As filed with the Securities and Exchange Commission on February 11, 2008.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-21416
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
x Filed by the Registrant
o Filed by a Party other than the Registrant
Check the appropriate box:
o Preliminary Proxy Statement
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
o $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
|
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission). |
o Fee paid previously with preliminary materials.
x No fee required.
![](jhmutualfundlogo.jpg)
John Hancock Tax-Advantaged Dividend Income
Fund
As an investor in the fund, you are cordially invited to attend the annual shareholder meeting on Monday, March 31, 2008, at 10:00
A.M., Eastern Time, to be held at John Hancock Funds, 601 Congress Street, Boston, Massachusetts 02210-2805.
Elect your funds Board of Trustees
For the fund, the proposal asks common shareholders to elect two
Trustees to serve until their respective successors are elected and qualified. The proxy statement includes a brief description of each nominees
background. We urge you to vote for these nominees on the GOLD proxy card that accompanies this proxy statement and not to execute a proxy card in
favor of any other persons.
Approve revisions to fundamental industry concentration
policies
Management of the fund proposes two revisions to the funds
investment policies that are intended to give the fund greater prospective investment flexibility. First, management proposes to eliminate the current
policy requiring the fund to concentrate its investments (i.e., invest at least 25% of its net assets) in securities issued by financial
services corporations. Second, management proposes to modify the funds concentration policy with respect to securities issued by corporations in
the utilities sector, by permitting the fund to satisfy this policy by investing in both U.S. and foreign utilities corporations, rather than only U.S.
utilities, as required under the current policy. Your proxy statement describes each of these proposals. Because these policies are considered
fundamental under federal securities laws, revising the policies requires shareholder approval. These items are not considered routine
items.
Your vote is important!
Please complete the enclosed GOLD proxy ballot form, sign it and
mail it immediately. For your convenience, a postage-paid return envelope has been provided. Your prompt response will help avoid the cost of
additional mailings at your funds expense.
If you have any questions, please call our proxy solicitor, The
Altman Group, Inc. toll-free at 1-866-745-0264, Monday through Friday, between 9:00 A.M. and 10:00 p.m., Eastern Time.
YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN,
AND WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
Keith F. Hartstein
Chief Executive
Officer
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
601
Congress Street, Boston, Massachusetts 02210
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on
March 31, 2008
This is the formal agenda for your funds shareholder
meeting. It tells you what matters will be voted on and the time and place of the meeting, in case you want to attend in person.
To the Shareholders of
John Hancock Tax-Advantaged Dividend
Income Fund:
A shareholder meeting will be held at 601 Congress Street,
Boston, Massachusetts 02110, on Monday, March 31, 2008, at 10:00 A.M., Eastern Time, and shareholders of the fund will consider the
following:
(1) |
|
To elect Trustees to serve until their respective successors are
duly elected and qualified. Common shareholders may elect two Trustees. |
(2) |
|
To eliminate the funds concentration policy
(i.e., investing at least 25% of its net assets) with respect to securities issued by financial services corporations. |
(3) |
|
To modify the funds concentration policy with respect to
investing in the utilities sector by permitting the fund to invest in both U.S. and foreign utilities corporations, rather than only U.S. utilities
corporations (as required under the current policy). |
(4) |
|
To transact such other business as may properly come before the
meeting or any adjournment of the meeting. |
Your Trustees recommend that you vote in favor of the
proposals.
Shareholders of record of the fund as of the close of business on
January 24, 2008, are entitled to notice of and to vote at the funds annual meeting and at any related follow-up meeting. The proxy statement and
proxy card are being mailed to shareholders on or about February 11, 2008.
This years meeting is very important to all shareholders of
your fund in light of the nomination of a separate slate of nominees for Trustee by a shareholder.
The Trustees unanimously recommend that you vote for the election
of the Boards two nominees on the enclosed GOLD proxy card. The Board urges that you not vote for any of the individuals on the slate that has
been put forward by the shareholder.
Whether or not you expect to attend the meeting, please
complete and return the enclosed GOLD proxy card in the accompanying envelope. No postage is necessary if mailed in the United States.
By order of the Board of
Trustees,
Thomas M.
Kinzler
Secretary
February 11, 2008
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
601
Congress Street, Boston, Massachusetts 02210
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 31,
2008
PROXY STATEMENT
This proxy statement contains the
information you should know before voting on the proposals described in the notice. The fund will furnish without charge a copy of its Annual
Report and/or Semiannual Report to any shareholder upon request. If you would like a copy of the funds report, please send a written request to
the attention of the fund at 601 Congress Street, Boston, MA 02210 or call John Hancock Funds at 1-800-892-9552.
This proxy statement is being used by
the funds Trustees to solicit proxies to be voted at the annual meeting of the funds shareholders. The meeting will be held at 601 Congress
Street, Boston, Massachusetts, on Monday March 31, 2008, at 10:00 A.M., Eastern Time.
If you sign the enclosed GOLD proxy
card and return it in time to be voted at the meeting, your shares will be voted in accordance with your instructions. Signed GOLD proxies with no
instructions will be voted FOR all of the proposals. If you want to revoke your proxy, you may do so before it is exercised at the meeting by filing a
written notice of revocation with the fund at 601 Congress Street, Boston, Massachusetts 02210, by returning a signed proxy with a later date before
the meeting or, if attending the meeting and voting in person, by notifying the funds secretary (without complying with any formalities) at any
time before your proxy is voted.
This years meeting is very
important to all shareholders of your fund in light of the nomination of a separate slate of nominees for Trustee by a shareholder.
The Trustees unanimously recommend that
you vote for the election of the Boards two nominees on the enclosed GOLD proxy card. The Board urges that you not vote for any of the
individuals on the slate that has been put forward by the shareholder.
Record Ownership
The Trustees of the fund have fixed the
close of business on January 24, 2008 as the record date to determine which shareholders are entitled to vote at the meeting. Common and preferred
shareholders of the fund are entitled to one vote per share on all business of the meeting or any postponement of the meeting other than the election
of Trustees, as to which only common shareholders are entitled to vote. Fractional shares are entitled to a fractional vote. On the record date,
42,077,487 common shares of beneficial interest of the fund and 15,200 preferred shares of beneficial interest of the fund were
outstanding.
The funds management does not
know of anyone who beneficially owned more than 5% of either class of the funds shares outstanding as of the record date. (Beneficial ownership
means voting power and/or investment power, which includes the power to dispose of shares.)
1
PROPOSAL ONE
ELECTION OF TRUSTEES
(Common Shares of the Fund)
General
The funds Board of Trustees
currently consists of seven members. Holders of the common shares are currently entitled to elect five Trustees and holders of the preferred shares are
entitled to elect two Trustees. Messrs. Boyle, Carlin, Cunningham, Ladner, and Pruchansky have been designated as subject to election solely by holders
of the common shares of the fund. Mr. Moore and Ms. McGill Peterson have been designated as subject to election solely by holders of the preferred
shares of the fund.
The Board is divided into three
staggered term classes: one class containing three Trustees and two classes containing two Trustees each. The term of one class expires each year, and
no term continues for more than three years after the applicable election. Each Trustee in a class will continue in office until his or her successor
is duly elected and qualified and may stand for re-election at the conclusion of his or her respective three-year term. Classifying the Trustees in
this manner may prevent replacement of a majority of the Trustees for up to a two-year period.
As of the date of this proxy statement,
each nominee for election currently serves as a Trustee of the fund. Using the enclosed GOLD proxy card, you may authorize the persons appointed
proxies to vote your shares for the nominees representing your shares or you may withhold from the proxies authority to vote your shares for one or
more of the nominees representing your shares. If no contrary instructions are given, the proxies will vote FOR the nominees. Each of the nominees has
consented to his or her nomination and has agreed to serve if elected. If, for any reason, any nominee should not be available for election or able to
serve as a Trustee, the proxies will exercise their voting power in favor of such substitute nominee, if any, as the funds Trustees may
designate. The fund has no reason to believe that it will be necessary to designate a substitute nominee.
Proposal One
For the fund, Messrs. Carlin and
Cunningham are the current nominees for election by the common shareholders. We urge you to vote for these nominees on the GOLD proxy card that
accompanies this proxy statement and not to execute a proxy card in favor of any other persons. Please do not sign any other proxy card that may be
provided by a shareholder.
If you hold your shares directly in
your own name, the funds Agreement and Declaration of Trust requires that you must vote by either executing a proxy card or voting at the meeting
in person. If you hold your shares in a brokerage or bank account (commonly referred to as street name), your broker or bank may require
you to provide written instructions and/or allow you to provide your voting instructions by telephone or Internet. Please consult the materials you
receive from your bank or broker in this regard.
If you have questions about voting the
proxy or instructing your bank or broker how to vote on your behalf, contact our proxy solicitor, The Altman Group, Inc. toll-free at
1-866-745-0264.
Vote Required For Proposal One
The vote of a plurality of the votes
cast by the common shares of the fund is sufficient to elect the common shares nominees to serve as Trustees of the fund.
2
Information Concerning Trustees
The following table sets forth certain
information regarding the nominees for election to the Board. The table also shows his or her principal occupation or employment and other
directorships during the past five years and the number of John Hancock funds overseen by the Trustee. The table also lists the Trustees who are not
currently standing for election: the term of Messrs. Ladner and Moore and will expire at the 2009 annual meeting and the term of Messrs. Boyle and
Pruchansky and Ms. McGill Peterson will expire at the 2010 annual meeting.
Name, (Year of Birth), Address(1) and Position with the Fund
|
|
|
|
Principal Occupation(s) and other Directorships
during the Past Five Years
|
|
Trustee Since
|
|
Number of John Hancock Funds Overseen
|
|
|
|
|
|
NOMINEES STANDING FOR ELECTION TERM TO EXPIRE IN 2011
|
|
|
|
|
|
|
|
James F.
