def14a
As filed with the Securities and Exchange Commission on February 6, 2009.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-08568
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:
o Preliminary Proxy Statement
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY 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.
February 6, 2009
John Hancock
Bank and Thrift Opportunity Fund
John Hancock Patriot Premium Dividend Fund II
Dear Shareholder:
As an investor in one or both 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 two 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 contract. The proposal concerning a new
form of investment advisory agreement is not considered a
routine item. Both 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 purpose of
this proposal is to streamline the advisory agreements across
the John Hancock Fund Complex, primarily to change the
frequency with which the funds advisory fees are accrued
and paid from monthly to daily, in order to provide consistency
across the John Hancock Fund Complex.
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 will not materially increase
the funds overall expense ratios. Other details and
impacts of this proposal are described in the accompanying proxy
statement.
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.
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,
/s/ Keith F. Hartstein
Keith F. Hartstein
Chief Executive Officer
TABLE OF CONTENTS
JOHN
HANCOCK BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
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:
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(1)
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To elect six Trustees to serve until their respective successors
are duly elected and qualified.
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(2)
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To adopt a new form of investment advisory agreement.
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(3)
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To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
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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.
Important
Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be Held on April 14,
2009.
The proxy
statement is available at
http://bnymellon.mobular.net/bnymellon/bto.
By order of the Board of Trustees,
Thomas M. Kinzler
Secretary
February 6, 2009
JOHN
HANCOCK BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
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 proposals 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, Massachusetts 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.
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John Hancock Bank and Thrift Opportunity Fund (Bank and
Thrift)
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John Hancock Patriot Premium Dividend Fund II
(Patriot Premium II)
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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 proposals. If you want to revoke your proxy,
you may do so before it is exercised at the meeting by filing a
written notice of revocation with the fund at 601 Congress
Street, Boston, Massachusetts 02210, by returning a signed proxy
with a later date before the meeting or, if attending the
meeting and voting in person, by notifying 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 meetings 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:
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Fund
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Shares
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Bank and Thrift
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21,100,000
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Patriot Premium II
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52,599,923
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The funds management does not know of anyone who
beneficially owned more than 5% of either funds shares
outstanding as of the record date, except for Commerce Group,
Inc., 211 Main Street, Webster, Massachusetts 01570, which
owned 35.02% of Patriot Premium IIs shares.
(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.
1
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.
2
Information
Concerning Nominees
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 the 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.
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Number of
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Name, (Year of Birth)
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Principal Occupation(s) and
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Trustee
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John Hancock Funds
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and Position with the Fund
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other Directorships during the Past Five Years
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Since
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Overseen
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NOMINEES STANDING FOR ELECTION TERM TO EXPIRE IN 2012
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Charles L. Ladner
(1938)
Independent
Trustee
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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).
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1994 (A)
1992 (B)
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50
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Stanley Martin
(1947)
Independent
Trustee
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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).
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2008 (A, B)
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50
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John A. Moore
(1939)
Independent
Trustee
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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).
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2002 (A, B)
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50
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3
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Number of
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Name, (Year of Birth)
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Principal Occupation(s) and
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Trustee
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John Hancock Funds
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and Position with the Fund
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other Directorships during the Past Five Years
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Since
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Overseen
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John G. Vrysen*
(1955)
Nominee
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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 Management (US), JHIMS, John
Hancock Funds, LLC, JHF, JHF II, JHF III and JHT
(2005 2007); Vice President, MFC (until 2006).
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N/A
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N/A
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NOMINEE STANDING FOR ELECTION TERM TO EXPIRE IN 2010
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Deborah C. Jackson
(1952)
Independent
Trustee
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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).
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2008 (A, B)
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50
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NOMINEE STANDING FOR ELECTION TERM TO EXPIRE IN 2011
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Gregory A. Russo
(1949)
Independent
Trustee
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Vice Chairman, Risk & Regulatory Matters, KPMG, LLC
(KPMG) (2002 2006); Vice Chairman,
Industrial Markets, KPMG
(1998-2002).
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2008 (A, B)
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21
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4
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Number of
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Name, (Year of Birth)
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Principal Occupation(s) and
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Trustee
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John Hancock Funds
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and Position with the Fund
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other Directorships during the Past Five Years
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Since
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Overseen
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TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2010
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James R. Boyle*
(1959)
Non-Independent
Trustee
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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).
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2005 (A, B)
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268
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Patti McGill Peterson
(1943)
Independent
Trustee and
Chairperson
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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).
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2002 (A, B)
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50
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Steven R. Pruchansky
(1944)
Independent
Trustee and Vice
Chairman
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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).
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1994 (A)
1992 (B)
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5
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Number of
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Name, (Year of Birth)
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Principal Occupation(s) and
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Trustee
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John Hancock Funds
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and Position with the Fund
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other Directorships during the Past Five Years
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Since
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Overseen
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TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2011
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James F. Carlin
(1940)
Independent
Trustee
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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).
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1994 (A)
1989 (B)
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50
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William H. Cunningham
(1944)
Independent Trustee
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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).
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1994 (A, B)
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50
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* |
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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. |
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Bank and Thrift |
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(B) |
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Patriot Premium II |
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.
