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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-
57347 |
John Hancock Financial Trends Fund,
Inc. (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 Attorney 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: | December 31 |
Date of reporting period: |
June 30, 2006 |
ITEM 1. REPORT TO SHAREHOLDERS.
|
Table of contents |
|
Your fund at a glance |
page 1 |
|
Managers report |
page 2 |
|
Funds investments |
page 6 |
|
Financial statements |
page 10 |
|
For more information |
page 21 |
|
Dear Fellow Shareholders,
After producing modest returns in 2005, the stock market advanced smartly in the first four months of 2006. Investors were encouraged by solid corporate earnings, a healthy economy and stable inflation, which suggested the Federal Reserve could be coming close to the end of its two-year campaign of raising interest rates. Those hopes were dashed in May, however, when economic data suggested a resurgence of inflation and more Fed rate hikes. The result was a significant increase in volatility and a market pullback that continued into June, erasing much of the earlier gains. For the first six months of 2006, the market advanced slightly, returning 2.71%, as measured by the Standard & Poors 500 Index.
In the midst of the turmoil, financial stocks and the Fund managed to outperform the broad market. As Jim Schmidt reports on the following pages, the Fund produced very competitive returns of 5.19% at net asset value (NAV) through June 30, 2006, and 6.18% at market price a premium over the NAV return.
With the financial markets about-face and increased volatility, it is anyones guess where the market will end 2006, especially given the wild cards of interest rate moves and record-high energy prices and their impact on the economy and corporate profits.
One thing we do know, however, is that the stock markets pattern is one of extremes. Consider the last 10 years. From 1995 through 1999, we saw double-digit returns in excess of 20% per year, only to have 2000 through 2002 produce ever-increasing negative results, followed by another 20%-plus up year in 2004 and a less than 5% advance in 2005. Since 1926, the market, as measured by the Standard & Poors 500 Index, has produced average annual results of 10.4% . However, that normal return is rarely produced in any given year. In fact, calendar-year returns of 8% to 12% have occurred only five times in the 80 years since 1926.
Given this backdrop of market extremes, we are well aware of the importance of our oversight role. I can assure you that your funds Board of Directors will continue to work hard on your behalf, putting your interests above all else.
Sincerely,
Franklin C. Golden, Chairman of John Hancock Financial Trends Fund, Inc. |
This commentary reflects the chairmans views as of June 30, 2006. They are subject to change at any time.
YOUR
FUND AT A GLANCE The Fund seeks long-term capital appreciation with current income as a secondary objective by investing at least 80% of its assets in stocks of U.S. and foreign financial services companies of any size. |
Over the last six months | |
■ |
The stock market had a stellar first quarter and then turned |
sharply down and became more volatile over interest rate and | |
inflation concerns. | |
■ |
Financial stocks held up better than the overall market, in part |
because they are viewed as a safe haven in volatile times. | |
■ |
The Funds focus on regional banks, and good selection within the |
group, helped it outperform its benchmark index and peers. |
The total returns for the Fund are at net asset value and include the reinvestment of all distributions. The performance data contained within this material represents past performance, which does not guarantee future results.
Top 10 holdings | |
4.5% | Bank of America Corp. |
3.0% | Wachovia Corp. |
2.9% | Pinnacle Financial Partners, Inc. |
2.8% | Wells Fargo & Co. |
2.8% | Citigroup, Inc. |
2.7% | Zions Bancorp. |
2.7% | Prudential Financial, Inc. |
2.6% | U.S. Bancorp. |
2.5% | SunTrust Banks, Inc. |
2.3% | Seacoast Banking Corp. of Florida |
As a percentage of net assets on June 30, 2006.
1
BY JAMES K. SCHMIDT, CFA, LISA A.
WELCH AND ROGER C. HAMILTON, FOR THE SOVEREIGN ASSET MANAGEMENT LLC PORTFOLIO MANAGEMENT TEAM |
MANAGERS REPORT |
JOHN HANCOCK Financial Trends Fund, Inc. |
Recently Roger Hamilton was named a portfolio manager on the management team, replacing Thomas Finucane, who left the company to pursue other opportunities. In addition to being a member of several other management teams since joining John Hancock in 1994, Mr. Hamilton has worked with the financial investment team for the past two years as an analyst covering the insurance industry.
After a spectacular beginning
to 2006, the stock market began a downturn in mid-May. |
After a spectacular beginning to 2006, the stock market began a downturn in mid-May. The first four-plus months saw strong and steady upward progress, with the Dow Jones Industrial Average flirting with a new record high. Its success stemmed from the combination of a strong economy, good corporate earnings growth and still-tame inflation. Even though interest rates kept rising thanks to a two-year rate-hike campaign by the Federal Reserve, investors believed we were soon coming to the end of the cycle. But by mid-May, investor sentiment had changed. Faster-than-expected consumer price increases and robust economic growth led to new infla-tion fears and the belief that more rate increases lay ahead. In addition, comments by the new Fed chairman Ben Bernanke first suggesting an end to the rate-hike cycle and then reversing his stance in May only upped investors uncertainty. As a result, the broad market, as represented by the Standard & Poors 500 Index, increased only modestly, returning 2.71% for the six months ended June 30, 2006.
Financial stocks held up better than the broad market, returning 3.12% in the same period, as measured by the Standard & Poors 500 Financial Index. The financial group was bolstered early in the period by the stellar results of the market-sensitive companies such as investment bankers and asset managers. When this group fell along with the market, regional banks rose to the top in the more volatile second half of the period, as investors viewed them as a safe haven, with their steady, albeit moderate, earnings
2
growth. Whats more, bank stocks benefited from investors belief that they would outperform once the Feds rate hikes were done.
Fund performance
For the six months ended June 30, 2006, John Hancock Financial Trends Fund, Inc. posted a total return of 5.19% at net asset value and 6.18% at market value. The difference in the Funds net asset value (NAV) performance and its market 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 Funds NAV share price at any time. The Funds NAV return exceeded the Funds benchmark Standard & Poors 500 Financial Index and the 3.68% return of the average open-end Specialty-Financial Services fund, according to Morningstar, Inc.
Bank overweight drives performance
The Funds main driver of outperformance of its benchmark index and peers was our overweight in regional banks and good stock selection within that group.
The Funds main driver of
outper- formance of its benchmark index and peers was our overweight in regional banks and good stock selection within that group. |
Some of our better performers came from our small- and mid-cap bank group, including Pinnacle Financial Partners, Inc. Investors like this Nashville banks consistent, better-than-average earnings growth. Compass Bancshares, Inc., Seacoast Banking Corp. of Florida and Colonial BancGroup, Inc. were other smaller banks whose stocks rose along with their good earnings growth.
Several of our small banks located on the Gulf Coast experienced strong performance in the wake of hurricanes Katrina and Rita, as relief funds poured into the region for rebuilding and credit quality held up relatively well. The subsequent improvement in earnings boosted the stocks of Hancock Holding Co., BancorpSouth, Inc. and Whitney Holding Corp. of New Orleans, as investors recognized that economic recovery would be an ongoing process in the region.
Superregionals and investment bankers trade places
Although market-sensitive financial stocks dropped like a stone in the latter half of the period, several of our holdings did so well in the first half that they managed to positively contribute to the
3
Industry | |
distribution1 | |
| |
Regional | |
banks | 42% |
| |
Other diversified | |
financial | |
services | 9% |
| |
Diversified | |
banks | 9% |
| |
Asset management | |
& custody banks | 9% |
| |
Investment banking | |
& brokerage | 7% |
| |
Life & health | |
Insurance | 6% |
| |
Thrifts & mortgage | |
finance | 5% |
| |
Multi-line | |
insurance | 4% |
| |
Property & casualty | |
insurance | 3% |
| |
Reinsurance | 1% |
| |
Diversified capital | |
markets | 1% |
| |
Insurance | |
brokers | 1% |
Funds performance for the period overall. These included Raymond James Financial, Inc., which had strong production in the fourth quarter resulting in solid earnings, and Goldman Sachs Group, Inc., which experienced two of its best earnings quarters ever. Considered best in class, Goldman continues to gain market share as it expands globally and diversifies its product lines beyond the traditional trading and deal making into commodities, fixed income and credit products. Such diversity means it has a better chance of performing well even if its not firing on all cylinders.
Later in the period, some of our large superregionals began to outperform as investors gravitated to them as a safer trade out of brokers into banks. Some of our biggest contributors included PNC Financial Services Group, Inc., Bank of America Corp., Wells Fargo & Co., JPMorgan Chase & Co., SunTrust Banks, Inc. and U.S. Bancorp. During the period, we took profits and trimmed our positions in some of the market-sensitive names and moved into insurance stocks and other financial stocks with cheaper valuations.
Laggards
The drags on performance were primarily due to company-specific issues. Legg Mason Inc.s stock fell as investors became concerned that its recent deal to give Citigroup, Inc. its brokerage arm in exchange for Citigroups asset management group was not going as well as had been hoped. Mortgage giant Freddie Mac continued to struggle with regulatory risk issues and regional bank City National Corp. suffered earnings disappointments in two consecutive quarters. Insurer American International Group, Inc. (AIG) had two quarters of mixed results and investors have begun to question
4
if the new leadership can fill the shoes of the companys now-departed long-time leader.
Looking forward, the prospects
for financial stocks remain generally favorable. |
Outlook
Looking forward, the prospects for financial stocks remain generally favorable. The economy is still growing, there are no early signs of credit deterioration and commercial loan growth remains strong. However, the flat yield curve and hyper-competitive deposit pricing are putting pressure on banks net interest margins. And the downturn in the market has weighed on the market-sensitive financial names. We continue to view some of the larger cap banks including some foreign names as having the best value due to their relatively lower price/earnings ratios. In the small- and mid-cap bank stocks, we have taken profits in some names whose valuations have gotten too rich and we have initiated or added to positions that are trading at more attractive valuations. We also continue to like the valuation of some of the property and casualty insurance stocks.
