| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| FORM N-Q | |
| QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED | |
| MANAGEMENT INVESTMENT COMPANIES | |
| Investment Company Act file number 811- 21202 | |
| John Hancock Preferred Income Fund II | |
| (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 Counsel and 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: | July 31 |
| Date of reporting period: | October 31, 2008 |
ITEM 1. SCHEDULE OF INVESTMENTS
John Hancock Preferred Income Fund II
Securities owned by the Fund on
October 31, 2008 (Unaudited)
| Interest | Maturity | Credit | Par value | ||
| Issuer, description | rate | date | rating (A) | (000) | Value |
| Bonds 16.52% | $46,578,297 | ||||
| (Cost $53,745,475) | |||||
| Diversified Banks 0.85% | 2,400,000 | ||||
| Lloyds TSB Bank PLC, | |||||
| Sub Note | 6.900% | 11/29/49 | A+ | $4,000 | 2,400,000 |
| Electric Utilities 8.53% | 24,055,507 | ||||
| DPL Capital Trust II (Z) | 8.125 | 09/01/31 | BB+ | 22,150 | 20,568,202 |
| Entergy Gulf States, Inc., (Z) | |||||
| 1st Mtg Bond | 6.200 | 07/01/33 | BBB+ | 5,000 | 3,487,305 |
| Multi-Utilities 4.82% | 13,578,425 | ||||
| Dominion Resources Capital Trust I (Z) | 7.830 | 12/01/27 | BBB | 8,450 | 8,013,090 |
| Dominion Resources Capital Trust III (Z) | 8.400 | 01/15/31 | BBB | 5,000 | 5,565,335 |
| Gas Utilities 2.32% | 6,544,365 | ||||
| Southern Union Co., | |||||
| Jr Sub Note, Ser A (7.20% to 11-1-11 then variable) | |||||
| (P) (Z) | 7.200 | 11/01/66 | BB | 10,550 | 6,544,365 |
| Issuer | Shares | Value | |||
| Common stocks 1.64% | $4,610,500 | ||||
| (Cost $4,446,961) | |||||
| Electric Utilities 0.55% | 1,560,875 | ||||
| American Electric Power Co., Inc. | 22,500 | 734,175 | |||
| FPL Group, Inc. | 17,500 | 826,700 | |||
| Gas Utilities 0.17% | 478,500 | ||||
| ONEOK, Inc. | 15,000 | 478,500 | |||
| Integrated Oil & Gas 0.31% | 869,750 | ||||
| BP PLC, SADR | 17,500 | 869,750 | |||
| Integrated Telecommunication Services 0.14% | 401,550 | ||||
| AT&T, Inc. | 15,000 | 401,550 | |||
| Multi-Utilities 0.26% | 719,925 | ||||
| Public Service Enterprise Group, Inc. (Z) | 22,500 | 633,375 | |||
| TECO Energy, Inc. | 7,500 | 86,550 | |||
| Oil & Gas Storage & Transportation 0.21% | 579,900 | ||||
| Spectra Energy Corp. | 30,000 | 579,900 | |||
| Credit | |||||
| Issuer, description | rating (A) | Shares | Value | ||
| Preferred Stocks 129.24% | $364,343,095 | ||||
| (Cost $522,858,658) | |||||
| Agricultural Products 4.97% | 14,000,000 | ||||
| Ocean Spray Cranberries, Inc., 6.25%, Ser A (B) (S) (Z) | BBB- | 160,000 | 14,000,000 | ||
| Broadcasting & Cable TV 5.74% | 16,190,294 | ||||
| CBS Corp., 6.75% (Z) | BBB | 122,800 | 1,808,844 | ||
| Comcast Corp. , 6.625% (Z) | Baa2 | 118,500 | 2,144,850 | ||