Carlin (1940) Interim Chairman and Independent Trustee |
|
|
|
Director and Treasurer, Alpha Analytical Inc. (chemical analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency,
Inc. (since 1995); Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); Chairman and CEO, Carlin Consolidated, Inc.
(management/investments) (since 1987); Trustee, Massachusetts Health and Education Tax Exempt Trust (1993 2003). |
|
2004 |
|
|
55 |
|
|
William H.
Cunningham (1944) Independent Trustee |
|
|
|
Former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Chairman and CEO, IBT
Technologies (until 2001); Director of the following: Hicks Acquisition Company I, Inc. (since 2007); Lincoln National Corporation (insurance) (since
2006); Hayes Lemmerz International, Inc. (diversified automotive parts supply company) (since 2003); Hire.com (until 2004), STC Broadcasting, Inc. and
Sunrise Television Corp. (until 2001), Symtx, Inc. (electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle Foods
Corporation (until 2003), rate Genius (until 2003), Jefferson-Pilot Corporation (diversified life insurance company) (until 2006), New Century Equity
Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures (until 2001), AskRed.com (until
2001), Southwest Airlines (since 2000), Introgen (manufacturer of biopharmaceuticals) (since 2000), and Viasystems Group, Inc. (electronic
manufacturer) (until 2003); Advisory Director, Q Investments (until 2003); Advisory Director, J.P. Morgan-Chase Bank (formerly Texas Commerce Bank
Austin), LIN Television until 2008, WilTel Communications (until 2003). |
|
2004 |
|
|
55 |
|
3
Name, (Year of Birth), Address(1) and Position with the Fund
|
|
|
|
Principal Occupation(s) and other Directorships
during the Past Five Years
|
|
Trustee Since
|
|
Number of John Hancock Funds Overseen
|
|
|
|
|
|
TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2009
|
|
|
|
|
|
|
|
Charles L.
Ladner (1938) Independent Trustee |
|
|
|
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President and Chief Financial Officer, UGI
Corporation (public utility holding company) (retired 1998); Vice President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners,
L.P. (gas distribution) (until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2007). |
|
2004 |
|
|
55 |
|
|
John A.
Moore (1939) Independent Trustee |
|
|
|
President and Chief Executive Officer, Institute for Evaluating Health Risks (nonprofit institution) (until 2001); Senior Scientist, Sciences
International (health research) (until 2003); Former Assistant Administrator, Environmental Protection Agency, Principal, Hollyhouse (consulting)
(since 2000); Director, CIIT (nonprofit research) (since 2002). |
|
2004 |
|
|
55 |
|
4
Name, (Year of Birth), Address(1) and Position with the Fund
|
|
|
|
Principal Occupation(s) and other Directorships
during the Past Five Years
|
|
Trustee Since
|
|
Number of John Hancock Funds Overseen
|
|
|
|
|
|
TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2010
|
|
|
|
|
|
|
|
|
|
James R.
Boyle* (1959) Non-Independent Trustee |
|
|
|
Executive Vice President, Manulife Financial Corporation (since 1999); President, John Hancock Variable Life Insurance Company (March 2007 to
Present); Executive Vice President, John Hancock Life Insurance Company (since June 2004); Chairman and Director, John Hancock Advisers, LLC (the
Adviser), The Berkeley Financial Group, LLC (The Berkeley Group) (holding company) and John Hancock Funds, LLC (since 2005);
Senior Vice President, The Manufacturers Life Insurance Company (U.S.A.) (until 2004). |
|
2005 |
|
|
265 |
|
|
Patti McGill
Peterson (1943) Independent Trustee |
|
|
|
Senior Associate, Institute for Higher Education Policy (since 2007); Executive Director, Council for International Exchange of Scholars and
Vice President, Institute of International Education (until 2007); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998);
Former President of Wells College, Aurora, New York and St. Lawrence University, Canton, NY; Director, Niagara Mohawk Power Corporation (until 2003);
Director, Ford Foundation, International Fellowships Program (since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for
International Exchange (since 2003). |
|
2004 |
|
|
55 |
|
|
Steven R.
Pruchansky (1944) Independent Trustee |
|
|
|
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and President, Greenscapes of Southwest
Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real estate) (since 2001); Director, First Signature Bank & Trust Company (until
1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). |
|
2004 |
|
|
55 |
|
__________
* |
|
Interested person, as defined in the Investment
Company Act of 1940, as amended (the 1940 Act), of the fund and the Adviser. Mr. James R. Boyle is Chairman of the Adviser, as well as
affiliated Trustee of the Fund, and is compensated by the Adviser and/or its affiliates. |
|
|
Trustee representing the holders of the preferred shares. Mr.
Moore has been designated as such a Trustee following the death of a previous designee, Mr. Dion. |
Executive Officers
The table below lists the funds
executive officers.
5
Name, (Year of Birth), Address(1) and Position with the Fund
|
|
|
|
Principal Occupation(s) and other Directorships during
Past Five Years
|
|
Keith F. Hartstein
(1956) President and Chief Executive Officer |
|
|
|
Senior Vice
President, Manulife Financial Corporation (since 2004); Director, President and Chief Executive Officer, the Adviser, The Berkeley Group, John Hancock
Funds, LLC (since 2005); Director of the following: MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); and John
Hancock Signature Services, Inc. (Signature Services) (since 2005); President and Chief Executive Officer of the following: John Hancock
Investment Management Services, LLC (JHIMS) (since 2006); President and Chief Executive Officer, John Hancock Funds (JHF), John
Hancock Funds II (JHF II), John Hancock Funds III (JHF III) and John Hancock Trust (JHT) (since 2005); Director,
Chairman and President, NM Capital Management, Inc. (since 2005); Member, Investment Company Institute Sales Force Marketing Committee (since 2003);
President and Chief Executive Officer, MFC Global (U.S.) (2005 2006); Executive Vice President, John Hancock Funds, LLC (until
2005). |
|
Thomas M. Kinzler
(1955) Secretary and Chief Legal Officer |
|
|
|
Vice President
and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary and Chief Legal Officer, JHF and JHF III (since 2006); Secretary, JHF
II and Assistant Secretary, JHT (since June 2007); Vice President and Associate General Counsel for Massachusetts Mutual Life Insurance Company (1999
2006); Secretary and Chief Legal Counsel, MML Series Investment Fund (2000 2006); Secretary and Chief Legal Counsel, MassMutual
Institutional Funds (2000 2004); Secretary and Chief Legal Counsel, MassMutual Select Funds and MassMutual Premier Funds (2004
2006). |
|
Francis V. Knox, Jr.
(1947) Chief Compliance Officer |
|
|
|
Vice President
and Chief Compliance Officer, JHIMS, the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, JHF, JHF II, JHF III
and JHT (since 2005); Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & Compliance Officer,
Fidelity Investments (until 2001). |
|
Charles A. Rizzo
(1957) Chief Financial Officer |
|
|
|
Chief Financial
Officer, JHF, JHF II, JHF III and JHT (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (registered investment companies) (2005
June 2007); Vice President, Goldman Sachs (2005 June 2007); Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management
(2003 2005); Director, Tax and Financial Reporting, Deutsche Asset Management (2002 2003); Vice President and Treasurer, Deutsche Global
Fund Services (1999 2002). |
|
Gordon M. Shone
(1956) Treasurer |
|
|
|
Senior Vice
President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Treasurer, JHF (since 2006); JHF II, JHF III and JHT (since 2005); Vice President
and Chief Financial Officer, JHT (2003 2005); Vice President, John Hancock Investment Management Services, Inc., John Hancock Advisers, LLC
(since 2006) and The Manufacturers Life Insurance Company (U.S.A.) (1998 2000). |
|
John G. Vrysen
(1955) Chief Operating Officer |
|
|
|
Senior Vice
President, Manulife Financial Corporation (since 2006); Director, Executive Vice President and Chief Operating Officer, the Adviser, The Berkeley Group
and John Hancock Funds, LLC (since June 2007); Chief Operating Officer, JHF, JHF II, JHF III, and JHT (since June 2007); Executive Vice President and
Chief Financial Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (2005 until June 2007); Executive Vice President and Chief
Financial Officer, John Hancock Investment Management Services, LLC (2005 to 2007), Vice President and Chief Financial Officer, MFC Global (U.S.)
(since 2005); Director, Signature Services (since 2005); Chief Financial Officer, JHF, JHF II, JHF III and JHT (2005 June 2007); Vice President
and General Manager, John Hancock Fixed Annuities, U.S. Wealth Management (until 2005); Vice President, Operations Manulife Wood Logan (2000
2004). |
__________
(1) |
|
Business address for all Trustees and officers is 601 Congress
Street, Boston, Massachusetts 02210-2805. |
6
The Board currently has four standing
Committees: the Audit and Compliance Committee, the Governance Committee, the Contracts/Operations Committee and the Investment Performance Committee.
Each Committee is comprised of Independent Trustees who are not interested persons.
The current membership of each
Committee is set forth below.
Audit and Compliance
|
|
Governance
|
|
Contracts/Operations
|
|
Investment Performance
|
Messrs. Ladner
and Moore and Ms. McGill Peterson |
|
All Independent
Trustees |
|
Messrs.
Carlin, Cunningham, and Pruchansky |
|
All Independent
Trustees |
All members of the funds Audit
and Compliance Committee are Independent under the Revised Listing Rules of the New York Stock Exchange (the NYSE), and each member is
financially literate with at least one having accounting or financial management expertise. The Board has adopted a written charter for the Audit and
Compliance Committee, which is included as Attachment 1 to this proxy statement. The Audit and Compliance Committee recommends to the full Board the
appointment of the independent registered public accounting firm for the fund, monitors and oversees the audits of the fund, communicates with both the
independent registered public accounting firm and the internal auditors on a regular basis and provides a forum for the independent registered public
accounting firm to report and discuss any matters it deems appropriate at any time. The Audit and Compliance Committee reports that it has: (1)
reviewed and discussed the funds audited financial statements with management; (2) discussed with the independent registered public accounting
firm the matters relating to the quality of the funds financial reporting as required by SAS 61; (3) received written disclosures and an
independence letter from the independent auditors required by Independent Standards Board Standard No. 1 and discussed with the auditors their
independence; and (4) based on these discussions, recommended to the Board that the funds financial statements be included in the funds
annual report for the last fiscal year (see Attachment 2).