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Year
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Commenced
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Name, (Year of Birth)
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Service
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Principal Occupation(s) and
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and Position with the Fund
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(Both Funds)
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other Directorships during Past Five Years
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Keith F. Hartstein
(1956)
President and
Chief Executive Officer
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2005
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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).
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Thomas M. Kinzler
(1955)
Secretary and
Chief Legal Officer
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2006
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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).
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Francis V. Knox, Jr.
(1947)
Chief Compliance Officer
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2005
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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); Vice President and Assistant
Treasurer, Fidelity Group of Funds (until 2004).
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Charles A. Rizzo
(1957)
Chief Financial Officer
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2007
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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).
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Gordon M. Shone
(1956)
Treasurer
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2006
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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).
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Committees
During each funds most recent fiscal year, the Board had
four 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
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
7
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 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).
Each funds Audit and Compliance Committee met five times
during the fiscal year ended October 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 of 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
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 Independent Trustee rather than a
new candidate. Consequently, while this Committee will consider
nominees recommended by shareholders to serve as Independent
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 for Independent Trustee 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
8
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.
Each funds Governance Committee met twice during the
fiscal year ended October 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. The
Contracts/Operations Committee met four times during each
funds fiscal year ended October 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.
Each funds Investment Performance Committee met four times
during the fiscal year ended October 31, 2008.
Board meetings. Each Board held nine meetings during
the fiscal year ended October 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 committees: the Audit Committee; the Compliance Committee;
the Nominating, Governance and Administration Committee (which
corresponds to the former Governance Committee); the Investment
Performance Committee A (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 officio 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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Nominating,
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Governance and
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Investment
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|
|
Audit
|
|
Compliance
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|
Administration
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Performance A
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|
Contracts/Operations
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Mr. Cunningham
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Mr. Carlin
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All Independent
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Ms. Jackson
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Mr. Ladner
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Ms. Jackson
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Mr. Russo
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Trustees
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Mr. Ladner
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Dr. Moore
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Mr. Martin
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Mr. Martin
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Mr. Pruchansky
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Mr. Pruchansky
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9
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)
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All John Hancock
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Name of Trustee
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Bank and Thrift
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|
Patriot Premium II
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|
Funds Overseen
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|
|
Independent Trustees
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|
|
|
|
|
|
|
|
|
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James F. Carlin
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$
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1 $10,000
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|
|
$
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10,001 $50,000
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|
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Over $100,000
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William H. Cunningham
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|
$
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1 $10,000
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|
$
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1 $10,000
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|
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Over $100,000
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Deborah C. Jackson
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$
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0
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|
|
$
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0
|
|
|
|
$ 1 $10,000
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|
Charles L. Ladner
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|
$
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1 $10,000
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|
|
$
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1 $10,000
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|
|
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Over $100,000
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|
Stanley Martin
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|
$
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1 $10,000
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|
|
$
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1 $10,000
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|
|
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$10,001 $50,000
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Patti McGill Peterson
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$
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1 $10,000
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|
|
$
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1 $10,000
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Over $100,000
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John A. Moore
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|
$
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1 $10,000
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|
|
$
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1 $10,000
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|
|
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Over $100,000
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Steven R. Pruchansky
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|
$
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1 $10,000
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|
|
$
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1 $10,000
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|
|
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Over $100,000
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Gregory A. Russo
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|
$
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1 $10,000
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|
|
$
|
1 $10,000
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|
|
|
$10,001 $50,000
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|
|
|
|
|
|
|
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|
|
|
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Non-Independent Trustee
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|
|
|
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|
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|
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James R. Boyle
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$
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0
|
|
|
$
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0
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|
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Over $100,000
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|
|
|
|
|
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|
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|
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Non-Independent Nominee
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|
|
|
|
|
|
|
|
|
|
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John G Vrysen
|
|
$
|
1 $10,000
|
|
|
$
|
1 $10,000
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|
|
|
Over $100,000
|
|
|
|
|
(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.
10
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.
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|
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|
Total Compensation
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|
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|
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All Funds in the
|
|
|
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Aggregate Compensation
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|
|
John Hancock
|
|
Name of Trustee
|
|
Bank and Thrift
|
|
|
Patriot Premium II
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|
|
Fund
Complex(1)
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|
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|
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James F. Carlin
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$
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6,872
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|
|
$
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7,827
|
|
|
$
|
268,834
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William H.
Cunningham(2)
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$
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4,389
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|
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$
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4,691
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|
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$
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160,500
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Deborah C.
Jackson(3)
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|
$
|
1,125
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|
|
$
|
1,125
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$
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42,750
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Charles L.
Ladner(2)
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|
$
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4,389
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$
|
5,643
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|
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$
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165,500
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Stanley
Martin(3)
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|
$
|
1,498
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|
|
$
|
1,498
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|
|
$
|
59,960
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Patti McGill
Peterson(2)
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$
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4,389
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|
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$
|
4,691
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|
|
$
|
160,500
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John A.
Moore(2)
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|
$
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5,346
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|
|
$
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7,964
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|
|
$
|
215,000
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|
Steven R.
