UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.                     )

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JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December 3, 2009

 

John Hancock Bank and Thrift Opportunity Fund
John Hancock Patriot Premium Dividend Fund II
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund
John Hancock Tax-Advantaged Global Shareholder Yield Fund

 

Dear Shareholder:

 

As a shareholder in one or more of the funds listed above, you are cordially invited to attend the annual shareholder meeting on Friday, January 22, 2010, at 2:00 p.m., Eastern Time, to be held at the offices of John Hancock Funds, 601 Congress Street, Boston, Massachusetts 02210-2805.

 

Elect your fund’s Board of Trustees

 

The enclosed proxy statement includes a proposal to elect four Trustees for a term ending in 2013. Each of the nominees currently serves as a John Hancock Fund Trustee, and three of the four nominees are independent of John Hancock management, including Patti McGill Peterson, the Chairperson of the Board. Your proxy statement includes a brief description of each nominee’s background.

 

Your vote is important!

 

I encourage you to exercise your rights as a shareholder by reviewing the enclosed proxy statement and then voting your shares either through the Internet, by telephone or by mail. If you choose to vote by mail, please complete the enclosed proxy ballot form, sign it and mail it to us immediately in the enclosed postage-paid return envelope. 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,

 

Keith F. Hartstein

President and Chief Executive Officer

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
601 Congress Street, Boston, Massachusetts 02210

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 22, 2010

 

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, should you want to attend in person.

 

To the shareholders of the funds listed above:

 

A shareholder meeting for each fund will be held at 601 Congress Street, Boston, Massachusetts 02210, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time, for the following purposes:

 

 

Your Trustees recommend that you vote in favor of the proposal.

 

Shareholders of record of each fund as of the close of business on November 12, 2009 are entitled to notice of, and to vote at, the fund’s annual meeting and at any adjournment thereof. The proxy statement and proxy card are being mailed to shareholders on or about December 3, 2009.

 

Whether or not you expect to attend the meeting, please complete and return the enclosed proxy in the accompanying envelope. No postage is necessary if mailed in the United States.

 

Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be Held on January 22, 2010.

 

The proxy statement is available at:
http://bnymellon.mobular.net/bnymellon/jhf (if you are a record shareholder) and
http://bnymellon.mobular.net/bnymellon/jhf_beneficial
(if you are a beneficial owner of shares held in “street name”)

 

By order of the Board of Trustees,

 

Thomas M. Kinzler

Secretary

 

December 3, 2009

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND
601 Congress Street, Boston, Massachusetts 02210

 

ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 22, 2010

 

PROXY STATEMENT

 

This proxy statement contains the information you should know before voting on the proposal described in the notice. Each fund will furnish without charge a copy of its Annual Report and/or Semiannual Report to any shareholder upon request. If you would like a copy of your fund’s report, please send a written request to the attention of the fund at 601 Congress Street, Boston, Massachusetts 02210 or call John Hancock Funds at 1-800-892-9552.

 

This proxy statement is being used in connection with the solicitation of proxies by the Board of Trustees at the annual meeting of John Hancock Bank and Thrift Opportunity Fund (“Bank and Thrift”), John Hancock Patriot Premium Dividend Fund II (“Patriot Premium II”), John Hancock Preferred Income Fund (“Preferred Income”), John Hancock Preferred Income Fund II (“Preferred Income II”), John Hancock Preferred Income Fund III (“Preferred Income III”), John Hancock Tax-Advantaged Dividend Income Fund (“Tax-Advantaged Dividend”), and John Hancock Tax-Advantaged Global Shareholder Yield Fund (“Tax-Advantaged Global”). The meeting will be held at 601 Congress Street, Boston, Massachusetts, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time. Shareholders of each fund are being asked to vote on the proposal to elect Trustees.

