, I have served as Chairman of the Investment Company Institute (ICI) Sales Force Marketing Committee since September 2003. It is an exciting time to be at John Hancock Funds, and I am grateful for the opportunity to lead and shape its future growth. With the acquisition of John Hancock by Manulife Financial Corporation in April 2004, we are receiving broad support toward the goal of providing our shareholders with excellent investment opportunities and a more complete lineup of choices for the discerning investor. As you may have read, John Hancock recently entered into an agreement with GMO, a Boston-based institutional money manager, to acquire eight of its mutual funds. In addition, we are in the process of adding five "Lifestyle Portfolio" funds-of-funds that blend multiple fund offerings from internal and external money managers to create a broadly diversified asset allocation portfolio. Look for more information about these exciting additions to the John Hancock family of funds in the near future. Although there has been a change in executive-level management, rest assured that the one thing that never wavers is John Hancock Funds' commitment to placing the needs of shareholders above all else. We are all dedicated to the task of working with you and your financial advisors to help you reach your long-term financial goals. Sincerely, /S/ KEITH F. HARTSTEIN Keith F. Hartstein, President and Chief Executive Officer This commentary reflects the CEO's views as of August 31, 2005. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks a high level of current income, consistent with preservation of capital, that is exempt from fed eral, New York State and New York City personal income taxes. In pursuing this goal, the fund normally invests at least 80% of its assets in securities of any maturity exempt from federal and New York personal income taxes. Over the last twelve months * Municipal bonds rallied, outpacing the broad taxable bond market. * The Fund performed in line with its peer group average thanks to favorable security selection and greater interest rate sensitivity. * Top-performing sectors included tobacco, education and transportation bonds. [Bar chart with heading "John Hancock New York Tax-Free Income Fund." Under the heading is a note that reads "Fund performance for the year ended August 31, 2005." The chart is scaled in increments of 3% with 0% at the bottom and 6% at the top. The first bar represents the 5.50% total return for Class A. The second bar represents the 4.77% total return for Class B. The third bar represents the 4.77% total return for Class C. A note below the chart reads "Total returns for Fund are at net asset value with all distributions reinvested. These returns do not reflect the deduction of the maximum sales charge, which would reduce the performance shown above."] Top 10 holdings 3.9% Puerto Rico Aqueduct and Sewer Auth, 7-1-11, 9.120% 3.5% New York State Dormitory Auth, 5-15-19, 5.500% 3.4% Port Auth of New York and New Jersey, 7-15-18, 5.500% 3.4% New York State Dormitory Auth, 11-15-23, 5.250% 2.9% Triborough Bridge & Tunnel Auth, 1-1-21, 6.125% 2.5% New York City Municipal Water Finance Auth, 6-15-33, 5.500% 2.5% New York, City of, 12-1-17, 5.250% 2.4% Virgin Islands Public Finance Auth, 10-1-18, 5.875% 2.4% Port Auth of New York and New Jersey, 10-1-19, 6.750% 2.4% Islip Community Development Agency, 3-1-26, 7.500% As a percentage of net assets on August 31, 2005. 1 BY DIANNE SALES, CFA, AND BARRY EVANS, CFA, PORTFOLIO MANAGERS MANAGERS' REPORT JOHN HANCOCK New York Tax-Free Income Fund Municipal bonds continued to perform well during the year ended August 31, 2005, outpacing the broad taxable bond market. The Lehman Brothers Municipal Bond Index returned 5.31% for the 12-month period, while the broad Lehman Brothers U.S. Aggregate Bond Index returned 4.15%. The U.S. economy grew at a solid rate over the past year, reflecting resilient consumer spending, increasing capital expenditures and improving job growth. In view of this steady growth, the Federal Reserve raised short-term interest rates eight times during the 12-month period, increasing its federal funds rate target from 1.5% to 3.5%. Short-term bond yields rose in concert with the Fed rate hikes, but longer-term yields remained relatively low. Despite a dramatic swing in oil prices, long-term bond investors grew confident that the Fed's measured approach would keep inflation in check. "Municipal bonds continued to perform well during the year ended August 31, 2005, outpacing the broad taxable bond market." Lower-rated municipal bonds outperformed higher-quality issues during the one-year period. A combination of strong demand from yield-hungry investors, improving credit quality and a declining supply of lower-grade bonds contributed to their outperformance. As a result, the gap between the yields of high-quality and lower-quality bonds compressed significantly during the 12-month period. Overall, municipal credit quality improved during the past year. In New York, tax revenues -- including sales, property and individual income taxes - -- all benefited from the healthy economy, enabling both the state and New York City to meet seemingly aggressive budget projections. In addition, the state and city governments reduced interest costs by proactively refinancing some of their higher-yielding debt. 2 Fund performance For the year ended August 31, 2005, John Hancock New York Tax-Free Income Fund's Class A, Class B and Class C shares posted total returns of 5.50%, 4.77% and 4.77%, respectively, at net asset value. By comparison, the average New York municipal debt fund returned 4.96%, according to Lipper, Inc.,1 and the Lehman Brothers Municipal Bond Index returned 5.31%. 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. [Photos of Dianne Sales and Barry Evans flush right next to first paragraph.] The key to the Fund's performance was our continued emphasis on yield and individual security selection. Diligent credit research enabled us to identify attractively valued securities with above-average yields and strong total-return prospects. Greater interest rate sensitivity also proved valuable as longer-term bonds rallied during the period. Tobacco bonds smoked The best-performing sector in the portfolio was tobacco bonds backed by the proceeds from a legal settlement between the state of New York (in concert with 45 other states) and the major tobacco companies. The Fund's tobacco holdings, which gained more than 14% as a group, comprised about 5% of the portfolio throughout the one-year period. "The best-performing sector in the portfolio was tobacco bonds..." Tobacco bonds benefited from a series of favorable litigation outcomes and the addition of another tobacco company to the settlement agreement. In addition, as their yields declined, tobacco bonds became candidates for refinancing. Some New York issuers pre-refunded existing tobacco bonds during the period, further elevating the sector's returns. In a pre-refunding, a municipality issues new bonds and invests the proceeds in Treasury securities until needed to pay off the older bonds. The Treasury-bond backing typically enhances the credit quality of the old bonds, which in turn has a positive impact on their value. 3 Tobacco bonds have been the performance leaders in the portfolio for the past two years. Despite continued litigation in the New York courts, we believe that these securities continue to provide attractive relative value, and we plan to maintain exposure to this segment of the municipal market. [Table at top left-hand side of page entitled "Sector Distribution2." The first listing is Revenue bonds - Other 18%, the second is Revenue bonds - Education 17%, the third Revenue bonds - Water & sewer 13%, the fourth Revenue bonds - Health 10%, the fifth Revenue bonds - Industrial development 8%, the sixth General obligation 8%, the seventh Revenue bonds - - Sales tax 6%, the eighth Revenue bonds - Tobacco 6%, the ninth Revenue bonds - Public facility 4%, the tenth Revenue bonds - Transportation 4%, the eleventh Revenue bonds - Pollution 2%, the twelfth Revenue bonds - Electric 2%, and the thirteenth Revenue bonds - Housing 1%.] Economic development bonds posted strong gains Reflecting the trend in the broader municipal market, the portfolio's lower-grade credits fared well during the period. The better performers included the portfolio's industrial development and pollution control bonds, which are generally tied to corporate projects. They benefited as the healthy economy helped strengthen revenues and improve credit quality. Special-tax bonds, which typically finance land-based development, also posted solid gains as real estate remained a driving force in the economy. [Pie chart at middle of page with heading "Portfolio diversification2." The chart is divided into three sections (from top to left): Revenue bonds 91%, General obligation bonds 8% and Short-term investments & other 1%. ] Essential-purpose and short-term bonds lagged With lower-rated and longer-term bonds providing the best results during the one-year period, the laggards tended to be higher-quality bonds with stable revenue streams that did not benefit as much from the general improvement in credit quality. Good examples included essential-purpose bonds, which are backed by revenues from basic services like water and sewer, and education bonds. In addition, bonds that are expected to be called away within the next few years produced modest returns. Because these securities trade like shorter-term bonds, they were held in check by the Fed's series of short-term interest rate hikes. 