Pruchansky(2)
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|
$
|
5,444
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|
|
$
|
5,961
|
|
|
$
|
206,500
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Gregory
Russo(3)
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|
$
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2,614
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|
|
$
|
2,747
|
|
|
$
|
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 December 31, 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 or her deferred
fees invested by a fund in shares of one or more funds in the
John Hancock Fund Complex and the amount paid to the
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 Independent Trustee or any immediate
family member 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 immediate family member has, or has had in the last
two fiscal years of the funds, any direct or indirect
relationships or material interest in any transaction or in any
currently proposed transaction, in which the amount involved
exceeds $120,000, in which the following persons were or are a
party: the funds, an
11
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 their affiliated persons or has a material interest
adverse to the funds or any of their 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 the fiscal year ending
October 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 table sets forth the aggregate fees billed by
fiscal year and by PwC for each funds 2007 and 2008 fiscal
years 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).
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
|
Audit-Related Fees
|
|
|
Tax Fees
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
Bank and Thrift
|
|
$
|
26,050
|
|
|
$
|
32,352
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3,700
|
|
|
$
|
3,700
|
|
|
$
|
3,000
|
|
|
$
|
0
|
|
Patriot Premium II
|
|
$
|
24,650
|
|
|
$
|
52,756
|
|
|
$
|
0
|
|
|
$
|
43,700
|
|
|
$
|
3,500
|
|
|
$
|
3,500
|
|
|
$
|
3,000
|
|
|
$
|
0
|
|
Each funds Audit Committee has adopted procedures to
pre-approve audit and non-audit services for the funds, 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
PwCs independence. 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 $1,410,369 and $4,594,972 for the fiscal years ended
October 31, 2007 and 2008, respectively. All such non-audit
services were pre-approved in accordance with the funds
policy.
12
PROPOSAL TWO
REVISED FORM OF INVESTMENT ADVISORY AGREEMENT
Shareholders of both 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 either of the funds, and will not materially
increase the funds overall expense ratios. Accordingly,
the new form of Advisory Agreement would not result in any
changes to the information presented in an annual operating
expense table summarizing each funds expenses.
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 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:
|
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|
Change the frequency with which advisory fees are accrued and
paid from monthly to daily, in order to provide consistency
across the John Hancock Fund Complex.
|
|
|
|
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, the amounts of advisory fees paid to the
Adviser during each funds most recent fiscal year, and
Other Payments by the Funds to the Adviser, 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).
Frequency
of Payment
The new form of Advisory Agreement will restructure the advisory
fees paid by both funds so that the fees will be accrued and
paid on a daily basis. As compensation for its services under
the Advisory Agreement, the Adviser receives a fee computed
separately for each fund. The amount of the advisory fee is
determined by applying the annual fee rate to the average
managed assets of the fund.
Currently, each fund pays the Adviser advisory fees on a monthly
basis based on the average weekly managed assets of the fund,
and with respect to Patriot Premium II, monthly fees based on
that funds weekly gross income. This amendment is intended
to bring all advisory fee payment mechanics for the John Hancock
Fund Complex into conformity and will result in greater
administrative efficiencies for the funds.
Proposal Two would amend the frequency of accrual and
payment of advisory fees for both funds so that JHA will be paid
advisory fees on a daily basis on average daily managed assets,
and with respect to Patriot Premium II, daily fees based on that
funds daily gross income. The amendment will not change
the annual advisory fee rates payable by either of the funds,
and will not materially increase the funds overall expense
ratios. This amendment would promote uniformity of advisory
fee distributions across the John Hancock Fund Complex. The
Board believes that this will lead to greater administrative
efficiencies for the funds.
Because each funds advisory fees have historically been
accrued on a daily basis, there is no material difference
between the amounts that a fund would have paid if daily payment
of advisory fees were in effect in prior periods instead of
monthly payment. Nevertheless, the Adviser may benefit from the
time value of advisory fee payments received on a daily, rather
than a monthly basis.
13
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
|
Frequency of
Payment
|
|
The advisory fees for each fund will be accrued and paid daily.
|
|
The advisory fees for each fund are paid monthly.
|
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 Independent
Trustees, a portion of Chief Compliance Officer 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 the 1940 Act
provision permitting certain types of interim advisory contracts.
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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.
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Provision of
Certain
Information by
Adviser
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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.
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No explicit provision is provided but these may be presumed from
the Advisers general fiduciary duties.
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New Form of Advisory
Agreement
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Current Advisory
Agreements
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Indemnification
of Adviser
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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.
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No similar clause.
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Limitation of
Liability under
the Declaration
of Trust
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Agreement notes that Declaration of Trust limits the personal
liability of shareholder, officer, employee or agent of the fund.
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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.
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15
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:
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custody, auditing, transfer agency, bookkeeping and dividend
disbursement;
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trade commissions;
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taxes;
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legal fees and expenses, including litigation and share
registration; and
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printing and mailing shareholder reports, prospectuses and proxy
statements.
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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.
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 investment advisory and management
services to such fund; 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:
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the Trustees of the fund;
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a Majority of the Outstanding Voting Securities of the
fund; or
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the Adviser.
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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.
