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CEO corner
To Our Shareholders,
Volatility returned to the U.S. stock market in the 12-month period ended October 31, 2007; however, stocks still posted a strong gain of 14.56%, as measured by the Standard & Poor's 500 Index. The market experienced a
particularly sharp downturn in August, as the subprime mortgage market's woes increased. Rising defaults and an ensuing credit crunch caused heightened fears about their potential impact on U.S. economic growth. Foreign markets felt some ripple
effects from the subprime issue, but they continued nonetheless to benefit from solid economic growth and outperformed the U.S. market in this period.
During this period of volatility, the U.S. stock market also passed a signifi-cant milestone - the broad Standard & Poor's 500 Index climbed beyond the record it had set seven years ago. From its peak in March 2000, the
stock market spiraled downward three consecutive years, bottoming in 2002. The upturn began in 2003, and the market has advanced each year since, finally setting a new high for the first time on May 30, 2007. During that period, the S&P 500
Index experienced five significant short-term sell-offs of 6% or more, with the August subprime-induced meltdown being the most recent.
This nearly complete market cycle highlights the importance of two investment principles you have heard us speak of often: diversification and patience. By allocating your investments among different asset classes,
investment styles and portfolio managers, you are likely to be well represented through all phases of a complete market cycle, with the winners helping to cushion the fall of the losers.
The challenge for investors with a diversified portfolio is to properly evaluate your investments to tell the difference between an underperforming manager and an out-of-favor style, while also understanding the role each
investment plays in your portfolio. That's where your financial professional can provide true value. He or she can help you make those assessments and also counsel patience, because a properly diversified portfolio by its very nature will typically
have something lagging or out of favor - a concept that can be difficult to live with, but necessary to embrace. If everything in your portfolio is "working," then you are not truly diversified, but rather are leveraged to the current market and the
flavor of the day. If so, you are bound to be out of step in the near future.
The recent volatility in the securities markets has prompted many investors to question how long this type of market cycle will last. History tells us it will indeed end and that when it does, today's leaders may well turn
into laggards and vice versa. The subprime mortgage market woes are just the latest example of why investors should be both patient and well-diversified. For with patience and a diversified portfolio, it could be easier to weather the market's
twists and turns and reach your long-term goals.
Sincerely,
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811- 22056
John Hancock Tax-Advantaged Global Shareholder Yield Fund
(Exact name of registrant as specified in charter)
601 Congress Street, Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)
Alfred P. Ouellette
Senior Counsel and Assistant Secretary
601 Congress Street
Boston, Massachusetts 02210
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-663-4324
Date of fiscal year end:
October 31
Date of reporting period:
October 31, 2007
ITEM 1. REPORT TO SHAREHOLDERS.
TABLE OF CONTENTS
Your fund at a glance
page 1
Managers' report
page 2
Fund's investments
page 6
Financial statements
page 10
Notes to financial
statements
page 14
Trustees and officers
page 29
For more information
page 36
Keith F. Hartstein,
President and Chief Executive Officer
This commentary reflects the CEO's views as of October 31, 2007. They are subject to change at any time.
Your fund at a glance
The Fund seeks to provide total return consisting of a high level of current income and gains and long-term capital appreciation. The Fund will seek to achieve favorable after-tax returns by seeking to minimize the federal income tax consequences on income and gains generated. Under normal market circumstances, the Fund will invest at least 80% of its total assets in a diversified portfolio of dividend-paying stocks located throughout the world.
Since inception
► Stocks performed well despite the U.S. housing slowdown and subprime credit crunch; global economic growth remained healthy.
► We invest in companies throughout the world with a history of attractive dividend yields and positive growth in free cash flow to provide tax-advantaged income and capital appreciation potential in a globally diversified portfolio.
► Many of the portfolio's leading contributors to return were telecommunication firms, while a number of notable detractors were consumer discretionary stocks sensitive to a slowdown in the U.S. economy.
John Hancock Tax-Advantaged Global Shareholder Yield Fund
Fund performance from inception September 26, 2007, through October 31, 2007.
The total returns for the Fund include the reinvestment of all distributions. The performance data contained within this material represents past performance, which does not guarantee future results.
Top 10 issuers
Southern Co. | 3.9% | ONEOK, Inc. | 2.1% | ||
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General Electric Co. | 2.6% | UST, Inc. | 2.1% | ||
|
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Vodafone Group PLC | 2.2% | National Grid PLC | 2.1% | ||
|
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Fairfax Media Ltd. | 2.2% | Enel SpA | 2.1% | ||
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Terna Rete Elettrica Nazionale | 2.1% | Altria Group, Inc. | 2.1% | ||
|
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As a percentage of net assets on October 31, 2007.
1
Managers' report
John Hancock
Tax-Advantaged Global Shareholder Yield Fund
Stocks managed solid returns during the brief reporting period from the Fund's September 26, 2007, inception to its October 31, 2007, annual reporting date. For the period, the S&P/Citigroup Broad Market Index-World Equity Index rose 4.54% . Stock returns were powered by rate cuts and signs of central bank support to limit the impact of the summer credit crisis on global growth.
Indeed, tighter credit standards and lower home prices called into question future growth estimates for the United States economy. As a result, U.S. stocks were among the poorest-performing segments of the World Equity Index. But despite concern about the United States, economies in Europe and Asia appeared to be healthy. Rapid growth was also evident among many emerging-market countries, which are benefiting from internally driven growth and higher prices for their commodity exports. As a result, emerging-market shares outperformed those of developed economies for the brief period.
Performance
From the Fund's September 26, 2007, inception to October 31, 2007, John Hancock Tax-Advantaged Global Shareholder Yield Fund posted total returns of 2.51% at net asset value (NAV) and 1.00% at market value. The difference in the Fund's NAV performance and its market
SCORECARD
INVESTMENT | PERIOD'S PERFORMANCE... AND WHAT'S BEHIND THE NUMBERS | |
France Telecom | ▲ | Distributor of iPhone in France continued expansion into |
emerging markets | ||
Vodafone Group | ▲ | World's leading mobile phone provider enjoying strong growth in |
emerging markets | ||
GateHouse Media | ▼ | Performance hurt by reduced valuations in the economically sensitive |
newspaper publishing sector |
2
From the Portfolio Management Teams Epoch Investment Partners, Inc. Analytic Investors, Inc. |
performance stems from the fact that the market share price is subject to the dynamics of secondary market trading, which could cause it to trade at a discount or premium to the Fund's NAV share price at any time.
The Fund's performance compares with the 4.54% return of the S&P/Citigroup Broad Market Index-World Equity Index and the 5.14%return of the average closed-end world stock fund tracked by Morningstar, Inc. The Fund trailed its benchmark and the Morningstar peer group average because our investment strategy leads us to higher-quality, dividend-paying, often defensive-type stocks, which trailed the higher-risk names that performed well in the wake of the Federal Reserve'sinterest rate cuts. Also keep in mind that your net asset value return will be different from the Fund's performance if you were not invested for the entire period and did not reinvest all Fund distributions.
"Stocks managed solid returns during the brief reporting period from the Fund's September 26, 2007, inception to its October 31, 2007, annual reporting date." |
Process
Our goal is to give shareholders a globally diversified portfolio offering an attractive yield and growth potential in a tax-advantaged investment vehicle. To do that, we combine an underlying portfolio of attractively valued dividend-paying stocks with a strategy of writing (selling) call options on stock indexes to generate additional income. We believe this is a compelling investment strategy in an environment where earnings growth and dividends are likely to represent a larger portion of equity returns going forward. That's because we believe the contribution to return from price/earnings multiple expansion (the third component of stock returns) is likely to diminish over time given the prevailing economic and interest rate backdrop.
Tax-Advantaged Global Shareholder Yield Fund
3
In terms of the stocks in the underlying portfolio, we search the globe for firms generating strong free cash flow that is used to maximize shareholder yield through dividend payouts, share buybacks or debt pay-downs.
With respect to the options component, we write (sell) calls on stock indexes - by which we receive additional cash flow from the options premium, with the trade-off of less participation in the index's future appreciation potential. We believe this is an attractive way to enhance yield while still retaining the potential for some price appreciation because our calls cover less than 50% of the value of the portfolio, and we carefully manage the call option's strike price with the goal of maximizing our options premium income. We also enhance portfolio yield by using dividend rolls, which involves buying and selling dividend paying stocks around their ex-dividend dates to capture their income payouts.
"Our goal is to give shareholders a globally diversified portfolio offering an attractive yield and growth potential in a tax-advantaged investment vehicle." |
Leading detractors
Looking at the portfolio, stocks sensitive to the health of the U.S. consumer underperformed. Examples of this in the portfolio include Idearc, Inc., a telephone directory business, and GateHouse Media, Inc., a local newspaper publishing concern, both of which struggled on concerns related to future advertising spending. Despite their decline in price, we believe the stocks are attractive for their cash flow generation and that they will continue to make their projected dividend payments.
Key contributors
The portfolio's focus on free cash flow and dividend yield naturally points it toward telecommunication services, which was home to several of the portfolio's leading contributors to return, including Vodafone Group PLC and France Telecom SA. Generally speaking, these companies are attractive because of their strong free cash flow and significant dividend payments.
SECTOR DISTRIBUTION1 | |
| |
Telecommunication | |
services | 20% |
Utilities | 20% |
Energy | 14% |
Financials | 8% |
Industrials | 8% |
Consumer discretionary | 7% |
Consumer staples | 7% |
Materials | 6% |
Health care | 5% |
Information technology | 4% |
Tax-Advantaged Global Shareholder Yield Fund
4
Options component detracted
The options component detracted from performance during the period, led by written calls on precious metals stocks, whose index prices rose higher than the strike price we contracted for, so we needed to pay out some of the options income to settle our options position. Our calls on large-cap cyclical stocks and small- and mid-cap shares were the largest positive contributors. It's also worth noting that the sharp increase in volatility in the market in recent months means that the Fund is likely to have greater flexibility and more opportunities to meet its yield objectives going forward, because option premiums typically are greater in volatile markets.
Outlook
Going forward, we expect an increase in home loan defaults and foreclosures in the U.S. to lead to tighter lending standards and declining consumer sentiment. This is likely to weigh on consumer spending, the job market and, ultimately, on U.S. economic growth. Against that backdrop, we would expect financial market volatility to continue. But while U.S. growth is likely to slow, the global economy appears on solid footing. Regional economies are growing at a healthy clip, and rising living standards for literally billions of people around the globe remain a key support for growth going forward. It is our belief that a global focus on high-quality companies with superior shareholder yield characteristics - abundant free cash flow with a history of creating shareholder value - can give positive performance in these uncertain times.
This commentary reflects the views of the portfolio managers through the end of the Fund's period discussed in this report. The managers' statements reflect their own opinions. As such, they are in no way guarantees of future events and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.
International investing involves special risks such as political, economic and currency risks and differences in accounting standards and financial reporting.
1 As a percentage of net assets on October 31, 2007.
Tax-Advantaged Global Shareholder Yield Fund
5
Fund's investments
Securities owned by the Fund on 10-31-07
This schedule is divided into two main categories: common stocks and preferred stocks. Common stocks and preferred stocks are further broken down by country.