 

If you sign the enclosed proxy card and return it in time to be voted at the meeting, your shares will be voted in accordance with your instructions. Signed proxies with no instructions will be voted FOR the proposal. If you wish to revoke your proxy, you may do so before it is exercised at the meeting by filing a written notice of revocation with the fund at 601 Congress Street, Boston, Massachusetts 02210, by returning a signed proxy with a later date before the meeting or, if attending the meeting and voting in person, by notifying your 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 November 12, 2009 as the record date to determine which shareholders are entitled to vote at the meeting. Shareholders of each fund are entitled to one vote per share on all business of the meeting or any adjournment of the meeting relating to their fund. On the record date, the following number of shares of beneficial interest of each fund were outstanding:

 

A Form 13F or a Schedule 13D was filed for the funds listed below, indicating that a shareholder owned more than 5% of the fund’s shares as of the date indicated. Information related to these shareholders may be different as of the record date.

 

 

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 the proposal.

 

PROPOSAL

 

ELECTION OF TRUSTEES

 

General

 

Each fund’s Board of Trustees consists of eleven members. Holders of the shares of each fund are entitled to elect four Trustees at this meeting. Mr. Boyle, Ms. Jackson, Ms. McGill Peterson and Mr. Pruchansky have been designated as subject to election by holders of the shares of each fund.

 

Each Board of Trustees is divided into three staggered term classes: one class composed of three Trustees and two classes composed of four Trustees each. The term of one class expires each year, and no term continues for more than three years after the applicable election. Should a Trustee in a class wish to serve an additional term, he or she must stand for re-election. Classifying the Trustees in this manner may prevent replacement of a majority of the Trustees for up to a two-year period.

 

As of the date of this proxy, each nominee for election currently serves as a Trustee of each fund. Using the enclosed proxy card, you may authorize the proxies to vote your shares for the nominees or you may withhold from the proxies authority to vote your shares for one or more of the nominees. If no contrary instructions are given, the proxies will vote FOR the nominees. Each of the nominees has consented to his or her nomination and has agreed to serve if elected. If, for any reason, any nominee should not be available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute nominee, if any, as the funds’ Trustees may designate. The funds have no reason to believe that it will be necessary to designate a substitute nominee.

 

Proposal

 

For each fund, Mr. Boyle, Ms. Jackson, Ms. McGill Peterson and Mr. Pruchansky are the current nominees for election by the shareholders.

 

Vote Required for the Proposal

 

The vote of a plurality of the votes cast by the shares of a fund is sufficient to elect the nominees to serve as Trustees of that fund.

 

Each Board recommends that shareholders of each fund vote “FOR” each of the four nominees in the Proposal.

 

Information Concerning Nominees

 

The following table sets forth certain information regarding the nominees for election to the Boards. The table also shows each nominee’s principal occupation or employment and other directorships during the past five years and the number of John Hancock funds overseen by the current Trustees. There are currently eleven Trustees of each fund, nine of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the funds (“Independent Trustees”). The table also lists the Trustees who are not currently standing for election. The address of each nominee is 601 Congress Street, Boston, Massachusetts 02210-2805.

 

 

Executive Officers

 

The following table presents information regarding the current principal officers of the funds who are neither current Trustees nor Nominees. The address of each officer is 601 Congress Street, Boston, Massachusetts 02210-2805.

 

 

Committees

 

Effective January 2009, each Board has five standing committees: the Audit Committee, the Compliance Committee, the Contracts/Operations Committee, the Nominating, Governance and Administration Committee, and Investment Committee A. Each Committee is composed entirely of Independent Trustees. Prior to January 2009, each Board had four committees: the Audit and Compliance Committee, the Contracts/Operations Committee, the Governance Committee and the Investment Performance Committee.

 

Audit Committee. All members of this Committee are “independent” under the Revised Listing Rules of the New York Stock Exchange (the “NYSE”), and each member is financially literate with at least one having accounting or financial management expertise. This Committee recommends to the full Board the appointment of the independent registered public accounting firm for each fund, oversees the work of the independent registered public accounting firm in connection with each fund’s audit, communicates with the independent registered public accounting firm on a regular basis and provides a forum for the independent registered

public accounting firm to report and discuss any matters it deems appropriate at any time. The written charter for the Audit Committee is included as Attachment 1 to this proxy statement.