| Comcast Corp., Ser B , 7.00% (Z) | BBB+ | 610,000 | 12,236,600 | ||
| Page 1 |
John Hancock Preferred Income Fund II
Securities owned by the Fund on
October 31, 2008 (Unaudited)
| Credit | |||
| Issuer, description | rating (A) | Shares | Value |
| Consumer Finance 6.56% | $18,489,580 | ||
| HSBC Finance Corp. , 6.875% (Z) | AA- | 310,900 | 6,547,554 |
| HSBC Finance Corp. , 6.00% (Z) | AA- | 72,200 | 1,321,982 |
| HSBC Finance Corp. , 6.36%, Depositary Shares, Ser B (Z) | A | 143,200 | 2,636,312 |
| HSBC Holdings PLC , 6.20%, Ser A (Z) | A | 254,600 | 4,506,420 |
| SLM Corp. , 6.97%, Ser A (Z) | BB | 64,000 | 1,344,000 |
| SLM Corp. , 6.00% (Z) | BBB- | 196,800 | 2,133,312 |
| Diversified Banks 12.13% | 34,199,756 | ||
| Barclays Bank PLC , 7.10%, Ser 3 (Z) | A+ | 120,000 | 1,891,200 |
| Fleet Capital Trust VIII , 7.20% (Z) | A | 332,000 | 6,308,000 |
| Republic New York Corp. , 6.25%, Ser HSBC (Z) | A+ | 45,400 | 794,046 |
| Royal Bank of Scotland Group PLC , 7.25%, Ser T (Z) | BBB+ | 26,000 | 309,140 |
| Royal Bank of Scotland Group PLC , 5.75%, Ser L (Z) | BBB+ | 450,500 | 4,730,250 |
| Santander Finance Preferred SA, Unipersonal , 6.41%, Ser 1 (Z) | A+ | 205,000 | 4,450,550 |
| USB Capital VIII , 6.35%, Ser 1 (Z) | A+ | 83,000 | 1,702,330 |
| Wachovia Corp. , 8.00% (Z) | A- | 457,600 | 8,991,840 |
| Wachovia Preferred Funding Corp., 7.25%, Ser A (Z) | A- | 111,000 | 1,842,600 |
| Wells Fargo Capital Trust IV, 7.00% (Z) | AA- | 130,000 | 3,179,800 |
| Diversified Financial Services 14.36% | 40,487,720 | ||
| ABN AMRO Capital Funding Trust V, 5.90% (Z) | A- | 397,467 | 4,948,464 |
| ABN AMRO Capital Funding Trust VII, 6.08% (Z) | A- | 110,000 | 1,339,800 |
| BAC Capital Trust II, 7.00% (Z) | A | 22,400 | 451,808 |
| BAC Capital Trust IV, 5.875% (Z) | A | 51,150 | 892,056 |
| Citigroup Capital VIII, 6.95% (Z) | A | 605,000 | 10,496,750 |
| ING Groep NV , 7.050% (Z) | A | 775,700 | 10,596,062 |
| JPMorgan Chase & Co., 6.15%, Ser E (Z) | A | 280,400 | 11,762,780 |
| Diversified Metals & Mining 0.39% | 1,097,550 | ||
| Freeport McMoRan Copper & Gold, Inc. , 6.750% | BB | 22,500 | 1,097,550 |
| Electric Utilities 24.16% | 68,101,320 | ||
| Duquesne Light Co., 6.50% (Z) | BB | 98,450 | 4,501,016 |
| Entergy Mississippi, Inc., 7.25% (Z) | A- | 102,050 | 2,345,109 |
| FPC Capital I, 7.10%, Ser A (Z) | BBB- | 632,003 | 14,055,747 |
| FPL Group Capital Trust I, 5.875% (Z) | BBB+ | 225,000 | 5,118,750 |
| Georgia Power Capital Trust VII, 5.875% (Z) | BBB+ | 95,000 | 2,066,250 |
| HECO Capital Trust III, 6.50% (Z) | BB+ | 130,000 | 2,697,500 |
| Interstate Power & Light Co., 8.375%, Ser B (Z) | Baa2 | 699,350 | 17,658,587 |
| NSTAR Electric Co., 4.78% (Z) | A- | 15,143 | 1,268,226 |
| PPL Energy Supply, LLC, 7.00% (Z) | BBB | 626,184 | 15,278,890 |