We believe that the recent pick-up in bank merger activity will continue, particularly given the more difficult operating environment. While price/earnings ratios remain inversely correlated to bank size, the differential has narrowed, making it easier for larger banks to purchase the smaller institutions.
This commentary reflects the views of the portfolio managers through the end of the Funds 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.
Sector investing is subject to greater risks than the market as a whole.
1 As a percentage of net assets on June 30, 2006.
5
F I N A N C I A L S TAT E M E N T S
FUNDS INVESTMENTS |
Securities owned by the Fund on June 30, 2006 (unaudited) |
This schedule is divided into
two main categories: common stocks and short-term investments. Common stocks are further broken down by industry group. Short-term investments, which represent the Funds cash position, are listed last. |
Issuer | Shares | Value |
| ||
Common stocks 98.29% | $80,321,087 | |
(Cost $41,471,174) | ||
Asset Management & Custody Banks 8.86% |
7,239,976 | |
| ||
Affiliated Managers Group, Inc. (I)(L) | 16,700 | 1,451,063 |
| ||
Bank of New York Co., Inc. (The) | 24,000 | 772,800 |
| ||
Eaton Vance Corp. | 20,000 | 499,200 |
| ||
Franklin Resources, Inc. | 11,500 | 998,315 |
| ||
Legg Mason, Inc. | 15,650 | 1,557,488 |
| ||
Northern Trust Corp. | 5,000 | 276,500 |
| ||
State Street Corp. | 29,000 | 1,684,610 |
Data Processing & Outsourced Services 0.05% |
41,280 | |
| ||
MasterCard, Inc. (Class A) (I) | 860 | 41,280 |
Diversified Banks 8.99% |
7,348,815 | |
| ||
HSBC Holdings Plc, American Depositary Receipt (United Kingdom) | 5,500 | 485,925 |
| ||
U.S. Bancorp. | 68,000 | 2,099,840 |
| ||
Wachovia Corp. | 45,653 | 2,468,914 |
| ||
Wells Fargo & Co. | 34,200 | 2,294,136 |
Diversified Capital Markets 0.67% |
548,500 | |
| ||
UBS AG (Switzerland) | 5,000 | 548,500 |
Insurance Brokers 0.64% |
522,796 | |
| ||
Marsh & McLennan Cos., Inc. | 10,000 | 268,900 |
| ||
National Financial Partners Corp. | 5,730 | 253,896 |
Investment Banking & Brokerage 7.42% |
6,062,735 | |
| ||
Goldman Sachs Group, Inc. (The) | 3,500 | 526,505 |
| ||
Lehman Brothers Holdings, Inc. | 22,000 | 1,433,300 |
| ||
Merrill Lynch & Co., Inc. | 22,000 | 1,530,320 |
| ||
Morgan Stanley | 7,750 | 489,878 |
| ||
Raymond James Financial, Inc. | 59,925 | 1,813,930 |
| ||
TD Ameritrade Holding Corp. | 18,150 | 268,802 |
See notes to financial statements. |
6
F I N A N C I A L S TAT E M E N T S
Issuer | Shares | Value |
Life & Health Insurance 6.00% |
$4,901,277 | |
| ||
AFLAC, Inc. | 25,000 | 1,158,750 |
| ||
Prudential Financial, Inc. | 28,510 | 2,215,227 |
| ||
StanCorp Financial Group, Inc. | 30,000 | 1,527,300 |
Multi-Line Insurance 3.83% |
3,131,862 | |
| ||
American International Group, Inc. | 17,000 | 1,003,850 |
| ||
Genworth Financial, Inc. (Class A) | 15,550 | 541,762 |
| ||
Hartford Financial Services Group, Inc. (The) | 18,750 | 1,586,250 |
Other Diversified Financial Services 9.38% |
7,668,701 | |
| ||
Bank of America Corp. | 76,008 | 3,655,985 |
| ||
Citigroup, Inc. | 46,650 | 2,250,396 |
| ||
JPMorgan Chase & Co. | 41,960 | 1,762,320 |
Property & Casualty Insurance 3.27% |
2,674,236 | |
| ||
Ambac Financial Group, Inc. | 7,000 | 567,700 |
| ||
Assured Guaranty Ltd. (Bermuda) | 22,650 | 574,630 |
| ||
Axis Capital Holdings Ltd. (Bermuda) | 11,500 | 329,015 |
| ||
ProAssurance Corp. (I) | 17,615 | 848,691 |
| ||
Republic Companies Group, Inc. | 20,000 | 354,200 |
Regional Banks 42.34% |
34,598,607 | |
| ||
Alabama National Bancorp. | 9,500 | 647,425 |
| ||
Ameris Bancorp. | 21,480 | 497,047 |
| ||
BancorpSouth, Inc. | 36,167 | 985,551 |
| ||
BB&T Corp. (L) | 38,382 | 1,596,307 |
| ||
BOK Financial Corp. | 26,776 | 1,329,964 |
| ||
Capital City Bank Group, Inc. | 26,327 | 795,075 |
| ||
City National Corp. | 18,550 | 1,207,419 |
| ||
Colonial BancGroup, Inc. (The) | 38,112 | 978,716 |
| ||
Commerce Bancshares, Inc. | 17,497 | 875,725 |
| ||
Commercial Bankshares, Inc. | 35,551 | 1,314,676 |
| ||
Community Bancorp. (I) | 880 | 27,350 |
| ||
Compass Bancshares, Inc. | 24,525 | 1,363,590 |
| ||
Fifth Third Bancorp. | 15,500 | 572,725 |
| ||
First Bancorp. of North Carolina | 18,532 | 389,172 |
| ||
First Charter Corp. | 28,500 | 699,105 |
| ||
First Horizon National Corp. | 20,580 | 827,316 |
| ||
Hancock Holding Co. | 11,000 | 616,000 |
| ||
LSB Bancshares, Inc. | 56,512 | 976,527 |
| ||
M&T Bank Corp. | 8,000 | 943,360 |
| ||
Marshall & Ilsley Corp. | 18,750 | 857,625 |
See notes to financial statements. |
7
F I N A N C I A L S TAT E M E N T S
Issuer | Shares | Value | ||
Regional Banks (continued) | ||||
| ||||
National City Corp. | 15,000 | $542,850 | ||
| ||||
North Fork Bancorp., Inc. | 20,500 | 618,485 | ||
| ||||
Peoples BancTrust Co., Inc. (The) | 52,800 | 1,213,344 | ||
| ||||
Pinnacle Financial Partners, Inc. (I)(L) | 78,000 | 2,373,540 | ||
| ||||
PNC Financial Services Group, Inc. | 22,500 | 1,578,825 | ||
| ||||
Provident Bankshares Corp. | 20,156 | 733,477 | ||
| ||||
Seacoast Banking Corp. of Florida | 69,520 | 1,851,318 | ||
| ||||
Summit Bancshares, Inc. | 18,600 | 394,506 | ||
| ||||
SunTrust Banks, Inc. | 26,556 | 2,025,161 | ||
| ||||
SVB Financial Group (I) | 11,000 | 500,060 | ||
| ||||
Synovus Financial Corp. | 15,600 | 417,768 | ||
| ||||
TCF Financial Corp. | 40,650 | 1,075,193 | ||
| ||||
Trustmark Corp. | 32,000 | 991,040 | ||
| ||||
Western Alliance Bancorp. (I) | 980 | 34,084 | ||
| ||||
Whitney Holding Corp. | 14,300 | 505,791 | ||
| ||||
Zions Bancorp. | 28,772 | 2,242,490 | ||
Reinsurance 1.03% |
839,809 | |||
| ||||
Max Re Capital Ltd. (Bermuda) | 14,600 | 318,864 | ||
| ||||
RenaissanceRe Holdings Ltd. (Bermuda) | 10,750 | 520,945 | ||
Specialized Finance 0.43% |
349,297 | |||
| ||||
CIT Group, Inc. | 6,680 | 349,297 | ||
Thrifts & Mortgage Finance 5.38% |
4,393,196 | |||
| ||||
Countrywide Financial Corp. | 15,150 | 576,912 | ||
| ||||
First Financial Holdings, Inc. | 40,500 | 1,296,000 | ||
| ||||
Freddie Mac | 8,450 | 481,734 | ||
| ||||
Hudson City Bancorp., Inc. | 34,150 | 455,220 | ||
| ||||
South Street Financial Corp. | 95,000 | 854,050 | ||
| ||||
Washington Mutual, Inc. | 16,000 | 729,280 | ||
Interest | Par value | |||
Issuer, description, maturity date | rate | (000) | Value | |
| ||||
Short-term investments 3.81% | $3,116,507 | |||
(Cost $3,116,507) | ||||
Certificates of Deposit 0.03% |
25,393 | |||
| ||||
Deposits in mutual banks | $25 | 25,393 |
See notes to financial statements. |
8
F I N A N C I A L S TAT E M E N T S
Interest | Par value | |||
Issuer, description, maturity date | rate | (000) | Value | |
Joint Repurchase Agreement 1.66% | $1,357,000 | |||
| ||||
Investment in a joint repurchase agreement transaction | ||||
with Morgan Stanley Dated 6-30-06 due 7-3-06 | ||||
(Secured by U.S. Treasury Inflation Indexed Note 1.875% | ||||
due 7-15-15) | 4.550% | $1,357 | 1,357,000 | |
Shares | ||||
Cash Equivalents 2.12% | 1,734,114 | |||
| ||||
AIM Cash Investment Trust (T) | 1,734,114 | 1,734,114 | ||
| ||||
Total investments 102.10% | $83,437,594 | |||
| ||||
Other assets and liabilities, net (2.10%) | ($1,713,790) | |||
| ||||
Total net assets 100.00% | $81,723,804 |
(I) Non-income-producing security.
(L) All or a portion of this security is on loan as of June 30, 2006.
(T) Represents investment of securities lending collateral.
Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer.
The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund.