 

The Audit Committee reports that it has: (1) reviewed and discussed each fund’s audited financial statements with management; (2) discussed with the independent registered public accounting firm 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 registered public accounting firm required by Independent Standards Board Standard No. 1 and discussed with the independent registered public accounting firm their independence; and (4) based on these discussions, recommended to the Board that each fund’s financial statements be included in each fund’s annual report for the last fiscal year (see Attachment 2).

 

With respect to Preferred Income, Preferred Income II and Preferred Income III, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended July 31, 2009. With respect to Tax-Advantaged Dividend, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended October 31, 2009. With respect to Bank and Thrift, Patriot Premium II and Tax-Advantaged Global, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended October 31, 2009.

 

Compliance Committee. The primary role of this Committee is to oversee the activities of each fund’s Chief Compliance Officer; the implementation and enforcement of each fund’s compliance policies and procedures; and compliance with the funds’ and the Independent Trustees’ Codes of Ethics. This Committee met two times during the 12 months ended July 31, 2009 and three times during the 12 months ended October 31, 2009.

 

Nominating, Governance and Administration Committee. This Committee is composed of all of the Independent Trustees. This Committee reviews the activities of the other standing committees and makes the final selection and nomination of candidates to serve as Independent Trustees. All members of this Committee also are “independent” under the NYSE’s Revised Listing Rules. The written charter for the Nominating, Governance and Administration Committee is included as Attachment 3 to this proxy statement. The Trustees who are not Independent Trustees and the officers of the fund are nominated and selected by the Board.

 

In reviewing a potential nominee and in evaluating the renomination of current Independent Trustees, the Nominating, Governance and 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. This Committee does not necessarily place the same emphasis on each criterion and each nominee may not have each of these qualities.

 

It is the intent of each Nominating, Governance and Administration Committee that at least one Independent Trustee be an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”).

 

As long as an existing Independent Trustee continues, in the opinion of the Nominating, Governance and Administration Committee, to satisfy these criteria, each fund anticipates that the Committee would favor the renomination of an existing Independent Trustee rather than a new candidate. Consequently, while this Committee will consider nominees recommended by shareholders to serve as Independent Trustees, the Committee may only act upon such recommendations if there is a vacancy on the Board or the Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the funds. In the event that a vacancy arises or a change in Board membership is determined to be advisable, this Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Committee. This Committee may retain a consultant to assist the Committee in a search for a qualified candidate, and did so in 2008.

Any shareholder recommendation for Independent Trustee must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be considered by the Nominating, Governance and Administration Committee. In evaluating a nominee recommended by a shareholder, this Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of nominees, the candidate’s name will be placed on the fund’s proxy card. If this 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 this Committee.

 

Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee in care of the Secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the fund. This Committee (along with its predecessor, the Governance Committee) met four times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009.

 

Contracts/Operations Committee. This Committee oversees the initiation, operation and renewal of the various contracts between the funds and other entities. These contracts include advisory, custodial and transfer agency agreements and arrangements with other service providers. This Committee met four times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009.

 

Investment Committee A. This Committee monitors and analyzes the performance of the funds generally, consults with the Adviser as necessary if a fund is considered to require special attention, and reviews fund peer groups and other comparative standards as necessary. This Committee met three times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009. The Investment Committee, the predecessor to Investment Committee A, met two times during the 12 months ended July 31, 2009 and one time during the 12 months ended October 31, 2009.

 

Board meetings. With respect to Preferred Income, Preferred Income II and Preferred Income III, the Board met five times during the 12 months ended July 31, 2009. With respect to Bank and Thrift, Patriot Premium II, Tax-Advantaged Dividend and Tax-Advantaged Global, the Board met five times during the 12 months ended October 31, 2009. With respect to each fund, no Trustee attended fewer than 75% of the aggregate of: (1) the total number of Board meetings; and (2) the total number of meetings held by all committees on which he or she served. The funds hold joint meetings of the Trustees and all committees.