17
MISCELLANEOUS
Voting;
Quorum; Adjournment
The following vote is required to approve the proposals:
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Proposal
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Vote Required
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Election of Trustees
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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.
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Two New Form of
Advisory Agreement
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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.
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* |
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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 Proposal Two is not considered a routine matter,
brokers holding shares in street name may not vote
those shares on this proposal without instruction from the
beneficial shareholders.
The following table summarizes how the quorum and voting
requirements are determined.
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Shares
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Quorum
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Voting
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In General
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All shares present in person or by proxy are counted
in determining whether a quorum exists.
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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.
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Broker Non-Vote
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Considered present at meeting.
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Not voted. Same effect as a vote against a proposal.
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Proxy with No Voting
Instruction (other than
Broker Non-Vote)
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Considered present for determining whether a quorum
exists.
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Will be voted for the proposal by the proxyholder.
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Vote to Abstain
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Considered present for determining whether a quorum
exists.
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Same effect as a vote against a proposal.
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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, other than the solicitation of
proxies, will be allocated on a pro rata basis based on each
funds assets. The costs for the solicitation of proxies
will be borne equally by each fund, as detailed below. 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
18
proxies in person or by telephone. John Hancock Advisers, LLC,
601 Congress Street, Boston, Massachusetts
02210-2805,
serves as each funds investment adviser. Mellon Investor
Services LLC has been retained to assist in the solicitation of
proxies at a cost of approximately $6,000 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 a funds account records and will be asked to
provide certain 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.
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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.
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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 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.
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The
Funds Adviser and Subadviser
The funds investment adviser is John Hancock Advisers,
LLC, 601 Congress Street, Boston, Massachusetts 02210. An
affiliate of the Adviser, MFC Global Investment Management
(U.S.) LLC, 101 Huntington Ave., Boston, Massachusetts 02119,
serves as subadviser to each fund.
19
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 BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
Dated: February 6, 2009
20
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:
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1.
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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;
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2.
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act as a liaison between the funds independent accountants
and the Board of Trustees; and
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3.
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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.
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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
21
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.
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:
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1.
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To approve, and recommend to the Board of Trustees for its
ratification and approval in accord with applicable law, the
selection, appointment and retention of an independent auditor
for each fund prior to the engagement of such independent
auditor and, at an appropriate time, its compensation. The
Committee should meet with the independent auditor prior to the
audit to discuss the planning and staffing of the audit. The
Committee should periodically consider whether, in order to
assure continuing auditor independence, there should be regular
rotation of the independent audit firm.
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2.
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To periodically review and evaluate the lead partner and other
senior members of the independent auditors team and
confirm the regular rotation of the lead audit partner and
reviewing partner as required by Section 203 of the
Sarbanes-Oxley Act.
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3.
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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.
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4.
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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.
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5.
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To meet with independent auditors, including private meetings,
as necessary, managements internal auditors, and the
funds senior management: (i) to review the
arrangements for and scope of the annual audit and any special
audits; (ii) to review, 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.
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6.
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With respect to any listed fund, to consider whether it will
recommend to the Board of Trustees that the audited financial
statements be included in a funds annual report. The Board
delegates to the 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
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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.
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7.
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To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their
auditing programs.
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8.
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To obtain and review, at least annually, a report by the
independent auditor describing: the firms internal
quality-control procedures; any material issues raised by the
most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and all
relationships between the independent auditor and each fund,
including the disclosures required by any applicable
Independence Standards Board Standard. The 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.
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9.
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To review with the independent auditor any problems that may be
reported to it arising out of a funds accounting, auditing
or financial reporting functions and managements response,
and to receive and consider reports on critical accounting
policies and practices and alternative treatments discussed with
management.
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10.
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To review securities pricing procedures and review their
implementation with management, managements internal
auditors, independent auditors and others as may be required.
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11.
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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.
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12.
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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.
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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:
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1.
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Compensation to any registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the fund.
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2.
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Compensation to any counsel, advisers, experts or consultants
engaged by the Committee under Paragraph J of this charter.
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3.
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Ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties.
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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
23
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
24
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:
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the receipt, retention and treatment of complaints received by a
fund regarding accounting, internal accounting controls or
auditing matters; and
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the confidential, anonymous submission by employees of the
investment adviser, administrator, principal underwriter or any
other provider of accounting-related services for a listed fund,
as well as employees of the fund (covered persons)
of concerns regarding questionable accounting or auditing
matters.
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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, 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.
25
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.
26
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
27
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:
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1.
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To consider and determine nominations of individuals to serve as
Trustees.
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2.
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To consider, as it deems necessary or appropriate, the criteria
for persons to fill existing or newly created Trustee vacancies.
The Committee shall use the criteria and principles set forth in
Annex A to guide its Trustee selection process.
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3.
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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.
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4.
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To consider and determine the duties and compensation of the
Chairman of the Board.
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5.
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To consider and recommend changes to the Board regarding the
size, structure, and composition of the Board.
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6.
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To evaluate, from time to time, and determine changes to the
retirement policies for the Independent Trustees, as appropriate.
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7.
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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.
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8.
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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.
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9.