All of the Independent Trustees are
members of the Governance Committee. The Governance Committee reviews the activities of the other three standing committees and makes the final
selection and nomination of candidates to serve as Independent Trustees. All members of the Governance Committee are independent under the NYSEs
Revised Listing Rules and are Independent Trustees. The Board has adopted a written charter for the Governance Committee, which is included as
Attachment 3 to this proxy. The Governance Committee selects and nominates for elections candidates for Independent Trustees. The Trustees who are not
Independent Trustees and the officers of the fund are nominated and selected by the Board.
In reviewing a potential nominee and in
evaluating the renomination of current Independent Trustees, the Governance Committee applies the following criteria: (i) the nominees reputation
for integrity, honesty and adherence to high ethical standards; (ii) the nominees business acumen, experience and ability to exercise sound
judgments; (iii) a commitment to understand the fund and the responsibilities of a trustee of an investment company; (iv) a commitment to regularly
attend and participate in meetings of the Board and its Committees; (v) the ability to understand potential conflicts of interest involving management
of the fund and to act in the interests of all shareholders; and (vi) the absence of a real or apparent conflict of interest that would impair the
nominees ability to represent the interests of all the shareholders and to fulfill the responsibilities of an Independent Trustee. The Governance
Committee does not necessarily place the same emphasis on each criterion and each nominee may not have each of these qualities. The Governance
Committee does not discriminate on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by
law.
As long as an existing Independent
Trustee continues, in the opinion of the Governance Committee, to satisfy these criteria, the fund anticipates that the Committee would favor the
renomination of an existing Trustee rather than a new candidate. Consequently, while the Governance Committee will consider nominees recommended by
shareholders to serve as Trustees, the Governance Committee may act upon such recommendations only if there is a vacancy on the Board or the Governance
Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the fund. In the event that a vacancy
arises or a change in Board membership is determined to be advisable, the Governance Committee will, in addition to any shareholder recommendations,
consider candidates identified by other means, including candidates proposed by members of the Governance Committee. While it has not done so in the
past, the Governance Committee may retain a consultant to assist the Committee in a search for a qualified candidate.
Any shareholder recommendation must be
submitted in compliance with all of the pertinent provisions of Regulation 14A under the Securities Exchange Act of 1934, as amended (the
Exchange Act), and the Agreement and Declaration of Trust and Bylaws of the Fund, to be considered by the Governance Committee. In
evaluating a nominee recommended by a shareholder, the Governance Committee, in addition to the criteria discussed above,
7
may consider the objectives of the
shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to
include a shareholders candidate among the slate of nominees, the candidates name will be placed on the funds proxy card. If the
Governance Committee or the Board determines not to include such candidate among the Boards designated nominees and the shareholder has satisfied
the requirements of Rule 14a-8, the shareholders candidate will be treated as a nominee of the shareholder who originally nominated the
candidate. In that case, the candidate will not be named on the proxy card distributed with the funds proxy statement. Each of the nominees for
election as Trustee listed in this proxy statement was recommended by the Governance Committee. The Governance Committee and the Board have determined
not to include either of the two persons that a shareholder presented as its potential nominees and, therefore, such individuals are nominees solely of
such shareholder and not of the Board.
Shareholders may communicate with the
members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee in care of the secretary
of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does
not relate to the business of the fund.
The Contracts/Operations Committee
oversees the initiation, operation, and renewal of the various contracts between the fund and other entities. These contracts include advisory,
custodial and transfer agency agreements and arrangements with other service providers.
The Investment Performance Committee
monitors and analyzes the performance of the fund generally, consults with the Adviser as necessary if the fund is considered to require special
attention, and reviews fund peer groups and other comparative standards as necessary.
The Board and each Committee held five
meetings during the funds fiscal year. With respect to the fund, no Trustee attended fewer than 75% of the aggregate of (1) the total number of
Board meetings; and (2) the total number of meetings held by all Committees on which he or she served. The fund holds joint meetings of the Trustees
and all Committees.
Trustee Ownership
The following table provides a dollar
range indicating each Trustees ownership of equity securities of the fund as well as aggregate holdings of shares of equity securities of all
John Hancock Funds overseen by the Trustee, as of December 31, 2007.
Trustee Holdings(1)
|
|
|
|
Tax-Advantaged Dividend Income
|
|
All John Hancock funds overseen
|
|
Name of Trustee
|
|
|
|
Shares
|
|
Dollar Range
|
|
Dollar Range
|
Independent
Trustees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F.
Carlin |
|
|
|
|
50 |
|
|
|
$1 $10,000 |
|
|
|
Over $100,000 |
|
William H.
Cunningham |
|
|
|
|
|
|
|
|
|
|
|
|
Over $100,000 |
|
Charles L.
Ladner |
|
|
|
|
270 |
|
|
|
$1 $10,000 |
|
|
|
Over $100,000 |
|
John A.
Moore |
|
|
|
|
2,000 |
|
|
|
$10,001 $50,000 |
|
|
|
Over $100,000 |
|
Patti McGill
Peterson |
|
|
|
|
86 |
|
|
|
$1 $10,000 |
|
|
|
Over $100,000 |
|
Steven R.
Pruchansky |
|
|
|
|
|
|
|
|
|
|
|
|
Over $100,000 |
|
|
Non-Independent Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R.
Boyle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
__________
(1) |
|
The amounts reflect the aggregate dollar range of equity
securities beneficially owned by the Trustees in the fund and in all John Hancock funds overseen by each Trustee. For each Trustee, the amounts
reflected include share equivalents of certain John Hancock funds in which the Trustee is deemed to be invested pursuant to the Deferred Compensation
Plan for Independent Trustees, as more fully described under Remuneration of Trustees and Officers. The information as to beneficial
ownership is based on statements furnished to the fund by the Trustees. Each of the Trustees has all voting and investment powers with respect to the
shares indicated. None of the Trustees beneficially owned individually, and the Trustees and executive officers of the fund as a group did not
beneficially own, in excess of one percent of the outstanding shares of the fund. |
8
Compliance with Section 16(a) Reporting
Requirements
Section 16(a) of the Exchange Act
requires a funds executive officers, Trustees and persons who own more than 10% of a funds shares (10% Shareholders) to file
reports of ownership and changes in ownership with the Securities and Exchange Commission (the SEC). Executive officers, Trustees and 10%
Shareholders are also required by SEC regulations to furnish the fund with copies of all Section 16(a) forms they file. Based solely on a review of the
copies of these reports furnished to the fund and representations that no other reports were required to be filed, the fund believes that during the
past fiscal year its executive officers, Trustees and 10% Shareholders complied with all applicable Section 16(a) filing requirements.
Remuneration of Trustees and Officers
The following table provides
information regarding the compensation paid by the fund and the other investment companies in the John Hancock fund complex to the Independent Trustees
for their services for the funds most recently completed fiscal year. Any non-Independent Trustees and each of the officers of the fund are
interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the fund for their
services.
|
|
|
|
Aggregate Compensation
|
|
Independent Trustees
|
|
|
|
Tax-Advantaged Dividend Income
|
|
Total Compensation All Funds in the John Hancock Fund
Complex(1)
|
James F.
Carlin |
|
|
|
$ |
6,171 |
|
|
$ |
145,250 |
|
Richard P.
Chapman, Jr.*# |
|
|
|
|
1,527 |
|
|
|
35,500 |
|
William H.
Cunningham* |
|
|
|
|
6,172 |
|
|
|
145,250 |
|
Ronald R.
Dion* |
|
|
|
|
11,331 |
|
|
|
315,250 |
|
Charles A.
Ladner* |
|
|
|
|
6,351 |
|
|
|
146,000 |
|
John A.
Moore* |
|
|
|
|
7,833 |
|
|
|
181,000 |
|
Patti McGill
Peterson* |
|
|
|
|
6,352 |
|
|
|
151,000 |
|
Steven R.
Pruchansky* |
|
|
|
|
7,652 |
|
|
|
180,250 |
|
Totals |
|
|
|
$ |
53,389 |
|
|
$ |
1,299,500 |
|
__________
(1) |
|
The total compensation paid by the John Hancock fund complex to
the Independent Trustees for the calendar year ended December 31, 2007. All the Independent Trustees were Trustees of 57 funds in the John Hancock fund
complex. |
* |
|
As of December 31, 2007, the value of the aggregate accrued
deferred compensation amount from all funds in the John Hancock fund complex for Mr. Chapman was $92,193, Mr. Cunningham was $240,195, Mr. Dion was
$859,304, Dr. Moore was $363,017, Mr. Pruchansky was $388,329, Mr. Ladner was $89,569, and Ms. McGill Peterson was $79,183 under the John Hancock
Deferred Compensation Plan for Independent Trustees (the Plan). Under the Plan, an Independent Trustee may elect to have his or her
deferred fees invested by a fund in shares of one or more funds in the John Hancock fund complex and the amount paid to the Trustee under the Plan will
be determined based upon the performance of such investments. Deferral of Trustees fees does not obligate the fund to retain the services of any
Trustee or obligate the fund to pay any particular level of compensation to the Trustee. |
# |
|
Mr. Chapman retired on March 20, 2007. |
|
|
Mr. Dion, former Chairman of the Board, passed away on
November 30, 2007. |
9
Material Relationships of the Independent
Trustees
As of December 31, 2007, none of the
Independent Trustees, nor any immediate family member, own shares of the Adviser or is a principal underwriter of the fund, nor does any such person
own shares of a company controlling, controlled by or under common control with the Adviser or a principal underwriter of the fund.