See notes to financial statements. |
9
F I N A N C I A L S TAT E M E N T S
ASSETS
AND LIABILITIES |
June 30, 2006 (unaudited) This Statement of Assets and Liabilities is the Funds balance sheet. It shows the value of what the Fund owns, is due and owes. Youll also find the net asset value for each common share. |
Assets | |
Investments, at value (cost $44,587,681) | |
including $1,700,112 of securities loaned | $83,437,594 |
Cash | 278 |
Receivable for investments sold | 437,600 |
Dividends and interest receivable | 126,615 |
Total assets | 84,002,087 |
Liabilities | |
Payable for investments purchased | 478,694 |
Payable upon return of securities loaned | 1,734,114 |
Payable to affiliates | |
Management fees | 50,909 |
Other | 13,107 |
Other payables and accrued expenses | 1,459 |
Total liabilities | 2,278,283 |
Net assets | |
Capital paid-in | 40,212,716 |
Accumulated net realized gain on investments | 2,086,489 |
Net unrealized appreciation of investments | 38,849,913 |
Accumulated net investment income | 574,686 |
Net assets | $81,723,804 |
Net asset value per share | |
Based on 3,993,124 shares outstanding | |
50 million shares authorized with par value | |
of $0.001 per share. | $20.47 |
See notes to financial statements. |
10
F I N A N C I A L S TAT E M E N T S
OPERATIONS For the period ended June 30, 2006 (unaudited)1 This Statement of Operations summarizes the Funds investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated. |
Investment income | |
Dividends | $964,881 |
Interest | 29,212 |
Securities lending | 923 |
Total investment income | 995,016 |
Expenses | |
Investment management fees | 264,396 |
Directors fees | 77,315 |
Administration fees | 61,014 |
Professional fees | 36,568 |
Printing | 11,635 |
Miscellaneous | 11,083 |
Custodian fees | 10,073 |
Transfer agent fees | 7,505 |
Related party fees | |
Compliance fees | 1,047 |
Total expenses | 480,636 |
Net investment income | 514,380 |
Realized and unrealized gain | |
Net realized gain on investments | 1,864,298 |
Change in net unrealized appreciation | |
(depreciation) of investments | 1,656,201 |
Net realized and unrealized gain | 3,520,499 |
1 Semiannual period from 1-1-06 to 6-30-06.
See notes to financial statements. |
11
F I N A N C I A L S TAT E M E N T S
CHANGES
IN NET ASSETS |
These
Statements of Changes in Net Assets show how the value of the Funds net assets has changed during the last two periods. The difference reflects earnings less expenses, any investment gains and losses, and distributions, if any, paid to shareholders. |
Year | Period | |
ended | ended | |
12-31-05 | 6-30-061 | |
| ||
Increase (decrease) in net assets | ||
From operations | ||
Net investment income | $904,560 | $514,380 |
Net realized gain | 1,433,399 | 1,864,298 |
Change in net unrealized | ||
appreciation (depreciation) | 2,412,459 | 1,656,201 |
Increase in net assets resulting | ||
from operations | 4,750,418 | 4,034,879 |
Distributions to common shareholders | ||
From net investment income | (878,487) | |
From net realized gain | (2,411,048) | |
(3,289,535) | | |
| ||
Net assets | ||
Beginning of period | 76,228,042 | 77,688,925 |
End of period2 | $77,688,925 | $81,723,804 |
1 Semiannual period from 1-1-06 to 6-30-06. Unaudited.
2 Includes accumulated net investment income of $60,306 and $574,686, respectively.
See notes to financial statements. |
12
F I N A N C I A L H I G H L I G H T S
FINANCIAL HIGHLIGHTS |
COMMON
SHARES The Financial Highlights show how the Funds net asset value for a share has changed since the end of the previous period. |
PERIOD ENDED | 12-31-011 | 12-31-021 | 12-31-031 | 12-31-041 | 12-31-05 | 6-30-062 |
| ||||||
Per share operating performance | ||||||
Net asset value, | ||||||
beginning of period | $16.58 | $15.67 | $14.39 | $17.63 | $19.09 | $19.46 |
Net investment income3 | 0.22 | 0.16 | 0.17 | 0.19 | 0.23 | 0.13 |
Net realized and unrealized | ||||||
gain (loss) on investments | 1.49 | (0.66) | 3.814 | 2.44 | 0.96 | 0.88 |
Total from | ||||||
investment operations | 1.71 | (0.50) | 3.98 | 2.63 | 1.19 | 1.01 |
Less distributions | ||||||
From net investment income | (0.24) | (0.16) | (0.16) | (0.20) | (0.22) | |
From net realized gain | (2.38) | (0.62) | (0.58) | (0.97) | (0.60) | |
(2.62) | (0.78) | (0.74) | (1.17) | (0.82) | | |
Net asset value, end of period | $15.67 | $14.39 | $17.63 | $19.09 | $19.46 | $20.47 |
Per share market value, | ||||||
end of period | $13.17 | $12.36 | $18.40 | $17.47 | $16.68 | $17.71 |
Total return at market value5 (%) | 14.41 | (0.25) | 58.66 | 1.54 | 0.21 | 6.186 |
Ratios and supplemental data | ||||||
Net assets, end of period | ||||||
(in millions) | $62 | $57 | $70 | $76 | $78 | $82 |
Ratio of expenses | ||||||
to average net assets (%) | 1.23 | 1.16 | 1.20 | 1.22 | 1.18 | 1.197 |
Ratio of net investment income | ||||||
to average net assets (%) | 1.23 | 1.04 | 1.04 | 1.04 | 1.21 | 1.287 |
Portfolio turnover (%) | 53 | 42 | 26 | 10 | 4 | 6 |
1 Audited by previous auditor.
2 Semiannual period from 1-1-06 to 6-30-06. Unaudited.
3 Based on the average of the shares outstanding.
4 Net of federal income taxes of $0.39 per share for the year ended 12-31-03, on net long-term capital gains retained by the Fund.
5 Assumes dividend reinvestment.
6 Not annualized.
7 Annualized.
See notes to financial statements. |
13
NOTES TO
STATEMENTS Unaudited |
Note A
Accounting policies
John Hancock Financial Trends Fund, Inc. (the Fund) is a diversified closed-end management investment company registered under the Investment Company Act of 1940.
Significant accounting
policies of the Fund are as follows: |
Valuation of investments
Securities in the Funds portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or, if quotations are not readily available, or the value has been materially affected by events occurring after the closing of a foreign market, at fair value as determined in good faith in accordance with procedures approved by the Directors. Short-term debt investments which have a remaining maturing of 60 days or less may be valued at amortized cost, which approximates market value. Investments in AIM Cash Investment Trust are valued at their net asset value each business day.
Joint repurchase agreement
Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with other registered investment companies having a 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), may participate in a joint repurchase agreement transaction. Aggregate cash balances are invested in one or more large repurchase agreements, whose underlying securities are obligations of the U.S. government and/or its agencies. The Funds custodian bank receives delivery of the underlying securities for the joint account on the Funds behalf. The Adviser is responsible for ensuring that the agreement is fully collateralized at all times.
Investment transactions
Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis.
Securities lending
The Fund may lend securities to certain qualified brokers who pay the Fund negotiated lender fees. The loans are collateralized at all times with cash or securities with a market value at least equal to the market value of the securities on loan. As with other extensions of credit, the Fund may bear the risk of delay of the loaned securities in recovery or even loss of rights in the collateral, should the borrower of the securities fail financially. On June 30, 2006, the Fund loaned securities having a market value of $1,700,112 collateralized by cash in the amount of $1,734,114. The cash collateral was invested in a short-term instrument. Securities lending expenses are paid by the Fund to the Adviser.
14
Federal income taxes
The Fund qualifies 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.
In June 2006, Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes (the Interpretation) 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. This Interpretation 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 recently begun to evaluate the application of the Interpretation to the Fund, and has not at this time quantified the impact, if any, resulting from the adoption of this Interpretation 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 securities, on the date thereafter when the Fund identifies the dividend. 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. During the year ended December 31, 2005, the tax character of distributions paid was as follows: ordinary income $991,732 and long-term capital gains $2,297,803.
Such distributions, 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, are reported in the Funds financial statements as a return of capital.
Use of estimates
The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates.
Note B Management and administration fees and transactions with affiliates and others |
The Fund has an investment management contract with the Adviser, under which the Adviser furnishes office space, furnishings and equipment and provides the services of persons to manage the investment of the Funds assets and to continually review, supervise and administer the Funds investment program. Under the investment management agreement the Fund pays a monthly management fee to the Adviser at an annual rate of 0.65% of the Funds average weekly net asset value, or a flat annual fee of $50,000, whichever is higher. If total Fund expenses exceed 2% of the funds average weekly net asset value in any one year, the Fund may require the Adviser to reimburse the Fund for such excess, subject to a minimum fee of $50,000.
Effective December 31, 2005, the investment management teams of the Adviser were reorganized into Sovereign Asset Management LLC (Sovereign), a wholly owned indirect subsidiary of John Hancock Life Insurance Company (JHLICo), a subsidiary of MFC. The Adviser remains the principal advisor on the Fund and Sovereign acts as subadviser under the supervision of the Adviser. The restructuring did not
15
have an impact on the Fund, which continues to be managed using the same investment philosophy and process. The Fund is not responsible for payment of the subadvisory fees.
The Fund has an administration agreement with the Adviser under which the Adviser provides certain administrative services required by the Fund. The Fund pays a monthly administration fee to the Adviser at an annual rate of 0.15% of the Funds average weekly net assets value, or a flat annual fee of $22,000, whichever is higher. The compensation for the period amounted to $61,014. The Fund also paid the Adviser the amount of $88 for certain publishing services, included in the printing fees. The Fund also also reimbursed JHLICo for certain compliance costs, included in the Funds Statement of Operations.
The Fund does not pay remuneration to its Officers. Certain Officers of the Fund are officers of the Adviser.
Note C Fund share transactions |
The Fund had no share transactions during the last two periods.
The Fund from time-to-time may, but is not required to, make open market repurchases of its shares in order to attempt to reduce or eliminate the amount of any market value discount or to increase the net asset value of its shares, or both. In addition, the Board currently intends each quarter during periods when the Funds shares are trading at a discount from the net asset value to consider the making of tender offers. The Board may at any time, however, decide that the Fund should not make share repurchases or tender offers.
