-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PX4CpTlQFuVg56JBgHxJbVz1ayBA4Cv6H2WzZgSxajSkB7s9e2hFYFUGUOl+tJXd icbw2ok3t7PK7dQnqk2kXw== 0001010521-05-000036.txt : 20050121 0001010521-05-000036.hdr.sgml : 20050121 20050121163955 ACCESSION NUMBER: 0001010521-05-000036 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050301 FILED AS OF DATE: 20050121 DATE AS OF CHANGE: 20050121 EFFECTIVENESS DATE: 20050121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN PATRIOT PREFERRED DIVIDEND FUND CENTRAL INDEX KEY: 0000899581 IRS NUMBER: 043190056 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07590 FILM NUMBER: 05541979 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVE CITY: BOSTON STATE: MA ZIP: 02199-7603 BUSINESS PHONE: 6173751702 MAIL ADDRESS: STREET 1: JOHN HANCOCK STREET 2: 101 HUNTINGTON AVE CITY: BOSTON STATE: MA ZIP: 02199-7603 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT PREFERRED DIVIDEND FUND DATE OF NAME CHANGE: 19930714 DEF 14A 1 def14a.txt PATRIOT PREFERRED DIVIDEND FUND (3858) As filed with the Securities and Exchange Commission on January 21, 2005. SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT FILE NUMBER 811-7590 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) [X] Filed by the Registrant [ ] Filed by a Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 JOHN HANCOCK PREFERRED DIVIDEND FUND (Name of Registrant as Specified in Its Charter) JOHN HANCOCK PREFERRED DIVIDEND FUND (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or 14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission). [ ] Fee paid previously with preliminary materials. [X] No fee required. [Logo] - --------------------- JOHN HANCOCK FUNDS JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND January 21, 2005 Dear Fellow Shareholder: As an investor in one of the funds listed above, you are cordially invited to attend the annual shareholder meeting on Wednesday, March 2, 2005 at 9:00 A.M., Eastern Time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston, MA 02199. The proposals set forth in the enclosed proxy statement are routine items. A routine item is one which occurs annually and makes no fundamental or material changes to a fund's investment objectives, policies or restrictions, or to the investment management contracts. ELECT YOUR FUND'S BOARD OF TRUSTEES For each fund, proposal number one asks common shareholders to elect four Trustees and preferred shareholders to elect one Trustee. Trustees will serve until their respective successors are elected and qualified. Your proxy statement includes a brief description of each nominee's background. RATIFY THE TRUSTEES' SELECTION OF PUBLIC ACCOUNTANTS For each fund, proposal number two asks you to ratify or reject the Trustees' selection of Deloitte & Touche LLP as each fund's independent registered public accounting firm for the fund's current fiscal year. YOUR VOTE IS IMPORTANT! Please complete the enclosed proxy ballot form, sign it and mail it to us immediately. For your convenience, a postage-paid return envelope has been provided. Your prompt response will help avoid the cost of additional mailings at your fund's expense. If you have any questions, please call 1-800-852-0218, Monday through Friday, between 9:00 A.M. and 7:00 P.M., Eastern Time. Thank you in advance for your prompt action on this very important matter. Sincerely, /s/ James A. Shepherdson James A. Shepherdson Chief Executive Officer JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND 101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199 NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD MARCH 2, 2005 THIS IS THE FORMAL AGENDA FOR YOUR FUND'S SHAREHOLDER MEETING. IT TELLS YOU WHAT MATTERS WILL BE VOTED ON AND THE TIME AND PLACE OF THE MEETING, IN CASE YOU WANT TO ATTEND IN PERSON. To the Shareholders of: John Hancock Patriot Premium Dividend Fund I John Hancock Patriot Premium Dividend Fund II John Hancock Patriot Select Dividend Trust John Hancock Patriot Global Dividend Fund John Hancock Patriot Preferred Dividend Fund: A shareholder meeting for each fund will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, March 2, 2005 at 9:00 A.M., Eastern Time, and shareholders of each fund will consider the following proposals: (1) To elect Trustees to serve until their respective successors are duly elected and qualified. Common shareholders may elect four Trustees and preferred shareholders may elect one Trustee. (2) To ratify or reject the Trustees' selection of Deloitte & Touche LLP as the fund's independent registered public accounting firm for the fund's current fiscal year. (3) To transact such other business as may properly come before the meeting or any adjournment of the meeting. YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL PROPOSALS. Shareholders of record of each fund as of the close of business on January 12, 2005 are entitled to notice of and to vote at the fund's annual meeting and at any related follow-up meeting. The proxy statement and proxy card are being mailed to shareholders on or about January 21, 2005. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. By order of the Board of Trustees, Susan S. Newton Senior Vice President and Secretary January 21, 2005 JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND 101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 2, 2005 PROXY STATEMENT This proxy statement contains the information you should know before voting on the proposals described in the notice. EACH FUND WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT AND/OR SEMIANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. IF YOU WOULD LIKE A COPY OF YOUR FUND'S REPORT, PLEASE SEND A WRITTEN REQUEST TO THE ATTENTION OF THE FUND AT 101 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02199, OR CALL JOHN HANCOCK FUNDS AT 1-800-892-9552. This proxy statement is being used by each fund's Trustees to solicit proxies to be voted at the annual meeting of each fund's shareholders. The meetings will be held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, March 2, 2005 at 9:00 A.M., Eastern Time. o John Hancock Patriot Premium Dividend Fund I ("Premium Dividend I"); o John Hancock Patriot Premium Dividend Fund II ("Premium Dividend II"); o John Hancock Patriot Select Dividend Trust ("Select Dividend"); o John Hancock Patriot Global Dividend Fund ("Global Dividend"); and o John Hancock Patriot Preferred Dividend Fund ("Preferred Dividend"). If you sign the enclosed proxy card and return it in time to be voted at the meeting, your shares will be voted in accordance with your instructions. Signed proxies with no instructions will be voted FOR all proposals. If you want to revoke your proxy, you may do so before it is exercised at the meeting by filing a written notice of revocation with the fund at 101 Huntington Avenue, Boston, Massachusetts 02199, by returning a signed proxy with a later date before the meeting, or if attending the meeting of your fund and voting in person, by notifying your fund's secretary (without complying with any formalities) at any time before your proxy is voted. RECORD OWNERSHIP The Trustees of each fund have fixed the close of business on January 12, 2005 as the record date to determine which shareholders are entitled to vote at the meeting. Common and Preferred shareholders of each fund are entitled to one vote per share on all business of the meetings or any postponement of the meeting relating to their fund and respective share class. On the record date, the following number of shares of beneficial interest of each fund were outstanding: FUND COMMON SHARES PREFERRED SHARES ---- ------------- ---------------- Premium Dividend I 15,292,571 685 Premium Dividend II 15,046,539 1,000 Select Dividend 10,010,393 700 Global Dividend 8,344,700 600 Preferred Dividend 7,257,200 525 The funds' management does not know of anyone who beneficially owned more than 5% of either class of any fund's shares outstanding as of the record date, except for The Commerce Group, Inc., 211 Main Street, Webster, MA 01570, which holds the following Common Shares: 10.7% of Premium Dividend I, 33.5% of Premium Dividend II, 18.1% of Global Dividend and 18.1% of Preferred Dividend. (Beneficial ownership means voting power and/or investment power, which includes the power to dispose of shares.) Although the annual meetings of the funds are being held jointly and proxies are being solicited through the use of this joint proxy statement, shareholders of each fund will vote separately as to proposals affecting their fund. PROPOSAL 1 ELECTION OF TRUSTEES (COMMON SHARES AND PREFERRED SHARES OF EACH FUND) GENERAL Each fund's Board of Trustees consists of ten members. Holders of the Common Shares are entitled to elect eight Trustees and holders of the Preferred Shares are entitled to elect two Trustees. Messrs. Carlin, Chapman, Cunningham, Ladner, Moore, Pruchansky, Shepherdson and Smith have been designated as subject to election by holders of the Common Shares of each fund. Mr. Dion and Ms. McGill Peterson have been designated as subject to election by holders of the Preferred Shares of each fund. Each Board of Trustees is divided into three staggered term classes; two classes contain three Trustees each and one class contains four Trustees. The term of one class expires each year, and no term continues for more than three years after the applicable election. Each class of Trustees will stand for election at the conclusion of their respective three-year terms. Classifying the Trustees in this manner may prevent replacement of a majority of the Trustees for up to a two-year period. As of the date of this proxy, each nominee for election currently serves as Trustee of each fund except for Mr. Chapman who is an Independent Trustee on other funds within the John Hancock complex. Using the enclosed proxy card, you may authorize the proxies to vote your shares for the nominees representing your shares or you may withhold from the proxies authority to vote your shares for one or more of the nominees representing your shares. If no contrary instructions are given, the proxies will vote FOR the nominees. Each of the nominees has consented to his or her nomination and has agreed to serve if elected. If, for any reason, any nominee should not be available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute nominee, if any, as the funds' Trustees may designate. The funds have no reason to believe that it will be necessary to designate a substitute nominee. PROPOSAL 1 For each fund, Messrs. Carlin, Chapman, Cunningham and Shepherdson are the current nominees for election by the Common Shareholders and Ms. McGill Peterson is the current nominees for election by the Preferred Shareholders. VOTE REQUIRED FOR PROPOSAL 1 The vote of a plurality of the votes cast by the Common Shares and the Preferred Shares, voting as separate classes, of a fund is sufficient to elect the Common shares' and Preferred shares' respective nominees of that fund. INFORMATION CONCERNING TRUSTEES The following table sets forth certain information regarding the nominees for election to the Boards. The table also shows his or her principal occupation or employment and other directorships during the past five years and the number of John Hancock funds overseen by the Trustee. The table also lists the Trustees who are not currently standing for election: The terms of Messrs. Dion, Ladner and Moore will expire at the 2006 annual meeting and the terms of Messrs. Pruchansky and Smith will expire at the 2007 annual meeting.