There have been no transactions by the
fund since the beginning of the funds last two fiscal years, nor are there any transactions currently proposed in which the amount exceeds
$120,000, and in which any trustee of the fund or any immediate family members has or will have a direct or indirect material interest, nor have any of
the foregoing persons been indebted to the fund in an amount in excess of $120,000 at any time since that date.
No Independent Trustee, nor any
immediate family member, has had in the past five years, any direct or indirect interest, the value of which exceeds $120,000, in the Adviser, a
principal underwriter of the fund or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or
under common control with the Adviser or principal underwriter of the fund. Moreover, no Independent Trustee or his or her immediate family member has,
or has had in the last two fiscal years of the fund, any direct or indirect relationships or material interest in any transaction or in any currently
proposed transaction, in which the amount involved exceeds $120,000, in which the following persons were or are a party: the fund, an officer of the
fund, any investment company sharing the same investment adviser or principal underwriter as the fund or any officer of such a company, any investment
adviser or principal underwriter of the fund or any officer of such a party, any person directly or indirectly controlling, controlled by or under
common control with the investment adviser or principal underwriter of the fund, or any officer of such a person.
Within the last two completed fiscal
years of the fund, no officer of any investment adviser or principal underwriter of the fund or of any person directly or indirectly controlling,
controlled by or under common control with, the investment adviser or principal underwriter of the fund, has served as a director on a board of a
company where any of the Independent Trustees or nominees of the fund, or immediate family members of such persons, has served as an
officer.
Legal Proceedings
There are no material pending legal
proceedings to which any Trustee or affiliated person is a party adverse to the fund or any of its affiliated persons or has a material interest
adverse to the fund or any of its affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the
ability or integrity of any trustee or executive officer of the fund within the past five years.
Independent Registered Public Accounting
Firm
The Trustees of the fund, including a
majority of the funds Independent Trustees, have selected PricewaterhouseCoopers LLC (PricewaterhouseCoopers) to act as independent
registered public accounting firm for the funds fiscal year ending December 31, 2008.
Representatives from
PricewaterhouseCoopers are expected to be present at the shareholders meeting and will have the opportunity to make a statement if they desire to
do so. The PricewaterhouseCoopers representatives will also be available to respond to appropriate questions at the meeting.
The following table sets forth the
aggregate fees billed by fiscal year and by PricewaterhouseCoopers for the funds 2006 and 2007 fiscal year for professional services rendered
for: (i) the audit of the funds annual financial statements and the review of financial statements included in the funds reports to
stockholders, (ii) assurance and related services that are reasonably related to the audit of the funds financial statements, (iii) tax
compliance, tax advice or tax planning, and (iv) all services other than (i), (ii) and (iii). The table also discloses the aggregate fees paid during
the 2006 and 2007 calendar years to PricewaterhouseCoopers, respectively, by the Adviser and any entity controlling, controlled by or under common
control with, the Adviser (Adviser Affiliates) that provides ongoing services to the fund.
|
|
|
|
Audit Fees
|
|
Audit-Related Fees
|
|
Tax Fees
|
|
All Other Fees
|
|
|
|
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
Tax-Advantaged
Dividend |
|
|
|
$ |
25,800 |
|
|
$ |
25,800 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,700 |
|
|
$ |
3,700 |
|
|
$ |
3,700 |
|
|
$ |
3,000 |
|
Adviser and
Adviser Affiliates |
|
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
872,192 |
|
|
$ |
1,655,823 |
|
The funds Audit and
Compliance Committee has adopted procedures to pre-approve audit and non-audit services for the fund and the Adviser and Adviser Affiliates. These
procedures identify certain types of audit and non-audit services that are anticipated to be provided by PricewaterhouseCoopers during a calendar year
and,
10
provided the services are within
the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These
procedures require both audit and non-audit sources to be approved by the Audit and Compliance Committee prior to engaging
PricewaterhouseCoopers.
In recommending PricewaterhouseCoopers
as the funds independent registered public accounting firm, the Audit and Compliance Committee has considered the compensation provided to
PricewaterhouseCoopers for audit and non-audit services to the Adviser and Adviser Affiliates and has determined that such compensation is not
incompatible with maintaining PricewaterhouseCoopers independence. The aggregate amount of non-audit fees paid by the fund, the Adviser and
Adviser Affiliates that provide services to the fund, which includes amounts described above, were 878,892 and 1,662,523 for the fiscal years ended
December 31, 2006 and 2007, respectively. All such non-audit services were pre-approved in accordance with the funds policy.
Other Nominees
The fund has received written notice
from a shareholder stating an intention to nominate a slate of two individuals for election as Trustees at the meeting. As set forth above, the Board
of Trustees has nominated Mr. Carlin and Mr. Cunningham to stand for re-election as Trustees.
There can be no assurance as to whether
the shareholder will prepare and mail its own proxy materials to solicit your vote in favor of its nominees. On January 31, 2008, the shareholder filed
preliminary proxy materials with the SEC.
The Governance Committee of the Board
of Trustees reviewed the notice and information about the two persons presented by the the shareholder in its written notice consistent with the
provisions of the Governance Committee Charter and unanimously determined not to recommend to the Board of Trustees that those persons be nominated for
election as Trustees at the meeting. The Board of Trustees subsequently reviewed the notice, received the recommendation of the Governance Committee
with respect to the shareholders nominees and unanimously determined not to nominate those persons for election as Trustees at the
meeting.
Recommendation
For the reasons set forth above, the
Trustees of your fund unanimously recommend that shareholders vote FOR each of Mr. Carlin and Mr. Cunningham on the enclosed GOLD proxy
card.
11
PROPOSAL TWO
Eliminating the Funds Financial Services Corporations Concentration Policy
(Common Shares and Preferred Shares
of the Fund)
General
The fund currently
concentrates (i.e., invests at least 25% of its net assets) in securities issued by U.S. corporations in the financial services sector.
Fund management proposes that this concentration policy be eliminated, which, in the Advisers view, would increase the funds investment
flexibility. Management believes that this proposed change will not affect the funds investment objective of providing a high level of after-tax
total return from dividend income and capital appreciation.
Fund management believes, and the Board
agrees, that the elimination of the financial sector concentration policy will benefit the fund and its shareholders. Elimination of this requirement
will give the funds portfolio management team additional flexibility to buy and sell securities for the fund that the team feels will benefit the
fund, rather than to meet minimum thresholds. The Adviser maintains that this restriction inhibits the teams ability to pursue investment
opportunities with strong yield potential in more favorable sectors. The Adviser believes that the recommended change will provide an opportunity to
enhance the yield and overall performance of the fund. To the extent that the funds distribution rate and investment performance improve, market
demand for the funds Common shares may increase, which may help reduce the trading discount in these shares.
By eliminating the concentration policy
with respect to investing in financial services corporations, the fund would reduce its exposure to this market sector, thereby reducing its risk of
loss attributable to a general decline in the value of securities issued by these corporations. Conversely, the fund would also reduce its ability to
gain from a general increase in the value of such securities.
In arriving at these conclusions, the
Board considered information from fund management, as well as a memorandum from the Adviser.
Proposal Two
To eliminate the funds policy of
investing at least 25% of its net assets in securities issued by financial services corporations.
Vote Required for Proposal Two
Under Section 8(b) of the 1940 Act, any
change to a fundamental policy of the fund must be approved by the funds shareholders. Accordingly, the elimination of the funds
concentration policy with respect to investment in securities issued by financial services corporations requires the approval of a majority of
the funds outstanding voting securities, which, as used in the proxy statement, means the approval by the lesser of: (1) 67% or more of the
funds Common and Preferred shares (voting together) represented at a meeting if more than 50% of the funds outstanding shares are present
in person or by proxy at that meeting; or (2) more than 50% of the funds outstanding shares.
The funds current financial
services concentration policy is combined with the funds U.S. utilities corporations concentration policy (addressed in Proposal Three), and is
stated as follows:
The fund intends to concentrate its
investments in securities issued by U.S. corporations in the related groups of industries comprising each of the utilities sector and the financial
services sector and will be subject to certain risks due to such emphasis.
If shareholders approve both Proposal
Two and Proposal Three, the funds overall industry concentration policy will be revised as follows:
The fund intends to concentrate its
investments in securities issued by corporations in the related group of industries comprising the utilities sector and will be subject to certain
risks due to such emphasis.
If shareholders approve Proposal Two
but not Proposal Three, the funds concentration policy will be revised as follows:
The fund intends to concentrate its
investments in securities issued by U.S. corporations in the related groups of industries comprising the utilities sector and will be subject to
certain risks due to such emphasis.
12
If shareholders do not approve Proposal
Two but approve Proposal Three, the funds concentration policy will be revised as follows:
The fund intends to concentrate its
investments in securities issued by corporations in the related groups of industries comprising each of the utilities sector (all corporations) and the
financial services sector (U.S. corporations only) and will be subject to certain risks due to such emphasis.
If shareholders approve neither
Proposal Two nor Proposal Three, the funds overall industry concentration policy will remain the same.
PROPOSAL THREE
Modify the Funds Utilities Sector Concentration Policy
to Permit Investment in Foreign Corporations
(Common
Shares and Preferred Shares of the Fund)
General
The fund currently concentrates its
investments in securities issued by U.S. corporations in the utilities sector. Fund management proposes that this concentration policy be revised to
remove the reference to U.S., thereby permitting the fund to satisfy the policy by investing in both U.S. and foreign utilities
corporations, rather than only U.S. corporations. In the Advisers view, this would increase the funds investment
flexibility.