 

The current membership of each committee is set forth below. As Chairperson of the Board, Ms. McGill Peterson is considered an ex officio member of each committee and, therefore, is able to attend and participate in any committee meeting, as appropriate.

 

Trustee Ownership

 

The following table shows the dollar range of each Trustee’s and nominee’s ownership of equity securities of the funds as well as holdings of shares of equity securities of all John Hancock funds overseen by the Trustee, as of October 31, 2009.

 

Trustee Holdings⁽¹⁾

 

 

 

 

 

Compliance with Section 16(a) Reporting Requirements

 

Section 16(a) of the Exchange Act requires a fund’s executive officers, Trustees and persons who own more than 10% of a fund’s shares (the “10% Shareholders”) to file reports of ownership and changes in ownership with the SEC. Executive officers, Trustees and 10% Shareholders are also required by SEC regulations to furnish each fund with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to the funds and representations that no other reports were required to

be filed, each fund believes that, during the past fiscal year, its executive officers, Trustees and 10% Shareholders complied with all applicable Section 16(a) filing requirements.

 

Remuneration of Trustees and Officers

 

The following table provides information regarding the compensation earned by the Independent Trustees from the funds and the other investment companies in the John Hancock Fund Complex for their services for the 12 months ended October 31, 2009. The Non-Independent Trustees, and each of the officers of the funds who are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the funds for their services.

 

Compensation for the 12 Months Ended October 31, 2009

 

 

 

 

Material Relationships of the Independent Trustees

 

As of October 31, 2009, none of the Independent Trustees, nor any immediate family member, owned shares of the Adviser or a principal underwriter of the funds, nor does any such person own shares of a company controlling, controlled by or under common control with the Adviser or a principal underwriter of the funds.

 

There have been no transactions by the funds since the beginning of the funds’ last two fiscal years, nor are there any transactions currently proposed in which the amount exceeds $120,000, and in which any Independent Trustee or any immediate family member has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to the funds in an amount in excess of $120,000 at any time since that date.

 

No Independent Trustee, nor any immediate family member, has had in the past five years, any direct or indirect interest, the value of which exceeds $120,000, in the Adviser, a principal underwriter of the funds or

in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or principal underwriter of the funds. Moreover, no Independent Trustee or immediate family member has, or has had in the last two fiscal years of the funds, any direct or indirect relationships or material interest in any transaction or in any currently proposed transaction, in which the amount involved exceeds $120,000, in which the following persons were or are a party: the funds, an officer of the funds, any investment company sharing the same investment adviser or principal underwriter as the funds or any officer of such a company, any investment adviser or principal underwriter of the funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the funds, or any officer of such a person.

 

Within the last two completed fiscal years of the funds, no officer of any investment adviser or principal underwriter of the funds or of any person directly or indirectly controlling, controlled by or under common control with, the investment adviser or principal underwriter of the funds, has served as a director on a board of a company where any of the Independent Trustees or nominees of the funds, or immediate family members of such persons, has served as an officer.

 

Legal Proceedings

 

There are no material pending legal proceedings to which any Trustee or affiliated person is a party adverse to the funds or any of their affiliated persons or has a material interest adverse to the funds or any of its affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee or executive officer of the funds within the past five years.

 

Independent Registered Public Accounting Firm

 

The Trustees of each fund, including a majority of each fund’s Independent Trustees, have selected PricewaterhouseCoopers LLP (“PwC”), 125 High Street, Boston, Massachusetts 02110, to act as independent registered public accounting firm for each fund for the last two fiscal years. Each fund’s fiscal year end is detailed in the following table.

 

 

Representatives of PwC are not expected to be present at the meeting but have been given the opportunity to make a statement, if they so desire, and will be available should any matter arise requiring their participation.

 

The following tables set forth the aggregate fees billed by PwC for each fund’s two most recently completed 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).