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To consider, evaluate and make recommendations and necessary
findings regarding independent legal counsel and any other
advisers, experts or consultants, that may be engaged by the
Board of Trustees, by the Trustees who are not interested
persons as defined in the Investment Company Act of 1940
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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.
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10.
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To periodically review the Boards committee structure and
the charters of the Boards committees, and recommend to
the Board of Trustees changes to the committee structure and
charters as it deems appropriate.
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11.
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To coordinate and administer an annual self-evaluation of the
Board, which will include, at a minimum, a review of its
effectiveness in overseeing the number of funds in the fund
complex and the effectiveness of its committee structure.
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12.
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To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and
other matters as the Committee may deem necessary or appropriate.
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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
29
ANNEX A
General
Criteria
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1.
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Nominees should have a reputation for integrity, honesty and
adherence to high ethical standards.
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2.
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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.
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3.
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Nominees should have a commitment to understand the funds, and
the responsibilities of a trustee/director of an investment
company and to regularly attend and participate in meetings of
the Board and its committees.
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4.
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Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the
funds, including shareholders and the management company, and to
act in the interests of all shareholders.
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5.
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Nominees should not have, nor appear to have, a conflict of
interest that would impair their ability to represent the
interests of all the shareholders and to fulfill the
responsibilities of a director/trustee.
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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.
30
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:
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1.
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APPOINTMENT
OF ADVISER
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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.
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a. |
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.
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b. |
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 any 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 to time, reasonably request or as the
Adviser may deem helpful to the Fund, provided that the
expenses
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associated with any such materials furnished by the Adviser at
the request of the Fund shall be borne by the Fund.
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c. |
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.
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d. |
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 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
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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.
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3.
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EXPENSES
ASSUMED BY THE FUND
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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:
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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;
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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);
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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;
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d.
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Custodial Services. - The charges and expenses
of the custodian appointed by the Fund for custodial services;
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e.
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Accounting Fees. - The charges and expenses of
the independent accountants retained by the Fund;
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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;
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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;
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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;
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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;
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j.
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Stock Certificates. - The cost of stock
certificates, if any, representing shares of the Fund;
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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;
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m.
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Shareholders and Trustees Meetings. - Expenses
of shareholders and Trustees meetings;
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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;
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o.
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Interest. - Interest on borrowings;
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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
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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.
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4.
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COMPENSATION
OF ADVISER
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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
principal 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.
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.
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6.
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SUPPLEMENTAL
ARRANGEMENTS
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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.
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 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.
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.
34
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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; provided further, for the elimination of
doubt, the failure of shareholders of the Fund to approve a
proposed amendment to the Agreement is not a termination of the
Agreement with respect to the Fund and, in such event, the
Agreement shall continue with respect to the Fund as previously
in force and effect.
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).
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10.
|
PROVISION
OF CERTAIN INFORMATION BY ADVISER.
|
The Adviser will promptly notify the Fund in writing of the
occurrence of any of the following:
|
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a.
|
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.
|
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.
|
the chief executive officer or managing member of the Adviser or
the portfolio manager of the Fund changes.
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|
|
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.
This Agreement contains the entire understanding and agreement
of the parties.
35
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.
All notices required to be given pursuant to this Agreement
shall be 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.
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.
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 1940 Act, the latter
shall control.
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.
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|
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 (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
36
may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
|
|
a.
|
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.
|
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.
|
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.
|
37
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.
JOHN
HANCOCK
Name
JOHN HANCOCK ADVISERS, LLC
38
ATTACHMENT
5
EVALUATION BY EACH BOARD OF THE AGREEMENT UNDER
PROPOSAL TWO
At its meeting on December 8-9, 2008, each Board, including all
the Independent Trustees, approved: the proposed new form of
Advisory Agreement for both funds, as described in
Proposal Two.
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;
|
|
|
|
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;
|
|
|
|
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
|
|
|
|
comparative services rendered and comparative advisory fee rates.
|
Each Board believes that information relating to all these
factors is relevant to its evaluation of a funds advisory
agreements.
At its meeting on June 10, 2008, each Board approved the
annual continuation of the Advisory Agreements with respect to
each fund and considered each of the factors listed above. 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. 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, and is also
available on the Internet at www.jhfunds.com.
In evaluating the advisory agreements at its meeting on
June 10, 2008, the Board reviewed a broad range of
information requested for this purpose. This information
included:
|
|
|
|
(i)
|
the investment performance of each fund relative to a category
of relevant funds (the Category) and a peer group of comparable
funds (the Peer Group). The funds within each Category and Peer
Group were selected by Morningstar Inc. (Morningstar), an
independent provider of investment company data. Data typically
covered the period since each funds inception through
December 31, 2007;
|
|
|
(ii)
|
advisory and other fees incurred by, and the expense ratios of,
each fund relative to a Category and a Peer Group;
|
|
|
(iii)
|
the advisory fees of comparable portfolios of other clients of
the Adviser;
|
|
|
(iv)
|
the Advisers financial results and condition, including
its and certain of its affiliates profitability from
services performed for the funds;
|
|
|
(v)
|
breakpoints in each funds and the Peer Groups fees,
and information about economies of scale;
|
39
|
|
|
|
(vi)
|
the Advisers record of compliance with applicable laws and
regulations, with the funds investment policies and
restrictions, and with the applicable Code of Ethics, and the
structure and responsibilities of the Advisers compliance
department;
|
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|
(vii)
|
the background and experience of senior management and
investment professionals; and
|
|
|
(viii)
|
the nature, cost and character of advisory and non-investment
management services provided by the Adviser and its affiliates.
|
The key factors considered by the Board and the conclusions
reached are described below.
