N-CSR 1 a_taxexemptseries.htm JOHN HANCOCK TAX-EXEMPT SERIES FUND a_taxexemptseries.htm
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) 
  
Salvatore Schiavone
Treasurer
  
601 Congress Street
  
Boston, Massachusetts 02210
  
(Name and address of agent for service)
 
Registrant's telephone number, including area code: 617-663-4497 
  
Date of fiscal year end:  May 31 
 
Date of reporting period:  May 31, 2014 

 

ITEM 1. REPORTS TO STOCKHOLDERS.





A look at performance

Total returns for the period ended May 31, 2014

                  Tax- 
  Average annual total    Cumulative total    SEC 30-day  SEC 30-day  equivalent 
  returns (%)      returns (%)      yield (%)  yield (%)  subsidized 
  with maximum sales charge  with maximum sales charge  subsidized  unsubsidized1  yield (%)2 

              as of  as of  as of 
  1-year  5-year  10-year  1-year  5-year  10-year  5-31-14  5-31-14  5-31-14 

Class A  –3.68  4.44  3.94  –3.68  24.24  47.18  1.67  1.52  3.24 

Class B  –5.24  4.19  3.78  –5.24  22.77  44.87  1.00  0.90  1.94 

Class C  –1.38  4.53  3.62  –1.38  24.78  42.72  1.00  0.89  1.94 

Index 1  3.38  5.36  4.91  3.38  29.82  61.43       

Index 2  3.05  5.59  5.00  3.05  31.26  62.87       

 

Performance figures assume all distributions have been reinvested. Figures reflect maximum sales charges on Class A shares of 4.0% and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class A shares have been adjusted to reflect the reduction in the maximum sales charge from 4.5% to 4.0%, effective 2-3-14. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective 7-15-04. The Class B shares’ CDSC declines annually between years 1 to 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 expense ratios of the fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectus for the fund and may differ from those disclosed in the Financial highlights tables in this report. For all classes, the expense ratios are as follows:

  Class A*  Class B*  Class C* 
Net (%)  0.89  1.64  1.64 
Gross (%)  1.04  1.74  1.74 

 

* The fund’s distributor has contractually agreed to waive 0.15%, 0.10%, and 0.10% of Rule 12b-1 fees for Class A, Class B, and Class C shares, respectively. The current waiver agreement will remain in effect through 9-30-14.

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 current to the most recent month-end performance data, please call 800-225-5291 or visit the fund’s website at jhinvestments.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder may pay on fund distributions or on the redemption of fund shares. Please note that a portion of the fund’s income may be subject to taxes, and on 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 fee waivers or expense reductions, without which the expenses would increase and results would have been less favorable.

Index 1 is the Barclays New York Municipal Bond Index; Index 2 is the Barclays Municipal Bond Index.

See the following page for footnotes.

6  New York Tax-Free Income Fund | Annual report 

 




 
    With maximum  Without     
  Start date  sales charge  sales charge  Index 1  Index 2 

Class B3  5-31-04  $14,487  $14,487  $16,143  $16,287 

Class C3  5-31-04  14,272  14,272  16,143  16,287 

 

The values shown in the chart for “Class A shares with maximum sales charge” have been adjusted to reflect the reduction in the Class A shares’ maximum sales charge from 4.5% to 4.0%, which became effective on 2-3-14.

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.

The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge, effective 7-15-04.

Barclays New York Municipal Bond Index in an unmanaged index composed of New York investment-grade municipal bonds.

Barclays Municipal Bond Index is an unmanaged index representative of the tax-exempt bond market.

Prior to 12-14-12, the fund compared its performance solely to the Barclays Municipal Bond Index. After this date, the fund added the Barclays New York Municipal Bond Index as the primary benchmark index and retained the Barclays Municipal Bond Index as the secondary benchmark index to which the fund compares its performance to better reflect the universe of investment opportunities based on the fund’s investment strategy.

It is not possible to invest directly in an index. Index figures do not reflect expenses or sales charges, which would have resulted in lower values.

Footnotes related to performance pages

1 Unsubsidized yield reflects what the yield would have been without the effect of reimbursements and waivers.

2 Tax-equivalent yield is based on the maximum federal income tax rate of 43.4% and a state tax rate of 8.82%. Share classes will differ due to varying expenses.

3 The contingent deferred sales charge is not applicable.

Annual report | New York Tax-Free Income Fund  7 

 



Management’s discussion of

Fund performance

John Hancock Asset Management
a division of Manulife Asset Management (US) LLC

Tax-exempt municipal bonds (munis) posted positive returns for the year ended May 31, 2014. Munis declined early in the period as improving economic growth and a few high-profile muni credit issues sent muni yields sharply higher. Market conditions changed abruptly in early 2014 as uneven economic data (due in part to severe U.S. winter weather) eased investor concerns about higher interest rates, leading to a substantial recovery in the muni market. For the 12-month period, short-term munis generated the best returns, outperforming longer-term munis, while higher-quality munis outpaced lower-rated bonds.

State and local governments in New York enjoyed solid growth in tax revenues over the 12-month period, driven by improving economic conditions and a stronger real estate market. In addition, the state’s financial services industry—a key engine of economic growth—benefited from a robust equity market during the period.

For the 12-month period ended May 31, 2014, John Hancock New York Tax-Free Income Fund’s Class A shares produced a total return of 0.34%, excluding sales charges, trailing the 3.38% return of the fund’s benchmark, the Barclays New York Municipal Bond Index. The fund’s bond holdings based in Puerto Rico detracted from relative results as continued economic weakness and looming liquidity problems led to a series of credit rating downgrades. We reduced the fund’s exposure during the period. Duration positioning and call structure also weighed on relative results. The fund’s duration was higher than that of the benchmark. Muni yields rose early in the period, causing some bonds that had been trading to their call dates (when a municipal issuer can redeem the bonds early) to begin trading to their maturity dates. Conversely, when the municipal market found its footing in early 2014, the fund’s call structure constrained upside returns, limiting participation in the muni market rally.

This commentary reflects the views of the portfolio manager through the end of the period discussed in this report. 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.

Past performance does not guarantee future results.

8  New York Tax-Free Income Fund | Annual report 

 



Your expenses

These examples are intended to help you understand your ongoing operating expenses of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds.

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 the fund’s actual ongoing operating expenses and is based on the fund’s actual return. It assumes an account value of $1,000.00 on December 1, 2013, with the same investment held until May 31, 2014.

      Expenses paid   
  Account value  Ending value  during period  Annualized 
  on 12-1-2013  on 5-31-2014  ended 5-31-20141  expense ratio 

Class A  $1,000.00  $1,063.30  $5.20  1.01% 

Class B  1,000.00  1,059.30  8.98  1.75% 

Class C  1,000.00  1,059.30  9.04  1.76% 

 

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 May 31, 2014, 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:

 


 
Annual report | New York Tax-Free Income Fund  9 

 



Your expenses

Hypothetical example for comparison purposes

This table allows you to compare the 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% annualized return before expenses (which is not the fund’s actual return). It assumes an account value of $1,000.00 on December 1, 2013, with the same investment held until May 31, 2014. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses. Please remember that these hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

      Expenses paid   
  Account value  Ending value  during period  Annualized 
  on 12-1-2013  on 5-31-2014  ended 5-31-20141  expense ratio 

Class A  $1,000.00  $1,019.90  $5.09  1.01% 

Class B  1,000.00  1,016.20  8.80  1.75% 

Class C  1,000.00  1,016.20  8.85  1.76% 

 

Remember, these examples do not include any transaction costs, 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, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

10  New York Tax-Free Income Fund | Annual report 

 



Portfolio summary

Top 10 Holdings (32.8% of Net Assets on 5-31-14)1,2     

Oneida County Industrial Development Agency, Hamilton College Project,   
Series A, Zero Coupon, 7-1-29      5.1% 

New York State Dormitory Authority, State University Educational Facilities, Series A,   
5.500%, 5-15-19      4.3% 

Triborough Bridge & Tunnel Authority, Highway Revenue Tolls, Escrowed to Maturity,   
Series Y, 6.125%, 1-1-21      3.4% 

New York City Municipal Water Finance Authority, Water Revenue, Series D, Zero   
Coupon, 6-15-20      3.3% 

Upper Mohawk Valley Regional Water Finance Authority, Water Revenue, Zero   
Coupon, 4-1-22      3.3% 

Long Island Power Authority, Electric, Power & Light Revenues, Series A, 5.750%, 4-1-39  3.1% 

Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue, Series A, Zero Coupon, 8-1-32  3.0% 

New York State Dormitory Authority, Fordham University, 5.000%, 7-1-44  2.7% 

New York Local Assistance Corp., Sales Tax Revenue, Series C, 5.500%, 4-1-17  2.5% 

Long Island Power Authority, Electric, Power & Light Revenues, Series A, 6.000%, 5-1-33  2.1% 

 
Sector Composition1,3       

General Obligation Bonds  3.1%  Health Care  7.0% 


Revenue Bonds    Transportation  5.5% 


Other Revenue  25.1%  Airport  4.0% 


Education  14.6%  Pollution  2.5% 


Water & Sewer  12.8%  Tobacco  1.7% 


Development  10.0%  Short-Term Investments  5.2% 


Utilities  8.5%     

 

 

Quality Composition1,4   

AAA  2.1% 

AA  49.8% 

A  15.8% 

BBB  17.5% 

BB  6.0% 

CCC  1.6% 

Not Rated  2.0% 

Short-Term Investments  5.2% 

 

1 As a percentage of net assets on 5-31-14.

2 Cash and cash equivalents are not included.

3 Fixed-income investments are subject to interest-rate and credit risk; their value will normally decline as interest rates rise or if a creditor is unable or unwilling to make principal or interest payments. Investments in higher-yielding, lower-rated securities include a higher risk of default. Municipal bond prices can decline due to fiscal mismanagement or tax shortfalls, or if related projects become unprofitable. If the fund invests heavily in any one state or region, performance could be disproportionately affected by factors particular to that state or region. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The use of hedging and derivatives could produce disproportionate gains or losses and may increase costs. Sector investing is subject to greater risks than the market as a whole. Because the fund may focus on particular sectors of the economy, its performance may depend on the performance of those sectors and investments focused in one sector may fluctuate more widely than investments diversified across sectors. Please see the fund’s prospectus for additional risks.

4 Ratings are from Moody’s Investors Service, Inc. If not available, we have used Standard & Poor’s Ratings Services. In the absence of ratings from these agencies, we have used Fitch Ratings, Inc. “Not Rated” securities are those with no ratings available from these agencies. All ratings are as of 5-31-14 and do not reflect subsequent downgrades or upgrades, if any.

Annual report | New York Tax-Free Income Fund  11 

 



Fund’s investments

As of 5-31-14

    Maturity     
  Rate (%)  date  Par value  Value 
Municipal Bonds 94.8%        $51,930,812 

(Cost $47,584,983)         
 
New York 86.7%        47,472,627 

Brooklyn Arena Local Development Corp.         
Barclays Center Project  6.375  07-15-43  $1,000,000  1,102,111 

Chautauqua Asset Securitization Corp.         
Tobacco Settlement  6.750  07-01-40  1,000,000  951,230 

City of New York, Series D-1  5.000  10-01-36  1,000,000  1,108,970 

City of New York, Series E-1  6.250  10-15-28  500,000  596,675 

Herkimer County Industrial         
Development Agency         
Folts Adult Home, Series A (D)  5.500  03-20-40  930,000  932,204 

Hudson Yards Infrastructure Corp.         
Series A  5.750  02-15-47  1,000,000  1,142,240 

Long Island Power Authority         
Electric, Power & Light Revenues, Series A  5.750  04-01-39  1,500,000  1,707,014 

Long Island Power Authority         
Electric, Power & Light Revenues, Series A  6.000  05-01-33  1,000,000  1,171,870 

Metropolitan Transportation Authority         
Transit Revenue, Series A  5.250  11-15-28  1,000,000  1,141,520 

Metropolitan Transportation Authority         
Transit Revenue, Series B  5.000  11-15-34  1,000,000  1,113,470 

Monroe County Industrial Development Corp.,         
Series A  5.000  07-01-41  1,000,000  1,083,590 

Monroe Newpower Corp.         
Electric, Power & Light Revenues  5.100  01-01-16  680,000  686,052 

New York City Industrial Development Agency         
Brooklyn Navy Yard Cogeneration         
Partners AMT  5.650  10-01-28  1,000,000  858,700 

New York City Industrial Development Agency         
Polytechnic University Project (D)  5.250  11-01-27  1,000,000  1,127,340 

New York City Industrial Development Agency         
Terminal One Group Association Project         
AMT (P)  5.500  01-01-21  1,000,000  1,070,630 

New York City Municipal Water         
Finance Authority         
Water Revenue, Series A  5.750  06-15-40  1,000,000  1,149,940 

New York City Municipal Water         
Finance Authority         
Water Revenue, Series D (Z)  Zero  06-15-20  2,000,000  1,823,260 

 

12  New York Tax-Free Income Fund | Annual report  See notes to financial statements 

 



    Maturity     
  Rate (%)  date  Par value  Value 
New York (continued)         

New York City Municipal Water         
Finance Authority         
Water Revenue, Series FF-2  5.000  06-15-40  $1,000,000  $1,097,380 

New York City Municipal Water         
Finance Authority         
Water Revenue, Series GG-1  5.000  06-15-39  1,000,000  1,100,160 

New York City Transitional Finance Authority         
Government Fund/Grant Revenue, Series S-4  5.500  01-15-39  1,000,000  1,148,660 

New York Liberty Development Corp.         
7 World Trade Center, Class 2  5.000  09-15-43  1,000,000  1,071,160 

New York Liberty Development Corp.         
Bank of America Tower, Class 2  5.625  07-15-47  1,000,000  1,099,570 

New York Local Assistance Corp.         
Sales Tax Revenue, Series C  5.500  04-01-17  1,225,000  1,348,125 

New York State Dormitory Authority         
Fordham University  5.000  07-01-44  1,350,000  1,495,382 

New York State Dormitory Authority         
General Purpose, Series E  5.000  02-15-35  1,000,000  1,114,300 