 

Fees Paid to PwC for the Last Two Fiscal Years Ended July 31, 2009

 

Fees Paid to PwC for the Fiscal Year Ended July 31, 2009,
the Fiscal Year Ended May 31, 2008 and
the Fiscal Period Ended July 31, 2008

 

 

Fees Paid to PwC for the Last Two Fiscal Years Ended October 31, 2009

 

 

Fees Paid to PwC for the Last Two Fiscal Years Ended December 31, 2007 and 2008
and the Fiscal Period Ended October 31, 2009

 

 

Each fund’s Audit Committee has adopted procedures to pre-approve audit and non-audit services for the funds and the Adviser and any entity controlling, controlled by or under common control with, the Adviser (the “Adviser Affiliates”). These procedures identify certain types of audit and non-audit services that are anticipated to be provided by PwC during a calendar year and, provided the services are within the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These procedures require both audit and non-audit services to be approved by the Audit Committee prior to engaging PwC.

 

In recommending PwC as the funds’ independent registered public accounting firm, the Audit Committee has considered the compensation provided to PwC for audit and non-audit services to the Adviser and the Adviser Affiliates, and has determined that such compensation is not incompatible with maintaining PwC’s independence.

 

With respect to Preferred Income and Preferred Income II, the aggregate amount of non-audit fees paid by the funds, the Adviser and Adviser Affiliates that provide services to the funds, which includes amounts described above, were $1,066,336 and $9,670,064 for the fiscal years ended July 31, 2008 and 2009, respectively. With respect to Preferred Income III, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $1,349,548, $1,062,636 and $9,670,064 for the fiscal year ended May 31, 2008, the fiscal period ended July 31, 2008 and the fiscal year ended July 31, 2009, respectively. With respect to Bank and Thrift, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,472 and $8,200,370 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Patriot Premium II, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,272 and $8,199,855 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Tax Advantaged Global, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,972 and $8,200,788 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Tax-Advantaged Dividend, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $1,553,823, $7,775,833, and $8,200,579 for the fiscal years ended December 31, 2007 and 2008, and the fiscal period ended October 31, 2009, respectively. All such non-audit services were pre-approved in accordance with the funds’ policy.

 

MISCELLANEOUS

 

Voting; Quorum; Adjournment

 

The following votes are required to approve the proposal:

 

 

 

 

The proposal described in this proxy statement is considered a routine matter on which brokers holding shares in “street name” may vote on this proposal without instruction, under the rules of the NYSE.

 

The following table summarizes how the quorum and voting requirements are determined.

 

 

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 the 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 the proposal prior to such adjournment. Proxies instructing a vote for the proposal will be voted in favor of an adjournment with respect to the proposal and proxies instructing a vote against the proposal will be voted against an adjournment with respect to the proposal.

 

Expenses and Methods of Solicitation

 

The costs of the meeting, other than the solicitation of proxies, will be allocated on a pro rata basis based on each fund’s assets. The costs for the solicitation of proxies will be borne equally by each fund, as detailed below. Persons holding shares as nominees will be reimbursed by the relevant fund, upon request, for their reasonable expenses in sending soliciting material to the principals of the accounts. In addition to the solicitation of proxies by mail, Trustees, officers and employees of the funds or of the Adviser may solicit proxies in person, by e-mail or by telephone. John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02210-2805, serves as each fund’s investment adviser and administrator. Mellon Investor Services LLC has been retained to assist in the solicitation of proxies at a cost of approximately $2,750 per fund plus reasonable expenses.

Telephone Voting

 

In addition to soliciting proxies by mail, by fax or in person, the funds may also arrange to have votes recorded by telephone by officers and employees of the funds or by the personnel of the Adviser, the transfer agent or solicitor. The telephone voting procedure is designed to verify a 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.

 

 

Alternatively, a shareholder may call the funds’ Voice Response Unit to vote:

 

 

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, which costs you must bear.

 

To vote via the Internet:

 

 

The Funds’ Adviser and Subadvisers

 

The funds’ investment adviser is John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02210. An affiliate of the Adviser, MFC Global Investment Management (U.S.) LLC, 101 Huntington Avenue, Boston, Massachusetts 02199, serves as subadviser to each fund except Tax-Advantaged Global. Analytic Investors, LLC (“Analytic”), 555 West Fifth Street, 50th Floor, Los Angeles, California 90013, serves as a subadviser to Tax-Advantaged Dividend and Tax-Advantaged Global. Epoch Investment Partners, Inc., 640 Fifth Avenue, 18th Floor, New York, New York 10019 also serves as a subadviser to Tax-Advantaged Global.