4 [Table at top of page entitled "Scorecard." The header for the left column is "Investment" and the header for the right column is "Period's performance...and what's behind the numbers." The first listing is Tobacco-related bonds followed by an up arrow with the phrase "Benefited from favorable litigation outcomes and refinancing." The second listing is Lower-quality bonds followed by an up arrow with the phrase "Boosted by improving credit quality and increased demand." The third listing is Shorter-term bonds followed by a down arrow with the phrase "Declined as the Fed raised short-term interest rates."] Outlook The aftereffects of Hurricane Katrina are likely to dampen economic growth in the coming months, which could lead the Fed to slow the pace of its rate hikes. However, we would also expect a slower economy to restrain overall inflation despite potential increases in the prices of oil and other commodities. These are all factors that bode well for the bond market. "Municipal bonds are attractively valued relative to other segments of the bond market." Municipal bonds are attractively valued relative to other segments of the bond market. As of August 31, 2005, the yield on a 30-year, AAA-rated general obligation bond was 99% of the yield on a Treasury bond of comparable maturity. This relative yield relationship provides strong value for the tax-exempt investor and could sustain the healthy demand for municipal securities by attracting non-traditional investors to the municipal market. This commentary reflects the views of the portfolio managers through the end of the Fund's period discussed in this report. The managers' statements reflect their own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. 1 Figures from Lipper, Inc. include reinvested dividends and do not take into account sales charges. Actual load-adjusted performance is lower. 2 As a percentage of net assets on August 31, 2005. 5 A LOOK AT PERFORMANCE For the period ended August 31, 2005 Class A Class B Class C Inception date 9-13-87 10-3-96 4-1-99 Average annual returns with maximum sales charge (POP) One year 0.73% -0.23% 3.77% Five years 4.98 4.89 5.22 Ten years 5.28 -- -- Since inception -- 5.01 4.33 Cumulative total returns with maximum sales charge (POP) One year 0.73 -0.23 3.77 Five years 27.51 26.96 28.97 Ten years 67.24 -- -- Since inception -- 54.52 31.28 SEC 30-day yield as of August 31, 2005 3.70 3.18 3.18 Performance figures assume all distributions are reinvested. Returns with maximum sales charge reflect a sales charge on Class A shares of 4.50%, and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. The Class B shares' CDSC declines annually between years 1-6 according to the following schedule: 5, 4, 3, 3, 2, 1%. No sales charge will be assessed after the sixth year. Class C shares held for less than one year are subject to a 1% CDSC. The returns reflect past results and should not be considered indicative of future performance. The return and principal value of an investment will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Due to market volatility, the Fund's current performance may be higher or lower than the performance shown. For performance data current to the most recent month-end, please call 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please note that a portion of the Fund's income may be subject to taxes, and some investors may be subject to the Alternative Minimum Tax (AMT). Also note that capital gains are taxable. The Fund's performance results reflect any applicable expense reductions, without which the expenses would increase and results would have been less favorable. 6 GROWTH OF $10,000 This chart shows what happened to a hypothetical $10,000 investment in Class A shares for the period indicated. For comparison, we've shown the same investment in the Lehman Brothers Municipal Bond Index. Lehman Brothers Cum Value Cum Value Municipal of $10K of $10K Bond Plot Date (No Load) (W/Load) Index 8-31-95 $10,000 $9,500 $10,000 9-30-95 10,055 9,602 10,063 2-29-96 10,535 10,061 10,487 8-31-96 10,523 10,049 10,524 2-28-97 11,031 10,534 11,064 8-31-97 11,521 11,002 11,497 2-28-98 12,109 11,564 12,076 8-31-98 12,513 11,950 12,491 2-28-99 12,774 12,199 12,818 8-31-99 12,378 11,821 12,563 2-29-00 12,268 11,716 12,533 8-31-00 13,114 12,524 13,399 2-28-01 13,930 13,303 14,100 8-31-01 14,628 13,970 14,770 2-28-02 14,684 14,023 15,064 8-31-02 15,219 14,534 15,692 2-28-03 15,642 14,938 16,219 8-31-03 15,436 14,742 16,184 2-29-04 16,533 15,789 17,240 8-31-04 16,601 15,854 17,335 2-28-05 17,016 16,250 17,750 8-31-05 17,513 16,724 18,255 [Line chart with the heading "GROWTH OF $10,000." Within the chart are three lines. The first line represents the Lehman Brothers Municipal Bond Index and is equal to $18,255 as of August 31, 2005. The second line represents the value of the hypothetical $10,000 investment made in the John Hancock New York Tax-Free Income Fund, without sales charge, and is equal to $17,513 as of August 31, 2005. The third line represents the value of the same hypothetical investment made in the John Hancock New York Tax-Free Income Fund, with sales charge, and is equal to $16,724 as of August 31, 2005.] Class B 1 Class C 1 Period beginning 10-3-96 4-1-99 New York Tax-Free Income Fund $15,452 $13,128 Index 17,108 14,222 Assuming all distributions were reinvested for the period indicated, the table above shows the value of a $10,000 investment in the Fund's Class B and Class C shares, respectively, as of August 31, 2005. The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge effective July 15, 2004. Performance of the classes will vary based on the difference in sales charges paid by shareholders investing in the different classes and the fee structure of those classes. Lehman Brothers Municipal Bond Index is an unmanaged index that includes municipal bonds and is commonly used as a measure of bond performance. It is not possible to invest directly in an index. Index figures do not reflect sales charges and would be lower if they did. 1 No contingent deferred sales charge applicable. 7 YOUR EXPENSES These examples are intended to help you understand your ongoing operating expenses. Understanding fund expenses As a shareholder of the Fund, you incur two types of costs: * Transaction costs which include sales charges (loads) on purchases or redemptions (varies by share class), minimum account fee charge, etc. * Ongoing operating expenses including management fees, distribution and service fees (if applicable) and other fund expenses. We are going to present only your ongoing operating expenses here. Actual expenses/actual returns This example is intended to provide information about your fund's actual ongoing operating expenses, and is based on your fund's actual return. It assumes an account value of $1,000.00 on February 28, 2005, with the same investment held until August 31, 2005. Account value Expenses paid $1,000.00 Ending value during period on 2-28-05 on 8-31-05 ended 8-31-05 1 Class A $1,029.30 $5.58 Class B 1,025.70 9.12 Class C 1,025.70 9.12 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 August 31, 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 February 28, 2005, with the same investment held until August 31, 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 2-28-05 on 8-31-05 ended 8-31-05 1 Class A $1,019.70 $5.55 Class B 1,016.20 9.07 Class C 1,016.20 9.07 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 1.09%, 1.78% and 1.79% for Class A, Class B and Class C shares, respectively, multiplied by the average account value over the period, multiplied by number of days in most recent fiscal half-year/365 or 366 (to reflect the one-half year period). 