Issuer | Shares | Value |
| ||
Common stocks 96.87% | $165,935,878 | |
(Cost $160,763,635) | ||
Australia 5.26% | 9,009,532 | |
Fairfax Media, Ltd. (Publishing) (F) | 843,000 | 3,725,060 |
Insurance Australia Group Ltd. (Property & Casualty Insurance) (F) | 776,700 | 3,399,559 |
St. George Bank, Ltd. (Diversified Banks) (F) | 55,500 | 1,884,913 |
Austria 1.13% | 1,938,347 | |
Telekom Austria AG (Integrated Telecommunication Services) (C) | 67,400 | 1,938,347 |
Belgium 3.01% | 5,165,456 | |
Belgacom SA (Integrated Telecommunication Services) (C) | 74,400 | 3,560,913 |
Fortis (Other Diversified Financial Services) (C) | 23,500 | 753,775 |
InBev NV (Brewers (C) | 9,000 | 850,768 |
Canada 3.12% | 5,353,233 | |
Manitoba Telecom Services, Inc. (Integrated Telecommunication | ||
Services) (F) | 68,900 | 3,409,455 |
TransAlta Corp. (Independent Power Producers & Energy Traders) (F) | 54,300 | 1,943,778 |
China 0.68% | 1,172,106 | |
PetroChina Co., Ltd., Class H (Integrated Oil & Gas) (F) | 454,000 | 1,172,106 |
Finland 0.59% | 1,016,254 | |
Fortum Oyj (Electric Utilities) (C) | 23,400 | 1,016,254 |
France 3.26% | 5,583,420 | |
France Telecom SA (Integrated Telecommunication Services) (C) | 78,000 | 2,880,878 |
PagesJaunes Groupe SA (Publishing) (C) | 40,800 | 901,716 |
Vivendi Universal SA (Movies & Entertainment) (C) | 39,900 | 1,800,826 |
Germany 1.11% | 1,893,700 | |
RWE AG (Multi-Utilities) (C) | 13,900 | 1,893,700 |
Italy 7.23% | 12,378,269 | |
Arnoldo Mondadori Editore SpA (Publishing) (C) | 176,500 | 1,745,731 |
Enel SpA (Electric Utilities) (C) | 299,000 | 3,580,682 |
Eni SpA, ADR (Integrated Oil & Gas) (F) | 22,700 | 1,658,916 |
Telecom Italia SpA (Integrated Telecommunication Services) (C) | 551,600 | 1,726,327 |
Terna Rete Elettrica Nazionale (Electric Utilities) (C) | 936,600 | 3,666,613 |
Korea 1.04% | 1,774,715 | |
KT&G Corp. (Tobacco) (F) | 22,000 | 1,774,715 |
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
6
F I N A N C I A L S T A T E M E N T S
Issuer | Shares | Value |
| ||
New Zealand 1.03% | $1,759,592 | |
Telecom Corporation of New Zealand, Ltd., ADR (Integrated | ||
Telecommunication Services) (F) | 104,800 | 1,759,592 |
Norway 1.55% | 2,660,272 | |
Statoil ASA, ADR (Integrated Oil & Gas) (F) | 48,400 | 1,649,472 |
Veidekke ASA (Construction and Engineering) (F) | 96,100 | 1,010,800 |
Philippines 0.55% | 939,820 | |
Philippine Long Distance Telephone Co., SP ADR (Wireless | ||
Telecommunication Services) (F) | 13,700 | 939,820 |
Sweden 1.09% | 1,870,733 | |
Swedish Match AB (Tobacco) (F) | 83,600 | 1,870,733 |
Taiwan 0.99% | 1,695,462 | |
Far EasTone Telecommunications Co., Ltd. (Wireless Telecommunication | ||
Services) (F) | 1,364,000 | 1,695,462 |
United Kingdom 9.36% | 16,032,499 | |
Barclays PLC (Diversified Banks) (F) | 67,100 | 848,449 |
Diageo PLC, ADR (Distillers and Vintners) (F) | 8,700 | 798,225 |
GKN PLC (Auto Parts & Equipment) (F) | 116,800 | 893,187 |
Legal & General Group PLC (Life & Health Insurance) (F) | 632,400 | 1,844,479 |
Lloyds TSB Group PLC (Diversified Banks) (F) | 77,400 | 878,401 |
National Grid PLC (Multi-Utilities) (F) | 217,300 | 3,590,970 |
Tomkins PLC (Industrial Conglomerates) (F) | 738,000 | 3,416,745 |
Vodafone Group PLC (Wireless Telecommunication Services) (F) | 955,600 | 3,762,043 |
United States 55.86% | 95,692,468 | |
Altria Group, Inc. (Tobacco) | 48,900 | 3,566,277 |
AT&T, Inc. (Integrated Telecommunication Services) | 79,100 | 3,305,589 |
Automatic Data Processing, Inc. (Data Processing & Outsourced Services) | 36,000 | 1,784,160 |
Ball Corp. (Metal & Glass Containers) | 61,500 | 3,049,170 |
Bank of America Corp. (Other Diversified Financial Services) | 16,600 | 801,448 |
Bristol-Myers Squibb Co. (Pharmaceuticals) | 117,300 | 3,517,827 |
CBS Corp. (Class B) (Broadcasting & Cable TV) | 54,200 | 1,555,540 |
Citizens Communications Co. (Integrated Telecommunication Services) | 244,700 | 3,220,252 |
ConocoPhillips (Integrated Oil & Gas) | 37,500 | 3,186,000 |
DaVita, Inc. (Health Care Services) (I) | 13,700 | 893,103 |
Diamond Offshore Drilling, Inc. (Oil & Gas Drilling) | 7,600 | 860,548 |
Duke Energy Corp. (Electric Utilities) | 178,900 | 3,429,513 |
E.I. du Pont de Nemours & Co. (Diversified Chemicals) | 67,700 | 3,351,827 |
GateHouse Media, Inc. (Publishing) | 127,900 | 1,469,571 |
General Electric Co. (Industrial Conglomerates) | 81,100 | 3,338,076 |
General Maritime Corp. (Oil & Gas Storage & Transportation) | 29,800 | 839,764 |
Great Plains Energy, Inc. (Electric Utilities) | 117,000 | 3,491,280 |
Idearc, Inc. (Publishing) | 106,000 | 2,859,880 |
Iowa Telecommunications Services, Inc. (Integrated | ||
Telecommunication Services) | 83,800 | 1,652,536 |
Merck & Co., Inc. (Pharmaceuticals) | 32,000 | 1,864,320 |
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
7
F I N A N C I A L S T A T E M E N T S
Issuer | Shares | Value | |
| |||
United States (continued) | |||
ONEOK, Inc. (Gas Utilities) | 73,200 | $3,655,608 | |
Packaging Corp of America (Paper Packaging) | 61,600 | 1,961,344 | |
Pfizer, Inc. (Pharmaceuticals) | 68,500 | 1,685,785 | |
Progress Energy, Inc. (Electric Utilities) | 70,300 | 3,374,400 | |
Reynolds American, Inc. (Tobacco) | 52,900 | 3,408,347 | |
Southern Co. (Electric Utilities) | 181,400 | 6,650,124 | |
Southern Copper Corp. (Diversified Metals & Mining) | 20,300 | 2,835,910 | |
Spectra Energy Corp. (Oil & Gas Storage & Transportation) | 130,900 | 3,400,782 | |
TECO Energy, Inc. (Multi-Utilities) | 206,100 | 3,468,663 | |
The Laclede Group, Inc. (Gas Utilities) | 25,400 | 883,666 | |
U.S. Bancorp. (Diversified Banks) | 26,300 | 872,108 | |
UST, Inc. (Tobacco) | 68,300 | 3,641,756 | |
Verizon Communications, Inc. (Integrated | |||
Telecommunication Services) | 75,800 | 3,492,106 | |
Westar Energy, Inc. (Electric Utilities) | 67,800 | 1,804,836 | |
WGL Holdings, Inc. (Gas Utilities) | 99,600 | 3,378,432 | |
Windstream Corp. (Integrated Telecommunication Services) | 233,600 | 3,141,920 | |
Credit | |||
Issuer, description | rating (A) | Shares | Value |
| |||
Preferred stocks 2.56% | $4,381,354 | ||
(Cost $4,359,782) | |||
United States 2.56% | 4,381,354 | ||
Bank of America Corp., 6.50% | |||
(Diversified Financial Services) | AA- | 33,800 | 836,550 |
Comcast Corp., 7.00%, Ser B | |||
(Broadcasting & Cable TV) | BBB+ | 51,300 | 1,270,188 |
General Electric Capital Corp., | |||
6.00% (Diversified Financial Services) | AAA | 47,200 | 1,146,016 |
Wells Fargo Capital Trust IV, | |||
7.00% (Diversified Banks) | AA- | 45,000 | 1,128,600 |
Total investments (Cost $165,123,417) 99.43% | $170,317,232 | ||
Other assets and liabilities, net 0.57% | $978,276 | ||
Total net assets 100.00% | $171,295,508 |
The percentage shown for each investment category is the total value of that category, as a percentage of the net assets.
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
8
F I N A N C I A L S T A T E M E N T S
Notes to Schedule of Investments
ADR American Depositary Receipt
(A) Credit ratings are unaudited and are rated by Moody's Investors Service where Standard & Poor's ratings are not available unless indicated otherwise.
(C) The security is euro-denominated.
(F) The security is U.S. dollar-denominated.
(I) Non-income-producing security.
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
9
F I N A N C I A L S T A T E M E N T S
Financial statements
Statement of assets and liabilities 10-31-07
This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value for each common share.
Assets | |
| |
Investments at value (cost $165,123,417) | $170,317,232 |
Cash | 3,729,238 |
Foreign currency at value (cost $9,010) | 9,075 |
Receivable for investments sold | 4,438,956 |
Dividends receivable | 350,145 |
Other assets | 26,942 |
Total assets | 178,871,588 |
Liabilities | |
| |
Payable for investments purchased | 4,187,383 |
Payable for options written, at value (premiums received $1,656,496) | 2,957,520 |
Payable to affiliates | |
Management fees | 4,644 |
Other | 3,753 |
Other payables and accrued expenses | 422,780 |
Total liabilities | 7,576,080 |
Net assets | |
| |
Common shares capital paid-in | 166,658,621 |
Accumulated net realized gain on investments, options written and | |
foreign currency transactions | 739,655 |
Net unrealized appreciation of investments, options written and | |
translation of assets and liabilities in foreign currencies | 3,897,232 |
Net assets applicable to common shares | $171,295,508 |
Net asset value per common share | |
| |
Based on 8,750,000 shares of beneficial interest outstanding - unlimited | |
number of shares authorized with no par value | $19.58 |
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
10
F I N A N C I A L S T A T E M E N T S
Statement of operations For the period ended 10-31-071
This Statement of Operations summarizes the Fund's investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated.
Investment income | |
| |
Dividends (net of foreign withholding taxes of $5,836) | $372,335 |
Interest | 26,113 |
Total investment income | 398,448 |
Expenses | |
| |
Investment management fees (Note 2) | 166,298 |
Accounting and legal services fees (Note 2) | 3,753 |
Professional fees | 36,875 |
Custodian fees | 8,918 |
Registration and filing fees | 7,240 |
Printing fees | 6,521 |
Transfer agent fees | 4,816 |
Trustees' fees | 797 |
Miscellaneous | 7,911 |
Total expenses | 243,129 |
Less expense reductions (Note 2) | (26,942) |
Net expenses | 216,187 |
Net investment income | 182,261 |
Realized and unrealized gain (loss) | |
| |
Net realized gain (loss) on | |
Investments | 158,399 |
Options written | 581,256 |
Foreign currency transactions | (298,640) |
441,015 | |
Change in net unrealized appreciation (depreciation) of | |
Investments | 5,193,815 |
Options written | (1,301,024) |
Translation of assets and liabilities in foreign currencies | 4,441 |
3,897,232 | |
Net realized and unrealized gain | 4,338,247 |
Increase in net assets from operations | $4,520,508 |
1 Commencement of operations period from 9-26-07 to 10-31-07.
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
11
F I N A N C I A L S T A T E M E N T S
Statement of changes in net assets
These Statements of Changes in Net Assets show how the value of the Fund's net assets has changed during the last period. The difference reflects earnings less expenses, any investment gains and losses, distributions, if any, paid to shareholders and the net of Fund share transactions.
Period | |
ended1 | |
10-31-07 | |
Increase in net assets | |
| |
From operations | |
Net investment income | $182,261 |
Net realized gain | 441,015 |
Change in net unrealized appreciation (depreciation) | 3,897,232 |
Increase in net assets resulting from operations | 4,520,508 |
From Fund share transactions (Note 4) | 166,775,000 |
Total increase | 171,295,508 |
Net assets | |
| |
Beginning of period | -- |
End of period | $171,295,508 |
1 Commencement of operations period from 9-26-07 to 10-31-07.
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
12
F I N A N C I A L S T A T E M E N T S
Financial highlights
The Financial Highlights show how the Fund's net asset value for a share has changed since inception.
COMMON SHARES
Period ended | 10-31-071 |
Per share operating performance | |
| |
Net asset value, beginning of period | $19.102 |
Net investment income3 | 0.02 |
Net realized and unrealized | |
gain on investments | 0.50 |
Total from investment operations | 0.52 |
Capital charges | |
Offering costs related | |
to common shares | (0.04) |
Net asset value, end of period | $19.58 |
Per share market value, end of period | $20.20 |
Total return at NAV4,5,6 (%) | 2.517 |
Total return at market value4,6 (%) | 1.007 |
Ratios and supplemental data | |
| |
Net assets applicable | |
to common shares, end of period | |
(in millions) | $171 |
Ratio of net expenses to average | |
net assets (%) | 1.308 |
Ratio of gross expenses to average | |
net assets (%) | 1.468.9 |
Ratio of net investment income | |
to average net assets (%) | 1.108 |
Portfolio turnover (%) | 37 |
1 Commencement of operations period from 9-26-07 to 10-31-07.
2 Reflects the deduction of a $0.90 per share sales load.
3 Based on the average of the shares outstanding.
4 Assumes dividend reinvestment and a purchase at $20.00 per share on the inception date and a sale at the current market price on the last day of the period.