Other Matters

 

The management of the funds knows of no business to be brought before the meeting, except as described above. If, however, any other matters were properly to come before the meeting, the persons named in the enclosed form of proxy intend to vote on such matters in accordance with their best judgment. If any shareholders desire additional information about the matters proposed for action, the management of the funds will provide further information.

 

The meeting is scheduled as a joint meeting of the respective shareholders of the funds because the shareholders of the funds are generally expected to consider and vote on similar matters. The Boards of Trustees of the funds have determined that the use of this joint proxy statement for the meetings is in the best interest of each 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 the proposal, and voting by shareholders of one fund will have no effect on the outcome of voting by shareholders of the other funds.

 

SHAREHOLDER PROPOSALS

 

Shareholder proposals, including nominees for Trustee, intended to be presented at a fund’s annual meeting in 2011 must be received by that fund at its offices at 601 Congress Street, Boston, Massachusetts, 02210, by no later than the close of business on August 5, 2010, for inclusion in that fund’s proxy statement and form of proxy relating to that meeting (subject to certain exceptions), in accordance with Rule 14a-8 under the Exchange Act. Written notice of a shareholder proposal submitted outside of the processes of Rule 14a-8 must be delivered to the relevant fund at 601 Congress Street, Boston, Massachusetts, 02210 no later than the close of business on September 6, 2010 and no earlier than August 5, 2010. In order to be included in a fund’s proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.

 

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

 

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND

 

Dated: December 3, 2009

 

ATTACHMENT 1

 

JOHN HANCOCK FUNDS

AUDIT COMMITTEE CHARTER

 

A. Composition. The Audit Committee (the “Committee”) shall be composed exclusively of Trustees who are not “interested persons” as defined in the Investment Company Act of 1940 of any of the funds, or of any fund’s investment adviser or principal underwriter (the “Independent Trustees”). The Committee shall be composed of at least three Independent Trustees who are designated for membership from time to time by the Board of Trustees. Unless otherwise determined by the Board, no member of the Committee may serve on the audit committee of more than two other public companies (other than another John Hancock Fund). Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Committee shall be independent as defined by such rules and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Committee must be financially literate, as such qualification is interpreted by the Board of Trustees in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise, as the Board of Trustees interprets such qualification in its business judgment.

 

B. Overview. The Committee’s purpose is to:

 

 

The Committee shall discharge its responsibilities, and shall access the information provided by the funds’ management and independent auditors, in accordance with its business judgment. Management is responsible for the preparation of the fund’s financial statements, the maintenance of appropriate systems for accounting and internal controls over financial reporting. The Committee and the Board of Trustees recognize that management (including the internal audit staff) and the independent auditors have more experience, expertise, resources and time, and more detailed knowledge and information regarding a fund’s accounting, auditing, internal control and financial reporting practices than the Committee does. Accordingly, the Committee’s oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by a fund to its shareholders and others. The independent auditors are responsible for auditing the funds’ annual financial statements. The authority and responsibilities set forth in this charter recognize that the Committee members are not acting as accountants or auditors and this charter does not reflect or create any duty or obligation of the Committee to plan or conduct any audit, to determine or certify that any fund’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee any independent auditor’s report.