New York State Dormitory Authority         
Mount Sinai School of Medicine  5.125  07-01-39  1,000,000  1,056,930 

New York State Dormitory Authority         
North Shore Long Island Jewish Group,         
Series A  5.000  05-01-41  1,000,000  1,068,620 

New York State Dormitory Authority         
Orange Regional Medical Center  6.125  12-01-29  750,000  779,055 

New York State Dormitory Authority         
Rockefeller University, Series A  5.000  07-01-41  1,000,000  1,143,960 

New York State Dormitory Authority         
Series A  5.000  03-15-43  1,000,000  1,106,240 

New York State Dormitory Authority         
State University Educational Facilities,         
Series A (D)  5.250  05-15-15  355,000  370,872 

New York State Dormitory Authority         
State University Educational Facilities, Series A  5.500  05-15-19  2,000,000  2,339,460 

New York State Environmental Facilities Corp.         
Water Revenue, Series A  5.000  06-15-34  1,000,000  1,130,660 

Niagara Area Development Corp.         
Covanta Energy Project, Series A AMT  5.250  11-01-42  500,000  507,785 

Oneida County Industrial Development Agency         
Hamilton College Project, Series A (D)(Z)  Zero  07-01-29  5,330,000  2,797,717 

Onondaga Civic Development Corp.  5.125  07-01-31  1,000,000  1,023,530 

Port Authority of New York & New Jersey         
5th Installment Special Project AMT  6.750  10-01-19  1,150,000  1,119,341 

Port Authority of New York & New Jersey         
JFK International Airport Terminal  6.000  12-01-36  1,000,000  1,119,590 

Triborough Bridge & Tunnel Authority         
Highway Revenue Tolls, Escrowed to         
Maturity, Series Y  6.125  01-01-21  1,500,000  1,860,300 

Upper Mohawk Valley Regional Water         
Finance Authority         
Water Revenue (D)(Z)  Zero  04-01-22  2,230,000  1,807,014 

 

See notes to financial statements  Annual report | New York Tax-Free Income Fund  13 

 



    Maturity     
  Rate (%)  date  Par value  Value 
Puerto Rico 5.1%        $2,801,110 

Puerto Rico Sales Tax Financing Corp.,         
Sales Tax Revenue, Series A (Zero coupon         
steps up to 6.750% on 8-1-16)  Zero  08-01-32  $2,000,000  1,624,560 

Puerto Rico Sales Tax Financing Corp., Series C  5.000  08-01-35  1,000,000  771,660 

Puerto Rico Sales Tax Financing Corp., Series C  5.375  08-01-38  500,000  404,890 
 
Virgin Islands 2.0%        1,110,110 

Virgin Islands Public Finance Authority, Series A  6.750  10-01-37  1,000,000  1,110,110 
 
Guam 1.0%        546,965 

Guam Government, Series A  5.750  12-01-34  500,000  546,965 
 
      Par value  Value 
Short-Term Investments 4.4%        $2,397,000 

(Cost $2,397,000)         
 
Repurchase Agreement 4.4%        2,397,000 

Barclays Tri-Party Repurchase Agreement         
dated 5-30-14 at 0.050% to be repurchased         
at $2,146,009 on 6-2-14, collateralized by         
$2,210,200 U.S. Treasury Note, 0.500%         
due 7-31-17 (valued at $2,188,968,         
including interest)      $2,146,000  2,146,000 

Repurchase Agreement with State Street Corp.         
dated 5-30-14 at 0.000% to be repurchased         
at $251,000 on 6-2-14, collateralized by         
$260,000 U.S. Treasury Note, 0.625%         
due 11-30-17 (valued at $257,253,         
including interest)      251,000  251,000 
 
Total investments (Cost $49,981,983)99.2%      $54,327,812 

 
Other assets and liabilities, net 0.8%        $431,524 

 
Total net assets 100.0%        $54,759,336 

 

 

The percentage shown for each investment category is the total value of the category as a percentage of the net assets of the fund.

 

14  New York Tax-Free Income Fund | Annual report  See notes to financial statements 

 



Notes to Schedule of Investments

AMT Interest earned from these securities may be considered a tax preference item for purpose of the Federal Alternative Minimum Tax.

(D) Bond is insured by one or more of these companies:

Insurance coverage  As a % of total investments 

National Public Finance Guarantee Corp.  5.8% 
Ambac Financial Group, Inc.  3.3% 
ACA Financial Guaranty Corp.  2.0% 
Federal Housing Administration  1.9% 
 
Total  13.0% 

 

(P) Variable rate obligation. The coupon rate shown represents the rate at period end.

(Z) Zero coupon bonds are issued at a discount from their principal amount in lieu of paying interest periodically.

† At 5-31-14, the aggregate cost of investment securities for federal income tax purposes was $49,848,900. Net unrealized appreciation aggregated $4,478,912 of which $4,941,530 related to appreciated investment securities and $462,618 related to depreciated investment securities.

The fund had the following sector composition as a percentage of total net assets on 5-31-14:

General Obligation  3.1% 
Revenue Bonds   
Other Revenue  25.1% 
Education  14.6% 
Water & Sewer  12.8% 
Development  10.0% 
Utilities  8.5% 
Health Care  7.0% 
Transportation  5.5% 
Airport  4.0% 
Pollution  2.5% 
Tobacco  1.7% 
Short-Term Investments & Other  5.2% 
 
Total  100.0% 

 

See notes to financial statements  Annual report | New York Tax-Free Income Fund  15 

 



F I N A N C I A L   S T A T E M E N T S

Financial statements

Statement of assets and liabilities 5-31-14

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 $49,981,983)  $54,327,812 
Cash  494 
Receivable for fund shares sold  9,872 
Interest receivable  598,091 
Receivable from affiliates  671 
Other receivables and prepaid expenses  5,857 
 
Total assets  54,942,797 
 
Liabilities   

Payable for fund shares repurchased  97,891 
Distributions payable  19,385 
Payable to affiliates   
Accounting and legal services fees  2,016 
Transfer agent fees  2,986 
Distribution and service fees  6,713 
Trustees’ fees  78 
Other liabilities and accrued expenses  54,392 
 
Total liabilities  183,461 
 
Net assets  $54,759,336 
 
Net assets consist of   

Paid-in capital  $51,206,291 
Undistributed net investment income  37,053 
Accumulated net realized gain (loss) on investments  (829,837) 
Net unrealized appreciation (depreciation) on investments  4,345,829 
 
Net assets  $54,759,336 
 
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 ($45,026,336 ÷ 3,667,934 shares)1  $12.28 
Class B ($1,839,379 ÷ 149,820 shares)1  $12.28 
Class C ($7,893,621 ÷ 642,910 shares)1  $12.28 
 
Maximum offering price per share   

Class A (net asset value per share ÷ 96%)2  $12.79 

 

1 Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

2 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.

16  New York Tax-Free Income Fund | Annual report  See notes to financial statements 

 



F I N A N C I A L   S T A T E M E N T S

Statement of operations For the year ended 5-31-14

This Statement of operations summarizes the fund’s investment income earned and expenses incurred in operating the fund. It also shows net gains (losses) for the period stated.

Investment income   

Interest  $2,666,119 
 
Total investment income  2,666,119 
 
Expenses   

Investment management fees  278,339 
Distribution and service fees  235,893 
Accounting and legal services fees  10,975 
Transfer agent fees  37,018 
Trustees’ fees  1,653 
State registration fees  7,798 
Printing and postage  6,695 
Professional fees  70,254 
Custodian fees  11,954 
Registration and filing fees  26,309 
Other  7,995 
 
Total expenses  694,883 
Less expense reductions  (81,878) 
 
Net expenses  613,005 
 
Net investment income  2,053,114 
 
Realized and unrealized gain (loss)   

 
Net realized gain (loss) on   
Investments in unaffiliated issuers  (962,310) 
 
  (962,310) 
Change in net unrealized appreciation (depreciation) of   
Investments in unaffiliated issuers  (1,552,635) 
 
  (1,552,635) 
 
Net realized and unrealized loss  (2,514,945) 
 
Decrease in net assets from operations  ($461,831) 

 

See notes to financial statements  Annual report | New York Tax-Free Income Fund  17 

 



F I N A N C I A L   S T A T E M E N T S

Statements of 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 
  5-31-14  5-31-13 
 
Increase (decrease) in net assets     

 
From operations     
Net investment income  $2,053,114  $2,215,046 
Net realized gain (loss)  (962,310)  154,736 
Change in net unrealized appreciation (depreciation)  (1,552,635)  (463,629) 
 
Increase (decrease) in net assets resulting from operations  (461,831)  1,906,153 
 
Distributions to shareholders     
From net investment income     
Class A  (1,769,144)  (1,868,234) 
Class B  (60,420)  (62,518) 
Class C  (245,143)  (273,301) 
From net realized gain     
Class A    (173,051) 
Class B    (7,277) 
Class C    (33,390) 
 
Total distributions  (2,074,707)  (2,417,771) 
 
From fund share transactions  (7,651,568)  1,196,453 
 
Total increase (decrease)  (10,188,106)  684,835 
 
Net assets     

Beginning of year  64,947,442  64,262,607 
 
End of year  $54,759,336  $64,947,442 
 
Undistributed net investment income  $37,053  $69,368 

 

18  New York Tax-Free Income Fund | Annual report  See notes to financial statements 

 



Financial highlights

The Financial highlights show how the fund’s net asset value for a share has changed during the period.

CLASS A SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.72  $12.82  $11.94  $12.20  $11.60 
Net investment income1  0.46  0.46  0.48  0.52  0.51 
Net realized and unrealized gain (loss) on investments  (0.44)  (0.06)  0.89  (0.28)  0.60 
Total from investment operations  0.02  0.40  1.37  0.24  1.11 
Less distributions           
From net investment income  (0.46)  (0.46)  (0.48)  (0.50)  (0.51) 
From net realized gain    (0.04)  (0.01)     
Total distributions  (0.46)  (0.50)  (0.49)  (0.50)  (0.51) 
Net asset value, end of period  $12.28  $12.72  $12.82  $11.94  $12.20 
Total return (%)2,3  0.34  3.11  11.71  2.04  9.71 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $45  $53  $53  $50  $54 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.12  1.04  1.06  1.08  1.10 
Expenses including reductions  0.97  0.89  0.93  0.96  1.10 
Net investment income  3.82  3.53  3.92  4.31  4.27 
Portfolio turnover (%)  7  8  16  9  7 

 

1 Based on average daily shares outstanding.
2 Does not reflect the effect of sales charges, if any.
3 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

CLASS B SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.72  $12.82  $11.94  $12.21  $11.60 
Net investment income1  0.37  0.36  0.39  0.43  0.42 
Net realized and unrealized gain (loss) on investments  (0.44)  (0.06)  0.89  (0.28)  0.61 
Total from investment operations  (0.07)  0.30  1.28  0.15  1.03 
Less distributions           
From net investment income  (0.37)  (0.36)  (0.39)  (0.42)  (0.42) 
From net realized gain    (0.04)  (0.01)     
Total distributions  (0.37)  (0.40)  (0.40)  (0.42)  (0.42) 
Net asset value, end of period  $12.28  $12.72  $12.82  $11.94  $12.21 
Total return (%)2,3  (0.41)  2.34  10.90  1.25  9.03 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $2  $2  $2  $2  $3 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.82  1.74  1.76  1.77  1.80 
Expenses including reductions  1.72  1.64  1.66  1.66  1.80 
Net investment income  3.07  2.78  3.18  3.59  3.57 
Portfolio turnover (%)  7  8  16  9  7 

 

1 Based on average daily shares outstanding.
2 Does not reflect the effect of sales charges, if any.
3 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

See notes to financial statements  Annual report | New York Tax-Free Income Fund  19 

 



CLASS C SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.72  $12.82  $11.94  $12.21  $11.60 
Net investment income1  0.37  0.36  0.39  0.43  0.43 
Net realized and unrealized gain (loss) on investments  (0.44)  (0.06)  0.89  (0.28)  0.60 
Total from investment operations  (0.07)  0.30  1.28  0.15  1.03 
Less distributions           
From net investment income  (0.37)  (0.36)  (0.39)  (0.42)  (0.42) 
From net realized gain    (0.04)  (0.01)     
Total distributions  (0.37)  (0.40)  (0.40)  (0.42)  (0.42) 
Net asset value, end of period  $12.28  $12.72  $12.82  $11.94  $12.21 
Total return (%)2,3  (0.41)  2.34  10.90  1.25  9.04 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $8  $10  $9  $8  $8 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.82  1.74  1.76  1.78  1.80 
Expenses including reductions  1.72  1.64  1.66  1.66  1.80 
Net investment income  3.07  2.78  3.19  3.61  3.56 
Portfolio turnover (%)  7  8  16  9  7 

 

1 Based on average daily shares outstanding.
2 Does not reflect the effect of sales charges, if any.
3 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

20  New York Tax-Free Income Fund | Annual report  See notes to financial statements 

 



Notes to financial statements

Note 1 — Organization

John Hancock New York Tax-Free Income Fund (the fund) is a series of John Hancock Tax-Exempt Series Fund (the Trust), an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act). The investment objective of the fund is to seek a high level of current income, consistent with preservation of capital, that is exempt from federal, New York State and New York City personal income taxes.

The fund may offer multiple classes of shares. The shares currently offered are detailed in the Statement of assets and liabilities. Class A and Class C shares are offered to all investors. Class B shares are closed to new investors. Shareholders of each class have exclusive voting rights to matters that affect that class. The distribution and service fees, if any, and transfer agent fees for each class may differ. Class B shares convert to Class A shares eight years after purchase.

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions as of the date of the financial statements. Actual results could differ from those estimates and those differences could be significant. Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the fund:

Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. In order to value the securities, the fund uses the following valuation techniques: Debt obligations are valued based on the evaluated prices provided by an independent pricing vendor or from broker-dealers. Independent pricing vendors utilize matrix pricing which takes 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, as well as broker supplied prices. Securities that trade only in the over-the-counter market are valued using bid prices. Certain short-term securities with maturities of 60 days or less at the time of purchase are valued at amortized cost. Other fund securities and assets, for which reliable market quotations are not readily available, are valued at fair value as determined in good faith by the fund’s Pricing Committee following procedures established by the Board of Trustees. The frequency with which these fair valuation procedures are used cannot be predicted and fair value of securities may differ significantly from the value that would have been used had a ready market for such securities existed.

The fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using other significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the fund’s own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events or

Annual report | New York Tax-Free Income Fund  21 

 



trends, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy.

As of May 31, 2014, all investments are categorized as Level 2 under the hierarchy described above.

Repurchase agreements. The fund may enter into repurchase agreements. When the fund enters into a repurchase agreement, it receives collateral that is held in a segregated account by the fund’s custodian or for tri-party repurchase agreements, collateral is held at a third-party custodian bank in a segregated account for the benefit of the fund. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. Collateral received by the fund for repurchase agreements is disclosed in the Fund’s investments as part of the caption related to the repurchase agreement.

Repurchase agreements are typically governed by the terms and conditions of the Master Repurchase Agreement and/or Global Master Repurchase Agreement (collectively, MRA). Upon an event of default, the non-defaulting party may close out all transactions traded under the MRA and net amounts owed. Absent an event of default, the MRA does not result in an offset of the reported amounts of assets and liabilities in the Statement of assets and liabilities. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline or the counterparty may have insufficient assets to pay back claims resulting from close-out of the transactions.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Interest income includes coupon interest and amortization/accretion of premiums/discounts on debt securities. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by stopping current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.

Line of credit. The fund may borrow from banks for temporary or emergency purposes, including meeting redemption requests that otherwise might require the untimely sale of securities. Pursuant to the fund’s custodian agreement, the custodian may loan money to the fund to make properly authorized payments. The fund is obligated to repay the custodian for any overdraft, including any related costs or expenses. The custodian may have a lien, security interest or security entitlement in any fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.

In addition, the fund and other affiliated funds have entered into an agreement with Citibank N.A. that enables them to potentially participate in a $300 million unsecured committed line of credit. A commitment fee, payable at the end of each calendar quarter, based on the average daily unused portion of the line of credit, is charged to each participating fund on a pro rata basis and is reflected in other expenses on the Statement of operations. Commitment fees for the year ended May 31, 2014 were $472. For the year ended May 31, 2014, the fund had no borrowings under the line of credit.

22  New York Tax-Free Income Fund | Annual report 

 



Expenses. Within the John Hancock group of funds complex, expenses that are directly attributable to an individual fund are allocated to such fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund’s relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 net assets of the class. Class-specific expenses, such as distribution and service fees, if any, and transfer agent fees, are calculated daily for each class based on the appropriate net assets of each class and the specific expense rates applicable to each class.

Federal income taxes. The fund intends to continue to qualify 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.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

For federal income tax purposes, as of May 31, 2014, the fund has a short-term capital loss carryfoward of $144,534 and a long-term capital loss carryforward of $535,425 available to offset future net realized capital gains. These carryforwards as of May 31, 2014, do not expire. Net capital losses of $282,961, that are the result of security transactions occurring after October 31, 2013, are treated as occurring on June 1, 2014, the first day of the fund’s next taxable year.

As of May 31, 2014, the fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The fund’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.

Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The fund generally declares dividends daily and pays them monthly. Capital gain distributions, if any, are distributed annually. The tax character of distributions for the years ended May 31, 2014 and 2013 was as follows:

  MAY 31, 2014  MAY 31, 2013 

Ordinary Income  $193  $35,685 
Exempt Interest  2,074,514  2,168,411 
Long-Term Capital Gain    213,675 
Total  $2,074,707  $2,417,771 

 

Distributions paid by the fund with respect to each class of shares are calculated in the same manner, at the same time and in the same amount, except for the effect of class level expenses that may be applied differently to each class. As of May 31, 2014, the components of distributable earnings on a tax basis consist of $56,438 of undistributed exempt interest.

 

Annual report | New York Tax-Free Income Fund  23 

 



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. Material distributions in excess of tax basis earnings and profits, if any, are reported in the fund’s financial statements as a return of capital.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to accretion on debt securities.

Note 3 — Guarantees and indemnifications

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust, including the fund. Additionally, in the normal course of business, the fund enters into contracts with service providers that contain general indemnification clauses. The fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Note 4 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Advisor) serves as investment advisor for the fund. John Hancock Funds, LLC (the Distributor), an affiliate of the Advisor, serves as principal underwriter of the fund. The Advisor and the Distributor are indirect, wholly owned subsidiaries of Manulife Financial Corporation (MFC).

Management fee. The fund has an investment management agreement with the Advisor under which the fund pays a daily management fee to the Advisor equivalent, on an annual basis, to the sum of: (a) 0.500% of the first $250,000,000 of the fund’s average daily net assets; (b) 0.450% of the next $250,000,000 of the fund’s average daily net assets; (c) 0.425% of the next $500,000,000 of the fund’s average daily net assets; (d) 0.400% of the next $250,000,000 of the fund’s average daily net assets; and (e) 0.300% of the fund’s average daily net assets in excess of $1,250,000,000. The Advisor has a subadvisory agreement with John Hancock Asset Management a division of Manulife Asset Management (US) LLC, an indirectly owned subsidiary of MFC and an affiliate of the Advisor. The fund is not responsible for payment of the subadvisory fees.

Effective June 1, 2013, the Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock complex, including the fund (the participating portfolios). The waiver equals, on an annualized basis, 0.01% of that portion of the aggregate net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion; and 0.015% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. This arrangement may be amended or terminated at any time by the Advisor upon notice to the fund and with the approval of the Board of Trustees.

The expense reductions described above amounted to $2,714, $115 and $467 for Class A, Class B, and Class C shares, respectively, for the year ended May 31, 2014.

The investment management fees, including the impact of the waivers and reimbursements as described above, incurred for the year ended May 31, 2014 were equivalent to a net annual effective rate of 0.49% of the fund’s average daily net assets.

24  New York Tax-Free Income Fund | Annual report 

 



Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services to the fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These expenses are allocated to each share class based on its relative net assets at the time the expense was incurred. These accounting and legal services fees incurred for the year ended May 31, 2014 amounted to an annual rate of 0.02% of the fund’s average daily net assets.

Distribution and service plans. The fund has a distribution agreement with the Distributor. The fund has adopted distribution and service plans with respect to Class A, Class B, and Class C shares pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for services provided as the distributor of shares of the fund. The fund may pay up to the following contractual rates of distribution fees under these arrangements, expressed as an annual percentage of average daily net assets for each class of the fund’s shares.

CLASS  RULE 12b-1 FEE 

Class A  0.30% 
Class B  1.00% 
Class C  1.00% 

 

The Distributor has contractually agreed to waive 0.15%, 0.10%, and 0.10% of Rule 12b-1 fees for Class A, Class B, and Class C shares, respectively. The current waiver agreement expires on September 30, 2014, unless renewed by mutual agreement of the fund and the Distributor based upon a determination that this is appropriate under the circumstances at the time. For the year ended May 31, 2014 the fund was reimbursed $68,740, $1,944 and $7,898 for Class A, Class B, and Class C shares, respectively, for 12b-1 fees.

Sales charges. Class A shares are assessed up-front sales charges, which resulted in payments to the Distributor amounting to $65,419 for the year ended May 31, 2014. Of this amount, $9,558 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $53,263 was paid as sales commissions to broker-dealers and $2,598 was paid as sales commissions to sales personnel of Signator Investors, Inc., a broker-dealer affiliate of the Advisor. The up-front sales charge for Class A shares is 4.00%. Prior to February 3, 2014, the up-front sales charge for Class A shares was 4.50%.

Class A, Class B and Class C shares may be subject to contingent deferred sales charges (CDSCs). Certain Class A shares that are acquired through purchases of $1 million or more and are redeemed within one year of purchase are subject to a 1.00% sales charge. Class B shares that are redeemed within six years of purchase are subject to CDSCs, at declining rates, beginning at 5.00%. Class C shares that are redeemed within one year of purchase are subject to a 1.00% CDSC. CDSCs are applied to the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from CDSCs are used to compensate the Distributor for providing distribution-related services in connection with the sale of these shares. During the year ended May 31, 2014, CDSCs received by the Distributor amounted to $32, $3,592, and $ 1,313 for Class A, Class B, and Class C shares, respectively.

Transfer agent fees. The fund has a transfer agent agreement with John Hancock Signature Services, Inc. (Signature Services), an affiliate of the Advisor. The transfer agent fees paid to Signature Services are determined based on the cost to Signature Services (Signature Services Cost) of providing recordkeeping services. The Signature Services Cost includes a component of allocated John Hancock corporate overhead for providing transfer agent services to the fund and to all other John Hancock affiliated funds. It also includes out-of-pocket expenses, including payments made to third-parties for recordkeeping services provided to their clients who invest in one or more

Annual report | New York Tax-Free Income Fund  25 

 



John Hancock funds. In addition, Signature Services Cost may be reduced by certain fees that Signature Services receives in connection with retirement and small accounts. Signature Services Cost is calculated monthly and allocated, as applicable, to five categories of share classes: Retail Share and Institutional Share Classes of Non-Municipal Bond Funds, Class R6 Shares, Retirement Share Classes and Municipal Bond Share Classes. Within each of these categories, the applicable costs are allocated to the affected John Hancock affiliated funds and/or classes, based on the relative average daily net assets.

Prior to October 1, 2013, Signature Services Cost was calculated monthly and allocated, as applicable, to four categories of share classes: Institutional Share Classes, Retirement Share Classes, Municipal Bond Share Classes and all other Retail Share Classes. Within each of these categories, the applicable costs were allocated to the affected John Hancock affiliated funds and/or classes, based on the relative average daily net assets.

Class level expenses. Class level expenses for the year ended May 31, 2014 were:

  DISTRIBUTION  TRANSFER 
CLASS  AND SERVICE FEES  AGENT FEES 

Class A  $137,479  $30,479 
Class B  19,437  1,292 
Class C  78,977  5,247 
Total  $235,893  $37,018 

 

Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. The costs of paying Trustee compensation and expenses are allocated to each fund based on its net assets relative to other funds within the John Hancock group of funds complex.

Note 5 — Fund share transactions

Transactions in fund shares for the years ended May 31, 2014 and 2013 were as follows:

  Year ended 5-31-14  Year ended 5-31-13 
  Shares  Amount  Shares  Amount 
Class A shares         

Sold  253,876  $3,051,902  578,225  $7,472,175 
Distributions reinvested  127,801  1,524,928  136,227  1,760,207 
Repurchased  (870,121)  (10,355,155)  (690,645)  (8,948,446) 
 
Net increase (decrease)  (488,444)  ($5,778,325)  23,807  $283,936 
 
Class B shares         

Sold  1,012  $12,358  57,293  $742,493 
Distributions reinvested  3,728  44,485  4,095  52,928 
Repurchased  (32,887)  (390,910)  (50,809)  (656,479) 
 
Net increase (decrease)  (28,147)  ($334,067)  10,579  $138,942 
 
Class C shares         

Sold  118,121  $1,418,674  201,474  $2,606,705 
Distributions reinvested  17,415  207,859  20,488  264,805 
Repurchased  (264,517)  (3,165,709)  (162,435)  (2,097,935) 
 
Net increase (decrease)  (128,981)  ($1,539,176)  59,527  $773,575 
 
Total net increase (decrease)  (645,572)  ($7,651,568)  93,913  $1,196,453 

 

26  New York Tax-Free Income Fund | Annual report 

 



Note 6 — Purchase and sale of securities

Purchases and sales of securities, other than short-term securities, amounted to $3,929,457 and $13,086,862, respectively, for the year ended May 31, 2014.

Note 7 — Subsequent event

On June 25, 2014, the Board of Trustees approved a proposal to merge John Hancock New York Tax-Free Income Fund into John Hancock Tax-Free Bond Fund. Shareholders of John Hancock New York Tax-Free Income Fund are expected to meet on December 3, 2014, to vote on the proposal. If approved, the merger is expected to be completed on or about December 5, 2014. John Hancock New York Tax-Free Income Fund will close to new investors after the close of business on September 2, 2014. The fund will remain open to purchases and redemptions from existing shareholders until on or about December 5, 2014.

Annual report | New York Tax-Free Income Fund  27 

 



Auditor’s report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Tax-Exempt Series Fund 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 May 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 May 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

As discussed in Note 7 to the financial statements, the Board of Trustees has approved a proposal to merge the Fund into the John Hancock Tax-Free Bond Fund. Shareholders of the Fund are expected to meet on December 3, 2014, to vote on the proposal. Management’s plans in regard to these matters are also described in Note 7.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 14, 2014

28  New York Tax-Free Income Fund | Annual report 

 



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 May 31, 2014.

99.99% of dividends from net investment income are exempt-interest dividends.

Eligible shareholders will be mailed a 2014 Form 1099-DIV in early 2015. This will reflect the tax character of all distributions paid in calendar year 2014.

Please consult a tax advisor regarding the tax consequences of your investment in the fund.

Annual report | New York Tax-Free Income Fund  29 

 



Trustees and 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, year of birth  Trustee  Number of John 
Position(s) held with fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
James M. Oates, Born: 1946  2012  230 

Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, 
Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. 
(formerly IBEX Capital Markets, Inc.) (financial services company) (1997–2011); Director, Stifel Financial 
(since 1996); Director, Investor Financial Services Corporation (1995–2007); Director, Connecticut River 
Bancorp (since 1998); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988).   
 
Trustee and Chairperson of the Board, John Hancock retail funds3 (since 2012); Trustee (2005–2006 and 
since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and 
Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson 
of the Board, John Hancock Funds II (since 2005).     
 
Charles L. Bardelis,2 Born: 1941  2012  230 

Director, Island Commuter Corp. (marine transport).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock 
Funds II (since 2005).     
 
Peter S. Burgess,2 Born: 1942  2012  230 

Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; 
Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln 
Educational Services Corporation (since 2004); Director, Symetra Financial Corporation (since 2010); 
Director, PMA Capital Corporation (2004–2010).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). 
 