Although modifying the utilities sector
concentration policy as proposed would permit greater investment in foreign utilities corporations, the fund would not be required to do so. Investment
in foreign securities is subject to particular risk factors, including the following:
|
|
Less information about non-U.S. issuers or markets may be
available due to less rigorous disclosure, accounting standards or regulatory practices; |
|
|
Many non-U.S. markets are smaller, less liquid and more
volatile, and in a changing market, the Adviser may not be able to sell the funds portfolio securities at times, in amounts and at prices it
considers reasonable; |
|
|
Currency exchange rates or controls may adversely affect the
value of the funds investments |
|
|
The economies of non-U.S. countries may grow at slower rates
than expected or may experience a downturn or recession; |
|
|
Economic, political and social developments may adversely affect
foreign securities markets; and |
|
|
Withholdings and other non-U.S. taxes may decrease the
funds returns. |
To the extent that the fund increases
its investment in foreign utilities corporations, the fund would benefit from a general increase in the value of securities issued by these companies.
Conversely, greater investment in foreign utilities could cause the fund to incur greater losses during periods of declining values in the securities
issued by these companies than would be the case if the current utilities sector concentration policy remained limited to U.S.
corporations.
Fund management believes, and the Board
agrees, that the proposed modification of the utilities sector concentration policy will benefit the fund and its shareholders. Management believes
that this proposed change will not affect the funds investment objective of providing a high level of after-tax total return from dividend income
and capital appreciation. Under the funds current policy, investments in foreign securities do not count toward the funds required minimum
concentration in utilities corporations. The Adviser maintains that this restriction inhibits the teams ability to pursue investment
opportunities with strong yield potential in more favorable foreign markets. In the Advisers view, removing the reference to U.S. corporations
will give the funds portfolio management team additional flexibility, allowing foreign investments to qualify for the funds concentration
policy with respect to utilities.
In arriving at these conclusions, the
Board considered information from fund management, as well as various written materials, including a memorandum from the Adviser.
Proposal Three
To modify the funds concentration
policy with respect to investing in the utilities sector by permitting the fund to invest in foreign corporations, as well as U.S.
corporations.
13
Vote Required for Proposal Three
Under Section 8(b) of the 1940 Act, any
change to a fundamental policy of the fund must be approved by the funds shareholders. Accordingly, modifying the funds concentration
policy with respect to investment in securities issued by utilities corporations requires the approval of a majority of the funds
outstanding voting securities, which, as used in the proxy statement, means the approval by the lesser of: (1) 67% or more of the funds
Common and Preferred shares (voting together) represented at a meeting if more than 50% of the funds outstanding shares are present in person or
by proxy at that meeting; or (2) more than 50% of the funds outstanding shares.
The funds current U.S. utilities
corporations concentration policy is combined with the funds financial services corporations concentration policy (addressed in Proposal Two),
and is stated as follows:
The fund intends to concentrate its
investments in securities issued by U.S. corporations in the related groups of industries comprising each of the utilities sector and the financial
services sector and will be subject to certain risks due to such emphasis.
The consequences if shareholders: (a)
approve both Proposal Two and Proposal Three; (b) approve Proposal Two but not Proposal Three; (c) do not approve Proposal Two but approve Proposal
Three; or (d) approve neither Proposal Two nor Proposal Three, are detailed above in the discussion of Proposal Two, under Vote Required for
Proposal Two.
MISCELLANEOUS
Proposal
|
|
|
|
Vote Required
|
One Election of
Trustees |
|
|
|
For the Common
Share class, a plurality of all votes cast, assuming a quorum exists.* A plurality means that the two nominees up for election by the
Common Shares receiving the greatest number of votes of the Common Shares will be elected as Trustees, regardless of the number of votes cast.
Common Class votes separately on this proposal. |
|
Two Elimination of
Financial Services Concentration Policy |
|
|
|
The lesser of:
(1) 67% or more of the funds Common and Preferred shares (voting together) represented at a meeting if more than 50% of the funds
outstanding shares are present in person or by proxy at that meeting; or (2) more than 50% of the funds outstanding shares, assuming a quorum
exists.* Common and Preferred Classes vote together on this proposal. |
|
Three Revision of
Utilities Concentration Policy |
|
|
|
The lesser of:
(1) 67% or more of the funds Common and Preferred shares (voting together) represented at a meeting if more than 50% of the funds
outstanding shares are present in person or by proxy at that meeting; or (2) more than 50% of the funds outstanding shares, assuming a quorum
exists.* Common and Preferred Classes vote together on this proposal. |
__________
* |
|
In order for a quorum to exist, a majority
of the shares outstanding and entitled to vote must be present at the meeting, either in person or by proxy, determined in accordance with the table
below. |
Proposal One is currently considered a
routine matter on which brokers holding shares in street name may vote without instruction under the rules of the NYSE. If, however, the
shareholder referenced on the first page of this proxy statement issues a proxy statement in connection with such shareholders nomination of two
trustees for election to the fund Board, Proposal One will not be considered routine. For Proposals Two and Three (which are non-routine proposals),
brokers that are member organizations of the NYSE may vote Preferred Shares for which they have not received instructions in proportion to the shares
for which they have received instructions. Proportionate voting of Preferred Shares may occur on a non-routine proposal only if: (i) at least 30% of
the Preferred Shares of the fund outstanding and entitled to vote have been voted; (ii) less than 10% of such Preferred Shares voted against the
proposal; (iii) the shareholders of the Common Shares of the fund have approved the proposal (except with respect to plurality votes); and (iv) a
majority of the Independent Trustees have approved the proposal.
14
The following table summarizes how the
quorum and voting requirements are determined.
Shares
|
|
|
|
Quorum
|
|
Voting
|
In
General |
|
|
|
All shares
present in person or by proxy are counted in determining whether a quorum exists. |
|
Shares present in
person will be voted in person by the shareholder at the meeting. Shares present by proxy will be voted by the proxyholder in accordance with
instructions specified in the proxy. |
|
Broker
Non-Vote |
|
|
|
Considered
present at meeting. |
|
Not voted. Same
effect as a vote against a proposal. |
|
Proxy with No
Voting Instruction (other than Broker Non-Vote) |
|
|
|
Considered
present for determining whether a quorum exists. |
|
Will be voted
for the proposal by the proxyholder. |
|
Vote to
Abstain |
|
|
|
Considered
present for determining whether a quorum exists. |
|
Same effect as a
vote against a proposal. |
|
Proportionately
Voted preferred shares with No Voting Instruction |
|
|
|
Considered
present for determining whether a quorum exists. |
|
Voted in
proportion to preferred shares for which the broker received instructions. |
If a quorum is not present, the persons
named as proxies may vote their proxies to adjourn the meeting to a later date. If a quorum is present, but there are insufficient votes to approve any
proposal, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation. Shareholder action may be
taken on one or more proposals prior to such adjournment. Proxies instructing a vote for a proposal will be voted in favor of an adjournment with
respect to that proposal and proxies instructing a vote against a proposal will be voted against an adjournment with respect to that
proposal.
Expenses and Methods of Solicitation
The costs of the meeting, including the
solicitation of proxies, will be paid by the fund, except that the Adviser is bearing costs related to the inclusion of proposals Two and Three in this
proxy statement. Persons holding shares as nominees will be reimbursed by the fund, upon request, for their reasonable expenses in sending soliciting
material to the principals of the accounts. In addition to the solicitation of proxies by mail, Trustees, officers and employees of the fund or of the
Adviser may solicit proxies in person or by telephone. John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02210-2805, serves as the
funds investment adviser and administrator. The Altman Group, Inc. has been retained to assist in the solicitation of proxies at a cost of up to
approximately $230,000 plus reasonable expenses. The proxy solicitor expects to employ approximately 25 people to solicit the funds
shareholders.
Telephone and Internet Voting
If you hold your shares in a brokerage
or bank account, your broker or bank may allow you to provide your voting instructions by telephone or Internet. Please consult the GOLD proxy card and
the materials you receive from your broker or bank to vote by telephone or Internet.
The Funds Adviser and Subadviser
The funds investment adviser is
John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02110. An affiliate of the Adviser, MFC Global Investment Management (U.S.) LLC,
101 Huntington Ave., Boston, Massachusetts 02199, serves as subadviser to the fund.
Other Matters
The management of the fund knows of no
business to be brought before the annual meeting except as mentioned above. If, however, any other matters were properly to come before the meeting,
the persons named in the enclosed form of proxy intend to vote on such matters in accordance with their best judgment. If any shareholders desire
additional information about the matters proposed for action, the management of the fund will provide further information.
15
SHAREHOLDER PROPOSALS
Shareholder proposals, including
nominees for Trustee, intended to be presented at the funds annual meeting in 2009 must be received by the fund at its offices at 601 Congress
Street, Boston, Massachusetts, 02210, after September 14, 2008, but no later than October 14, 2008 for inclusion in the funds proxy statement and
form of proxy relating to that meeting (subject to certain exceptions).
IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME
FUND
Dated: February 11, 2008
16
ATTACHMENT 1
JOHN HANCOCK FUNDS
AUDIT AND COMPLIANCE COMMITTEE CHARTER
A. Membership. The
Audit and Compliance Committee shall be composed exclusively of Trustees who are not interested persons as defined in the Investment
Company Act of 1940 of any of the funds, or of any funds investment adviser or principal underwriter (the Independent Trustees) and
who satisfy the independence and financial literacy requirements in this charter. The Audit and Compliance Committee shall be composed of at least
three Independent Trustees who are designated for membership from time to time by the Board of Trustees. In selecting Independent Trustees to serve on
the Audit and Compliance Committee, the Board should select members who are free of any relationship that, in the opinion of the Board, may interfere
or give the appearance of interfering with such members individual exercise of independent judgment. Unless otherwise determined by the Board, no
member of the Audit and Compliance Committee may serve on the audit committee of more than two other public companies (other than another John Hancock
Fund). Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Audit and Compliance Committee shall be
independent as defined by such rules and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit and Compliance Committee must be financially
literate, as such qualification is interpreted by the Board of Trustees in its business judgment, or must become financially literate within a
reasonable period of time after his or her appointment to the Audit and Compliance Committee. At least one member of the Audit and Compliance Committee
must have accounting or related financial management expertise, as the Board of Trustees interprets such qualification in its business
judgment.
