pre14a
As filed with the Securities and Exchange Commission on January 9, 2009.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-21131
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
þ Filed by the Registrant
o Filed by a Party other than the Registrant
Check the appropriate box:
þ Preliminary Proxy Statement
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK PREFERRED INCOME FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK PREFERRED 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.
þ No fee required.
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Tax-Advantaged Global Shareholder Yield Fund
February 6, 2009
Dear Fellow Shareholder:
As an investor in one or more of the funds listed above, you are cordially invited to attend the
annual shareholder meeting on Tuesday, April 14, 2009, at 10:30 a.m., Eastern Time, to be held at
the offices of John Hancock Funds, 601 Congress Street, Boston, Massachusetts 02210-2805.
The enclosed proxy statement sets forth three proposals that you are being asked to vote on. The
first proposal, a routine item, concerns the election of trustees. Routine items occur annually
and make no fundamental or material changes to a funds investment objectives, policies or
restrictions, or to the investment management contracts. The other proposals are not considered
routine items. All three are summarized below:
Elect your funds Board of Trustees
For each fund, the proposal asks shareholders to elect six Trustees to serve until their respective
successors are elected and qualified. Your proxy statement includes a brief description of each
nominees background.
Adopt a new form of investment advisory agreement
You are being asked to approve a new form of Advisory Agreement between each fund and John Hancock
Advisers, LLC (the Adviser). The purpose of this proposal is to streamline the advisory
agreements across the John Hancock Fund Complex, primarily to clarify that the new Agreement covers
only investment advisory services. Consistency in operational procedures across the John Hancock
Fund Complex will speed processes and minimize transaction error. These benefits contribute to a
goal of maintaining, even reducing, operational costs. Restricting the new form of Advisory
Agreement to investment advisory services will facilitate the Advisers ability to manage those
services that are non-investment in nature.
The new form of Advisory Agreement will not result in any change in advisory fee rates or the level
or quality of advisory services provided to the funds, and is not expected to materially increase
the funds overall expense ratios. Other details and impacts of this proposal are described in the
accompanying proxy statement.
Approve a new subadviser for the Tax-Advantaged Dividend Income Fund
Shareholders of this fund are being asked to approve a new subadvisory agreement between the
Adviser and Analytic Investors, Inc., which has been engaged by the Adviser to formulate and
implement a covered call options strategy for the fund. The goal is to seek to enhance
risk-adjusted returns, reduce overall portfolio volatility and generate tax-advantaged gains for
current distributions from options premiums. Subadvisory fees payable to Analytic will be borne by
the Adviser, will not be charged to this fund and will not result in higher fees for shareholders.
Your vote is important!
Please complete the enclosed proxy ballot form, sign it and mail it to us 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.
TABLE OF CONTENTS
If you have any questions, please call 1-800-852-0218, Monday through Friday, between 9:00 a.m. and
7:00 p.m., Eastern Time.
Thank you in advance for your prompt action on these very important matters.
Sincerely,
Keith F. Hartstein
Chief Executive Officer
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
601 Congress Street, Boston, Massachusetts 02210
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 14, 2009
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, should you want to attend in person.
To the shareholders of the funds listed above:
A shareholder meeting for each fund will be held at 601 Congress Street, Boston, Massachusetts
02110, on Tuesday, April 14, 2009, at 10:30 a.m., Eastern Time, and shareholders of the funds will
consider the following:
(1) |
|
To elect six Trustees to serve until their respective successors are duly elected and
qualified (all funds). |
|
(2) |
|
To adopt a new form of investment advisory agreement (all funds). |
|
(3) |
|
To approve Analytic Investors, Inc. as a subadviser to the Tax-Advantaged Dividend Income
Fund. |
|
(2) |
|
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 each fund as of the close of business on January 23, 2009, 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 6, 2009.
Whether or not you expect to attend the meeting, please complete and return the enclosed proxy 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 6, 2009
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
601 Congress Street, Boston, Massachusetts 02210
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 14, 2009
PROXY STATEMENT
This proxy statement contains the information you should know before voting on the proposal
described in the notice. Each 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 your 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 each funds Trustees to solicit proxies to be voted at the
annual meeting of each funds shareholders. The meeting will be held at 601 Congress Street,
Boston, Massachusetts, on Tuesday,
April 14, 2009, at 10:30 a.m., Eastern Time.
John Hancock Preferred Income Fund (Preferred Income)
John Hancock Preferred Income Fund II (Preferred Income II)
John Hancock Preferred Income Fund III (Preferred Income III)
John Hancock Tax-Advantaged Dividend Income Fund (Tax-Advantaged Dividend)
John Hancock Tax-Advantaged Global Shareholder Yield Fund (TaxAdvantaged Global)
The following table summarizes which funds are being asked to vote on a particular Proposal.
|
|
|
Proposal |
|
Funds |
|
1
|
|
All funds
|
2
|
|
All funds |
3
|
|
Tax-Advantaged Dividend |
If you sign the enclosed proxy card and return it in time to be voted at the meeting, your shares
will be voted in accordance with your instructions. Signed proxies with no instructions will be
voted FOR the proposal. 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 your funds secretary (without complying
with any formalities) at any time before your proxy is voted.
Record Ownership
The Trustees of each fund have fixed the close of business on January 23, 2009 as the record date
to determine which shareholders are entitled to vote at the meeting. Shareholders of each fund are
entitled to one vote per share on all business of the meeting or any postponement of the meeting
relating to their fund. On the record date, the following number of shares of beneficial interest
of each fund were outstanding:
|
|
|
|
|
Fund |
|
Shares |
|
|
Preferred Income |
|
|
|
|
Preferred Income II |
|
|
|
|
Preferred Income III |
|
|
|
|
Tax-Advantaged Dividend |
|
|
|
|
Tax-Advantaged Global |
|
|
|
|
1
The funds management does not know of anyone who beneficially owned more than 5% of any funds
shares outstanding as of the record date, except for who owned ___% of
the shares of . (Beneficial ownership means voting power and/or investment power,
which includes the power to dispose of shares.)
Although the annual meetings of the funds are being held jointly and proxies are being solicited
through the use of this joint proxy statement, shareholders of each fund will vote separately as to
proposals affecting their fund.
2
PROPOSAL ONE
ELECTION OF TRUSTEES
General
Each funds Board of Trustees consists of eleven members. Holders of the shares of each fund are
entitled to elect six Trustees at this meeting. Ms. Jackson and Messrs. Ladner, Martin, Moore,
Russo, and Vrysen have been designated as subject to election by holders of the shares of each
fund.
Each Board of Trustees is divided into three staggered term classes; one class containing three
Trustees and two classes containing four Trustees each. The term of one class expires each year,
and no term continues for more than three years after the applicable election. Should a Trustee in
a class wish to serve an additional term, he or she must stand for re-election. 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, each nominee for election, except Mr. Vrysen, currently serves as a
Trustee of each fund. Using the enclosed proxy card, you may authorize the proxies to vote your
shares for the nominees or you may withhold from the proxies authority to vote your shares for one
or more of the nominees. 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 funds have no reason to believe that it will be
necessary to designate a substitute nominee.
Proposal One
For each fund, Ms. Jackson and Messrs. Ladner, Martin, Moore, Russo and Vrysen are the current
nominees for election by the shareholders.
Vote Required For Proposal One
The vote of a plurality of the votes cast by the shares of a fund is sufficient to elect the
nominees to serve as Trustees of that fund.
Each Board recommends that shareholders of each fund vote FOR all the nominees in Proposal One.
3
Information Concerning Trustees
The following table sets forth certain information regarding the nominees for election to the
Boards. The table also shows each nominees principal occupation or employment and other
directorships during the past five years and the number of John Hancock funds overseen by current
Trustees. There are currently ten Trustees of each fund, nine of whom are not interested persons
(as defined in the Investment Company Act of 1940, as amended (the 1940 Act)) of the funds
(Independent Trustees). The table also lists the Trustees who are not currently standing for
election. The address of each nominee is 601 Congress Street, Boston, Massachusetts 02210-2805.
|
|
|
|
|
|
|
|
|
Name, (Year of |
|
|
|
|
|
|
Birth) and |
|
|
|
|
|
Number of |
Position with the |
|
Principal Occupation(s) and |
|
Trustee |
|
John Hancock |
Fund |
|
other Directorships during the Past Five Years |
|
Since |
|
Funds Overseen |
|
|
|
NOMINEES STANDING FOR ELECTION
TERM TO EXPIRE IN 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles L. Ladner
(1938)
Independent
Trustee
|
|
Chairman and Trustee, Dunwoody Village, Inc.
(retirement services) (since 2008); Senior
Vice President and Chief Financial Officer,
UGI Corporation (public utility holding
company) (retired 1998); Vice President and
Director for AmeriGas, Inc. (retired 1998);
Director of AmeriGas Partners, L.P.(gas
distribution) (until 1997); Director,
EnergyNorth, Inc. (until 1995); Director,
Parks and History Association (until 2005).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
Stanley Martin
(1947)
Independent
Trustee
|
|
Senior Vice President/Audit Executive,
Federal Home Loan Mortgage Corporation
(2004-2006); Executive Vice
President/Consultant, HSBC Bank USA
(2000-2003); Chief Financial
Officer/Executive Vice President, Republic
New York Corporation & Republic National Bank
of New York (1998-2000); Partner, KPMG LLP
(1971-1998).
|
|
2008 (A-E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
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 & Deputy Administrator,
Environmental Protection Agency; Principal,
Hollyhouse (consulting) (since 2000);
Director, CIIT Center for Health Science
Research (nonprofit research) (until 2007).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
John G. Vrysen*
(1955)
Nominee
|
|
Senior Vice President, Manulife Financial
Corporation (MFC) (since 2006); Director,
Executive Vice President and Chief Operating
Officer, the Adviser, The Berkeley Financial
Group, LLC (The Berkeley Group) (holding
company), John Hancock Investment Management
Services, LLC (JHIMS), and John Hancock
Funds, LLC (since 2007); Chief Operating
Officer, John Hancock Funds (JHF), John
Hancock Funds II (JHF II), John Hancock
Funds III (JHF III) and John Hancock Trust
(JHT) (since 2007), Director, John Hancock
Signature Services, Inc. (Signature
Services) (since 2005); Chief Financial
Officer, the Adviser, The Berkeley Group, MFC
Global Investment
|
|
N/A
|
|
|
N/A |
|
4
|
|
|
|
|
|
|
|
|
Name, (Year of |
|
|
|
|
|
|
Birth) and |
|
|
|
|
|
Number of |
Position with the |
|
Principal Occupation(s) and |
|
Trustee |
|
John Hancock |
Fund |
|
other Directorships during the Past Five Years |
|
Since |
|
Funds Overseen |
|
|
|
Management (U.S.) (MFC
Global (U.S.)), JHIMS, John Hancock Funds,
LLC, JHF, JHF II, JHF III and JHT
(2005-2007); Vice President, MFC (until
2006). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOMINEE STANDING FOR ELECTION
TERM TO EXPIRE IN 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah C. Jackson
(1952)
Independent
Trustee
|
|
Chief Executive Officer, American Red Cross
of Massachusetts Bay (since 2002); Board of
Directors of Eastern Bank Corporation (since
2001); Board of Directors of Eastern Bank
Charitable Foundation (since 2001); Board of
Directors of American Student Association
Corp. (since 1996); Board of Directors of
Boston Stock Exchange (2002-2008); Board of
Directors of Harvard Pilgrim Healthcare
(since 2007).
|
|
2008 (A-E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
NOMINEE STANDING FOR ELECTION
TERM TO EXPIRE IN 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory A. Russo
(1949)
Independent Trustee
|
|
Vice Chairman, Risk & Regulatory Matters,
KPMG, LLC (KPMG) (2002-2006); Vice
Chairman, Industrial Markets, KPMG
(1998-2002).
|
|
2008 (A-E)
|
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Boyle*
(1959)
Non-Independent
Trustee
|
|
Executive Vice President, MFC (since 1999);
President, John Hancock Variable Life
Insurance Company (since 2007); Executive
Vice President, John Hancock Life Insurance
Company (since 2004); Chairman and Director,
the Adviser, The Berkeley Group and John
Hancock Funds, LLC (since 2005); Chairman and
Director, JHIMS (since 2006); Senior Vice
President, The Manufacturers Life Insurance
Company (U.S.A.) (until 2004).
|
|
2005 (A-C)
2005 (D)
2007 (E)
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
Patti McGill
Peterson
(1943)
Independent
Trustee and
Chairperson
|
|
Principal, PMP Globalinc (consulting) (since
2007); Senior Associate, Institute for Higher
Education Policy (since 2007); Executive
Director, CIES (international education
agency) (until 2007); Vice President,
Institute of International Education (until
2007); Senior Fellow, Cornell University
Institute of Public Affairs, Cornell
University (1997-1998); Former President
Wells College, St. Lawrence University and
the Association of Colleges and Universities
of the State of New York. Director of the
following: Niagara Mohawk Power Corporation
(until 2003); Security Mutual Life
(insurance) (until 1997); ONBANK (until
1993). Trustee of the following: Board of
Visitors, The University of Wisconsin,
Madison (since 2007); Ford Foundation,
International Fellowships Program (until
2007); UNCF, International Development
Partnerships (until 2005); Roth Endowment
(since 2002); Council for International
Educational Exchange (since 2003).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
5
|
|
|
|
|
|
|
|
|
Name, (Year of |
|
|
|
|
|
|
Birth) and |
|
|
|
|
|
Number of |
Position with the |
|
Principal Occupation(s) and |
|
Trustee |
|
John Hancock |
Fund |
|
other Directorships during the Past Five Years |
|
Since |
|
Funds Overseen |
|
Steven R.
Pruchansky
(1944)
Independent
Trustee and Vice
Chairman
|
|
Chairman and Chief Executive Officer,
Greenscapes of Southwest Florida, Inc. (since
2000); Director and President, Greenscapes of
Southwest Florida, Inc. (until 2000); Member,
Board of Advisors, First American Bank (since
2008); Managing Director, Jon James, LLC
(real estate) (since 2000); Director, First
Signature Bank & Trust Company (until 1991);
Director, Mast Realty Trust (until 1994);
President, Maxwell Building Corp. (until
1991).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James F. Carlin
(1940)
Independent
Trustee
|
|
Director and Treasurer, Alpha Analytical
Laboratories (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).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
William H.
Cunningham
(1944)
Independent
Trustee
|
|
Professor, University of Texas, Austin, Texas
(since 1971); 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 1, Inc. (since 2007); 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),
rateGenius (until 2003), Lincoln National
Corporation (insurance) (since 2006),
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, Interactive Bridge, Inc. (college
fundraising) (until 2001); Advisory Director,
Q Investments (until 2003); Advisory
Director, JP Morgan Chase Bank (formerly
Texas Commerce Bank Austin), LIN
Television (until 2008), WilTel
Communications (until 2003) and Hayes Lemmerz
International, Inc. (diversified automotive
parts supply company) (since 2003).
|
|
2002 (A/B)
2003 (C)
2004 (D)
2007 (E)
|
|
|
50 |
|
|
|
|
* |
|
Because each of Mr. Vrysen and Mr. Boyle is a senior executive with the Adviser, each of them
is considered an interested person (as defined in the 1940 Act) of the funds. |
|
(A) |
|
Preferred Income |
|
(B) |
|
Preferred Income II |
|
(C) |
|
Preferred Income III |
|
(D) |
|
Tax-Advantaged Dividend |
|
(E) |
|
Tax-Advantaged Global |
6
Executive Officers
The following table presents information regarding the current principal officers of the funds who
are neither current Trustees nor Nominees. The address of each officer is 601 Congress Street,
Boston, Massachusetts 02210-2805.
|
|
|
|
|
Name, (Year of |
|
|
|
|
Birth) and |
|
Year |
|
|
Position with the |
|
Commenced |
|
Principal Occupation(s) and |
Fund |
|
Service |
|
other Directorships during Past Five Years |
|
Keith F. Hartstein
(1956)
President and
Chief Executive
Officer
|
|
2005 (A-D)
2007 (E)
|
|
Senior Vice President, MFC (since 2004);
Director, President and Chief Executive
Officer, JHA, The Berkeley Group, John
Hancock Funds, LLC (since 2005);
Director, MFC Global (U.S.) (since 2005);
Director, Signature Services (since
2005); President and Chief Executive
Officer, JHIMS (since 2006); President
and Chief Executive Officer, JHF II, JHF
III and JHT; Director, Chairman and
President, NM Capital Management, Inc.