William H. Cunningham, Born: 1944  2005  230 

Professor, University of Texas, Austin, Texas (since 1971); former Chancellor, University of Texas System 
and former President of the University of Texas, Austin, Texas; Director, LIN Television (since 2009); 
Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, 
Resolute Energy Corporation (since 2009); Director, Southwest Airlines (since 2000); former Director, 
Introgen (manufacturer of biopharmaceuticals) (until 2008); former Director, Hicks Acquisition Company I, 
Inc. (until 2007); former Director, Texas Exchange Bank, SSB (formerly Bank of Crowley) (until 2009); 
former Advisory Director, JP Morgan Chase Bank (formerly Texas Commerce Bank–Austin) (until 2009). 
 
Trustee, John Hancock retail funds3 (since 1986); Trustee, John Hancock Variable Insurance Trust 
(since 2012); Trustee, John Hancock Funds II (since 2012 and 2005–2006).     

 

30  New York Tax-Free Income Fund | Annual report 

 



Independent Trustees (continued)     
 
Name, Year of Birth  Trustee  Number of John 
Position(s) held with Fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Grace K. Fey, Born: 1946  2012  230 

Chief Executive Officer, Grace Fey Advisors (since 2007); Director and Executive Vice President, Frontier 
Capital Management Company (1988–2007); Director, Fiduciary Trust (since 2009).   
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2008).     
 
Theron S. Hoffman,2 Born: 1947  2012  230 

Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd 
Organization (consulting firm) (2003–2010); President, Westport Resources Management (investment 
management consulting firm) (2006–2008); Senior Managing Director, Partner, and Operating Head, 
Putnam Investments (2000–2003); Executive Vice President, The Thomson Corp. (financial and legal 
information publishing) (1997–2000).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2008).     
 
Deborah C. Jackson, Born: 1952  2008  230 

President, Cambridge College, Cambridge, Massachusetts (since 2011); Chief Executive Officer, 
American Red Cross of Massachusetts Bay (2002–2011); Board of Directors of Eastern Bank Corporation 
(since 2001); Board of Directors of Eastern Bank Charitable Foundation (since 2001); Board of Directors 
of American Student Assistance Corporation (1996–2009); Board of Directors of Boston Stock Exchange 
(2002–2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007–2011). 
 
Trustee, John Hancock retail funds3 (since 2008); Trustee of John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2012).     
 
Hassell H. McClellan, Born: 1945  2012  230 

Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The 
Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston 
College (retired 2013).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). 
 
Steven R. Pruchansky, Born: 1944  2005  230 

Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director 
and President, Greenscapes of Southwest Florida, Inc. (until 2000); Member, Board of Advisors, First 
American Bank (until 2010); Managing Director, Jon James, LLC (real estate) (since 2000); Director, 
First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, 
Maxwell Building Corp. (until 1991).     
 
Trustee (since 1992) and Chairperson of the Board (2011–2012), John Hancock retail funds3; Trustee and 
Vice Chairperson of the Board, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and 
John Hancock Funds II (since 2012).     

 

Annual report | New York Tax-Free Income Fund  31 

 



Independent Trustees (continued)     
 
Name, Year of Birth  Trustee  Number of John 
Position(s) held with Fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Gregory A. Russo, Born: 1949  2009  230 

Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance 
Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare 
system); Director and Member of Finance Committee, The Moorings, Inc. (nonprofit continuing care 
community) (since 2012); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002–2006); 
Vice Chairman, Industrial Markets, KPMG (1998–2002); Chairman and Treasurer, Westchester County, 
New York, Chamber of Commerce (1986–1992); Director, Treasurer, and Chairman of Audit and 
Finance Committees, Putnam Hospital Center (1989–1995); Director and Chairman of Fundraising 
Campaign, United Way of Westchester and Putnam Counties, New York (1990–1995).   
 
Trustee, John Hancock retail funds3 (since 2008); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2012).     
 
 
Non-Independent Trustees4     
 
Name, year of birth  Trustee  Number of John 
Position(s) held with fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Craig Bromley, Born: 1966  2012  230 

President, John Hancock Financial Services (since 2012); Senior Executive Vice President and General 
Manager, U.S. Division, Manulife Financial Corporation (since 2012); President and Chief Executive 
Officer, Manulife Insurance Company (Manulife Japan) (2005–2012, including prior positions). 
 
Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock 
Funds II (since 2012).     
 
Warren A. Thomson, Born: 1955  2012  230 

Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The 
Manufacturers Life Insurance Company (since 2009); Chairman and Chief Executive Officer, Manulife 
Asset Management (since 2001, including prior positions); Director (since 2006), and President and 
Chief Executive Officer (since 2013), Manulife Asset Management Limited; Director and Chairman, 
Hancock Natural Resources Group, Inc. (since 2013).     
 
Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock 
Funds II (since 2012).     
 
 
Principal officers who are not Trustees     
 
Name, year of birth    Officer 
Position(s) held with fund    of the 
Principal occupation(s) and other    Trust 
directorships during past 5 years    since 
 
Andrew G. Arnott, Born: 1971    2009 

President     
Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice 
President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive 
Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior 
positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President 
(effective 3-13-14) and Executive Vice President, John Hancock retail funds,3 John Hancock Variable 
Insurance Trust, and John Hancock Funds II (since 2007, including prior positions).   

 

32  New York Tax-Free Income Fund | Annual report 

 



Principal officers who are not Trustees (continued)   
 
Name, Year of Birth  Officer 
Position(s) held with Fund  of the 
Principal occupation(s) and other  Trust 
directorships during past 5 years  since 
 
John J. Danello, Born: 1955  2006 

Senior Vice President, Secretary, and Chief Legal Officer   
Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice   
President (since 2007) and Chief Legal Counsel (2007–2010), John Hancock Funds, LLC and The   
Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief 
Legal Officer and Secretary (since 2014), John Hancock retail funds3 and John Hancock Variable   
Insurance Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009);   
Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance   
Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel   
(2007–2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment 
Management Services, LLC.   
 
Francis V. Knox, Jr., Born: 1947  2005 

Chief Compliance Officer   
Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock 
retail funds,3 John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, 
LLC, and John Hancock Investment Management Services, LLC (since 2005).   
 
Charles A. Rizzo, Born: 1957  2007 

Chief Financial Officer   
Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock   
Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial 
Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust and John Hancock   
Funds II (since 2007).   
 
Salvatore Schiavone, Born: 1965  2010 

Treasurer   
Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock 
Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer,   
John Hancock retail funds3 (since 2007, including prior positions); Treasurer, John Hancock Variable 
Insurance Trust and John Hancock Funds II (since 2010 and 2007–2009, including prior positions).   

 

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

1 Each Trustee holds office until his or her successor is elected and qualified, or until the Trustee’s death, retirement, resignation, or removal.

2 Member of the Audit Committee.

3 “John Hancock retail funds” comprises John Hancock Funds III and 37 other John Hancock funds consisting of 27 series of other John Hancock trusts and 10 closed-end funds.

4 Because Messrs. Bromley and Thomson are senior executives or directors of the advisor and/or its affiliates, each of them is considered an “interested person of the fund,” as defined in the Investment Company Act of 1940.

Annual report | New York Tax-Free Income Fund  33 

 



More information

Trustees  Investment advisor 
James M. Oates, Chairperson  John Hancock Advisers, LLC 
Steven R. Pruchansky, Vice Chairperson   
Charles L. Bardelis*  Subadvisor 
Craig Bromley  John Hancock Asset Management a division of 
Peter S. Burgess*  Manulife Asset Management (US) LLC 
William H. Cunningham 
Grace K. Fey  Principal distributor 
Theron S. Hoffman*  John Hancock Funds, LLC 
Deborah C. Jackson 
Hassell H. McClellan  Custodian 
Gregory A. Russo  State Street Bank and Trust Company 
Warren A. Thomson 
  Transfer agent 
Officers  John Hancock Signature Services, Inc. 
Andrew G. Arnott 
President  Legal counsel 
  K&L Gates LLP 
John J. Danello# 
Senior Vice President, Secretary,  Independent registered 
and Chief Legal Officer  public accounting firm 
PricewaterhouseCoopers LLP 
Francis V. Knox, Jr. 
Chief Compliance Officer   
 
Charles A. Rizzo   
Chief Financial Officer   
 
Salvatore Schiavone   
Treasurer   
 
*Member of the Audit Committee   
†Non-Independent Trustee   
#Effective 5-29-14   

 

The fund’s proxy voting policies and procedures, as well as the fund’s proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) website at sec.gov or on our website.

The fund’s complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The fund’s Form N-Q is available on our website and the SEC’s website, sec.gov, and can be reviewed and copied (for a fee) at the SEC’s Public Reference Room in Washington, DC. Call 800-SEC-0330 to receive information on the operation of the SEC’s Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhinvestments.com or by calling 800-225-5291.

You can also contact us:     
800-225-5291  Regular mail:  Express mail: 
jhinvestments.com  John Hancock Signature Services, Inc.  John Hancock Signature Services, Inc. 
  P.O. Box 55913  30 Dan Road 
  Boston, MA 02205-5913  Canton, MA 02021 

 

34  New York Tax-Free Income Fund | Annual report 

 




800-225-5291
800-231-5469 TDD
800-338-8080 EASI-Line
jhinvestments.com


 
This report is for the information of the shareholders of John Hancock New York Tax-Free Income Fund.   
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.  76A 5/14 
MF188820  7/14 

 





A look at performance

Total returns for the period ended May 31, 2014

                  Tax- 
  Average annual total  Cumulative total    SEC 30-day  SEC 30-day  equivalent 
  returns (%)      returns (%)      yield (%)  yield (%)  subsidized 
  with maximum sales charge  with maximum sales charge  subsidized  unsubsidized1  yield (%)2 

              as of  as of  as of 
  1-year  5-year  10-year  1-year  5-year  10-year  5-31-14  5-31-14  5-31-14 

Class A  –3.94  3.74  3.73  –3.94  20.16  44.19  2.04  1.89  3.80 

Class B  –5.49  3.50  3.57  –5.49  18.76  41.99  1.39  1.28  2.59 

Class C  –1.64  3.83  3.41  –1.64  20.67  39.89  1.39  1.28  2.59 

Index 1  3.44  5.14  5.00  3.44  28.47  62.84       

Index 2  3.05  5.59  5.00  3.05  31.26  62.87       

 

Performance figures assume all distributions have been reinvested. Figures reflect maximum sales charges on Class A shares of 4.0% and the applicable contingent deferred sales charge (CDSC) on Class B and Class C shares. The returns for Class A shares have been adjusted to reflect the reduction in the maximum sales charge from 4.5% to 4.0%, effective 2-3-14. The returns for Class C shares have been adjusted to reflect the elimination of the front-end sales charge effective 7-15-04. The Class B shares’ CDSC declines annually between years 1 to 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 expense ratios of the fund, both net (including any fee waivers or expense limitations) and gross (excluding any fee waivers or expense limitations), are set forth according to the most recent publicly available prospectus for the fund and may differ from those disclosed in the Financial highlights tables in this report. For all classes, the expense ratios are as follows:

  Class A*  Class B*  Class C* 
Net (%)  0.83  1.58  1.58 
Gross (%)  0.98  1.68  1.68 

 

* The fund’s distributor has contractually agreed to waive 0.15%, 0.10%, and 0.10% of Rule 12b-1 fees for Class A, Class B, and Class C shares, respectively. The current waiver agreement will remain in effect through 9-30-14.

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 current to the most recent month-end performance data, please call 800-225-5291 or visit the fund’s website at jhinvestments.com.

The performance table above and the chart on the next page do not reflect the deduction of taxes that a shareholder may pay on fund distributions or on 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 fee waivers or expense reductions, without which the expenses would increase and results would have been less favorable.

Index 1 is the Barclays Massachusetts Municipal Bond Index; Index 2 is the Barclays Municipal Bond Index.

See the following page for footnotes.

6  Massachusetts Tax-Free Income Fund | Annual report 

 



 

 
    With maximum  Without     
  Start date  sales charge  sales charge  Index 1  Index 2 

Class B3  5-31-04  $14,199  $14,199  $16,284  $16,287 

Class C3  5-31-04  13,989  13,989  16,284  16,287 

 

The values shown in the chart for “Class A shares with maximum sales charge” have been adjusted to reflect the reduction in the Class A shares’ maximum sales charge from 4.5% to 4.0%, which became effective on 2-3-14.

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.

The Class C shares investment with maximum sales charge has been adjusted to reflect the elimination of the front-end sales charge, effective 7-15-04.

Barclays Massachusetts Municipal Bond Index is an unmanaged index composed of Massachusetts investment-grade municipal bonds.

Barclays Municipal Bond Index is an unmanaged index representative of the tax-exempt bond market.

Prior to 12-14-12, the fund compared its performance solely to the Barclays Municipal Bond Index. After this date, the fund added the Barclays Massachusetts Municipal Bond Index as the primary benchmark index and retained the Barclays Municipal Bond Index as the secondary benchmark index to which the fund compares its performance to better reflect the universe of investment opportunities based on the fund’s investment strategy.

It is not possible to invest directly in an index. Index figures do not reflect expenses or sales charges, which would have resulted in lower values.

Footnotes related to performance pages

1 Unsubsidized yield reflects what the yield would have been without the effect of reimbursements and waivers.
2 Tax-equivalent yield is based on the maximum federal income tax rate of 43.4% and state tax rate of 5.2%. Share classes will differ due to varying expenses.
3 The contingent deferred sales charge is not applicable.

Annual report | Massachusetts Tax-Free Income Fund  7 

 



Management’s discussion of

Fund performance

John Hancock Asset Management a division of Manulife Asset Management (US) LLC

Tax-exempt municipal bonds (munis) posted positive returns for the year ended May 31, 2014. Munis declined early in the period as improving economic growth and a few high-profile muni credit issues sent muni yields sharply higher. Market conditions changed abruptly in early 2014 as uneven economic data (due in part to severe U.S. winter weather) eased investor concerns about higher interest rates, leading to a substantial recovery in the muni market. For the 12-month period, short-term munis generated the best returns, outperforming longer-term munis, while higher-quality munis outpaced lower-rated bonds.

Economic growth in Massachusetts has been slightly below the national average over the past year, but a steady level of economic activity and a stronger real estate market led to better-than-expected tax revenues for state and local governments. In addition, the state has managed its budget process very well, maintaining prudent fiscal discipline by keeping expenses under control and building up its reserve funds. Consequently, Massachusetts has avoided the budget deficits that have plagued many other states.