5 Total return would have been lower had certain expenses not been reduced during the period shown.
6 Total return based on net asset value reflects changes in the Fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that dividend and capital gain distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares traded during the period.
7 Not annualized.
8 Annualized.
9 Does not take into consideration expense reductions during the period shown.
See notes to financial statements
Tax-Advantaged Global Shareholder Yield Fund
13
Notes to financial statements
Note 1 Accounting policies
John Hancock Tax-Advantaged Global Shareholder Yield Fund (the Fund) is a newly organized, diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).
Significant accounting policies
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund:
Security valuation
The net asset value of the shares of the Fund is determined daily as of the close of the New York Stock Exchange (NYSE), normally at 4:00 p.m., Eastern Time. Short-term debt investments that have a remaining maturity of 60 days or less are valued at amortized cost, and thereafter assume a constant amortization to maturity of any discount or premium, which approximates market value. All other securities held by the Fund are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) as of the close of business on the principal securities exchange (domestic or foreign) on which they trade or, lacking any sales, at the closing bid price. Securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Securities for which there are no such quotations, principally debt securities, are valued based on the valuation provided by an independent pricing service, which utilizes both dealer-supplied and electronic data processing techniques, which take into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data.
Other assets and securities for which no such quotations are readily available are valued at fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees. Generally, trading in non-U.S. securities is substantially completed each day at various times prior to the close of trading on the NYSE. The values of such securities used in computing the net asset value of a Fund's shares are generally determined as of such times. Occasionally, significant events that affect the values of such securities may occur between the times at which such values are generally determined and the close of the NYSE. Upon such an occurrence, these securities will then be valued at their fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Trustees.
Foreign currency translations
The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing exchange rates at period end. Purchases and sales of investment securities, income and expenses are translated into U.S. dollars at the prevailing exchange rates on the respective dates of the transactions.
Net realized and unrealized gains and losses on foreign currency transactions represent net gains and losses between trade and settlement dates on securities transactions, the disposition of forward foreign currency exchange contracts and foreign currencies, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is
Tax-Advantaged Global Shareholder Yield Fund
14
not separately disclosed but is included with net realized and unrealized gain/appreciation and loss/depreciation on investments.
Investment transactions
Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment security transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date net of foreign withholding taxes. Certain dividends from foreign securities may be recorded subsequent to the ex-dividend date as soon as the Fund is informed of such dividends. Realized gains and losses from investment transactions are recorded on an identified cost basis.
Expenses
The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative size of the funds.
Options
The Fund may enter into option contracts. Listed options will be valued at the last quoted sales price on the exchange on which they are primarily traded. Over-the-counter options are valued at the mean between the last bid and asked prices. Upon the writing of a call or put option, an amount equal to the premium received by the Fund will be included in the Fund's Statement of Assets and Liabilities as an asset and corresponding liability. The amount of the liability will be subsequently marked to market to reflect the current market value of the written option.
The Fund may use option contracts to manage its exposure to the price volatility of financial instruments. Writing puts and buying calls will tend to increase the Fund's exposure to the underlying instrument, and buying puts and writing calls will tend to decrease the Fund's exposure to the underlying instrument, or hedge other Fund investments.
The maximum exposure to loss for any purchased options will be limited to the premium initially paid for the option. In all other cases, the face (or notional) amount of each contract at value will reflect the maximum exposure of the Fund in these contracts, but the actual exposure will be limited to the change in value of the contract over the period the contract remains open.
Risks may also arise if counterparties do not perform under the contract's terms (credit risk) or if the Fund is unable to offset a contract with a counterparty on a timely basis (liquidity risk). Exchange-traded options have minimal credit risk as the exchanges act as counter-parties to each transaction and only present liquidity risk in highly unusual market conditions. To minimize credit and liquidity risks in over-the-counter option contracts, the Fund continuously monitors the creditworthiness of all its counterparties.
At any particular time, except for purchased options, market or credit risk may involve amounts in excess of those reflected in the Fund's Statement of Assets and Liabilities.
Written options on indices for the period ended October 31, 2007, were as follows:
NUMBER OF CONTRACTS | PREMIUMS RECEIVED | |
| ||
Outstanding, beginning of period | -- | -- |
Options written | 3,177 | $3,254,157 |
Option closed | (1,265) | (1,084,253) |
Options expired | (574) | (513,408) |
Outstanding, end of period | 1,338 | $1,656,496 |
Tax-Advantaged Global Shareholder Yield Fund
15
Summary of written options on indices outstanding on October 31, 2007:
NUMBER OF | EXERCISE | EXPIRATION | ||
NAME OF ISSUER | CONTRACTS | PRICE | DATE | VALUE |
| ||||
CALLS | ||||
KBW Bank Index | 409 | $100 | Nov 2007 | $171,780 |
Amex Biotechnology Index | 50 | 840 | Nov 2007 | 63,000 |
Morgan Stanley Cyclical Index | 40 | 1,040 | Nov 2007 | 128,000 |
CBOE Gold Index | 243 | 175 | Nov 2007 | 405,810 |
S&P Midcap 400 Index | 47 | 890 | Nov 2007 | 123,140 |
CBOE Oil Index | 52 | 810 | Nov 2007 | 160,160 |
S&P Small Cap 600 Index | 99 | 420 | Nov 2007 | 145,530 |
S&P 500 Index | 215 | 1,505 | Nov 2007 | 1,066,400 |
Philadelphia Stock Exchange | ||||
Utility Index | 77 | 535 | Nov 2007 | 239,470 |
Amex Oil Index | 29 | 1,440 | Nov 2007 | 184,730 |
Amex Natural Gas Index | 77 | 540 | Nov 2007 | 269,500 |
Total | 1,338 | $2,957,520 |
Federal income taxes
The Fund intends to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required. For federal income tax purposes, the Fund has $561,369 of a capital loss carryforward available, to the extent provided by regulations, to offset future net realized capital gains. To the extent that such carryforward is used by the Fund, no capital gain distributions will be made. The loss carryforward expires October 31, 2015.
New accounting pronouncements
In June 2006, Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the effective date. On December 22, 2006, the SEC delayed the implementation of FIN 48 for regulated investment companies for an additional six months. FIN 48 prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return, and requires certain expanded disclosures. Management has concluded that the adoption of FIN 48 will not result in a material impact on the Fund's net assets, results of operations and financial statement disclosures.
In September 2006, FASB Standard No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishing a framework for measuring fair value and expands disclosure about fair value measurements. Management is currently evaluating the application of FAS 157 to the Fund and its impact, if any, resulting from the adoption of FAS 157 on the Fund's financial statements.
Dividends, interest and distributions
Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign dividends when the Fund becomes aware of the dividends from cash collections. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable.
The Fund records distributions to shareholders from net investment income and net realized gains, if any, on the ex-dividend date. There were no distributions during the period ended October 31, 2007.
As of October 31, 2007, there were no distributable earnings on a tax basis.
Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any,
Tax-Advantaged Global Shareholder Yield Fund
16
are reported in the Fund's financial statements as a return of capital.
Note 2
Management fee and transactions with affiliates and others
The Fund has an investment management contract with John Hancock Advisers, LLC (the Adviser), a wholly owned subsidiary of John Hancock Financial Services, Inc., a subsidiary of Manulife Financial Corporation (MFC). Under the investment management contract, the Fund pays a daily management fee to the Adviser at an annual rate of 1.00% of the Fund's average daily net asset value. The Adviser has a subadvisory agreement with Epoch Investment Partners, Inc. and, also, a subadvisory agreement with Analytic Investors, Inc. The Fund is not responsible for payment of the subadvisory fees.
The Adviser agreed to voluntarily limit the Fund's total expenses to 1.30% of the Fund's average daily net asset value until October 31, 2007. Accordingly, the expense reductions related to this total expense limitation amounted to $26,942 for the period ended October 31, 2007.
The Fund has an agreement with the Adviser and affiliates to perform necessary tax, accounting, compliance and legal services for the Fund. The compensation for the period amounted to $1,663.
Mr. James R. Boyle is Chairman of the Adviser, as well as affiliated Trustee of the Fund, and is compensated by the Adviser and/or its affiliates. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund.
The Fund is listed for trading on the NYSE and has filed with the NYSE its chief executive officer certification regarding compliance with the NYSE's listing standards. The Fund also files with the Securities and Exchange Commission the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.
Note 3
Guarantees and indemnifications
Under the Fund's organizational documents, its Officers and Trustees are indemnified against certain liability arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund believes the risk of loss to be remote.
Tax-Advantaged Global Shareholder Yield Fund
17
Note 4
Fund share transactions
This listing illustrates the reclassification of the Fund's capital accounts and the number of common shares outstanding during the period ended October 31, 2007, along with the corresponding dollar value.
Period ended 10-31-071 | ||
Shares | Amount | |
| ||
Shares issued | 8,750,000 | $167,125,0002 |
Offering costs related to common shares | -- | (350,000) |
Net increase | 8,750,000 | $166,775,000 |
1Commencement of operations period from 9-26-07 to 10-31-07.
2 Net of $0.90 per share sales load of the initial offering price of $20.00 per share.
Note 5
Investment transactions
Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the period ended October 31, 2007, aggregated $6,298,454 and $5,294,217, respectively.
The cost of investments owned on October 31, 2007, including short-term investments, for federal income tax purposes, was $165,123,417. Gross unrealized appreciation and depreciation of investments aggregated $7,104,890 and $1,911,075, respectively, resulting in net unrealized appreciation of $5,193,815.
Note 6
Reclassification of accounts
Capital accounts within financial statements are adjusted for permanent book tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book tax differences will reverse in a subsequent period. During the year ended October 31, 2007, the Fund reclassified amounts to reflect an increase in accumulated net realized gain on investments of $298,640, a decrease in accumulated net investment income of $182,261 and a decrease in capital paid-in of $116,379. These reclassifications are primarily attributable to certain differences in the computation of distributable income and capital gains under federal tax rules versus accounting principles generally accepted in the United States of America for net operating losses, foreign currency transactions and derivative transactions. The calculation of net investment income per share in the Fund's Financial Highlights excludes these adjustments.
Tax-Advantaged Global Shareholder Yield Fund
18
Auditors' report |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of John Hancock Tax-Advantaged Global Shareholder Yield Fund,
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of John Hancock Tax-Advantaged Global Shareholder Yield Fund (the Fund) at October 31, 2007, and the results of its operations, the changes in its net assets and the financial highlights for the period September 26, 2007 (commencement of operations) through October 31, 2007, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP Boston, Massachusetts December 21, 2007 |
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Tax information |
Unaudited |
The Fund had no distributions from September 26, 2007, commencement of operations, to October 31, 2007. As a result, the 2007 U.S. Treasury Department Form 1099-DIV is not required to be mailed to shareholders.
20
Shareholder communication and assistance
If you have any questions concerning the Fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the Fund to the transfer agent at:
Mellon Investor Services Newport Office Center VII 480 Washington Boulevard Jersey City, NJ 07310 Telephone: 1-800-852-0218 |
If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance.
21
Board Consideration of and Continuation of Investment Advisory Agreement and Subadvisory Agreements: John Hancock Tax-Advantaged Global Shareholder Yield Fund
The Investment Company Act of 1940 (the 1940 Act) requires the Board of Trustees (the Board) of John Hancock Tax-Advantaged Global Shareholder Yield Fund (the Fund), including a majority of the Trustees who have no direct or indirect interest in the investment advisory agreement and are not "interested persons" of the Fund, as defined in the 1940 Act (the Independent Trustees), initially to review and approve: (i) the investment advisory agreement (the Advisory Agreement) with John Hancock Advisers, LLC (the Adviser) and (ii) the investment subadvisory agreements (the Subadvisory Agreements) with Epoch Investment Partners, Inc. and Analytic Investors, Inc. (the Subadvisers). The Advisory Agreement and the Subadvisory Agreements are collectively referred to as the Advisory Agreements.
At meetings held on June 5, 2007, the Board, including the Independent Trustees, considered the factors and reached the conclusions described below relating to the selection of the Adviser and Subadvisers and the Advisory Agreements. During such meetings, the Board's Contracts/Operations Committee and the Independent Trustees also met in executive sessions with their independent legal counsel.
In evaluating the Advisory Agreements, the Board, including the Contracts/Operations Committee and the Independent Trustees, reviewed a broad range of information requested for this purpose by the Independent Trustees, including but not limited to advisory and other fees incurred by, and the expense ratios of, a group of comparable funds selected by the Adviser and the proposed fee and estimated expense ratio of the Fund. The Independent Trustees also considered information that was provided in connection with the Trustees annual review of the advisory agreement for other funds management by the Adviser including (i) the Adviser's financial results and condition, (ii) the background and experience of senior management and investment professionals, (iii) the nature, cost and character of advisory and non-investment management services provided by the Adviser and its affiliates to other Trusts and (iv) the Adviser's and Subadvisers' record of compliance with applicable laws and regulations, with the Fund's investment policies and restrictions, and with the Fund's Code of Ethics and the structure and responsibilities of the Adviser's and Subadvisers' compliance department.