| Southern California Edison Co., 6.00%, Ser C (Z) | BBB- | 20,000 | 1,649,376 |
| Westar Energy, Inc., 6.100% (Z) | BBB | 76,900 | 1,461,869 |
| Gas Utilities 2.03% | 5,725,125 | ||
| Southwest Gas Capital II, 7.70% (Z) | BB | 254,450 | 5,725,125 |
| Investment Banking & Brokerage 8.78% | 24,755,296 | ||
| Lehman Brothers Holdings Capital Trust III, 6.375%, Ser K (Z) | D | 177,000 | 1,770 |
| Lehman Brothers Holdings Capital Trust V, 6.00%, Ser M (Z) | D | 46,600 | 652 |
| Page 2 |
John Hancock Preferred Income Fund II
Securities owned by the Fund on
October 31, 2008 (Unaudited)
| Credit | |||
| Issuer, description | rating (A) | Shares | Value |
| Investment Banking & Brokerage (continued) | |||
| Lehman Brothers Holdings, Inc., 5.94%, Depositary Shares, Ser C | |||
| (Z) | D | 145,200 | $73 |
| Merrill Lynch Preferred Capital Trust III, 7.00% (Z) | BBB+ | 360,400 | 6,007,868 |
| Merrill Lynch Preferred Capital Trust IV, 7.12% (Z) | BBB+ | 172,200 | 2,894,682 |
| Merrill Lynch Preferred Capital Trust V, 7.28% (Z) | BBB+ | 275,000 | 4,650,250 |
| Morgan Stanley Capital Trust III, 6.25% (Z) | A- | 258,779 | 3,863,571 |
| Morgan Stanley Capital Trust IV, 6.25% (Z) | A- | 57,000 | 831,630 |
| Morgan Stanley Capital Trust V, 5.75% (Z) | A2 | 314,000 | 4,144,800 |
| Morgan Stanley Capital Trust VI , 6.60% (Z) | A- | 160,000 | 2,360,000 |
| Life & Health Insurance 8.75% | 24,664,121 | ||
| Aegon NV, 6.375% (Z) | A- | 355,000 | 3,550,000 |
| MetLife, Inc., 6.50%, Ser B (Z) | BBB | 744,550 | 12,225,511 |
| Phoenix Cos., Inc., 7.45% (Z) | BBB- | 226,200 | 3,551,340 |
| PLC Capital Trust IV, 7.25% (Z) | BBB+ | 350,475 | 4,030,463 |
| Prudential PLC, 6.50% (Z) | A- | 95,807 | 1,306,807 |
| Movies & Entertainment 5.11% | 14,415,754 | ||
| Viacom, Inc., 6.85% (Z) | BBB | 834,245 | 14,415,754 |
| Multi-Utilities 11.13% | 31,381,622 | ||
| Baltimore Gas & Electric Co., 6.99%, Ser 1995 (Z) | Ba1 | 39,870 | 4,090,415 |
| BGE Capital Trust II, 6.20% (Z) | BB+ | 472,200 | 8,971,800 |
| DTE Energy Trust I, 7.80% (Z) | BB+ | 283,400 | 6,180,954 |
| Public Service Electric & Gas Co., 4.18%, Ser B | BB+ | 4,805 | 333,803 |
| South Carolina Electric & Gas Co., 6.52% (Z) | Baa2 | 15,000 | 1,243,125 |
| Xcel Energy, Inc., 7.60% (Z) | BBB- | 443,017 | 10,561,525 |
| Oil & Gas Exploration & Production 7.36% | 20,742,822 | ||
| Nexen, Inc., 7.35% (Z) | BB+ | 1,151,100 | 20,742,822 |
| Real Estate Investment Trusts 4.19% | 11,809,230 | ||
| Duke Realty Corp., 6.60%, Depositary Shares, Ser L (Z) | BBB- | 109,840 | 1,208,240 |
| Duke Realty Corp., 6.50%, Depositary Shares, Ser K (Z) | BBB- | 110,000 | 1,203,400 |
| Duke Realty Corp., 6.625%, Depositary Shares, Ser J (Z) | BBB- | 449,400 | 5,280,450 |
| Public Storage, Inc., 6.45%, Depositary Shares, Ser X (Z) | BBB | 30,000 | 524,700 |