For the 12-month period ended May 31, 2014, John Hancock Massachusetts Tax-Free Income Fund’s Class A shares produced a total return of 0.07%, excluding sales charges, trailing the 3.44% return of the fund’s benchmark, the Barclays Massachusetts Municipal Bond Index.

The fund’s bond holdings based in Puerto Rico detracted from relative results as continued economic weakness and looming liquidity problems led to a series of credit rating downgrades. We reduced the fund’s exposure to these bonds during the period, but it was still a meaningful component of the portfolio. The fund’s duration was longer than that of the benchmark for much of the reporting period as we reinvested the proceeds from bond maturities and calls in longer-term Massachusetts municipal securities. The fund’s longer duration weighed on performance during the first half of the reporting period as muni yields rose and the muni yield curve steepened dramatically.

This commentary reflects the views of the portfolio manager through the end of the period discussed in this report. 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.

Past performance does not guarantee future results.

8  Massachusetts Tax-Free Income Fund | Annual report 

 



Your expenses

These examples are intended to help you understand your ongoing operating expenses of investing in the fund so you can compare these costs with the ongoing costs of investing in other mutual funds.

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 the fund’s actual ongoing operating expenses and is based on the fund’s actual return. It assumes an account value of $1,000.00 on December 1, 2013, with the same investment held until May 31, 2014.

      Expenses paid   
  Account value  Ending value  during period  Annualized 
  on 12-1-2013  on 5-31-2014  ended 5-31-20141  expense ratio 

Class A  $1,000.00  $1,067.70  $4.69  0.91% 

Class B  1,000.00  1,063.80  8.49  1.65% 

Class C  1,000.00  1,063.80  8.49  1.65% 


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 May 31, 2014, 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:

 

 

 
Annual report | Massachusetts Tax-Free Income Fund  9 

 



Your expenses

Hypothetical example for comparison purposes

This table allows you to compare the 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% annualized return before expenses (which is not the fund’s actual return). It assumes an account value of $1,000.00 on December 1, 2013, with the same investment held until May 31, 2014. Look in any other fund shareholder report to find its hypothetical example and you will be able to compare these expenses. Please remember that these hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

      Expenses paid   
  Account value  Ending value  during period  Annualized 
  on 12-1-2013  on 5-31-2014  ended 5-31-20141  expense ratio 

Class A  $1,000.00  $1,020.40  $4.58  0.91% 

Class B  1,000.00  1,016.70  8.30  1.65% 

Class C  1,000.00  1,016.70  8.30  1.65% 


Remember, these examples do not include any transaction costs, 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, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

10  Massachusetts Tax-Free Income Fund | Annual report 

 



Portfolio summary

Top 10 Holdings (28.6% of Net Assets on 5-31-14)1,2   

 
Massachusetts State Department of Transportation, Highway Revenue Tolls,   
Series B, 5.000%, 1-1-37  3.6% 

Massachusetts Bay Transportation Authority, Transit Revenue, Series B, 5.250%, 7-1-33  3.5% 

Massachusetts Water Resources Authority, Water Revenue, Series B, 5.250%, 8-1-29  3.5% 

Commonwealth of Massachusetts, Series C, 5.500%, 12-1-24  2.8% 

Puerto Rico Sales Tax Financing Corp., Sales Tax Revenue, Series A, Zero coupon, 8-1-32  2.7% 

Massachusetts Development Finance Agency, Plantation Apartments, Series A AMT,   
5.000%, 12-15-24  2.6% 

Massachusetts Development Finance Agency, Draper Laboratory, 5.875%, 9-1-30  2.6% 

Massachusetts Port Authority, Series B, 5.000%, 7-1-32  2.5% 

Massachusetts Development Finance Agency, Dominion Energy Brayton Point AMT,   
5.000%, 2-1-36  2.4% 

Metropolitan Boston Transit Parking Corp., 5.000%, 7-1-41  2.4% 

 

Sector Composition1,3       

General Obligation Bonds  5.5%  Housing  7.3% 


Revenue Bonds    Pollution  3.6% 


Health Care  17.7%  Facilities  2.4% 


Transportation  16.8%  Airport  2.0% 


Education  16.2%  Development  1.3% 


Other Revenue  13.7%  Short-Term Investments & Other  2.1% 


Water & Sewer  11.4%     

 

Quality Composition1,4   

AAA  6.1% 

AA  42.7% 

A  21.4% 

BBB  24.3% 

BB  1.2% 

Not Rated  2.2% 

Short-Term Investments & Other  2.1% 

 

1 As a percentage of net assets on 5-31-14.
2 Cash and cash equivalents are not included.
3 Fixed-income investments are subject to interest-rate and credit risk; their value will normally decline as interest rates rise or if a creditor is unable or unwilling to make principal or interest payments. Investments in higher-yielding, lower-rated securities include a higher risk of default. Municipal bond prices can decline due to fiscal mismanagement or tax shortfalls, or if related projects become unprofitable. If the fund invests heavily in any one state or region, performance could be disproportionately affected by factors particular to that state or region. Events in the financial markets have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign. In addition, reduced liquidity in credit and fixed-income markets may adversely affect issuers worldwide. The use of hedging and derivatives could produce disproportionate gains or losses and may increase costs. Sector investing is subject to greater risks than the market as a whole. Because the fund may focus on particular sectors of the economy, its performance may depend on the performance of those sectors and investments focused in one sector may fluctuate more widely than investments diversified across sectors. For additional information on these and other risk considerations, please see the fund’s prospectus.
4 Ratings are from Moody’s Investors Service, Inc. If not available, we have used Standard & Poor’s Ratings Services. In the absence of ratings from these agencies, we have used Fitch Ratings, Inc. “Not Rated” securities are those with no ratings available from these agencies. All ratings are as of 5-31-14 and do not reflect subsequent downgrades or upgrades, if any.

Annual report | Massachusetts Tax-Free Income Fund  11 

 



Fund’s investments

As of 5-31-14

    Maturity     
  Rate (%)  date  Par value  Value 
Municipal Bonds 97.9%        $88,266,513 

(Cost $82,220,164)         
 
Massachusetts 85.2%        76,833,753 

Boston Housing Authority         
Capital Program Revenue (D)  5.000  04-01-27  $1,000,000  1,066,512 

Boston Housing Authority         
Capital Program Revenue (D)  5.000  04-01-28  2,000,000  2,126,680 

Boston Industrial Development         
Financing Authority         
Harbor Electric Energy Company Project AMT  7.375  05-15-15  50,000  50,253 

Commonwealth of Massachusetts         
Public Improvements (D)  5.500  11-01-17  1,000,000  1,160,650 

Commonwealth of Massachusetts         
Series C (D)  5.500  12-01-24  2,000,000  2,565,760 

Commonwealth of Massachusetts         
Series E (D)  5.000  11-01-25  1,000,000  1,232,620 

Massachusetts Bay Transportation Authority         
Sales Tax Revenue, Series A  5.250  07-01-35  1,310,000  1,658,892 

Massachusetts Bay Transportation Authority         
Sales Tax Revenue, Series A–2 (Z)  Zero  07-01-26  2,500,000  1,500,575 

Massachusetts Bay Transportation Authority         
Transit Revenue, Series B  5.250  07-01-33  2,500,000  3,145,425 

Massachusetts Development Finance Agency         
Brandeis University, Series 0-1  5.000  10-01-40  1,000,000  1,097,930 

Massachusetts Development Finance Agency         
Carleton Willard Village  5.625  12-01-30  850,000  917,184 

Massachusetts Development Finance Agency         
Covanta Energy Project, Series C AMT  5.250  11-01-42  1,000,000  1,015,570 

Massachusetts Development Finance Agency         
Curry College, Series A (D)  5.250  03-01-26  1,000,000  1,064,180 

Massachusetts Development Finance Agency         
Dominion Energy Brayton Point AMT (P)  5.000  02-01-36  2,000,000  2,194,320 

Massachusetts Development Finance Agency         
Draper Laboratory  5.875  09-01-30  2,000,000  2,299,100 

Massachusetts Development Finance Agency         
Emerson College, Series A  5.000  01-01-40  2,000,000  2,075,840 

Massachusetts Development Finance Agency         
Harvard University, Series B  5.000  10-15-40  1,190,000  1,364,359 

Massachusetts Development Finance Agency         
Linden Ponds, Inc., Series A–1  5.500  11-15-46  56,460  40,543 

Massachusetts Development Finance Agency         
Linden Ponds, Inc., Series A–1  6.250  11-15-39  1,057,748  884,552 

 

12  Massachusetts Tax-Free Income Fund | Annual report  See notes to financial statements 

 



    Maturity     
  Rate (%)  date  Par value  Value 
Massachusetts (continued)         

Massachusetts Development Finance Agency         
Linden Ponds, Inc., Series B (Z)  Zero  11-15-56  $280,825  $1,264 

Massachusetts Development Finance Agency         
Massachusetts College of Pharmacy,         
Series E (D)  5.000  07-01-37  1,000,000  1,083,360 

Massachusetts Development Finance Agency         
New England Conservatory of Music  5.250  07-01-38  2,000,000  2,077,260 

Massachusetts Development Finance Agency         
North Hill Communities, Inc., Series A  6.500  11-15-43  1,000,000  1,029,840 

Massachusetts Development Finance Agency         
Northeastern University, Series A  5.000  03-01-39  1,000,000  1,096,120 

Massachusetts Development Finance Agency         
Olin College, Series E  5.000  11-01-38  1,000,000  1,088,460 

Massachusetts Development Finance Agency         
Orchard Cove  5.250  10-01-26  1,000,000  1,015,500 

Massachusetts Development Finance Agency         
Plantation Apartments, Series A AMT  5.000  12-15-24  2,320,000  2,337,539 

Massachusetts Development Finance Agency         
The Groves in Lincoln, Series A (H)  7.750  06-01-39  700,000  19,810 

Massachusetts Health & Educational         
Facilities Authority         
Emerson Hospital, Series E (D)  5.000  08-15-35  1,000,000  950,980 

Massachusetts Health & Educational         
Facilities Authority         
Harvard Pilgrim Health Care, Series A (D)  5.000  07-01-18  1,000,000  1,003,970 

Massachusetts Health & Educational         
Facilities Authority         
Lahey Clinic Medical Center, Series C (D)  5.000  08-15-23  1,000,000  1,048,150 

Massachusetts Health & Educational         
Facilities Authority         
Mass Eye & Ear Infirmary  5.375  07-01-35  2,000,000  2,107,420 

Massachusetts Health & Educational         
Facilities Authority         
Partners HealthCare System  5.000  07-01-22  1,000,000  1,139,870 

Massachusetts Health & Educational         
Facilities Authority         
Partners HealthCare, Series J1  5.000  07-01-34  1,000,000  1,110,680 

Massachusetts Health & Educational         
Facilities Authority         
South Shore Hospital  5.750  07-01-29  365,000  366,573 

Massachusetts Health & Educational         
Facilities Authority         
Springfield College  5.625  10-15-40  2,000,000  2,141,700 

Massachusetts Health & Educational         
Facilities Authority         
Sterling & Francine Clark, Series A  5.000  07-01-36  1,000,000  1,067,020 

Massachusetts Health & Educational         
Facilities Authority         
Suffolk University, Series A  5.750  07-01-39  1,000,000  1,085,050 

Massachusetts Health & Educational         
Facilities Authority         
Suffolk University, Series A  6.250  07-01-30  1,000,000  1,172,060 

 

See notes to financial statements  Annual report | Massachusetts Tax-Free Income Fund  13 

 



    Maturity     
  Rate (%)  date  Par value  Value 
Massachusetts (continued)         

Massachusetts Health & Educational         
Facilities Authority         
Tufts University  5.375  08-15-38  $350,000  $398,223 

Massachusetts Health & Educational         
Facilities Authority         
Woods Hole Oceanographic, Series B  5.375  06-01-30  1,000,000  1,121,600 

Massachusetts Port Authority         
Boston Fuel Project AMT (D)  5.000  07-01-32  1,770,000  1,829,684 

Massachusetts Port Authority         
Conrac Project, Series A  5.125  07-01-41  1,500,000  1,597,470 

Massachusetts Port Authority         
Series B  5.000  07-01-32  2,000,000  2,247,080 

Massachusetts Port Authority         
US Airways Project, Series A, AMT (D)  5.750  09-01-16  635,000  636,422 

Massachusetts State College Building Authority         
College & University Revenue, Series A  5.500  05-01-49  1,000,000  1,133,290 

Massachusetts State College Building Authority         
College & University Revenue, Series B (D)(Z)  Zero  05-01-19  1,000,000  923,710 

Massachusetts State Department         
of Transportation         
Highway Revenue Tolls, Series B  5.000  01-01-37  3,000,000  3,213,870 

Massachusetts State Department         
of Transportation         
Highway Revenue Tolls, Series C (D)(Z)  Zero  01-01-20  1,000,000  905,250 

Massachusetts Water Pollution         
Abatement Trust         
Government Fund/Grant Revenue  5.000  08-01-28  1,000,000  1,153,070 

Massachusetts Water Pollution         
Abatement Trust         
Series 9  5.250  08-01-18  60,000  63,493 

Massachusetts Water Pollution         
Abatement Trust         
Unrefunded 2012 Pooled Loan Program,         
Series 7  5.125  02-01-31  785,000  788,014 

Massachusetts Water Pollution         
Abatement Trust         
Water Revenue, Series 13  5.000  08-01-28  1,000,000  1,117,870 

Massachusetts Water Pollution         
Abatement Trust         
Water Revenue, Series 14  5.000  08-01-32  1,000,000  1,131,690 

Massachusetts Water Resources Authority         
Water Revenue, Series A  5.000  08-01-40  1,600,000  1,746,896 

Massachusetts Water Resources Authority         
Water Revenue, Series B  5.000  08-01-39  1,000,000  1,120,170 

Massachusetts Water Resources Authority         
Water Revenue, Series B (D)  5.250  08-01-29  2,500,000  3,132,600 

Metropolitan Boston Transit Parking Corp.  5.000  07-01-41  2,000,000  2,169,780 

 

14  Massachusetts Tax-Free Income Fund | Annual report  See notes to financial statements 

 