(since 2005); Chairman, Investment
Company Institute Sales Force Marketing
Committee (since 2003); Director,
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
|
|
2006 (A-D)
2007 (E)
|
|
Vice President and Counsel for John
Hancock Life Insurance Company (U.S.A.)
(JHLICO (U.S.A.)) (since 2006);
Secretary and Chief Legal Officer, JHF,
LLC, JHF II, JHF III and JHT (since
2006); Vice President and Associate
General Counsel for Massachusetts Mutual
Life Insurance Company (1999-2006);
Secretary and Chief Legal Counsel for MML
Series Investment Fund (2000-2006);
Secretary and Chief Legal Counsel for
MassMutual Institutional Funds
(2000-2004); Secretary and Chief Legal
Counsel for MassMutual Select Funds and
MassMutual Premier Funds (2004-2006). |
|
|
|
|
|
Francis V. Knox, Jr.
(1947)
Chief Compliance
Officer
|
|
2005 (A-D)
2007 (E)
|
|
Vice President and Chief Compliance
Officer, JHIMS and MFC Global (U.S.)
(since 2005); Chief Compliance Officer,
JHF, JHF II, JHF III and JHT (since
2005); and Vice President and Assistant
Treasurer, Fidelity Group of Funds (until
2004). |
|
|
|
|
|
Charles A. Rizzo
(1957)
Chief Financial
Officer
|
|
2007 (A-E)
|
|
Chief Financial Officer, JHF, JHF II, JHF
III and JHT (since 2007); Assistant
Treasurer, Goldman Sachs Mutual Fund
Complex (registered investment companies)
(2005-2007); Vice President, Goldman
Sachs (2005-2007); Managing Director and
Treasurer of Scudder Funds, Deutsche
Asset Management (2003-2005). |
|
|
|
|
|
Gordon M. Shone
(1956)
Treasurer
|
|
2006 (A-D)
2007 (E)
|
|
Treasurer, JHF (since 2006); JHF II, JHF
III and JHT (since 2005); Vice President
and Chief Financial Officer, JHT
(2003-2005); Senior Vice President,
JHLICO (U.S.A.) (since 2001); Vice
President, JHIMS and JHA (since 2006). |
|
|
|
(A) |
|
Preferred Income |
|
(B) |
|
Preferred Income II |
|
(C) |
|
Preferred Income III |
|
(D) |
|
Tax-Advantaged Dividend |
|
(E) |
|
Tax-Advantaged Global |
7
Committees
In 2008, Preferred Income III changed its fiscal year end from May 31 to July 31. Accordingly,
information in this proxy statement relating to the most recent fiscal year for this fund will be
shown through or as of the end of the funds most recently completed fiscal period (July 31, 2008),
as well as for the previous full 12-month fiscal year ended May 31, 2008.
During each funds most recent fiscal year (and, in the case of Preferred Income III, the fiscal
period ended July 31, 2008), the Board had four (4) standing committees: the Audit and Compliance
Committee, the Contracts/Operations Committee, the Governance Committee and the Investment
Performance Committee. Each Committee was comprised entirely of Independent Trustees. In January
2009, the Boards committee structure was changed to consist of five (5) standing committees. The
following discussion relates to the committee structure that was in place through December 2008.
The new committee structure is described below under Revised Committee Structure.
Audit and Compliance Committee. All members of this 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. This Committee recommends
to the full Board the appointment of the independent registered public accounting firm for each
fund, oversees the work of the independent registered public accounting firm in connection with
each funds audit, communicates with the independent registered public accounting firm and 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 written charter for the Audit
Committee (which replaced the Audit and Compliance Committee in January 2009) is included as
Attachment 1 to this proxy statement.
The Audit and Compliance Committee reports that it has: (1) reviewed and discussed each funds
audited financial statements with management; (2) discussed with the independent registered public
accounting firm the matters relating to the quality of each funds financial reporting as required
by SAS 61; (3) received written disclosures and an independence letter from the independent
registered public accounting firm required by Independent Standards Board Standard No. 1 and
discussed with the independent registered public accounting firm their independence; and (4) based
on these discussions, recommended to the Board that each funds financial statements be included in
each funds annual report for the last fiscal year (see Attachment 2).
With respect to Preferred Income and Preferred Income II, the Audit and Compliance Committee met
___(___) times during the fiscal year ended July 31, 2008; with respect to Preferred Income III,
this Committee met ___(___) times during the fiscal year ended May 31, 2008 and ___(___) times
during the fiscal period ended July 31, 2008; with respect to Tax Advantaged Global, this Committee
met ___(___) times during the fiscal year ended October 31, 2008; and with respect to
Tax-Advantaged Dividend, this Committee met ___(___) times during the fiscal year ended December
31, 2008.
Governance Committee. This Committee is comprised of all of the Independent Trustees. This
Committee reviews the activities of the other standing committees and makes the final selection and
nomination of candidates to serve as Independent Trustees. All members of this Committee also are
independent under the NYSEs Revised Listing Rules. The written charter for the Nominating,
Governance and Administration Committee (which replaced the Governance Committee in January 2009)
is included as Attachment 3 to this proxy statement. 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 expects to apply 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. This
8
Committee does not necessarily
place the same emphasis on each criterion and each nominee may not have each of these qualities.
It is the intent of each Governance Committee that at least one Independent Trustee be an audit
committee financial expert as defined by the Securities and Exchange Commission (the SEC).
As long as an existing Independent Trustee continues, in the opinion of the Governance Committee,
to satisfy these criteria, each fund anticipates that the Committee would favor the renomination of
an existing Trustee rather than a new candidate. Consequently, while this Committee will consider
nominees recommended by shareholders to serve as Trustees, the Committee may only act upon such
recommendations if there is a vacancy on the Board or the Committee determines that the selection
of a new or additional Independent Trustee is in the best interests of the funds. In the event
that a vacancy arises or a change in Board membership is determined to be advisable, this Committee
will, in addition to any shareholder recommendations, consider candidates identified by other
means, including candidates proposed by members of the Committee. This Committee may retain a
consultant to assist the Committee in a search for a qualified candidate, and has done so recently.
Any shareholder recommendation must be submitted in compliance with all of the pertinent provisions
of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), to be
considered by the Governance Committee. In evaluating a nominee recommended by a shareholder, this
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 nominees, the candidates name will be placed on the funds proxy card. If this
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 was recommended by this Committee.
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.
With respect to Preferred Income and Preferred Income II, the Governance Committee met ___(___)
times during the fiscal year ended July 31, 2008; with respect to Preferred Income III, this
Committee met ___(___) times during the fiscal year ended May 31, 2008 and ___(___) times during
the fiscal period ended July 31, 2008; with respect to Tax Advantaged Global, this Committee met
___(___) times during the fiscal year ended October 31, 2008; and with respect to Tax-Advantaged
Dividend, this Committee met ___(___) times during the fiscal year ended December 31, 2008.
Contracts/Operations Committee. This Committee oversees the initiation, operation and renewal of
the various contracts between the funds and other entities. These contracts include advisory,
custodial and transfer agency agreements and arrangements with other service providers. With
respect to Preferred Income and Preferred Income II, the Contracts/Operations Committee met ___
(___) times during the fiscal year ended July 31, 2008; with respect to Preferred Income III, this
Committee met ___(___) times during the fiscal year ended May 31, 2008 and ___(___) times during
the fiscal period ended July 31, 2008; with respect to Tax Advantaged Global, this Committee met
___(___) times during the fiscal year ended October 31, 2008; and with respect to Tax-Advantaged
Dividend, this Committee met ___(___) times during the fiscal year ended December 31, 2008.
Investment Performance Committee. This Committee monitors and analyzes the performance of the
funds generally, consults with the Adviser as necessary if a fund is considered to require special
attention, and reviews fund peer groups and other comparative standards as necessary.
With respect to Preferred Income and Preferred Income II, the Investment Performance Committee met
___(___) times during the fiscal year ended July 31, 2008; with respect to Preferred Income III,
this Committee met ___(___) times during the fiscal year ended May 31, 2008 and ___(___) times
during the fiscal period ended July 31, 2008;
9
with respect to Tax Advantaged Global, this Committee met ___(___) times during the fiscal year ended October 31, 2008; and with respect to
Tax-Advantaged Dividend, this Committee met ___(___) times during the fiscal year ended December
31, 2008.
Board meetings. Each Board held five (5) meetings during its most recently completed fiscal year
and the Board of Preferred Income III met ___(___) times during the fiscal period ended July 31,
2008. With respect to each 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 funds hold joint meetings of the Trustees and all committees.
Revised Committee Structure. Beginning January 2009, each funds committee structure was revised
to consist of five (5) committees; the Audit Committee; the Compliance Committee; the Nominating,
Governance and Administration Committee (which corresponds to the former Governance Committee); the
Fixed-Income and Closed-End Fund Investment Performance Committee (which corresponds to the former
Investment Performance Committee); and the Contracts/Operations Committee (which corresponds to the
former committee of the same name). In terms of function, other than the separate Audit and
Compliance Committees, the current committees operate in the same manner as their predecessor
committees.
Audit Committee. The accounting oversight function of this Committee is described above in the
discussion of the former Audit and Compliance Committee.
Compliance Committee. The primary role of this Committee is to oversee the activities of each
funds Chief Compliance Officer; the implementation and enforcement of each funds compliance
policies and procedures; and compliance with the funds and the Independent Trustees Codes of
Ethics.
The current membership of each committee is set forth below. As Chairperson of the Board, Ms.
McGill Peterson is considered an ex oficio member of each committee and, therefore, is able to
attend and participate in any committee meeting, as appropriate. Prior to January 2009, Ms.
Jackson and Messrs. Martin and Russo were not members of any committee.
|
|
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|
|
Fixed-Income and |
|
|
|
|
|
|
Nominating, |
|
Closed-End Fund |
|
|
|
|
|
|
Governance and |
|
Investment |
|
|
Audit |
|
Compliance |
|
Administration |
|
Performance |
|
Contracts/Operations |
|
Mr. Cunningham
Ms. Jackson
Mr. Martin
|
|
Mr. Carlin
Mr. Russo
|
|
All Independent
Trustees
|
|
Ms. Jackson
Mr. Ladner
Mr. Martin
Mr. Pruchansky
|
|
Mr. Ladner
Dr. Moore
Mr. Pruchansky |
Trustee Ownership
The following table shows the dollar range of each Trustees and nominees ownership of equity
securities of the funds as well as holdings of shares of equity securities of all John Hancock
funds overseen by the Trustee, as of December 31, 2008.
Trustee Holdings (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Preferred Income |
|
Preferred Income II |
|
Preferred Income III |
|
|
|
Independent Trustees |
|
|
|
|
|
|
|
|
|
|
|
|
James F. Carlin |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
10,001-$50,000 |
|
William H. Cunningham |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
Deborah C. Jackson |
|
$ |
1-$10,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Charles L. Ladner |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee |
|
Preferred Income |
|
Preferred Income II |
|
Preferred Income III |
Stanley Martin |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
Patti McGill Peterson |
|
$ |
1-$10,000 |
|
|
$ |
10,001-$50,000 |
|
|
$ |
10,001-$50,000 |
|
John A. Moore |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
Steven R. Pruchansky |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
Gregory A. Russo |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
Non-Independent Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
James R. Boyle |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Non-Independent Nominee |
|
|
|
|
|
|
|
|
|
|
|
|
John G Vrysen |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged |
|
Tax-Advantaged |
|
All John Hancock |
Name of Trustee |
|
Dividend |
|
Global |
|
funds overseen |
|
|
|
Independent Trustees |
|
|
|
|
|
|
|
|
|
|
|
|
James F. Carlin |
|
$ |
10,001-$50,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
William H. Cunningham |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
Deborah C. Jackson |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
Charles L. Ladner |
|
$ |
1-$10,000 |
|
|
$ |
10,001-$50,000 |
|
|
|
|
|
Stanley Martin |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
Patti McGill Peterson |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
John A. Moore |
|
$ |
10,001-$50,000 |
|
|
$ |
10,001-$50,000 |
|
|
|
|
|
Steven R. Pruchansky |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
Gregory A. Russo |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
Non-Independent Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
James R. Boyle |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
Non-Independent Nominee |
|
|
|
|
|
|
|
|
|
|
|
|
John G Vrysen |
|
$ |
1-$10,000 |
|
|
$ |
1-$10,000 |
|
|
|
|
|
|
|
|
(1) |
|
The amounts reflect the aggregate dollar range of equity securities beneficially owned by the
Trustees in the funds 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 funds 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 funds as a group did not beneficially own, in excess of one percent
of the outstanding shares of any fund. |
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 (the 10% Shareholders) to file reports of ownership and
changes in ownership with the SEC. Executive Officers, Trustees and 10% Shareholders are also
required by SEC regulations to furnish each 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 funds and representations
that no other reports were required to be filed, each fund believes that during the past fiscal
year its executive officers, Trustees and 10% Shareholders complied with all applicable Section
16(a) filing requirements.
11
Remuneration of Trustees and Officers
The
following table provides information regarding the compensation paid by the funds and the other
investment companies in the John Hancock fund complex to the Independent Trustees for their
services for the 12 months ended December 31, 2008. Any non-Independent Trustees, and each of the
officers of the funds who are interested persons of the Adviser, are compensated by the Adviser
and/or its affiliates and receive no compensation from the funds for their services.
Compensation for the 12 Months Ended December 31, 2008
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax- |
|
Tax- |
|
Hancock |
|
|
Preferred |
|
Preferred |
|
Preferred |
|
Advantaged |
|
Advantaged |
|
Fund |
Name of Trustee |
|
Income |
|
Income II |
|
Income III |
|
Dividend |
|
Global |
|
Complex (1) |
James F. Carlin |
|
$ |
7,229 |
|
|
$ |
6,980 |
|
|
$ |
7,538 |
|
|
$ |
7,996 |
|
|
$ |
5,658 |
|
|
$ |
268,834 |
|
William H. Cunningham (2) |
|
$ |
4,618 |
|
|
$ |
4,562 |
|
|
$ |
4,688 |
|
|
$ |
4,769 |
|
|
$ |
4,291 |
|
|
$ |
160,500 |
|
Deborah C. Jackson (3) |
|
$ |
1,125 |
|
|
$ |
1,125 |
|
|
$ |
1,125 |
|
|
$ |
1,125 |
|
|
$ |
1,125 |
|
|
$ |
42,750 |
|
Charles L. Ladner (2) |
|
$ |
5,421 |
|
|
$ |
5,241 |
|
|
$ |
5,643 |
|
|
$ |
5,900 |
|
|
$ |
4,291 |
|
|
$ |
165,500 |
|
Stanley Martin (3) |
|
$ |
1,498 |
|
|
$ |
1,498 |
|
|
$ |
1,498 |
|
|
$ |
1,498 |
|
|
$ |
1,498 |
|
|
$ |
59,960 |
|
Patti McGill Peterson (2) |
|
$ |
8,182 |
|
|
$ |
7,633 |
|
|
$ |
8,689 |
|
|
$ |
9,348 |
|
|
$ |
5,105 |
|
|
$ |
215,000 |
|
John A. Moore (2) |
|
$ |
4,618 |
|
|
$ |
4,562 |
|
|
$ |
4,688 |
|
|
$ |
4,769 |
|
|
$ |
4,292 |
|
|
$ |
160,500 |
|
Steven R. Pruchansky (2) |
|
$ |
5,852 |
|
|
$ |
5,718 |
|
|
$ |
6,005 |
|
|
$ |
6,200 |
|
|
$ |
5,141 |
|
|
$ |
206,500 |
|
Gregory Russo (3) |
|
$ |
4,052 |
|
|
$ |
3,324 |
|
|
$ |
4,624 |
|
|
$ |
5,336 |
|
|
$ |
865 |
|
|
$ |
59,960 |
|
|
|
|
(1) |
|
All of the Independent Trustees other than Mr. Russo are Trustees of 50 funds in the John
Hancock Fund Complex. Mr. Russo is a Trustee of 21 funds in the Complex. |
|
(2) |
|
As of November 30, 2008, the value of the aggregate accrued deferred compensation amount from
all funds in the John Hancock fund complex for Mr. Cunningham was $155,441; Mr. Ladner was $71,250;
Ms. McGill Peterson was $112,504; Dr. Moore was $209,776; and Mr. Pruchansky was $255,930 under the
John Hancock Deferred Compensation Plan for Independent Trustees (the Plan). Under the Plan, an
Independent Trustee may elect to have his 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 Trustees under the Plan will be
determined based upon the performance of such investments. Deferral of Trustees fees does not
obligate any fund to retain the services of any Trustee or obligate a fund to pay any particular
level of compensation to the Trustee. |
|
(3) |
|
Messrs. Martin and Russo each commenced service as a Trustee on September 8, 2008. Ms. Jackson
commenced service as a Trustee on October 1, 2008. |
Material Relationships of the Independent Trustees
As of December 31, 2008, none of the Independent Trustees, nor any immediate family member, owned
shares of the Adviser or a principal underwriter of the funds, 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 funds.