| Public Storage, Inc., 7.50%, Depositary Shares, Ser V (Z) | BBB | 176,100 | 3,592,440 |
| Regional Banks 4.45% | 12,553,800 | ||
| PFGI Capital Corp., 7.75% (B) (Z) | BBB+ | 686,000 | 12,553,800 |
| Reinsurance 0.16% | 459,225 | ||
| RenaissanceRe Holdings Ltd., 6.08%, Ser C (Z) | BBB+ | 32,500 | 459,225 |
| Specialized Finance 0.63% | 1,762,500 | ||
| CIT Group, Inc., 6.35%, Ser A (Z) | BBB- | 100,000 | 860,000 |
| Repsol International Capital Ltd., 7.45%, Ser A (Z) | BB+ | 47,500 | 902,500 |
| Thrifts & Mortgage Finance 0.84% | 2,365,927 | ||
| Sovereign Bancorp, 7.30%, Depositary Shares, Ser C | BB+ | 5,067 | 79,552 |
| Sovereign Capital Trust V, 7.75% (Z) | BB+ | 136,500 | 2,286,375 |
| U.S. Government Agency 0.06% | 157,500 | ||
| Federal National Mortgage Assn., (8.250% to 12-31-10 then | |||
| variable) (P) (Z) | C | 75,000 | 157,500 |
| Page 3 |
John Hancock Preferred Income Fund II
Securities owned by the Fund on
October 31, 2008 (Unaudited)
| Credit | |||
| Issuer, description | rating (A) | Shares | Value |
| Wireless Telecommunication Services 7.44% | $20,983,953 | ||
| Telephone & Data Systems, Inc., 6.625% (Z) | BBB- | 155,000 | 2,325,000 |
| Telephone & Data Systems, Inc., 7.60% (Z) | BBB- | 666,834 | 10,102,535 |
| United States Cellular Corp., 7.50% (Z) | BBB- | 559,243 | 8,556,418 |
| Total investments (Cost $581,051,094)† 147.40% | $415,531,892 | ||
| Other assets and liabilities, net (47.40%) | ($133,619,699) | ||
| Total net assets 100.00% | $281,912,193 |
The percentage shown for each investment category is the total value of that category as a percentage of the net assets applicable to common shareholders.
SADR Sponsored American Depositary Receipt
(A) Credit ratings are unaudited and are rated by Moody’s Investors Service where Standard & Poor’s ratings are not available unless indicated otherwise.
(B) These securities are fair valued in good faith under procedures established by the Board of Trustees. These securities amounted $26,553,800 or 9.42% of the Fund's net assets as of October 31, 2008.
(P) Variable rate obligation. The coupon rate shown represents the rate at period end.
(S) This security is exempt from registration under Rule 144A of the Securities Act of 1933. The security may be resold, normally to qualified institutional buyers, in transactions exempt from registration.
(Z) All or a portion of this security is segregated as collateral for the Committed Facility Agreement. Total collateral value at October 31, 2008 was $406,260,862.
† At October 31, 2008, the aggregate cost of investment securities for federal income tax purposes was $581,158,178. Net unrealized depreciation aggregated $165,626,286, of which $1,960,977 related to appreciated investment securities and $167,587,263 related to depreciated investment securities.