Nature, extent and quality of services
The Board considered the ability of the Adviser, based on its
resources, reputation and other attributes, to attract and
retain qualified investment professionals, including research,
advisory, and supervisory personnel. The Board considered the
investment philosophy, research and investment decision-making
processes of the Adviser. The Board considered the
Advisers execution of its oversight responsibilities. The
Board further considered the culture of compliance, resources
dedicated to compliance, compliance programs and compliance
records of the Adviser. In addition, the Board took into account
the non-advisory services provided to the fund by the Adviser
and its affiliates.
Based on the above factors, together with those referenced
below, the Board concluded that, within the context of its full
deliberations, the nature, extent and quality of the investment
advisory services provided to the fund by the Adviser supported
renewal of the advisory agreements.
Fund performance
The Board considered each funds performance results in
comparison to the performance of the Category, as well as the
funds Peer Group and benchmark index. The Board reviewed
the methodology used by Morningstar to select the funds in the
Category and the Peer Group.
The Board concluded that each funds investment process and
particular investments seemed consistent with the funds
investment objectives, strategy and style.
Investment advisory fee rates and expenses
The Board reviewed and considered the contractual investment
advisory fee rate payable by each fund to the Adviser for
investment advisory services in comparison to the advisory fees
for the Peer Group.
The Board received and considered expense information regarding
each funds various components, including advisory fees,
distribution and fees other than advisory and distribution fees,
including transfer agent fees, custodian fees, and other
miscellaneous fees (e.g., fees for accounting and legal
services). The Board considered comparisons of these expenses to
the Peer Group median. The Board also received and considered
expense information regarding each funds total operating
expense ratio and net expense ratio after waivers and
reimbursements.
The Adviser also discussed the Morningstar data and rankings,
and other relevant information, for each fund. Based on the
above-referenced considerations and other factors, the Board
concluded that the funds overall expenses supported the
re-approval of the advisory agreements.
Profitability
The Board received and considered a detailed profitability
analysis of the Adviser based on the advisory agreements, as
well as on other relationships between the funds and the Adviser
and its affiliates. The Board also considered a comparison of
the Advisers profitability to that of other similar
investment advisers whose profitability information is publicly
available. The Board concluded that, in light of the costs of
providing investment management and other services to the funds,
the profits and other ancillary benefits reported by the Adviser
were not unreasonable.
40
Economies of scale
The Board received and considered general information regarding
economies of scale with respect to the management of each fund,
including the funds ability to appropriately benefit from
economies of scale under the funds fee structure. The
Board recognized the inherent limitations of any analysis of
economies of scale, stemming largely from the Boards
understanding that most of the Advisers costs are not
specific to individual funds, but rather are incurred across a
variety of products and services.
Information about services to other clients
The Board also received information about the nature, extent and
quality of services and fee rates offered by the Adviser to
their other clients, including other registered investment
companies, institutional investors and separate accounts. The
Board concluded that each funds advisory fees were not
unreasonable, taking into account fee rates offered to others by
the Adviser, after giving effect to differences in services.
Other benefits to the Adviser
The Board received information regarding potential
fall-out or ancillary benefits received by the
Adviser and its affiliates as a result of their relationship
with the funds. Such benefits could include, among others,
benefits directly attributable to the relationship of the
Adviser with the fund and benefits potentially derived from an
increase in business of the Adviser as a result of their
relationship with the fund (such as the ability to market to
shareholders other financial products offered by the Adviser and
its affiliates).
The Board also considered the effectiveness of the
Advisers and the funds policies and procedures for
complying with the requirements of the federal securities laws,
including those relating to best execution of portfolio
transactions and brokerage allocation.
Other factors and broader review
As discussed above, the Board reviewed detailed materials
received from the Adviser as part of the annual re-approval
process. The Board also regularly reviews and assesses the
quality of the services that the fund receives throughout the
year. In this regard, the Board reviews reports of the Adviser
at least quarterly, which include, among other things, fund
performance reports and compliance reports. In addition, the
Board meets with portfolio managers and senior investment
officers at various times throughout the year.
December 2008 Meeting
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 Advisory
Agreement and proposed new form of Agreement, as described in
the proxy statement, and agreed that the new Advisory Agreement
structure would bring all advisory fee payment mechanics for the
John Hancock Fund Complex into conformity and will result
in greater administrative efficiencies for the funds
41
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 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.
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Fund
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|
|
Effective Date
|
|
|
Most Recent Shareholder
Approval
|
Bank and Thrift
|
|
|
July 21, 1994
|
|
|
July 21, 1994
|
Patriot Premium II
|
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|
May 6, 1992
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May 6, 1992
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|
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
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.