There have been no transactions by the funds 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 funds 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 funds 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 funds 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
funds. Moreover, no Independent Trustee or his or her immediate family member has, or has had in
the last two fiscal years of the funds, any direct or indirect relationships
12
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 funds, an
officer of the funds, any investment company sharing the same investment adviser or principal
underwriter as the funds or any officer of such a company, any investment adviser or principal
underwriter of the funds 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 funds, or any officer of such a person.
Within the last two completed fiscal years of the funds, no officer of any investment adviser or
principal underwriter of the funds or of any person directly or indirectly controlling, controlled
by or under common control with, the investment adviser or principal underwriter of the funds, has
served as a director on a board of a company where any of the Independent Trustees or nominees of
the funds, 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 funds or any of its affiliated persons or has a material interest adverse to
the funds 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 funds within the past five years.
Independent Registered Public Accounting Firm
The
Trustees of each fund, including a majority of each funds Independent Trustees, have selected PricewaterhouseCoopers LLC (PwC), 125 High Street, Boston, Massachusetts 02110, to act as
independent registered public accounting firm for each funds fiscal year ending: Preferred Income,
Preferred Income II and Preferred Income III July 31, 2009; Tax Advantaged Global October 31,
2009; and Tax-Advantaged Dividend December 31, 2009.
Representatives of PwC are not expected to be present at the meeting but have been given the
opportunity to make a statement, if they so desire, and will be available should any matter arise
requiring their participation.
The following tables set forth the aggregate fees billed by fiscal year and by PwC for each funds
two most recently completed fiscal years (and, in the case of Preferred Income III, the fiscal
period ended July 31, 2008) 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).
Fees Paid to PwC for the Last Two Fiscal Years Ended May 31, 2008
and the Fiscal Period ended May 31, 2008
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Audit-Related |
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|
|
|
|
Audit Fees |
|
Fees |
|
Tax Fees |
|
All Other Fees |
|
|
FYE |
|
FYE |
|
FPE |
|
FYE |
|
FYE |
|
FPE |
|
FYE |
|
FYE |
|
FPE |
|
FYE |
|
FYE |
|
FPE |
Fund |
|
2007 |
|
2008 |
|
2008 |
|
2007 |
|
2008 |
|
2008 |
|
2007 |
|
2008 |
|
2008 |
|
2007 |
|
2008 |
|
2008 |
|
|
|
Preferred
Income III |
|
$ |
25,800 |
|
|
$ |
25,800 |
|
|
$ |
29,958 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
8,645 |
|
|
$ |
3,700 |
|
|
$ |
3,700 |
|
|
$ |
0 |
|
|
$ |
3,000 |
|
|
$ |
3,000 |
|
|
$ |
0 |
|
Fees Paid to PwC for the Last Two Fiscal Years Ended July 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees |
|
Audit-Related Fees |
|
Tax Fees |
|
All Other Fees |
Fund |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
Preferred Income |
|
$ |
25,800 |
|
|
$ |
25,800 |
|
|
$ |
0 |
|
|
$ |
8,645 |
|
|
$ |
3,700 |
|
|
$ |
3,700 |
|
|
$ |
3,000 |
|
|
$ |
3,000 |
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees |
|
Audit-Related Fees |
|
Tax Fees |
|
All Other Fees |
Fund |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
Preferred Income II |
|
$ |
25,800 |
|
|
$ |
25,800 |
|
|
$ |
0 |
|
|
$ |
8,645 |
|
|
$ |
3,700 |
|
|
$ |
3,700 |
|
|
$ |
3,000 |
|
|
$ |
3,000 |
|
Fees Paid to PwC for the Last Two Fiscal Years Ended October 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees |
|
Audit-Related Fees |
|
Tax Fees |
|
All Other Fees |
Fund |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
Tax-Advantaged Global |
|
$ |
30,350 |
|
|
$ |
36,652 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
4,200 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Fees Paid to PwC for the Last Two Fiscal Years Ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees |
|
Audit-Related Fees |
|
Tax Fees |
|
All Other Fees |
Fund |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
2008 |
|
|
|
Tax-Advantaged Dividend |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Each funds Audit Committee has adopted procedures to pre-approve audit and non-audit services for
the funds and the Adviser and any entity controlling, controlled by or under common control with,
the Adviser (the Adviser Affiliates). These procedures identify certain types of audit and
non-audit services that are anticipated to be provided by PwC during a calendar year and, 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 Committee prior to engaging PwC.
In recommending PwC as the funds independent registered public accounting firm, the Audit
Committee has considered the compensation provided to PwC for audit and non-audit services to the
Adviser and the Adviser Affiliates, and has determined that such compensation is not incompatible
with maintaining PwC independence.
With respect to Preferred Income and Preferred Income II, the aggregate amount of non-audit fees
paid by the funds, the Adviser and Adviser Affiliates that provide services to the funds, which
includes amounts described above, were $3,268,559 and $1,070,036 for the fiscal years ended July
31, 2007 and 2008, respectively. With respect to Preferred Income III, the aggregate amount of non-audit fees paid by the funds, the Adviser and
Adviser Affiliates that provide services to the funds, which includes amounts described above, were
$3,264,859, $1,349,548 and $1,062,636 for the fiscal years ended May 31, 2007 and 2008 and the
fiscal period ended July 31, 2008, respectively. With respect to Tax Advantaged Global, 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 $1,403,169 and
$4,591,972 for the fiscal years ended October 31, 2007 and 2008, respectively. With respect to Tax
Advantaged Dividend, 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
$ and $ for the fiscal years ended December 31, 2007 and 2008, respectively. All such
non-audit services were pre-approved in accordance with the funds policy.
14
PROPOSAL TWO
REVISED FORM OF INVESTMENT ADVISORY AGREEMENT
Shareholders of all of the funds are being asked to approve a new form of Advisory Agreement for
the funds. Approval of the new form of Advisory Agreement will not change the annual advisory fee rates
payable by any of the funds, and is not expected to materially increase the funds overall expense
ratios.
Introduction
At its meeting on December 8-9, 2008, the Board, including all the Independent Trustees, approved
the new form of Advisory Agreement between the funds and the Adviser. A copy of the proposed new
form of Advisory Agreement is included at Attachment 4 to this proxy statement. A discussion of the
evaluation by the Board of each fund of the new form of Advisory Agreement, as well as the proposed
subadvisory agreement between the Adviser and Analytic Investors, Inc. with respect to
Tax-Advantaged Dividend (as described in Proposal Three, below), is included in Attachment 5 to
this proxy statement.
The purpose of this proposal is to streamline the advisory agreements across the John Hancock Fund
Complex. The new form of Advisory Agreement will:
|
|
Eliminate coverage of all Non-Advisory Services from the Advisory Agreement. In this proxy
statement, the term Non-Advisory Services means services that include, but are not
limited to, legal, tax, accounting, valuation, financial reporting and performance,
compliance, service provider oversight, portfolio and cash management, SEC filings, graphic
design, and other services that are not investment advisory in nature. |
|
|
|
Contain clearer, more detailed provisions with respect to certain matters, as summarized
below. |
The 1940 Act requires that any change in an advisory contract be approved by shareholders of a fund.
Additional Information. For additional information about the Adviser, including: Management and
Control of the Adviser, and the amounts of advisory fees paid to the Adviser during each funds
most recent fiscal year, see Attachment 6 to this proxy statement (Additional Information About
the Adviser and the Advisory Agreements). The advisory fee schedule for each fund and information
regarding comparable funds managed by the Adviser are set forth in Attachment 7 to this proxy
statement (Advisory Fee Schedules and Comparable Funds Managed by the Adviser).
Clarification Regarding Non-Advisory Services
The current Advisory Agreement describes the investment advisory functions to be performed by the
Adviser (or a subadviser, under the Advisers supervision), including the formulation and
implementation of a continuous investment program for each fund consistent with the funds
investment objectives and related investment policies (Advisory Services). In addition, each
funds current Advisory Agreement provides that the Adviser will provide certain limited
Non-Advisory Services. A substantial number of other Non-Advisory Services, which the funds pay
for, are already provided to the funds under a separate Accounting and Legal Services Agreement.
In order to provide clarity and to consolidate like services in a single agreement, it is proposed
that all references to Non-Advisory Services in the Advisory Agreements be eliminated. Management
has proposed to the Board that each fund adopt a new, separate Service Agreement (replacing the
existing Accounting and Legal Services Agreement) that will clearly cover all Non-Advisory
Services, including those eliminated from the Advisory Agreement, if Proposal Two is approved.
Management believes that this consolidation of Non-Advisory Services under a single contract will
eliminate confusion and facilitate more effective tracking of Non-Advisory Services and costs. The
elimination of Non-Advisory Services provisions from the Advisory Agreements and consolidation of
Non-Advisory Services in a
15
separate Service Agreement will not materially increase the amount of expenses incurred by the
funds for Non-Advisory Services, and is not expected to materially increase the funds overall
expense ratios. Consistency in operational procedures across the John Hancock Fund Complex will
speed processes and minimize transaction error. These benefits contribute to a goal of maintaining,
even reducing, operational costs. Restricting the new form of Advisory Agreement to investment
advisory services will facilitate the Advisers ability to manage those services that are
non-investment in nature. The Board expects to consider managements Service Agreement proposal,
which does not require shareholder approval, at a future Board meeting.
The proposed new form of Advisory Agreement will not result in any increase in the advisory fee
that each fund pays the Adviser under the current Advisory Agreement or in any change in the nature
and level of Advisory Services provided by the Adviser to the funds, and is not expected to
materially increase the funds overall expense ratios.
Key Differences
The following table lists the key differences between the proposed new form of Advisory Agreement
and the current Advisory Agreements. These provisions would be changed to those in the proposed
form if the form is approved by shareholders of a fund.
Key Differences between the New and Current Advisory Agreements
|
|
|
|
|
|
|
New Form of Advisory Agreement |
|
Current Advisory Agreements |
Advisory and Non-Advisory Services
|
|
Agreement deletes all Non-Advisory Services.
|
|
Agreement includes certain limited Non- Advisory Services, such as the preparation of certain valuation reports. |
|
|
|
|
|
Trustees and Officers
|
|
Adviser agrees to permit its employees to serve as interested Trustees and President without
remuneration from the fund. Other Adviser personnel may be furnished at funds expense.
|
|
Adviser agrees to pay for all officers and employees of fund that are also adviser personnel. The fund pays for
outside Trustees, a portion of CCO compensation and any outside contractors or employees. |
|
|
|
|
|
Expenses Assumed by the Fund
|
|
More detailed list than current form of Advisory Agreement as well as some general provisions.
|
|
Less detailed enumeration of such expenses. |
|
|
|
|
|
Conflicts of Interest
|
|
Potential conflicts on behalf of Adviser do not affect validity of relationship or transactions made.
|
|
Agreement is silent. |
|
|
|
|
|
Duration and Termination
|
|
60 days written notice is required. Following shareholder approval of the new form of Advisory
Agreement, if the Agreement terminates with respect to a fund because the funds shareholders fail
to provide any required approval of the Agreement, then the Adviser will act as adviser until the
Agreement is approved or another agreement is enacted, and Adviser will be paid at cost or the
amount under this Agreement, whichever is less. This is consistent with 1940 Act provision
permitting certain types of interim advisory contracts.
|
|
60 days written notice is required. No interim adviser clause is included. However, if necessary, a fund
likely could still avail itself of the interim advisory contract provisions of the 1940 Act. |
16
|
|
|
|
|
|
|
New Form of Advisory Agreement |
|
Current Advisory Agreements |
Provision of Certain Information by Adviser
|
|
Adviser will notify fund in writing when:
Advisers registration on state or federal level ceases; and
Adviser receives notice of an action involving the affairs
of the fund, or the CEO or Managing Member of the Adviser,
or a funds portfolio manager changes.
|
|
No explicit provision is provided but these may be presumed from the Advisers general fiduciary duties. |
|
|
|
|
|
Indemnification of Adviser
|
|
Provided (when not a result of willful malfeasance, bad
faith, gross negligence or reckless disregard) to the
fullest extent permitted by law, the fund indemnifies the
Adviser, its affiliates and the officers, directors and
employees of the Adviser and its affiliates. Advancement is
also provided for.
|
|
No similar clause. |
|
|
|
|
|
Limitation of Liability under the
Declaration of Trust
|
|
Agreement notes that Declaration of Trust limits the
personal liability of shareholder, officer, employee or
agent of the fund.
|
|
Agreement is silent. The Declaration of Trust and Massachusetts law provides for such limitation of
liability but ideally this should be stated in all fund contracts. |
Description of Current and New Form of Advisory Agreements
The following is a summary of the terms of the current Advisory Agreements and the new form of
Agreement that are substantially similar.
Duties. The Adviser oversees the investment operations of each fund, and retains and compensates
subadvisers that manage the investment and reinvestment of the funds assets pursuant to
subadvisory agreements with the Adviser.
Compensation. The annual percentage rates for the funds advisory fees are set forth in Attachment
7 to this proxy statement. The new form of Advisory Agreement does not change the annual advisory
fee rates for the funds.
Expenses. Each fund is responsible for the payment of all expenses of its organization, operations
and business, except those that the Adviser has agreed to pay. Each fund pays the expenses of:
|
|
custody, auditing, transfer agency, bookkeeping and dividend
disbursement; |
|
|
|
trade commissions; |
|
|
|
taxes; |
|
|
|
legal fees and expenses, including litigation and share registration; and |
|
|
|
printing and mailing shareholder reports, prospectuses and proxy
statements. |
Liability. The Advisory Agreement provides that the Adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by the fund in connection with the matters to
which the Advisory Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence on the part of the Adviser in the performance of its duties or from reckless
disregard by the Adviser of its obligations and duties under the Advisory Agreement.
17
Term. Each funds Agreement has an initial two-year term, and continuance must be specifically
approved at least annually either by: (a) the Board; or (b) a Majority of the funds Outstanding
Voting Securities (as defined below). Any such continuance also requires the approval of a majority
of the Independent Trustees.
In this proxy statement, the term Majority of the Outstanding Voting Securities means the
affirmative vote of the lesser of:
(1) 67% or more of the voting securities of a fund present at the Meeting, if the holders of more
than 50% of the outstanding voting securities of the fund are present in person or by proxy; or
(2) more than 50% of the outstanding voting securities of the fund.
Any required shareholder approval of any continuance of the current or amended Advisory Agreements
shall be effective with respect to a fund if a Majority of the Outstanding Voting Securities of
that fund votes to approve such continuance even if such continuance may not have been approved by
a Majority of the Outstanding Voting Securities of the other fund.
Failure of Shareholders to Approve Continuance. If the outstanding voting securities of a fund fail
to approve any continuance of the Advisory Agreement, the Adviser may continue to act as investment
adviser with respect to such fund pending the required approval of the continuance of such
agreement, a new agreement with the Adviser or a different adviser, or other definitive action. The
compensation received by the Adviser during such period will be no more than: (a) its actual costs
incurred in furnishing Advisory Services; or (b) the amount it would have received under the
Agreement, whichever is less.
Termination. Each Advisory Agreement may be terminated at any time without the payment of any
penalty on 60 days written notice to the other parties. An Agreement may be terminated by:
|
|
the Trustees of the fund; |
|
|
|
a Majority of the Outstanding Voting Securities of the fund; or |
|
|
|
the Adviser. |
An Advisory Agreement will automatically terminate in the event of its assignment.