NUMBER OF NAME, (AGE), ADDRESS(1) AND PRINCIPAL OCCUPATION(s) AND OTHER DIRECTORSHIPS TRUSTEE JOHN HANCOCK POSITION WITH THE FUNDS DURING THE PAST FIVE YEARS SINCE FUNDS OVERSEEN - ----------------------------------------------------------------------------------------------------------------------------------- NOMINEES FOR ELECTION TERM TO EXPIRE IN 2008 James F. Carlin Director and Treasurer, Alpha Analytical Inc. (analytical 1988 (A) 47 (Age 64) laboratory) (since 1985); Part Owner and Treasurer, Lawrence 1989 (B) Independent Trustee Carlin Insurance Agency, Inc. (since 1995); Part Owner and Vice 1990 (C) President, Mone Lawrence Carlin Insurance Agency, Inc. (since 1992 (D) 1996); Director and Treasurer, Rizzo Associates (engineering) 1993 (E) (until 2000); Chairman and CEO, Carlin Consolidated, Inc. (management/investments) (since 1987); Director and Partner, Proctor Carlin & Co., Inc. (until 1999); Trustee, Massachusetts Health and Education Tax Exempt Trust (since 1993); Director of the following: Uno Restaurant Corp. (until 2001), Arbella Mutual (insurance) (until 2000), HealthPlan Services, Inc. (until 1999), Flagship Healthcare, Inc. (until 1999), Carlin Insurance Agency, Inc. (until 1999); Chairman, Massachusetts Board of Higher Education (until 1999). Richard P. Chapman Jr. President and Chief Executive Officer, Brookline Bancorp, Inc. Nominee 39 (Age 69) (lending) (since 1972); Director, Lumber Insurance Co., Trustee (insurance) (until 2000); Chairman and Director, Northeast Retirement Services, Inc. (retirement administration) (since 1998). William H. Cunningham Former Chancellor, University of Texas System and former President 1994 (A-E) 47 (Age 61) of the University of Texas, Austin, Texas; Chairman and CEO, IBT Independent Trustee Technologies (until 2001); Director of the following: The University of Texas Investment Management Company (until 2000), Hire.com (until 2004), STC Broadcasting, Inc. and Sunrise Television Corp. (until 2001), Symtx, Inc. (electronic manufacturing) (since 2001), Adorno/Rogers Technology, Inc. (until 2004), Pinnacle Foods Corporation (until 2003), rateGenius (until 2003), Jefferson-Pilot Corporation (diversified life insurance company), New Century Equity Holdings (formerly Billing Concepts) (until 2001), eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures (until 2001), LBJ Foundation (until 2000), Golfsmith International, Inc. (until 2000), Metamor Worldwide (until 2000), AskRed.com (until 2001), Southwest Airlines and Introgen; Advisory Director, Q Investments; Advisory (until 2003); Director, Chase Bank (formerly Texas Commerce Bank - Austin), LIN Television (since 2002), WilTel Communications (until 2003) and Hayes Lemmerz International, Inc. (diversified automotive parts supple company) (since 2003). James A. Shepherdson* Executive Vice President, Manulife Financial Corporation (since 2004 (A-E) 49 (Age 52) 2004); Director, President and Chief Executive Officer, John Non-Independent Trustee Hancock Advisers, LLC (the "Adviser") and The Berkeley Financial President and Chief Executive Group, LLC ("The Berkeley Group") (holding company); Director, Officer President and Chief Executive Officer, John Hancock Funds, LLC. ("John Hancock Funds"); Director, President and Chief Executive Officer, Sovereign Asset Management Corporation ("SAMCorp."); Director, Chairman and President, NM Capital Management, Inc. (NM Capital); President, John Hancock Retirement Services, John Hancock Life Insurance Company (until 2004); Chairman, Essex Corporation (until 2004); Co-Chief Executive Officer, MetLife Investors Group (until 2003); Senior Vice President, AXA/Equitable Insurance Company (until 2000). NOMINEE FOR ELECTION TERM TO EXPIRE IN 2007 Patti McGill Peterson+ Executive Director, Council for International Exchange of Scholars 2002 (A-E) 49 (Age 61) and Vice President, Institute of International Education (since Independent Trustee 1998); Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until 1998); Former President of Wells College and St. Lawrence University; Director, Niagara Mohawk Power Corporation (electric utility) (until 2003); Director, Ford Foundation, International Fellowships Program (since 2002); Director, Lois Roth Endowment (since 2002); Director, Council for International Educational Exchange (since 2003). TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2006 Ronald R. Dion+ Chairman and Chief Executive Officer, R. M. Bradley & Co., Inc.; 1998 (A-E) 47 (Age 58) Director, The New England Council and Massachusetts Roundtable; Independent Trustee Director, Boston Stock Exchange; Trustee, North Shore Medical Center; Director, BJ's Wholesale Club, Inc. and a corporator of the Eastern Bank; Trustee, Emmanuel College. Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. (retirement services) 1992 (A-D) 49 (Age 66) (until 2003); Senior Vice President and Chief Financial Officer, 1993 (E) Chairman and Independent Trustee UGI Corporation (public utility holding company) (retired 1998); Vice President and Director for AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners, L.P. (gas distribution) (until 1997); Director, EnergyNorth, Inc. (until 1995); Director, Parks and History Association (since 2001). John A. Moore President and Chief Executive Officer, Institute for Evaluating 2002 (A-E) 49 (Age 65) Health Risks, (nonprofit institution) (until 2001); Chief Independent Trustee Scientist, Sciences International (health research) (until 2003); Principal, Hollyhouse (consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002). TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2007 Steven R. Pruchansky Chairman and Chief Executive Officer, Greenscapes of Southwest 1992 (A-D) 47 (Age 60) Florida, Inc. (since 2000); Director and President, Greenscapes of 1993 (E) Independent Trustee Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC (real estate) (since 2001); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Norman H. Smith Lieutenant General, United States Marine Corps; Deputy Chief of 1992 (A-D) 47 (Age 71) Staff for Manpower and Reserve Affairs, Headquarters Marine Corps; 1993 (E) Independent Trustee Commanding General III Marine Expeditionary Force/3rd Marine Division (retired 1991). - ------------ * "Interested person," as defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), of the funds and the Adviser. + Trustee representing the holders of the Preferred Shares. (A) Premium Dividend I (B) Premium Dividend II (C) Select Dividend (D) Global Dividend (E) Preferred Dividend EXECUTIVE OFFICERS In addition to the President and Chief Executive Officer (Mr. Shepherdson), the table below lists each fund's executive officers. NAME, (AGE), ADDRESS(1) AND OFFICER POSITION WITH THE FUNDS PRINCIPAL OCCUPATION(s) DURING THE PAST FIVE YEARS SINCE - ----------------------------------------------------------------------------------------------------------------------------------- Susan S. Newton Senior Vice President and Secretary, each of the John Hancock funds; Senior Vice 1992 (Age 54) President, Secretary and Chief Legal Officer, the Adviser, John Hancock Funds, The Senior Vice President and Secretary Berkeley Group and SAMCorp. William H. King Vice President and Treasurer, each of the John Hancock funds; Vice President, the 1994 (Age 52) Adviser. Vice President and Treasurer - ---------- (1) Business address for independent and non-independent Trustees and officers is 101 Huntington Avenue, Boston, Massachusetts 02199. Each Trust's board of trustees currently has four standing Committees: the Audit Committee, the Administration Committee, the Contracts/Operations Committee and the Investment Performance Committee. Each Committee is comprised of Independent Trustees who are not "interested persons." The current membership of each Committee and the anticipated membership if the nominees are elected, are set forth below. AUDIT ADMINISTRATION CONTRACTS/OPERATIONS INVESTMENT PERFORMANCE - ----------------------------------------------------------------------------------------------------------------------------------- 2004 MEMBERS Messrs. Ladner, Moore, All Independent Messrs. Pruchansky, Carlin Messrs. Cunningham and Toolan* and Ms. Peterson Trustees and Smith Dion MEMBERS AS OF Messrs. Chapman, Ladner, All Independent Messrs. Carlin, Dion, All Independent Trustees MARCH 2, 2005 Moore and Trustees Pruchansky and Smith Ms. Peterson - ---------- * Mr. Toolan reached the age of mandatory retirement and retired on December 31, 2004.