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Position with each
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Name
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Position with JHA
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Fund
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Principal Occupation
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James R. Boyle
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Chairman, Director
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Trustee
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President, JHLICO (U.S.A.)
|
Keith F. Hartstein
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President, Chief Executive Officer and Director
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President and Chief Executive Officer
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President and Chief Executive Officer, JHA
|
John G. Vrysen
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Executive Vice President, Chief Operating Officer and Director
|
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Chief Operating Officer
|
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Executive Vice President and Chief Operating Officer, JHA
|
John J. Danello
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Senior Vice President
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Vice President, Law
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Senior Vice President, JHA
|
Bruce Speca
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Chief Investment Officer
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Senior Vice President, Investments
|
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Chief Investment Officer, JHA
|
Jeffrey H. Long
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Chief Financial Officer
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None
|
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Chief Financial Officer, JHA
|
Francis V. Knox
|
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Chief Compliance Officer
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Chief Compliance Officer*
|
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Chief Compliance Officer, John Hancock Financial Services
|
Thomas M. Kinzler
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Chief Legal Counsel
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Secretary and Chief Legal Officer
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Chief Legal Counsel, JHA
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* |
|
Mr. Knox has been appointed each funds Chief
Compliance Officer by the Trustees, including a majority of the
Independent Trustees. |
42
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 for the fiscal year ended
October 31, 2008.
|
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Fund
|
|
|
Advisory Fees paid for FYE
10-31-08
|
|
Bank and Thrift
|
|
|
$
|
6,023,794
|
|
Patriot Premium II
|
|
|
$
|
7,272,240
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Other
Payments by the Funds to the Adviser
Each fund has an administration agreement with the Adviser to
perform necessary tax, accounting and legal services for the
fund. The following table provides information about the rate of
compensation that each fund pays for such services, and the
amount paid for the fiscal year ended October 31, 2008.
|
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Fund
|
|
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Annual Rate of
Compensation
|
|
|
Amount paid for FYE
10-31-08
|
|
Bank and Thrift
|
|
|
0.25% of average weekly managed assets*
|
|
|
$
|
523,808
|
|
Patriot Premium II
|
|
|
0.10% of average weekly managed assets
|
|
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$
|
843,708
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* |
|
The Adviser has historically reduced this fee to 0.10%. |
43
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.
Bank and Thrift
Compensation of the Adviser. For all services to be
rendered and expenses paid or assumed by you as herein provided,
the Fund will pay you monthly [to be changed to
daily], a fee equal to 1.15% annually of the
Funds average weekly [to be changed to daily]
net assets. No compensation by the Fund to the Adviser as
described in this paragraph 6 shall accrue or be payable by
the Fund prior to the initial closing of the public offering of
the Funds shares pursuant to a registration statement on
Form N-2
filed under the Securities Act of 1933, as amended.
Patriot Premium II
Compensation of the Adviser. For all services to be
rendered, facilities furnished and expenses paid or assumed by
you as herein provided, the Fund will pay you monthly [to be
changed to daily], a fee equal to .50 of 1% annually
of the Funds averaged weekly [to be changed to
daily] managed assets plus 5% of the Funds
weekly [to be changed to daily] gross income. The
Adviser and the Fund acknowledge that the Adviser is also
furnishing to the Fund office space, facilities, equipment and
personnel under an Administrative Agreement of even date for
which it receives separate compensation.
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
principal amount of any debt securities issued by the Fund,
and/or the
liquidation preference of ay 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.
44
Comparable
Funds
The following table provides information about other funds
managed by the Adviser that have the same investment objectives
and policies as Patriot Premium II, as well as the size of each
such other fund, the fee rate payable to the Adviser, and
whether the Adviser has agreed to waive or reduce a portion of
its fee. The Adviser does not manage any other funds that are
comparable to Bank and Thrift.
Patriot
Preferred II
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Fee rate
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Fund managed assets
|
|
|
(as a percentage of average
|
|
Comparable Fund
|
|
as of September 30,
2008(a)
|
|
|
weekly managed
assets)(b)
|
|
|
|
|
John Hancock Preferred Income Fund
|
|
$
|
504,178,677
|
|
|
|
0.75
|
% (a)(b)
|
John Hancock Preferred Income Fund II
|
|
$
|
413,189,680
|
|
|
|
0.75
|
% (a)(b)
|
John Hancock Preferred Income Fund III
|
|
$
|
552,376,052
|
|
|
|
0.75
|
% (a)(b)
|
|
|
|
(a)
|
|
Includes assets attributable to
leverage.
|
|
(b)
|
|
The Adviser has contractually
agreed to limit 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.
|
45
Thank
You
for
mailing
your proxy
card promptly!
P92PX 2/09
Please mark your votes as indicated in X this example
JOHN HANCOCK BANK AND THRIFT
OPPORTUNITY FUND
1. Election of Trustees :
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
( 0 1) Deborah C. Jackson, 0 ( 4) John A.
Moore, ( 0 2) Charles L. Ladner, ( 0 5)
Gregory A. Russo, 0 ( 3) Stanley Martin, 0
( 6) John G. Vrysen
FOR AGAINST AB
S TAIN
FOR WIT HHOLD FOR ALL *To withhold autho rit y to vote for an individ ual 2. To adopt
a new fo rm of n i vestment advisory ALL FOR ALL NOMINEES nominee, please mark the E
xceptio ns box and agreement.