Amendments. Each funds Advisory Agreement may be amended, provided the amendment is approved by
the vote of a Majority of the Outstanding Voting Securities of the fund and by the vote of a
majority of the Trustees of the fund, including a majority of the Independent Trustees.
Vote Required for Proposal Two
For each fund, approval of Proposal Two will require the affirmative vote of a Majority of the
Outstanding Voting Securities of the fund. If shareholders of a fund do not approve Proposal Two,
the new form of Advisory Agreement will not take effect, and the terms of the current Advisory
Agreement will continue in effect as to that fund.
If Proposal Two is approved by the shareholders of a fund, the new form of Advisory Agreement is
expected to become effective promptly thereafter with respect to that fund.
Each Board, including all the Independent Trustees, recommends that shareholders of each fund vote
FOR Proposal Two.
18
PROPOSAL THREE
APPROVAL OF ANALYTIC INVESTORS, INC. AS SUBADVISER TO
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND FUND
Shareholders of John Hancock Tax-Advantaged Dividend Fund are being asked to approve a Subadvisory
Agreement between the Adviser and Analytic Investors, Inc. (Analytic) with respect to this fund.
Approval of the Subadvisory Agreement will not change the annual advisory fee rate payable by
Tax-Advantaged Dividend.
Introduction
At its meeting on December 8-9, 2008, the Board, including all the Independent Trustees, approved
the appointment of Analytic as a subadviser to Tax-Advantaged Dividend and a Subadvisory Agreement
between the Adviser and Analytic with respect to this fund, with responsibility for managing the
funds Options Strategy (as defined below).
In order to seek to enhance risk-adjusted returns, reduce overall portfolio volatility and generate
earnings for current distribution from options premiums, the Board of Tax-Advantaged Dividend has
authorized the fund to write (sell) call options on a variety of both U.S. and non-U.S. broad-based
securities indices (the Options Strategy). The amount of the value of the funds assets that will
be subject to index call options is expected to vary over time based upon U.S. and foreign equity
market conditions and other factors. The indices on which the fund will write call options are also
expected to vary over time based upon a number of factors, including the composition of the funds
stock portfolio, prevailing U.S. and foreign equity market conditions and the amount of the value
of the funds assets that is subject to index call options.
Tax-Advantaged Dividends use of written call options involves a tradeoff between the options
premiums received and the reduced participation in potential future stock price appreciation of its
equity portfolio. As the seller of index call options, the fund will receive cash (the premium)
from purchasers of the options. The purchaser of an index call option has the right to receive from
the option seller any appreciation in the value of the index over a fixed price (the exercise
price) as of a specified date in the future (the option expiration date). In effect, the fund sells
the potential appreciation in the value of the index above the exercise price during the term of
the option in exchange for the premium. The fund also may sell put options from time to time if the
pricing of those options is considered to be highly favorable and sale of such an option might
beneficially alter the risk profile of the funds option exposure.
The Adviser has engaged Analytic to be responsible for formulating and implementing Tax-Advantaged
Dividends Options Strategy. Analytic was founded in 1970 as one of the first independent counsel
firms specializing in the creation and continuous management of option strategies of both equity
and debt portfolios for fiduciaries and other long-term investors. Analytic serves mutual funds,
pensions, profit-sharing plans, endowments, foundations, corporate investment portfolios, mutual
savings banks and insurance companies. Analytic had approximately $ billion of assets under
management as of December 31, 2008. It is an indirect wholly-owned subsidiary of Old Mutual plc, a
multi-national financial services firm headquartered in London.
Additional Information. For additional information about Analytic, including: Analytics
management, the proposed subadvisory fee schedule for Tax-Advantaged Dividend, and information
regarding comparable funds managed by Analytic are set forth in Attachment 8 to this proxy
statement (Additional Information About Analytic and the Subadvisory Agreement).
DESCRIPTION OF THE SUBADVISORY AGREEMENT
The following is a summary of the terms of the proposed Subadvisory Agreement between the Adviser
and Analytic with respect to Tax-Advantaged Dividend. A copy of the proposed Subadvisory Agreement
is included at
Attachment 9 to this proxy statement.
19
Under the terms of the Subadvisory Agreement, Analytic will manage Tax-Advantaged Dividends
Options Strategy, subject to the supervision of the funds Board and the Adviser. Analytic will, at
its expense, furnish all necessary investment and management facilities, including salaries of
personnel required for it to execute its duties, as well as administrative facilities, including
bookkeeping, clerical personnel, and equipment necessary for the conduct of the funds investment
affairs.
As compensation for its services to Tax-Advantaged Dividend, Analytic will receive a fee from the
Adviser.
The term of the proposed Subadvisory Agreement will initially continue in effect for a period no
more than two years from the date of its execution and thereafter if such continuance is
specifically approved at least annually either: (a) by the Board of Tax-Advantaged Dividend; or (b)
by the vote of a Majority of the Outstanding Voting Securities (as defined below) of the fund. In
either event, such continuance shall also be approved by the vote of the majority of the
Independent Trustees.
The Subadvisory Agreement may be terminated at any time without the payment of any penalty on 60
days written notice to the other party or parties to such agreement. The following parties may
terminate the Subadvisory Agreement:
|
|
the Board of Tax-Advantaged Dividend; |
|
|
|
a Majority of the Outstanding Voting Securities of the fund; |
|
|
|
the Adviser; and |
|
|
|
Analytic. |
The Subadvisory Agreement will automatically terminate in the event of its assignment.
The Subadvisory Agreement may be amended by the parties thereto provided the amendment is approved
by the vote of a Majority of the Outstanding Voting Securities of Tax-Advantaged Dividend and by
the vote of a majority of the Trustees of the fund, including a majority of the Independent
Trustees.
A discussion of the evaluation by the Board of Tax-Advantaged Dividend of the proposed subadvisory
agreement between the Adviser and Analytic, as well as a discussion of the evaluation by the Boards
of all of the funds of the new form of Advisory Agreement (as described in Proposal Two, above), is
included in Attachment 5 to this proxy statement.
Vote Required for Proposal Three
Approval of Proposal Three will require the affirmative vote of a Majority of the Outstanding
Voting Securities of Tax-Advantaged Dividend. If shareholders of the fund do not approve Proposal
Three, Analytic will not serve as the funds subadviser and the
Adviser will continue to oversee MFC Global (U.S.) as
the sole manager of all of the funds assets. If Proposal Three is approved by the funds
shareholders, Analytic will commence service as a subadviser to the
fund promptly thereafter.
The Board of Tax-Advantaged Dividend, including all the Independent Trustees, recommends that
shareholders of the fund vote FOR Proposal Three.
20
MISCELLANEOUS
Voting; Quorum; Adjournment
The following votes are required to approve the proposals:
|
|
|
Proposal |
|
Vote Required |
One Election of Trustees
|
|
A plurality of all votes cast, assuming a quorum exists.* A plurality means that the six nominees up for election receiving the greatest number of votes will be elected as Trustees, regardless of the number of votes cast. |
|
|
|
Two New Form of Advisory Agreement
|
|
A Majority of the Outstanding Voting Securities, assuming a quorum exists. In other words, Proposal Two requires the affirmative vote of the lesser of:
(1) 67% or more of the voting securities of a fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the fund are present in person or by proxy; or
(2) more than 50% of the outstanding voting securities of the fund. |
|
|
|
Three Approval of Analytic as
Subadviser to Tax- Advantaged
Dividend
|
|
A Majority of the Outstanding Voting Securities, assuming a quorum exists. In other words, Proposal Three requires the affirmative vote of the lesser of:
(1) 67% or more of the voting securities of Tax-Advantaged Dividend present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the fund are present in person or by proxy; or
(2) more than 50% of the outstanding voting securities of Tax-Advantaged Dividend. |
|
|
|
* |
|
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 considered a routine matter on which brokers holding shares in street name may
vote on this proposal without instruction, under the rules of the NYSE. Because Proposals Two and
Three are not considered routine matters, brokers holding shares in street name may not vote
those shares on these proposals without instruction from the beneficial shareholders.
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.
|
|
Disregarded. Because abstentions are not votes cast, abstentions will have no effect on whether a proposal is approved. |
21
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 funds. Persons
holding shares as nominees will be reimbursed by the relevant 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 funds 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 each funds investment adviser and serves as
the administrator of Preferred Income, Preferred Income II, and Preferred Income III. Mellon
Investor Services LLC has been retained to assist in the solicitation of proxies at a cost of
approximately $ per fund plus reasonable expenses.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the funds may also arrange to have
votes recorded by telephone by officers and employees of the funds or by the personnel of the
Adviser, the transfer agent or solicitor. The telephone voting procedure is designed to verify a
shareholders identity, to allow a shareholder to authorize the voting of shares in accordance with
the shareholders instructions and to confirm that the voting instructions have been properly
recorded.
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A shareholder will be called on a recorded line at the telephone number in the funds account
records and will be asked to provide the shareholders Social Security number or other identifying
information. |
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The shareholder will then be given an opportunity to authorize proxies to vote his or her shares
at the meeting in accordance with the shareholders instructions. |
Alternatively, a shareholder may call the funds Voice Response Unit to vote:
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Read the proxy statement and have your proxy card at hand. |
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Call the toll-free-number located on your proxy card. |
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Follow recorded instructions. |
With both methods of telephone voting, to ensure that the shareholders instructions have been
recorded correctly, the shareholder will also receive a confirmation of the voting instructions.
If the shareholder decides after voting by telephone to attend the Meeting, the shareholder can
revoke the proxy at that time and vote the shares at the Meeting.
Internet Voting
You will also have the opportunity to submit your voting instructions via the Internet by utilizing
a program provided through a vendor. Voting via the Internet will not affect your right to vote in
person if you decide to attend the meeting. Do not mail the proxy card if you are voting via the
Internet. To vote via the Internet, you will need the information on your proxy card. These
Internet voting procedures are designed to authenticate shareholder identities, to allow
shareholders to give their voting instructions and to confirm that shareholders instructions have
been
22
recorded properly. If you are voting via the Internet you should understand that there may be costs
associated with electronic access, such as usage charges from Internet access providers and
telephone companies, which costs you must bear.
To vote via the Internet:
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Read the proxy statement and have your card on hand. |
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Go to the Web site listed on the card. |
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Follow the directions on the Web site. Please call 1-800-852-0218 if you have any problems. |
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To insure that your instructions have been recorded correctly, you will receive a confirmation of
your voting instructions immediately after your submission. |
The Funds Adviser and Subadviser
The funds investment adviser is John Hancock Advisers, LLC, 601 Congress Street, Boston,
Massachusetts. An affiliate of the Adviser, MFC Global Investment Management (U.S.) LLC, 101
Huntington Ave., Boston, Massachusetts 02119, serves as subadviser to each fund.
Other Matters
The management of the funds knows of no business to be brought before the meeting, except as
described 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 funds will provide further information.
The meeting is scheduled as a joint meeting of the respective shareholders of the funds because the
shareholders of the funds are generally expected to consider and vote on similar matters. The
Boards of Trustees of the funds have determined that the use of this joint proxy statement for the
meetings is in the best interest of each funds shareholders. In the event that any shareholder
present at the meetings objects to the holding of a joint meeting and moves for an adjournment of
the annual meeting with respect to his or her fund to a time immediately after the annual meetings
so that his or her funds meeting may be held separately, the persons named as proxies will vote in
favor of such adjournment.
The shareholders of each fund will vote separately on each proposal, and voting by shareholders of
one fund will have no effect on the outcome of voting by shareholders of the other funds.
SHAREHOLDER PROPOSALS
Shareholder
proposals, including nominees for Trustee, intended to be presented
at a funds annual
meeting in 2010 must be received by that fund at its offices at 601 Congress Street, Boston,
Massachusetts 02210, after September 7, 2009, but no later than October 7, 2009, for inclusion in
that 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 PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
Dated: February 6, 2009
23
Attachment 1
JOHN HANCOCK FUNDS AUDIT
COMMITTEE CHARTER
A. Composition. The Audit Committee (the 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). The
Committee shall be composed of at least three Independent Trustees who are designated for
membership from time to time by the Board of Trustees. Unless otherwise determined by the Board, no
member of the 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 Committee shall be independent as defined by such
rules and Rule 10A-3(b)(1) of the Exchange Act. Each member of the 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 Committee. At least one member of the Committee must have accounting or related financial
management expertise, as the Board of Trustees interprets such qualification in its business
judgment.
B. Overview. The Committees purpose is to:
1. assist the Board in fulfilling its oversight responsibilities 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), and (3) the independent
auditors qualifications, independence, and performance;
2. act as a liaison between the funds
independent accountants and the Board of Trustees; and
3. oversee the preparation of an Audit Committee Report as required by the Securities and Exchange
Commission (the SEC) to the extent required to be included in the closed-end funds annual proxy
statement.
The 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, the maintenance
of appropriate systems for accounting and internal controls over financial reporting. The 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 Committee does. Accordingly, the 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 recognize that the Committee members are not acting as accountants or
auditors and this charter does not reflect or create any duty or obligation of the 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 Committee, and the 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 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 Committee should inquire 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.
1
D. Specific Responsibilities. The 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. 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.
2. 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.
3. 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.
4. The Committee is authorized to delegate, to the extent permitted by law, pre-approval
responsibilities for non-audit services 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 3, provided however, that any such policies and
procedures are detailed as to particular services, the Committee is informed of each service, and
any such policies and procedures do not include the delegation of the Committees responsibilities
under the Securities Exchange Act of 1934 or applicable rules or listing requirements.
5. 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, to the extent required by applicable
law or regulation, the form and substance of the closed-end funds financial statements and
reports, including each closed-end 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 Committee should
request from the independent auditors a frank assessment of management.
6. 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 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, as amended requires discussion. The 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.
7. To receive and consider reports on the audit functions of the independent auditors and the
extent and quality of their auditing programs.
8. 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 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.
2
9. 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.
10. To review securities pricing procedures and review their
implementation with management, managements internal auditors, independent auditors and others as
may be required.
11. To establish 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.
12. To report regularly to the Board of Trustees, including providing the Committees conclusions
with respect to the independent auditor and the funds financial statements and accounting
controls.
E. Subcommittees. The 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 Committee at its next
meeting.
F. Additional Responsibilities. The Committee shall 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 Committee for payment of:
1. 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 Committee under
Paragraph
J of this charter. |
3. Ordinary administrative expenses of the Committee that are necessary or appropriate in carrying
out its duties.
H. Governance. One member of the Committee shall be appointed as chair by the Board of Trustees.
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 Committee members shall
be as determined by the Board of Trustees. No member of the 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 or chair of the Board of Trustees or of a committee of the Board of
Trustees. The members of the Committee should confirm that the minutes of the 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 Committee shall evaluate its own performance, including
whether the 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.
Last revised: December 9, 2008
3
EXHIBIT A
Policy for Raising and Investigating Complaints or Concerns
About Accounting or Auditing Matters
As contemplated by the Audit Committee Charter, the Committee has established the following
procedures for:
the receipt, retention and treatment of complaints received by a fund regarding accounting,
internal accounting controls or auditing matters; and
he 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 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 Committee, promptly or quarterly according
to the guidelines set forth below.
The funds Secretary shall report to the Audit 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 Committee or the chair
of the Audit 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 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 Committee
quarterly.
The Audit 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 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 Committee may, in its discretion,
4
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 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 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 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.
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
Committee may notify the funds CCO 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 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.
5
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 2008 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
1
Attachment 3
JOHN HANCOCK FUNDS
NOMINATING, GOVERNANCE AND ADMINISTRATION COMMITTEE CHARTER
A. Composition. The Nominating, Governance and Administration Committee (the Committee) shall be
composed entirely of Trustees who are independent as defined in the rules of the New York Stock
Exchange (NYSE) 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 Committee.
B. Overview. The overall charter of the Committee is to make determinations and recommendations to
the Board on issues related to the composition and operation of the Board and corporate governance
matters applicable to the Independent Trustees, as well as issues related to complex-wide matters
and practices designed to facilitate uniformity and administration of the Boards oversight of the
funds, and to discharge such additional duties, responsibilities and functions as are delegated to
it from time to time.
C. Specific Responsibilities. The 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. To consider and determine nominations of individuals to serve as Trustees.
2. To consider, as it deems necessary or appropriate, the criteria for persons to fill existing or
newly created Trustee vacancies. The Committee shall use the criteria and principles set forth in
Annex A to guide its Trustee selection process.