9 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on August 31, 2005 This schedule has two main categories: tax-exempt long-term bonds and short-term investments. Tax-exempt long-term bonds are broken down by state or territory. Under each state or territory is a list of securities owned by the Fund. Short-term investments, which represent the Fund's cash position, are listed last. Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Tax-exempt long-term bonds 98.80% $64,634,616 (Cost $59,032,238) Florida 0.84% 550,280 Capital Trust Agency, Rev Seminole Tribe Convention Ser 2002A (G) 10.000% 10-01-33 BB $500 550,280 New York 85.27% 55,784,768 Albany Parking Auth, Rev Ref Ser 2001A 5.625 07-15-25 BBB+ 750 807,697 Chautauqua Tobacco Asset Securitization Corp, Rev Ref Asset Backed Bond 6.750 07-01-40 BBB 1,000 1,086,590 Erie County Tobacco Asset Securitization Corp, Rev Ref Asset Backed Bond Ser 2005A 5.000 06-01-38 BBB 1,000 993,380 Herkimer County Industrial Development Agency, Rev Ref Folts Adult Home Ser 2005A 5.500 03-20-40 Aaa 1,000 1,102,370 Islip Community Development Agency, Rev Ref NY Institute of Technology 7.500 03-01-26 AAA 1,500 1,564,425 Jay Street Development Corp, Rev Lease Jay Street Proj Ser 2001A-2 (P) 2.240 05-01-20 AA+ 100 100,000 Metropolitan Transportation Auth, Rev Serv Contract Commuter Facil Ser 3 7.375 07-01-08 A3 550 590,541 Monroe Newpower Corp, Rev Ref Pwr Facil 5.100 01-01-16 BBB 1,000 1,053,359 Nassau County Industrial Development Agency, Rev Ref Civic Facil North Shore Hlth Sys Projs Ser 2001A 6.250 11-01-21 A3 275 303,913 Rev Ref Civic Facil North Shore Hlth Sys Projs Ser 2001B 5.875 11-01-11 A3 330 361,515 New York, City of, Gen Oblig Unltd Preref Ser 1990B 8.250 06-01-07 A+ 180 196,148 Gen Oblig Unltd Ser 2001B 5.250 12-01-17 A+ 1,500 1,613,850 See notes to financial statements. 10 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value New York (continued) Gen Oblig Unltd Ser 2004J 5.000% 05-15-23 A+ $1,000 $1,058,520 Gen Oblig Unltd Unref Bal Ser 1990B 8.250 06-01-07 A+ 20 21,736 New York City Industrial Development Agency, Rev Civic Facil Lycee Francais de NY Proj Ser 2002A 5.375 06-01-23 A 1,000 1,049,760 Rev Civic Facil Polytechnic Univ Proj 6.125 11-01-30 BB+ 1,000 1,000,180 Rev Liberty 7 World Trade Ctr Ser 2005A (G) 6.250 03-01-15 BB 1,000 1,062,660 Rev Ref Brooklyn Navy Yard Cogen Partners 5.650 10-01-28 BBB- 1,000 1,003,840 Rev Spec Airport Facil Airis JFK I LLC Proj Ser 2001A 5.500 07-01-28 BBB- 1,000 1,016,710 New York City Municipal Water Finance Auth, Rev Preref Wtr & Swr Sys Ser 2000B 6.000 06-15-33 AA+ 740 840,884 Rev Ref Wtr & Swr Sys 5.500 06-15-33 AA+ 1,500 1,638,285 Rev Ref Wtr & Swr Sys Cap Apprec Ser 2001D Zero 06-15-20 AA+ 2,000 1,095,800 Rev Unref Bal Wtr & Swr Sys Ser 2000B 6.000 06-15-33 AA+ 460 518,811 Rev Wtr & Swr Sys Ser 2000C (P) 2.260 06-15-33 AA+ 100 100,000 New York City Transitional Finance Auth, Rev Future Tax Sec Ser 2000B 6.000 11-15-29 AAA 1,000 1,134,430 Rev Ref Future Tax Sec Ser 2002A (Zero to 11-01-11, then 14.000%) (O) Zero 11-01-29 AAA 1,000 801,040 New York City Trust For Cultural Resources, Rev Ref American Museum of Natural History Ser 2004A 5.000 07-01-36 AAA 1,000 1,065,240 New York Local Government Assistance Corp, Rev Ref Ser 1993C 5.500 04-01-17 AA 1,225 1,407,464 New York Mortgage Agency, Rev Ref Homeowner Mtg Ser 94 5.900 10-01-30 Aa1 495 520,215 New York State Dormitory Auth, Rev Cap Apprec FHA Insd Mtg Ser 2000B Zero 08-15-40 AAA 3,000 368,670 Rev Lease State Univ Dorm Facil Ser 2000A 6.000 07-01-30 AA- 1,000 1,136,850 Rev Lease State Univ Dorm Facil Ser 2004A 5.000 07-01-19 AAA 500 547,965 Rev Miriam Osborn Mem Home Ser 2000B 6.875 07-01-25 A 750 854,108 Rev North Shore L I Jewish Grp 5.375 05-01-23 A3 1,000 1,064,810 Rev Ref Concord Nursing Home Inc 6.500 07-01-29 Aa1 500 550,200 Rev Ref Ser 2002B 5.250 11-15-23 AA- 2,000 2,192,200 Rev Ref State Univ Edl Facil Ser 1993A 5.500 05-15-19 AA- 2,000 2,315,760 Rev Ref State Univ Edl Facil Ser 1993A 5.250 05-15-15 AAA 1,000 1,123,740 Rev Ref Univ of Rochester Defd Income Ser 2000A (Zero to 07-01-10, then 6.050%) (O) Zero 07-01-25 AAA 1,000 842,380 Rev State Univ Edl Facil Ser 2000B 5.375 05-15-23 AA- 1,000 1,106,810 Rev Unref City Univ 4th Ser 2001A 5.250 07-01-31 AA- 130 144,145 See notes to financial statements. 11 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value New York (continued) New York State Environmental Facilities Corp, Rev Ref Poll Control (P) 11.533% 06-15-11 AAA $500 $709,460 Rev Unref Bal Poll Control Ser 1991E 6.875 06-15-10 AAA 40 40,524 New York State Power Auth, Rev Ref Gen Purpose Ser 1990W 6.500 01-01-08 AAA 250 259,668 Onondaga County Industrial Development Agency, Rev Sr Air Cargo 6.125 01-01-32 Baa3 1,000 1,032,950 Orange County Industrial Development Agency, Rev Civic Facil Arden Hill Care Ctr Newburgh Ser 2001C (G) 7.000 08-01-31 BB 500 533,930 Port Auth of New York and New Jersey, Rev Cons Thirty Seventh Ser 2004 5.500 07-15-18 AAA 2,000 2,252,160 Rev Ref Spec Proj KIAC Partners Ser 4 (G) 6.750 10-01-19 BBB 1,500 1,578,135 Sales Tax Asset Receivables Corp, Rev Ser 2004A 5.250 10-15-27 AAA 1,000 1,101,940 Rev Ser 2004A 5.000 10-15-32 AAA 1,000 1,066,460 Suffolk County Industrial Development Agency, Rev Civic Facil Huntington Hosp Proj Ser 2002B 6.000 11-01-22 BBB 1,000 1,088,400 Triborough Bridge & Tunnel Auth, Rev Ref Gen Purpose Ser 1992Y 6.125 01-01-21 AAA 1,500 1,879,725 TSASC, Inc., Rev Tobacco Settlement Asset Backed Bond Ser 1 5.500 07-15-24 BBB 850 894,846 Upper Mohawk Valley Regional Water Finance Auth, Rev Wtr Sys Cap Apprec Zero 04-01-22 Aaa 2,230 1,121,133 Westchester County Healthcare Corp, Rev Ref Sr Lien Ser 2000A 6.000 11-01-30 B 1,150 1,154,945 Westchester Tobacco Asset Securitization Corp, Rev Ref Asset Backed Bond 5.000 06-01-26 BBB 1,000 1,014,580 Williamsville Central School District, Gen Oblig Unltd Ref 5.000 06-15-17 Aaa 1,390 1,527,791 Yonkers Industrial Development Agency, Rev Community Dev Pptys Yonkers Inc Ser 2001A 6.625 02-01-26 BBB- 1,000 1,171,120 See notes to financial statements. 12 FINANCIAL STATEMENTS Interest Maturity Credit Par value State, issuer, description rate date rating (A) (000) Value Puerto Rico 9.34% $6,110,392 Puerto Rico Aqueduct and Sewer Auth, Rev Ref Inverse Floater (Gtd) (P) 9.120% 07-01-11 AAA $2,000 2,541,360 Puerto Rico, Commonwealth of, Gen Oblig Unltd Ser 975 (P) 7.300 07-01-18 Aaa 500 598,605 Puerto Rico Public Building Auth, Rev Govt Facil Ser 1995A (Gtd) 6.250 07-01-12 AAA 1,110 1,307,314 Puerto Rico Public Finance Corp, Rev Preref Commonwealth Approp Ser 2002E 5.500 08-01-29 BBB- 1,005 1,126,766 Rev Unref Bal Commonwealth Approp Ser 2002E 5.500 08-01-29 BBB- 495 536,347 Virgin Islands 3.35% 2,189,176 Virgin Islands Public Finance Auth, Rev Ref Gross Receipts Tax Ln Note Ser 1999A 6.500 10-01-24 BBB 535 605,866 Rev Sub Lien Fund Ln Notes Ser 1998E (G) 5.875 10-01-18 BB+ 1,500 1,583,310 Interest Par value Issuer, description, maturity date rate (000) Value Short-term investments 0.08% $55,000 (Cost $55,000) Joint Repurchase Agreement 0.08% 55,000 Investment in a joint repurchase agreement transaction with Morgan Stanley -- Dated 8-31-05, due 9-1-05 (secured by U.S. Treasury Inflation Indexed Note 1.875%, due 7-15-13) 3.550% $55 55,000 Total investments 98.88% $64,689,616 Other assets and liabilities, net 1.12% $734,091 Total net assets 100.00% $65,423,707 (A) Credit ratings are unaudited and are rated by Moody's Investors Service or Fitch where Standard & Poor's ratings are not available, unless indicated otherwise. (G) Security rated internally by John Hancock Advisers, LLC. (O) Cash interest will be paid on this obligation at the stated rate beginning on the stated date. (P) Represents rate in effect on August 31, 2005. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 13 FINANCIAL STATEMENTS ASSETS AND LIABILITIES August 31, 2005 This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value and the maximum offering price per share. Assets Investments at value (cost $59,087,238) $64,689,616 Cash 236 Receivable for shares sold 986 Interest receivable 842,536 Other assets 5,162 Total assets 65,538,536 Liabilities Payable for shares repurchased 15,477 Dividends payable 6,562 Payable to affiliates Management fees 29,396 Distribution and service fees 4,738 Other 5,259 Other payables and accrued expenses 53,397 Total liabilities 114,829 Net assets Capital paid-in 60,569,395 Accumulated net realized loss on investments and swap contracts (767,138) Net unrealized appreciation of investments 5,602,378 Accumulated net investment income 19,072 Net assets $65,423,707 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 ($43,675,006 [DIV] 3,463,576 shares) $12.61 Class B ($17,232,456 [DIV] 1,366,590 shares) $12.61 Class C ($4,516,245 [DIV] 358,156 shares) $12.61 Maximum offering price per share Class A 1 ($12.61 [DIV] 95.5%) $13.20 1 On single retail sales of less than $100,000. On sales of $100,000 or more and on group sales the offering price is reduced. See notes to financial statements. 14 FINANCIAL STATEMENTS OPERATIONS For the year ended August 31, 2005 This Statement of Operations summarizes the Fund's investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. Investment income Interest $3,467,310 Total investment income 3,467,310 Expenses Investment management fees 330,990 Class A distribution and service fees 129,187 Class B distribution and service fees 184,717 Class C distribution and service fees 46,639 Transfer agent fees 51,593 Custodian fees 29,704 Professional fees 28,341 Printing 23,451 Miscellaneous 20,870 Accounting and legal services fees 15,708 Trustees' fees 3,128 Interest 1,365 Registration and filing fees 783 Total expenses 866,476 Less expense reductions (2,520) Net expenses 863,956 Net investment income 2,603,354 Realized and unrealized gain (loss) Net realized gain (loss) on Investments 388,216 Swap contracts (93,916) Change in net unrealized appreciation (depreciation) of investments 482,944 Net realized and unrealized gain 777,244 Increase in net assets from operations $3,380,598 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 Year ended ended 8-31-04 8-31-05 Increase (decrease) in net assets From operations Net investment income $2,886,629 $2,603,354 Net realized gain 309,089 294,300 Change in net unrealized appreciation (depreciation) 1,811,987 482,944 Increase in net assets resulting from operations 5,007,705 3,380,598 Distributions to shareholders From net investment income Class A (1,946,203) (1,795,694) Class B (760,239) (641,513) Class C (176,133) (161,892) (2,882,575) (2,599,099) From Fund share transactions (6,137,757) (3,433,083) Net assets Beginning of period 72,087,918 68,075,291 End of period 1 $68,075,291 $65,423,707 1 Includes accumulated net investment income of $19,071, and $19,072, respectively. See notes to financial statements. 16 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS CLASS A SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since the end of the previous period. Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 2 0.58 0.58 0.56 0.54 0.52 Net realized and unrealized gain (loss) on investments 0.75 (0.09) (0.38) 0.36 0.15 Total from investment operations 1.33 0.49 0.18 0.90 0.67 Less distributions From net investment income (0.58) (0.58) (0.56) (0.54) (0.52) Net asset value, end of period $12.57 $12.48 $12.10 $12.46 $12.61 Total return 3 (%) 11.54 4 4.04 4 1.43 4 7.54 4 5.50 Ratios and supplemental data Net assets, end of period (in millions) $48 $49 $46 $44 $44 Ratio of expenses to average net assets (%) 0.97 1.05 1.00 1.01 1.06 Ratio of adjusted expenses to average net assets 5 (%) 1.12 1.06 1.02 1.02 -- Ratio of net investment income to average net assets (%) 4.77 4.71 4.55 4.35 4.18 Portfolio turnover (%) 54 36 17 43 25 See notes to financial statements. 17 FINANCIAL HIGHLIGHTS CLASS B SHARES Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 2 0.49 0.49 0.47 0.45 0.43 Net realized and unrealized gain (loss) on investments 0.75 (0.09) (0.38) 0.36 0.15 Total from investment operations 1.24 0.40 0.09 0.81 0.58 Less distributions From net investment income (0.49) (0.49) (0.47) (0.45) (0.43) Net asset value, end of period $12.57 $12.48 $12.10 $12.46 $12.61 Total return 3 (%) 10.76 4 3.31 4 0.72 4 6.80 4 4.77 Ratios and supplemental data Net assets, end of period (in millions) $17 $23 $22 $20 $17 Ratio of expenses to average net assets (%) 1.67 1.75 1.70 1.71 1.76 Ratio of adjusted expenses to average net assets 5 (%) 1.82 1.76 1.72 1.72 -- Ratio of net investment income to average net assets (%) 4.07 4.01 3.85 3.65 3.48 Portfolio turnover (%) 54 36 17 43 25 See notes to financial statements. 18 FINANCIAL HIGHLIGHTS CLASS C SHARES Period ended 8-31-01 8-31-02 1 8-31-03 8-31-04 8-31-05 Per share operating performance Net asset value, beginning of period $11.82 $12.57 $12.48 $12.10 $12.46 Net investment income 2 0.50 0.49 0.47 0.45 0.43 Net realized and unrealized gain (loss) on investments 0.75 (0.09) (0.38) 0.36 0.15 Total from investment operations 1.25 0.40 0.09 0.81 0.58 Less distributions From net investment income (0.50) (0.49) (0.47) (0.45) (0.43) Net asset value, end of period $12.57 $12.48 $12.10 $12.46 $12.61 Total return 3 (%) 10.77 4 3.31 4 0.72 4 6.80 4 4.77 Ratios and supplemental data Net assets, end of period (in millions) $1 $3 $5 $5 $5 Ratio of expenses to average net assets (%) 1.67 1.75 1.70 1.71 1.76 Ratio of adjusted expenses to average net assets 5 (%) 1.82 1.76 1.72 1.72 -- Ratio of net investment income to average net assets (%) 4.07 4.01 3.81 3.65 3.48 Portfolio turnover (%) 54 36 17 43 25 1 As required, effective 9-1-01 the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies, as revised, relating to the amortization of premiums and accretion of discounts on debt securities. This change had no effect on per share amounts for the year ended 8-31-02 and, had the Fund not made these changes to amortization and accretion, the ratio of net investment income to average net assets would have been 4.69%, 3.99% and 3.99%, for Class A, Class B and Class C shares, respectively. Per share ratios and supplemental data for periods prior to 9-1-01, have not been restated to reflect this change in presentation. 2 Based on the average of the shares outstanding. 3 Assumes dividend reinvestment and does not reflect the effect of sales charges. 4 Total returns would have been lower had certain expenses not been reduced during the periods shown. 5 Does not take into consideration expense reductions during the periods shown. See notes to financial statements. 19 NOTES TO STATEMENTS Note A Accounting policies John Hancock New York Tax-Free Income Fund (the "Fund") is a non-diversified series of John Hancock Tax-Exempt Series Fund, an open-end management investment company registered under the Investment Company Act of 1940. The Fund seeks a high level of current income, consistent with the preservation of capital, that is exempt from federal, New York State and New York City personal income taxes. Since the Fund invests primarily in New York state issuers, the Fund may be affected by political, economic or regulatory developments in the state of New York. The Trustees have authorized the issuance of multiple classes of shares of the Fund, designated as Class A, Class B and Class C shares. The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, except that certain expenses, subject to the approval of the Trustees, may be applied differently to each class of shares in accordance with current regulations of the Securities and Exchange Commission and the Internal Revenue Service. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less may be valued at amortized cost, which approximates market value. 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 20 realized gains and losses on sales of investments are determined on the identified cost basis. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. Class allocations Income, common expenses and realized and unrealized gains (losses) are determined at the fund level and allocated daily to each class of shares based on the appropriate net asset value of the respective classes. Distribution and service fees, if any, are calculated daily at the class level based on the appropriate net asset value of each class and the specific expense rate(s) applicable to each class. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative size of the funds. Bank borrowings The Fund is permitted to have bank borrowings for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Fund has entered into a syndicated line of credit agreement with various banks. This agreement enables the Fund to participate, with other funds managed by the Adviser, in an unsecured line of credit with banks, which permits borrowings of up to $250 million, collectively. Interest is charged to each fund based on its borrowing. In addition, a commitment fee is charged to each fund based on the average daily unused portion of the line of credit, and is allocated among the participating funds. The Fund had no borrowing activity under the line of credit during the year ended August 31, 2005. Swap contracts The Fund may enter into swap transactions in order to hedge the value of the Fund's portfolio against interest rate fluctuations or to enhance the Fund's income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis. The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts is recorded as realized gain (loss). Swap contracts are subject to risks related to the counterparty's ability to perform under the contract, and may decline in value if the counterparty's creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions. The Fund had no interest rate swap contracts open on August 31, 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 re quired. For federal income tax purposes, the Fund has $717,524 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 21 Fund, no capital gain dis tributions will be made. The loss carry forward expires as follows: August 31, 2008 -- $119,641, August 31, 2010 -- $181,898, August 31, 2011 -- $414,533 and August 31, 2012 -- $1,452. Interest and distributions Interest income on investment securities is recorded on the accrual basis. The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. The Fund's net investment income is declared daily as dividends to shareholders of record as of the close of business on the preceding day, and distributed monthly. During the year ended August 31, 2004, the tax character of distributions paid was as follows: ordinary income $4,797 and exempt income $2,877,778. During the year ended August 31, 2005, the tax character of distributions paid was as follows: ordinary income $2,692 and exempt income $2,596,407. Distributions paid by the Fund with respect to each class of shares are calculated in the same manner, at the same time and are in the same amount, except for the effect of expenses that may be applied differently to each class. As of August 31, 2005, the components of distributable earnings on a tax basis in cluded $29,608 of undistributed exempt income. Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. Note B Management fee and transactions with affiliates and others The Fund has an investment management contract with the Adviser. Under the investment management contract, the Fund pays a monthly management fee to the Adviser equivalent, on an annual basis, to the sum of: (a) 0.50% of the first $250,000,000 of the Fund's average daily net asset value, (b) 0.45% of the next $250,000,000, (c) 0.425% of the next $500,000,000, (d) 0.40% of the next $250,000,000 and (e) 0.30% of the Fund's average daily net asset value in excess of $1,250,000,000. The Fund has an agreement with its custodian bank, under which custody fees are reduced by balance credits applied during the year. Accordingly, the expense reductions related to custody fee offsets amounted to $2,520, which had no impact on the Fund's ratio of expenses to average net assets, for the year ended August 31, 2005. If the Fund had not entered into this agreement, the assets not invested, on which these balance credits were earned, could have produced taxable income. The Fund has Distribution Plans with John Hancock Funds, LLC ("JH Funds"), a wholly owned subsidiary of the Adviser. The Fund has adopted Distribution Plans with respect to Class A, Class B and Class C, pursuant to Rule 12b-1 under the Investment Company Act of 1940, to reimburse JH Funds for the services it provides as distributor of shares of the Fund. Accordingly, the Fund makes monthly payments to JH Funds at an annual rate not to exceed 0.30% of Class A average daily net asset value and 1.00% of Class B and Class C average daily net asset values. A maximum of 0.25% of such payments may be service fees, as defined by the Conduct Rules of the National Association of 22 Securities Dealers. Under the Conduct Rules, curtailment of a portion of the Fund's 12b-1 payments could occur under certain circumstances. Class A shares are assessed up-front sales charges. During the year ended August 31, 2005, JH Funds received net up-front sales charges of $63,633 with regard to sales of Class A shares. Of this amount, $8,384 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $43,268 was paid as sales commissions to unrelated broker-dealers and $11,981 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 year ended August 31, 2005, CDSCs received by JH Funds amounted to $48,005 for Class B shares and $1 for Class C shares. The Fund has a transfer agent agreement with John Hancock Signature Services, Inc. ("Signature Services"), an indirect subsidiary of JHLICo. The Fund pays a monthly transfer agent fee at an annual rate of 0.01% of each class's average daily net asset values, plus a fee based on the number of shareholder accounts and reimbursement for certain out-of-pocket expenses, aggregated and allocated to each class on the basis of its relative net asset value. Signature Services agreed to voluntarily reduce the Fund's asset-based portion of the transfer agent fee if the total monthly transfer agent fee exceeds the Lipper, Inc. median transfer agency fee for comparable mutual funds by 0.05%. There were no transfer agent fee reductions during the year ended August 31, 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 year amounted to $15,708. The Fund also paid the Adviser the amount of $333 for certain publishing services, included in the printing fees and the amount of $926 for certain compliance costs, included in the miscellaneous expenses. Mr. James R. Boyle is an officer of certain affiliates of the Adviser, as well as an affiliated Trustee of the Fund, and is compensated by the Adviser and/or its affiliates. The compensation of other 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, reinvested and repurchased during the last two periods, along with the corresponding dollar value. Year ended 8-31-04 Year ended 8-31-05 Shares Amount Shares Amount Class A shares Sold 261,614 $3,225,240 275,656 $3,450,163 Distributions reinvested 108,586 1,341,333 99,529 1,245,508 Repurchased (638,810) (7,903,509) (411,025) (5,140,957) Net decrease (268,610) ($3,336,936) (35,840) ($445,286) Class B shares Sold 88,132 $1,094,355 76,183 $951,422 Distributions reinvested 37,194 459,459 29,637 370,864 Repurchased (339,246) (4,186,969) (322,709) (4,037,119) Net decrease (213,920) ($2,633,155) (216,889) ($2,714,833) Class C shares Sold 40,987 $512,456 29,713 $371,933 Distributions reinvested 7,971 98,301 8,575 107,317 Repurchased (62,813) (778,423) (60,071) (752,214) Net decrease (13,855) ($167,666) (21,783) ($272,964) Net decrease (496,385) ($6,137,757) (274,512) ($3,433,083) Note D Investment transactions Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the year ended August 31, 2005, aggregated $16,093,296 and $19,779,133, respectively. The cost of investments owned on August 31, 2005, including short-term investments, for federal income tax purposes, was $59,059,390. Gross unrealized appreciation and depreciation of investments aggregated $5,630,226 and zero, respectively, resulting in net unrealized appreciation of $5,630,226. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to accretion of discounts on debt securities. Note E Reclassification of accounts During the year ended August 31, 2005, the Fund reclassified amounts to reflect a decrease in accumulated net realized loss on investments of $64, a decrease in accumulated net investment income of $4,254 and an increase in capital paid-in of $4,190. This represents the amount necessary to report these balances on a tax basis, excluding certain temporary differences, as of August 31, 2005. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the net asset value of the Fund, are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America, book and tax differences in accounting for deferred compensation and accretion of market discount tax adjustment. The calculation of net investment income per share in the Fund's Financial Highlights excludes these adjustments. 