All members of each fund's Audit Committee are Independent under the New York Stock Exchange's Revised Listing Rules, and each member is financially literate with at least one having accounting or financial management expertise. The Board has adopted a written charter for the Audit Committee, which is attached as Attachment 1. The Audit Committee recommends to the full Board the appointment of outside auditors for the fund, monitors and oversees the audits of the fund, communicates with both independent auditors and internal auditors on a regular basis and provides a forum for the auditors to report and discuss any matters they deem appropriate at any time. Each Audit Committee reports that it has (1) reviewed and discussed each fund's audited financial statements with management; (2) discussed with the independent auditors the matters relating to the quality of each fund's financial reporting as required by SAS 61; (3) received written disclosures and an independence letter from the independent auditors required by Independent Standards Board Standard No. 1, and discussed with the auditors their independence; and (4), based on these discussions, recommended to the Board that each fund's financial statements be included in each fund's annual report for the last fiscal year (see Attachment 2). All of the Independent Trustees are members of the Administration Committee. The Administration Committee reviews the activities of the other three standing committees and makes the final selection and nomination of candidates to serve as Independent Trustees. All members of the Administration Committee are independent under the New York Stock Exchange's Revised Listing Rules and are Independent Trustees. The Board has adopted a written charter for the Administration Committee, which is attached as Attachment 3 to this proxy. The Administration Committee selects and nominates for elections candidates for Independent Trustees. The Trustees who are not Independent Trustees and the officers of the fund are nominated and selected by the Board. In reviewing a potential nominee and in evaluating the renomination of current Independent Trustees, the Administration Committee expects to apply the following criteria: (i) the nominee's reputation for integrity, honesty and adherence to high ethical standards, (ii) the nominee's business acumen, experience and ability to exercise sound judgments, (iii) a commitment to understand the fund and the responsibilities of a trustee of an investment company, (iv) a commitment to regularly attend and participate in meetings of the Board and its committees, (v) the ability to understand potential conflicts of interest involving management of the fund and to act in the interests of all shareholders, and (vi) the absence of a real or apparent conflict of interest that would impair the nominee's ability to represent the interests of all the shareholders and to fulfill the responsibilities of an Independent Trustee. The Administration Committee does not necessarily place the same emphasis on each criteria and each nominee may not have each of these qualities. The Administration Committee does not discriminate on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. As long as an existing Independent Trustee continues, in the opinion of the Administration Committee, to satisfy these criteria, each fund anticipates that the Committee would favor the renomination of an existing Trustee rather than a new candidate. Consequently, while the Administration Committee will consider nominees recommended by shareholders to serve as trustees, the Administration Committee may only act upon such recommendations if there is a vacancy on the Board or the Administration Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the funds. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Administration Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Administration Committee. While it has not done so in the past, the Administration Committee may retain a consultant to assist the Committee in a search for a qualified candidate. Any shareholder recommendation must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be considered by the Administration Committee. In evaluating a nominee recommended by a shareholder, the Administration 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 nominees, the candidate's name will be placed on the fund's proxy card. If the Administration Committee or the Board determines not to include such candidate among the Board's 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 fund's proxy statement. Each of the nominees for election as Trustee was recommended by the Administration Committee, except for Mr. Shepherdson, who was recommended by the Board. Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee in care of the secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the fund. Mr. Shepherdson typically attends shareholder meetings and other members of the Board may, but generally do not, attend. The Contracts/Operations Committee oversees the initiation, operation and renewal of the various contracts between the fund and other entities. These contracts include advisory, custodial and transfer agency agreements and arrangements with other service providers. The Investment Performance Committee monitors and analyzes the performance of the funds generally, consults with the Adviser as necessary if a fund is considered to require special attention, and reviews fund peer groups and other comparative standards as necessary. Each board of trustees and each committee held four meetings during each fund's fiscal year. With respect to each fund, no Trustee attended fewer than 75% of the aggregate of (1) the total number of meetings of the Trustees of the fund; and (2) the total number of meetings held by all committees of the Trustees on which they served. The funds hold joint meetings of the Trustees and all committees. TRUSTEE OWNERSHIP The following table provides a dollar range indicating each Trustee's ownership of equity securities of the funds as well as aggregate holdings of shares of equity securities of all John Hancock funds overseen by the Trustee, as of December 31, 2004. TRUSTEE HOLDINGS(1)
PATRIOT PREMIUM PATRIOT PREMIUM PATRIOT SELECT DIVIDEND FUND I DIVIDEND FUND II DIVIDEND TRUST --------------------------------- ---------------------------------- --------------------------------- NAME OF TRUSTEE SHARES DOLLAR RANGE SHARES DOLLAR RANGE SHARES DOLLAR RANGE - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES James F. Carlin 4,145 $10,001 - $50,000 1,200 $10,001 - $50,000 1,000 $10,001 - $50,000 Richard P. Chapman, Jr.+ -- -- -- -- -- -- William H. Cunningham -- -- -- -- -- -- Ronald R. Dion 100 $1 - $10,000 -- -- 65 $1 - $ 10,000 Charles L. Ladner 390 $1 - $10,000 200 $1 - $10,000 200 $1 - $ 10,000 John A. Moore 400 $1 - $10,000 -- -- -- -- Patti McGill Peterson -- -- -- -- -- -- Steven R. Pruchansky 116 $1 - $10,000 200 $1 - $10,000 100 $1 - $10,000 Norman H. Smith 404 $1 - $10,000 694 $1 - $10,000 460 $1 - $10,000 NON-INDEPENDENT TRUSTEES James A. Shepherdson 102 $1 - $10,000 88 $1 - $10,000 70 $1 - $10,000 PATRIOT GLOBAL PATRIOT PREFERRED ALL JOHN HANCOCK DIVIDEND FUND DIVIDEND FUND FUNDS OVERSEEN ----------------------------------- ---------------------------- ---------------------- NAME OF TRUSTEE SHARES DOLLAR RANGE SHARES DOLLAR RANGE DOLLAR RANGE - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES James F. Carlin 100 $1 - $10,000 100 $1 - $10,000 Over $100,000 Richard P. Chapman, Jr.+ -- -- -- -- Over $100,000 William H. Cunningham -- -- -- -- Over $100,000 Ronald R. Dion 100 $1 - $10,000 65 $1 - $10,000 Over $100,000 Charles L. Ladner 235 $1 - $10,000 200 $1 - $10,000 Over $100,000 John A. Moore -- -- -- -- Over $100,000 Patti McGill Peterson -- -- -- -- Over $100,000 Steven R. Pruchansky 300 $1 - $10,000 275 $1 - $10,000 Over $100,000 Norman H. Smith 1,050 $10,001 - $50,000 361 $1 - $10,000 Over $100,000 NON-INDEPENDENT TRUSTEES James A. Shepherdson 72 $1 - $10,000 75 $1 - $10,000 $10,001 - $50,000 - ---------- (1) The amounts reflect the aggregate dollar range of equity securities beneficially owned by the Trustees in the Funds and in all John Hancock funds overseen by each Trustee. For each Trustee, the amounts reflected include share equivalents of certain John Hancock funds in which the Trustee is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Trustees, as more fully described under "Remuneration of Trustees and Officers". The information as to beneficial ownership is based on statements furnished to the funds by the Trustees. Each of the Trustees has all voting and investment powers with respect to the shares indicated. None of the Trustees beneficially owned individually, and the Trustees and executive officers of the funds as a group did not beneficially own, in excess of one percent of the outstanding shares of any fund. + Mr. Chapman was not a Trustee of these funds in 2004.