3. To consider and determine 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. The Chairman of the Board has been granted the authority to approve
special compensation to Independent Trustees in recognition of any significant amount of additional
time and service to the funds required of them, subject to ratification of any such special
compensation by the Committee at the next regular meeting of the Committee.
4. To consider and determine the duties and compensation of the Chairman of the Board.
5. To consider and recommend changes to the Board regarding the size, structure, and composition of
the Board.
6. To evaluate, from time to time, and determine changes to the retirement policies for the
Independent Trustees, as appropriate.
7. To develop and recommend to the Board, if deemed desirable, 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. To monitor all expenditures and practices 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: D&O insurance and fidelity bond coverage and 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 and
policies associated with Trustee attendance at educational or informational conferences; and
publication expenses.
9. 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
Committee, from time to time, other than as may be engaged directly by another Committee.
1
10. 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. 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. 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 Committee may deem necessary or appropriate.
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. Evaluation. At least annually, the Committee shall evaluate its own performance, including
whether the Committee is meeting frequently enough to discharge its responsibilities appropriately.
H. Review. The Committee shall review this Charter periodically and recommend such changes to the
Board of Trustees as it deems desirable.
Last revised: December 9, 2008
2
ANNEX A
General Criteria
1. 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. 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. 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. 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 Nominating,
Governance and Administration Committee (the 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 Committee.
In evaluating a nominee recommended by a shareholder, the 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 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 Committee will consider nominees
recommended by shareholders to serve as trustees, the Committee may only act upon such
recommendations if there is a vacancy on the Board, or the 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 Committee will, in
addition to any shareholder recommendations, consider candidates identified by other means,
including candidates proposed by members of the Committee. The Committee may retain a consultant
to assist the Committee in a search for a qualified candidate.
3
Attachment 4
New Form of Advisory Agreement
Advisory Agreement dated , 2009, between
John Hancock , a
Massachusetts business trust (the Fund), and John Hancock Advisers, LLC, a Delaware limited
liability company (JHA or the Adviser). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. APPOINTMENT OF ADVISER
The Fund hereby appoints JHA, subject to the supervision of the Trustees of the Fund and the
terms of this Agreement, as the investment adviser for the Fund. The Adviser accepts such
appointment and agrees to render the services and to assume the obligations set forth in this
Agreement commencing on its effective date. The Adviser will be an independent contractor and
will have no authority to act for or represent the Fund in any way or otherwise be deemed an agent
unless expressly authorized in this Agreement or another writing by the Fund and the Adviser.
2. DUTIES OF THE ADVISER
a. |
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Subject to the general supervision of the Trustees of the Fund and the terms of this
Agreement, the Adviser will at its own expense, except as noted below, select and contract
with investment subadvisers (Subadvisers) to manage the investments and determine the
composition of the assets of the Fund; provided, that any contract with a Subadviser (a
Subadvisory Agreement) shall be in compliance with and approved as required by the
Investment Company Act of 1940, as amended (the 1940 Act), except for such exemptions
therefrom as may be granted to the Fund or the Adviser. Subject always to the direction and
control of the Trustees of the Fund, the Adviser will monitor each Subadvisers management of
the Funds investment operations in accordance with the investment objectives and related
investment policies, as set forth in the registration statement with the Securities and
Exchange Commission of the Fund under the management of such Subadviser, and review and
report to the Trustees of the Fund on the performance of such Subadviser. |
b. |
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The Adviser shall furnish to the Fund the following: |
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i. |
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Office and Other Facilities. The Adviser shall furnish to the Fund
office space in the offices of the Adviser or in such other place as may be agreed
upon by the parties hereto from time to time, and all necessary office facilities and
equipment; |
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ii. |
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Trustees and Officers. The Adviser agrees to permit individuals who
are directors, officers or employees of the Adviser to serve (if duly elected or
appointed) as Trustees or President of the Fund without remuneration from or other
cost to the Fund. |
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iii. |
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Investment Personnel. The Adviser shall furnish to the Fund, at the
Funds expense, any other personnel necessary for the oversight and/or conduct of the
investment operations of the Fund. For the elimination of doubt, however, the Adviser
shall not be obligated to furnish to the Fund pursuant to this Agreement personnel for
the performance of functions: (a) related to and to be performed under any other
separate contract from time-to-time in effect between the Fund and the Adviser or
another party for legal, accounting, administrative and other any other non-investment
related services; (b) related to and to be performed under the Fund contract for
custodial, bookkeeping, transfer and dividend disbursing agency services by the bank
or other financial institution selected to perform such services; or (c) related to
the investment subadvisory services to be provided by any Subadviser pursuant to a
Subadvisory Agreement. |
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iv. |
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Reports to Fund. The Adviser shall furnish to, or place at the
disposal of, the Fund such information, reports, valuations, analyses and opinions as
the Fund may, at any time or from time |
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to time, reasonably request or as the Adviser may deem helpful to the Fund, provided
that the expenses associated with any such materials furnished by the Adviser at the
request of the Fund shall be borne by the Fund. |
c. |
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In addition to negotiating and contracting with Subadvisers as set forth in section (2)(a) of
this Agreement and providing facilities, personnel and services as set forth in section
(2)(b), the Adviser will pay the compensation of the President and Trustees of the Fund who
are also directors, officers or employees of the Adviser or its affiliates. |
d. |
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The Adviser may elect to manage the investments and determine the composition of the assets
of the Fund, subject to the approval of the Trustees of the Fund. In the event of such
election, the Adviser, subject always to the direction and control of the Trustees of the
Fund, will manage the investments and determine the composition of the assets of the Fund in
accordance with the Funds registration statement, as amended. In fulfilling its obligations
to manage the investments and reinvestments of the assets of the Fund, the Adviser: |
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i. |
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will obtain and evaluate pertinent economic, statistical, financial and other
information affecting the economy generally and individual companies or industries the
securities of which are included in the Fund or are under consideration for inclusion
in the Fund; |
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ii. |
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will formulate and implement a continuous investment program for the Fund
consistent with the investment objectives and related investment policies for the Fund
as described in the Funds registration statement, as amended; |
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iii. |
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will take whatever steps are necessary to implement these investment programs by
the purchase and sale of securities including the placing of orders for such purchases
and sales; |
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iv. |
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will regularly report to the Trustees of the Fund with respect to the
implementation of these investment programs; |
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v. |
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will provide assistance to the Funds Custodian regarding the fair value of
securities held by the Fund for which market quotations are not readily available; |
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vi. |
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will furnish, at its expense: (i) all necessary investment and management
facilities, including salaries of personnel required for it to execute its duties
faithfully; and (ii) administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of the investment affairs
of the Fund (excluding any such services that are the subject of a separate agreement
as may from time to time be in effect between the Fund and the Adviser or another
party); |
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vii. |
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will select brokers and dealers to effect all transactions subject to the
following conditions: the Adviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions if applicable; the
Adviser is directed at all times to seek to execute brokerage transactions for the Fund
in accordance with such policies or practices as may be established by the Trustees and
described in the Funds registration statement as amended; the Adviser may pay a
broker-dealer which provides research and brokerage services a higher spread or
commission for a particular transaction than otherwise might have been charged by
another broker-dealer, if the Adviser determines that the higher spread or commission
is reasonable in relation to the value of the brokerage and research services that such
broker-dealer provides, viewed in terms of either the particular transaction or the
Advisers overall responsibilities with respect to accounts managed by the Adviser; and
the Adviser may use for the benefit of its other clients, or make available to
companies affiliated with the Adviser for the benefit of such companies or their
clients, any such brokerage and research services that the Adviser obtains from brokers
or dealers; |
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viii. |
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to the extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, on occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients of the
Adviser, aggregate the securities to be purchased or sold to attempt to obtain a |
5
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more favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Adviser in the manner the Adviser
considers to be the most equitable and consistent with its fiduciary obligations to the
Fund and to its other clients; |
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ix. |
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will maintain all accounts, books and records with respect to the Fund as are
required of an investment adviser of a registered investment company pursuant to the
1940 Act and the Investment Advisers Act of 1940, as amended (the Advisers Act) and
the rules thereunder; and |
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x. |
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will vote all proxies received in connection with securities held by the Fund. |
3. EXPENSES ASSUMED BY THE FUND
The Fund will pay all expenses of its organization, operations and business not specifically
assumed or agreed to be paid by the Adviser, as provided in this Agreement, or by a Subadviser, as
provided in a Subadvisory Agreement. Without limiting the generality of the foregoing, in
addition to certain expenses described in section 2 above, the Fund shall pay or arrange for the
payment of the following:
a. |
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Edgarization, Printing and Mailing. Costs of edgarization, printing and mailing
(i) all registration statements (including all amendments thereto) and
prospectuses/statements of additional information (including all supplements thereto), all
annual, semiannual and periodic reports to shareholders of the Fund, regulatory authorities
or others, (ii) all notices and proxy solicitation materials furnished to shareholders of the
Fund or regulatory authorities and (iii) all tax returns; |
b. |
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Compensation of Officers and Trustees. Compensation of the officers and Trustees
of the Fund (other than persons serving as President or Trustee of the Fund who are also
directors, officers or employees of the Adviser or its affiliates); |
c. |
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Registration and Filing Fees. Registration, filing, blue-sky and other fees in
connection with requirements of regulatory authorities, including, without limitation, all
fees and expenses of registering and maintaining the registration of the Fund under the 1940
Act and the registration of the Funds shares under the Securities Act of 1933, as amended; |
d. |
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Custodial Services. The charges and expenses of the custodian appointed by the
Fund for custodial services; |
e. |
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Accounting Fees. The charges and expenses of the independent accountants retained
by the Fund; |
f. |
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Legal, Accounting and Administrative Services. The charges and expenses of the
Adviser or any other party pursuant to any separate contract with the Fund from time to time
in effect with respect to the provision of legal services (including registering and
qualifying Fund shares with regulatory authorities), as well as accounting, administrative
and any other non-investment related services. |
g. |
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Transfer, Bookkeeping and Dividend Disbursing Agents. The charges and expenses of
any transfer, bookkeeping and dividend disbursing agents appointed by the Fund; |
h. |
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Commissions. Brokers commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the Fund is a party; |
i. |
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Taxes. Taxes and corporate fees payable by the Fund to federal, state or other
governmental agencies and the expenses incurred in the preparation of all tax returns; |
j. |
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Stock Certificates. The cost of stock certificates, if any, representing shares of
the Fund; |
k. |
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Membership Dues. Association membership dues, as explicitly approved by the
Trustees; |
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l. |
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Insurance Premiums. Insurance premiums for fidelity, errors and omissions,
directors and officers and other coverage; |
m. |
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Shareholders and Trustees Meetings. Expenses of shareholders and Trustees
meetings; |
n. |
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Pricing. Pricing of the Funds shares, including the cost of any equipment or
services used for obtaining price quotations and valuing Fund portfolio investments; |
o. Interest. Interest on borrowings;
p. |
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Communication Equipment. All charges for equipment or services used for
communication between the Adviser or the Fund and the custodian, transfer agent or any other
agent selected by the Fund; and |
q. |
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Nonrecurring and Extraordinary Expense. Such nonrecurring expenses as may arise,
including the costs of actions, suits, or proceedings to which the Fund is, or is threatened
to be made, a party and the expenses the Fund may incur as a result of its legal obligation
to provide indemnification to its Trustees, officers, agents and shareholders. |
4. COMPENSATION OF ADVISER
Subject to the provisions of section 2(d) of this Agreement, the Adviser shall be entitled to
a fee, paid daily, at such annual percentage rates, as specified in Appendix A to this Agreement,
of the average daily managed assets of the Fund.
Managed assets means the total assets of the Fund (including all assets attributable to any
form of investment leverage that may be outstanding) minus the sum of accrued liabilities (other
than any liabilities relating to any form of investment leverage). For the elimination of doubt,
and without limiting the generality of the foregoing, liabilities with respect to borrowings used
for investment leverage, the principle amount of any debt securities issued by the Fund, and/or
the liquidation preference of any preferred shares issued by the Fund shall not be deducted from
total assets for purposes of determining managed assets. The parties hereto distinguish between
traditional investment leverage, such as bank debt and preferred share issuance, and notional
leverage, such as leverage that results from certain transactions, such as selling securities
short or engaging in reverse repurchase agreements. The parties hereto understand the term
investment leverage in the definition to refer to traditional investment leverage and not to
notional leverage.
5. NON-EXCLUSIVITY
The services of the Adviser to the Fund are not to be deemed to be exclusive, and the Adviser
shall be free to render investment advisory or other services to others (including other
investment companies) and to engage in other activities. It is understood and agreed that the
directors, officers and employees of the Adviser are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from serving as partners,
officers, directors, trustees or employees of any other firm or corporation, including other
investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated with the Adviser to
better enable it to fulfill its obligations under this Agreement for the provision of certain
personnel and facilities to the Adviser.
7. CONFLICTS OF INTEREST
It is understood that Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser as directors, officers, stockholders, or otherwise; that directors,
officers, agents and stockholders of the Adviser are or may be interested in the Fund as Trustees,
officers, shareholders or otherwise; that the Adviser may be interested in the Fund; and that the
existence of any such dual interest shall not affect the validity hereof or of any transactions
7
hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Fund
or the organizational documents of the Adviser or by specific provision of applicable law.
8. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having jurisdiction over
the services provided pursuant to this Agreement any information, reports or other material which
any such body by reason of this Agreement may request or require pursuant to applicable laws and
regulations.
9. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of (i) its execution and (ii) the date of
the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the
vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the
Fund. The Agreement will continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least annually either by
the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the
Fund provided that in either event such continuance shall also be approved by the vote of a
majority of the Trustees of the Fund who are not interested persons (as defined in the 1940 Act)
of any party to this Agreement cast in person at a meeting called for the purpose of voting on
such approval. The required shareholder approval of the Agreement or of any continuance of the
Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes
to approve the Agreement or its continuance.
Following the effectiveness of the Agreement, if the Agreement terminates because the
shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the
continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser
with respect to the Fund pending the required approval of the Agreement or its continuance or of a
new contract with the Adviser or a different adviser or other definitive action; provided, that
the compensation received by the Adviser in respect of the Fund during such period will be no more
than its actual costs incurred in furnishing investment advisory and management services to the
Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is
less.
This Agreement may be terminated at any time, without the payment of any penalty, by the
Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund,
on sixty days written notice to the Adviser, or by the Adviser on sixty days written notice to
the Fund. This Agreement will automatically terminate, without payment of any penalty, in the
event of its assignment (as defined in the 1940 Act).
10. PROVISION OF CERTAIN INFORMATION BY ADVISER.
The Adviser will promptly notify the Fund in writing of the occurrence of any of the
following:
a. |
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the Adviser fails to be registered as an investment adviser under the Advisers Act or under
the laws of any jurisdiction in which the Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement; |
b. |
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the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board or body,
involving the affairs of the Fund; and |
c. |
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the chief executive officer or managing member of the Adviser or the portfolio manager of
the Fund changes. |
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is specifically approved
by the vote of a majority of the outstanding voting securities of the Fund and by the vote of a
majority of the Trustees of the Fund who are not interested persons of any party to this Agreement
cast in person at a meeting called for the purpose of voting on such approval. The required
shareholder approval shall be effective if a majority of the outstanding voting securities of the
Fund vote to approve the amendment.
8
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
13. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of reference only
and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement shall he delivered or mailed to
the last known business address of the Fund or Adviser in person or by registered mail or a
private mail or delivery service providing the sender with notice of receipt. Notice shall be
deemed given on the date delivered or mailed in accordance with this section.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in law or in equity, the
Agreement shall be construed, insofar as is possible, as if such portion had never been
contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in accordance with the
laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the 1940 Act.
To the extent that the laws of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the 1944 Act, the latter shall control.
17. NAME OF THE FUND
The Fund may use the name John Hancock or any name or names derived from or similar to the
names John Hancock Investment Management Services, LLC, John Hancock Life Insurance Company or
John Hancock Financial Services, Inc. only for so long as this Agreement remains in effect as to
the Fund. At such time as this Agreement shall no longer be in effect as to the Fund, the Fund
will (to the extent it lawfully can) cease to use such a name or any other name indicating that
the Fund is advised by or otherwise connected with the Adviser. The Fund acknowledges that it has
adopted the name John Hancock through permission of John Hancock Life Insurance
Company, a Massachusetts insurance company, and agrees that John Hancock Life Insurance Company
reserves to itself and any successor to its business the right to grant the non-exclusive right to
use the name John Hancock or any similar name or names to any other corporation or entity,
including but not limited to any investment company of which John Hancock Life Insurance Company
or any subsidiary or affiliate thereof shall be the investment adviser.