Nature, extent and quality of services
The Board considered the ability of the Adviser and the Subadvisers, based on their 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 and Subadvisers. The Board further considered the culture of compliance, resources dedicated to compliance, compliance programs and compliance records of the Adviser and Subadvisers. In addition, the Board took into account the administrative and other non-advisory services provided to the Fund by the Adviser and its affiliates. The Board also reviewed the investment performance of similar accounts managed by the Subadvisers compared to the performance of an index.
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 and Subadvisers were sufficient to support approval of the Advisory Agreements.
Investment advisory fee and subadvisory fee rates and expenses
The Board reviewed and considered the contractual investment advisory fee rate payable by the Fund to the Adviser for investment advisory services (the Advisory Agreement Rate). The Board received and considered information comparing the Advisory Agreement Rate with the advisory fees paid by a group of similar funds selected by the Adviser. The Board noted that the Advisory Agreement Rate was substantially the same as the average rate for
22
these similar funds. The Board concluded that the Advisory Agreement Rate was reasonable in relation to the services to be provided.
The Board received and considered information regarding the Fund's estimated total operating expense ratio and its various components, including advisory fees, and other non-advisory fees, including administrative fees, 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 expense information for similar funds. The Board noted that the total operating expense ratio of the Fund was projected to be substantially the same as that of the peer group of funds. Based on the above referenced considerations and other factors, the Board concluded that the Fund's projected overall expense ratio supported the approval of the Advisory Agreement.
The Board also received information about the investment subadvisory fee rates (the Subadvisory Agreement Rates) payable by the Adviser to the Subadvisers for investment sub-advisory services. The Board concluded that the Subadvisory Agreement Rate was fair and equitable, based on its consideration of the factors described above.
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 its other clients, including other registered investment companies, institutional investors and separate accounts. The Board concluded that the Advisory Agreement Rate was not unreasonable, taking into account fee rates offered to others by the Adviser and giving effect to differences in services covered by such rates.
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 the Adviser's relationship with the Fund. 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 the business of the Adviser as a result of its 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 Adviser's, Subadvisers' and Fund's 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.
Factors not considered relevant at this time
In light of the fact that the Fund had not yet commenced normal operations, the Trustees noted that certain factors, such as investment performance, economies of scale and profitability, that will be relevant when the Trustees consider continuing the Advisory Agreement, are not germane to its initial approval.
Other factors and broader review
The Board regularly reviews and assesses the quality of the services that the other funds managed by the Adviser receive throughout the year. In this regard, the Board reviews reports of the Adviser and Subadvisers at least quarterly, which include, among other things, a detailed portfolio review, detailed fund performance reports and compliance reports. In addition, the Board meets with portfolio managers and senior investment officers at various times throughout the year.
After considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board concluded that approval of the Advisory Agreements for the Fund was in the best interest of the Fund and its shareholders. Accordingly, the Board unanimously approved the Advisory and Subadvisory Agreements.
23
Information about the Epoch portfolio managers
Management Biographies and Fund Ownership
Below is a list of the Epoch portfolio managers who share joint responsibility for the day-to-day investment management of the Fund. It provides a brief summary of their business careers over the past five years and their range of beneficial share ownership in the Fund as of October 31, 2007.
William W. Priest Founder, chief investment officer, chief executive officer and portfolio manager, Epoch Investment Partners, Inc. since 2004 Co-managing partner and portfolio manager, Steinberg, Priest & Sloan Capital Management, LLC (2001-2004) Began business career in 1965 Joined Fund team in 2007 Fund ownership -- None |
Eric Sappenfield Managing director, portfolio manager and senior analyst, Epoch Investment Partners, Inc. since 2006 Research analyst, Spear, Leads & Kellogg (2004-2006) Senior analyst, Steinberg Priest & Sloane Capital Management, LLC (2002-2004) Began business career in 1985 Joined Fund team in 2007 Fund ownership -- None |
Michael A. Welhoelter Managing director, portfolio manager and head of quantitative research and risk management, Epoch Investment Partners, Inc. since 2005 Director and portfolio manager, Columbia Management Group, Inc. (2001-2005) Began business career in 1986 Joined Fund team in 2007 Fund ownership -- None |
Daniel Geber Managing director and portfolio manager, Epoch Investment Partners, Inc. since 2004 Partner, Trident Investment Management (1998-2004) Began business career in 1985 Joined Fund team in 2007 Fund ownership -- None |
David N. Pearl Executive vice president, head of U.S. equities and portfolio manager, Epoch Investment Partners, Inc. since 2004 Managing director and portfolio manager, Steinberg Priest & Sloane Capital Management, LLC (2002-2004) Began business career in 1983 Joined Fund team in 2007 Fund ownership -- None |
24
Other Accounts the Portfolio Managers are Managing
The table below indicates for each portfolio manager, information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total net assets in the table is as of October 31, 2007. For purposes of the table, "Other Pooled Investment Vehicles" may include investment partnerships, pooled separate accounts, and group trusts, and "Other Accounts" may include separate accounts for institutions or individuals, insurance company general or non-pooled separate accounts, pension funds and other similar institutional accounts.
P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
William W. Priest | Other Registered Investment Companies: Three (3) funds |
with total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion | |
Eric Sappenfield | Other Registered Investment Companies: One (1) fund with total |
net assets of approximately $588 million | |
Other Pooled Investment Vehicles: Two (2) entities with total net | |
assets of approximately $869 million | |
Other Accounts: None | |
Michael A. Welhoelter | Other Registered Investment Companies: Three (3) funds with |
total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion | |
Daniel Geber | Other Registered Investment Companies: One (1) fund with total |
net assets of approximately $514 million | |
Other Pooled Investment Vehicles: Five (5) entities with total net | |
assets of approximately $266 million | |
Other Accounts: Two (2) accounts with total net assets of | |
approximately $135 million | |
David N. Pearl | Other Registered Investment Companies: Three (3) funds with |
total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion |
Neither the Adviser nor the Subadviser receives a fee based upon the investment performance of any of the accounts included under "Other Accounts Managed by the Portfolio Managers" in the table above.
With respect to accounts managed by Messrs. Priest, Welhoelter and Pearl, the Subadviser receives performance-based fees with respect to five (5) Other Accounts with total assets of approximately $46 million and one (1) Other Pooled Investment Vehicle with total assets of approximately $14 million.
25
Information about the Analytic portfolio managers
Management Biographies and Fund ownership
Below is an alphabetical list of the Analytic portfolio managers who share joint responsibility for the implementation and execution of the Fund's options strategy. It provides a brief summary of their business careers over the past five years and their range of beneficial share ownership in the Fund as of October 31, 2007.
Harindra de Silva, Ph. D., CFA President and portfolio manager, Analytic Investors, LLC since 1995 Principal at Analysis Group, Inc. (1986-1994) Began business career in 1984 Joined Fund team in 2007 Fund ownership -- None |
Gregory M. McMurran Chief investment officer and portfolio manager, Analytic Investors, LLC since 1976 Began business career in 1976 Joined Fund team in 2007 Fund ownership -- None |
Dennis Bein, CFA Chief investment officer and portfolio manager, Analytic Investors, LLC since 1995 Senior consultant, AG Risk Management (1990-1998) Began business career in 1990 Joined Fund team in 2007 Fund ownership -- None |
Scott Barker, CFA Portfolio manager Analytic Investors, LLC since 1995 Research analyst, Analysis Group, Inc. (1993-1998) Began business career in 1987 Joined Fund team in 2007 Fund ownership -- None |
P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
Harindra de Silva, Ph.D., CFA | Other Registered Investment Companies: Twenty (20) funds |
with total net assets of approximately $4.9 billion | |
Other Pooled Investment Vehicles: Twenty-eight (28) entities | |
with total net assets of approximately $2.4 billion | |
Other Accounts: Thirty-two (32) accounts with total net assets of | |
approximately $4.3 billion | |
Gregory M. McMurran | Other Registered Investment Companies: Seven (7) funds with |
total net assets of approximately $1.9 billion | |
Other Pooled Investment Vehicles: Three (3) entities with total | |
net assets of approximately $2.9 billion | |
Other Accounts: Five (5) accounts with total net assets of | |
approximately $1.09 billion |
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P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
Dennis Bein, CFA | Other Registered Investment Companies: Twenty (20) funds |
with total net assets of approximately $4.9 billion | |
Other Pooled Investment Vehicles: Twenty-eight (28) entities | |
with total net assets of approximately $2.3 billion | |
Other Accounts: Thirty-three (33) accounts with total net assets | |
of approximately $3.4 billion | |
Scott Barker, CFA | Other Registered Investment Companies: (6) funds with total net |
assets of approximately $1.8 billion | |
Other Pooled Investment Vehicles: None | |
Other Accounts: One (1) account with total net assets of | |
approximately $14.4 billion |
Neither the Adviser nor the Subadviser receives a fee based upon the investment performance of any of the accounts included under "Other Accounts Managed by the Portfolio Managers" in the table above, except for Messrs. de Silva, McMurran and Bein, who each receive a fee based on performance for 20 accounts, 2 accounts and 19 accounts, respectively, for "Other Pooled Investments" and for 14 accounts, 1 account and 13 accounts, respectively, for "Other Accounts" in the table above.
Conflicts of Interest
Conflicts of interest may arise because the Fund's portfolio managers have day-to-day management responsibilities with respect to both the Fund and various other accounts. These potential conflicts include:
Limited Resources. The portfolio managers cannot devote their full time and attention to the management of each of the accounts that they manage. Accordingly, the portfolio managers may be limited in their ability to identify investment opportunities for each of the accounts that are as attractive as might be the case if the portfolio managers were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where the accounts have different investment strategies.
Limited Investment Opportunities. Other clients of either Subadviser may have investment objectives and policies similar to those of the Fund. Either Subadviser may, from time to time, make recommendations which result in the purchase or sale of a particular security by its other clients simultaneously with the Fund. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or quantity. It is the policy of each Subadviser to allocate advisory recommendations and the placing of orders in a manner that it believes is equitable to the accounts involved, including the Fund. When two or more clients of a Subadviser are purchasing or selling the same security on a given day from the same broker-dealer, such transactions may be averaged as to price.
Different Investment Strategies. The accounts managed by the portfolio managers have differing investment strategies. If the portfolio managers determine that an investment opportunity may be appropriate for only some of the accounts or decide that certain of the accounts should take different positions with respect to a particular security, the portfolio managers may effect transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts.
27
Variation in Compensation. A conflict of interest may arise where a Subadviser is compensated differently by the accounts that are managed by the portfolio managers. If certain accounts pay higher management fees or performance-based incentive fees, the portfolio managers might be motivated to prefer certain accounts over others. The portfolio managers might also be motivated to favor accounts in which they have a greater ownership interest or accounts that are more likely to enhance the portfolio managers' performance record or to otherwise benefit the portfolio managers.
Selection of Brokers. The portfolio managers select the brokers that execute securities transactions for the accounts that they supervise. In addition to executing trades, some brokers provide the portfolio managers with research and other services which may require the payment of higher brokerage fees than might otherwise be available. The portfolio managers' decision as to the selection of brokers could yield disproportionate costs and benefits among the accounts that they manage, since the research and other services provided by brokers may be more beneficial to some accounts than to others.
Where conflicts of interest arise between the Fund and other accounts managed by the portfolio managers, the portfolio managers will use good faith efforts so that the Fund will not be treated materially less favorably than other accounts. There may be instances where similar portfolio transactions may be executed for the same security for numerous accounts managed by the portfolio managers. In such instances, securities will be allocated in accordance with the Adviser's trade allocation policy.
Compensation Epoch Compensation
Our compensation system consists of three components - salary, bonus and stock ownership. The mix of remuneration elements varies according to the employee's level of responsibility and the role that their judgment plays in executing that responsibility. Every employee's compensation includes a base salary, annual bonus and incentive compensation. The portfolio management teams are compensated based on the performance of their product, their contribution to that performance, the overall performance of the firm and their contribution to the betterment of the firm through corporate citizenship.
Analytic Compensation
Our compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of the firm in terms of profitability; the overall success of the department or team; and an individual's contribution to the team, based on goals established during the performance period. Compensation based on investment strategy performance is not tied to individual account performance, but rather, each strategy as a whole. Strategy performance information is based on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account. Members of Analytic's senior management team and investment management professionals may also have a deferred component to their total compensation (with a three-year vesting period) that is invested in the firm's investment products to tie the interests of the individual to the interests of the firm and our clients. Portfolio managers' base salaries are typically reviewed on an annual basis determined by each portfolio manager's anniversary date of employment. Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year.