 

C. Oversight. The independent auditors shall report directly to the Committee, and the Committee shall be responsible for oversight of the work of the independent auditors, including resolution of any disagreements between any fund’s management and the independent auditors regarding financial reporting. In connection with its oversight role, the Committee should also review with the independent auditors, from time to time as appropriate: significant risks and uncertainties with respect to the quality, accuracy or fairness of presentation of a fund’s financial statements; recently disclosed problems with respect to the quality, accuracy or fairness of presentation of the financial statements of companies similarly situated to the funds and recommended actions which might be taken to prevent or mitigate the risk of problems at the funds arising from such matters; accounting for unusual transactions; adjustments arising from audits that could have a significant impact on the funds’ financial reporting process; and any recent SEC comments on the funds’ SEC reports, including, in

particular, any compliance comments. The Committee should inquire of the independent auditor concerning the quality, not just the acceptability, of the funds’ accounting determinations and other judgmental areas and question whether management’s choices of accounting principles are, as a whole, conservative, moderate or aggressive.

 

D. Specific Responsibilities. The 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:

 

 

 

 

E. Subcommittees. The Committee may, to the extent permitted by applicable law, form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to preapprove audit or non-audit services shall be presented to the full Committee at its next meeting.

 

F. Additional Responsibilities. The Committee shall perform other tasks assigned to it from time to time by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.

 

G. Funding. Each fund shall provide for appropriate funding, as determined by the Committee for payment of:

 

 

H. Governance. One member of the Committee shall be appointed as chair by the Board of Trustees. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Board of Trustees, as appropriate. The designation of a

person as an “audit committee financial expert”, within the meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board of Trustees. Any additional compensation of Committee members shall be as determined by the Board of Trustees. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from a fund, other than fees paid in his or her capacity as a member or chair of the Board of Trustees or of a committee of the Board of Trustees. The members of the Committee should confirm that the minutes of the Committee’s meetings accurately describe the issues considered by the Committee, the process the Committee used to discuss and evaluate such issues and the Committee’s final determination of how to proceed. The minutes should document the Committee’s consideration of issues in a manner that demonstrates that the Committee acted with due care.

 

I. Evaluation. At least annually, the Committee shall evaluate its own performance, including whether the Committee is meeting frequently enough to discharge its responsibilities appropriately.

 

J. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds’ expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.

 

K. Review. The Committee shall review this charter at least annually and shall recommend such changes to the Board of Trustees as it deems desirable.

 

Last revised: December 9, 2008

 

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 Funds’ management and PricewaterhouseCoopers the audited financial statements of the Funds contained in the Annual Report on Form N-CSR for the most recent fiscal year.* The Audit Committee has also discussed with PricewaterhouseCoopers the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Funds’ financial statements.

 

The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with PricewaterhouseCoopers 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

 

Committee Members are Listed Below for Each Fund

 

 

 

ATTACHMENT 3

 

JOHN HANCOCK FUNDS

NOMINATING, GOVERNANCE AND ADMINISTRATION COMMITTEE CHARTER

 

A. Composition. The Nominating, Governance and Administration Committee (the “Committee”) shall be composed entirely of Trustees who are “independent” as defined in the rules of the New York Stock Exchange (“NYSE”) or any other exchange, as applicable, and are not “interested persons” as defined in the Investment Company Act of 1940 of any of the funds, or of any fund’s investment adviser or principal underwriter (the “Independent Trustees”) who are designated for membership from time to time by the Board of Trustees. The Chairman of the Board shall be a member of the Committee.

 

B. Overview. The overall charter of the Committee is to make determinations and recommendations to the Board on issues related to the composition and operation of the Board and corporate governance matters applicable to the Independent Trustees, as well as issues related to complex-wide matters and practices designed to facilitate uniformity and administration of the Board’s oversight of the funds, and to discharge such additional duties, responsibilities and functions as are delegated to it from time to time.

 

C. Specific Responsibilities. The Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:

 

 

 

D. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by the Chairman of the Board or by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.

 

E. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, and making reports to the Board of Trustees, as appropriate.

 

F. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds’ expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.

 

G. Evaluation. At least annually, the Committee shall evaluate its own performance, including whether the Committee is meeting frequently enough to discharge its responsibilities appropriately.

 

H. Review. The Committee shall review this Charter periodically and recommend such changes to the Board of Trustees as it deems desirable.

 

Last revised: December 9, 2008

 

ANNEX A

 

General Criteria

 

 

Application of Criteria to Existing Trustees

 

The renomination of existing Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Nominating, Governance and Administration Committee (the “Committee”) shall consider the existing Trustee’s performance on the Board and any committee.