18. LIMITATION OF LIABILITY UNDER THE DECLARATION OF TRUST
The Declaration of Trust establishing the Fund, dated ,
, a copy of
which, together with all amendments thereto (the Declaration), is on file in the office of the
Secretary of The Commonwealth of Massachusetts, provides that no Trustee, shareholder, officer,
employee or agent of the Fund shall be subject to any personal liability in connection with Fund
property or the affairs of the Fund and that all persons should shall look solely to the Fund
property for satisfaction of claims of any nature arising in connection with the affairs of the
Fund.
19. LIABILITY OF THE ADVISER
In the absence of (a) willful misfeasance, bad faith or gross negligence on the part of the
Adviser in performance of its obligations and duties hereunder, (b) reckless disregard by the
Adviser of its obligations and duties hereunder, or
9
(c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation
for services (in which case any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder for any error of judgment, mistake of law or any
other act or omission in the course of, or connected with, rendering services hereunder including,
without limitation, for any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
20. INDEMNIFICATION
a. |
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To the fullest extent permitted by applicable law, the Fund shall indemnify the Adviser, its
affiliates and the officers, directors, employees and agents of the Adviser and its
affiliates (each an indemnitee) against any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any claim, demand,
action or suit relating to the Fund and not resulting from the willful misfeasance, bad
faith, gross negligence, or reckless disregard of the indemnitee in the performance of the
obligations and duties of the indenmitees office. The federal and state securities laws
impose liabilities under certain circumstances on persons who act in good faith, and
therefore nothing in this Agreement will waive or limit any rights that the Fund may have
under those laws. An indemnitee will not confess any claim or settle or make any compromise
in any instance in which the Fund will be asked to provide indemnification, except with the
Funds prior written consent. Any amounts payable by the Fund under this section shall be
satisfied only against the assets of the Fund. |
b. |
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Any indemnification or advancement of expenses made in accordance with this section shall
not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is
determined in a final judicial decision on the merits in any action, suit, investigation or
proceeding involving the liability or expense that gave rise to the indemnification to be
liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of the indemnitees
office. |
c. |
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The rights of indemnification provided in this section shall not be exclusive of or affect
any other rights to which any person may be entitled by contract or otherwise under law.
Nothing contained in this section shall affect the power of the Fund to purchase and maintain
liability insurance on behalf of the Adviser or any indemnitee. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal
by their duly authorized officers as of the date first mentioned above.
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JOHN HANCOCK
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By: |
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JOHN HANCOCK ADVISERS, LLC |
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By: |
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10
Attachment 5
Evaluation by Each Board of Agreements under Proposals Two and Three
At its meeting on December 8-9, 2008, each Board, including all the Independent Trustees, approved:
(a) the proposed new form of Advisory Agreement for all of the funds, as described in Proposal Two;
and
(b) the proposed new Subadvisory Agreement between the Adviser and Analytic with respect to
Tax-Advantaged Dividend, as described in Proposal Three.
Each Board, including the Independent Trustees, is responsible for selecting a funds investment
adviser, approving the Advisers selection of fund subadvisers and approving that funds advisory
and subadvisory agreements, their periodic continuation and any amendments.
Consistent with SEC rules, a Board regularly evaluates a funds advisory and subadvisory
arrangements, including consideration of the factors listed below. A Board may also consider other
factors (including conditions and trends prevailing generally in the economy, the securities
markets and the industry) and does not treat any single factor as determinative, and each Trustee
may attribute different weights to different factors. Each Board is furnished with an analysis of
its fiduciary obligations in connection with its evaluation and, throughout the evaluation process,
a Board is assisted by counsel for a fund and the Independent Trustees are also separately assisted
by independent legal counsel. The factors considered by a Board are:
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the nature, extent and quality of the services to be provided by the Adviser or subadviser,
as the case may be, to the funds; |
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the investment performance of the funds; |
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the extent to which economies of scale would be realized as a fund grows and whether fee
levels reflect these economies of scale for the benefit of shareholders of the fund; |
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the costs of the services to be provided and the profits to be realized by the Adviser
(including any subadvisers affiliated with the Adviser) and its affiliates from the Advisers
relationship with a fund; and |
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comparative services rendered and comparative advisory fee rates. |
Except as discussed in the next paragraph regarding the Subadvisory Agreement, each Board believes
that information relating to all these factors is relevant to its evaluation of a funds advisory
agreements.
With respect to its evaluation of the Subadvisory Agreement with Analytic, which is not affiliated
with the Adviser, the Board of Tax-Advantaged Dividend believes that the costs of the services to
be provided and the profits to be realized by Analytic generally are not a material factor in the
Boards consideration of the Subadvisory Agreement because such fees are paid by the Adviser and
not by the fund and the Board relies on the ability of the Adviser to negotiate the subadvisory
fees at arms-length. In evaluating subadvisory arrangements, the Board also considers other
material business relationships that unaffiliated subadvisers and their affiliates have with the
Adviser or its affiliates, including the involvement by certain affiliates of certain subadvisers
in the distribution of financial products, including shares of the funds, offered by the Adviser
and other affiliates of the Adviser.
At its meeting on June 10, 2008, each Board approved the annual continuation of the Advisory
Agreements with respect to each relevant fund and considered each of the factors listed above.
With respect to Preferred Income, Preferred Income II and Preferred Income III, a discussion of the
basis of the Boards approval of the Advisory Agreements and its consideration of such factors at
that meeting is included in the shareholder report for the six months ended July 31, 2008. With
respect to Tax Advantaged Global, a discussion of the basis of the Boards approval of the Advisory
Agreements and its consideration of such
factors at that meeting is included in the shareholder report for the six months ended October 31,
2008. With respect to Tax Advantaged Dividend, a discussion of the basis of the Boards approval
of the Advisory Agreements and its consideration of such factors at that meeting is included in the
shareholder report for the six months ended December 31, 2008. A copy of the relevant report may
be obtained by calling 1-800-225-5291 (TDD 1-800-554-6713) or by writing to the relevant fund at
601 Congress Street, Boston, Massachusetts 02210, Attn.: Gordon M. Shone.
In approving the proposed new form of Advisory Agreement at the December 8-9, 2008 meeting, each
Board determined that it was appropriate to rely upon its recent consideration at its June 10, 2008
meeting of such factors as: fund performance; the realization of economies of scale; profitability
of the Advisory Agreement to the Adviser; and comparative advisory fee rates (as well as its
conclusions with respect to those factors). Each Board noted that it had, at the June 10, 2008
meeting, concluded that these factors, taken as a whole, supported the continuation of the Advisory
Agreement. Each Board, at the December 8-9, 2008 meeting, revisited particular factors to the
extent relevant to the proposed new form of Agreement. In particular, each Board noted the skill
and competency of the Adviser in its past management of each funds affairs and subadvisory
relationships, the qualifications of the Advisers personnel who perform services for each fund,
including those who served as officers of each fund, and the high level and quality of services
that the Adviser may reasonably be expected to continue to provide the funds and concluded that the
Adviser may reasonably be expected to perform its services ably under the proposed new form of
Advisory Agreement. Each Board also took into consideration the extensive analysis and efforts
undertaken by a working group comprised by a subset of the Boards Independent Trustees, which met
several times, both with management representatives and separately, to evaluate the proposals
described herein, prior to the Boards December 8-9, 2008 meeting. Each Board considered with
respect to Proposal Two the differences between the current and proposed new form of Advisory
Agreement, as described in the proxy statement, and agreed that the new Advisory Agreement
structure would more clearly delineate the Advisers duties under each agreement by separating the
Advisers administrative functions from its advisory functions. The enhanced delineation is
expected to facilitate oversight of the Advisers advisory and administrative activities without
leading to any material increase in either funds overall expense ratios.
Attachment 6
Additional Information About the Adviser and the Advisory Agreements
The information set forth below regarding the Adviser and the Advisory Agreements should be
read in conjunction with the discussion of Proposal Two in the proxy statement.
Prior Approvals of the Advisory Agreements
Each fund currently has an Advisory Agreement with the John Hancock Advisers, LLC (the
Adviser). These Advisory Agreements were most recently approved by the Boards on June 10, 2008
in connection with their annual continuance. This table states the date that an Advisory Agreement
became effective as to each fund, and the date of the Agreements most recent approval by
shareholders.
|
|
|
|
|
Fund |
|
Effective Date |
|
Most Recent Shareholder Approval |
Preferred Income
|
|
August 22, 2002
|
|
August 22, 2002 |
|
|
|
|
|
Preferred Income II
|
|
November 29, 2002
|
|
November 29, 2002 |
|
|
|
|
|
Preferred Income III
|
|
June 19, 2003
|
|
June 19, 2003 |
|
|
|
|
|
Tax-Advantaged Dividend
|
|
February 27, 2004
|
|
February 27, 2004 |
|
|
|
|
|
Tax-Advantaged Global
|
|
August 16, 2007
|
|
August 16, 2007 |
Management and Control of the Adviser
JHA is a Delaware limited liability company having its principal offices at 601 Congress
Street, Boston, Massachusetts 02210. JHA is a wholly owned subsidiary of John Hancock Financial
Services, Inc., which in turn is a subsidiary of Manulife Financial Corporation. The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the
Advisers Act). The following table sets forth the principal executive officers and directors of
the Adviser and their principal occupations. The business address of each such person is 601
Congress Street, Boston, Massachusetts 02210.
|
|
|
|
|
|
|
|
|
|
|
Position with each |
|
|
Name |
|
Position with JHA |
|
Fund |
|
Principal Occupation |
James R. Boyle
|
|
Chairman, Director
|
|
Trustee
|
|
President, JHLICO
(U.S.A.) |
|
|
|
|
|
|
|
Keith F. Hartstein
|
|
President, Chief
Executive Officer and
Director
|
|
President and Chief
Executive Officer
|
|
President and Chief
Executive Officer,
JHA |
|
|
|
|
|
|
|
John G. Vrysen
|
|
Executive Vice
President, Chief
Operating Officer and
Director
|
|
Chief Operating
Officer
|
|
Executive Vice
President and Chief
Operating Officer,
JHA |
|
|
|
|
|
|
|
John J. Danello
|
|
Senior Vice President
|
|
Vice President, Law
|
|
Senior Vice President, JHA |
|
|
|
|
|
|
|
Bruce Speca
|
|
Chief Investment Officer
|
|
Senior Vice
President,
Investments
|
|
Chief Investment
Officer, JHA |
|
|
|
|
|
|
|
Jeffrey H. Long
|
|
Chief Financial Officer
|
|
None
|
|
Chief Financial
Officer, JHA |
1
|
|
|
|
|
|
|
|
|
|
|
Position with each |
|
|
Name |
|
Position with JHA |
|
Fund |
|
Principal Occupation |
Francis V. Knox
|
|
Chief Compliance Officer
|
|
Chief Compliance
Officer*
|
|
Chief Compliance
Officer, John
Hancock Financial
Services |
|
|
|
|
|
|
|
Thomas M. Kinzler
|
|
Chief Legal Counsel
|
|
Secretary and Chief
Legal Officer
|
|
Chief Legal
Counsel, JHA |
The Adviser pays a subadvisory fee to each funds subadviser, MFC Global Investment Management
(U.S.), LLC, out of the advisory fee that the Adviser receives from that fund. This subadviser is
an affiliate of the Adviser.
Advisory Fees for the Most Recent Fiscal Year
The following table shows the amount of advisory fees that each fund paid to the Adviser
during the funds most recent fiscal year or period, as the case may be.
|
|
|
|
|
|
|
|
|
Fiscal Year and (for |
|
|
|
|
Preferred Income III, |
|
|
Fund |
|
Fiscal Period) |
|
Amount of Advisory Fees |
Preferred Income |
|
July 31, 2008 |
|
$ |
4,876,725 |
|
Preferred Income II |
|
July 31, 2008 |
|
$ |
4,006,601 |
|
Preferred Income III |
|
May 31, 2008; |
|
$ |
5,509,667 |
|
|
|
July 31, 2008 |
|
$ |
827,527 |
|
Tax-Advantaged Dividend |
|
October 31, 2008 |
|
$ |
7,245,239 |
|
Tax-Advantaged Global |
|
October 31, 2008 |
|
$ |
1,553,370 |
|
|
|
|
* |
|
Mr. Knox has been appointed each funds Chief Compliance
Officer by the Trustees, including a majority of the Independent Trustees. |
2
Attachment 7
Advisory Fee Schedules and Comparable Funds Managed by the Adviser
Advisory Agreement Compensation Provisions
The following are the relevant provisions from the funds investment advisory agreements
regarding compensation payable to the Adviser.
Preferred Income
COMPENSATION OF THE ADVISER. For all services to be rendered and expenses paid or
assumed by the Adviser as herein provided, the Adviser shall be entitled to a fee, paid daily, at
an annual rate equal to 0.75% of the average daily managed asset value of the Trust.
Managed assets means the total assets of the Trust (including any assets attributable to
any leverage that may be outstanding) minus the sum of accrued liabilities (other than liabilities
representing financial leverage). The liquidation preference of any preferred shares is not a
liability. The average daily managed assets of the Trust shall be determined on the basis set
forth in the Trusts Prospectus or otherwise consistent with the 1940 Act and the regulations
promulgated thereunder.
Notwithstanding the forgoing, the Adviser agrees that for the following calendar years, the
Adviser will limit its fees under this Agreement to the following percentages of the Trusts
average daily-managed assets:
|
|
|
|
|
Year |
|
Effective Advisory Fee After Waiver |
Until August 22, 2007 |
|
|
0.55 |
% |
August 22, 2007 until August 20, 2008 |
|
|
0.60 |
% |
August 22, 2008 until August 20, 2009 |
|
|
0.65 |
% |
August 22, 2009 until August 20, 2010 |
|
|
0.70 |
% |
In addition, the Adviser may agree not to impose all or a portion of its fee (in advance
of the time its fee would otherwise accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Trusts expenses to any level the Adviser may specify. Any
fee reduction or undertaking shall constitute a binding modification of this Agreement while it
is in effect but may be discontinued or modified prospectively by the Adviser at any time.
Preferred Income II
COMPENSATION OF THE ADVISER. For all services to be rendered and expenses paid or
assumed by the Adviser as herein provided, the Adviser shall be entitled to a fee, paid daily, at
an annual rate equal to 0.75% of the average daily managed asset value of the Trust.
Managed assets means the total assets of the Trust (including any assets attributable to any
leverage that may be outstanding) minus the sum of accrued liabilities (other than liabilities
representing financial leverage). The liquidation preference of any preferred shares is not a
liability. The average daily managed assets of the Trust shall be determined on the basis set
forth in the Trusts Prospectus or otherwise consistent with the 1940 Act and the regulations
promulgated thereunder.
Notwithstanding the forgoing, the Adviser agrees that for the following calendar years, the
Adviser will limit its fees under this Agreement to the following percentages of the Trusts
average daily-managed assets;
|
|
|
|
|
Year |
|
Effective Advisory Fee After Waiver |
Until November 28, 2007 |
|
|
0.55 |
% |
November 29, 2007 until November 28, 2008 |
|
|
0.60 |
% |
November 29, 2008 until November 28, 2009 |
|
|
0.65 |
% |
November 29, 2009 until November 28, 2010 |
|
|
0.70 |
% |
In addition, the Adviser may agree not to impose all or a portion of its fee (in advance of
the time its fee would otherwise accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Trusts expenses to any level the Adviser may specify. Any
fee reduction or undertaking shall constitute a binding modification of this Agreement while it is
in effect but may be discontinued or modified prospectively by the Adviser at any time.
Preferred Income III
COMPENSATION OF THE ADVISER. For all services to be rendered and expenses paid or assumed by
the Adviser as herein provided, the Adviser shall be entitled to a fee, paid daily, at an annual
rate equal to 0.75% of the average daily managed asset value of the Trust.