28
Trustees and Officers
This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the Fund and execute policies formulated by the Trustees.
Independent Trustees | ||
Name, year of birth | Number of | |
Position(s) held with Fund | Trustee | John Hancock |
Principal occupation(s) and other | of Fund | funds overseen |
directorships during past 5 years | since1 | by Trustee |
| ||
James F. Carlin, Born: 1940 | 2007 | 57 |
Interim Chairman (since December 2007); Director and Treasurer, Alpha Analytical Laboratories, Inc. | ||
(chemical analysis) (since 1985); Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. | ||
(since 1995); Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc. (until 2005); | ||
Chairman and Chief Executive Officer, Carlin Consolidated, Inc. (management/investments) (since 1987); | ||
Trustee, Massachusetts Health and Education Tax Exempt Trust (1993-2003). | ||
| ||
William H. Cunningham, Born: 1944 | 2007 | 57 |
Former Chancellor, University of Texas System, and former President, University of Texas at Austin; | ||
Chairman and Chief Executive Officer, IBT Technologies (until 2001); Director of the following: | ||
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 (man- | ||
ufacturer 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, JPMorgan Chase Bank (formerly Texas Commerce | ||
Bank-Austin), LIN Television (since 2002), WilTel Communications (until 2003) and Hayes Lemmerz | ||
International, Inc. (diversified automotive parts supply company) (since 2003). | ||
| ||
Charles L. Ladner, 2 Born: 1938 | 2007 | 57 |
Chairman and Trustee, Dunwoody Village, Inc. (retirement services) (until 2003); Senior Vice President | ||
and Chief Financial Officer, UGI Corporation (public utility holding company) (retired 1998); Vice | ||
President and Director, AmeriGas, Inc. (retired 1998); Director, AmeriGas Partners, L.P. (gas distribution) | ||
(until 1997); Director, EnergyNorth, Inc. (until 1997); Director, Parks and History Association (until 2007). | ||
| ||
John A. Moore,2 Born: 1939 | 2007 | 57 |
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 and Deputy Administrator, Environmental Protection Agency; Principal, Hollyhouse (con- | ||
sulting) (since 2000); Director, CIIT Center for Health Science Research (nonprofit research) (since 2002). |
29
Independent Trustees (continued) | ||
Name, year of birth | Number of | |
Position(s) held with Fund | Trustee | John Hancock |
Principal occupation(s) and other | of Fund | funds overseen |
directorships during past 5 years | since1 | by Trustee |
| ||
Patti McGill Peterson,2 Born: 1943 | 2007 | 57 |
Executive Director, Council for International Exchange of Scholars and Vice President, Institute of In- | ||
ternational Education (since 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University | ||
(until 1998); Former President, Wells College, Aurora, NY, and St. Lawrence University, Canton, NY; | ||
Director, Niagara Mohawk Power Corporation (until 2003); Director, Ford Foundation, International | ||
Fellowships Program (since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for | ||
International Educational Exchange (since 2003). | ||
| ||
Steven R. Pruchansky, Born: 1944 | 2007 | 57 |
Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and | ||
President, Greenscapes of Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real | ||
estate) (since 2001); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty | ||
Trust (until 1994); President, Maxwell Building Corp. (until 1991). | ||
Non-Independent Trustees3 | ||
Name, year of birth | Number of | |
Position(s) held with Fund | Trustee | John Hancock |
Principal occupation(s) and other | of Fund | funds overseen |
directorships during past 5 years | since1 | by Trustee |
| ||
James R. Boyle, Born: 1959 | 2007 | 250 |
President, John Hancock Variable Life Insurance Company (since March 2007); Executive Vice President, | ||
John Hancock Life Insurance Company (since June 2004); Chairman and Director, John Hancock | ||
Advisers, LLC (the Adviser), John Hancock Funds, LLC and The Berkeley Financial Group, LLC (The | ||
Berkeley Group) (holding company) (since 2005); Senior Vice President, The Manufacturers Life Insurance | ||
Company (U.S.A.) (until 2004). |
30
Principal officers who are not Trustees | |
Name, year of birth | |
Position(s) held with Fund | Officer |
Principal occupation(s) and other | of Fund |
directorships during past 5 years | since |
| |
Keith F. Hartstein, Born: 1956 | 2007 |
President and Chief Executive Officer | |
Senior Vice President, Manulife Financial Corporation (since 2004); Director, President and Chief | |
Executive Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since 2005); Director, | |
MFC Global Investment Management (U.S.), LLC (MFC Global (U.S.)) (since 2005); Director, John | |
Hancock Signature Services, Inc. (since 2005); President and Chief Executive Officer, John Hancock | |
Investment Management Services, LLC (since 2006); President and Chief Executive Officer, John Hancock | |
Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); Director, | |
Chairman and President, NM Capital Management, Inc. (since 2005); Chairman, Investment Company | |
Institute Sales Force Marketing Committee (since 2003); Director, President and Chief Executive Officer, | |
MFC Global (U.S.) (2005-2006); Executive Vice President, John Hancock Funds, LLC (until 2005). | |
| |
Thomas M. Kinzler, Born: 1955 | 2007 |
Secretary and Chief Legal Officer | |
Vice President and Counsel, John Hancock Life Insurance Company (U.S.A.) (since 2006); Secretary | |
and Chief Legal Officer, John Hancock Funds and John Hancock Funds III (since 2006); Secretary, John | |
Hancock Funds II and Assistant Secretary, John Hancock Trust (since June 2007); Vice President and | |
Associate General Counsel, Massachusetts Mutual Life Insurance Company (1999-2006); Secretary and | |
Chief Legal Counsel, MML Series Investment Fund (2000-2006); Secretary and Chief Legal Counsel, | |
MassMutual Institutional Funds (2000-2004); Secretary and Chief Legal Counsel, MassMutual Select | |
Funds and MassMutual Premier Funds (2004-2006). | |
| |
Francis V. Knox, Jr., Born: 1947 | 2007 |
Chief Compliance Officer | |
Vice President and Chief Compliance Officer, John Hancock Investment Management Services, LLC, | |
the Adviser and MFC Global (U.S.) (since 2005); Vice President and Chief Compliance Officer, John | |
Hancock Funds, John Hancock Funds II, John Hancock Funds III and John Hancock Trust (since 2005); | |
Vice President and Assistant Treasurer, Fidelity Group of Funds (until 2004); Vice President and Ethics & | |
Compliance Officer, Fidelity Investments (until 2001). | |
| |
Charles A. Rizzo, Born: 1957 | 2007 |
Chief Financial Officer | |
Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III and John | |
Hancock Trust (since June 2007); Assistant Treasurer, Goldman Sachs Mutual Fund Complex (regis- | |
tered investment companies) (2005-June 2007); Vice President, Goldman Sachs (2005-June 2007); | |
Managing Director and Treasurer of Scudder Funds, Deutsche Asset Management (2003-2005); | |
Director, Tax and Financial Reporting, Deutsche Asset Management (2002-2003); Vice President and | |
Treasurer, Deutsche Global Fund Services (1999-2002). | |
| |
Gordon M. Shone, Born: 1956 | 2007 |
Treasurer | |
Treasurer, John Hancock Funds (since 2006), John Hancock Funds II, John Hancock Funds III and John | |
Hancock Trust (since 2005); Vice President and Chief Financial Officer, John Hancock Trust (2003-2005); | |
Senior Vice President, John Hancock Life Insurance Company (U.S.A.) (since 2001); Vice President, John | |
Hancock Investment Management Services, Inc., John Hancock Advisers, LLC (since 2006) and The | |
Manufacturers Life Insurance Company (U.S.A.) (1998-2000). |
31
Principal officers who are not Trustees (continued) | |
Name, year of birth | |
Position(s) held with Fund | Officer |
Principal occupation(s) and other | of Fund |
directorships during past 5 years | since |
| |
John G. Vrysen, Born: 1955 | 2007 |
Chief Operating Officer | |
Senior Vice President, Manulife Financial Corporation (since 2006); Director, Executive Vice President | |
and Chief Operating Officer, the Adviser, The Berkeley Group and John Hancock Funds, LLC (since | |
June 2007); Chief Operating Officer, John Hancock Funds, John Hancock Funds II, John Hancock Funds III | |
and John Hancock Trust (since June 2007); Director, Executive Vice President and Chief Financial Officer, | |
the Adviser, The Berkeley Group and John Hancock Funds, LLC (until June 2007); Executive Vice President | |
and Chief Financial Officer, John Hancock Investment Management Services, LLC (since 2005); Vice | |
President and Chief Financial Officer, MFC Global (U.S.) (since 2005); Director, John Hancock Signature | |
Services, Inc. (since 2005); Chief Financial Officer, John Hancock Funds, John Hancock Funds II, John | |
Hancock Funds III and John Hancock Trust (2005-June 2007); Vice President and General Manager, Fixed | |
Annuities, U.S. Wealth Management (until 2005); Vice President, Operations, Manulife Wood Logan | |
(2000-2004). |
The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.
The Statement of Additional Information of the Fund includes additional information about members of the Board of Trustees of the Fund and is available without charge, upon request, by calling 1-800-225-5291.
1 Each Trustee serves until resignation, retirement age or until his or her successor is elected.
2 Member of Audit and Compliance Committee.
3 Non-Independent Trustee holds positions with the Fund's investment adviser, underwriter and certain other affiliates.
32
For more information
The Fund's proxy voting policies, procedures and records are available without charge, upon request:
By phone | On the Fund's Web site | On the SEC's Web site |
1-800-225-5291 | www.jhfunds.com/proxy | www.sec.gov |
| ||
Investment adviser | Custodian | Legal counsel |
John Hancock Advisers, LLC | The Bank of New York | Kirkpatrick & Lockhart |
601 Congress Street | One Wall Street | Preston Gates Ellis LLP |
Boston, MA 02210-2805 | New York, NY 10286 | One Lincoln Street |
Boston, MA 02111-2950 | ||
Subadvisers | Transfer agent for common | |
Epoch Investment Partners, Inc. | shareholders | Independent registered public |
640 Fifth Avenue, 18th Floor | Mellon Investor Services | accounting firm |
New York, NY 10019 | Newport Office Center VII | PricewaterhouseCoopers LLP |
480 Washington Boulevard | 125 High Street | |
Analytic Investors, Inc. | Jersey City, NJ 07310 | Boston, MA 02110 |
500 South Grand Avenue | ||
23rd Floor | Stock symbol | |
Los Angeles, CA 90071 | Listed New York Stock | |
Exchange: HTY | ||
For shareholder assistance | ||
refer to page 21 |
How to contact us | ||
| ||
Internet | www.jhfunds.com | |
| ||
Mellon Investor Services | ||
Newport Office Center VII | ||
480 Washington Boulevard | ||
Jersey City, NJ 07310 | ||
| ||
Phone | Customer service representatives | 1-800-852-0218 |
Portfolio commentary | 1-800-344-7054 | |
24-hour automated information | 1-800-843-0090 | |
TDD line | 1-800-231-5469 |
A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the SEC's Web site, www.sec.gov.
36
J O H N H A N C O C K F A M I L Y O F F U N D S
equity | SECTOR |
Balanced Fund | Financial Industries Fund |
Classic Value Fund | Health Sciences Fund |
Classic Value Fund II | Real Estate Fund |
Classic Value Mega Cap Fund | Regional Bank Fund |
Core Equity Fund | Technology Fund |
Growth Fund | Technology Leaders Fund |
Growth Opportunities Fund | |
Growth Trends Fund | INTERNATIONAL/GLOBAL |
Intrinsic Value Fund | Global Opportunities Fund |
Large Cap Equity Fund | Global Shareholder Yield Fund |
Large Cap Select Fund | Greater China Opportunities Fund |
Mid Cap Equity Fund | International Allocation Portfolio |
Small Cap Equity Fund | International Classic Value Fund |
Small Cap Fund | International Core Fund |
Small Cap Intrinsic Value Fund | International Growth Fund |
Sovereign Investors Fund | |
U.S. Core Fund | INCOME |
U.S. Global Leaders Growth Fund | Bond Fund |
Value Opportunities Fund | Government Income Fund |
High Yield Fund | |
Investment Grade Bond Fund | |
ASET ALLOCATION | Strategic Income Fund |
Lifecycle 2010 Portfolio | |
Lifecycle 2015 Portfolio | TAX-FREE INCOMEE |
Lifecycle 2020 Portfolio | California Tax-Free Income Fund |
Lifecycle 2025 Portfolio | High Yield Municipal Bond Fund |
Lifecycle 2030 Portfolio | Massachusetts Tax-Free Income Fund |
Lifecycle 2035 Portfolio | New York Tax-Free Income Fund |
Lifecycle 2040 Portfolio | Tax-Free Bond Fund |
Lifecycle 2045 Portfolio | |
Lifecycle Retirement Portfolio | MONEY MARKET |
Lifestyle Aggressive Portfolio | Money Market Fund |
Lifestyle Balanced Portfolio | |
Lifestyle Conservative Portfolio | CLOSED-END |
Lifestyle Growth Portfolio | Bank and Thrift Opportunity Fund |
Lifestyle Moderate Portfolio | Income Securities Trust |
Investors Trust | |
Patriot Premium Dividend Fund II | |
Preferred Income Fund | |
Preferred Income II Fund | |
Preferred Income III Fund | |
Tax-Advantaged Dividend Income Fund | |
Tax-Advantaged Global Shareholder Yield Fund |
A Fund's investment objectives, risks, charges and expenses should be considered carefully before investing. The prospectus includes this and other important information about the Fund. To obtain a prospectus, contact your financial professional, call John Hancock Funds at 1-800-225-5291 or visit the Fund's Web site at www.jhfunds.com. Please read the prospectus carefully before investing or sending money.