    Maturity     
  Rate (%)  date  Par value  Value 
Puerto Rico 10.3%        $9,255,120 

Puerto Rico Highway &         
Transportation Authority         
Fuel Sales Tax Revenue, Escrowed to         
Maturity, Series Y  6.250  07-01-14  $955,000  960,023 

Puerto Rico Highway &         
Transportation Authority         
Fuel Sales Tax Revenue, Series Y  6.250  07-01-14  45,000  44,964 

Puerto Rico Highway &         
Transportation Authority         
Prerefunded, Series AA (D)  5.500  07-01-19  1,640,000  1,990,534 

Puerto Rico Highway &         
Transportation Authority         
Unrefunded, Series AA (D)  5.500  07-01-19  360,000  389,779 

Puerto Rico Housing Finance Authority         
Subordinated Capital Fund         
Modernization (D)  5.125  12-01-27  1,000,000  1,004,580 

Puerto Rico Sales Tax Financing Corp.,         
Sales Tax Revenue, Series A (Zero coupon         
steps up to 6.750% on 8-1-16)  Zero  08-01-32  3,000,000  2,436,840 

Puerto Rico Sales Tax Financing Corp.,         
Series A  5.375  08-01-39  1,000,000  808,840 

Puerto Rico Sales Tax Financing Corp.,         
Series C  5.375  08-01-38  2,000,000  1,619,560 
 
Virgin Islands 1.8%        1,630,675 

Virgin Islands Public Finance Authority, Series A  6.750  10-01-37  1,000,000  1,110,110 

Virgin Islands Public Finance Authority,         
Series A–1  5.000  10-01-39  500,000  520,565 
 
Guam 0.6%        546,965 

Guam Government, Series A  5.750  12-01-34  500,000  546,965 
 
 
      Par value  Value 
Short-Term Investments 1.0%        $882,000 

(Cost $882,000)         
 
Repurchase Agreement 1.0%        882,000 

Repurchase Agreement with State Street Corp. dated 5-30-14 at       
0.000% to be repurchased at $882,000 on 6-2-14, collateralized     
by $910,000 U.S. Treasury Notes, 0.625% due 11-30-17 (valued at     
$900,387, including interest)      $882,000  882,000 

 
Total investments (Cost $83,102,164)98.9%      $89,148,513 

 
Other assets and liabilities, net 1.1%        $988,681 

 
Total net assets 100.0%        $90,137,194 

 

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  Annual report | Massachusetts Tax-Free Income Fund  15 

 



Notes to Schedule of Investments

AMT Interest earned from these securities may be considered a tax preference item for purpose of the Federal Alternative Minimum Tax.

(D) Bond is insured by one or more of these companies:

Insurance coverage  As a % of total investments 

Assured Guaranty Municipal Corp.  9.5% 
National Public Finance Guarantee Corp.  7.2% 
Ambac Financial Group, Inc.  4.3% 
ACA Financial Guaranty Corp.  1.2% 
Assured Guaranty Corp.  1.2% 
Capital Funding Program  1.1% 
Radian Asset Assurance, Inc.  1.1% 
XL Capital Assurance, Inc.  1.0% 

Total 26.6% 

 

(H) Non-income producing — Issuer is in default.

(P) Variable rate obligation. The coupon rate shown represents the rate at period end.

(Z) Zero coupon bonds are issued at a discount from their principal amount in lieu of paying interest periodically.

† At 5-31-14, the aggregate cost of investment securities for federal income tax purposes was $82,811,941. Net unrealized appreciation aggregated $6,336,572, of which $7,607,728 related to appreciated investment securities and $1,271,156 related to depreciated investment securities.

The fund had the following sector composition as a percentage of total net assets on 5-31-14:

General Obligation Bonds  5.5% 
Revenue Bonds   
Health Care  17.7% 
Transportation  16.8% 
Education  16.2% 
Other Revenue  13.7% 
Water & Sewer  11.4% 
Housing  7.3% 
Pollution  3.6% 
Facilities  2.4% 
Airport  2.0% 
Development  1.3% 
Short-Term Investments & Other  2.1% 
 
Total  100.0% 

 

16  Massachusetts Tax-Free Income Fund | Annual report  See notes to financial statements 

 



F I N A N C I A L  S T A T E M E N T S

 

Financial statements

Statement of assets and liabilities 5-31-14

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 $83,102,164)  $89,148,513 
Cash  821 
Receivable for fund shares sold  78,659 
Interest receivable  1,307,569 
Receivable from affiliates  1,173 
Other receivables and prepaid expenses  12,254 
 
Total assets  90,548,989 
 
Liabilities   

Payable for fund shares repurchased  299,792 
Distributions payable  37,920 
Payable to affiliates   
Accounting and legal services fees  3,554 
Transfer agent fees  4,924 
Distribution and service fees  11,730 
Trustees’ fees  143 
Other liabilities and accrued expenses  53,732 
 
Total liabilities  411,795 
 
Net assets  $90,137,194 
 
Net assets consist of   

Paid-in capital  $87,701,995 
Undistributed net investment income  164,185 
Accumulated net realized gain (loss) on investments  (3,775,335) 
Net unrealized appreciation (depreciation) on investments  6,046,349 
 
Net assets  $90,137,194 
 
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 ($74,259,724 ÷ 5,958,615 shares)1  $12.46 
Class B ($2,172,365 ÷ 174,345 shares)1  $12.46 
Class C ($13,705,105 ÷ 1,099,737 shares)1  $12.46 
 
Maximum offering price per share   

Class A (net asset value per share ÷ 96%)2  $12.98 


1
Redemption price is equal to net asset value less any applicable contingent deferred sales charge.

2 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  Annual report | Massachusetts Tax-Free Income Fund  17 

 



F I N A N C I A L  S T A T E M E N T S

 

Statement of operations For the year ended 5-31-14

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  $4,521,857 
 
Total investment income  4,521,857 
 
Expenses   

Investment management fees  493,545 
Distribution and service fees  420,116 
Accounting and legal services fees  19,310 
Transfer agent fees  65,606 
Trustees’ fees  3,027 
State registration fees  16,323 
Printing and postage  7,632 
Professional fees  69,648 
Custodian fees  16,238 
Registration and filing fees  26,658 
Other  9,296 
 
Total expenses  1,147,399 
Less expense reductions  (145,035) 
 
Net expenses  1,002,364 
 
Net investment income  3,519,493 
 
Realized and unrealized gain (loss)   

 
Net realized gain (loss) on   
Investments  (4,072,230) 
  (4,072,230) 
Change in net unrealized appreciation (depreciation) of   
Investments  (1,572,170) 
  (1,572,170) 
Net realized and unrealized loss  (5,644,400) 
 
Decrease in net assets from operations  ($2,124,907) 

 

18  Massachusetts Tax-Free Income Fund | Annual report  See notes to financial statements 

 



F I N A N C I A L  S T A T E M E N T S

 

Statements of 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 
  5-31-14  5-31-13 
 
Increase (decrease) in net assets     

 
From operations     
Net investment income  $3,519,493  $4,111,700 
Net realized gain (loss)  (4,072,230)  253,622 
Change in net unrealized appreciation (depreciation)  (1,572,170)  (1,976,254) 
 
Increase (decrease) in net assets resulting from operations  (2,124,907)  2,389,068 
 
Distributions to shareholders     
From net investment income     
Class A  (3,048,725)  (3,498,903) 
Class B  (75,533)  (88,721) 
Class C  (458,662)  (505,315) 
From net realized gain     
Class A  (127,277)  (8,479) 
Class B  (3,898)  (275) 
Class C  (22,840)  (1,592) 
 
Total distributions  (3,736,935)  (4,103,285) 
 
From fund share transactions  (30,184,088)  (124,316) 
 
Total decrease  (36,045,930)  (1,838,533) 
 
Net assets     

Beginning of year  126,183,124  128,021,657 
 
End of year  $90,137,194  $126,183,124 
 
Undistributed net investment income  $164,185  $244,761 

 

See notes to financial statements  Annual report | Massachusetts Tax-Free Income Fund  19 

 



Financial highlights

The Financial highlights show how the fund’s net asset value for a share has changed during the period.

CLASS A SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.95  $13.13  $12.22  $12.53  $12.10 
Net investment income1  0.45  0.44  0.49  0.50  0.49 
Net realized and unrealized gain (loss) on investments  (0.46)  (0.18)  0.91  (0.30)  0.46 
Total from investment operations  (0.01)  0.26  1.40  0.20  0.95 
Less distributions           
From net investment income  (0.46)  (0.44)  (0.48)  (0.49)  (0.49) 
From net realized gain  (0.02)  2  (0.01)  (0.02)  (0.03) 
Total distributions  (0.48)  (0.44)  (0.49)  (0.51)  (0.52) 
Net asset value, end of period  $12.46  $12.95  $13.13  $12.22  $12.53 
Total return (%)3,4  0.07  1.94  11.67  1.67  8.04 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $74  $103  $105  $92  $105 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.04  0.98  1.00  1.00  1.00 
Expenses including reductions  0.88  0.83  0.87  0.95  1.00 
Net investment income  3.70  3.31  3.82  4.04  4.00 
Portfolio turnover (%)  10  16  11  17  10 


1
Based on average daily shares outstanding.
2 Less than $0.005 per share.
3 Does not reflect the effect of sales charges, if any.
4 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

 

 

 

 

CLASS B SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.95  $13.13  $12.22  $12.53  $12.09 
Net investment income1  0.36  0.34  0.39  0.41  0.41 
Net realized and unrealized gain (loss) on investments  (0.47)  (0.18)  0.92  (0.29)  0.46 
Total from investment operations  (0.11)  0.16  1.31  0.12  0.87 
Less distributions           
From net investment income  (0.36)  (0.34)  (0.39)  (0.41)  (0.40) 
From net realized gain  (0.02)  2  (0.01)  (0.02)  (0.03) 
Total distributions  (0.38)  (0.34)  (0.40)  (0.43)  (0.43) 
Net asset value, end of period  $12.46  $12.95  $13.13  $12.22  $12.53 
Total return (%)3,4  (0.68)  1.18  10.85  0.96  7.37 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $2  $3  $3  $3  $5 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.74  1.68  1.70  1.70  1.70 
Expenses including reductions  1.63  1.58  1.62  1.65  1.70 
Net investment income  2.95  2.56  3.08  3.33  3.29 
Portfolio turnover (%)  10  16  11  17  10 


1
Based on average daily shares outstanding.
2 Less than $0.005 per share.
3 Does not reflect the effect of sales charges, if any.
4 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

 

 

 

20  Massachusetts Tax-Free Income Fund | Annual report  See notes to financial statements 

 



CLASS C SHARES Period ended  5-31-14  5-31-13  5-31-12  5-31-11  5-31-10 
 
Per share operating performance           

Net asset value, beginning of period  $12.95  $13.13  $12.22  $12.53  $12.10 
Net investment income1  0.36  0.34  0.39  0.41  0.41 
Net realized and unrealized gain (loss) on investments  (0.47)  (0.18)  0.92  (0.29)  0.45 
Total from investment operations  (0.11)  0.16  1.31  0.12  0.86 
Less distributions           
From net investment income  (0.36)  (0.34)  (0.39)  (0.41)  (0.40) 
From net realized gain  (0.02)  2  (0.01)  (0.02)  (0.03) 
Total distributions  (0.38)  (0.34)  (0.40)  (0.43)  (0.43) 
Net asset value, end of period  $12.46  $12.95  $13.13  $12.22  $12.53 
Total return (%)3,4  (0.67)  1.18  10.85  0.96  7.29 
 
Ratios and supplemental data           

Net assets, end of period (in millions)  $14  $20  $19  $17  $19 
Ratios (as a percentage of average net assets):           
Expenses before reductions  1.74  1.68  1.70  1.70  1.70 
Expenses including reductions  1.63  1.58  1.62  1.65  1.70 
Net investment income  2.95  2.56  3.07  3.34  3.30 
Portfolio turnover (%)  10  16  11  17  10 


1
Based on average daily shares outstanding.
2 Less than $0.005 per share.
3 Does not reflect the effect of sales charges, if any.
4 Total returns would have been lower had certain expenses not been reduced during the applicable periods.

 

 

 

 

See notes to financial statements  Annual report | Massachusetts Tax-Free Income Fund  21 

 



Notes to financial statements

Note 1 — Organization

John Hancock Massachusetts Tax-Free Income Fund (the fund), is a series of John Hancock Tax-Exempt Series Fund (the Trust), an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act). The investment objective of the fund is to seek a high level of current income, consistent with preservation of capital, that is exempt from federal and Massachusetts personal income taxes.

The fund may offer multiple classes of shares. The shares currently offered are detailed in the Statement of assets and liabilities. Class A and Class C shares are offered to all investors. Class B shares are closed to new investors. Shareholders of each class have exclusive voting rights to matters that affect that class. The distribution and service fees, if any, and transfer agent fees, for each class may differ. Class B shares convert to Class A shares eight years after purchase.

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions as of the date of the financial statements. Actual results could differ from those estimates and those differences could be significant. Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the fund:

Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. In order to value the securities, the fund uses the following valuation techniques: Debt obligations are valued based on the evaluated prices provided by an independent pricing vendor or from broker-dealers. Independent pricing vendors utilize matrix pricing which takes 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, as well as broker supplied prices. Securities that trade only in the over-the-counter market are valued using bid prices. Certain short-term securities with maturities of 60 days or less at the time of purchase are valued at amortized cost. Other fund securities and assets, for which reliable market quotations are not readily available, are valued at fair value as determined in good faith by the fund’s Pricing Committee following procedures established by the Board of Trustees. The frequency with which these fair valuation procedures are used cannot be predicted and fair value of securities may differ significantly from the value that would have been used had a ready market for such securities existed.

The fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using other significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the fund’s own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events or

22  Massachusetts Tax-Free Income Fund | Annual report 

 



trends, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy.