24 Shareholder meeting (unaudited) On December 1, 2004, a Special Meeting of shareholders of the Fund was held to elect nine Trustees effective January 1, 2005. Proxies covering 3,858,905 shares of beneficial interest were voted at the meeting. The shareholders elected the following Trustees to serve until their respective successors are duly elected and qualified, with the votes tabulated as follows: WITHHELD FOR AUTHORITY - ---------------------------------------------------------------- James F. Carlin 3,829,012 29,893 Richard P. Chapman, Jr. 3,829,271 29,634 William H. Cunningham 3,830,174 28,731 Ronald R. Dion 3,829,915 28,990 Charles L. Ladner 3,829,915 28,990 Dr. John A. Moore 3,829,271 29,634 Patti McGill Peterson 3,830,174 28,731 Steven R. Pruchansky 3,829,915 28,990 James A. Shepherdson* 3,830,174 28,731 * Mr. James A. Shepherdson resigned effective July 15, 2005. 25 AUDITORS' REPORT Report of Independent Registered Public Accounting Firm To the Board of Trustees and Shareholders of John Hancock New York Tax-Free Income Fund, In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock New York Tax-Free Income Fund (the "Fund") at August 31, 2005, the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts October 11, 2005 26 TAX INFORMATION Unaudited For federal income tax purposes, the following information is furnished with respect to the distributions of the Fund, if any, paid during its taxable year ended August 31, 2005. None of the 2005 income dividends qualify for the corporate dividends-received deduction. Shareholders who are not subject to the alternative minimum tax received income dividends that are 99.90% tax-exempt. The percentage of income dividends from the Fund subject to the alternative minimum tax is 11.76%. None of the income dividends were derived from U.S. Treasury Bills. For specific information on exception provisions in your state, consult your local state tax officer or your tax adviser. Shareholders will be mailed a 2005 U.S. Treasury Department Form 1099-DIV in January 2006. This will reflect the total of all distributions that are taxable for calendar year 2005. 27 Board Consideration of and Continuation of Investment Advisory Agreement: John Hancock New York Tax-Free Income Fund Section 15(c) of the Investment Company Act of 1940 (the "1940 Act") requires the Board of Trustees (the "Board") of John Hancock Tax-Exempt Series Fund (the "Trust"), including a majority of the Trustees who have no direct or indirect interest in the investment advisory agreement and are not "interested persons" of the Trust, as defined in the 1940 Act (the "Independent Trustees"), annually to review and consider the continuation of the investment advisory agreement (the "Advisory Agreement") with John Hancock Advisers, LLC (the "Adviser") for the John Hancock New York Tax-Free Income Fund (the "Fund"). At meetings held on May 19-20 and June 6-7, 2005, the Board, including the Independent Trustees, considered the factors and reached the conclusions described below relating to the selection of the Adviser and the continuation of the Advisory Agreement. During such meetings, the Board's Contracts/Operations Committee and the Independent Trustees also met in executive sessions with their independent legal counsel. In evaluating the Advisory Agreement, the Board, including the Contracts/Operations Committee and the Independent Trustees, reviewed a broad range of information requested for this purpose by the Independent Trustees, including but not limited to the following: (i) the investment performance of the Fund and a broader universe of relevant funds (the "Universe") selected by Lipper Inc. ("Lipper"), an independent provider of investment company data, for a range of periods, (ii) advisory and other fees incurred by, and the expense ratios of, the Fund and a peer group of comparable funds selected by Lipper (the "Peer Group"), (iii) the advisory fees of comparable portfolios of other clients of the Adviser, (iv) the Adviser's financial results and condition, including its and certain of its affiliates' profitability from services performed for the Fund, (v) breakpoints in the Fund's and the Peer Group's fees and a study undertaken at the direction of the Independent Trustees as to the allocation of the benefits of economies of scale between the Fund and the Adviser, (vi) the Adviser's record of compliance with applicable laws and regulations, with the Fund's investment policies and restrictions, and with the Fund's Code of Ethics and the structure and responsibilities of the Adviser's compliance department, (vii) the background and experience of senior management and investment professionals, and (viii) the nature, cost and character of advisory and non-investment management services provided by the Adviser and its affiliates. Nature, extent and quality of services The Board considered the ability of the Adviser, based on its resources, reputation and other attributes, to attract and retain qualified investment professionals, including research, advisory, and supervisory personnel. The Board further considered the compliance programs and compliance records of the Adviser. In addition, the Board took into account the administrative services provided to the Fund by the Adviser and its affiliates. Based on the above factors, together with those referenced below, the Board concluded that, within the context of its full deliberations, the nature, extent and quality of the investment advisory services provided to the Fund by the Adviser were sufficient to support renewal of the Advisory Agreement. Fund performance The Board considered the performance results for the Fund over various time periods. The Board also considered these results in comparison to the 28 performance of the Universe, as well as the Fund's benchmark indexes. Lipper determined the Universe for the Fund. The Board reviewed with a representative of Lipper the methodology used by Lipper to select the funds in the Universe and the Peer Group. The Board noted that the performance of the Fund was consistently higher than the median and average performance of its Universe, and was higher than or not appreciably lower than the performance of its benchmark indexes, the Lipper New York Municipal Debt Funds Index and the Lehman Municipal Bond Index, for the time periods under review. Investment advisory fee rates and expenses The Board reviewed and considered the contractual investment advisory fee rate payable by the Fund to the Adviser for investment advisory services (the "Advisory Agreement Rate"). The Board received and considered information comparing the Advisory Agreement Rate with the advisory fees for the Peer Group. The Board noted that the Advisory Agreement Rate was equal to the median rate of the Peer Group. The Board concluded that the Advisory Agreement Rate was reasonable in relation to the services provided. The Board received and considered information regarding the Fund's total operating expense ratio and its various components, including contractual advisory fees, actual advisory fees, non-management fees, Rule 12b-1 and non-Rule 12b-1 service fees, transfer agent fees and custodian fees, including and excluding Rule 12b-1 and non-Rule 12b-1 service fees. The Board also considered comparisons of these expenses to the expense information for the Peer Group and the Universe. The Board noted that the total operating expense ratio of the Fund was higher than the Peer Group's and Universe's median total operating expense ratio. The Board also noted that contributors to such difference were the Fund's transfer agency, Rule 12b-1 and non-Rule 12b-1 service fees and custodian expenses. The Board favorably considered the Adviser's and transfer agent's commitment to developing initiatives designed to reduce their overall fees and expenses. The Adviser also discussed the Lipper data and rankings, and other relevant information, for the Fund. Based on the above-referenced considerations and other factors, the Board concluded that the Fund's overall performance and plans to reduce the Fund's overall fees and expenses supported the re-approval of the Advisory Agreement. Profitability The Board received and considered a detailed profitability analysis of the Adviser based on the Advisory Agreement, as well as on other relationships between the Fund and the Adviser and its affiliates. The Board concluded that, in light of the costs of providing investment management and other services to the Fund, the profits and other ancillary benefits reported