 

Review of Shareholder Nominations

 

Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the Committee. In evaluating a nominee recommended by a shareholder, the Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of its designated nominees, the candidate’s name will be placed on the funds’ proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder’s candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the funds’ proxy statement.

 

As long as an existing Independent Trustee continues, in the opinion of the Committee, to satisfy the criteria listed above, the Committee generally would favor the re-nomination of an existing Trustee rather than a new candidate. Consequently, while the Committee will consider nominees recommended by shareholders to serve as trustees, the Committee may only act upon such recommendations if there is a vacancy on the Board, or the Committee determines that the selection of a new or additional Trustee is in the best interests of the fund. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Committee. The Committee may retain a consultant to assist the Committee in a search for a qualified candidate.

Thank
You

 

for mailing
your proxy
card promptly!

 

 

PFDPX 12/09

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the meeting date.

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▼ FOLD AND DETACH HERE ▼

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.		Please mark your votes as indicated in this example		x

		Mark Here for Address Change or Comments SEE REVERSE	o

Signature:

Date:

Signature:

Date:

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The President’s Letter, Notice of Annual Meeting of Shareholders, and Proxy Statement are available at: http://bnymellon.mobular.net/bnymellon/jhf.

▼ FOLD AND DETACH HERE ▼

JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND

Annual Meeting of Shareholders

January 22, 2010

     The undersigned shareholder of John Hancock Tax-Advantaged Dividend Income Fund (the “Fund”) hereby appoints KEITH F. HARTSTEIN, SALVATORE SCHIAVONE, THOMAS M. KINZLER, CHARLES A. RIZZO, KINGA KAPUSCINSKI, and STEVE SUNNERBERG, 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 Friday, January 22, 2010 at the offices of the Fund, 601 Congress Street, Boston, Massachusetts 02210, at 2:00 p.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.

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John Hancock Tax-Advantaged Dividend Income Fund

Important Notice Regarding the Availability of Proxy Materials for the John Hancock Tax-Advantaged Dividend
Income Fund Annual Shareholder Meeting to Be Held on Friday, January 22, 2010.

John Hancock Tax-Advantaged Dividend Income Fund		If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before January 12, 2010 to facilitate timely delivery.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

To Shareholders of John Hancock Tax-Advantaged Dividend Income Fund:

The 2010 Annual Meeting of Shareholders of John Hancock Tax-Advantaged Dividend Income Fund will be held at 601 Congress Street, Boston, Massachusetts 02210, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time.

          Proposals to be considered at the Annual Meeting:

               (1) To elect four (4) Trustees to serve for a three-year term ending at the Annual Meeting of Shareholders in 2013; and

               (2) To transact such other business as may properly come before the meeting or any adjournment of the meeting.

The Board of Trustees recommends that you vote in favor of the proposal.

Shareholders of record of John Hancock Tax-Advantaged Dividend Income Fund as of the close of business on November 12, 2009 (the “Record Date”) are entitled to notice of, and to vote at, the fund’s Annual Meeting and at any adjournment thereof.

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Directions to attend the Annual Meeting where you may vote in person can be found on our website, www.jhfunds.com/proxy.

Meeting Location:

John Hancock Tax-Advantaged Dividend Income Fund
601 Congress Street
Boston, Massachusetts 02210

The following Proxy Materials are available for you to review online:

•		President’s Letter
•		Notice of Annual Meeting of Shareholders
•		Proxy Statement

To request a paper copy of the Proxy Materials:

(you must reference your 11-digit control number located on the reverse side of this notice)
Telephone:   1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email:            shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet:        http://bnymellon.mobular.net/bnymellon/jhf

The Proxy Materials for John Hancock Tax-Advantaged Dividend Income Fund are available to review at:

http:/ /bnymellon.mobular.net/bnymellon/jhf

Have this notice available when you request a PAPER copy of the Proxy Materials,
when you want to view your proxy materials online,
OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

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