Note D 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 June 30, 2006, aggregated $4,745,998 and $5,445,776, respectively.
The cost of investments owned on June 30, 2006, including short-term investments, for federal income tax purposes, was $44,592,869. Gross unrealized appreciation and depreciation of investments aggregated $39,127,851 and $283,126, respectively, resulting in net unrealized appreciation of $38,844,725. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the tax deferral of losses on certain sales of securities.
16
Investment
objective and policy |
The Funds primary investment objective is long-term capital appreciation. Its secondary investment objective is current income. The Fund will seek to achieve its primary investment objective of long-term capital appreciation by investing at least 80% (65% prior to January 25, 2002) of its assets in stocks of U.S. and foreign financial services companies of any size. These companies include banks, thrifts, finance companies, brokerage and advisory firms, real estate-related firms, insurance companies and financial holding companies. These companies are usually regulated by governmental or quasi-governmental entities, and as a result, are subject to the risk that regulatory developments will adversely affect them. With respect to the Funds investment policy of investing at least 80% of assets in equity securities, assets is defined as net assets plus the amount of any borrowings for investment purposes. The Fund will notify shareholders at least 60 days prior to any change in this policy. In abnormal market conditions, the Fund may take temporary defensive positions. As such, the Fund may temporarily invest all of its assets in investment-grade, short-term securities. In such circumstances, the Fund may not achieve its objective. The Funds current investment restriction, relating to industry concentration, has been modified to remove the reference to the banking and savings industry so that it reads as follows: Except for temporary defensive purposes, the Fund may not invest more than 25% of its total assets in any one industry or group of related industries except that the Fund will invest more than 25% of its assets in the financial services sector.
Repurchase
agreement |
A repurchase agreement is a contract under which the Fund would acquire a security for a relatively short period (usually not more than seven days) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Funds cost plus interest). The Fund will enter into repurchase agreements only with member banks of the Federal Reserve System and with primary dealers in U.S. government securities. The Adviser will continuously monitor the creditworthiness of the parties with whom the Fund enters into repurchase agreements.
Repurchase transactions must be fully collateralized at all times, but they involve some credit risk to the Fund if the other party defaults on its obligations and the Fund is delayed or prevented from liquidating the collateral. The Fund has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Funds custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller on a repurchase agreement, the Fund could experience delays in liquidating the underlying securities and could experience losses, including the possible decline in the value of the underlying securities during the period while the Fund seeks to enforce its rights thereto, possible subnormal levels of income, lack of access to income during this period and the expense of enforcing its rights.
Bylaws
In January 2003, the Board of Directors adopted several amendments to the Funds bylaws, including provisions relating to the calling of a special meeting and requiring advance notice of shareholder proposals or nominees for Director. The advance notice provisions in the bylaws require shareholders to notify the Fund in writing of any proposal that they intend to present at an annual meeting of shareholders, including any
17
nominations for Director, between 90 and 120 days prior to the first anniversary of the mailing date of the notice from the prior years annual meeting of shareholders. The notification must be in the form prescribed by the bylaws. The advance notice provisions provide the Fund and its Directors with the opportunity to thoughtfully consider and address the matters proposed before the Fund prepares and mails its proxy statement to shareholders. Other amendments set forth the procedures that must be followed in order for a shareholder to call a special meeting of shareholders. The Fund is presently listed on NASDAQ and per a grandfathering provision it is not required to hold annual shareholder meetings. The Board approved the above amendment to the Funds bylaws to provide a defined structure for the submission of shareholder proposals should the circumstances change and an annual meeting be required. Please contact the Secretary of the Fund for additional information about the advance notice requirements or the other amendments to the bylaws.
In November 2005, the Funds Board of Directors adopted several amendments to the Funds bylaws regarding the Chairman of the Board position: The Chairman of the Board shall at all times be a director who is not an interested person of the Fund as that term is defined by the Investment Company Act of 1940. The scope of the Chairmans responsibilities and fiduciary obligations were further defined. Lastly, disclosure regarding the election, resignation and removal of the Chairman as well as the filling of a vacancy was added.
At a quarterly meeting of the Funds Board of Directors held February 13, 2006, the Board amended Article II Section 2 of the Funds bylaws to state that a special meeting of the stockholders, unless otherwise provided by law or by the Articles of Incorporation, may be called for any purpose or purposes by a majority of the Board of Directors, the President, or, subject to Section 2(c), by the Secretary of the Corporation upon the written request of stockholders entitled to cast at least 35% of all votes entitles to be cast at the meeting.
Dividend reinvestment plan
The Fund offers its registered shareholders an automatic Dividend Reinvestment Plan (the Plan), which enables each participating shareholder to have all dividends (including income dividends and/or capital gains distributions) payable in cash, reinvested by Mellon Investor Services (the Plan Agent) in shares of the Funds common stock. However, shareholders may elect not to enter into, or may terminate at any time without penalty, their participation in the Plan by notifying the Plan Agent in writing. Shareholders who do not participate in the Plan will receive all dividends in cash.
In the case of shareholders such as banks, brokers or nominees who hold shares for others who are the bene-ficial owners, the Plan Agent will administer the Plan on the basis of record ownership of shares. These record shareholders will receive dividends under the Plan on behalf of participating bene-ficial owners and cash on behalf of non-participating beneficial owners. These recordholders will then credit the beneficial owners accounts with the appropriate stock or cash distribution.
Whenever the market price of the Funds stock equals or exceeds net asset value per share, participating shareholders will be issued stock valued at the greater of (i) net asset value per share or (ii) 95% of the market price. If the net asset value per share of the Funds stock exceeds the market price per share, the Plan Agent shall make open market purchases of the Funds stock for each participating shareholders
18
account. These purchases may begin no sooner than five business days prior to the payment date for the dividend and will end up to thirty days after the payment date. If shares cannot be purchased within thirty days after the payment date, the balance of shares will be purchased from the Fund at the average price of shares purchased on the open market. Each participating shareholder will be charged a pro rata share of brokerage commissions on all open market purchases.
The shares issued to participating shareholders, including fractional shares, will be held by the Plan Agent in the name of the shareholder. The Plan Agent will confirm each acquisition made for the account of the participating shareholders as soon as practicable after the payment date of the distribution.
The reinvestment of dividends does not relieve participating shareholders of any federal, state or local income tax that may be due with respect to each dividend. Dividends reinvested in shares will be treated on your federal income tax return as though you had received a dividend in cash in an amount equal to the fair market value of the shares received, as determined by the prices for shares of the Fund on the Nasdaq National Market System as of the dividend payment date. Distributions from the Funds long-term capital gains will be taxable to you as long-term capital gains. The confirmation referred to above will contain all the information you will require for determining the cost basis of shares acquired and should be retained for that purpose. At year end, each account will be supplied with detailed information necessary to determine total tax liability for the calendar year.
All correspondence or additional information concerning the Plan should be directed to the Plan Agent, Mellon Bank, N.A., c/o Mellon Investor Services at P.O. Box 3338, South Hackensack, New Jersey 07606-1938 (Telephone: 1-800-852-0218).
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.
19
20
For more information
The Funds proxy voting policies, procedures and records are available without charge, upon request:
By phone | On the Funds Web site | On the SECs Web site |
1-800-225-5291 | www.jhfunds.com/proxy | www.sec.gov |
|
Directors | Investment adviser | Independent directors |
Franklin C. Golden | John Hancock Advisers, LLC | counsel |
Robert G. Freedman | 601 Congress Street | Kilpatrick Stockton LLP |
Russell J. Page | Boston, MA 02210-2805 | 1100 Peachtree Street |
Fred G. Steingraber | Atlanta, Georgia 30309-4530 | |
Donald R. Tomlin | Subadviser | |
H. Hall Ware, III | Sovereign Asset Management | Fund counsel |
LLC | Wilmer Cutler Pickering | |
Officers | 101 Huntington Avenue | Hale and Dorr LLP |
Franklin C. Golden | Boston, MA 02199 | 60 State Street |
Boston, MA 02109-1803 | ||
Chairman | Custodian | |
Barry H. Evans | The Bank of New York | Stock symbol |
President | One Wall Street | Listed Nasdaq Symbol: |
James K. Schmidt | New York, NY 10286 | JHFT |
Vice President | ||
Lisa A. Welch | Transfer agent | For shareholder assistance |
Vice President | and registrar | refer to page 19 |
Robert E. Gramer | ||
Treasurer | Mellon Investor Services | |
Alfred P. Ouellette | Newport Office Center VII | |
Corporate Secretary | 480 Washington Boulevard | |
Jersey City, NJ 07310 |
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 Securities and Exchange Commissions Web site, www.sec.gov.
21
1-800-852-0218 1-800-843-0090 EASI-Line 1-800-231-5469 (TDD) www.jhfunds.com |
PRESORTED STANDARD U. S. POSTAGE PAID MIS |
PT0SA 6/06 8/06 |
ITEM 2. CODE OF
ETHICS. |
As of the end of the period, June 30, 2006, 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.
Not applicable at this
time. |
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable at this
time. |
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable at this time.
ITEM 6. SCHEDULE OF INVESTMENTS. |
Not
applicable. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not
applicable. |
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not
applicable. |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not
applicable. |
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached John Hancock Funds Governance Committee Charter.