by the Adviser were not unreasonable. Economies of scale The Board received and considered general information regarding economies of scale with respect to the management of the Fund, including the Fund's ability to appropriately benefit from economies of scale under the Fund's fee structure. The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board's understanding that most of the Adviser's costs are not specific to individual Funds, but rather are incurred across a variety of products and services. To the extent the Board and the Adviser were able to identify actual or potential economies of scale from Fund-specific or allocated expenses, in order to ensure 29 that any such economies continue to be reasonably shared with the Fund as its assets increase, the Adviser and the Board agreed to continue the existing breakpoints. Information about services to other clients The Board also received information about the nature, extent and quality of services and fee rates offered by the Adviser to its other clients, including other registered investment companies, institutional investors and separate accounts. The Board concluded that the Advisory Agreement Rate was not unreasonable, taking into account fee rates offered to others by the Adviser and giving effect to differences in services covered by such fee rates. Other benefits to the Adviser The Board received information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of the Adviser's relationship with the Fund. Such benefits could include, among others, benefits directly attributable to the relationship of the Adviser with the Fund and benefits potentially derived from an increase in the business of the Adviser as a result of its relationship with the Fund (such as the ability to market to shareholders other financial products offered by the Adviser and its affiliates). The Board also considered the effectiveness of the Adviser's and the Fund's policies and procedures for complying with the requirements of the federal securities laws, including those relating to best execution of portfolio transactions and brokerage allocation. Other factors and broader review As discussed above, the Board reviewed detailed materials received from the Adviser as part of the annual re-approval process under Section 15(c) of the 1940 Act. The Board also regularly reviews and assesses the quality of the services that the Fund receives throughout the year. In this regard, the Board reviews reports of the Adviser at least quarterly, which include, among other things, a detailed portfolio review, detailed fund performance reports and compliance reports. In addition, the Board meets with portfolio managers and senior investment officers at various times throughout the year. After considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board concluded that approval of the continuation of the Advisory Agreement for the Fund was in the best interest of the Fund and its shareholders. Accordingly, the Board unanimously approved the continuation of the Advisory Agreement. 30 TRUSTEES & OFFICERS This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees. Independent Trustees Name, age Number of Position(s) held with Fund Trustee John Hancock Principal occupation(s) and other of Fund funds overseen directorships during past 5 years since 1 by Trustee Ronald R. Dion, Born: 1946 2005 53 Independent Chairman (since 2005); Chairman and Chief Executive Officer, R.M. Bradley & Co., Inc.; Director, The New England Council and Massachusetts Roundtable; Trustee, North Shore Medical Center; Director, Boston Stock Exchange; Director, BJ's Wholesale Club, Inc. and a corporator of the Eastern Bank; Trustee, Emmanuel College; Director, Boston Municipal Research Bureau; Member of the Advisory Board, Carroll Graduate School of Management at Boston College. James F. Carlin, Born: 1940 2005 53 Director and Treasurer, Alpha Analytical Inc. (analytical laboratory) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995); Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (since 1996); Director and Treasurer, Rizzo Associates (engineering) (until 2000); Chairman and CEO, Carlin Consolidated, Inc. (management/investments) (since 1987); Director and Partner, Proctor Carlin & Co., Inc. (until 1999); Trustee, Massachusetts Health and Education Tax Exempt Trust (since 1993); Director of the following: Uno Restaurant Corp. (until 2001), Arbella Mutual (insurance) (until 2000), HealthPlan Services, Inc. (until 1999), Flagship Healthcare, Inc. (until 1999), Carlin Insurance Agency, Inc. (until 1999); Chairman, Massachusetts Board of Higher Education (until 1999). Richard P. Chapman, Jr., 2 Born: 1935 1987 53 President and Chief Executive Officer, Brookline Bancorp Inc. (lending) (since 1972); Director, Lumber Insurance Co. (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William H. Cunningham, Born: 1944 2005 148 Former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Chairman and CEO, IBT Technologies (until 2001); Director of the following: The University of Texas Investment Management Company (until 2000), Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (electronic manufacturing) (until 2001), Symtx, Inc. (electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle Foods Corporation (until 2003), rateGenius (Internet 31 Independent Trustees (continued) Name, age Number of Position(s) held with Fund Trustee John Hancock Principal occupation(s) and other of Fund funds overseen directorships during past 5 years since 1 by Trustee William H. Cunningham, Born: 1944 (continued) 2005 148 service) (until 2003), Jefferson-Pilot Corporation (diversified life insurance company) (since 1985), New Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures (until 2001), LBJ Foundation (until 2000), Golfsmith International, Inc. (until 2000), Metamor Worldwide (until 2000), AskRed.com (until 2001), Southwest Airlines (since 2000) and Introgen (since 2000); Advisory Director, Q Investments (until 2003); Advisory Director, Chase Bank (formerly Texas Commerce Bank -- Austin) (since 1988), LIN Television (since 2002), WilTel Communications (until 2003) and Hayes Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003). Charles L. Ladner, 2 Born: 1938 2004 148 Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice President and Director for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). John A. Moore, 2 Born: 1939 1996 53 President and Chief Executive Officer, Institute for Evaluating Health Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). Patti McGill Peterson, 2 Born: 1943 1996 53 Executive Director, Council for International Exchange of Scholars and Vice President, Institute of International Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; Director, Niagara Mohawk Power Corporation (until 2003); Director, Ford Foundation, International Fellowships Program (since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational Exchange (since 2003). Steven R. Pruchansky, Born: 1944 2005 53 Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real estate) (since 2001); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Non-Independent Trustee 3 James R. Boyle, Born: 1959 2005 148 President, John Hancock Annuities; Executive Vice President, John Hancock Life Insurance Company (since June, 2004); President U.S. Annuities; Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (prior to 2004). 32 Principal officers who are not Trustees Name, age Position(s) held with Fund Officer Principal occupation(s) and of Fund directorships during past 5 years since Keith F. Hartstein, Born: 1956 2005 President and Chief Executive Officer Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief Executive Officer, John Hancock Advisers, LLC (the "Adviser") and The Berkeley Financial Group, LLC ("The Berkeley Group") (holding company); Director, President and Chief Executive Officer, John Hancock Funds, LLC ("John Hancock Funds"); Director, President and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp."); Director, John Hancock Signature Services, Inc.; President, John Hancock Trust; Chairman and President, NM Capital Management, Inc. (NM Capital) (since 2005); Chairman, Investment Company Institute Sales Force Marketing Committee (since 2003); Executive Vice President, John Hancock Funds (until 2005). William H. King, Born: 1952 1988 Vice President and Treasurer Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001). Francis V. Knox, Jr., Born: 1947 2005 Vice President and Chief Compliance Officer Vice President and Chief Compliance Officer for John Hancock Investment Company, John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company and John Hancock Funds (since 2005); Fidelity Investments -- Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Fidelity Investments -- Vice President and Ethics & Compliance Officer (until 2001). John G. Vrysen, Born: 1955 2005 Executive Vice President and Chief Financial Officer Executive Vice President and Chief Financial Officer, the Adviser, Sovereign Asset Management Corp., the Berkeley Financial Group, LLC and John Hancock Funds, LLC (since 2005); Vice President and General Manager, Fixed Annuities, U.S. Wealth Management (until 2005); Vice President, Operations, Manulife Wood Logan (July 2000 thru September 2004). The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805. The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available, without charge, upon request, by calling 1-800-225-5291. 