Managed assets means the total assets of the Trust (including any assets attributable to
any leverage that may be outstanding) minus the sum of accrued liabilities (other than liabilities
representing financial leverage). The liquidation preference of any preferred shares is not a
liability. The average daily managed assets of the Trust shall be determined on the basis set
forth in the Trusts Prospectus or otherwise consistent with the 1940 Act and the regulations
promulgated thereunder.
Notwithstanding the forgoing, the Adviser agrees that for the following calendar years, the
Adviser will limit its fees under this Agreement to the following percentages of the Trusts
average daily-managed assets:
|
|
|
|
|
Year |
|
Effective Advisory Fee After Waiver |
Until June 18, 2008 |
|
|
0.55 |
% |
June 19, 2008 until June 18, 2009 |
|
|
0.60 |
% |
June 19, 2009 until June 18, 2010 |
|
|
0.65 |
% |
June 19, 2010 until June 18, 2011 |
|
|
0.70 |
% |
In addition, the Adviser may agree not to impose all or a portion of its fee (in advance
of the time its fee would otherwise accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Trusts expenses to any level the Adviser may specify. Any
fee reduction or undertaking shall constitute a binding modification of this Agreement while it
is in effect but may be discontinued or modified prospectively by the Adviser at any time.
Tax-Advantaged Dividend
COMPENSATION OF THE ADVISER. For all services to be rendered and expenses paid or
assumed by the Adviser as herein provided, the Adviser shall be entitled to a fee, paid daily, at
an annual rate equal to 0.75% of the average daily managed asset value of the Fund.
Managed assets means the total assets of the Fund (including, any assets attributable to any
leverage that may be outstanding) minus the sum of accrued liabilities (other than liabilities
representing financial leverage). The liquidation preference of any preferred shares is not a
liability. The average daily managed assets of the Fund shall be determined on the basis set
forth in the Funds Prospectus or otherwise consistent with the 1940 Act and the rules and
regulations promulgated thereunder.
Notwithstanding the foregoing, the Adviser agrees that for the following calendar years, the
Adviser will limit its fees under this Agreement to the following percentages of the Funds average
daily managed assets:
4
|
|
|
|
|
Year |
|
Effective Advisory Fee After Waiver |
Until February 26, 2009 |
|
|
0.55 |
% |
February 27, 2009 until February 26, 2010 |
|
|
0.60 |
% |
February 27, 2010 until February 26, 2011 |
|
|
0.65 |
% |
February 27, 2011 until February 26, 2012 |
|
|
0.70 |
% |
In addition, the Adviser may agree not to impose all or a portion of its fee (in advance of
the time its fee would otherwise accrue) and/or undertake to make any other payments or
arrangements necessary to limit the Funds expenses to any level the Adviser may specify. Any fee
reduction or undertaking shall constitute a binding modification of this Agreement while it is in
effect but may be discontinued or modified prospectively by the Adviser at any time.
Tax-Advantaged Global
Annual Investment Advisory Fee
For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser
shall be entitled to receive from the Fund compensation in an amount equal to 1.00% annually of the
average daily gross assets of the Fund. For these purposes, gross assets of the Fund means total
assets of the Fund, including any form of investment leverage, minus all accrued expenses incurred
in the normal course of operations, but not excluding any liabilities or obligations attributable
to investment leverage obtained through (i) indebtedness of any type (including, without
limitation, borrowing through a credit facility/commercial paper program or other forms of
borrowings or the issuance debt securities), (ii) the issuance of preferred shares or other similar
preference securities, and/or (iii) any other means.
Information Concerning Comparable Funds
As shown below, certain funds in this proxy statement have similar investment objectives and
policies. Information regarding the funds advisory fee rates is listed above. Except as noted,
other than the groups of funds shown below, the Adviser does not manage other funds with the same
investment objectives and policies.
Preferred Income Funds the following funds seek to provide a high level of current income,
consistent with preservation of capital. The table shows each such funds managed assets as of
September 30, 2008, and indicates whether the Adviser has waived its fees or reimbursed the funds
expenses during the past fiscal year.
|
|
|
|
|
|
|
|
|
Fund |
|
Managed Assets as of 9-30-08 |
|
Waivers or Reimbursements |
|
Preferred Income |
|
$ |
504,178,677 |
|
|
|
|
|
Preferred Income II |
|
$ |
413,189,680 |
|
|
|
|
|
Preferred Income III |
|
$ |
552,376,051 |
|
|
|
|
|
The following table provides information about other funds, apart from the funds listed above,
managed by the Adviser that have the same investment objectives and policies as the preferred
income funds listed above, as well as the size of each such fund, the fee rate payable to the
Adviser, and whether the adviser has agreed to waive or reduce a portion of its fee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee rate |
|
|
Managed assets |
|
(as a percentage of average |
Comparable Fund |
|
as of 9-30-08(a) |
|
managed assets)(b) |
|
John Hancock
Patriot Premium
Dividend Fund II |
|
$505,188,168 |
|
|
0.75% (a)(b) |
|
|
|
(a) |
|
Includes assets attributable to leverage. |
|
(b) |
|
The Adviser has contractually agreed to limit [the/each] funds management fee to the
following: 0.55% of the funds average daily managed assets until the fifth anniversary of the
funds operations, 0.60% of such assets in the sixth year, 0.65% of such assets in the seventh
year, and 0.70% of such assets in the eighth year. After the eighth year, the adviser will no
longer waive a portion of the management fee. |
5
Tax-Advantaged Funds the following funds seek to provide a high level of after-tax total
return from dividend income and capital appreciation. The table shows each such funds managed
assets as of December 31, 2008, and indicates whether the Adviser has waived its fees or reimbursed
the funds expenses during the past fiscal year.
|
|
|
|
|
|
|
|
|
Fund |
|
Managed Assets as of 9-30-08 |
|
Waivers or Reimbursements |
|
Tax-Advantaged Dividend |
|
$ |
813,634,009 |
|
|
|
|
|
Tax-Advantaged Global |
|
$ |
135,321,215 |
|
|
|
|
|
6
Attachment 8
Additional Information About Analytic and the Subadvisory Agreement
The information set forth below regarding the Subadviser and the Subadvisory Agreement should
be read in conjunction with the discussion of Proposal 3 in the proxy statement.
Management and Control of the Subadviser
The Adviser has engaged Analytic to be responsible for formulating and implementing
Tax-Advantaged Dividends Options Strategy. Analytic is a Delaware limited liability company
having its principal offices at 555 West Fifth Street, 50th Floor, Los Angeles, CA
90013. It is an indirect, wholly-owned subsidiary of Old Mutual plc, a multi-national financial
services firm headquartered in London. The Subadviser is registered as an investment adviser under
the Advisers Act. The following table sets forth the principal executive officers and managers of
the Subadviser. No principal executive officer or manager of the Subadviser has a position with
the fund. The business address of each such person is 555 West Fifth Street, 50th
Floor, Los Angeles, California 90013.
|
|
|
Name |
|
Position with Analytic |
Roger Glen Clarke
|
|
Manager (Chairman) |
Marie Natashi Arlt
|
|
Manager, Treasurer, Vice President and
Chief Compliance Officer |
Harindra De Silva
|
|
Manager and President |
Amy Christine Stueve
|
|
Chief Compliance Officer |
Thomas Moynihan Turpin
|
|
Manager |
Information Concerning Comparable Funds
Tax Advantaged Global, for which Analytic currently serves as a subadviser, as well as
Tax-Advantaged Divided, each seeks to provide a high level of after-tax total return from dividend
income and capital appreciation. The table shows each such funds managed assets as of September
30, 2008, and indicates whether the Adviser has waived its fees or reimbursed the funds expenses
during the past fiscal year. Information regarding the funds advisory fee rates is listed above.
|
|
|
|
|
|
|
|
|
Fund |
|
Managed Assets as of 9-30-08 |
|
Waivers or Reimbursements |
|
Tax-Advantaged Dividend |
|
$ |
813,634,009 |
|
|
|
|
|
Tax-Advantaged Global |
|
$ |
135,321,215 |
|
|
|
|
|
Attachment 9
Subadvisory Agreement
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
Form of Investment Sub-Advisory Agreement
AGREEMENT made this day of
, 2009, between John Hancock
Advisers, LLC, a Delaware limited liability company (the Adviser), and Analytic Investors, Inc.,
a California corporation, (the Sub-Adviser). In consideration of the mutual covenants contained
herein, the parties agree as follows:
1. APPOINTMENT OF SUB-ADVISER
The Adviser hereby appoints the Sub-Adviser to act as the investment adviser for and to manage
the investment and reinvestment of the assets of the John Hancock Tax-Advantaged Dividend Income
Fund (the Trust) related to the Trusts Option Strategy as described in the Prospectus (the
Option Strategy) on the terms set forth in this Agreement. The Sub-Adviser hereby accepts such
appointment and agrees to furnish the services set forth herein for the compensation herein
provided. The Sub-Adviser shall not be responsible for aspects of the Trusts investment program
other than its Option Strategy, including without limitation purchases and sales of investments
other than options, selection of brokers to conduct such purchases and sales of investments other
than options and compliance with investment policies and restrictions other than those specifically
relating to the Option Strategy and proxy voting. The Sub-Adviser shall not be responsible for
filing claims or taking any other action regarding securities class actions or other lawsuits or
rights involving the Trust or securities held or formerly held by the Trust, or the acts or
omissions of the Adviser or any other sub-adviser that do not relate to the Option Strategy, except
the Sub-Adviser shall promptly notify the Trust in writing if the Sub-Adviser receives information
relating to such claims, class actions or other lawsuits. The Sub-Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or the Adviser in any way
except as expressly authorized in this Agreement or in another writing by the Trust and the
Adviser.
2. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE TRUST
a. |
|
Subject to the oversight and supervision of the Trusts Board of Trustees (the Board) and
the Adviser, and subject to the other provisions of this Agreement, the Sub-Adviser will
provide a continuous investment program relating to the Trusts Option Strategy. Subject to
approval of the Board and notice to the Sub-Adviser, the Adviser, or any of its affiliates,
retains complete authority immediately to assume direct responsibility for any function
delegated to the Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser
will provide options investment research and conduct a continuous program of options
evaluation, investment, sales and reinvestment of the Trusts assets by determining the
options strategy that the Trust shall pursue, including which options shall be purchased,
entered into, sold, closed or exchanged for the Trust, when these transactions should be
executed, and, consulting with the Adviser and any other sub-adviser to the Trust, regarding
the portion of the assets of the Trust against which options will be written. The Sub-Adviser
will provide the services under this Agreement in accordance with the Trusts investment
objective or objectives, policies, and restrictions as stated in the Trusts Registration
Statement filed with the Securities and Exchange Commission (SEC), as amended (the
Registration Statement) as they relate to the Option Strategy, copies of which shall be sent
to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly
following any such amendment. In addition, the Adviser has furnished, or will cause to be
furnished (or shall, as such documents become available or are amended, promptly furnish or
cause to be furnished) to the Sub-Adviser copies of each of the following: |
|
i. |
|
The Trusts Agreement and Declaration of Trust and all amendments thereto (such
agreement, as presently in effect and as it shall from time to time be amended, is
herein called the Agreement and Declaration of Trust); |
|
ii. |
|
The Trusts by-laws and all amendments thereto (such By-laws, as presently in
effect and as they shall from time to time be amended, are herein called the By-Laws); |
|
|
iii. |
|
Resolutions of the Trusts Board of Trustees (the Trustees) authorizing the
appointment of the Adviser as the investment manager and Sub-Adviser as investment
sub-adviser and approving the Investment Advisory Agreement and this Agreement; |
|
|
iv. |
|
The Trusts Registration Statement or Statements on Form N-2 under the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended
(Investment Company Act), including all exhibits thereto, and all pre- and
post-effective amendments thereto; |
|
|
v. |
|
The Trusts most recent prospectus (such prospectus as presently in effect, and
all amendments and supplements thereto are herein called the Prospectus); |
|
|
vi. |
|
The Trusts most recent statement of additional information (such statement of
additional information, as currently in effect, and all amendments and supplements
thereto are herein called the Statement of Additional Information); and |
|
|
vii. |
|
The Investment Advisory Agreement. |
The Adviser and the Sub-Adviser further agree that in fulfilling its obligations, the
Sub-Adviser will:
|
i. |
|
formulate and implement a continuous investment program relating to the Trusts
Option Strategy consistent with the investment objectives and related investment
policies for the Trust as described in the Trusts Registration Statement; |
|
|
ii. |
|
regularly consult with the Adviser and any other sub-adviser of the Trust for
purposes of coordinating the Trusts overall investment strategy; |
|
|
iii. |
|
take whatever reasonable steps are necessary to implement these investment
programs by the purchase or sale of options including the placing of orders for such
purchases and sales; |
|
|
iv. |
|
regularly report to the Board with respect to the implementation of the Option
Strategy, at such times as the Adviser may reasonably request; and |
|
|
v. |
|
in connection with any purchase and sale of options for the Trust related to
the implementation of the Option Strategy, the Sub-Adviser will arrange for the
transmission to the custodian for the Trust (the Custodian) on a daily basis such
confirmation, trade tickets, and other documents and information, including, but not
limited to, Cusip, Cedel, or other numbers that identify options to be purchased or
sold on behalf of the Trust, as may be reasonably necessary to enable the Custodian to
perform its administrative and recordkeeping responsibilities with respect to the
Trust. With respect to options to be settled through the Trusts Custodian, the
Sub-Adviser will arrange for the prompt transmission of the confirmation of such
options trades to the Trusts Custodian; |
|
|
vi. |
|
The Sub-Adviser will assist the Custodian in determining or confirming,
consistent with the procedures and policies stated in the Registration Statement or
adopted by the Board, the market value of any options or other assets of the Trust for
which the Sub-Adviser is responsible and for which the Custodian seeks assistance from
or identifies for review by the Sub-Adviser; provided that the Sub-Adviser shall
provide recommendations in good faith, consistent with the procedures and policies
stated in the Registration Statement or adopted by the Board, concerning the fair value
of the Trusts portfolio of options for which the Sub-Adviser is responsible and shall
obtain at its own expense pricing services for the Trusts portfolio of options to be
approved by the Trust, which approval shall not be unreasonably withheld. The parties
acknowledge that the Sub-Adviser is not a custodian of the Trusts assets and will not
take possession or custody of such assets. The |
2
|
|
|
parties further acknowledge and agree that the Board and the Fund are ultimately
responsible for determining when assets of the Trust should be fair valued and for
making fair value determinations, which may be based on input from the Sub-Adviser
and others. |
b. |
|
The Sub-Adviser, at its expense, will furnish (i) all necessary investment and management
facilities, including salaries of personnel required for it to execute its duties faithfully,
and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the Sub-Advisers implementation of the Option Strategy
for the Trust. |
c. |
|
The Sub-Adviser is authorized to make decisions to buy and sell options for the Trusts
portfolio, and to select broker-dealers and to negotiate brokerage commission rates in
effecting option transactions. The Sub-Advisers primary consideration in effecting an option
transaction will be to seek to obtain the best execution for the Trust, taking into account
the factors specified in the Prospectus and/or Statement of Additional Information.
Accordingly, the price to the Trust in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified, in the
judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by
other aspects of the portfolio execution services offered. In evaluating the best execution
available, and in selecting the broker-dealer to execute a particular transaction, the
Sub-adviser may also consider the brokerage and research services (as those terms are used in
Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act)) provided by
that broker-dealer to the Trust and/or other accounts serviced by the Sub-adviser. The
Sub-adviser is authorized to pay a broker-dealer who provides such brokerage and research
services an amount of commission for executing a portfolio transaction for the Trust which
is in excess of the amount of commission another broker-dealer would have charged for
effecting that transaction if, but only if, the Sub-adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer viewed in terms of either that particular
transaction or in terms of the Sub-advisers overall responsibilities with respect to the
accounts over which the Sub-adviser exercises investment discretion. The Sub-Adviser will
consult with the Adviser to ensure that portfolio transactions on behalf of the Trust are
directed to broker-dealers on the basis of criteria reasonably considered appropriate by the
Adviser. To the extent consistent with these standards, the Sub-Adviser is further authorized
to allocate the orders placed by it on behalf of the Trust to an affiliated broker-dealer.
Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine
consistent with the standards, and the Sub-Adviser will report on said allocation regularly to
the Trusts Board indicating the broker-dealers to which such allocations have been made and
the basis therefor. |
d. |
|
On occasions when the Sub-Adviser deems the purchase or sale of an option to be in the best
interest of the Trust as well as other clients of the Sub-Adviser, the Sub-Adviser to the
extent permitted by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the options to be purchased or sold to attempt to obtain a more favorable price or
lower brokerage commissions and efficient execution. In such event, allocation of the options
so purchased or sold, as well as the allocation of expenses incurred in the transaction, will
be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable
and consistent with its fiduciary obligations to the Trust and to its other clients. |
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The Sub-Adviser will maintain, with respect to its activities on behalf of the Fund, all
accounts, books and records with respect to the Option Strategy as are required of an
investment adviser of a registered investment company pursuant to the Investment Company Act
and Investment Advisers Act of 1940, as amended (the Investment Advisers Act) and the rules
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3. COMPENSATION OF SUB-ADVISER
For the services provided to the Trust, the Adviser will pay the Sub-Adviser an annual fee
equal to the amount specified in Schedule A hereto, payable monthly in arrears on the last business
day of each month. The fee will be appropriately prorated to reflect any portion of a calendar
month that this Agreement is not in effect among the parties. The Adviser is solely responsible for
the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees
solely from the Adviser. The Trust shall have no liability for the Sub-Advisers fee hereunder.
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4. LIABILITY OF SUB-ADVISER
Neither the Sub-Adviser nor any of its directors, officers, employees, shareholders, partners,
or agents shall be liable to the Adviser or the Trust for any error of judgment or mistake of law
or for any loss suffered by the Adviser or Trust in connection with the matters to which this
Agreement relates except for losses resulting from willful misfeasance, bad faith or gross
negligence in the performance of, or from the reckless disregard of, the duties of the Sub-Adviser
under this Agreement by the Sub-Adviser or any of its directors, officers, employees, shareholders,
partners, or agents. The Sub-Adviser will not be liable for the any acts or omissions made on
behalf of the Trust that are not made by the Sub-Adviser, nor any of its directors, officers,
employees, shareholders, partners, or agents and which are not duties the Sub-Adviser is
responsible for under this Agreement.
5. REGULATION
The Sub-Adviser shall submit to all regulatory and administrative bodies having jurisdiction
over the services provided pursuant to this Agreement any information, reports or other material,
which any such body by reason of this Agreement may require pursuant to applicable laws and
regulations.
6. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and shareholders of the Trust are or may be
interested in the Sub-Adviser as trustees, officers, partners or otherwise; that employees, agents
and partners of the Sub-Adviser are or may be interested in the Trust as trustees, officers,
shareholders or otherwise; that the Sub-Adviser may be interested in the Trust; and that the
existence of any such dual interest shall not affect the validity hereof or of any transactions
hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Trust and
the articles of incorporation of the Sub-Adviser, respectively, or by specific provision of
applicable law.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to the Trust on the later of (i) its
execution and (ii) the date of the meeting of the Board of Trustees of the Trust, at which meeting
this Agreement is approved as described below. The Agreement will continue in effect for a period
more than two years from the date of its effectiveness only so long as such continuance is
specifically approved at least annually either by the Trustees of the Trust or by a majority of the
outstanding voting securities of the Trust, provided that in either event such continuance shall
also be approved by the vote of a majority of the Trustees of the Trust who are not interested
persons (as defined in the Investment Company Act) of any party to this Agreement cast in person at
a meeting called for the purpose of voting on such approval. Any required shareholder approval of
(i) the Agreement or (ii) of any continuance of the Agreement shall be effective with respect to
the Trust if a majority of the outstanding voting securities of that Trust votes to approve the
Agreement or its continuance. If any required shareholder approval of this Agreement or any
continuance of the Agreement is not obtained, the Sub-Adviser will continue to act as investment
sub-adviser with respect to the Trust pending the required approval of the Agreement or its
continuance or of a new contract with the Sub-Adviser or a different adviser or sub-adviser or
other definitive action; provided, that the compensation received by the Sub-Adviser in respect of
the Trust during such period is in compliance with Rule 15a-4 under the Investment Company Act.
Notwithstanding the foregoing, this Agreement may be terminated: (a) by the Adviser at any
time without payment of any penalty, upon 60 days prior written notice to the Sub-Adviser and the
Trust, (b) at any time without payment of any penalty by the Trust, by the Trusts Board or a
majority of the outstanding voting securities of the Trust, upon 60 days prior written notice to
the Adviser and the Sub-Adviser, (c) by the Sub-Adviser in the event of non-payment of the
Sub-Advisers fee by the Adviser in accordance with Section 3 of this Agreement, upon notice to the
Adviser and 30 days opportunity to cure during which period the Adviser fails to cure such
non-payment, or (d) by the Sub-Adviser upon 90 days prior written notice to the Adviser unless the
Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which
case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to
exceed 90 additional days beyond the initial 90 days notice period; provided, however, that the
Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice
to the Adviser and the Trust, in the event either the Sub-Adviser (acting in good faith) or the
Adviser ceases to be registered as an investment adviser under the Investment Advisers Act or
otherwise becomes legally
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incapable of providing investment management services pursuant to its respective contract with the
Trust. This Agreement will automatically terminate, without the payment of any penalty, in the
event of its assignment (as defined in the Investment Company Act). The foregoing shall not prevent
a transfer of this Agreement by the Sub-Adviser in connection with any reorganization, merger or
other transaction, provided that such transfer does not constitute an assignment (as defined in the
Investment Company Act) provided that the Adviser is notified in writing at least 45 days in
advance of such transfer.
8. PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER
The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the
following events:
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Act or under the laws of any jurisdiction in which the Sub-Adviser is required to be
registered as an investment adviser in order to perform its obligations under this Agreement; |
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the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public board or body,
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any material change in actual control or management of the Sub-Adviser or any change in the
principal portfolio manager of the Sub-Adviser with respect to the Trust. |
9. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trusts Board, that the Sub-Adviser now acts, or
may in the future act, as an investment adviser to fiduciary and other managed accounts and as
investment adviser or sub-adviser to other investment companies. Further, the Adviser understands,
and has advised the Trusts Board, that the Sub-Adviser and its affiliates may give advice and take
action for its accounts, including investment companies, which is similar to or differs from advice
given on the timing or nature of action taken for the Trust. The Sub-Adviser is not obligated to
initiate transactions for the Trust in any investment, which the Sub-Adviser or its partners,
affiliates or employees may purchase or sell for their own accounts or other clients.
10. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is specifically approved
by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the
Trustees of the Trust who are not interested persons of any party to this Agreement cast in person
at a meeting called for the purpose of voting on such approval. Any required shareholder approval
shall be effective with respect to the Trust if a majority of the outstanding voting securities of
the Trust vote to approve the amendment.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties.
12. HEADINGS
The headings in the sections of this Agreement are inserted for convenience of reference only
and shall not constitute a part hereof.
13. NOTICES
All notices required to be given pursuant to this Agreement shall be delivered or mailed to
the last known business address of the Trust or applicable party in person or by registered mail or
a private mail or delivery service providing the sender with notice of receipt. Notice shall be
deemed given on the date delivered or mailed in accordance with this paragraph.
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14. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in law or in equity,
the Agreement shall be construed, insofar as is possible, as if such portion had never been
contained herein.
15. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in accordance with the
laws of The Commonwealth of Massachusetts, or any of the applicable provisions of the Investment
Company Act. To the extent that the laws of The Commonwealth of Massachusetts, or any of the
provisions in this Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
16. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated April 23, 2007, a copy of which, together with
all amendments thereto (the Declaration), is on file in the office of the Secretary of The
Commonwealth of Massachusetts, provides that the name John Hancock Tax-Advantaged Dividend Income
Fund refers to the Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of the Trust shall be held
to any personal liability, nor shall resort be had to their private property, for the satisfaction
of any obligation or claim, in connection with the affairs of the Trust, but only the assets
belonging to the Trust shall be liable.
17. CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS
The Sub-Adviser agrees to treat Trust portfolio holdings as confidential information in
accordance with the Trusts Policy Regarding Disclosure of Portfolio Holdings, as such policy may
be amended from time to time, and to prohibit its employees from trading on any such confidential
information.
18. USE OF NAME
The Trust and the Adviser each agrees not to use the name Analytic or Old Mutual in any
sales material without first presenting such document to the Sub-Adviser and/or Old Mutual and
obtaining the applicable entitys express consent prior to use. No press release that references
Analytic or Old Mutual shall be issued with respect to the Trust without the prior consent of the
Sub-Adviser and Old Mutual other than press releases in the ordinary course (such as dividend press
releases). The Sub-Adviser agrees not to use the names, or any derivatives of the names John
Hancock, John Hancock Advisers, LLC, John Hancock Tax-Advantaged Dividend Income Fund or the
names of any such entities affiliates without first obtaining the applicable entitys express,
written consent prior to the use of such name. However, by execution of this Agreement, the
Adviser hereby grants consent to Sub-Adviser and permits the disclosure of the Advisers identity
on the Sub-Advisers Representative List of Clients.
19. COMPLIANCE
Upon execution of this Agreement, the Sub-Adviser shall provide the Adviser with the
Sub-Advisers written policies and procedures (Compliance Policies) as required by Rule 206(4)-7
under the Investment Advisers Act. Throughout the term of this Agreement, the Sub-Adviser shall
promptly submit to the Adviser: (i) any material changes to the Compliance Policies, (ii)
notification of the commencement of a regulatory examination of the Sub-Adviser relating to the
Fund and documentation describing the results of any such examination and of any periodic testing
of the Compliance Policies and (iii) notification of any material compliance matter that relates to
the services provided by the Sub-Adviser to the Trust including but not limited to any material
violation of the Compliance Policies or of the Sub-Advisers code of ethics and/or related code.
Throughout the term of this Agreement, the Sub-Adviser shall provide the Adviser with any
certifications, information and access to personnel and resources (including those resources that
will permit testing of the Compliance Policies by the Adviser) that the Adviser may reasonably
request to enable the Trust to comply with Rule 38a-1 under the Investment Company Act.
[THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by
their duly authorized officers as of the date first mentioned above.
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JOHN HANCOCK ADVISERS, LLC
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ANALYTIC INVESTORS, INC.
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SCHEDULE A
Annual Investment Sub-Advisory Fee
The Adviser shall pay the Sub-Adviser a fee, computed daily and payable monthly in arrears, at an
annual rate of [ %] of the Funds average daily managed assets. Managed assets means the total
assets of the Fund (including all assets attributable to any form of investment leverage that may
be outstanding) minus the sum of accrued liabilities (other than any liabilities relating to any
form investment leverage). For the elimination of debt, and without limiting the generality of the
foregoing, liabilities with respect to borrowings used for investment leverage, the principle
amount of any debt securities issued by the Fund, and/or the liquidation preference of any
preferred shares issued by the Fund shall not be deducted from total assets for purposes of
determining managed assets.
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Thank
You
for mailing
your proxy
card promptly!
PFDPX 2/09
Thank you
for mailing
your proxy
card promptly!
[John Hancock funds logo]
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John Hancock(R)
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John Hancock Funds |
the future is yours
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601 Congress Street |
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Boston, MA 02210-2805 |
1-800-852-0218
1-800-231-5469 TDD
1-800-843-0090 EASI-Line
www.jhfunds.com
PFDPX 2/09
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
Joint Annual Meeting of Shareholders
April 14, 2009
The undersigned shareholder of John Hancock Preferred Income Fund (Preferred Income), John
Hancock Preferred Income Fund II (Preferred Income II), John Hancock Preferred Income Fund III
(Preferred Income III), John Hancock Tax-Advantaged Dividend Income Fund (Tax-Advantaged
Dividend) and/or John Hancock Tax-Advantaged Global Shareholder Yield Fund (Tax-Advantaged
Global) (collectively the Funds) 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 Joint Annual Meeting of Shareholders of the Funds to be held on Tuesday, April 14, 2009 at the
offices of the Funds, 601 Congress Street, Boston, Massachusetts 02210, at 10:30 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares of the Funds 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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.
Address Change/Comments (Mark the corresponding box on the reverse side)
[ ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
1. Election of Trustees:
(01) Deborah C. Jackson
(02) Charles L. Ladner
(03) Stanley Martin
(04) John A. Moore
(05) Gregory A. Russo
(06) John G. Vrysen
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FOR ALL |
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WITHHOLD FOR ALL |
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NOMINEES |
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FOR ALL NOMINEES EXCEPT |
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Tax-Advantaged Global
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2. To adopt a new form of investment advisory agreement.
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3. To approve Analytic Investors, Inc. as a subadviser to Tax-Advantaged Dividend.
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JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
Specify your vote by marking the appropriate spaces. If no specification is made, this proxy will
be voted for the proposal in the proxy statement. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposal referred to and according to
their best judgment as to any other matters which may properly come before the meeting.
Please be sure to sign and date this Proxy.
Signature:
Date:
Signature:
Date:
[arrow up] FOLD AND DETACH HERE [arrow up]
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to
meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/hpi
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Telephone
1-866-540-5760
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Use the Internet to
vote your proxy.
Have your proxy
card in hand when
you access the web
site.
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OR
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Use any touch-tone
telephone to vote
your proxy. Have
your proxy card in
hand when you call.
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OR
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Mark, sign and date
your proxy card and
return it in the
enclosed
postage-paid
envelope. |
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.
Welcome to the
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Tax-Advantaged Global Shareholder Yield Fund
2009 Proxy Voting Site
Joint Annual Meeting of Shareholders
April 14, 2009
The undersigned shareholder of John Hancock Preferred Income Fund (Preferred Income), John
Hancock Preferred Income Fund II (Preferred Income II), John Hancock Preferred Income Fund III
(Preferred Income III), John Hancock Tax-Advantaged Dividend Income Fund (Tax-Advantaged
Dividend) and/or John Hancock Tax-Advantaged Global Shareholder Yield Fund (Tax-Advantaged
Global) (collectively the Funds) 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 Joint Annual Meeting of Shareholders of the Funds to be held on Tuesday, April 14, 2009 at the
offices of the Funds, 601 Congress Street, Boston, Massachusetts 02210, at 10:30 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares of the Funds 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.
Click here to continue to the secure voting site.
If your browser does not support SSL encryption, click here.
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John Hancock
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Mellon |
JOHN HANCOCK FUNDS
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Mellon Investor Services |
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A Mellon Financial Company |
Welcome to the
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Tax-Advantaged Global Shareholder Yield Fund
2009 Proxy Voting Site
Your Internet vote authorizes the Proxies to vote your shares in the same manner as if you
marked, signed, and returned your Proxy Card.
The Board of Trustees recommends a vote FOR Proposals 1, 2 and 3.
Click Here To Vote As The Board Of Trustees Recommends
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John Hancock
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Mellon |
JOHN HANCOCK FUNDS
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Mellon Investor Services |
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A Mellon Financial Company |
To Vote On This Proposal - Check The Boxes Below:
The Board recommends a vote FOR Proposals 1, 2 and 3.
PROPOSAL 1
To elect the following nominees to serve as Trustees of the Fund:
Election of Trustees:
(01) Deborah C. Jackson
(02) Charles L. Ladner
(03) Stanley Martin
(04) John A. Moore
(05) Gregory A. Russo
(06) John G. Vrysen
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FOR ALL |
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NOMINEES |
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FOR ALL NOMINEES EXCEPT |
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Preferred Income II
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Preferred Income III
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Tax-Advantaged Dividend
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Tax-Advantaged Global
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[ ]______ |
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PROPOSAL 2
To adopt a new form of investment advisory agreement.
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Tax-Advantaged Global
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PROPOSAL 3
To approve Analytic Investors, Inc. as a subadviser to Tax-Advantaged Dividend.
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In their discretion, the Proxies are authorized to vote upon such other business as may properly
come before the meeting, or at any adjournment thereof.
Click Here To Register Your Vote
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John Hancock
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Mellon |
JOHN HANCOCK FUNDS
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Mellon Investor Services |
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A Mellon Financial Company |
THANK YOU FOR VOTING ELECTRONICALLY
Voting Summary
Your Control Number:
Trustees:
You Voted:
To change your address click here.
THANK YOU FOR VOTING
Your vote has been successfully recorded and will be tabulated by Mellon Investor Services within
24 hours. It is not necessary for you to mail back your voting card.
If any of the above information is incorrect, return to the proxy ballot form by using the BACK
feature of your browser program.
To vote
another Proxy - CLICK HERE Please exit your browser program as you normally do.