ITEM 11. CONTROLS AND
PROCEDURES. |
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) 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) 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 Financial Trends Fund, Inc. |
By: /s/ Barry H. Evans ------------------------------------- Barry H. Evans President |
Date: August 29, 2006 |
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/ Barry H. Evans ------------------------------------- Barry H. Evans President |
Date: August 29, 2006 |
By: /s/ William H. King ------------------------------------- William H. King Associate Treasurer |
Date: August 29, 2006 |
CERTIFICATION I, Barry H. Evans, certify that: |
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/ Barry H. Evans
------------------------------------- Barry H. Evans President Date: August 29, 2006 |
CERTIFICATION I, William H. King, certify that: |
1. I have reviewed this report on Form N-CSR of the John Hancock Financial Trends Fund, Inc. (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/ William H. King
------------------------------------- William H. King Associate Treasurer Date: August 29, 2006 |
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 Financial Trends Fund, Inc., (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/ Barry H. Evans
------------------------------------- Barry H. Evans President Dated: August 29, 2006 |
/s/ William H. King
------------------------------------- William H. King Associate Treasurer Dated: August 29, 2006 |
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 FUNDS
CODE OF ETHICS
July 1, 2006
This is the code of ethics of:
John Hancock Advisers, LLC Sovereign Asset Management LLC each open-end and closed-end fund advised by John Hancock Advisers, LLC John Hancock Funds, LLC |
(together, called "John Hancock Funds" or "JHF")
1. General Principles
Each person within the John Hancock Funds organization is responsible for maintaining the very highest ethical standards when conducting our business.
This means that:
You have a fiduciary duty at all times to place the interests of our clients and fund investors first.
All of your personal securities transactions must be conducted consistent with the provisions of this code of ethics that apply to you and in such a manner as to avoid any actual or potential conflict of interest or other abuse of your position of trust and responsibility.
You should not take inappropriate advantage of your position or engage in any fraudulent or manipulative practice (such as front-running or manipulative market timing) with respect to our clients' accounts or fund investors.
You must treat as confidential any information concerning the identity of security holdings and financial circumstances of clients or fund investors.
You must comply with all applicable federal securities laws.
You must promptly report any violation of this code of ethics that comes to your attention to the Chief Compliance Officer of your company -see Appendix F.
The General Principles discussed above govern all conduct, whether or not
The General Principles discussed above govern all conduct, whether or not the conduct is also covered by more specific standards and procedures in this code of ethics. As described below under the heading "Interpretation and Enforcement", failure to comply with the code of ethics may result in disciplinary action, including termination of employment.
2. To Whom Does This Code Apply?
This code of ethics applies to you if you are a director, officer or employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock open-end or closed-end fund registered under the Investment Company Act of 1940 (the "'40 Act") and advised by John Hancock Advisers, LLC ("John Hancock funds"). It also applies to you if you are trustee of the John Hancock Financial Trends Fund, Inc. or an employee of Manulife Financial Corporation or its subsidiaries who participates in making recommendations for, or receives information about, portfolio trades or holdings of the John Hancock funds or accounts. However, notwithstanding anything herein to the contrary, it does not apply to any trustees/directors of any open-end or closed-end funds advised by John Hancock Advisers, LLC who are not "interested persons" of such funds as defined in Section 2(a)(19) of the '40 Act, so long as they are subject to a separate Code of Ethics (each, an "Excluded Independent Director"). Also, in some cases only a limited number of provisions will apply to you, based on your access category. For example, only a limited number of provisions apply to directors of the John Hancock open-end funds and closed-end funds who are not Excluded Independent Directors-- see Appendix C for more information.
Please note that if a policy described below applies to you, it also applies to all accounts over which you have a beneficial interest. Normally, you will be deemed to have a beneficial interest in your personal accounts, those of a spouse, "significant other," minor children or family members sharing a household, as well as all accounts over which you have discretion or give advice or information. "Significant others" are defined for these purposes as two people who (1) share the same primary residence; (2) share living expenses; and (3) are in a committed relationship and intend to remain in the relationship indefinitely.
There are three main categories for persons covered by this code of ethics, taking into account their positions, duties and access to information regarding fund portfolio trades. You have been notified about which of these categories applies to you, based on the JHF Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond your assigned category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to notify the Chief Compliance Officer of your company.
The basic definitions of the three main categories, with examples, are provided below. The more detailed definitions of each category are attached as Appendix A.
Investment Access person | Regular Access person | Non-Access person | ||||||||
A person who regularly has access | ||||||||||
to (1) fund portfolio trades or (2) | A person who does not regularly | |||||||||
A person who regularly participates | non-public information regarding | participate in a funds investment | ||||||||
in a funds investment process or | holdings or securities | process or obtain information | ||||||||
makes securities recommendations | recommendations to clients. | regarding fund portfolio trades | ||||||||
to clients. | ||||||||||
examples: | examples: | |||||||||
examples: | ||||||||||
| personnel in Investment | | wholesalers | |||||||
| portfolio managers | Operations or Compliance | ||||||||
| inside wholesalers who | |||||||||
| analysts | | most FFM personnel | dont attend investment | ||||||
morning meetings | ||||||||||
| traders | | Technology personnel with | |||||||
access to investment | | certain administrative | ||||||||
systems | personnel | |||||||||
| attorneys and some legal | |||||||||
administration personnel | ||||||||||
| investment admin. | |||||||||
personnel | ||||||||||
|
3. Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions?
If this code of ethics describes "Personal Trading Requirements" (i.e. John Hancock Mutual Fund reporting requirement and holding period, the preclearance requirement, the ban on short-term profits, the ban on IPOs, the disclosure of private placement conflicts and the reporting requirements) that apply to your access category as described above, then the requirements apply to trades for any account in which you have a beneficial interest. Normally, this includes your personal accounts, those of a spouse, "significant other," minor children or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. This includes all brokerage accounts that contain securities (including brokerage accounts that only contain securities exempt from reporting). Accounts over which you have no direct or indirect influence or control are exempt. To prevent potential violations of this code of ethics, you are strongly encouraged to request clarification for any accounts that are in question.
These personal trading requirements do not apply to the following securities:
Direct obligations of the U.S. government (e.g., treasury securities);
Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;
Shares of open-end mutual funds registered under the '40 Act that are not advised or sub-advised by John Hancock Advisers, John Hancock Investment Management Services or another Manulife entity;
Shares issued by money market funds; and
Securities in accounts over which you have no direct or indirect influence or control.
Except as noted above, the Personal Trading Requirements apply to all securities, including:
Stocks;
Bonds;
Government securities that are not direct obligations of the U.S. government, such as Fannie Mae or municipal securities;
Closed-end funds;
Options on securities, on indexes, and on currencies;
Limited partnerships;
Domestic unit investment trusts;
Exchange traded funds;
Non-US unit investment trusts and Non-US mutual funds;
Private investment funds and hedge funds; and
Futures, investment contracts or any other instrument that is considered a "security" under the Investment Advisers Act.
Different requirements apply to shares of open-end mutual funds that are advised or sub-advised by John Hancock Advisers, LLC or another Manulife entity--see the section below titled "John Hancock Mutual Funds Reporting Requirement and Holding Period".
4. Overview of Policies
Investment Access | Regular Access | Non-Access Person | ||||
Person | Person | |||||
| ||||||
General principles | yes | yes | yes | |||
| ||||||
Policies outside the code | ||||||
| ||||||
Conflict of interest policy | yes | yes | yes | |||
| ||||||
Inside information policy | yes | yes | yes | |||
| ||||||
Policy regarding dissemination of mutual fund | yes | yes | yes | |||
portfolio information | ||||||
|
Policies in the code | ||||||
| ||||||
Restriction on gifts | yes | yes | yes | |||
| ||||||
John Hancock mutual funds reporting | yes | yes | yes | |||
requirement and holding period | ||||||
| ||||||
Pre-clearance requirement | yes | yes | Limited | |||
| ||||||
Heightened preclearance of securities | yes | yes | no | |||
transactions for Significant Personal | ||||||
Positions | ||||||
| ||||||
Ban on short-term profits | yes | no | no | |||
| ||||||
Ban on IPOs | yes | no | no | |||
| ||||||
Disclosure of private placement conflicts | yes | no | no | |||
| ||||||
Seven day blackout period | yes | no | no | |||
| ||||||
Reports and other disclosures outside the code | ||||||
| ||||||
Broker letter/duplicate confirms | yes | yes | yes | |||
| ||||||
Reports and other disclosures in the code | ||||||
| ||||||
Annual recertification form | yes | yes | yes | |||
| ||||||
Initial/annual holdings reports | yes | yes | no | |||
| ||||||
Quarterly transaction reports | yes | yes | no | |||
|
5. Policies Outside of the Code of Ethics
John Hancock Funds have certain policies that are not part of the code of ethics, but are equally important. The two most important of these policies are (1) the Company Conflict and Business Practice Policy; and (2) the Inside Information Policy.
>> Company Conflict & Business Practice Policy
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
This Policy covers a number of important issues for officers and employees of John Hancock Funds. For example, you cannot serve as a director of any company without first obtaining the required written executive approval.
This Policy includes significant requirements to be followed if your personal securities holdings overlap with John Hancock funds investment activity. For example, if you or a member of your family own:
a 5% or greater interest in a company, John Hancock Funds and its affiliates may not make any investment in that company;
a 1% or greater interest in a company, you cannot participate in any decision by John Hancock Funds and its affiliates to buy or sell that company's securities;
ANY interest in a company, you cannot recommend or participate in a decision by John Hancock Funds and its affiliates to buy or sell that company's securities unless your personal interest is fully disclosed at all stages of the investment decision.
(This is just a summary of these requirements--please read Section IV of the Company Conflict and Business Practices Policy for more detailed information.)
Other important issues in this Policy include:
personal investments or business relationships
misuse of inside information
receiving or giving of gifts, entertainment or favors
misuse or misrepresentation of your corporate position
disclosure of confidential or proprietary information
antitrust activities
political campaign contributions and expenditures on public officials
>> Inside Information Policy and Procedures
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
The antifraud provisions of the federal securities laws generally prohibit persons with material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While Investment Access persons are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all John Hancock Funds personnel and extend to activities both related and unrelated to your job duties.
The Inside Information Policy and Procedures covers a number of important issues, such as:
The misuse of material non-public information
The information barrier procedure
The "restricted list" and the "watch list"
broker letters and duplicate confirmation statements (see section 7 of this code of ethics)
>> Policy Regarding Dissemination of Mutual Fund Portfolio Information
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
Information about securities held in a mutual fund cannot be disclosed except in accordance with this Policy, which generally requires time delays of approximately one month and public posting of the information to ensure that it uniformly enters the public domain.