1 Each Trustee serves until resignation, retirement age or until his or her successor is elected. 2 Member of Audit Committee. 3 Non-independent Trustees hold positions with the Fund's investment adviser, underwriter and certain other affiliates. 33 OUR FAMILY OF FUNDS - --------------------------------------------------------- Equity Balanced Fund Classic Value Fund Core Equity Fund Focused Equity Fund Growth Trends Fund International Fund Large Cap Equity Fund Large Cap Select Fund Mid Cap Growth Fund Multi Cap Growth Fund Small Cap Equity Fund Small Cap Growth Fund Sovereign Investors Fund U.S. Global Leaders Growth Fund - --------------------------------------------------------- Allocation Allocation Growth + Value Portfolio Allocation Core Portfolio - --------------------------------------------------------- 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 - --------------------------------------------------------- For more complete information on any John Hancock Fund and a prospectus, which includes charges and expenses, call your financial professional, or John Hancock Funds at 1-800-225-5291. Please read the prospectus carefully before investing or sending money. 34 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 35 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. - ------------------------------------------------- 36 For more information The Fund's proxy voting policies, procedures and records are available without charge, upon request: By phone On the Fund's Web site On the SEC's Web site 1-800-225-5291 www.jhfunds.com/proxy www.sec.gov Investment adviser John Hancock Advisers, LLC 601 Congress Street Boston, MA 02210-2805 Principal distributor John Hancock Funds, LLC 601 Congress Street Boston, MA 02210-2805 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer agent John Hancock Signature Services, Inc. 1 John Hancock Way, Suite 1000 Boston, MA 02217-1000 Legal counsel Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109-1803 Independent registered public accounting firm PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 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 380 Stuart Street Boston, MA 02116 Phone Customer service representatives 1-800-225-5291 24-hour automated information 1-800-338-8080 TDD line 1-800-554-6713 A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the Securities and Exchange Commission's Web site, www.sec.gov. 37 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 1-800-225-5291 1-800-554-6713 (TDD) 1-800-338-8080 EASI-Line www.jhfunds.com Now available: electronic delivery www.jhfunds.com/edelivery This report is for the information of the shareholders of John Hancock New York Tax-Free Income Fund. 7600A 8/05 10/05 ITEM 2. CODE OF ETHICS. As of the end of the period, August 31, 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. Charles L. Ladner is the audit committee financial expert and is "independent", pursuant to general instructions on Form N-CSR Item 3. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Audit Fees The aggregate fees billed for professional services rendered by the principal accountant(s) for the audit of the registrant's annual financial statements or services that are normally provided by the accountant(s) in connection with statutory and regulatory filings or engagements amounted to $39,000 for the fiscal year ended August 31, 2004 (broken out as follows: John Hancock Massachusetts Tax-Free Income Fund - $19,500 and John Hancock New York Tax-Free Income Fund - $19,500) and $40,870 for the fiscal year ended August 31, 2005 (broken out as follows: John Hancock Massachusetts Tax-Free Income Fund - $20,435 and John Hancock New York Tax-Free Income Fund - $20,435). These fees were billed to the registrant and were approved by the registrant's audit committee. (b) Audit-Related Services There were no audit-related fees during the fiscal year ended August 31, 2004 and fiscal year ended August 31, 2005 billed to the registrant or to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant ("control affiliates"). (c) Tax Fees The aggregate fees billed for professional services rendered by the principal accountant(s) for the tax compliance, tax advice and tax planning ("tax fees") amounted to $6,400 for the fiscal year ended August 31, 2004 (broken out as follows: John Hancock Massachusetts Tax-Free Income Fund - $3,200 and John Hancock New York Tax-Free Income Fund - $3,200) and $6,800 for the fiscal year ended August 31, 2005 (broken out as follows: John Hancock Massachusetts Tax-Free Income Fund - $3,400 and John Hancock New York Tax-Free Income Fund - $3,400). The nature of the services comprising the tax fees was the review of the registrant's income tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrant's audit committee. There were no tax fees billed to the control affiliates. (d) All Other Fees There were no other fees during the fiscal year ended August 31, 2004 and fiscal year ended August 31, 2005 billed to the registrant or to the control affiliates. (e)(1) See attachment "Approval of Audit, Audit-related, Tax and Other Services", with the audit committee pre-approval policies and procedures. (e)(2) There were no fees that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended August 31, 2004 and August 31, 2005 on behalf of the registrant or on behalf of the control affiliates that relate directly to the operations and financial reporting of the registrant. (f) According to the registrant's principal accountant, for the fiscal year ended August 31, 2005, the percentage of hours spent on the audit of the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons who were not full-time, permanent employees of principal accountant was less than 50%. (g) The aggregate non-audit fees billed by the registrant's accountant(s) for services rendered to the registrant and rendered to the registrant's control affiliates for each of the last two fiscal years of the registrant were $11,400 for the fiscal year ended August 31, 2004, and $128,631 for the fiscal year ended August 31, 2005. (h) The audit committee of the registrant has considered the non-audit services provided by the registrant's principal accountant(s) to the control affiliates and has determined that the services that were not pre-approved are compatible with maintaining the principal accountant(s)' independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant has a separately-designated standing audit committee comprised of independent trustees. The members of the audit committee are as follows: Dr. John A. Moore - Chairman Richard P. Chapman, Jr. Charles L. Ladner Patti McGill Peterson ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The registrant has adopted procedures by which shareholders August 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) Approval of Audit, Audit-related, Tax and Other Services is attached. (c)(2) 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)(3) 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 Tax-Exempt Series Fund By: /s/ Keith F. Hartstein ------------------------------------- Keith F. Hartstein President and Chief Executive Officer Date: October 27, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Keith F. Hartstein ------------------------------------- Keith F. Hartstein President and Chief Executive Officer Date: October 27, 2005 By: /s/ John G. Vrysen ------------------------------------- John G. Vrysen Executive Vice President and Chief Financial Officer Date: October 27, 2005