1-800-852-0218 1-800-231-5469 TDD 1-800-843-0090 EASI-Line www.jhfunds.com |
PRESORTED STANDARD U.S. POSTAGE PAID MIS |
P140A 10/07 12/07 |
ITEM 2. CODE OF ETHICS.
As of the end of the period, October 31, 2007, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer, Chief Financial Officer and Treasurer (respectively, the principal executive officer, the principal financial officer and the principal accounting officer, the Senior Financial Officers). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Charles L. Ladner is the audit committee financial expert and is independent, pursuant to general instructions on Form N-CSR Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The aggregate fees billed for professional services rendered by the principal accountant(s) for the audit of the registrants annual financial statements or services that are normally provided by the accountant(s) in connection with statutory and regulatory filings or engagements amounted to $30,350 for the fiscal year ended October 31, 2007. John Hancock Tax-Advantaged Global Yield Fund began operations on September 26, 2007. These fees were billed to the registrant and were approved by the registrants audit committee.
(b) Audit-Related Services
There were no audit-related fees during the fiscal year ended October 31, 2007 billed to the registrant or to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant ("control affiliates").
(c) Tax Fees
The aggregate fees billed for professional services rendered by the principal accountant(s) for the tax compliance, tax advice and tax planning (tax fees) amounted to $0 for the fiscal year ended October 31, 2007. The nature of the services comprising the tax fees was the review of the registrants income tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrants audit committee. There were no tax fees billed to the control affiliates.
(d) All Other Fees
Other fees amounted to $0 for the fiscal year ended October 31, 2007 billed to the registrant or to the control affiliates.
(e)(1) See attachment "Approval of Audit, Audit-related, Tax and Other Services", with the audit committee pre-approval policies and procedures.
(e)(2) There were no fees that were approved by the audit committee pursuant to the de minimis exception for the fiscal years ended October 31, 2007 on behalf of the registrant or on behalf of the control affiliates that relate directly to the operations and financial reporting of the registrant.
(f) According to the registrants principal accountant, for the fiscal year ended October 31, 2007, the percentage of hours spent on the audit of the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons who were not full-time, permanent employees of principal accountant was less than 50%.
(g) The aggregate non-audit fees billed by the registrant's accountant(s) for services rendered to the registrant and rendered to the registrant's control affiliates for each of the last two fiscal years of the registrant were $1,403,169 for the fiscal year ended October 31, 2007.
(h) The audit committee of the registrant has considered the non-audit services provided by the registrants principal accountant(s) to the control affiliates and has determined that the services that were not pre-approved are compatible with maintaining the principal accountant(s)' independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately-designated standing audit committee comprised of independent trustees. The members of the audit committee are as follows:
Dr. John A. Moore - Chairman
Richard P. Chapman, Jr.
Charles L. Ladner
Patti McGill Peterson
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
See attached Exhibit Proxy Voting Policies and Procedures.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Information about the Epoch portfolio managers
Management Biographies and Fund Ownership
Below is a list of the Epoch portfolio managers who share joint responsibility for the day-to-day investment management of the Fund. It provides a brief summary of their business careers over the past five years and their range of beneficial share ownership in the Fund as of October 31, 2007.
William W. Priest Founder, chief investment officer, chief executive officer and portfolio manager, Epoch Investment Partners, Inc. since 2004 Co-managing partner and portfolio manager, Steinberg, Priest & Sloan Capital Management, LLC (2001-2004) Began business career in 1965 Joined Fund team in 2007 Fund ownership -- None |
Eric Sappenfield Managing director, portfolio manager and senior analyst, Epoch Investment Partners, Inc. since 2006 Research analyst, Spear, Leads & Kellogg (2004-2006) Senior analyst, Steinberg Priest & Sloane Capital Management, LLC (2002-2004) Began business career in 1985 Joined Fund team in 2007 Fund ownership -- None |
Michael A. Welhoelter Managing director, portfolio manager and head of quantitative research and risk management, Epoch Investment Partners, Inc. since 2005 Director and portfolio manager, Columbia Management Group, Inc. (2001-2005) Began business career in 1986 Joined Fund team in 2007 Fund ownership -- None |
Daniel Geber Managing director and portfolio manager, Epoch Investment Partners, Inc. since 2004 Partner, Trident Investment Management (1998-2004) Began business career in 1985 Joined Fund team in 2007 Fund ownership -- None |
David N. Pearl Executive vice president, head of U.S. equities and portfolio manager, Epoch Investment Partners, Inc. since 2004 Managing director and portfolio manager, Steinberg Priest & Sloane Capital Management, LLC (2002-2004) Began business career in 1983 Joined Fund team in 2007 Fund ownership -- None |
Other Accounts the Portfolio Managers are Managing
The table below indicates for each portfolio manager, information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total net assets in the table is as of October 31, 2007. For purposes of the table, "Other Pooled Investment Vehicles" may include investment partnerships, pooled separate accounts, and group trusts, and "Other Accounts" may include separate accounts for institutions or individuals, insurance company general or non-pooled separate accounts, pension funds and other similar institutional accounts.
P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
William W. Priest | Other Registered Investment Companies: Three (3) funds |
with total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion | |
Eric Sappenfield | Other Registered Investment Companies: One (1) fund with total |
net assets of approximately $588 million | |
Other Pooled Investment Vehicles: Two (2) entities with total net | |
assets of approximately $869 million | |
Other Accounts: None | |
Michael A. Welhoelter | Other Registered Investment Companies: Three (3) funds with |
total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion | |
Daniel Geber | Other Registered Investment Companies: One (1) fund with total |
net assets of approximately $514 million | |
Other Pooled Investment Vehicles: Five (5) entities with total net | |
assets of approximately $266 million | |
Other Accounts: Two (2) accounts with total net assets of | |
approximately $135 million | |
David N. Pearl | Other Registered Investment Companies: Three (3) funds with |
total net assets of approximately $1.1 billion | |
Other Pooled Investment Vehicles: Thirty-two (32) entities with | |
total net assets of approximately $3.2 billion | |
Other Accounts: One hundred thirty-one (131) accounts with | |
total net assets of approximately $2.2 billion |
Neither the Adviser nor the Subadviser receives a fee based upon the investment performance of any of the accounts included under "Other Accounts Managed by the Portfolio Managers" in the table above.
With respect to accounts managed by Messrs. Priest, Welhoelter and Pearl, the Subadviser receives performance-based fees with respect to five (5) Other Accounts with total assets of approximately $46 million and one (1) Other Pooled Investment Vehicle with total assets of approximately $14 million.
Information about the Analytic portfolio managers
Management Biographies and Fund ownership
Below is an alphabetical list of the Analytic portfolio managers who share joint responsibility for the implementation and execution of the Fund's options strategy. It provides a brief summary of their business careers over the past five years and their range of beneficial share ownership in the Fund as of October 31, 2007.
Harindra de Silva, Ph. D., CFA President and portfolio manager, Analytic Investors, LLC since 1995 Principal at Analysis Group, Inc. (1986-1994) Began business career in 1984 Joined Fund team in 2007 Fund ownership -- None |
Gregory M. McMurran Chief investment officer and portfolio manager, Analytic Investors, LLC since 1976 Began business career in 1976 Joined Fund team in 2007 Fund ownership -- None |
Dennis Bein, CFA Chief investment officer and portfolio manager, Analytic Investors, LLC since 1995 Senior consultant, AG Risk Management (1990-1998) Began business career in 1990 Joined Fund team in 2007 Fund ownership -- None |
Scott Barker, CFA Portfolio manager Analytic Investors, LLC since 1995 Research analyst, Analysis Group, Inc. (1993-1998) Began business career in 1987 Joined Fund team in 2007 Fund ownership -- None |
P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
Harindra de Silva, Ph.D., CFA | Other Registered Investment Companies: Twenty (20) funds |
with total net assets of approximately $4.9 billion | |
Other Pooled Investment Vehicles: Twenty-eight (28) entities | |
with total net assets of approximately $2.4 billion | |
Other Accounts: Thirty-two (32) accounts with total net assets of | |
approximately $4.3 billion | |
Gregory M. McMurran | Other Registered Investment Companies: Seven (7) funds with |
total net assets of approximately $1.9 billion | |
Other Pooled Investment Vehicles: Three (3) entities with total | |
net assets of approximately $2.9 billion | |
Other Accounts: Five (5) accounts with total net assets of | |
approximately $1.09 billion |
P O R T F O L I O M A N A G E R | O T H E R A C C O U N T S M A N A G E D B Y T H E P O R T F O L I O M A N A G E R S |
| |
Dennis Bein, CFA | Other Registered Investment Companies: Twenty (20) funds |
with total net assets of approximately $4.9 billion | |
Other Pooled Investment Vehicles: Twenty-eight (28) entities | |
with total net assets of approximately $2.3 billion | |
Other Accounts: Thirty-three (33) accounts with total net assets | |
of approximately $3.4 billion | |
Scott Barker, CFA | Other Registered Investment Companies: (6) funds with total net |
assets of approximately $1.8 billion | |
Other Pooled Investment Vehicles: None | |
Other Accounts: One (1) account with total net assets of | |
approximately $14.4 billion |
Neither the Adviser nor the Subadviser receives a fee based upon the investment performance of any of the accounts included under "Other Accounts Managed by the Portfolio Managers" in the table above, except for Messrs. de Silva, McMurran and Bein, who each receive a fee based on performance for 20 accounts, 2 accounts and 19 accounts, respectively, for "Other Pooled Investments" and for 14 accounts, 1 account and 13 accounts, respectively, for "Other Accounts" in the table above.
Conflicts of Interest
Conflicts of interest may arise because the Fund's portfolio managers have day-to-day management responsibilities with respect to both the Fund and various other accounts. These potential conflicts include:
Limited Resources. The portfolio managers cannot devote their full time and attention to the management of each of the accounts that they manage. Accordingly, the portfolio managers may be limited in their ability to identify investment opportunities for each of the accounts that are as attractive as might be the case if the portfolio managers were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where the accounts have different investment strategies.
Limited Investment Opportunities. Other clients of either Subadviser may have investment objectives and policies similar to those of the Fund. Either Subadviser may, from time to time, make recommendations which result in the purchase or sale of a particular security by its other clients simultaneously with the Fund. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or quantity. It is the policy of each Subadviser to allocate advisory recommendations and the placing of orders in a manner that it believes is equitable to the accounts involved, including the Fund. When two or more clients of a Subadviser are purchasing or selling the same security on a given day from the same broker-dealer, such transactions may be averaged as to price.
Different Investment Strategies. The accounts managed by the portfolio managers have differing investment strategies. If the portfolio managers determine that an investment opportunity may be appropriate for only some of the accounts or decide that certain of the accounts should take different positions with respect to a particular security, the portfolio managers may effect transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds - Governance Committee Charter".
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-
year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of Ethics for Senior Financial Officers is attached.
(a)(2) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(b)(1) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.
(c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached "John Hancock Funds - Governance Committee Charter".
(c)(2) Approval of Audit, Audit-related, Tax and Other Services is attached.
(c)(3) Contact person at the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
John Hancock Tax-Advantaged Global Shareholder Yield Fund
By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer
Date: December 19, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer
Date: December 19, 2007
By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer
Date: December 19, 2007
CERTIFICATION
I, Keith F. Hartstein, certify that:
1. I have reviewed this report on Form N-CSR of the John Hancock Tax-Advantaged Global Shareholder Yield Fund (the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer
Date: December 19, 2007
CERTIFICATION
I, Charles A. Rizzo, certify that:
1. I have reviewed this report on Form N-CSR of the John Hancock Tax-Advantaged Global Shareholder Yield Fund (the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer
Date: December 19, 2007
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
In connection with the attached Report of John Hancock Tax-Advantaged Global Shareholder Yield Fund (the registrant) on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the registrant does hereby certify that, to the best of such officer's knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant as of, and for, the periods presented in the Report.