6. Policies in the Code of Ethics
>> Restriction on Gifts
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
You and your family cannot accept preferential treatment or favors (for example, gifts) from securities brokers or dealers or other organizations with which John Hancock Funds might transact business, except in accordance with the Company Conflict and Business Practice Policy. For the protection of both you and John Hancock Funds, the appearance of a possible conflict of interest must be avoided. You should exercise caution in any
instance in which business travel and lodging are paid for by someone other than John Hancock Funds. The purpose of this policy is to minimize the basis for any charge that you used your John Hancock Funds position to obtain for yourself opportunities which otherwise would not be offered to you. Please see the Company Conflict and Business Practice Policy's "Compensation and Gifts" section for additional details regarding restrictions on gifts and exceptions for "nominal value" gifts.
>> John Hancock Mutual Funds Reporting Requirement and Holding Period
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
You must follow the reporting requirement and the holding period requirement specified below if you purchase either:
a "John Hancock Mutual Fund" (i.e. a '40 Act mutual fund that is advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or by another Manulife entity); or
a "John Hancock Variable Product" (i.e. contracts funded by insurance company separate accounts that use one or more portfolios of John Hancock Trust). The John Hancock Mutual Funds reporting requirement and the holding period requirement are excluded for the money market funds and any dividend reinvestment, payroll deduction, systematic investment/withdrawal and/or other program trades.
Reporting Requirement: You must report your holdings and your trades in a John Hancock Mutual Fund or a John Hancock Variable Product. This is not a preclearance requirement--you can report your holdings after you trade by submitting duplicate confirmation statements to the JHF Investment Compliance Department. If you are an Investment Access Person or a Regular Access Person, you must also make sure that your holdings in a John Hancock fund or a John Hancock variable product are included in your Initial Holdings Report (upon hire) and Annual Holdings Report (each year end).
If you purchase a John Hancock Variable Product, you must notify the JHF Investment Compliance Department. The JHF Investment Compliance Department will then obtain directly from the contract administrators the personal trade and holdings information regarding the portfolios underlying the Manulife or John Hancock variable insurance contracts.
The JHF Investment Compliance Department will obtain personal securities trades and holdings information in the 401(k) plan for John Hancock funds directly from the plan administrators.
Holding Requirement: You cannot profit from the purchase and sale of a John Hancock Mutual Fund within 30 calendar days. The purpose of this policy is to address the risk, real or perceived, of manipulative market timing or other abusive practices involving short-term personal trading in the John Hancock Mutual Funds. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee. If you donate or gift a security, it is considered a sale. You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) by sending an e-mail to the Chief Compliance Officer of your company.
>> Preclearance of Securities Transactions
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Also, for a limited category of trades: ------------------------------------ Non-Access Persons -------------------------------------------------------------------------------- |
Limited Category of Trades for Non-Access Persons: If you are a Non-Access person, you must preclear transactions in securities of any closed-end funds advised by John Hancock Advisers, LLC. A Non-Access person is not required to preclear other trades. However, please keep in mind that a Non-Access person is required to report securities transactions after every trade (even those that are not required to be precleared) by requiring your broker to submit duplicate confirmation statements, as described in section 7 of this code of ethics.
Investment Access persons and Regular Access persons: If you are an Investment Access person or Regular Access person, you must "preclear" (i.e.: receive advance approval of) any personal securities transactions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Due to this preclearance requirement, participation in investment clubs is prohibited.
Preclearance of private placements requires some special considerations--the decision will take into account whether, for example: (1) the investment opportunity should be reserved for John Hancock Funds clients; and (2) it is being offered to you because of your position with John Hancock Funds.
How to preclear: You preclear a trade by following the steps outlined in the preclearance procedures, which are attached as Appendix B. Please note that:
You may not trade until clearance is received.
Clearance approval is valid only for the date granted (i.e. the preclearance date and the trade date should be the same).
A separate procedure should be followed for requesting preclearance of a private placement or a derivative, as detailed in Appendix B. The JHF Investment Compliance Department must maintain a five-year record of all clearances of private placement purchases by Investment Access persons, and the reasons supporting the clearances.
The preclearance policy is designed to proactively identify potential "problem trades" that raise front-running, manipulative market timing or other conflict of interest concerns (example: when an Investment Access person trades a security on the same day as a John Hancock fund).
Certain transactions in securities that would normally require pre-clearance are exempt from the pre-clearance requirement in the following situations; (1) shares are being purchased as part of an automatic investment plan; (2) shares are being purchased as part of a dividend reinvestment plan; or (3) transactions are being made in an account over which you have designated a third party as having discretion to trade (you must have approval from the Chief Compliance Officer to establish a discretionary account).
>> Heightened Preclearance of Securities Transactions for "Significant Personal Positions"
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons -------------------------------------------------------------------------------- |
If you are an Investment Access person or Regular Access person with a personal securities position that is worth $100,000 or more, this is deemed to be a "Significant Personal Position". This applies to any personal securities positions in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Before you make personal trades to establish, increase or decrease a Significant Personal Position, you must notify either the Chief Fixed Income Officer or the Chief Equity Officer that (1) you intend to trade in a Significant Personal Position and (2) confirm that you are not aware of any clients for whom related trades should be completed first. You must receive their pre-approval to proceed--their approval will be based on their conclusion that your personal trade in a Significant Personal Position will not "front-run" any action that John Hancock Funds should take for a client. This Heightened Preclearance requirement is in addition to, not in place of, the regular preclearance requirement described above--you must also receive the regular preclearance before you trade.
>> Ban on Short-Term Profits |
--------------------------------------------------------------------------------
Applies to: Investment Access Persons
--------------------------------------------------------------------------------
If you are an Investment Access person, you cannot profit from the purchase and sale (or sale and purchase) of the same (or equivalent) securities within 60 calendar days. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".
You may invest in derivatives or sell short provided the transaction period exceeds the 60-day holding period (30 days for '40 Act mutual funds advised by John Hancock Advisers, LLC, John Hancock Investment Management Services LLC or another Manulife entity). If you donate or gift a security, it is considered a sale.
The purpose of this policy is to address the risk, real or perceived, of front-running, manipulative market timing or other abusive practices involving short-term personal trading. Any profits realized on short-term trades must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity, upon determination by the Compliance and Business Practices Committee.
You may request an exemption from this policy for involuntary sales due to unforeseen corporate activity (such as a merger), or for sales due to hardship reasons (such as unexpected medical expenses) from the JHF Investment Compliance Department.
>> Ban on IPOs |
--------------------------------------------------------------------------------
Applies to: Investment Access Persons
--------------------------------------------------------------------------------
If you are an Investment Access person, you may not acquire securities in an initial public offering (IPO). You may not purchase any newly-issued securities until the next business (trading) day after the offering date. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions".
There are two main reasons for this prohibition: (1) these purchases may suggest that persons have taken inappropriate advantage of their positions for personal profit; and (2) these purchases may create at least the appearance that an investment opportunity that should have been available to the John Hancock funds was diverted to the personal benefit of an individual employee.
You may request an exemption for certain investments that do not create a potential conflict of interest, such as: (1) securities of a mutual bank or mutual insurance company received as compensation in a demutualization and other similar non-voluntary stock acquisitions; (2) fixed rights offerings; or (3) a family member's participation as a form of employment compensation in their employer's IPO.
>> Disclosure of Private Placement Conflicts
--------------------------------------------------------------------------------
Applies
to: Investment Access Persons
--------------------------------------------------------------------------------
If you are an Investment Access person and you own securities purchased in a private placement, you must disclose that holding when you participate in a decision to purchase or sell that same issuer's securities for a John Hancock fund. This applies to any private placement holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Private placements are securities exempt from SEC registration under section 4(2), section 4(6) or rules 504 -506 of the Securities Act of 1933.
The investment decision must be subject to an independent review by investment personnel with no personal interest in the issuer.
The purpose of this policy is to provide appropriate scrutiny in situations in which there is a potential conflict of interest.
>> Seven Day Blackout
Period |
--------------------------------------------------------------------------------
Applies
to: Investment Access Persons
--------------------------------------------------------------------------------
If you are a portfolio manager (or were identified to the JHF Investment Compliance Department as part of a portfolio management team) you are prohibited from buying or selling a security within seven calendar days before and after that security is traded for a fund that you manage unless no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee).
In addition, all investment access persons are prohibited from knowingly buying or selling a security within seven calendar days before and after that security is traded for a John Hancock fund unless no conflict of interest exists in relation to that security. This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". If a John Hancock fund trades in a security within seven calendar days before or after you trade in that security, you may be required to demonstrate that you did not know that the trade was being considered for that John Hancock fund.
You will be required to sell any security purchased in violation of this policy unless it is determined that no conflict of interest exists in relation to that security (as determined by the Compliance and Ethics Committee). Any profits realized on trades determined by the Compliance and Ethics Committee to be in violation of this policy must be surrendered by check payable to John Hancock Advisers, LLC and will be contributed by John Hancock Advisers, LLC to a charity.
7. Reports and Other Disclosures Outside the Code of Ethics
>> Broker Letter/Duplicate Confirm Statements
--------------------------------------------------------------------------------
Applies
to: Investment Access Persons
Regular Access Persons
Non-Access Persons
--------------------------------------------------------------------------------
As required by the Inside Information Policy, you must inform your stockbroker that you are employed by an investment adviser or broker. Your broker is subject to certain rules designed to prevent favoritism toward your accounts. You may not accept negotiated commission rates that you believe may be more favorable than the broker grants to accounts with similar characteristics.
When a brokerage account is opened for which you have a beneficial interest, before any trades are made, you must:
Notify the broker-dealer with which you are opening an account that you are a registered associate of John Hancock Funds;
Ask the firm in writing to have duplicate written confirmations of any trade, as well as statements or other information concerning the account, sent to the John Hancock Funds Investment Compliance Department (contact: Fred Spring), 8th Floor, 101 Huntington Avenue, Boston, MA 02199; and
Notify the JHF Investment Compliance Department, in writing, that you have an account before you place any trades.