COMPLIANCE WITH SECTION 16(a) REPORTING REQUIREMENTS Section 16(a) of the Securities Exchange Act of 1934 requires a fund's executive officers, Trustees and persons who own more than ten percent of a fund's shares ("10% Shareholders") to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Executive officers, Trustees, and 10% Shareholders are also required by SEC regulations to furnish each fund with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to the funds and representations that no other reports were required to be filed, each fund believes that during the past fiscal year its executive officers, Trustees and 10% Shareholders complied with all applicable Section 16(a) filing requirements. REMUNERATION OF TRUSTEES AND OFFICERS The following table provides information regarding the compensation paid by the funds and the other investment companies in the John Hancock fund complex to the Independent Trustees for their services for each fund's most recently completed fiscal year. Any non-Independent Trustees and each of the officers of the funds are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the funds for their services.
AGGREGATE COMPENSATION TOTAL COMPENSATION -------------------------------------------------------------------------- ALL FUNDS IN PREMIUM PREMIUM SELECT GLOBAL PREFERRED JOHN HANCOCK INDEPENDENT TRUSTEES DIVIDEND I DIVIDEND II DIVIDEND DIVIDEND DIVIDEND FUND COMPLEX(1) - ----------------------------------------------------------------------------------------------------------------------------------- James F. Carlin $ 1,375 $ 1,790 $ 1,536 $1,124 $1,067 $ 76,500 Richard P. Chapman, Jr.# -- -- -- -- -- 79,500 William H. Cunningham* 1,413 1,840 1,522 1,144 1,048 77,500 Ronald R. Dion* 1,388 1,807 1,538 1,145 1,069 76,500 Charles L. Ladner 1,632 2,180 1,743 1,334 1,209 104,150 John A. Moore* 1,030 1,396 1,142 868 786 79,900 Patti McGill Peterson 995 1,350 1,065 839 737 74,900 Steven R. Pruchansky* 1,426 1,857 1,602 1,166 1,106 79,500 Norman H. Smith* 1,375 1,790 1,536 1,124 1,067 76,500 John P. Toolan*+ 1,366 1,834 1,423 1,138 1,035 75,650 ------ ------ ------ ----- ----- ------- Totals $12,000 $15,844 $13,107 $9,882 $9,124 $800,600 - ---------- (1) The total compensation paid by the John Hancock fund complex to the Independent Trustees for the calendar year ended December 31, 2004. All the Independent Trustees were Trustees of 28 funds in the John Hancock Fund Complex except for Ms. Peterson and Mr. Moore who were trustees of 31 funds, Mr. Chapman who was a trustee of 21 funds and Mr. Ladner who was a trustee of 49 funds. * As of December 31, 2004, the value of the aggregate accrued deferred compensation amount from all funds in the John Hancock fund complex for Mr. Chapman was $69,035, for Mr. Cunningham was $627,144, for Mr. Dion was $242,968, for Mr. Moore was $273,394, for Mr. Pruchansky was $194,392, for Mr. Smith was $331,243 and for Mr. Toolan was $686,931 under the John Hancock Deferred Compensation Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent Trustee may elect to have his deferred fees invested by a fund in shares of one or more funds in the John Hancock fund complex, and the amount paid to the Trustees under the Plan will be determined based upon the performance of such investments. Deferral of Trustees' fees does not obligate any fund to retain the services of any Trustee or obligate any fund to pay any particular level of compensation to the Trustee. # Mr. Chapman was not Trustee of these Funds in 2004. + Mr. Toolan reached the age of mandatory retirement and retired as of December 31, 2004.
MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES As of December 31, 2004, none of the Independent Trustees, nor any immediate family member, owns shares of John Hancock Advisers, LLC (the "investment adviser") or is a principal underwriter of the funds, nor does any such person own shares of a company controlling, controlled by or under common control with the investment adviser or a principal underwriter of the funds. There have been no transactions by the funds since the beginning of the funds' last two fiscal years, nor are there any transactions currently proposed, in which the amount exceeds $60,000 and in which any trustee of the funds or any immediate family members has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to the funds in an amount in excess of $60,000 at any time since that date. No Independent Trustee, nor any immediate family member has had, in the past five years, any direct or indirect interest, the value of which exceeds $60,000, in the investment adviser, a principal underwriter of the funds or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with, the investment adviser or principal underwriter of the funds. Moreover, no Independent Trustee or immediate family member has, or has had in the last two fiscal years of the funds, any direct or indirect relationships or material interest in any transaction or in any currently proposed transaction, in which the amount involved exceeds $60,000, in which the following persons were or are a party: the funds, an officer of the funds, any investment company sharing the same investment adviser or principal underwriter as the funds or any officer of such a company, any investment adviser or principal underwriter of the funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the funds, or any officer of such a person. Within the last two completed fiscal years of the funds, no officer of any investment adviser or principal underwriter of the funds or of any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the funds, has served as a director on a board of a company, where any of the Independent Trustees or nominees of the funds, or immediate family members of such persons, has served as an officer. LEGAL PROCEEDINGS There are no material pending legal proceedings to which any trustee or affiliated person is a party adverse to the funds or any of its affiliated persons or has a material interest adverse to the funds or any of its affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any trustee or executive officer of the funds within the past five years. PROPOSAL 2 RATIFICATION OF SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (COMMON SHARES AND PREFERRED SHARES OF EACH FUND) The Trustees of each fund, including a majority of each fund's Independent Trustees, have selected Deloitte & Touche, LLP ("Deloitte & Touche") to act as independent registered public accounting firm for each fund's 2005 fiscal year. The funds' 2005 fiscal year ends are: Premium Dividend I -- September 30, 2005; Premium Dividend II -- October 31, 2005; Select Dividend -- June 30, 2005; Global Dividend -- July 31, 2005; and Preferred Dividend -- May 31, 2005. The following table sets forth the aggregate fees billed by the independent accountants for each fund's 2003 and 2004 fiscal years for professional services rendered for: (i) the audit of the fund's annual financial statements and the review of financial statements included in the fund's reports to stockholders, (ii) assurance and related services that are reasonably related to the audit of the fund's financial statements, (iii) tax compliance, tax advice or tax planning and (iv) all services other than (i), (ii) and (iii). The table also discloses the aggregate fees paid during the 2003 and 2004 calendar years to the funds', independent accountants by John Hancock Advisers, LLC and any entity controlling, controlled by or under common control with, John Hancock Advisers, LLC to the extent that the engagement relates directly to the operations and financial reporting of registered investment companies (the "Adviser and Adviser Affiliates").