/s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer
Dated: December 19, 2007
/s/ Charles A. Rizzo
-------------------------------------
Charles A. Rizzo
Chief Financial Officer
Dated: December 19, 2007
A signed original of this written statement, required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
JOHN HANCOCK TRUST
JOHN HANCOCK FUNDS
JOHN HANCOCK FUNDS II
JOHN HANCOCK FUNDS III
JOHN HANCOCK FINANCIAL TRENDS FUND, INC.
SARBANES-OXLEY CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE & PRINCIPAL FINANCIAL OFFICERS
I. Covered Officers/Purpose of the Code
This code of ethics (this Code) for John Hancock Trust, John Hancock Funds1, John Hancock Funds II, John Hancock Funds III, and John Hancock Financial Trends Fund, Inc., each a registered management investment company under the Investment Company Act of 1940, as amended (1940 Act), which may issue shares in separate and distinct series (each investment company and series thereunder to be hereinafter referred to as a Fund), applies to each Funds Principal Executive Officer (President) and Principal Financial Officer (Chief Financial Officer) (the Registrants Executive Officers or Executive Officers as set forth in Exhibit A) for the purpose of promoting:
► honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
► full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (SEC) and in other public communications made by the Fund;
► compliance with applicable laws and governmental rules and regulations;
► the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
► accountability for adherence to the Code.
______________________________________
1 John Hancock Funds includes the following trusts: John Hancock Bank and Thrift Opportunity Fund; John Hancock Bond Trust; John Hancock California Tax-Free Income Fund; John Hancock Capital Series; John Hancock Current Interest; John Hancock Equity Trust; John Hancock Income Securities Trust; John Hancock Institutional Series Trust; John Hancock Investment Trust; John Hancock Investment Trust II; John Hancock Investment Trust III; John Hancock Investors Trust; John Hancock Municipal Securities Trust; John Hancock Patriot Global Dividend Fund; John Hancock Patriot Preferred Dividend Fund; John Hancock Patriot Premium Dividend Fund I; John Hancock Patriot Premium Dividend Fund II; John Hancock Patriot Select Dividend Trust; John Hancock Preferred Income Fund; John Hancock Preferred Income Fund II; John Hancock Preferred Income Fund III; John Hancock Series Trust; John Hancock Sovereign Bond Fund; John Hancock Strategic Series; John Hancock Tax-Exempt Series Fund; and
John Hancock World Fund
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Each of the Registrants Executive Officers should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview
A conflict of interest occurs when an Executive Officers private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Registrants Executive Officers, or a member of his family, receives improper personal benefits as a result of his position with the Fund. Certain conflicts of interest arise out of the relationships between the Executive Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the Investment Company Act) and the Investment Advisers Act of 1940, as amended (the Investment Advisers Act). For example, Executive Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as affiliated persons of the Fund. Each of the Registrants Executive Officers is a n officer or employee of the investment adviser or a service provider (Service Provider) to the Fund. The Funds, the investment advisers and the Service Providers compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the investment adviser and the Service Provider of which the Executive Officers are also officers or employees. As a result, this Code recognizes that the Registrants Executive Officers will, in the normal course of their duties (whether formally for the Fund, for the investment adviser or for the Service Provider), be involved in establishing policies and implementing decisions which will have different effects on the investment adviser, the Service Provider and the Fund. The participation of the Executive Officers in such activities is inherent in the contractual relationship between the Fund and the investment adviser and the Service Provider and is consistent with the performance by the Executive Officers of their duties as officers of the Fund. Thus, if such participation is performed in confor mity with the provisions of the Investment Company Act and the Investment Advisers Act, it will be deemed to have been handled ethically. In addition, it is recognized by the Funds Board of Trustees/Directors (the Board) that the Executive Officers may also be officers or employees of one or more other investment companies covered by other Codes.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but the Registrants Executive Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of an Executive Officer should not be placed improperly before the interest of the Fund.
* * *
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Each Covered Officer must:
► not use his/her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Executive Officer would benefit personally to the detriment of the Fund;
► not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Executive Officer rather than for the benefit of the Fund; and
► not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.
Additionally, conflicts of interest may arise in other situations, the propriety of which may be discussed, if material, with the Funds Chief Compliance Officer (CCO). Examples of these include:
► service as a director/trustee on the board of any public or private company;
► the receipt of any non-nominal gifts;
► the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety (or other formulation as the Fund already uses in another code of conduct);
► any ownership interest in, or any consulting or employment relationship with, any of the Funds service providers, other than its investment adviser, any sub-adviser, principal underwriter, administrator or any affiliated person thereof; and
► a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Executive Officers employment, such as compensation or equity ownership.
III. Disclosure & Compliance
► Each Executive Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Fund;
► Each Executive Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Funds directors and auditors, and to governmental regulators and self-regulatory organizations;
► Each Executive Officer should, to the extent appropriate within his/her area of responsibility, consult with other officers and employees of the Fund and the Funds adviser or any sub-adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
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► It is the responsibility of each Executive Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV. Reporting & Accountability
Each Executive Officer must:
► upon adoption of the Code (or thereafter as applicable, upon becoming an Executive Officer), affirm in writing to the Funds CCO that he/she has received, read, and understands the Code;
► annually thereafter affirm to the Funds CCO that he/she has complied with the requirements of the Code;
► not retaliate against any employee or Executive Officer or their affiliated persons for reports of potential violations that are made in good faith;
► notify the Funds CCO promptly if he/she knows of any violation of this Code (Note: failure to do so is itself a violation of this Code); and
► report at least annually any change in his/her affiliations from the prior year.
The Funds CCO is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the Funds Board or the Compliance Committee thereof (the Committee).
The Fund will follow these procedures in investigating and enforcing this Code:
► the Funds CCO will take all appropriate action to investigate any potential violations reported to him/her;
► if, after such investigation, the CCO believes that no violation has occurred, the CCO is not required to take any further action;
► any matter that the CCO believes is a violation will be reported to the Board or, if applicable, Compliance Committee;
► if the Board or, if applicable, Compliance Committee concurs that a violation has occurred, the Board, either upon its determination of a violation or upon recommendation of the Compliance Committee, if applicable, will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Service Provider or the investment adviser or its board; or a recommendation to dismiss the Registrants Executive Officer;
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► the Board, or if applicable the Compliance Committee, will be responsible for granting waivers, as appropriate; and
► any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
V. Other Policies & Procedures
This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Funds adviser, any sub-adviser, principal underwriter or other service providers govern or purport to govern the behavior or activities of the Registrants Executive Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds and its investment advisers codes of ethics under Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act, respectively, are separate requirements applying to the Registrants Executive Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Funds Board, including a majority of independent directors.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Funds Board and its counsel, the investment adviser and the relevant Service Providers.
VIII. Internal Use
The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.
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Exhibit A
Persons Covered by this Code of Ethics
(As of June 2007)
John Hancock Trust
► Principal Executive Officer and President Keith Hartstein
► Principal Financial Officer and Chief Financial Officer Lynne Patterson
John Hancock Funds
► Principal Executive Officer and President Keith Hartstein
► Principal Financial Officer and Chief Financial Officer Charles Rizzo
John Hancock Funds II
► Principal Executive Officer and President Keith Hartstein
► Principal Financial Officer and Chief Financial Officer Charles Rizzo
John Hancock Funds III
► Principal Executive Officer and President Keith Hartstein
► Principal Financial Officer and Chief Financial Officer Charles Rizzo
John Hancock Financial Trends Fund, Inc.
► Principal Executive Officer and President Keith Hartstein
► Principal Financial Officer and Chief Financial Officer Charles Rizzo
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JOHN HANCOCK FUNDS
AUDIT COMMITTEE CHARTER
A. Membership. The Audit 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 fund's investment adviser or principal underwriter (the "Independent Trustees") and who satisfy the independence and financial literacy requirements in this charter. The Audit Committee shall be composed of at least three Independent Trustees who are designated for membership from time to time by the Board of Trustees of Trustees. In selecting Independent Trustees to serve on the Audit Committee, the Board should select members who are free of any relationship that, in the opinion of the Board, may interfere or give the appearance of interfering with such member's individual exercise of independent judgment. Unless otherwise determined by the Board, no member of the Audit Committee may serve on the audit committee of more than two other public companies (other than another John Hancock Fund). Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Audit Committee shall be independent as defined by such rules and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee must be financially literate, as such qualification is interpreted by the Board of Trustees in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. At least one member of the Audit Committee must have accounting or related financial management expertise, as the Board of Trustees interprets such qualification in its business judgment.
B. Overview. The Audit Committee's purpose is to:
1. assist the Board of Trustee's oversight of (1) the integrity of the funds' financial statements, (2) the funds' compliance with legal and regulatory requirements (except to the extent such responsibility is delegated to another committee), (3) the independent auditor's qualifications and independence, and (4) the performance of the funds' internal audit function and independent auditors;
2. act as a liaison between the funds' independent accountants and the Board of Trustees;
3. prepare an Audit Committee Report as required by the Securities and Exchange Commission (the "SEC") to the extent required to be included in the funds' annual proxy statement or other filings;
The Audit 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 fund's financial statements and the independent auditors are responsible for auditing those financial statements. The Audit 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 fund's accounting, auditing, internal control and financial reporting practices than the Audit Committee does. Accordingly, the Audit Committee's oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by a fund to its shareholders and others. The independent auditors are responsible for auditing the funds' annual financial statements. The authority and responsibilities set forth in this charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that any fund's financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee any independent auditor's report.
C. Oversight. The independent auditors shall report directly to the Audit Committee, and the Audit Committee shall be responsible for oversight of the work of the independent auditors, including resolution of any disagreements between any fund's management and the independent auditors regarding financial reporting. In connection with its oversight role, the Audit 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 fund's financial statements; recently disclosed problems with respect to the quality, accuracy or fairness of presentation of the financial statements of companies similarly situated to the funds and recommended actions which might be taken to prevent or mitigate the risk of problems at the funds arising from such matters; accounting for unusual transactions; adjustments arising from audits that could have a significant impact on the funds' financial reporting process; and any recent SEC comments on the funds' SEC reports, including, in particular, any compliance comments. The Audit 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 management's choices of accounting principles are, as a whole, conservative, moderate or aggressive.
D. Specific Responsibilities. The Audit Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:
1. To oversee the funds' auditing and accounting process.
2. To approve, and recommend to the Board of Trustees of Trustees for its ratification and approval in accord with applicable law, the selection, appointment and retention of an independent auditor for each fund prior to the engagement of such independent auditor and, at an appropriate time, its compensation. The Committee should meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit. The Committee should periodically consider whether, in order to assure continuing auditor independence, there should be regular rotation of the independent audit firm and obtain and review a copy of the most recent report on the independent auditor issued by the Public Company Accounting Oversight Board pursuant to Section 104 of the Sarbanes-Oxley Act.
3. To periodically review and evaluate the lead partner and other senior members of the independent auditor's team and confirm the regular rotation of the lead audit partner and reviewing partner as required by Section 203 of the Sarbanes-Oxley Act.
4. To confirm that the officers of the funds were not employed by the independent auditor, or if employed, did not participate in any capacity in the audit of the funds, in each case, during the one-audit-year period preceding the date of initiation of the audit, as required by Section 206 of the Sarbanes-Oxley Act.
5. To pre-approve all non-audit services provided by the independent auditor to the fund or to the fund's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the fund, if the engagement relates directly to the operations and financial reporting of the fund.
6. The Committee is authorized to delegate, to the extent permitted by law, pre-approval responsibilities to one or more members of the Committee who shall report to the Committee regarding approved services at the Committee's next regularly scheduled meeting. The Committee is also authorized to adopt policies and procedures which govern the pre-approval of audit, audit-related, tax and other services provided by the independent accountants to the funds or to a service provider as referenced in Paragraph 5, provided however, that any such policies and procedures are detailed as to particular services, the Audit Committee is informed of each service, and any such policies and procedures do not include the delegation of the Audit Committee's responsibilities under the Securities Exchange Act of 1934 or applicable rules or listing requirements.
7. To monitor the independent auditor of each fund throughout the engagement to attempt to identify: conflicts of interest between management and the independent auditor as a result of employment relationships; the provision of prohibited non-audit services to a fund by its independent
auditor; violations of audit partner rotation requirements; and prohibited independent auditor compensation arrangements whereby individuals employed by the auditor are compensated based on selling non-audit services to the fund. The independent auditors should promptly contact the Audit Committee or its Chair about any significant issue or disagreement concerning a fund's accounting practices or financial statements that is not resolved to their satisfaction or if Section 10A(b) of the Exchange Act has been implicated.