The following is a summary of the values by input classification of the fund’s investments as of May 31, 2014, by major security category or type:

        LEVEL 3 
      LEVEL 2  SIGNIFICANT 
  TOTAL MARKET  LEVEL 1  SIGNIFICANT  UNOBSERVABLE 
  VALUE AT 5-31-14  QUOTED PRICE  OBSERVABLE INPUTS  INPUTS 

Municipal Bonds         
Massachusetts  $76,833,753    $76,813,943  $19,810 
Puerto Rico  9,255,120    9,255,120   
Virgin Islands  1,630,675    1,630,675   
Guam  546,965    546,965   
Short-Term Investments  882,000    882,000   
 
Total Investments in         
Securities  $89,148,513    $89,128,703  $19,810 

 

Repurchase agreements. The fund may enter into repurchase agreements. When the fund enters into a repurchase agreement, it receives collateral that is held in a segregated account by the fund’s custodian. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. Collateral received by the fund for repurchase agreements is disclosed in the Fund’s investments as part of the caption related to the repurchase agreement.

Repurchase agreements are typically governed by the terms and conditions of the Master Repurchase Agreement and/or Global Master Repurchase Agreement (collectively, MRA). Upon an event of default, the non-defaulting party may close out all transactions traded under the MRA and net amounts owed. Absent an event of default, the MRA does not result in an offset of the reported amounts of assets and liabilities in the Statement of assets and liabilities. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline or the counterparty may have insufficient assets to pay back claims resulting from close-out of the transactions.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Interest income includes coupon interest and amortization/accretion of premiums/discounts on debt securities. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by stopping current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.

Line of credit. The fund may borrow from banks for temporary or emergency purposes, including meeting redemption requests that otherwise might require the untimely sale of securities. Pursuant to the fund’s custodian agreement, the custodian may loan money to the fund to make properly authorized payments. The fund is obligated to repay the custodian for any overdraft, including any related costs or expenses. The custodian may have a lien, security interest or security entitlement in any fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.

Annual report | Massachusetts Tax-Free Income Fund  23 

 



In addition, the fund and other affiliated funds have entered into an agreement with Citibank N.A. that enables them to potentially participate in a $300 million unsecured committed line of credit. A commitment fee, payable at the end of each calendar quarter, based on the average daily unused portion of the line of credit, is charged to each participating fund on a pro rata basis and is reflected in other expenses on the Statement of operations. Commitment fees for the year ended May 31, 2014 were $485. For the year ended May 31, 2014, the fund had no borrowings under the line of credit.

Expenses. Within the John Hancock group of funds complex, expenses that are directly attributable to an individual fund are allocated to such fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund’s relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 net assets of the class. Class-specific expenses, such as distribution and service fees, if any, and transfer agent fees, for all classes, are calculated daily at the class level based on the appropriate net assets of each class and the specific expense rates applicable to each class.

Federal income taxes. The fund intends to continue to qualify 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.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

For federal income tax purposes, as of May 31, 2014, the fund has a short-term capital loss carryforward of $2,450,485 and a long-term capital loss carryforward of $1,391,915 available to offset future net realized capital gains. These carryforwards as of May 31, 2014, do not expire. Net capital losses of $223,158, that are the result of security transactions occurring after October 31, 2013, are treated as occurring on June 1, 2014, the first day of the fund’s next taxable year.

As of May 31, 2014, the fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The fund’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.

Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The fund generally declares dividends daily and pays them monthly. Capital gain distributions, if any, are distributed annually. The tax character of distributions for the years ended May 31, 2014 and 2013 was as follows:

  MAY 31, 2014  MAY 31, 2013 

Ordinary Income  $336  $114,827 
Exempt Interest  3,582,809  3,978,112 
Long-Term Capital Gain  153,790  10,346 

Total  $3,736,935  $4,103,285 

 

Distributions paid by the fund with respect to each class of shares are calculated in the same manner, at the same time and in the same amount, except for the effect of class level expenses

24  Massachusetts Tax-Free Income Fund | Annual report 

 



that may be applied differently to each class. As of May 31, 2014, the components of distributable earnings on a tax basis consisted of $202,105 of undistributed exempt interest.

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. Material distributions in excess of tax basis earnings and profits, if any, are reported in the fund’s financial statements as a return of capital.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to distributions payable and accretion on debt securities.

Note 3 — Guarantees and indemnifications

Under the Trust’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust, including the fund. Additionally, in the normal course of business, the fund enters into contracts with service providers that contain general indemnification clauses. The fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Note 4 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Advisor) serves as investment advisor for the fund. John Hancock Funds, LLC (the Distributor), an affiliate of the Advisor, serves as principal underwriter of the fund. The Advisor and the Distributor are indirect, wholly owned subsidiaries of Manulife Financial Corporation (MFC).

Management fee. The fund has an investment management agreement with the Advisor under which the fund pays a daily management fee to the Advisor equivalent, on an annual basis, to the sum of: (a) 0.500% of the first $250,000,000 of the fund’s average daily net assets; (b) 0.450% of the next $250,000,000 of the fund’s average daily net assets; (c) 0.425% of the next $500,000,000 of the fund’s average daily net assets; (d) 0.400% of the next $250,000,000 of the fund’s average daily net assets; and (e) 0.300% of the fund’s average daily net assets in excess of $1,250,000,000. The Advisor has a subadvisory agreement with John Hancock Asset Management a division of Manulife Asset Management (US) LLC, an indirectly owned subsidiary of MFC and an affiliate of the Advisor. The fund is not responsible for payment of the subadvisory fees.

Effective June 1, 2013, the Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock complex, including the fund (the participating portfolios). The waiver equals, on an annualized basis, 0.01% of that portion of the aggregate net assets of all the participating portfolios that exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds $125 billion but is less than or equal to $150 billion; and 0.015% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. This arrangement may be amended or terminated at any time by the Advisor upon notice to the fund and with the approval of the Board of Trustees.

The expense reductions described above amounted to $4,782, $148 and $898 for Class A, Class B, and Class C shares, respectively, for the year ended May 31, 2014.

Annual report | Massachusetts Tax-Free Income Fund  25 

 



The investment management fees, including the impact of the waivers and reimbursements as described above, incurred for the year ended May 31, 2014 were equivalent to a net annual effective rate of 0.49% of the fund’s average daily net assets.

Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services to the fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These expenses are allocated to each share class based on its relative net assets at the time the expense was incurred. These accounting and legal services fees incurred for the year ended May 31, 2014 amounted to an annual rate of 0.02% of the fund’s average daily net assets.

Distribution and service plans. The fund has a distribution agreement with the Distributor. The fund has adopted distribution and service plans with respect to Class A, Class B, and Class C shares pursuant to Rule 12b-1 under the 1940 Act, to pay the Distributor for services provided as the distributor of shares of the fund. The fund may pay up to the following contractual rates of distribution fees under these arrangements, expressed as an annual percentage of average daily net assets for each class of the fund’s shares.

CLASS  RULE 12b-1 FEE 

Class A  0.30% 
Class B  1.00% 
Class C  1.00% 

 

The Distributor has contractually agreed to waive 0.15%, 0.10%, and 0.10% of Rule 12b-1 fees for Class A, Class B, and Class C shares, respectively. The current waiver agreement expires on September 30, 2014, unless renewed by mutual agreement of the fund and the Distributor based upon a determination that this is appropriate under the circumstances at the time. For the year ended May 31, 2014 the fund was reimbursed $121,494, $2,507 and $15,206 for Class A, Class B, and Class C shares, respectively, for 12b-1 fees.

Sales charges. Class A shares are assessed up-front sales charges, which resulted in payments to the Distributor amounting to $40,613 for the year ended May 31, 2014. Of this amount, $6,195 was retained and used for printing prospectuses, advertising, sales literature and other purposes, $23,483 was paid as sales commissions to broker-dealers and $10,935 was paid as sales commissions to sales personnel of Signator Investors, Inc., a broker-dealer affiliate of the Advisor. The up-front sales charge for Class A shares is 4.00%. Prior to February 3, 2014, the up-front sales charge for Class A shares was 4.50%.

Class A, Class B and Class C shares may be subject to contingent deferred sales charges (CDSCs). Certain Class A shares that are acquired through purchases of $1 million or more and are redeemed within one year of purchase are subject to a 1.00% sales charge. Class B shares that are redeemed within six years of purchase are subject to CDSCs, at declining rates, beginning at 5.00%. Class C shares that are redeemed within one year of purchase are subject to a 1.00% CDSC. CDSCs are applied to the lesser of the current market value at the time of redemption or the original purchase cost of the shares being redeemed. Proceeds from CDSCs are used to compensate the Distributor for providing distribution-related services in connection with the sale of these shares. During the year ended May 31, 2014, CDSCs received by the Distributor amounted to $17, $2,995, and $2,826 for Class A, Class B, and Class C shares, respectively.

Transfer agent fees. The fund has a transfer agent agreement with John Hancock Signature Services, Inc. (Signature Services), an affiliate of the Advisor. The transfer agent fees paid to Signature Services are determined based on the cost to Signature Services (Signature Services Cost) of providing recordkeeping services. The Signature Services Cost includes a component of allocated

26  Massachusetts Tax-Free Income Fund | Annual report 

 



John Hancock corporate overhead for providing transfer agent services to the fund and to all other John Hancock affiliated funds. It also includes out-of-pocket expenses, including payments made to third-parties for recordkeeping services provided to their clients who invest in one or more John Hancock funds. In addition, Signature Services Cost may be reduced by certain fees that Signature Services receives in connection with retirement and small accounts. Signature Services Cost is calculated monthly and allocated, as applicable, to five categories of share classes: Retail Share and Institutional Share Classes of Non-Municipal Bond Funds, Class R6 Shares, Retirement Share Classes and Municipal Bond Share Classes. Within each of these categories, the applicable costs are allocated to the affected John Hancock affiliated funds and/or classes, based on the relative average daily net assets.

Prior to October 1, 2013, Signature Services Cost was calculated monthly and allocated, as applicable, to four categories of share classes: Institutional Share Classes, Retirement Share Classes, Municipal Bond Share Classes and all other Retail Share Classes. Within each of these categories, the applicable costs were allocated to the affected John Hancock affiliated funds and/or classes, based on the relative average daily net assets.

Class level expenses. Class level expenses for the year ended May 31, 2014 were:

  DISTRIBUTION  TRANSFER 
CLASS  AND SERVICE FEES  AGENT FEES 

Class A  $242,988  $53,837 
Class B  25,071  1,667 
Class C  152,057  10,102 
Total  $420,116  $65,606 

 

Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. The costs of paying Trustee compensation and expenses are allocated to each fund based on its net assets relative to other funds within the John Hancock group of funds complex.

Note 5 — Fund share transactions

Transactions in fund shares for the years ended May 31, 2014 and 2013 were as follows:

  Year ended 5-31-14  Year ended 5-31-13 
  Shares  Amount  Shares  Amount 
Class A shares         

Sold  707,713  $8,542,342  968,028  $12,758,934 
Distributions reinvested  222,241  2,678,125  209,720  2,766,056 
Repurchased  (2,948,225)  (35,497,559)  (1,218,206)  (16,078,058) 
 
Net decrease  (2,018,271)  ($24,277,092)  (40,458)  ($553,068) 
 
Class B shares         

Sold  2,098  $25,737  48,013  $632,987 
Distributions reinvested  5,143  61,944  4,919  64,872 
Repurchased  (80,126)  (966,571)  (70,184)  (924,865) 
 
Net decrease  (72,885)  ($878,890)  (17,252)  ($227,006) 
 
Class C shares         

Sold  55,389  $674,851  211,768  $2,794,376 
Distributions reinvested  33,391  402,349  32,179  424,360 
Repurchased  (506,536)  (6,105,306)  (194,723)  (2,562,978) 
 
Net increase (decrease)  (417,756)  ($5,028,106)  49,224  $655,758 
 
Total net decrease  (2,508,912)  ($30,184,088)  (8,486)  ($124,316) 

 

Annual report | Massachusetts Tax-Free Income Fund  27 

 



Note 6 — Purchase and sale of securities

Purchases and sales of securities, other than short-term securities, amounted to $9,287,396 and $34,930,752, respectively, for the year ended May 31, 2014.

Note 7 — Subsequent event

On June 25, 2014, the Board of Trustees approved a proposal to merge John Hancock Massachusetts Tax-Free Income Fund into John Hancock Tax-Free Bond Fund. Shareholders of John Hancock Massachusetts Tax-Free Income Fund are expected to meet on December 3, 2014, to vote on the proposal. If approved, the merger is expected to be completed on or about December 5, 2014. John Hancock Massachusetts Tax-Free Income Fund will close to new investors after the close of business on September 2, 2014. The fund will remain open to purchases and redemptions from existing shareholders until on or about December 5, 2014.

28  Massachusetts Tax-Free Income Fund | Annual report 

 



Auditor’s report

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of John Hancock Tax-Exempt Series Fund 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 May 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 May 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

As discussed in Note 7 to the financial statements, the Board of Trustees has approved a proposal to merge the Fund into the John Hancock Tax-Free Bond Fund. Shareholders of the Fund are expected to meet on December 3, 2014, to vote on the proposal. Management’s plans in regard to these matters are also described in Note 7.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 14, 2014

Annual report | Massachusetts Tax-Free Income Fund  29 

 



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 May 31, 2014.

The fund paid $153,790 in capital gain dividends.

99.99% of dividends from net investment income are exempt-interest dividends.

Eligible shareholders will be mailed a 2014 Form 1099-DIV in early 2015. This will reflect the tax character of all distributions paid in calendar year 2014.

Please consult a tax advisor regarding the tax consequences of your investment in the fund.

30  Massachusetts Tax-Free Income Fund | Annual report 

 



Trustees and 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, year of birth  Trustee  Number of John 
Position(s) held with fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
James M. Oates, Born: 1946  2012  230 

Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, 
Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. 
(formerly IBEX Capital Markets, Inc.) (financial services company) (1997–2011); Director, Stifel Financial 
(since 1996); Director, Investor Financial Services Corporation (1995–2007); Director, Connecticut River 
Bancorp (since 1998); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988).   
 
Trustee and Chairperson of the Board, John Hancock retail funds3 (since 2012); Trustee (2005–2006 and 
since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and 
Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson 
of the Board, John Hancock Funds II (since 2005).     
 
Charles L. Bardelis,2 Born: 1941  2012  230 

Director, Island Commuter Corp. (marine transport).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock 
Funds II (since 2005).     
 