B. |
|
Overview. The Audit and Compliance
Committees purpose is to: |
1. |
|
assist the Board of Trustees oversight of (1) the
integrity of the funds financial statements, (2) the funds compliance with legal and regulatory requirements (except to the extent such
responsibility is delegated to another committee), (3) the independent auditors qualifications and independence and (4) the performance of the
funds internal audit function and independent auditors; |
2. |
|
act as a liaison between the funds independent accountants
and the Board of Trustees; |
3. |
|
prepare an Audit and Compliance Committee Report as required by
the Securities and Exchange Commission (the SEC) to the extent required to be included in the funds annual proxy statement or other
filings; |
The Audit and Compliance Committee
shall discharge its responsibilities and shall access the information provided by the funds management and independent auditors, in accordance
with its business judgment. Management is responsible for the preparation of the funds financial statements and the independent auditors are
responsible for auditing those financial statements. The Audit and Compliance Committee and the Board of Trustees recognize that management (including
the internal audit staff) and the independent auditors have more experience, expertise, resources and time, and more detailed knowledge and information
regarding a funds accounting, auditing, internal control and financial reporting practices than the Audit and Compliance Committee does.
Accordingly, the Audit and Compliance Committees oversight role does not provide any expert or special assurance as to the financial statements
and other financial information provided by a fund to its shareholders and others. The independent auditors are responsible for auditing the
funds annual financial statements. The authority and responsibilities set forth in this charter do not reflect or create any duty or obligation
of the Audit and Compliance Committee to plan or conduct any audit, to determine or certify that any funds financial statements are complete,
accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee any independent
auditors report.
C. Oversight. The
independent auditors shall report directly to the Audit and Compliance Committee and the Audit and Compliance Committee shall be responsible for
oversight of the work of the independent auditors, including resolution of any disagreements between any funds management and the independent
auditors regarding financial reporting. In connection with its oversight role, the Audit and Compliance Committee should also review with the
independent auditors, from time to time as appropriate: significant risks and uncertainties with respect to the quality, accuracy or fairness of
presentation of a funds financial statements; recently disclosed problems with respect to the quality, accuracy or fairness of presentation of
the financial statements of companies similarly situated to the funds and recommended actions which might be taken to prevent or mitigate the risk of
problems at the funds arising from such matters; accounting for unusual transactions; adjustments arising from audits that could have a significant
impact on the funds financial reporting process; and any recent SEC comments on the funds SEC reports, including, in particular, any
compliance comments. The Audit and Compliance Committee should inquire
17
of the independent auditor
concerning the quality, not just the acceptability, of the funds accounting determinations and other judgmental areas and question whether
managements choices of accounting principles are, as a whole, conservative, moderate or aggressive.
D. Specific
Responsibilities. The Audit and Compliance Committee shall have the following duties and powers, to be exercised at such times and in
such manner as the Committee shall deem necessary or appropriate:
1. |
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To oversee the funds auditing and accounting
process. |
2. |
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To approve and recommend to the Board of Trustees for its
ratification and approval in accord with applicable law the selection, appointment and retention of an independent auditor for each fund prior to the
engagement of such independent auditor and, at an appropriate time, its compensation. The Committee should meet with the independent auditor prior to
the audit to discuss the planning and staffing of the audit. The Committee should periodically consider whether, in order to assure continuing auditor
independence, there should be regular rotation of the independent audit firm and obtain and review a copy of the most recent report on the independent
auditor issued by the Public Company Accounting Oversight Board pursuant to Section 104 of the Sarbanes-Oxley Act. |
3. |
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To periodically review and evaluate the lead partner and other
senior members of the independent auditors team and confirm the regular rotation of the lead audit partner and reviewing partner as required by
Section 203 of the Sarbanes-Oxley Act. |
4. |
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To confirm that the officers of the funds were not employed by
the independent auditor, or if employed, did not participate in any capacity in the audit of the funds, in each case, during the one-audit-year period
preceding the date of initiation of the audit, as required by Section 206 of the Sarbanes-Oxley Act. |
5. |
|
To pre-approve all non-audit services provided by the
independent auditor to the fund or to the funds investment adviser and any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the fund, if the engagement relates directly to the operations and financial reporting of the
fund. |
6. |
|
The Committee is authorized to delegate, to the extent permitted
by law, pre-approval responsibilities to one or more members of the Committee who shall report to the Committee regarding approved services at the
Committees next regularly scheduled meeting. The Committee is also authorized to adopt policies and procedures which govern the pre-approval of
audit, audit-related, tax and other services provided by the independent accountants to the funds or to a service provider as referenced in Paragraph 5
provided, however, that any such policies and procedures are detailed as to particular services, the Audit and Compliance Committee is informed of each
service, and any such policies and procedures do not include the delegation of the Audit and Compliance Committees responsibilities under the
Securities Exchange Act of 1934 or applicable rules or listing requirements. |
7. |
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To monitor the independent auditor of each fund throughout the
engagement to attempt to identify: conflicts of interest between management and the independent auditor as a result of employment relationships; the
provision of prohibited non-audit services to a fund by its independent auditor; violations of audit partner rotation requirements; and prohibited
independent auditor compensation arrangements whereby individuals employed by the auditor are compensated based on selling non-audit services to the
fund. The independent auditors should promptly contact the Audit and Compliance Committee or its Chair about any significant issue or disagreement
concerning a funds accounting practices or financial statements that is not resolved to their satisfaction or if Section 10A(b) of the Exchange
Act has been implicated. |
8. |
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To meet with independent auditors, including private meetings as
necessary, managements internal auditors and the funds senior management (i) to review the arrangements for and scope of the annual audit
and any special audits; (ii) to review the form and substance of the funds financial statements and reports, including each funds
disclosures under Managements Discussion of Fund Performance and to discuss any matters of concern relating to the funds
financial statements, including any adjustments to such statements recommended by the independent accountants, or other results of an audit; (iii) to
consider the independent accountants comments with respect to the funds financial policies, procedures and internal accounting controls and
managements responses thereto; (iv) to review the resolution of any disagreements between the independent accountants and management regarding
the funds financial reporting; and (v) to review the form of opinion the independent accountants propose to render to the Board and shareholders.
The Audit and Compliance Committee should request from the independent auditors a frank assessment of management. |
18
9. |
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With respect to any listed fund, to consider whether it will
recommend to the Board of Trustees that the audited financial statements be included in a funds annual report. The Board delegates to the Audit
and Compliance Committee the authority to release the funds financial statements for publication in the annual and semi-annual report, subject to
the Boards right to review and ratify such financial statements following publication. With respect to each fund, to review and discuss with each
funds management and independent auditor the funds audited financial statements and the matters about which Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards, AU §380) requires discussion. The Audit and Compliance Committee shall prepare an annual
committee report for inclusion where necessary in the proxy statement of a fund relating to its annual meeting of security holders or in any other
filing required by the SECs rules. |
10. |
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To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their auditing programs. |
11. |
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To assist the Board of Trustees in monitoring the Office of the
Chief Compliance Officer (the CCO) by: |
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Reviewing, no less frequently than annually, the CCOs
report on the operation of the compliance programs of the funds and compliance programs of the funds adviser, sub-advisers, principal
underwriter, administrator and transfer agent (collectively, service providers). |
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Reviewing matters relating to the compliance programs of the
funds and the compliance programs of their service providers and compliance matters relating to the funds and their service providers as may be
presented to the Committee by the CCO. |
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Making recommendations to the Board of Trustees regarding
changes to the funds compliance program, as may be necessary or appropriate from time to time. |
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Reviewing the compliance programs for proposed service providers
to the funds, including subadvisers, and making recommendations regarding approval of such compliance programs to the Board of Trustees. |
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Reviewing regulatory inquiries relating to the funds and their
service providers as may be presented to the Committee by the CCO. |
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Reviewing the CCOs goals and objectives and making
recommendations to the Board of Trustees regarding the CCOs compensation, including bonus and merit components. |
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Reviewing the CCOs annual budget and making
recommendations to the Board of Trustees regarding its approval and the amount of such budget that should be an expense of the funds. |
12. |
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To obtain and review, at least annually, a report by the
independent auditor describing: the firms internal quality-control procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the firm or by any inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all
relationships between the independent auditor and each fund, including the disclosures required by any applicable Independence Standards Board
Standard. The Audit and Compliance Committee shall engage in an active dialogue with each independent auditor concerning any disclosed relationships or
services that might impact the objectivity and independence of the auditor. |
13. |
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To review with the independent auditor any problems that may be
reported to it arising out of a funds accounting, auditing or financial reporting functions and managements response, and to receive and
consider reports on critical accounting policies and practices and alternative treatments discussed with management. |
14. |
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To review the procedures for allocating fund brokerage, the
allocation of trades among various accounts under management and the fees and other charges for fund brokerage. |
15. |
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To receive and consider reports from the independent auditors
regarding reviews of the operating and internal control structure of custodian banks and transfer agents, including procedures to safeguard fund
assets. |
16. |
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To monitor securities pricing procedures and review their
implementation with management, managements internal auditors, independent auditors and others as may be required. |
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17. |
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To establish and monitor, or cause to be established and
monitored, procedures for the receipt, retention and treatment of complaints received by a fund regarding accounting, internal accounting controls or
auditing matters, and the confidential, anonymous submission by employees of the investment adviser, administrator, principal underwriter or any other
provider of accounting-related services for a listed fund, as well as employees of the fund, if any, regarding questionable accounting or auditing
matters, as and when required by applicable rules or listing requirements. The procedures currently in effect are attached as Exhibit
A. |
18. |
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To report regularly to the Board of Trustees, including
providing the Audit and Compliance Committees conclusions with respect to the independent auditor and the funds financial statements and
accounting controls. |
E. Subcommittees. The
Audit and Compliance Committee may, to the extent permitted by applicable law, form and delegate authority to one or more subcommittees (including a
subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to
preapprove audit or non-audit services shall be presented to the full Audit and Compliance Committee at its next meeting.