AUDIT FEES AUDIT-RELATED FEES TAX FEES ALL OTHER FEES ---------------------------------------------------------------------------------------------- 2003 2004 2003 2004 2003 2004 2003 2004 ---------------------------------------------------------------------------------------------- Patriot Dividend I $29,750 $31,250 $21,700 $4,000 $2,100 $2,250 $0 $0 Patriot Dividend II $29,750 $31,250 $21,700 $4,000 $2,100 $2,250 $0 $0 Select Dividend $29,750 $31,250 $21,700 $4,000 $2,100 $2,250 $0 $0 Global Dividend $29,750 $31,250 $24,800 $4,000 $2,100 $2,250 $0 $0 Preferred Dividend $29,750 $31,200 $24,800 $4,000 $2,100 $2,250 $0 $0 The Adviser and Adviser Affiliates $0 $0 $0 $0 $0 $0 $46,275 $65,000
The fund's Audit Committee has adopted procedures to pre-approve audit and non-audit services for the funds and the Adviser and Adviser Affiliates. These procedures identify certain types of audit and non-audit services that are anticipated to be provided by Deloitte & Touche during a calendar year and, provided the services are within the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These procedures require both audit and non-audit sources to be approved by the Audit Committee prior to Deloitte & Touche being engaged. In recommending Deloitte & Touche as the funds' independent accountants, the Audit Committee has considered the compensation provided to Deloitte & Touche for audit and non-audit services to the Adviser and Adviser Affiliates and has determined that such compensation is not incompatible with maintaining Deloitte & Touche's independence. The aggregate amount of non- audit fees paid to Deloitte & Touche by the funds, the Adviser and an Advisor Affiliate that provide services to the funds, which includes amounts described above, were $171,475 and $96,250 for the years ending December 31, 2003 and 2004. Deloitte & Touche has advised the funds that it has no direct or indirect financial interest in any of the funds. This selection is subject to the approval by the shareholders of the funds at the meetings. The enclosed proxy card provides space for instructions directing the proxies named on the card to vote for, against, or abstain from ratifying that selection. A representative of Deloitte & Touche is expected to be present at the meeting, will have the opportunity to make a statement if the representative desires to do so and will be available to respond to appropriate questions relating to the examination of the funds' financial statements. The Boards of Trustees, including each Fund's Independent Trustees, unanimously recommend that shareholders ratify the selection of Deloitte & Touche as independent registered public accounting firm of the funds. VOTE REQUIRED TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The approval of a "majority" (as described below) of the Common Shares and the Preferred Shares, voting as a single class, of each fund is required to ratify the selection of Deloitte & Touche as such fund's independent registered public accounting firm for that fund's 2005 fiscal year. MISCELLANEOUS VOTING; QUORUM; ADJOURNMENT The following vote is required to approve each respective proposal:
PROPOSAL VOTE REQUIRED - ---------------------------------------------------------------------------------------------------------------------------------- Election of Trustees For each class, a plurality of all votes cast, assuming a quorum exists.* A "plurality" (Proposal 1) means that the five nominees up for election by the Common Shares or Preferred Shares receiving the greatest number of votes of the Common Shares or Preferred Shares, as the case may be, will be elected as Trustees, regardless of the number of votes cast. COMMON AND PREFERRED CLASSES VOTE SEPARATELY ON THIS PROPOSAL. Ratification of Public Accountants The affirmative vote of more than 50% of the votes cast, assuming a quorum exists.* (Proposal 2) COMMON AND PREFERRED CLASSES VOTE TOGETHER AS A SINGLE CLASS ON THIS PROPOSAL. - ------------ * In order for a "quorum" to exist, a majority of the shares outstanding and entitled to vote must be present at the meeting, either in person or by proxy, determined in accordance with the table below.
Proposals 1 and 2 in this proxy statement are considered routine matters on which brokers holding shares in "street name" may vote without instruction under the rules of the New York Stock Exchange. While, as noted above, both of the proposals in this proxy statement are routine, for non-routine proposals, brokers that are member organizations of the New York Stock Exchange may vote Preferred Shares for which they have not received instructions in proportion to the shares for which they have received instructions. Proportionate voting of Preferred Shares may occur on a non-routine proposal only if: (i) at least 30% of the Preferred Shares of the fund outstanding and entitled to vote have been voted; (ii) less than 10% of such Preferred Shares voted against the proposal; (iii) the shareholders of the Common Shares of the fund have approved the proposal (except with respect to plurality votes); and (iv) a majority of the Independent Trustees of the fund have approved the proposal. The following table summarizes how the quorum and voting requirements are determined.
SHARES QUORUM VOTING - ----------------------------------------------------------------------------------------------------------------------------------- In General All shares "present" in person or by proxy Shares present in person will be voted in are counted in determining whether a quorum person by the shareholder at the meeting. exists. Shares present by proxy will be voted by the proxyholder in accordance with instructions specified in the proxy. Broker Non-Vote Considered "present" a meeting. Not voted. Same effect as a vote "against" a proposal. Proxy with No Voting Instruction Considered "present" for determining whether Will be voted "for" the proposal by the (other than Broker Non-Vote) a quorum exists. proxyholder. Vote to Abstain Considered "present" for determining whether Disregarded. Because abstentions are not a quorum exists. votes "cast", abstentions will have no effect on whether a proposal is approved. Proportionately Voted Preferred Considered "present" for determining whether Voted in proportion to Preferred Shares for Shares with No Voting Instruction a quorum exists. which the broker received instructions.
If a quorum is not present, the persons named as proxies may vote their proxies to adjourn the meeting to a later date. If a quorum is present, but there are insufficient votes to approve any proposal, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation. Shareholder action may be taken on one or more proposals prior to such adjournment. Proxies instructing a vote for a proposal will be voted in favor of an adjournment with respect to that proposal, and proxies instructing a vote against a proposal will be voted against an adjournment with respect to that proposal. EXPENSES AND METHODS OF SOLICITATION The costs of the meeting, including the solicitation of proxies, will be paid by the funds. Persons holding shares as nominees will be reimbursed by the relevant fund, upon request, for their reasonable expenses in sending soliciting material to the principals of the accounts. In addition to the solicitation of proxies by mail, Trustees, officers and employees of the funds or of the funds' investment adviser may solicit proxies in person or by telephone. John Hancock Advisers, LLC, 101 Huntington Avenue, Boston, Massachusetts 02199-7603, serves as each fund's investment adviser and serves as the administrator of Premium Dividend I, Premium Dividend II, Select Dividend, Global Dividend and Preferred Dividend. Mellon Investor Services LLC has been retained to assist in the solicitation of proxies at a cost of approximately $3,000 for each Fund, plus reasonable expenses. TELEPHONE VOTING In addition to soliciting proxies by mail, by fax or in person, the funds may also arrange to have votes recorded by telephone by officers and employees of the funds or by the personnel of the adviser or the transfer agent or solicitor. The telephone voting procedure is designed to verify a shareholder's identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder's instructions and to confirm that the voting instructions have been properly recorded. o A shareholder will be called on a recorded line at the telephone number in the funds' account records and will be asked to provide the shareholder's social security number or other identifying information. o The shareholder will then be given an opportunity to authorize proxies to vote his or her shares at the meeting in accordance with the shareholder's instructions. Alternatively, a shareholder may call the Funds' Voice Response Unit to vote; o Read the proxy statement and have your proxy card at hand. o Call the toll-free-number located on your proxy card. o Follow recorded instructions. With both methods of telephone voting, to ensure that the shareholder's instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions. If the shareholder decides after voting by telephone to attend the Meeting, the shareholder can revoke the proxy at that time and vote the shares at the Meeting. INTERNET VOTING You will also have the opportunity to submit your voting instructions via the Internet by utilizing a program provided through a vendor. Voting via the Internet will not affect your right to vote in person if you decide to attend the meeting. Do not mail the proxy card if you are voting via the Internet. To vote via the Internet, you will need the information on your proxy card. These Internet voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders' instructions have been recorded properly. If you are voting via the Internet you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that must be borne to you. o Read the proxy statement and have your card on hand. o Go to the website listed on the card. o Follow the directions on the website. Please call 1-800-852-0218 if you have any problems. o To insure that your instructions have been recorded correctly, you will receive a confirmation of your voting instructions immediately after your submission. OTHER MATTERS The management of the funds knows of no business to be brought before the annual meetings except as mentioned above. If, however, any other matters were properly to come before the meetings, the persons named in the enclosed form of proxy intend to vote on such matters in accordance with their best judgment. If any shareholders desire additional information about the matters proposed for action, the management of the funds will provide further information. The meeting is scheduled as a joint meeting of the respective shareholders of the funds because the shareholders of the funds are generally expected to consider and vote on similar matters. The Boards of Trustees of the funds have determined that the use of this joint proxy statement for the meetings is in the best interest of each fund's shareholders. In the event that any shareholder present at the meetings objects to the holding of a joint meeting and moves for an adjournment of the annual meeting with respect to his or her fund to a time immediately after the annual meetings so that his or her fund's meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. The shareholders of each fund will vote separately on each proposal, and voting by shareholders of one fund will have no effect on the outcome of voting by shareholders of the other funds. SHAREHOLDER PROPOSALS Shareholder proposals intended to be presented at a fund's annual meeting in 2006 must be received by that fund at its offices at 101 Huntington Avenue, Boston, Massachusetts, after