Peter S. Burgess,2 Born: 1942  2012  230 

Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; 
Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln 
Educational Services Corporation (since 2004); Director, Symetra Financial Corporation (since 2010); 
Director, PMA Capital Corporation (2004–2010).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). 
 
William H. Cunningham, Born: 1944  2005  230 

Professor, University of Texas, Austin, Texas (since 1971); former Chancellor, University of Texas System 
and former President of the University of Texas, Austin, Texas; Director, LIN Television (since 2009); 
Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, 
Resolute Energy Corporation (since 2009); Director, Southwest Airlines (since 2000); former Director, 
Introgen (manufacturer of biopharmaceuticals) (until 2008); former Director, Hicks Acquisition Company I, 
Inc. (until 2007); former Director, Texas Exchange Bank, SSB (formerly Bank of Crowley) (until 2009); 
former Advisory Director, JP Morgan Chase Bank (formerly Texas Commerce Bank–Austin) (until 2009). 
 
Trustee, John Hancock retail funds3 (since 1986); Trustee, John Hancock Variable Insurance Trust 
(since 2012); Trustee, John Hancock Funds II (since 2012 and 2005–2006).     

 

Annual report | Massachusetts Tax-Free Income Fund  31 

 



Independent Trustees (continued)

Name, Year of Birth  Trustee  Number of John 
Position(s) held with Fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Grace K. Fey, Born: 1946  2012  230 

Chief Executive Officer, Grace Fey Advisors (since 2007); Director and Executive Vice President, Frontier 
Capital Management Company (1988–2007); Director, Fiduciary Trust (since 2009).   
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2008).     
 
Theron S. Hoffman,2 Born: 1947  2012  230 

Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd 
Organization (consulting firm) (2003–2010); President, Westport Resources Management (investment 
management consulting firm) (2006–2008); Senior Managing Director, Partner, and Operating Head, 
Putnam Investments (2000–2003); Executive Vice President, The Thomson Corp. (financial and legal 
information publishing) (1997–2000).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2008).     
 
Deborah C. Jackson, Born: 1952  2008  230 

President, Cambridge College, Cambridge, Massachusetts (since 2011); Chief Executive Officer, 
American Red Cross of Massachusetts Bay (2002–2011); Board of Directors of Eastern Bank Corporation 
(since 2001); Board of Directors of Eastern Bank Charitable Foundation (since 2001); Board of Directors 
of American Student Assistance Corporation (1996–2009); Board of Directors of Boston Stock Exchange 
(2002–2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007–2011). 
 
Trustee, John Hancock retail funds3 (since 2008); Trustee of John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2012).     
 
Hassell H. McClellan, Born: 1945  2012  230 

Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The 
Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston 
College (retired 2013).     
 
Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005–2006 and 
since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). 
 
Steven R. Pruchansky, Born: 1944  2005  230 

Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director 
and President, Greenscapes of Southwest Florida, Inc. (until 2000); Member, Board of Advisors, First 
American Bank (until 2010); Managing Director, Jon James, LLC (real estate) (since 2000); Director, 
First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, 
Maxwell Building Corp. (until 1991).     
 
Trustee (since 1992) and Chairperson of the Board (2011–2012), John Hancock retail funds3; Trustee and 
Vice Chairperson of the Board, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and 
John Hancock Funds II (since 2012).     

 

32  Massachusetts Tax-Free Income Fund | Annual report 

 



Independent Trustees (continued)

Name, Year of Birth  Trustee  Number of John 
Position(s) held with Fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Gregory A. Russo, Born: 1949  2009  230 

Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance 
Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare 
system); Director and Member of Finance Committee, The Moorings, Inc. (nonprofit continuing care 
community) (since 2012); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002–2006); 
Vice Chairman, Industrial Markets, KPMG (1998–2002); Chairman and Treasurer, Westchester County, 
New York, Chamber of Commerce (1986–1992); Director, Treasurer, and Chairman of Audit and 
Finance Committees, Putnam Hospital Center (1989–1995); Director and Chairman of Fundraising 
Campaign, United Way of Westchester and Putnam Counties, New York (1990–1995).   
 
Trustee, John Hancock retail funds3 (since 2008); Trustee, John Hancock Variable Insurance Trust and 
John Hancock Funds II (since 2012).     
 
 
Non-Independent Trustees4     
 
Name, year of birth  Trustee  Number of John 
Position(s) held with fund  of the  Hancock funds 
Principal occupation(s) and other  Trust  overseen by 
directorships during past 5 years  since1  Trustee 
 
Craig Bromley, Born: 1966  2012  230 

President, John Hancock Financial Services (since 2012); Senior Executive Vice President and General 
Manager, U.S. Division, Manulife Financial Corporation (since 2012); President and Chief Executive 
Officer, Manulife Insurance Company (Manulife Japan) (2005–2012, including prior positions). 
 
Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock 
Funds II (since 2012).     
 
Warren A. Thomson, Born: 1955  2012  230 

Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The 
Manufacturers Life Insurance Company (since 2009); Chairman and Chief Executive Officer, Manulife 
Asset Management (since 2001, including prior positions); Director (since 2006), and President and 
Chief Executive Officer (since 2013), Manulife Asset Management Limited; Director and Chairman, 
Hancock Natural Resources Group, Inc. (since 2013).     
 
Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock 
Funds II (since 2012).     

 

Principal officers who are not Trustees

Name, year of birth  Officer 
Position(s) held with fund  of the 
Principal occupation(s) and other  Trust 
directorships during past 5 years  since 
 
Andrew G. Arnott, Born: 1971  2009 

President   
Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice   
President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive 
Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior   
positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President   
(effective 3-13-14) and Executive Vice President, John Hancock retail funds,3 John Hancock Variable 
Insurance Trust, and John Hancock Funds II (since 2007, including prior positions).   

 

Annual report | Massachusetts Tax-Free Income Fund  33 

 



Principal officers who are not Trustees (continued)

Name, Year of Birth  Officer 
Position(s) held with Fund  of the 
Principal occupation(s) and other  Trust 
directorships during past 5 years  since 
 
John J. Danello, Born: 1955  2006 

Senior Vice President, Secretary, and Chief Legal Officer   
Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice   
President (since 2007) and Chief Legal Counsel (2007–2010), John Hancock Funds, LLC and The   
Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief 
Legal Officer and Secretary (since 2014), John Hancock retail funds3 and John Hancock Variable   
Insurance Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009);   
Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance   
Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel   
(2007–2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment 
Management Services, LLC.   
 
Francis V. Knox, Jr., Born: 1947  2005 

Chief Compliance Officer   
Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock 
retail funds,3 John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, 
LLC, and John Hancock Investment Management Services, LLC (since 2005).   
 
Charles A. Rizzo, Born: 1957  2007 

Chief Financial Officer   
Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock   
Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial 
Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust and John Hancock   
Funds II (since 2007).   
 
Salvatore Schiavone, Born: 1965  2010 

Treasurer   
Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock 
Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer,   
John Hancock retail funds3 (since 2007, including prior positions); Treasurer, John Hancock Variable 
Insurance Trust and John Hancock Funds II (since 2010 and 2007–2009, including prior positions).   

 

The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.

1 Each Trustee holds office until his or her successor is elected and qualified, or until the Trustee’s death, retirement, resignation, or removal.

2 Member of the Audit Committee.

3 “John Hancock retail funds” comprises John Hancock Funds III and 37 other John Hancock funds consisting of 27 series of other John Hancock trusts and 10 closed-end funds.

4 Because Messrs. Bromley and Thomson are senior executives or directors of the advisor and/or its affiliates, each of them is considered an “interested person of the fund,” as defined in the Investment Company Act of 1940.

34  Massachusetts Tax-Free Income Fund | Annual report 

 



More information

Trustees  Investment advisor 
James M. Oates, Chairperson  John Hancock Advisers, LLC 
Steven R. Pruchansky, Vice Chairperson   
Charles L. Bardelis*  Subadvisor 
Craig Bromley  John Hancock Asset Management a division of 
Peter S. Burgess*  Manulife Asset Management (US) LLC 
William H. Cunningham  
Grace K. Fey Principal distributor 
Theron S. Hoffman* John Hancock Funds, LLC 
Deborah C. Jackson  
Hassell H. McClellan Custodian 
Gregory A. Russo State Street Bank and Trust Company 
Warren A. Thomson  
  Transfer agent 
Officers John Hancock Signature Services, Inc. 
Andrew G. Arnott  
President Legal counsel 
  K&L Gates LLP 
John J. Danello#  
Senior Vice President, Secretary, Independent registered 
and Chief Legal Officer public accounting firm 
  PricewaterhouseCoopers LLP 
Francis V. Knox, Jr.   
Chief Compliance Officer   
 
Charles A. Rizzo   
Chief Financial Officer   
 
Salvatore Schiavone   
Treasurer   
 
*Member of the Audit Committee   
†Non-Independent Trustee   
#Effective 5-29-14   

 

The fund’s proxy voting policies and procedures, as well as the fund’s proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) website at sec.gov or on our website.

The fund’s complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The fund’s Form N-Q is available on our website and the SEC’s website, sec.gov, and can be reviewed and copied (for a fee) at the SEC’s Public Reference Room in Washington, DC. Call 800-SEC-0330 to receive information on the operation of the SEC’s Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhinvestments.com or by calling 800-225-5291.

You can also contact us:     
800-225-5291  Regular mail:  Express mail: 
jhinvestments.com  John Hancock Signature Services, Inc.  John Hancock Signature Services, Inc. 
  P.O. Box 55913  30 Dan Road 
  Boston, MA 02205-5913  Canton, MA 02021 

 

Annual report | Massachusetts Tax-Free Income Fund  35 

 




 

800-225-5291
800-231-5469 TDD
800-338-8080 EASI-Line
jhinvestments.com

 

 
This report is for the information of the shareholders of John Hancock Massachusetts Tax-Free Income Fund.   
It is not authorized for distribution to prospective investors unless preceded or accompanied by a prospectus.  77A 5/14 
MF188822  7/14 

 


ITEM 2. CODE OF ETHICS.

As of the end of the year, May 31, 2014, 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 “Covered Officers”). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Peter S. Burgess 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 for the audits of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements amounted to the following for the fiscal years ended May 31, 2014 and 2013. These fees were billed to the registrant and were approved by the registrant’s audit committee.

Fund    May 31, 2014    May 31, 2013 

John Hancock Massachusetts Tax-Free Income Fund  $  30,530  $  31,405 

John Hancock New York Tax-Free Income Fund    30,530    31,406 

Total  $  61,060  $  62,811 

(b) Audit-Related Services

Audit-related fees for assurance and related services by the principal accountant are 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 ("control affiliates") that provides ongoing services to the registrant. The nature of the services provided was affiliated service provider internal controls reviews. Amounts billed to the registrant were as follows:

Fund    May 31, 2014    May 31, 2013 

John Hancock Massachusetts Tax-Free Income Fund  $  558  $  738 

John Hancock New York Tax-Free Income Fund    558    738 

Total  $  1,116  $  1,476 

Amounts billed to control affiliates were $98,642 and $99,637 for the fiscal years ended May 31, 2014 and 2013, respectively.

(c) Tax Fees

The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning (“tax fees”) amounted to the following for the fiscal years ended May 31, 2014 and 2013. The nature of the services comprising the tax fees was the review of the registrant’s tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrant’s audit committee.

Fund    May 31, 2014    May 31, 2013 

John Hancock Massachusetts Tax-Free Income Fund  $  2,942  $  2,942 

John Hancock New York Tax-Free Income Fund    2,942    2,942 

 



Total  $  5,884  $  5,884 

(d) All Other Fees

Other fees billed for professional services rendered by the principal accountant to the registrant or to the control affiliates for the fiscal years ended May 31, 2014 and 2013 amounted to the following:

Fund    May 31, 2014    May 31, 2013 

John Hancock Massachusetts Tax-Free Income Fund  $  122  $  167 

John Hancock New York Tax-Free Income Fund    122    167 

Total  $  244  $  334 

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm (the “Auditor”) relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of audit-related and non-audit services by the Auditor. The policies and procedures require that any audit-related and non-audit service provided by the Auditor and any non-audit service provided by the Auditor to a fund service provider that relates directly to the operations and financial reporting of a fund are subject to approval by the Audit Committee before such service is provided. Audit-related services provided by the Auditor that are expected to exceed $25,000 per year/per fund are subject to specific pre-approval by the Audit Committee. Tax services provided by the Auditor that are expected to exceed $30,000 per year/per fund are subject to specific pre-approval by the Audit Committee.

All audit services, as well as the audit-related and non-audit services that are expected to exceed the amounts stated above, must be approved in advance of provision of the service by formal resolution of the Audit Committee. At the regularly scheduled Audit Committee meetings, the Committee reviews a report summarizing the services, including fees, provided by the Auditor.

(e)(2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees, Tax Fees and All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

(f) According to the registrant’s principal accountant for the fiscal year ended May 31, 2014, 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 principal accountant for non-audit services rendered to the registrant and rendered to the registrant's control affiliates for the fiscal years ended May 31, 2014 and 2013 amounted to the following:

Trust    May 31, 2014    May 31, 2013 

John Hancock Tax-Exempt Series Fund  $  6,111,684  $  2,842,141 

(h) The audit committee of the registrant has considered the non-audit services provided by the registrant’s principal accountant 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:

Peter S. Burgess - Chairman
Charles L. Bardelis
Theron S. Hoffman

ITEM 6. SCHEDULE OF INVESTMENTS.

(a) Not applicable.
(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached “John Hancock Funds – Nominating, Governance and Administration 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 Covered 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)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached “John Hancock Funds – Nominating, Governance and Administration Committee Charter”.

(c)(2) Contact person at the registrant.



SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Tax-Exempt Series Fund

By:  /s/ Andrew Arnott 
  ------------------------------ 
Andrew Arnott
  President 
 
Date:  July 11, 2014 

 

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/ Andrew Arnott 
  ------------------------------- 
Andrew Arnott
  President 
 
Date:  July 11, 2014 
 
 
 
By:  /s/ Charles A. Rizzo 
  -------------------------------- 
Charles A. Rizzo
  Chief Financial Officer 
 
 
Date:  July 11, 2014