8. To meet with independent auditors, including private meetings, as necessary, management's internal auditors, and the funds' senior management (i) to review the arrangements for and scope of the annual audit and any special audits; (ii) to review the form and substance of the funds' financial statements and reports, including each fund's disclosures under "Management's 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 management's responses thereto; (iv) to review the resolution of any disagreements between the independent accountants and management regarding the funds' financial reporting; and (v) to review the form of opinion the independent accountants propose to render to the Board and shareholders. The Audit Committee should request from the independent auditors a frank assessment of management.
9. 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 fund's annual report. The Board delegates to the Audit Committee the authority to release the funds' financial statements for publication in the annual and semi-annual report, subject to the Board's right to review and ratify such financial statements following publication. With respect to each fund, to review and discuss with each fund's management and independent auditor the funds' audited financial statements and the matters about which Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU 380) requires discussion. The Audit Committee shall prepare an annual committee report for inclusion where necessary in the proxy statement of a fund relating to its annual meeting of security holders or in any other filing required by the SEC's rules.
10. To receive and consider reports on the audit functions of the independent auditors and the extent and quality of their auditing programs.
11. To assist the Board of Trustees in monitoring the Office of the Chief Compliance Officer (the "CCO") by:
Reviewing, no less frequently than annually, the CCO's report on the operation of the compliance programs of the funds and compliance programs of the funds' adviser, sub-advisers, principal underwriter, administrator, and transfer agent (collectively, "service providers").
Reviewing matters relating to the compliance programs of the funds and the compliance programs of their service providers and compliance matters relating to the funds and their service providers as may be presented to the Committee by the CCO.
Making recommendations to the Board of Trustees regarding changes to the funds' compliance program, as may be necessary or appropriate from time to time.
Reviewing the compliance programs for proposed service providers to the funds, including subadvisers, and making recommendations regarding approval of such compliance programs to the Board of Trustees.
Reviewing regulatory inquiries relating to the funds and their service providers as may be presented to the Committee by the CCO.
Reviewing the CCO's goals and objectives and making recommendations to the Board of Trustees regarding the CCO's compensation, including bonus and merit components.
Reviewing the CCO's annual budget and making recommendations to the Board of Trustees regarding its approval and the amount of such budget that should be an expense of the funds.
12. To obtain and review, at least annually, a report by the independent auditor describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and all relationships between the independent auditor and each fund, including the disclosures required by any applicable Independence Standards Board Standard. The Audit Committee shall engage in an active dialogue with each independent auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor.
13. To review with the independent auditor any problems that may be reported to it arising out of a fund's accounting, auditing or financial reporting functions and management's response, and to receive and consider reports on critical accounting policies and practices and alternative
treatments discussed with management.
14. To review the procedures for allocating fund brokerage, the allocation of trades among various accounts under management and the fees and other charges for fund brokerage.
15. To receive and consider reports from the independent auditors regarding reviews of the operating and internal control structure of custodian banks and transfer agents, including procedures to safeguard fund assets.
16. To monitor securities pricing procedures and review their implementation with management, management's internal auditors, independent auditors and others as may be required.
17. To establish and monitor, or cause to be established and monitored, procedures for the receipt, retention, and treatment of complaints received by a fund regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the investment adviser, administrator, principal underwriter or any other provider of accounting-related services for a listed fund, as well as employees of the fund, if any, regarding questionable accounting or auditing matters, as and when required by applicable rules or listing requirements. The procedures currently in effect are attached as Exhibit A.
18. To report regularly to the Board of Trustees, including providing the Audit Committee's conclusions with respect to the independent auditor and the funds' financial statements and accounting controls.
E. Subcommittees. The Audit Committee may, to the extent permitted by applicable law, form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to preapprove audit or non-audit services shall be presented to the full Audit Committee at its next meeting.
F. Additional Responsibilities. The Committee shall serve as the "qualified legal compliance committee" (as such term is defined in 17 CFR Part 205)("QLCC"), the duties of which are listed on Exhibit B to this charter; and shall also perform other tasks assigned to it from time to time by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.
G. Funding. Each fund shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Trustees, for payment of:
1. Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the fund.
2. Compensation to any counsel, advisers, experts or consultants engaged by the Audit Committee under Paragraph J of this charter.
3. Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
H. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Board of Trustees, as appropriate. The designation of a person as an "audit committee financial expert", within the meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board of Trustees. Any additional compensation of Audit Committee members shall be as determined by the Board of Trustees. No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from a fund, other than fees paid in his or her capacity as a member of the Board of Trustees or a committee of the Board of Trustees. The members of the Audit Committee should confirm that the minutes of the Audit Committee's meetings accurately describe the issues considered by the Committee, the process the Committee used to discuss and evaluate such issues and the Committee's final determination of how to proceed. The minutes should document the Committee's consideration of issues in a manner that demonstrates that the Committee acted with due care.
I. Evaluation. At least annually, the Audit Committee shall evaluate its own performance, including whether the Audit 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.
EXHIBIT A
Policy for Raising and Investigating Complaints or Concerns About Accounting or Auditing Matters
As contemplated by the Audit Committee Charter, the Committee has established the following procedures for:
the receipt, retention and treatment of complaints received by a fund regarding accounting, internal accounting controls or auditing matters; and
the confidential, anonymous submission by employees of the investment adviser, administrator, principal underwriter or any other provider of accounting-related services for a listed fund, as well as employees of the fund ("covered persons") of concerns regarding questionable accounting or auditing matters.
A. Policy Objectives
The objective of this policy is to provide a mechanism by which complaints and concerns regarding accounting, internal accounting controls or auditing matters may be raised and addressed without the fear or threat of retaliation. The funds desire and expect that covered persons will report any complaints or concerns they may have regarding accounting, internal accounting controls or auditing matters.
B. Procedures for Raising Complaints and Concerns
The funds' Secretary shall be responsible for communicating these procedures to covered persons. Covered persons with complaints regarding accounting, internal accounting controls or auditing matters or concerns regarding questionable accounting or auditing matters may submit such complaints or concerns to the attention of the funds' Secretary by sending a letter or other writing to the funds' principal executive offices. Complaints and concerns may be made anonymously. Alternatively, any complaints or concerns may also be communicated anonymously directly to any member of the Audit 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.
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, the QLCC, or any other party with a need to know of the receipt of a complaint or concern and/or the progress or results of any review and/or investigation of a complaint or concern. The chair of the Audit 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.
EXHIBIT B |
QLCC DUTIES AND RESPONSIBILITIES
The QLCC shall adopt written procedures for the confidential receipt, retention, and consideration of any report of evidence of a material violation.
The QLCC has the authority and responsibility, once a report of evidence of a material violation by a fund, its officers, directors, employees or agents has been received by the QLCC:
1. to inform the CLO and CEO of such report (except in the case where the reporting attorney reasonably believes that it would be futile to report evidence of a material violation to the CLO and CEO, and has informed the QLCC of such belief); and
2. to determine whether an investigation is necessary or appropriate, and, if it determines an investigation is necessary or appropriate, to:
(A) notify the Board of Trustees; |
(B) notify the funds' CCO;
(C) initiate an investigation, which may be conducted either by the CLO or by outside attorneys; and
(D) retain such additional expert personnel as the QLCC deems necessary;
and, at the conclusion of such investigation, to:
(A) recommend, by majority vote, that the fund implement an appropriate response to evidence of a material violation; and
(B) inform the CLO, CEO the funds' CCO and the Board of Trustees of the results of any such investigation and the appropriate remedial measures.
3. by majority vote, to take all other appropriate action, including notifying the U.S. Securities and Exchange Commission in the event that the fund fails in any material respect to implement an appropriate response that the QLCC has recommended.
JOHN HANCOCK
FUNDS |
GOVERNANCE COMMITTEE CHARTER
A. Composition. The Governance Committee shall be composed entirely of Trustees who are "independent" as defined in the rules of the New York Stock Exchange ("NYSE") and the NASDAQ Stock Market, Inc. ("NASDAQ") or any other exchange, as applicable, and are not "interested persons" as defined in the Investment Company Act of 1940 of any of the funds, or of any fund's investment adviser or principal underwriter (the "Independent Trustees") who are designated for membership from time to time by the Board of Trustees. The Chairman of the Board shall be a member of the Governance Committee.
B. Overview. The overall charter of the Governance Committee is to make recommendations to the Board on issues related to corporate governance applicable to the Independent Trustees and to the composition and operation of the Board, and to assume duties, responsibilities and functions to recommend nominees to the Board, together with such additional duties, responsibilities and functions as are delegated to it from time to time.
C. Specific Responsibilities. The Governance Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:
1. Except where the funds are legally required to nominate individuals recommended by others, to recommend to the Board of Trustees individuals for nomination to serve as Trustees.
2. To consider, as it deems necessary or appropriate, the criteria for persons to fill existing or newly created Trustee vacancies. The Governance Committee shall use the criteria and principles set forth in Annex A to guide its Trustee selection process.
3. To consider and recommend the amount of compensation to be paid by the funds to the Independent Trustees, including incremental amounts, if any, payable to Committee Chairmen, and to address compensation-related matters.
4. To consider and recommend the duties and compensation of the Chairman of the Board.
5. To consider and recommend changes to the Board regarding the size, structure, and composition of the Board.
6. To evaluate, from time to time, the retirement policies for the Independent Trustees.
7. To develop and recommend to the Board guidelines for corporate governance ("Corporate Governance Guidelines") for the funds that take into account the rules of the NYSE and any applicable law or regulation, and to periodically review and assess the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
8. To monitor all expenditures of the Board or the Committees or the Independent Trustees not otherwise incurred and/or monitored by a particular Committee, including, but not limited to: legal, consulting, and D&O insurance costs; association dues, including Investment Company Institute membership dues; meeting expenditures and policies relating to
reimbursement of travel expenses and expenses associated with offsite meetings; expenses associated with Trustee attendance at educational or informational conferences; and publication expenses.
9. To consider, evaluate and make recommendations and necessary findings regarding independent legal counsel and any other advisers, experts or consultants, that may be engaged by the Board of Trustees, by the Trustees who are not "interested persons" as defined in the Investment Company Act of 1940 of any of the funds or any fund's investment adviser or principal underwriter, or by the Governance Committee, from time to time, other than as may be engaged directly by another Committee.
10. To periodically review the Board's committee structure and the charters of the Board's committees, and recommend to the Board of Trustees changes to the committee structure and charters as it deems appropriate.
11. To coordinate and administer an annual self-evaluation of the Board, which will include, at a minimum, a review of its effectiveness in overseeing the number of funds in the fund complex and the effectiveness of its committee structure.
12. To report its activities to Board of Trustees and to make such recommendations with respect to the matters described above and other matters as the Governance Committee may deem necessary or appropriate.
D. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by the Chairman of the Board or by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.
E. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, and making reports to the Board of Trustees, as appropriate.
F. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds' expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.
G. Review. The Committee shall review this Charter periodically and recommend such changes to the Board of Trustees as it deems desirable.
ANNEX A General Criteria |
1. Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.
2. Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the funds and should be willing and able to contribute positively to the decision-making process of the funds.
3. Nominees should have a commitment to understand the funds, and the responsibilities of a trustee/director of an investment company and to regularly attend and participate in meetings of the Board and its committees.
4. Nominees should have the ability to understand the sometimes conflicting interests of the various constituencies of the funds, including shareholders and the management company, and to act in the interests of all shareholders.
5. Nominees should not have, nor appear to have, a conflict of interest that would impair their ability to represent the interests of all the shareholders and to fulfill the responsibilities of a director/trustee.
Application of Criteria to Existing Trustees
The renomination of existing Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Governance Committee shall consider the existing Trustee's performance on the Board and any committee.
Review of Shareholder Nominations |
Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the Governance Committee. In evaluating a nominee recommended by a shareholder, the Governance Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder's candidate among the slate of its designated nominees, the candidate's 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 shareholder's candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the funds' proxy statement.
As long as an existing Independent Trustee continues, in the opinion of the Governance Committee, to satisfy the criteria listed above, the Committee generally would favor the re-nomination of an existing Trustee rather than a new candidate. Consequently, while the Governance Committee will consider nominees recommended by shareholders to serve as trustees, the Governance Committee may only act upon such recommendations if there is a vacancy on the Board, or the Governance Committee determines that the selection of a new or additional Trustee is in the best interests of the fund. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Governance Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Governance Committee. The Governance Committee may retain a consultant to assist the Committee in a search for a qualified candidate.
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