F. Additional
Responsibilities. The Committee shall serve as the qualified legal compliance committee (as such term is defined in 17 CFR
Part 205) (QLCC), the duties of which are listed on Exhibit B to this charter, shall also perform other tasks assigned to it from
time to time by the Board of Trustees and will report findings and recommendations to the Board of Trustees, as appropriate.
G. Funding. Each fund
shall provide for appropriate funding, as determined by the Audit and Compliance Committee, in its capacity as a committee of the Board of Trustees,
for payment of:
1. |
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Compensation to any registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the fund. |
2. |
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Compensation to any counsel, advisers, experts or consultants
engaged by the Audit and Compliance Committee under Paragraph J of this charter. |
3. |
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Ordinary administrative expenses of the Audit and Compliance
Committee that are necessary or appropriate in carrying out its duties. |
H. Governance. One
member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or
reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings and making
reports to the Board of Trustees, as appropriate. The designation of a person as an audit committee financial expert, within the meaning of
the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee
members or the Board of Trustees. Any additional compensation of Audit and Compliance Committee members shall be as determined by the Board of
Trustees. No member of the Audit and Compliance Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from
a fund, other than fees paid in his or her capacity as a member of the Board of Trustees or a committee of the Board of Trustees. The members of the
Audit and Compliance Committee should confirm that the minutes of the Audit and Compliance Committees meetings accurately describe the issues
considered by the Committee, the process the Committee used to discuss and evaluate such issues and the Committees final determination of how to
proceed. The minutes should document the Committees consideration of issues in a manner that demonstrates that the Committee acted with due
care.
I. Evaluation. At
least annually, the Audit and Compliance Committee shall evaluate its own performance, including whether the Audit and Compliance Committee is meeting
frequently enough to discharge its responsibilities appropriately.
J. Miscellaneous. The
Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and
authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants,
at the funds expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service
providers to the funds as it deems desirable.
K. Review. The
Committee shall review this charter at least annually and shall recommend such changes to the Board of Trustees as it deems desirable.
20
EXHIBIT A
Policy for Raising and Investigating Complaints or
Concerns
About Accounting or Auditing Matters
As contemplated by the Audit and Compliance Committee Charter,
the Committee has established the following procedures for:
|
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the receipt, retention and treatment of complaints received by a
fund regarding accounting, internal accounting controls or auditing matters; and |
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the confidential, anonymous submission by employees of the
investment adviser, administrator, principal underwriter or any other provider of accounting-related services for a listed fund, as well as employees
of the fund (covered persons) of concerns regarding questionable accounting or auditing matters. |
A. Policy Objectives
The objective of this policy is to
provide a mechanism by which complaints and concerns regarding accounting, internal accounting controls or auditing matters may be raised and addressed
without the fear or threat of retaliation. The funds desire and expect that covered persons will report any complaints or concerns they may have
regarding accounting, internal accounting controls or auditing matters.
B. Procedures for Raising Complaints and
Concerns
The funds Secretary shall be
responsible for communicating these procedures to covered persons. Covered persons with complaints regarding accounting, internal accounting controls
or auditing matters or concerns regarding questionable accounting or auditing matters may submit such complaints or concerns to the attention of the
funds Secretary by sending a letter or other writing to the funds principal executive offices. Complaints and concerns may be made
anonymously. Alternatively, any complaints or concerns may also be communicated anonymously directly to any member of the Audit and Compliance
Committee.
C. Procedures for Investigating and
Resolving Complaints and Concerns
If any complaints or concerns regarding
internal accounting controls or auditing matters that could affect the funds are received through the Ethics Line or any other similar facility
maintained by John Hancock Financial Services, they shall be communicated promptly to the funds Secretary and shall be reported by the
funds Secretary to the Audit and Compliance Committee, promptly or quarterly according to the guidelines set forth below.
The funds Secretary shall report
to the Audit and Compliance Committee as to whether those responsible for the Ethics Line or similar facility have a procedure in place to communicate
promptly any such complaints or concerns to the funds Secretary and whether any such communication would violate the terms
thereof.
All complaints and concerns received
will be promptly forwarded to the Audit and Compliance Committee or the chair of the Audit and Compliance Committee, unless they are determined to be
without merit by Secretary of the funds. If sent only to the chair, the chair may determine the appropriate response or may refer the issues to the
entire Audit and Compliance Committee. In any event, the funds Secretary will provide a record of all complaints and concerns received (whether
or not determined to have merit) to the Audit and Compliance Committee quarterly.
The Audit and Compliance Committee will
evaluate any complaints or concerns received (including those reported to the committee on a quarterly basis and which the funds Secretary has
previously determined to be without merit). If the Audit and Compliance Committee requires additional information to evaluate any complaint or concern,
it may conduct an investigation, including interviews of persons believed to have relevant information. The Audit and Compliance Committee may, in its
discretion, assume responsibility for directing or conducting any investigation or may delegate such responsibility to another person or
entity.
After its evaluation of the complaint
or concern, the Audit and Compliance Committee will authorize such follow-up actions, if any, as deemed necessary and appropriate to address the
substance of the complaint or concern. The funds reserve the right to take whatever action the Audit and Compliance Committee believes appropriate, up
to and including discharge of any employee deemed to have engaged in improper conduct.
Regardless of whether a complaint or
concern is submitted anonymously, the Audit and Compliance Committee will strive to keep all complaints and concerns and the identity of those who
submit them and participate in any investigation as confidential as possible, limiting disclosure to those with a business need to know or as required
by law or recommended by legal counsel.
21
No covered person shall penalize or
retaliate against any other covered person for reporting a complaint or concern, unless it is determined that the complaint or concern was made with
knowledge that it was false. The funds will not tolerate retaliation against any covered person for submitting, or for cooperating in the investigation
of, a complaint or concern. Moreover, any such retaliation is unlawful and may result in criminal action. Any retaliation will warrant disciplinary
action against the offending party, up to and including termination of employment.
John Hancock Advisers, LLC shall
include this policy in its employee manual and shall distribute, at least annually, the policy to all of its employees.
The funds Secretary shall retain
records of all complaints and concerns received, and the disposition thereof, for five years.
D. Notification of Others
At any time during an evaluation or
investigation of a complaint or concern, the chair of the Audit and Compliance Committee may notify the funds CCO, the QLCC or any other party
with a need to know of the receipt of a complaint or concern and/or the progress or results of any review and/or investigation of a complaint or
concern. The chair of the Audit and Compliance Committee may provide such level of detail as may be necessary to allow the appropriate consideration by
such parties in light of the funds ongoing obligations, including, but not limited to, disclosure obligations or any required officer
certifications.
22
EXHIBIT B QUALIFIED LEGAL COMPLIANCE COMMITTEE
(QLCC) DUTIES AND RESPONSIBILITIES
|
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The QLCC shall adopt written procedures for the confidential
receipt, retention and consideration of any report of evidence of a material violation. |
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The QLCC has the authority and responsibility, once a report of
evidence of a material violation by a fund, its officers, directors, employees or agents has been received by the QLCC: |
1. |
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to inform the CLO and CEO of such report (except in the case
where the reporting attorney reasonably believes that it would be futile to report evidence of a material violation to the CLO and CEO and has informed
the QLCC of such belief); and |
2. |
|
to determine whether an investigation is necessary or
appropriate and, if it determines an investigation is necessary or appropriate, to: |
(A) notify the Board of
Trustees;
(B) notify the funds
CCO;
(C) |
|
initiate an investigation, which may be conducted either by the
CLO or by outside attorneys; and |
(D) |
|
retain such additional expert personnel as the QLCC deems
necessary; |
and, at the conclusion of such
investigation, to:
(A) |
|
recommend, by majority vote, that the fund implement an
appropriate response to evidence of a material violation; and |
(B) |
|
inform the CLO, CEO the funds CCO and the Board of
Trustees of the results of any such investigation and the appropriate remedial measures. |
3. |
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by majority vote, to take all other appropriate action,
including notifying the U.S. Securities and Exchange Commission in the event that the fund fails in any material respect to implement an appropriate
response that the QLCC has recommended. |
23
ATTACHMENT 2
AUDIT AND COMPLIANCE COMMITTEE REPORT
The information contained in this
report shall not be deemed to be soliciting material or filed or incorporated by reference in future filings with the SEC, or
subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference
into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
The Audit and Compliance Committee has
reviewed and discussed with the Funds management and PricewaterhouseCoopers the audited financial statements of the Funds contained in the Annual
Report on Form N-CSR for the 2007 fiscal year. The Audit and Compliance Committee has also discussed with PricewaterhouseCoopers the matters required
to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters
related to the conduct of the audit of the Funds financial statements.
The Audit and Compliance Committee has
received and reviewed the written disclosures and the letter from PricewaterhouseCoopers required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit and Compliance Committees) and has discussed with PricewaterhouseCoopers its independence from the
Funds.
Based on the review and discussions
referred to above, the Audit and Compliance Committee recommended to the Board of Trustees that the audited financial statements be included in each
Funds Annual Report on Form N-CSR for filing with the Securities and Exchange Commission.