NOMIN EES NOMI NEES *EXCEPT indicate the number of
the trus e t es t o wi t h hold authority o t vote
for.
Specify your vo te by marking h t e ap propriate spaces. If no specification is made, this proxy
will be voted for h t e proposals n i the proxy statement. The persons named as proxies have
discretionary authority, which t h ey in tend o t exercise in f a vor of h t e proposals r e ferred
to and accord ing t o h t eir best ju dgmen t as t o any other matters which may properly come
before the meeting.
Please be sure to sign and date th is Proxy.
Mark Here for
Address Change or
Comments
SE E REVERSE
Signature Date Sig nature Date |
FOLD AND DETACH HERE
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF N I TERNET OR TELEPHONE VOTING, BOTH ARE AVAILABLE
24 HOURS A DAY, 7 DAYS A WEEK.
Internet and e t le phone voting is available through 11:59 PM Eastern Time the
day prior to the annual meetin g day.
IN TERNET
http:/
www.proxyvoting.com/
bto
Use the Internet to
vote your proxy. Have
your proxy card in
hand when you
JOHN HANCOCK BANK AND THRIF T access the web site .
OPPORTUNITY FUND
OR
TELEPHONE 1-866-540-5760 |
Use any t o uch-tone
telephone to vote your
proxy. Have your proxy
card in hand when you
cal .
If you vote your proxy by
Inter net or by
telephone, you do NOT
need o t mail back your
proxy card.
To vote by mail, mar k,
sign and date your proxy
card and return t i n i
the enclosed postage-paid
envelope.
Your Internet or tele
phone vote auth oriz es
the named proxies
m I portant notice regarding the Internet availa bility of to vote your shares in the same
manner as if you marked,
signed and returned your
proxy card.
proxy materials for the Annual Meeting of shareholders
The Proxy Statement and t h e 2008 Annual Report to Stockholders
are available at: http://bnymellon.mobular.net/bnymellon/bto |
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Annual Meeting of Shareholders April 14, 2009
The undersigned shareholder of John Hancock Bank and Thrift Opportunity Fund ( Fund) hereby
appoints KEITH F. HARTSTEIN, GORDON M. SHONE and THOMAS M. KINZLER, and each of them singly,
proxies and attorneys of the undersig ned, with full power of substitutio n to each, o f r and n i
the name of the undersigned, to vote and act upon al matters at t h e Annual Meeting of
Shareholders of the Fund o t be held on Tuesday, April 14, 2009 at the offices of t h e Fund, 601
Congress Street, Boston, Massachusetts 02210, at 10:30 a.m., Eastern it me, and at any and all
adjournments h t ereof, in respect of all common shares of t h e Fund held by h t e undersig ned or
in respect of which h t e undersig ned would be entitled to vote or act, with al powers the
undersigned would possess f i personally present. All proxies previously given by the undersigned
n respect of said meeting are hereby revoked.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
(Continued and t o be marked, dated and signed, on h t e other side) |
BNY ME LLON SHAREOWNER SERVIC ES
Address Change/Comments P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606 -9250
(Mark the corresponding box on the reverse side)
Please complete, sign, date and return t h is proxy n
i h t e enclosed envelope as soon as possible. Please
sign exactly as your name or names appear n i h t e
box on the r e verse. When signing as Attorney,
Executor, Administrator, Trustee or Guardian, please
give your u f ll title as such. f I a corporation,
please sign n i u f ll corporate name by president or
other authorized officer. f I a partnership, please
sign n i partnership name by authorized person.
FOLD AND DETACH HERE |
Bny mellon
Shareowner services |
Welcome to the
John Hancock Bank and Thrift Opportunity Fund
2009 Proxy Voting Site
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
Annual Meeting of Shareholders
April 14, 2009
April 14, 2009 The undersigned shareholder of John Hancock Bank and Thrift
Opportunity Fund (Fund) hereby appoints KEITH F. HARTSTEIN, GORDON M.
SHONE and THOMAS M. KINZLER, and each of them singly, proxies and attorneys
of the undersigned, with full power of substitution to each, for and in the
name of the undersigned, to vote and act upon all matters at the Annual
Meeting of Shareholders of the Fund to be held on Tuesday, April 14, 2009
at the offices of the Fund, 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 Fund held by the
undersigned or in respect of which the undersigned would be entitled to
vote or act, with all powers the undersigned would possess if personally
present. All proxies previously given by the undersigned in respect of said
meeting are hereby revoked.
Click here to continue to the secure voting site.
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Bny mellon
Shareowner services |
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Bny mellon
Shareowner services |
To Vote Separately On Each Proposal for John Hancock Bank
and Thrift Opportunity Fund Check The Boxes Below: |
The Board of Trustees recommends a vote
For Proposals 1 and 2. |
For All Withhold All For All Except |
To adopt a new form of investment advisory agreement. |
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Bny mellon
Shareowner services |
JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND THANKS FOR VOTING
ELECTRONICALLY |
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Mellon Shareowner Services within 24 hours. It is not necessary for you to
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