The Fund had the following interest rate swap contracts open on October 31, 2008:
| FIXED | VARIABLE | ||||
| PAYMENTS | PAYMENTS | ||||
| NOTIONAL | MADE BY | RECEIVED BY | TERMINATION | UNREALIZED | |
| AMOUNT | FUND | FUND | DATE | COUNTERPARTY | DEPRECIATION |
| $63,500,000 | 4.37% | 3-month LIBOR | Nov 2010 | Bank of America | ($2,035,075) |
| 63,500,000 | 3.79% | 3-month LIBOR | Jan 2011 | Morgan Stanley | (1,175,060) |
| Total | ($3,210,135) | ||||
| Page 4 |
Notes to portfolio of investments
Security valuation
The net asset value of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. Securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Securities for which there are no such quotations, principally debt securities, are valued based on the evaluated prices provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.
Other portfolio securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith by the Trust’s Pricing Committee in accordance with procedures adopted by the Board of Trustees. Generally, trading in non-U.S. securities is substantially completed each day at various times prior to the close of trading on the NYSE. The values of such securities used in computing the net asset value of the Fund’s shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will be valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.
Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity.
The Fund adopted Statement of Financial Accounting Standards No. 157 (FAS 157), Fair Value Measurements, effective with the beginning of the Fund’s fiscal year. FAS 157 established a three-tier hierarchy to prioritize the assumptions, referred to as inputs, used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:
Level 1 – Quoted prices in active markets for identical securities.
Level 2 – Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.
Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable, such as when there is little or no market activity for an investment, unobservable inputs may be used. Unobservable inputs reflect the Fund’s own assumptions about the factors that market participants would use in pricing an investment and would be based on the best information available.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Fund’s net assets as of October 31, 2008:
| Investments in | Other Financial | |
| Valuation Inputs | Securities | Instruments* |
| Level 1 – Quoted Prices | $329,313,833 | - |
| Level 2 – Other Significant Observable Inputs | 59,664,259 | ($3,210,135) |
| Level 3 – Significant Unobservable Inputs | 26,553,800 | - |
| Total | $415,531,892 | ($3,210,135) |
* Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
| Investments in | Other Financial | |
| Securities | Instruments | |
| Balance as of July 31, 2008 | - | - |
| Accrued discounts/premiums | - | - |
| Realized gain (loss) | - | - |
| Change in unrealized appreciation (depreciation) | ($5,468,555) | - |
| Net purchases (sales) | - | - |
| Transfers in and/or out of Level 3 | 32,022,355 | - |
| Balance as of October 31, 2008 | $26,553,800 | - |
Foreign currency translation
The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.
Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.
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 or to manage the Fund’s exposure to credit or market risk. A swap is an exchange of cash payments between the Fund and another party. Net cash payments are exchanged at specified intervals and are recorded as a realized gain or loss in the Statements of Operations. Cash payments may include upfront cash payments made by or to the fund. The upfront payments are amortized or accreted for financial reporting purposes, with the unamortized/unaccreted portion included in values recorded on the Statements of Assets and Liabilities. The value of the swap is adjusted daily and the change in value, including accruals of periodic amounts of interest to be paid or received, is recorded as
swap contracts at value in Statements of Assets and Liabilities and as unrealized appreciation or depreciation in the Statements of Operations. A liquidation payment received or made upon early termination is recorded as a realized gain or loss in the Statements of Operations. Upfront payments made and/or received by the Fund are recorded as an asset and/or liability on the Statements of Assets and Liabilities and are recorded as a realized gain or loss on the termination date. 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.
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.
Risks and uncertainties Fixed income risk
Fixed income securities are subject to credit and interest rate risk and involve some risk of default in connection with principal and interest payments.
Risk associated with foreign investments
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less information available about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker-dealers and issuers than in the United States.
Leverage
The Fund utilizes a credit facility to increase its assets available for investment. The Fund has a Committed Facility Agreement (CFA) with a third party commercial bank that allows it to borrow up to an initial limit of $208 million and to invest the borrowings in accordance with its investment practices. Borrowings under the CFA are secured by the assets of the Fund.
ITEM 2. 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-Q, the registrant's principal executive officer and principal accounting officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 3. EXHIBITS.
Separate certifications for the registrant's principal executive officer and principal accounting officer, as required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
John Hancock Preferred Income Fund II
By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer
Date: December 16, 2008
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: December 16, 2008
By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer
Date: December 16, 2008