September 21, 2005 but no later than October 20, 2005 for inclusion in that fund's proxy statement relating to that meeting (subject to certain exceptions). IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND Dated: January 21, 2005 ATTACHMENT 1 JOHN HANCOCK FUNDS AUDIT COMMITTEE CHARTER A. Membership. The Audit Committee shall be composed exclusively of Trustees who are: o not "interested persons" ("Independent Trustees") as defined in the Investment Company Act of 1940, as amended, of John Hancock Advisers, LLC (the "Adviser"); o independent as defined by the New York Stock Exchange rules and Rule 10A-3(b)(1) of the Exchange Act (except as otherwise permitted by the applicable rules of the NYSE); o financially literate, as such qualification is interpreted by the Board of Trustees in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee; and o free of any relationship that, in the opinion of the Administration Committee, may interfere or give the appearance of interfering with such member's individual exercise of independent judgment. The Audit Committee shall be composed of at least three Independent Trustees who are designated for membership from time to time by the Administration Committee, subject to ratification by the Board of Trustees. At least one member of the Audit Committee must have accounting or related financial management expertise, as the Board of Trustees interprets such qualification in its business judgment. B. Purpose. The Audit Committee's purpose is to: 1. assist the Board of Trustee's oversight of (1) the integrity of the funds' financial statements, (2) the funds' compliance with legal and regulatory requirements (except to the extent such responsibility is delegated to another committee), (3) the independent auditor's qualifications and independence, and (4) the performance of the funds' independent auditors and internal; 2. act as a liaison between the funds' independent auditors and the full Board; 3. to approve prior to appointment the funds' independent auditors and to review and evaluate the qualifications, independence and performance of the funds' independent auditors; and 4. prepare the Audit Committee Report to be included in the funds' annual proxy statement or other filings, as required by the Securities and Exchange Commission (SEC). The Audit Committee shall discharge its responsibilities, and shall access the information provided by the funds' management and independent auditors, in accordance with its business judgment. C. Oversight. Oversight is the primary role of the Audit Committee. The Adviser is responsible for maintaining appropriate systems for accounting and internal controls and preparing the funds' financial statements. The independent auditors are responsible for auditing the funds' financial statements. The Audit Committee and the Board of Trustees recognize that the funds' officers, the Adviser and the independent auditors have more experience, expertise, resources and time, and more detailed knowledge and information regarding the funds' accounting, auditing, internal control and financial reporting practices than the Audit Committee does. Accordingly, the Audit Committee's oversight role is not intended to provide any expert or special assurance as to the financial statements and other financial information provided by a fund to its shareholders and others. The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that any fund's financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee any independent auditor's report. The independent auditors shall report directly to the Audit Committee, and the Audit Committee shall be directly responsible for oversight of the work of the independent auditors, including resolution of disagreements between any fund's officers, the Adviser and the independent auditors regarding financial reporting. D. Specific Responsibilities. The Audit Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate: 1. To act as a liaison between the funds' independent auditors and the Board of Trustees and to report regularly to the Board of Trustees the Audit Committee's conclusions with respect to the independent auditors and the funds' financial statements and accounting controls. 2. To approve, and recommend to the Board of Trustees for its ratification, the selection, appointment, retention and compensation of an independent auditor for each fund prior to the engagement of that independent auditor. 3. To meet with independent auditors, including private meetings, and, as necessary, the Adviser's internal auditors and the funds' officers to review: o the arrangements for and scope of the annual audit and any special audits; o the funds' financial statements and reports and to discuss any matters of concern relating to the funds' financial statements, including the independent auditor's comments on such financial statements; o the funds' policies with respect to risk assessment and risk management; o the resolution of any disagreements between the independent auditors and the Adviser regarding the funds' financial reporting; and o the form of opinion the independent auditors propose to render to the Board of Trustees and shareholders. 4. To monitor the independent auditors to attempt to identify: o conflicts of interest between the funds and the independent auditors as a result of employment relationships; o the provision of prohibited non-audit services to a fund by its independent auditor; violations of audit partner rotation requirements; and o prohibited independent auditor compensation arrangements whereby individuals employed by the auditor are compensated based on selling non- audit services to the fund. The independent auditors should promptly contact the Audit Committee or its Chair about any significant issue or disagreement concerning a fund's accounting practices or financial statements that is not resolved to their satisfaction or if Section 10A(b) of the Exchange Act has been implicated. 5. To ensure that the independent auditors inform the Audit Committee on a periodic basis of all relationships between the independent auditors and the Adviser; to engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors; and to recommend that the Board of Trustees take appropriate action in response to the independent auditors' report. 6. To pre-approve all audit and non-audit services provided to each fund by its independent auditors, directly or by establishing pre-approval policies and procedures pursuant to which such services may be rendered. To pre-approve all non-audit services provided by the funds' independent auditors to the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to a fund, if the engagement relates directly to the operations and financial reporting of the fund. The Audit Committee is authorized to delegate, to the extent permitted by law, pre-approval responsibilities to one or more members of the Audit Committee who shall report to the Audit Committee regarding approved services at the Audit Committee's next regularly scheduled meeting. 7. With respect to any fund listed on the New York Stock Exchange, to consider whether the Audit Committee will recommend to the Board of Trustees that the audited financial statements be included in the fund's annual report. The Board of Trustees delegates to the Audit Committee the authority to release the funds' financial statements for publication in the annual and semi-annual report, subject to the Board of Trustees' right to review and ratify such financial statements following publication. The Audit Committee shall prepare an annual committee report for inclusion where necessary in the proxy statement of a fund relating to its annual meeting of security holders or in any other filing required by the SEC's rules. 8. To obtain and review, at least annually, a report by the independent auditor describing: its own internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding any independent audit by the firm, and any steps taken to deal with any such issues; and, to assess the auditor's independence, all relationships between the independent auditor and each fund, including the disclosures required by any applicable Independence Standards Board Standard No. 1. 9. To review with the independent auditor any problems that may be reported to the Audit Committee arising out of a fund's accounting, auditing or financial reporting functions and management's response, and to receive and consider reports on critical accounting policies and practices and alternative treatments discussed with management. 10. To investigate improprieties or suspected improprieties in the operations of a fund and to establish procedures for the confidential, anonymous submission by employees of the Adviser or any other provider of accounting related services of complaints regarding accounting, internal accounting controls, or auditing matters. The procedures currently in effect are attached as Exhibit A. 11. To review with the funds' principal executive officer and/or principal financial officer in connection with required certifications on Form N-CSR any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein and any reported evidence or fraud involving management or other employees who have a significant role in the fund's internal control over financial reporting. E. Subcommittees. The Audit Committee may, to the extent permitted by applicable law, form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to preapprove audit or non-audit services shall be presented to the full Audit Committee at its next meeting. F. Additional Responsibilities. The Committee shall serve as the "qualified legal compliance committee" (as such term is defined in 17 CFR Part 205)("QLCC"), the duties of which are listed on Exhibit B to this charter; and shall also perform other tasks assigned to it from time to time by the Administration Committee or the full Board, and will report findings and recommendations to the Administration Committee or the full Board, as appropriate. G. Funding. Each fund shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board of Trustees, for payment of: o Compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the fund. o Compensation to any advisers employed by the Audit Committee under its authority to engage independent counsel and other advisers. o Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. H. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Administration Committee or the full Board, as appropriate. The designation of a person as an "audit committee financial expert" within the meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board. The compensation of Audit Committee members shall be as determined by the Board of Trustees. No member of the Audit Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from a fund, other than fees paid in his or her capacity as a member of the Board of Trustees or as a member of a committee of the Board. I. Evaluation. At least annually, the Audit Committee shall evaluate its own performance, including whether the Audit Committee is meeting frequently enough to discharge its responsibilities appropriately. The Committee shall review this charter at least annually and shall recommend such changes to the Administration Committee or the full Board as it deems appropriate. EXHIBIT A POLICY FOR RAISING AND INVESTIGATING COMPLAINTS OR CONCERNS ABOUT ACCOUNTING OR AUDITING MATTERS As contemplated by the Audit Committee Charter, the Committee has established the following procedures for: o the receipt, retention and treatment of complaints received by a fund regarding accounting, internal accounting controls or auditing matters; and o the confidential, anonymous submission by employees of the John Hancock Advisers, LLC or its affiliates of concerns regarding questionable accounting or auditing matters. A. Policy Objectives The objective of this policy is to provide a mechanism by which complaints and concerns regarding accounting, internal accounting controls or auditing matters may be raised and addressed without the fear or threat of retaliation. The funds desire and expects that the employees and officers of John Hancock Advisers, LLC or any other service provider to the funds will report any complaints or concerns they may have regarding accounting, internal accounting controls or auditing matters. B. Procedures for Raising Complaints and Concerns Persons with complaints regarding accounting, internal accounting controls or auditing matters or concerns regarding questionable accounting or auditing matters may submit such complaints or concerns to the attention of the funds' Secretary by sending a letter or other writing to the funds' principal executive offices. Complaints and concerns may be made anonymously to any of the above individuals. In addition any complaints or concerns may also be communicated anonymously, directly to any member of the Audit Committee. C. Procedures for Investigating and Resolving Complaints and Concerns All complaints and concerns received will be promptly forwarded to the Audit Committee of the Board of Trustees or the chair of the Audit Committee, unless they are determined to be without merit by Secretary of the funds. If sent only to the chair, the chair may determine the appropriate response or may refer the issues to the entire Audit Committee. In any event, the funds' Secretary will provide a record of all complaints and concerns received (whether or not determined to have merit) to the Audit Committee each fiscal quarter. The Audit Committee will evaluate any complaints or concerns received (including those reported to the committee on a quarterly basis and which the funds' Secretary has previously determined to be without merit). If the Audit Committee requires additional information to evaluate any complaint or concern, it may conduct an investigation, including interviews of persons believed to have relevant information. The Audit Committee may, in its discretion, assume responsibility for directing or conducting any investigation or may delegate such responsibility to another person or entity. After its evaluation of the complaint or concern, the Audit Committee will authorize such follow-up actions, if any, as deemed necessary and appropriate to address the substance of the complaint or concern. The funds reserve the right to take whatever action the Audit Committee believes appropriate, up to and including discharge of any employee deemed to have engaged in improper conduct. Regardless of whether a complaint or concern is submitted anonymously, the Audit Committee will strive to keep all complaints and concerns and the identity of those who submit them and participate in any investigation as confidential as possible, limiting disclosure to those with a business need to know. John Hancock Advisers, LLC and its affiliates shall not penalize or retaliate against any person or entity for reporting a complaint or concern, unless it is determined that the complaint or concern was made with knowledge that it was false. The funds will not tolerate retaliation against any person or entity for submitting, or for cooperating in the investigation of, a complaint or concern. Moreover, any such retaliation is unlawful and may result in criminal action. Any retaliation will warrant disciplinary action against the offending party, up to and including termination of employment. John Hancock Advisers, LLC and its subadvisers shall include this policy in its employee manual and shall distribute, at least annually, the policy to all of its employees. The funds shall retain records of all complaints and concerns received, and the disposition thereof, for five years. EXHIBIT B QUALIFIED LEGAL COMPLIANCE COMMITTEE ("QLCC") DUTIES AND RESPONSIBILITIES The QLCC shall adopt written procedures for the confidential receipt, retention, and consideration of any report of evidence of a material violation. The QLCC has the authority and responsibility, once a report of evidence of a material violation by a fund, its officers, directors, employees or agents has been received by the QLCC: (i) to inform the CLO and CEO of such report (except in the case where the reporting attorney reasonably believes that it would be futile to report evidence of a material violation to the CLO and CEO, and has informed the QLCC of such belief); and (ii) to determine whether an investigation is necessary or appropriate, and, if it determines an investigation is necessary or appropriate, to: (A) notify the full board of directors; (B) initiate an investigation, which may be conducted either by the CLO or by outside attorneys; and (C) retain such additional expert personnel as the QLCC deems necessary; and, at the conclusion of such investigation, to: (A) recommend, by majority vote, that the fund implement an appropriate response to evidence of a material violation; and (B) inform the CLO and the CEO and the Board of Trustees of the results of any such investigation and the appropriate remedial measures. (iii) by majority vote, to take all other appropriate action, including notifying the U.S. Securities and Exchange Commission in the event that the fund fails in any material respect to implement an appropriate response that the QLCC has recommended. ---------------------------------------- ATTACHMENT 2 AUDIT COMMITTEE REPORT The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. The Audit Committee has reviewed and discussed with the Fund's management and Deloitte & Touche LLP the audited financial statements of the Funds contained in the Annual Reports on Form N-CSR for the 2004 fiscal year. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, amount other items, matters related to the conduct of the audit of the Fund's financial statements. The Audit Committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with Deloitte & Touche LLP its independence from the Funds. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the audited financial statements be included in each Fund's Annual Report on Form N-CSR for filing with the Securities and Exchange Commission. Submitted by the Audit Committee John P. Toolan, Chairman Charles L. Ladner John A. Moore Patti McGill Peterson ATTACHMENT 3 JOHN HANCOCK FUNDS ADMINISTRATION COMMITTEE CHARTER A. Composition. The Administration Committee shall be composed of all Trustees who are both "independent" as defined in the rules of the New York Stock Exchange and are not "interested persons" as defined in the Investment Company Act of 1940 of John Hancock Adviser LLC or of the Trust (the "Independent Trustees"). B. Overview. The overall charter of the Administration Committee is: (i) to review and comment on complex-wide matters to facilitate uniformity among the funds; (ii) to select and nominate Independent Trustees to be added to the Board; (iii) to oversee liaison between management and the Independent Trustees; (iv) to review the performance of the Independent Trustees as appropriate; (v) to review matters relating to the Independent Trustees, such as compensation, retirement arrangements, Committee assignments and the like; (vi) to consider matters of general corporate governance applicable to the Independent Trustees, and (vii) when appropriate, to oversee the assignment of tasks to other Committees. C. Nomination of Independent Trustees 1. Selection of Trustee Nominees. Except where the funds are legally required to provide third parties with the ability to nominate trustees, the Administration Committee shall be responsible for (i) identifying individuals qualified to become Independent Trustees and (ii) recommending to the Board of Trustees the persons to be nominated for election as Independent Trustees at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board by the death, resignation or removal of an Independent Trustee. Persons to serve as Trustees who are not Independent Trustees shall be nominated by the Board. 2. Criteria for Selecting Trustees. The Administration Committee shall use the criteria and the principles set forth on Annex A, as revised from time to time, to guide its trustee selection process. The Administration Committee shall periodically review the requisite skills and criteria for Independent Trustees as well as the composition of the Board as a whole. The Committee shall adopt, and periodically review and revise as it deems appropriate, procedures regarding trustee candidates recommended by shareholders. The current policy is attached as Annex A. D. Other Specific Responsibilities. The Administration Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate: 1. To consider the allocation of activities among the various Committees and the full Board, to suggest to the Committees the degree of detail in their reports to the full Board, and to establish membership and rotation policies for Committees. 2. To consider the number of funds under supervision by the Independent Trustees and the ability of the Independent Trustees to discharge successfully their fiduciary duties and to pursue self- education in mutual fund matters. 3. To propose the amount of compensation to be paid by the funds to the Independent Trustees and to address compensation-related matters, such as expense reimbursement policies. 4. To evaluate, from time to time, the time, energy, expertise, knowledge, judgment and personal skills which Independent Trustees brings to the Board and to consider retirement policies for the Independent Trustees. 5. To participate in the development of agendas for Board and Committee meetings. 6. To consider, evaluate and make recommendations regarding the type and amount of fidelity bond, and director and officer and/or errors and omission insurance coverage, for the funds, the Board and the Independent Trustees, as applicable. 7. To consider, evaluate and make recommendations and necessary findings regarding independent legal counsel and any other advisers, experts or consultants, that may be engaged from time to time, other than as may be engaged directly by another Committee. 8. To evaluate feedback from shareholders as appropriate. Annex A includes procedures for shareholders to communicate with the members of the Administration Committee. E. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by full Board, and will report findings and recommendations to the full Board, as appropriate. F. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the full Board, as appropriate. G. 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. H. Review. The Committee shall review this Charter periodically and recommend such changes to the full Board 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 Fund(s) and should be willing and able to contribute positively to the decision-making process of the Fund(s). 3. Nominees should have a commitment to understand the Fund(s), 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 Fund, 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 the nominee's ability to represent the interests of all the shareholders and to fulfill the responsibilities of a director /trustee. 6. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the Board should be considered. APPLICATION OF CRITERIA TO EXISTING 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 Administrative Committee shall consider the existing trustees' performance on the Board and any committee. REVIEW OF SHAREHOLDER NOMINATIONS Any shareholder recommendation must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 to be considered by the Administration Committee. In evaluating a nominee recommended by a shareholder, the Administration 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 nominees, the candidate's name will be placed on the Fund's proxy card. If the Administration Committee or the Board determines not to include such candidate among the Board's 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 Fund's proxy statement. As long as an existing Independent Trustee continues, in the opinion of the Administration 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 Administration Committee will consider nominees recommended by shareholders to serve as trustees, the Administration Committee may only act upon such recommendations if there is a vacancy on the Board or the Administration Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the Fund. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Administration Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Administration Committee. While it has not done so in the past, the Administration Committee may retain a consultant to assist the Committee in a search for a qualified candidate. COMMUNICATIONS FROM SHAREHOLDERS Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee c/o the secretary of the Fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the Fund. ------------------------------------ THANK YOU for mailing your proxy card promptly ------------------------------------ John Hancock JOHN HANCOCK FUNDS, LLC [logo] MEMBER NASD WORLDWIDE SPONSOR 101 Huntington Avenue Boston, MA 02199-7603 1-800-852-0218 1-800-231-5469 TTD 1-800-843-0090 EASI-Line www.jhfunds.com P00PX 1/05 JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND Annual Meeting of Shareholders March 2, 2005 The undersigned holder of common shares of beneficial interest of John Hancock Patriot Preferred Dividend Fund hereby appoints JAMES A. SHEPHERDSON, WILLIAM H. KING and SUSAN S. NEWTON, and each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Wednesday, March 2, 2005 at the offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all adjournments thereof, in respect of all common shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with all powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said meeting are hereby revoked. - -------------------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. - -------------------------------------------------------------------------------- Please complete, sign, date and return this proxy in the enclosed envelope as soon as possible. Please sign exactly as your name or names appear in the box on the reverse. When signing as Attorney, Executor, Administrator, Trustee or Guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. - -------------------------------------------------------------------------------- Address Change/Comments (Mark the corresponding box on the reverse side) - -------------------------------------------------------------------------------- [ ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES 1. To elect the following nominees to serve as Trustees of the Fund. (01) James F. Carlin (02) William H. Cunningham (03) Richard P.Chapman, Jr. (04) James A. Shepherdson FOR WITHHOLD ALL [ ] FROM ALL [ ] NOMINEES NOMINEES [ ] _______________________________________ For all nominees except as noted above - -------------------------------------------------------------------------------- JOHN HANCOCK - -------------------------------------------------------------------------------- PATRIOT PREFERRED DIVIDEND FUND 2. To ratify the selection of For Against Abstain Deloitte & Touche LLP as the Fund's Inde- pendent registered public accounting firm [ ] [ ] [ ] Specify your vote by marking the appropriate spaces. If no specification is made, this proxy will be voted for the nominees named in the proxy statement and in favor of proposal 2. The persons named as proxies have discretionary authority, which they intend to exercise in favor of the proposals referred to and according to their best judgment as to the other matters which may properly come before the meeting. Please be sure to sign and date this Proxy. Signature: ___________ Date: ___________ Signature: ___________ Date: _________ - ------------------------------------------------------------------------------------------------------------------------------------ [arrow up] FOLD AND DETACH HERE [arrow up] Vote by Internet or Telephone or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11PM Eastern Time the business day prior to annual meeting day. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. - --------------------------------------- --------------------------------------- ---------------------------- Internet Telephone Mail http://www.eproxy.com/ppf 1-800-435-6710 Use the Internet to vote your proxy. Use any touch-tone telephone to Mark, sign and date Have your proxy card in hand when vote your proxy. Have your proxy your proxy card you access the web site. You will be OR card in hand when you call. You will OR and prompted to enter your control be prompted to enter your control return it in the number, located in the box below, to number, located in the box below, enclosed postage-paid create and submit an electronic and then follow the directions envelope. ballot. given. - --------------------------------------- --------------------------------------- ---------------------------- If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
P R O X Y JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND The undersigned holder of Auction Rate Preferred Shares of beneficial interest ("Preferred Shares") of John Hancock Patriot Preferred Dividend Fund hereby constitutes and appoints James A. Shepherdson, William H. King and Susan S. Newton, and each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Wednesday, March 2, 2005 at the offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all adjournments thereof, in respect to all Preferred Shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with all the powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said meeting are hereby revoked. 1: To elect the following nominee to serve as Trustee of the Fund For Withhold Patti McGill Peterson o o 2: To ratify the selection of Deloitte & Touche LLP as the Fund's independent registered public accountanting firm. o FOR o AGAINST o ABSTAIN Specify your vote by check marks in the appropriate space. This proxy will be voted as specified. If no specification is made, the proxy will be voted for the nominee named in the Proxy Statement and in favor of proposal 2. The persons named as proxies have discretionary authority, which they intend to exercise in favor of the proposals referred to and according to their best judgment as to the other matters which properly come before the meeting. PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE BOX ON THE LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. Date_________________________________________________________________, 2005 ------------------------------------ Signature(s) of Shareholder(s) THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES John Hancock Mellon - ------------ Mellon Investor Services JOHN HANCOCK FUNDS A Mellon Financial Company - -------------------------------------------------------------------------------- Welcome to the John Hancock Patriot Preferred Dividend Fund 2005 Proxy Voting Site Annual Meeting of Shareholders March 2, 2005 The undersigned holder of common shares of beneficial interest of John Hancock Patriot Preferred Dividend Fund hereby appoints JAMES A. SHEPHERDSON, WILLIAM H. KING and SUSAN S. NEWTON, and each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Wednesday, March 2, 2005 at the offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all adjournments thereof, in respect of all common shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with all powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said meeting are hereby revoked. -------------------------------------------------------------------- Click here to continue to the secure voting site. -------------------------------------------------------------------- If your browser does not support SSL encryption, click here. - -------------------------------------------------------------------------------- John Hancock Mellon - ------------ Mellon Investor Services JOHN HANCOCK FUNDS A Mellon Financial Company - -------------------------------------------------------------------------------- Welcome to the John Hancock Patriot Preferred Dividend Fund 2005 Proxy Voting Site Your Internet vote authorizes the Proxies to vote your shares in the same manner as if you marked, signed, and returned your Proxy Card. The Board of Trustees recommends a vote FOR Proposals 1 and 2. ------------------------------------------------------------------- Click Here To Vote As The Board Of Trustees Recommends ------------------------------------------------------------------- --------------------------------------------------------------- Click Here To Vote Individually On Each Proposal --------------------------------------------------------------- - -------------------------------------------------------------------------------- John Hancock Mellon - ------------ Mellon Investor Services JOHN HANCOCK FUNDS A Mellon Financial Company - -------------------------------------------------------------------------------- To Vote Separately On Each Proposal - Check The Boxes Below: ------------------------------------------------------------ ================================================================================ The Board recommends a vote FOR Proposals 1 and 2. ================================================================================ ================================================================================ PROPOSAL 1 To elect the following nominees to serve as Trustees of the Fund ================================================================================ FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT[ ] [ ]01 James F. Carlin [ ]02 William H. Cunningham [ ]03 Richard P. Chapman, Jr. [ ]04 James A. Shepherdson ================================================================================ ================================================================================ PROPOSAL 2 To ratify the selection of Deloitte & Touche LLP as the Fund's Independent registered public accounting firm ================================================================================ For[ ] Against[ ] Abstain[ ] ================================================================================ In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting, or at any adjournment thereof. - -------------------------------------------------------------------------------- -------------------------------- Click Here To Register Your Vote -------------------------------- BACK - ---- ================================================================================ John Hancock Mellon - ------------ Mellon Investor Services JOHN HANCOCK FUNDS A Mellon Financial Company - -------------------------------------------------------------------------------- THANK YOU FOR VOTING ELECTRONICALLY Voting Summary Your Control Number: Trustees: You Voted: Proposal 2: You Voted: To change your address click here. THANK YOU FOR VOTING Your vote has been successfully recorded and will be tabulated by Mellon Investor Services within 24 hours. It is not necessary for you to mail back your voting card. If any of the above information is incorrect, return to the proxy ballot form by using the BACK feature of your browser program. To vote another Proxy - CLICK HERE Please exit your browser program as you normally do. -----END PRIVACY-ENHANCED MESSAGE-----