This applies to any personal securities trades in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as trades in John Hancock Mutual Funds and John Hancock Variable Products. The JHF Investment Compliance Department may rely on information submitted by your broker as part of your reporting requirements under this code of ethics.
8. Reports and Other Disclosures In the Code of Ethics
>> Initial Holdings Report and Annual Holdings Report
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons -------------------------------------------------------------------------------- |
You must file an initial holdings report within 10 calendar days after becoming an Investment Access person or a Regular Access person. The information must be current as of a date no more than 45 days prior to your becoming an Investment Access person or a Regular Access person.
You must also file an annual holdings report (as of December 31st) within 45 calendar days after the calendar year end. This applies to any personal securities holdings in the categories described above in the section "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions" as well as holdings in John Hancock Mutual Funds and John Hancock Variable Products.
Your reports must include:
the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security;
the name of any broker, dealer or bank with which you maintain an account; and
the date that you submit the report.
>> Quarterly Transaction Certification
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons -------------------------------------------------------------------------------- |
On a quarterly basis, Investment Access Persons and Regular Access persons are required to certify transactions in their brokerage accounts and the John Hancock Funds 401(k) Plan. Within 30 calendar days after the end of each calendar quarter you will be asked to log into the John Hancock Personal Trading and Reporting System to verify that the system has captured accurately all transactions for the preceding calendar quarter for accounts and trades which are required to be reported pursuant to the above noted section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". Even if you have no transactions to report you will be asked to complete the certification.
For each transaction you must report the following information:
the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;
the nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);
the price at which the transaction was effected;
the name of the broker, dealer or bank with or through which the transaction was effected; and
>> Quarterly Brokerage Account Certification
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons -------------------------------------------------------------------------------- |
Each quarter, all Investment Access Persons, Regular Access Persons and Non-Access Persons will be required to provide a complete list of all brokerage accounts as described above in the section entitled "Which Accounts and Securities are Subject to the Code's Personal Trading Restrictions". This includes all brokerage accounts, including brokerage accounts that only contain securities exempt from reporting.
You will be asked to log into the John Hancock Personal Trading and Reporting System and verify that all brokerage accounts are listed and the following information is accurate:
Account number; Account registration; Brokerage firm |
>> Annual Certification
-------------------------------------------------------------------------------- Applies to: Investment Access Persons Regular Access Persons Non-Access Persons Limited Access Persons -------------------------------------------------------------------------------- |
At least annually (or additionally when the code of ethics has been significantly changed), you must provide a certification at a date designated by the Investment Compliance Department that:
(1) you have read and understood this code of ethics;
(2) you recognize that you are subject to its policies; and
(3) you have complied with its requirements.
You are required to make this certification to demonstrate that you understand the importance of these policies and your responsibilities under the code of ethics.
9. Limited Access Persons
There is an additional category of persons called "Limited Access" persons. This category consists only of directors of John Hancock Advisers, LLC, trustees of the John Hancock Financial Trends Fund, Inc. or an "interested person" of the John Hancock funds who:
(a) are not also officers of John Hancock Advisers, LLC; and
(b) do not ordinarily obtain information about fund portfolio trades
An "interested person" of the John Hancock funds has the meaning given to the term in Section 2(a)(19) of the '40 Act.
A more detailed definition of Limited Access persons, and a list of the policies that apply to them, is attached as Appendix C.
10. Subadvisers
A subadviser to a John Hancock fund has a number of code of ethics responsibilities, as described in Appendix D.
11. Reporting Violations
If you know of any violation of our code of ethics, you have a responsibility to promptly report it to the Chief Compliance Officer of your company. You should also report any deviations from the controls and procedures that safeguard John Hancock Funds and the assets of our clients. You can request confidential treatment of your reporting action.
12. Interpretation and Enforcement
This code of ethics cannot anticipate every situation in which personal interests may be in conflict with the interests of our clients and fund investors. You should be responsive to the spirit and intent of this code of ethics as well as its specific provisions.
When any doubt exists regarding any code of ethics provision or whether a conflict of interest with clients or fund investors might exist, you should
discuss the situation in advance with the Chief Compliance Officer of your company. The code of ethics is designed to detect and prevent fraud against clients and fund investors, and to avoid the appearance of impropriety. If you feel inequitably burdened by any policy, you should feel free to contact your Chief Compliance Officer or the Compliance and Business Practices Committee. Exceptions may be granted where warranted by applicable facts and circumstances. For example, exemption from some Personal Trading Requirements may be granted for transactions effected pursuant to an automatic investment plan.
To provide assurance that policies are effective, the JHF Investment Compliance Department will monitor and check personal securities transaction reports and certifications against fund portfolio transactions. Additional administration and recordkeeping procedures are described in Appendix E.
The Chief Compliance Officer of your company has general administrative responsibility for this code of ethics as it applies to the access persons of your company; an appropriate Compliance Department will administer procedures to review personal trading reports. The Compliance and Business Practices Committee of John Hancock Funds approves amendments to the code of ethics and dispenses employee/officer sanctions for violations of the code of ethics. The Boards of Trustees/Directors of the open-end mutual funds and closed-end funds also approve amendments to the code of ethics and dispenses sanctions for access persons of the Funds who are not employees/officers. Accordingly, the Investment Compliance Department will refer violations to the Compliance and Business Practices Committee and/or the Boards of Trustees/Directors of the John Hancock '40 Act funds, respectively, for review and appropriate action. The following factors will be considered when determining a fine or other disciplinary action:
the person's position and function (senior personnel may be held to a higher standard);
the amount of the trade;
whether the funds or accounts hold the security and were trading the same day;
whether the violation was by a family member.
whether the person has had a prior violation and which policy was involved.
whether the employee self-reported the violation.
You can request reconsideration of any disciplinary action by submitting a written request.
No less frequently than annually, a written report of all material violations and sanctions, significant conflicts of interest and other related issues will be submitted to the boards of directors of the John
Hancock funds for their review. Sanctions for violations could include (but are not limited to) fines, limitation of personal trading activity, suspension or termination of the violator's position with John Hancock Funds and/or a report to the appropriate regulatory authority.
13. Education of Employees
The JHF Investment Compliance Department will provide a paper copy or electronic version of the Code of Ethics (and any amendments) to each person subject to this Code of Ethics. The JHF Investment Compliance Department will also administer training of employees on the principles and procedures of the code of ethics.
Appendix A: Categories of Personnel
You have been notified about which of these categories applies to you, based on the JHF Investment Compliance Department's understanding of your current role. If you have a level of investment access beyond that category, or if you are promoted or change duties and as a result should more appropriately be included in a different category, it is your responsibility to immediately notify the Chief Compliance Officer of your company.
1) Investment Access person: You are an Investment Access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund, or Manulife Financial Corporation or its subsidiaries who, in connection with your regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a John Hancock fund.
(examples: portfolio managers, analysts, traders)
2) Regular Access person: You are a Regular Access person if you do not fit the definition of Investment Access Person, but you do fit one of the following two sub-categories:
You are an officer (vice president and higher) or director of John Hancock Advisers, LLC, Sovereign Asset Management LLC or a John Hancock fund, unless you qualify as a Limited Access person--please see Appendix C for this definition.)
You are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, a John Hancock fund or Manulife Financial Corporation or its subsidiaries , or a director, officer (vice president and higher) or employee of John Hancock Funds, LLC who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund or who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.
(examples: Investment Operations personnel, Investment Compliance Department personnel, most Fund Financial Management personnel, investment administrative personnel, Technology Resources personnel with access to investment systems, attorneys and some legal administration personnel)
3) Non-Access person: You are a non-access person if you are an employee of John Hancock Advisers, LLC, Sovereign Asset Management LLC, John Hancock Funds, LLC or a John Hancock fund who does not fit the definitions of any of the other three categories (Investment Access Person, Regular Access Person or Limited Access Person). To be a non-access person, you must not have access to information regarding the purchase or sale of securities by a John Hancock fund or nonpublic information regarding the portfolio holdings in connection with your regular functions or duties.
(examples: wholesalers, inside wholesalers, certain administrative staff)
4) Limited Access Person: Please see Appendix C for this definition.
Appendix B: Preclearance Procedures
You should read the Code of Ethics to determine whether you must obtain a preclearance before you enter into a securities transaction. If you are required to obtain a preclearance, you should follow the procedures detailed below.
1. Pre-clearance for Public Securities including Derivatives, Futures, Options and Selling Short:
A request to pre-clear should be entered into the John Hancock Personal Trading & Reporting System.
The John Hancock Personal Trading & Reporting System is located under your Start Menu on your Desktop. It can be accessed by going to Programs/Personal Trading & Reporting/ Personal Trading & Reporting and by entering your Web Security Services user id and password.
If the John Hancock Personal Trading & Reporting System is not on your Desktop, please contact the HELP Desk at (617) 572-6950 for assistance.
The Trade Request Screen:
At times you may receive a message like "System is currently unavailable". The system is scheduled to be offline from 8:00 PM until 7:00 AM each night.
[GRAPHIC: Trade Request Screen]
Ticker/Security Cusip: Fill in either the ticker, cusip or security name with the proper information of the security you want to buy or sell. Then
click the [Lookup] button. Select one of the hyperlinks for the desired security, and the system will populate the proper fields Ticker, Security Cusip, Security Name and Security Type automatically on the Trade Request Screen.
If You Don't Know the Ticker, Cusip, or Security Name:
If you do not know the full ticker, you may type in the first few letters followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Intel, but all you can remember of the ticker is that it begins with int, so you enter int* for Ticker. If any tickers beginning with int are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will populate Security Cusip, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the full cusip, you may type in the first few numbers followed by an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of Microsoft, but all you can remember of the cusip is that it begins with 594918, so you enter 594918* for Ticker. If any cusips beginning with 594918 are found, they are displayed on a new screen. Select the hyperlink of the one you want, and the system will fill in Ticker, Security Name and Security Type automatically on the Trade Request Screen. If you do not know the Ticker but have an idea of what the Security Name is, you may type in an asterisk, a few letters of the name and an asterisk * and click the [Lookup] button. For example, let's say you want to buy some shares of American Brands, so you enter *amer* for Security Name. Any securities whose names have amer in them are displayed on a new screen, where you are asked to select the hyperlink of the one you want, and the system will fill in Ticker, Cusip and Security Type automatically on the Trade Request Screen.
Other Items on the Trade Request Screen:
Brokerage Account: Click on the dropdown arrow to the right of the Brokerage Account field to choose the account to be used for the trade.
Transaction Type: Choose one of the values displayed when you click the dropdown arrow to the right of this field.
Trade Date: You may only submit trade requests for the current date.
Note: One or more of these fields may not appear on the Request Entry screen if the information is not required. Required fields are determined by the Investment Compliance Department.
Click the [Submit Request] button to send the trade request to your Investment Compliance department.
Once you click the [Submit Request] button, you will be asked to confirm the values you have entered. Review the information and click the [Confirm] button if all the information is correct. After which, you will receive
immediate feedback in your web browser. (Note: We suggest that you print out this confirmation and keep it as a record of the trade you have made). After this, you can either submit another trade request or logout.
Attention Investment Access Persons: If the system identifies a potential violation of the Ban on Short Term Profits Rule, your request will be sent to the Investment Compliance Department for review and you will receive feedback via the e-mail system.
Starting Over:
To clear everything on the screen and start over, click the [Clear Screen] button.
Exiting Without Submitting the Trade Request:
If you decide not to submit the trade request before clicking the [Submit Request] button, simply exit from the browser by clicking the [X] button on the upper right or by pressing [Alt+F4], or by clicking the Logout hyperlink on the lower left side of the screen.
Ticker/Security Name Lookup Screen:
You arrive at this screen from the Trade Request Screen, where you've clicked the [Lookup] button (see above, "If You Don't Know the Ticker, Cusip, or Security Name"). If you see the security you want to trade, you simply select its corresponding hyperlink, and you will automatically return to the Trade Request Screen, where you finish making your trade request. If the security you want to trade is not shown, that means that it is not recognized by the system under the criteria you used to look it up. Keep searching under other names (click the [Return to Request] button) until you are sure that the security is not in the system. If you determine that the desired security is not in the system, please contact a member of the Investment Compliance department to add the security for you. Contacts are listed below:
Fred Spring (617) 375-4987
Adding Brokerage Accounts:
To access this functionality, click on the Add Brokerage Account hyperlink on the left frame of your browser screen. You will be prompted to enter the Brokerage Account Number, Brokerage Account Name, Date Opened, and Broker. When you click the [Create New Brokerage Account] button, you will receive a message that informs you whether the account was successfully created.
[GRAPHIC: Add Brokerage Account screen]
3. Pre-clearance for Private Placements and Initial Public Offerings:
You may request a preclearance of private placement securities or an Initial Public Offering by contacting Fred Spring via email (please "cc." Frank Knox on all such requests). Please keep in mind that the code of ethics prohibits Investment Access persons from purchasing securities in an initial public offering.
The request must include:
|_| the associate's name;
|_| the associate's John Hancock Funds' company;
|_| the complete name of the security;
|_| the seller (i.e the selling party if identified and/or the broker-dealer or placement agent) and whether or not the associate does business with those individuals or entities on a regular basis;
|_| the basis upon which the associate is being offered this investment opportunity;
|_| any potential conflict, present or future, with fund trading activity and whether the security might be offered as inducement to later recommend publicly traded securities for any fund or to trade through a particular broker-dealer or placement agent; and
|_| the date of the request.
Clearance of private placements or initial public offerings may be denied for any appropriate reason, such as if the transaction could create the appearance of impropriety. Clearance of initial public offerings will also be denied if the transaction is prohibited for a person due to his or her access category under the code of ethics.
Appendix C: Limited Access Persons
There are three types of Limited Access Persons--(1) Certain directors of the Adviser and (2) the trustees of the John Hancock Financial Trends Fund, Inc. and (3) the directors of the John Hancock open-end funds and closed-end funds who are not Excluded Independent Directors
(1) Certain Directors of the Adviser:
You are a Limited Access person if you are a director of John Hancock Advisers, LLC or Sovereign Asset Management Co. and you meet the three following criteria:
(a) you are not also an officer of John Hancock Advisers, LLC, Sovereign Asset Management Co. or a John Hancock fund;
(b) you do not have access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any John Hancock fund or account; and
(c) you are not involved in making securities recommendations to clients and do not have access to such recommendations that are nonpublic.
(examples: directors of John Hancock Advisers, LLC or Sovereign Asset Management LLC who are not involved in the daily operations of the adviser)
If you are a Limited Access Person who fits this definition, the following policies apply to your category. These policies are described in detail in the code of ethics.
General principles
Inside information policy and procedures
Broker letter/Duplicate Confirms*
Initial/annual holdings reports*
Quarterly transaction reports*
Annual recertification
Preclearance requirement LIMITED: You only need to preclear any direct or indirect acquisition of beneficial ownership in any security in an initial public offering (an IPO) or in a limited offering (i.e. a private placement). To request preclearance of these securities, contact
Fredrick Spring at fspring@jhancock.com and/or Frank Knox at Frank_Knox@manulifeusa.com.
--------------------------------------------------------------------------------
*A Limited Access Person may complete
this requirement under the code of
ethics of another Manulife/John Hancock
adviser or fund by the applicable
regulatory deadlines and arrange for
copies of the required information to
be sent to the John Hancock Funds
Compliance Department.
--------------------------------------------------------------------------------
(2) The Independent Directors of the Funds: If you are a trustee of the John Hancock Financial Trends Fund, Inc. or a director to a John Hancock fund and an "interested person" of the fund within the meaning of the Investment Company Act of 1940, the following policies apply to your category. These policies are described in detail in the code of ethics.
General principles
Annual recertification
Quarterly transaction report, but only if you knew (or should have known) that during the 15 calendar days before or after you trade a security, either:
(i) a John Hancock fund purchased or sold the same security, or
(ii) a John Hancock fund or John Hancock Advisers, LLC considered purchasing or selling the same security.
This policy applies to holdings in your personal accounts, those of a spouse, "significant other" or family members sharing your household, as well as all accounts over which you have discretion or give advice or information. If this situation occurs, it is your responsibility to contact the Chief Compliance Officer of your company and he will assist you with the requirements of the quarterly transaction report.
This means that the independent directors of the funds will not usually be required to file a quarterly transaction report--they are only required to file in the situation described above and only if they are not Excluded Independent Directors.
Appendix D: Subadvisers
Each subadviser to a John Hancock fund is subject to its own code of ethics, which must meet the requirements of Rule 17j-1 and Rule 204A-1.
Approval of Code of Ethics
Each subadviser to a John Hancock fund must provide a copy of its code of ethics to the trustees of the relevant John Hancock funds for approval initially and within 60 calendar days of any material amendment. The trustees will give their approval if they determine that the code:
contains provisions reasonably necessary to prevent the subadviser's Access Persons (as defined in Rule 17j-1) from engaging in any conduct prohibited by Rule 17j-1;
requires the subadviser's Access Persons to make reports to at least the extent required in Rule 17j-1(d);
requires the subadviser to institute appropriate procedures for review of these reports by management or compliance personnel (as contemplated by Rule 17j-1(d)(3));
provides for notification of the subadviser's Access Persons in accordance with Rule 17j-1(d)(4); and
requires the subadviser's Access Persons who are Investment Personnel to obtain the pre-clearances required by Rule 17j-1(e);
Reports and Certifications
Each subadviser must provide an annual report and certification to John Hancock Advisers, LLC and the fund's trustees in accordance with Rule 17j-1(c)(2)(ii). The subadviser must also provide other reports or information that John Hancock Advisers, LLC may reasonably request.
Recordkeeping Requirements
The subadviser must maintain all records for its Access Persons as required by Rule 17j-1(f).
Appendix E: Administration and Recordkeeping
Adoption and Approval
The trustees of a John Hancock fund must approve the code of ethics of an adviser, subadviser or affiliated principal underwriter before initially retaining its services.
Any material change to a code of ethics of a John Hancock fund, John Hancock Funds, LLC, John Hancock Advisers, LLC or a subadviser to a fund must be approved by the trustees of the John Hancock funds, including a majority of trustees who are not interested persons, no later than six months after adoption of the material change.
Administration
No less frequently than annually, John Hancock Funds, LLC, John Hancock Advisers, LLC, each subadviser and each John Hancock fund will furnish to the trustees of each John Hancock fund a written report that:
describes issues that arose during the previous year under the code of ethics or the related procedures, including, but not limited to, information about material code or procedure violations, and
certifies that each entity has adopted procedures reasonably necessary to prevent its access persons from violating its code of ethics.
Recordkeeping
The Investment Compliance Department will maintain:
a copy of the current code of ethics for John Hancock Funds, LLC, John Hancock Advisers, LLC, Sovereign Asset Management LLC, and each John Hancock fund, and a copy of each code of ethics in effect at any time within the past five years.
a record of any violation of the code of ethics, and of any action taken as a result of the violation, for six years.
a copy of each report made by an Access person under the code of ethics, for six years (the first two years in a readily accessible place).
a record of all persons, currently or within the past five years, who are or were required to make reports under the code of ethics. This record will also indicate who was responsible for reviewing these reports.
a copy of each code of ethics report to the trustees, for six years (the first two years in a readily accessible place).
a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Investment Access person of initial public offering securities or private placement securities, for six years.
Appendix F: Chief Compliance Officers
Entity | Chief Compliance Officer | |
| ||
John Hancock Advisers, LLC | Frank Knox | |
| ||
Sovereign Asset Management LLC | Frank Knox | |
| ||
Each open-end and closed-end fund advised | Frank Knox | |
by John Hancock Advisers, LLC | ||
| ||
John Hancock Funds, LLC | Michael Mahoney | |
|
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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