Submitted by the Audit and Compliance Committee
John A. Moore, Chairman
Charles L. Ladner
Patti McGill
Peterson
24
ATTACHMENT 3
JOHN HANCOCK FUNDS
GOVERNANCE COMMITTEE CHARTER
A. Composition. The
Governance Committee shall be composed entirely of Trustees who are independent as defined in the rules of the New York Stock Exchange
(NYSE) and the NASDAQ Stock Market, Inc. (NASDAQ) or any other exchange, as applicable, and are not interested persons as
defined in the Investment Company Act of 1940 of any of the funds, or of any funds investment adviser or principal underwriter (the
Independent Trustees) who are designated for membership from time to time by the Board of Trustees. The Chairman of the Board shall be a
member of the Governance Committee.
B. Overview. The
overall charter of the Governance Committee is to make recommendations to the Board on issues related to corporate governance applicable to the
Independent Trustees and to the composition and operation of the Board, and to assume duties, responsibilities and functions to recommend nominees to
the Board, together with such additional duties, responsibilities and functions as are delegated to it from time to time.
C. Specific
Responsibilities. The Governance Committee shall have the following duties and powers, to be exercised at such times and in such manner
as the Committee shall deem necessary or appropriate:
1. |
|
Except where the funds are legally required to nominate
individuals recommended by others, to recommend to the Board of Trustees individuals for nomination to serve as Trustees. |
2. |
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To consider, as it deems necessary or appropriate, the criteria
for persons to fill existing or newly created Trustee vacancies. The Governance Committee shall use the criteria and principles set forth in Annex A to
guide its Trustee selection process. |
3. |
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To consider and recommend the amount of compensation to be paid
by the funds to the Independent Trustees, including incremental amounts, if any, payable to Committee Chairmen, and to address compensation-related
matters. |
4. |
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To consider and recommend the duties and compensation of the
Chairman of the Board. |
5. |
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To consider and recommend changes to the Board regarding the
size, structure and composition of the Board. |
6. |
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To evaluate, from time to time, the retirement policies for the
Independent Trustees. |
7. |
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To develop and recommend to the Board guidelines for corporate
governance (Corporate Governance Guidelines) for the funds that take into account the rules of the NYSE and any applicable law or
regulation, and to periodically review and assess the Corporate Governance Guidelines and recommend any proposed changes to the Board for
approval. |
8. |
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To monitor all expenditures of the Board or the Committees or
the Independent Trustees not otherwise incurred and/or monitored by a particular Committee, including, but not limited to: legal, consulting and
D&O insurance costs; association dues, including Investment Company Institute membership dues; meeting expenditures and policies relating to
reimbursement of travel expenses and expenses associated with offsite meetings; expenses associated with Trustee attendance at educational or
informational conferences; and publication expenses. |
9. |
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To consider, evaluate and make recommendations and necessary
findings regarding independent legal counsel and any other advisers, experts or consultants, that may be engaged by the Board of Trustees, by the
Trustees who are not interested persons as defined in the Investment Company Act of 1940 of any of the funds or any funds investment
adviser or principal underwriter, or by the Governance Committee, from time to time, other than as may be engaged directly by another
committee. |
10. |
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To periodically review the Boards committee structure and
the charters of the Boards committees, and recommend to the Board of Trustees changes to the committee structure and charters as it deems
appropriate. |
11. |
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To coordinate and administer an annual self-evaluation of the
Board, which will include, at a minimum, a review of its effectiveness in overseeing the number of funds in the fund complex and the effectiveness of
its committee structure. |
12. |
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To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and other matters as the Governance Committee may deem necessary or
appropriate. |
25
D. Additional
Responsibilities. The Committee will also perform other tasks assigned to it from time to time by the Chairman of the Board or by the
Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.
E. Governance. One
member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or
reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, and making reports to the Board of
Trustees, as appropriate.
F. Miscellaneous. The
Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and
authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants,
at the funds expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service
providers to the funds as it deems desirable.
G. Review. The
Committee shall review this Charter periodically and recommend such changes to the Board of Trustees as it deems desirable.
26
ANNEX A
General Criteria
1. |
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Nominees should have a reputation for integrity, honesty and
adherence to high ethical standards. |
2. |
|
Nominees should have demonstrated business acumen, experience
and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the funds and should be willing and able to
contribute positively to the decision-making process of the funds. |
3. |
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Nominees should have a commitment to understand the funds, and
the responsibilities of a trustee/director of an investment company and to regularly attend and participate in meetings of the Board and its
committees. |
4. |
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Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the funds, including shareholders and the management company, and to act in the interests of all
shareholders. |
5. |
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Nominees should not have, nor appear to have, a conflict of
interest that would impair their ability to represent the interests of all the shareholders and to fulfill the responsibilities of a
director/trustee. |
Application of Criteria to Existing
Trustees
The renomination of existing Trustees
should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Governance
Committee shall consider the existing Trustees performance on the Board and any committee.
Review of Shareholder Nominations
Any shareholder nomination must be
submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the
Governance Committee. In evaluating a nominee recommended by a shareholder, the Governance Committee, in addition to the criteria discussed above, may
consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all
shareholders. If the Board determines to include a shareholders candidate among the slate of its designated nominees, the candidates name
will be placed on the funds proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder
has satisfied the requirements of Rule 14a-8, the shareholders candidate will be treated as a nominee of the shareholder who originally nominated
the candidate. In that case, the candidate will not be named on the proxy card distributed with the funds proxy statement.
As long as an existing Independent
Trustee continues, in the opinion of the Governance Committee, to satisfy the criteria listed above, the Committee generally would favor the
re-nomination of an existing Trustee rather than a new candidate. Consequently, while the Governance Committee will consider nominees recommended by
shareholders to serve as trustees, the Governance Committee may only act upon such recommendations if there is a vacancy on the Board, or the
Governance Committee determines that the selection of a new or additional Trustee is in the best interests of the fund. In the event that a vacancy
arises or a change in Board membership is determined to be advisable, the Governance Committee will, in addition to any shareholder recommendations,
consider candidates identified by other means, including candidates proposed by members of the Governance Committee. The Governance Committee may
retain a consultant to assist the Committee in a search for a qualified candidate.
27
![](d22558bckcov.jpg)
PI3PX 2/08
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JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
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Annual Meeting of Shareholders
March 31, 2008
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The undersigned holder of common shares of beneficial interest of John Hancock Tax-Advantaged Dividend
Income Fund hereby appoints KEITH F. HARTSTEIN, GORDON M. SHONE and THOMAS M. KINZLER, and
each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in
the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the
Fund to be held on Monday, March 31, 2008 at the offices of the Fund, 601 Congress Street, Boston,
Massachusetts, at 10:00 a.m., Eastern time, and at any and all adjournments thereof, in respect of all shares
of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with
all powers the undersigned would possess if personally present. All proxies previously given by the undersigned
in respect of said meeting are hereby revoked.
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![(BOX)](d22661001.jpg)
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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Please complete, sign, date and return this proxy in the enclosed envelope as soon as possible. Please sign exactly
as your name or names appear in the box on the reverse. When signing as Attorney, Executor, Administrator, Trustee
or Guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by authorized person.
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Address Change/Comments (Mark the
corresponding box on the reverse side)
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5FOLD AND DETACH HERE5
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THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
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Please
Mark Here
for Address
Change or
Comments SEE REVERSE SIDE
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JOHN HANCOCK TAX-ADVANTAGED
DIVIDEND INCOME FUND
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1. Election of Trustees:
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(01) James F. Carlin,
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(02) William H. Cunningham
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FOR
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AGAINST
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ABSTAIN |
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2. |
To eliminate the Funds Concentration Policy with
respect to securities issued by Financial Service
Companies. |
o |
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o |
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o |
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FOR |
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AGAINST |
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ABSTAIN |
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3. |
To modify the Funds Concentration Policy with
respect to investing in the utilities sector by
permitting the Fund to invest in Foreign as well as
U.S. Corporations. |
o |
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o
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o
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o
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FOR
ALL
NOMINEES
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WITHHOLD
FROM ALL
NOMINEES
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o
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For all nominees
except as noted above
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Specify your vote by marking the appropriate spaces.If no specification is made, this proxy will be voted
for the proposals named in the proxy statement.
The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the
proposals referred to and according to their best
judgment as to any other matters which may properly
come before the meeting.
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Please be sure to sign and date this Proxy.
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Signature: __________________ Date:
_______________ Signature: __________________ Date:
_______________
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5FOLD AND DETACH HERE5
YOUR VOTE IS VERY IMPORTANT!
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Please
use the GOLD proxy card to vote FOR your Funds nominees and FOR Proposals 2 and 3. |
If you have questions or need assistance in voting your shares, please call:
The Altman
Group, Inc.
Toll Free: (866) 745-0264
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P R O X Y
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JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
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The undersigned holder of Auction Preferred Shares of beneficial interest (Preferred Shares) of John Hancock Tax-Advantaged
Dividend Income Fund hereby constitutes and appoints Keith F. Hartstein, Gordon M. Shone and Thomas M. Kinzler, and each of them
singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to
vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Monday, March 31, 2008, at the offices
of the Fund, 601 Congress Street, Boston, Massachusetts, at 10:00 A.M., Eastern Time, and at any adjournments thereof, in respect to
all Preferred Shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with
all the powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said
meeting are hereby revoked.
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To
eliminate the Funds concentration policy with respect to securities issued by
financial service companies
o FOR o AGAINST o ABSTAIN |
3: |
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To
modify the Funds concentration policy with respect to investing in the utilities
sector by permitting the Fund to invest in foreign as well as U.S. corporations
o FOR o AGAINST o ABSTAIN |
P13PXC 2/08
Specify your vote by check marks in the appropriate space. This proxy will be voted as specified. If no specification is
made, the proxy will be voted for the proposals named in the proxy statement. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to and according to their best judgment
as to any other matters which properly come before the meeting.
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PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
AS SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE
BOX ON THE LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN
IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
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Date___________________________________________________________________,
2008
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____________________________________________________________________________
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____________________________________________________________________________
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Signature(s) of Shareholder(s)
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THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES