As filed with the Securities and Exchange Commission on February 8, 2007.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-21202
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 INCOME FUND II
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK PREFERRED INCOME FUND II
(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(R)
----------------
MUTUAL FUNDS
John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund
February 8, 2007
Dear Fellow Shareholder:
As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Tuesday, March 27, 2007, at 9:00 A.M.,
Eastern Time, to be held at John Hancock Funds, 601 Congress Street, Boston, MA
02210-2805.
The proposal set forth in the enclosed proxy statement is a routine item. 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, the proposal asks common shareholders to elect two Trustees and
preferred shareholders to elect one Trustee to serve until their respective
successors are elected and qualified. Your proxy statement includes a brief
description of each nominee's background.
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/ Keith F. Hartstein
Keith F. Hartstein
Chief Executive Officer
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
601 Congress Street, Boston, Massachusetts 02210
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held on March 27, 2007
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 Preferred Income Fund
John Hancock Preferred Income Fund II
John Hancock Preferred Income Fund III
John Hancock Tax-Advantaged Dividend Income Fund:
A shareholder meeting for each fund will be held at 601 Congress Street, Boston,
Massachusetts, on Tuesday, March 27, 2007, at 9:00 A.M., Eastern Time, and
shareholders of each fund will consider the following:
(1) To elect Trustees to serve until their respective successors are duly
elected and qualified. Common shareholders may elect two Trustees and
preferred shareholders may elect one Trustee.
(2) 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 the proposal.
Shareholders of record of each fund as of the close of business on January 25,
2007, 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 February 8, 2007.
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 Boards of Trustees,
Thomas M. Kinzler
Corporate Secretary
February 8, 2007
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
601 Congress Street, Boston, Massachusetts 02210
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 27, 2007
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, MA 02210 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 601 Congress Street, Boston, Massachusetts, on Tuesday,
March 27, 2007, at 9:00 A.M., Eastern Time.
o John Hancock Preferred Income Fund ("Preferred Income");
o John Hancock Preferred Income Fund II ("Preferred Income II");
o John Hancock Preferred Income Fund III ("Preferred Income III");
o John Hancock Tax-Advantaged Dividend Income Fund ("Tax-Advantaged
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 the proposal. If you want
to revoke your proxy, you may do so before it is exercised at the meeting by
filing a written notice of revocation with the fund at 601 Congress Street,
Boston, Massachusetts 02210, by returning a signed proxy with a later date
before the meeting or, if attending the meeting 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 25,
2007 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
--------------------------------------------------------------------------------
Preferred Income 25,771,273 11,200
Preferred Income II 21,094,902 10,160
Preferred Income III 31,280,764 14,000
Tax-Advantaged Dividend Income 42,077,487 15,200
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.
(Beneficial ownership means voting power and/or investment power, which includes
the power to dispose of shares.)
Although the annual meetings of the funds are being held jointly and
proxies are being solicited through the use of this joint proxy statement,
shareholders of each fund will vote separately as to proposals affecting their
fund.
1
PROPOSAL
ELECTION OF TRUSTEES
(Common Shares and Preferred Shares of each fund)
General
Each fund's Board of Trustees consists of eight members. Holders of the
Common Shares are entitled to elect six Trustees and holders of the Preferred
Shares are entitled to elect two Trustees. Messrs. Boyle, Carlin, Cunningham,
Ladner, Moore and Pruchansky 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
containing three Trustees and one containing two 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. 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
For each fund, Messrs. Boyle and Pruchansky are the current nominees for
election by the Common Shareholders and Ms. McGill Peterson is the current
nominee for election by the Preferred Shareholders.
Vote Required For Proposal
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.
2
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. Carlin and
Cunningham will expire at the 2008 annual meeting and Messrs. Dion, Ladner and
Moore will expire at the 2009 annual meeting.
Number of
Name, (Year of Birth), Address(1) Principal Occupation(s) and Trustee John Hancock
and Position with the Funds other Directorships during the Past Five Years Since Funds Overseen
---------------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2010
James R. Boyle* Chairman and Director, John Hancock Advisers, LLC 2005 (A - D) 259
(1959) (the "Adviser"), The Berkeley Financial Group, LLC
Non-Independent Trustee ("The Berkeley Group") (holding company) and John
Hancock Funds, LLC.; President, John Hancock
Annuities; Executive Vice President, John Hancock Life
Insurance Company (since June 2004); President, U.S.
Annuities; Senior Vice President, The Manufacturers
Life Insurance Company (U.S.A.) (prior to 2004).
Patti McGill Peterson+ Executive Director, Council for International Exchange 2002 (A - B) 64
(1943) of Scholars and Vice President, Institute of International 2003 (C)
Independent Trustee Education (since 1998); Senior Fellow, Cornell Institute 2004 (D)
of Public Affairs, Cornell University (until 1998);
Former President of Wells College and St. Lawrence
University; Director, Niagara Mohawk Power
Corporation (until 2003); Director, Ford Foundation,
International Fellowships Program (since 2002);
Director, Lois Roth Endowment (since 2002); Director,
Council for International Exchange (since 2003).
Steven R. Pruchansky Chairman and Chief Executive Officer, Greenscapes 2002 (A - B) 64
(1944) of Southwest Florida, Inc. (since 2000); Director and 2003 (C)
Independent Trustee President, Greenscapes of Southwest Florida, Inc. 2004 (D)
(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).
3
Number of
Name, (Year of Birth), Address(1) Principal Occupation(s) and Trustee John Hancock
and Position with the Funds other Directorships during the Past Five Years Since Funds Overseen
------------------------------------------------------------------------------------------------------------------------------
TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2008
James F. Carlin Director and Treasurer, Alpha Analytical Inc. (chemical 2002 (A - B) 64
(1940) analysis) (since 1985); Part Owner and Treasurer, 2003 (C)
Independent Trustee Lawrence Carlin Insurance Agency, Inc. (since 1995); 2004 (D)
Part Owner and Vice President, Mone Lawrence Carlin
Insurance Agency, Inc. (since 1996); Director and
Treasurer, Rizzo Associates (engineering) (until 2000);
Chairman and CEO, Carlin Consolidated, Inc.
(management/investments) (since 1987); Director/
Partner, Proctor Carlin & Co., Inc. (insurance) (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).
William H. Cunningham Former Chancellor, University of Texas System and 2002 (A - B) 64
(1944) former President of the University of Texas, Austin, 2003 (C)
Independent Trustee Texas; Chairman and CEO, IBT Technologies (until 2004 (D)
2001; Director of the following: Hire.com (until 2004),
STC Broadcasting, Inc. and Sunrise Television Corp.
(until 2001), Symtx, Inc. (electronic manufacturing)
(since 2001), Adorno/Rogers Technology, Inc. (until
2004), Pinnacle Foods Corporation (until 2003),
rateGenius (until 2003), Jefferson-Pilot Corporation
(diversified life insurance company) (until 2006), New
Century Equity Holdings (formerly Billing Concepts)
(until 2001), eCertain (until 2001), ClassMap.com
(until 2001), Agile Ventures (until 2001), AskRed.com
(until 2001), Southwest Airlines, Introgen, and
Viasystems Group, Inc. (electronic manufacturer) (until
2003); Advisory Director, Q Investments (until 2003);
Advisory Director, J.P. Morgan-Chase Bank (formerly
Texas Commerce Bank - Austin), LIN Television (since
2002), WilTel Communications (until 2003) and Hayes
Lemmerz International, Inc. (diversified automotive
parts supply company) (since 2003).
4
Number of
Name, (Year of Birth), Address(1) Principal Occupation(s) and Trustee John Hancock
and Position with the Funds other Directorships during the Past Five Years Since Funds Overseen
-------------------------------------------------------------------------------------------------------------------------------
TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2009
Ronald R. Dion+ Chairman and Chief Executive Officer, R. M. Bradley 2002 (A - B) 64
(1946) & Co., Inc.; Director, The New England Council and 2003 (C)
Chairman and Massachusetts Roundtable; Director, Boston Stock 2004 (D)
Independent Trustee Exchange; Trustee, North Shore Medical Center;
Director, BJ's Wholesale Club, Inc. and a corporator
of the Eastern Bank; Trustee, Emmanuel College;.
Director, Boston Municipal Research Bureau; Member
of the Advisory Board, Carroll Graduate School of
Management at Boston College.
Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. 2002 (A - B) 64
(1938) (retirement services) (until 2003); Senior Vice President 2003 (C)
Independent Trustee and Chief Financial Officer, UGI Corporation (public 2004 (D)
utility holding company) (retired 1998); Vice President
and Director for AmeriGas, Inc. (retired 1998);
Director of AmeriGas Partners, L.P. (gas distribution)
(until 1997); Director, EnergyNorth, Inc. (until 1995);
Director, Parks and History Association (until 2007).
John A. Moore President and Chief Executive Officer, Institute 2002 (A - B) 64
(1939) for Evaluating Health Risks, (nonprofit institution) 2003 (C)
Independent Trustee (until 2001); Senior Scientist, Sciences International 2004 (D)
(health research) (until 2003); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit
research) (since 2002).
----------
* "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) John Hancock Preferred Income Fund
(B) John Hancock Preferred Income Fund II
(C) John Hancock Preferred Income Fund III
(D) John Hancock Tax-Advantaged Dividend Fund
5
Executive Officers
The table below lists each fund's executive officers.
Name, (Year of Birth), Address(1) Principal Occupation(s) and Officer
and Position with the Funds other Directorships during Past Five Years Since
-------------------------------------------------------------------------------------------------------------
Principal Officers who are not Trustees
Keith F. Hartstein Senior Vice President, Manulife Financial Corporation 2005
(1956) (since 2004); Director, President and Chief Executive
President and Officer, the Adviser, The Berkeley Group, John
Chief Executive Officer Hancock Funds, LLC (since 2005); Director, MFC
Global Investment Management (U.S.), LLC ("MFC
Global (U.S.)") (since 2005); Director, John Hancock
Signature Services, Inc. (since 2005); President and
Chief Executive Officer, John Hancock Investment
Management Services, LLC (since 2006); President and
Chief Executive Officer, John Hancock Funds II, John
Hancock Funds III and John Hancock Trust; Director,
Chairman and President, NM Capital Management, Inc.
(since 2005); Chairman, Investment Company Institute
Sales Force Marketing Committee (since 2003);
Director, President and Chief Executive Officer, MFC
Global (U.S.) (2005 - 2006); Executive Vice President,
John Hancock Funds, LLC (until 2005).
Thomas M. Kinzler Vice President and Counsel, John Hancock Life 2006
(1955) Insurance Company (U.S.A.) (since 2006); Secretary
Secretary and and Chief Legal Officer, John Hancock Funds, John
Chief Legal Officer Hancock Funds II, John Hancock Funds III and John
Hancock Trust (since 2006); Vice President and
Associate General Counsel for Massachusetts Mutual
Life Insurance Company (1999 - 2006); Secretary and
Chief Legal Counsel, MML Series Investment Fund
(2000 - 2006); Secretary and Chief Legal Counsel,
MassMutual Institutional Funds (2000 - 2004);
Secretary and Chief Legal Counsel, MassMutual Select
Funds and MassMutual Premier Funds (2004 - 2006).
Francis V. Knox, Jr. Vice President and Chief Compliance Officer, John 2005
(1947) Hancock Investment Management Services, LLC, the
Chief Compliance Officer Adviser and MFC Global (U.S.) (since 2005); Vice
President and Chief Compliance Officer, John Hancock
Funds II, John Hancock Funds III and John Hancock
Trust (since 2005); Vice President and Assistant
Treasurer, Fidelity Group of Funds (until 2004); Vice
President and Ethics & Compliance Officer, Fidelity
Investments (until 2001).
Gordon M. Shone Treasurer, John Hancock Funds (since 2006); John 2006
(1956) Hancock Funds II, John Hancock Funds III and John
Treasurer Hancock Trust (since 2005); Vice President and Chief
Financial Officer, John Hancock Trust (2003 - 2005);
Senior Vice President, John Hancock Life Insurance
Company (U.S.A.) (since 2001); Vice President, John
Hancock Investment Management Services, Inc., John
Hancock Advisers, LLC (since 2006) and The
Manufacturers Life Insurance Company (U.S.A.)
(1998 - 2000).
6
Name, (Year of Birth), Address(1) Principal Occupation(s) and Officer
and Position with the Funds other Directorships during Past Five Years Since
----------------------------------------------------------------------------------------------------------
John G. Vrysen Director, Executive Vice President and Chief Financial 2005
(1955) Officer, the Adviser, The Berkeley Group and John
Chief Financial Officer Hancock Funds, LLC (since 2005); Executive Vice
President and Chief Financial Officer, John Hancock
Investment Management Services, LLC (since 2005),
Vice President and Chief Financial Officer, MFC Global
(U.S.) (since 2005); Director, John Hancock Signature
Services, Inc. (since 2005); Chief Financial Officer,
John Hancock Funds, John Hancock Funds II, John
Hancock Funds III, and John Hancock Trust (since
2005); Vice President and General Manager, Fixed
Annuities, U.S. Wealth Management (until 2005);
Vice President, Operations Manulife Wood Logan
(2000 - 2004).
----------
(1) Business address for independent and non-independent Trustees and officers
is 601 Congress Street, Boston, Massachusetts 02210-2805.
Each Trust's board of trustees currently has four standing Committees: the
Audit and Compliance Committee, the Governance 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, is set forth below.
Audit and Compliance Governance Contracts/Operations Investment Performance
-------------------------------------------------------------------------------------------------------------
Messrs. Ladner, Moore All Independent Trustees Messrs. Carlin, All Independent Trustees
and Ms. McGill Peterson Cunningham, Dion and
Pruchansky
All members of each fund's Audit and Compliance 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 and Compliance
Committee, which is attached as Attachment 1. The Audit and Compliance Committee
recommends to the full Board the appointment of outside auditors for each fund,
monitors and oversees the audits of each 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. The Audit and Compliance 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 Governance Committee.
The Governance 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 Governance 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 Governance Committee,
which is attached as Attachment 3 to this proxy. The Governance 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 Governance 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
7
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 Governance Committee does not
necessarily place the same emphasis on each criterion and each nominee may not
have each of these qualities. The Governance 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
Governance 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 Governance Committee will consider nominees
recommended by shareholders to serve as Trustees, the Governance Committee may
only act upon such recommendations if there is a vacancy on the Board or the
Governance Committee determines that the selection of a new or additional
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 Governance Committee will, in addition to any shareholder recommendations,
consider candidates identified by other means, including candidates proposed by
members of the Governance Committee. While it has not done so in the past, the
Governance 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 Governance Committee. In evaluating a
nominee recommended by a shareholder, the Governance Committee, in addition to
the criteria discussed above, may consider the objectives of the shareholder in
submitting that nomination and whether such objectives are consistent with the
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of nominees, the candidate's name will
be placed on the fund's proxy card. If the Governance 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 Governance 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.
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.
8
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, 2006.
Trustee Holdings(1)
Preferred Income Preferred Income II
------------------------------ -----------------------------
Name of Trustee Shares Dollar Range Shares Dollar Range
-------------------------------------------------------------------------------------------
Independent Trustees
James F. Carlin 200 $1 - $10,000 200 $1 - $10,000
Richard P. Chapman Jr.+ -- -- -- --
William H. Cunningham -- -- -- --
Ronald R. Dion -- -- -- --
Charles L. Ladner 260 $1 - $10,000 260 $1 - $10,000
John A. Moore 688 $10,001 - $50,000 400 $10,001 - $50,000
Patti McGill Peterson 60 $1 - $10,000 1,200 $10,001 - $50,000
Steven R. Pruchansky 200 $1 - $10,000 -- --
Non-Independent Trustees
James R. Boyle -- -- -- --
Tax-Advantaged All John Hancock
Preferred Income III Dividend Income funds overseen
---------------------------- ---------------------------- -----------------
Name of Trustee Shares Dollar Range Shares Dollar Range Dollar Range
------------------------------------------------------------------------------------------------------
Independent Trustees
James F. Carlin 1,000 $10,001 - $50,000 50 $1 - $10,000 Over $100,000
Richard P. Chapman Jr.+ -- -- -- -- Over $100,000
William H. Cunningham -- -- -- -- Over $100,000
Ronald R. Dion -- -- -- -- Over $100,000
Charles L. Ladner 650 $10,001 - $50,000 500 $1 - $10,000 Over $100,000
John A. Moore 50 $1 - $10,000 1,000 $10,001 - $50,000 Over $100,000
Patti McGill Peterson 1,200 $10,001 - $50,000 86 $1 - $10,000 Over $100,000
Steven R. Pruchansky -- -- -- -- Over $100,000
Non-Independent Trustees
James R. Boyle -- -- -- -- --
----------
(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 is retiring March 20, 2007.
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 10% 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.
9
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.
Total
Aggregate Compensation Compensation
------------------------------------------------------------ All Funds in the
Preferred Preferred Preferred Tax-Advantaged John Hancock
Independent Trustees Income Income II Income III Dividend Income Fund Complex(1)
----------------------------------------------------------------------------------------------------------------
James F. Carlin $ 3,399 $ 2,804 $ 5,212 $ 4,641 $ 125,250
Richard P. Chapman, Jr.*+ 3,416 2,819 5,233 4,688 126,250
William H. Cunningham* 3,508 2,895 5,373 4,641 193,250
Ronald R. Dion* 7,339 6,139 8,545 11,088 265,250
Charles A. Ladner 3,984 3,287 6,235 4,688 194,250
John A. Moore* 4,085 3,382 5,847 5,609 146,000
Patti McGill Peterson 3,353 2,765 5,068 4,700 126,500
Steven R. Pruchansky 4,051 3,353 5,819 5,562 145,250
Norman H. Smith+ -- -- 1,285 -- --
------- ------- ------- ------- ----------
Totals $35,135 $27,444 $48,617 $45,617 $1,322,000
----------
(1) The total compensation paid by the John Hancock fund complex to the
Independent Trustees for the calendar year ended December 31, 2006. All the
Independent Trustees were Trustees of 53 funds in the John Hancock fund
complex, except for Messrs. Cunningham and Ladner who were Trustees of 158
funds.
* As of December 31, 2006, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $83,757, Mr. Cunningham was $170,724, Mr. Dion was $579,423,
Dr. Moore was $325,331, Mr. Pruchansky was $330,220, Mr. Ladner was
$85,935, Ms. McGill Peterson was $70,782 and Mr. Smith was $328,796 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. Smith retired as of June 30, 2005. Mr. Chapman is retiring March 20,
2007.
Material Relationships of the Independent Trustees
As of December 31, 2006, 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.
10
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.
Independent Public Accountants
The Trustees of each Fund, including a majority of each Fund's Independent
Trustees, have selected PricewaterhouseCoopers LLC ("PricewaterhouseCoopers") to
act as independent registered public accounting firm for each Fund's 2007 fiscal
year. The Funds' 2007 fiscal year ends are: Preferred Income and Preferred
Income II -- July 31, 2007, Preferred Income III -- May 31, 2007 and
Tax-Advantaged Dividend Income -- December 31, 2007.
Representatives from PricewaterhouseCoopers are expected to be present at
the shareholders' meeting and will have the opportunity to make a statement if
they desire to do so. The PricewaterhouseCoopers representatives will also be
available to respond to appropriate questions at the meeting.
On March 8, 2005, each of the Funds engaged PricewaterhouseCoopers as its
independent public accountants for the Funds' 2006 fiscal years and dismissed
Deloitte & Touche LLP ("Deloitte & Touche") from such position. The decision to
change accountants was recommended by each Fund's Audit Committee and approved
by each Fund's Board. The reports of Deloitte & Touche on each Fund's financial
statements for the years 2004 and 2005 fiscal years did not contain any adverse
opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles.
During each Fund's 2004 and 2005 fiscal years, no Fund had any disagreement
with Deloitte & Touche on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, with
disagreement(s), if not resolved to the satisfaction of Deloitte & Touche, would
have caused Deloitte & Touche to make a reference to the subject matter of the
disagreement in connection with its reports on the financial statements of the
Funds. Further, Deloitte & Touche did not advise any of the Funds: that internal
controls necessary to develop reliable financial statements did not exist; that
Deloitte & Touche received information that made it unwilling to rely on
management's representations or that made it unwilling to be associated with the
financial statements prepared by management; that Deloitte & Touche would need
to expand significantly the scope of its audit; or that it received any
information requiring further investigation. No Fund consulted with
PricewaterhouseCoopers during its 2004 or 2005 fiscal years.
The following table sets forth the aggregate fees billed by Deloitte &
Touche for each Fund's 2005 fiscal year and by PricewaterhouseCoopers for each
Fund's 2006 fiscal year 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 2005 and 2006 calendar years to Deloitte & Touche and
PricewaterhouseCoopers, respectively, by John Hancock Advisers, LLC and any
entity controlling, controlled by or under common control with, John Hancock
Advisers, LLC that provides ongoing services to each Fund (the "Adviser and
Adviser Affiliates").
Audit Fees Audit-Related Fees Tax Fees All Other Fees
------------------- ------------------- ------------------- ------------------
2005(1) 2006(2) 2005(1) 2006(2) 2005(1) 2006(2) 2005(1) 2006(2)
------------------------------------------------------------------------------
Preferred Income $34,500 $25,800 $4,000 $3,000 $2,400 $3,700 $ 0 $0
Preferred Income II $34,500 $25,800 $4,000 $3,000 $2,400 $3,700 $ 0 $0
Preferred Income II $34,500 $25,800 $4,000 $3,000 $2,400 $3,700 $ 0 $0
Tax-Advantage Dividend $34,500 $25,800 $4,000 $3,000 $2,400 $3,700 $ 0 $0
The Adviser and Adviser Affiliates $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $22,000 $0
----------
(1) For each Fund's 2005 fiscal year, Deloitte & Touche served as the principal
accountant.
(2) For each Fund's 2006 fiscal year, PricewaterhouseCoopers served as the
principal accountant.
11
Each 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers being
engaged.
In recommending PricewaterhouseCoopers as the Funds' independent
accountants, the Audit Committee has considered the compensation provided to
PricewaterhouseCoopers for audit and non-audit services to the Adviser and
Adviser Affiliates and has determined that such compensation is not incompatible
with maintaining PricewaterhouseCoopers' independence. The aggregate amount of
non-audit fees paid by the Funds, the Adviser and Adviser Affiliates that
provide services to the Funds, which includes amounts described above, were
$97,200 and $26,800 for the years ending December 31, 2005 and 2006,
respectively. All such non-audit services were pre-approved in accordance with
the Funds' policy.
MISCELLANEOUS
Proposal Vote Required
-------------------------------------------------------------------------------------------------
Election of Trustees For each class, a plurality of all votes cast, assuming a quorum exists.*
A "plurality" means that the three 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.
----------
* 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.
The proposal in this proxy statement is considered a routine matter 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, the proposal in
this proxy statement is 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 Shares present in person will be voted in
proxy are counted in determining person by the shareholder at the meeting.
whether a quorum exists. Shares present by proxy will be voted by
the proxyholder in accordance with
instructions specified in the proxy.
Broker Non-Vote Considered "present" at meeting. Not voted. Same effect as a vote "against"
a proposal.
Proxy with No Voting Considered "present" for determining Will be voted "for" the proposal by
Instruction (other than whether a quorum exists. the proxyholder.
Broker Non-Vote)
Vote to Abstain Considered "present" for determining Disregarded. Because abstentions are not
whether a quorum exists. votes "cast," abstentions will have no
effect on whether a proposal is approved.
12
Shares Quorum Voting
-------------------------------------------------------------------------------------------------------
Proportionately Voted Considered "present" for determining Voted in proportion to Preferred Shares
Preferred Shares with whether a quorum exists. for which the broker received
No Voting Instruction 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, 601 Congress Street, Boston, Massachusetts 02210-2805, serves as
each fund's investment adviser and serves as the administrator of Preferred
Income, Preferred Income II, Preferred Income III and Tax- Advantaged Dividend
Income. Mellon Investor Services LLC has been retained to assist in the
solicitation of proxies at a cost of approximately $2,500 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 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 by you.
o Read the proxy statement and have your card on hand.
o Go to the Web site listed on the card.
13
o Follow the directions on the Web site. 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.
The Funds' Adviser and Subadviser
The Funds' investment adviser is John Hancock Advisers, LLC, 601 Congress
Street, Boston, Massachusetts. An affiliate of the Adviser, MFC Global
Investment Management (U.S.) LLC, 101 Huntington Ave., Boston, Massachusetts,
serves as subadviser to the fund.
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, including nominees for Trustee, intended to be
presented at a funds' annual meeting in 2008 must be received by that fund at
its offices at 601 Congress Street, Boston, Massachusetts, 02210, after
September 12, 2007, but no later than October 12, 2007, for inclusion in that
fund's proxy statement and form of proxy relating to that meeting (subject to
certain exceptions).
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II
JOHN HANCOCK PREFERRED INCOME FUND III
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
Dated: February 8, 2007
14
ATTACHMENT 1
JOHN HANCOCK FUNDS
AUDIT AND COMPLIANCE COMMITTEE CHARTER
A. Membership. The Audit and Compliance Committee shall be composed
exclusively of Trustees who are not "interested persons" as defined in the
Investment Company Act of 1940 of any of the funds, or of any fund's investment
adviser or principal underwriter (the "Independent Trustees") and who satisfy
the independence and financial literacy requirements in this charter. The Audit
and Compliance Committee shall be composed of at least three Independent
Trustees who are designated for membership from time to time by the Board of
Trustees. In selecting Independent Trustees to serve on the Audit and Compliance
Committee, the Board should select members who are free of any relationship
that, in the opinion of the Board, may interfere or give the appearance of
interfering with such member's individual exercise of independent judgment.
Unless otherwise determined by the Board, no member of the Audit and Compliance
Committee may serve on the audit committee of more than two other public
companies (other than another John Hancock Fund). Except as otherwise permitted
by the applicable rules of the New York Stock Exchange, each member of the Audit
and Compliance Committee shall be independent as defined by such rules and Rule
10A-3(b)(1) of the Exchange Act. Each member of the Audit and Compliance
Committee must be financially literate, as such qualification is interpreted by
the Board of Trustees in its business judgment, or must become financially
literate within a reasonable period of time after his or her appointment to the
Audit and Compliance Committee. At least one member of the Audit and Compliance
Committee must have accounting or related financial management expertise, as the
Board of Trustees interprets such qualification in its business judgment.
B. Overview. The Audit and Compliance Committee's purpose is to:
1. assist the Board of Trustee's oversight of (1) the integrity of the
funds' financial statements, (2) the funds' compliance with legal and
regulatory requirements (except to the extent such responsibility is
delegated to another committee), (3) the independent auditor's
qualifications and independence and (4) the performance of the funds'
internal audit function and independent auditors;
2. act as a liaison between the funds' independent accountants and the
Board of Trustees;
3. prepare an Audit and Compliance Committee Report as required by the
Securities and Exchange Commission (the "SEC") to the extent required
to be included in the funds' annual proxy statement or other filings;
The Audit and Compliance Committee shall discharge its responsibilities and
shall access the information provided by the funds' management and independent
auditors, in accordance with its business judgment. Management is responsible
for the preparation of the fund's financial statements and the independent
auditors are responsible for auditing those financial statements. The Audit and
Compliance Committee and the Board of Trustees recognize that management
(including the internal audit staff) and the independent auditors have more
experience, expertise, resources and time, and more detailed knowledge and
information regarding a fund's accounting, auditing, internal control and
financial reporting practices than the Audit and Compliance Committee does.
Accordingly, the Audit and Compliance Committee's oversight role does not
provide any expert or special assurance as to the financial statements and other
financial information provided by a fund to its shareholders and others. The
independent auditors are responsible for auditing the funds' annual financial
statements. The authority and responsibilities set forth in this charter do not
reflect or create any duty or obligation of the Audit and Compliance Committee
to plan or conduct any audit, to determine or certify that any fund's financial
statements are complete, accurate, fairly presented, or in accordance with
generally accepted accounting principles or applicable law, or to guarantee any
independent auditor's report.
C. Oversight. The independent auditors shall report directly to the Audit
and Compliance Committee and the Audit and Compliance Committee shall be
responsible for oversight of the work of the independent auditors, including
resolution of any disagreements between any fund's management and the
independent auditors regarding financial reporting. In connection with its
oversight role, the Audit and Compliance Committee should also review with the
independent auditors, from time to time as appropriate: significant risks and
uncertainties with respect to the quality, accuracy or fairness of presentation
of a fund's financial statements; recently disclosed problems with respect to
the quality, accuracy or fairness of presentation of the financial statements of
companies similarly situated to the funds and recommended actions which might be
taken to prevent or mitigate the risk of problems at the funds arising from such
matters; accounting for unusual transactions; adjustments arising from audits
that could have a significant impact on the funds' financial reporting process;
and any recent SEC comments on the funds' SEC reports, including, in particular,
any compliance comments. The Audit and Compliance Committee should inquire
15
of the independent auditor concerning the quality, not just the acceptability,
of the funds' accounting determinations and other judgmental areas and question
whether management's choices of accounting principles are, as a whole,
conservative, moderate or aggressive.
D. Specific Responsibilities. The Audit and Compliance Committee shall have
the following duties and powers, to be exercised at such times and in such
manner as the Committee shall deem necessary or appropriate:
1. To oversee the funds' auditing and accounting process.
2. To approve and recommend to the Board of Trustees for its ratification
and approval in accord with applicable law the selection, appointment
and retention of an independent auditor for each fund prior to the
engagement of such independent auditor and, at an appropriate time,
its compensation. The Committee should meet with the independent
auditor prior to the audit to discuss the planning and staffing of the
audit. The Committee should periodically consider whether, in order to
assure continuing auditor independence, there should be regular
rotation of the independent audit firm and obtain and review a copy of
the most recent report on the independent auditor issued by the Public
Company Accounting Oversight Board pursuant to Section 104 of the
Sarbanes-Oxley Act.
3. To periodically review and evaluate the lead partner and other senior
members of the independent auditor's team and confirm the regular
rotation of the lead audit partner and reviewing partner as required
by Section 203 of the Sarbanes-Oxley Act.
4. To confirm that the officers of the funds were not employed by the
independent auditor, or if employed, did not participate in any
capacity in the audit of the funds, in each case, during the
one-audit-year period preceding the date of initiation of the audit,
as required by Section 206 of the Sarbanes-Oxley Act.
5. To pre-approve all non-audit services provided by the independent
auditor to the fund or to the fund's investment adviser and any entity
controlling, controlled by or under common control with the investment
adviser that provides ongoing services to the fund, if the engagement
relates directly to the operations and financial reporting of the
fund.
6. The Committee is authorized to delegate, to the extent permitted by
law, pre-approval responsibilities to one or more members of the
Committee who shall report to the Committee regarding approved
services at the Committee's next regularly scheduled meeting. The
Committee is also authorized to adopt policies and procedures which
govern the pre-approval of audit, audit-related, tax and other
services provided by the independent accountants to the funds or to a
service provider as referenced in Paragraph 5 provided, however, that
any such policies and procedures are detailed as to particular
services, the Audit and Compliance Committee is informed of each
service, and any such policies and procedures do not include the
delegation of the Audit and Compliance Committee's responsibilities
under the Securities Exchange Act of 1934 or applicable rules or
listing requirements.
7. To monitor the independent auditor of each fund throughout the
engagement to attempt to identify: conflicts of interest between
management and the independent auditor as a result of employment
relationships; the provision of prohibited non-audit services to a
fund by its independent auditor; violations of audit partner rotation
requirements; and prohibited independent auditor compensation
arrangements whereby individuals employed by the auditor are
compensated based on selling non-audit services to the fund. The
independent auditors should promptly contact the Audit and Compliance
Committee or its Chair about any significant issue or disagreement
concerning a fund's accounting practices or financial statements that
is not resolved to their satisfaction or if Section 10A(b) of the
Exchange Act has been implicated.
8. To meet with independent auditors, including private meetings as
necessary, management's internal auditors and the funds' senior
management (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to review the form and substance of
the funds' financial statements and reports, including each fund's
disclosures under "Management's Discussion of Fund Performance" and to
discuss any matters of concern relating to the funds' financial
statements, including any adjustments to such statements recommended
by the independent accountants, or other results of an audit; (iii) to
consider the independent accountants' comments with respect to the
funds' financial policies, procedures and internal accounting controls
and management's responses thereto; (iv) to review the resolution of
any disagreements between the independent accountants and management
regarding the funds' financial reporting; and (v) to review the form
of opinion the independent accountants propose to render to the Board
and shareholders. The Audit and Compliance Committee should request
from the independent auditors a frank assessment of management.
16
9. With respect to any listed fund, to consider whether it will recommend
to the Board of Trustees that the audited financial statements be
included in a fund's annual report. The Board delegates to the Audit
and Compliance Committee the authority to release the funds' financial
statements for publication in the annual and semi-annual report,
subject to the Board's right to review and ratify such financial
statements following publication. With respect to each fund, to review
and discuss with each fund's management and independent auditor the
funds' audited financial statements and the matters about which
Statement on Auditing Standards No. 61 (Codification of Statements on
Auditing Standards, AU [sec]380) requires discussion. The Audit and
Compliance Committee shall prepare an annual committee report for
inclusion where necessary in the proxy statement of a fund relating to
its annual meeting of security holders or in any other filing required
by the SEC's rules.
10. To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their auditing
programs.
11. To assist the Board of Trustees in monitoring the Office of the Chief
Compliance Officer (the "CCO") by:
o Reviewing, no less frequently than annually, the CCO's report on
the operation of the compliance programs of the funds and
compliance programs of the funds' adviser, sub-advisers,
principal underwriter, administrator and transfer agent
(collectively, "service providers").
o Reviewing matters relating to the compliance programs of the
funds and the compliance programs of their service providers and
compliance matters relating to the funds and their service
providers as may be presented to the Committee by the CCO.
o Making recommendations to the Board of Trustees regarding changes
to the funds' compliance program, as may be necessary or
appropriate from time to time.
o Reviewing the compliance programs for proposed service providers
to the funds, including subadvisers, and making recommendations
regarding approval of such compliance programs to the Board of
Trustees.
o Reviewing regulatory inquiries relating to the funds and their
service providers as may be presented to the Committee by the
CCO.
o Reviewing the CCO's goals and objectives and making
recommendations to the Board of Trustees regarding the CCO's
compensation, including bonus and merit components.
o Reviewing the CCO's annual budget and making recommendations to
the Board of Trustees regarding its approval and the amount of
such budget that should be an expense of the funds.
12. To obtain and review, at least annually, a report by the independent
auditor describing: the firm's internal quality-control procedures;
any material issues raised by the most recent internal quality-control
review, or peer review, of the firm or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and all
relationships between the independent auditor and each fund, including
the disclosures required by any applicable Independence Standards
Board Standard. The Audit and Compliance Committee shall engage in an
active dialogue with each independent auditor concerning any disclosed
relationships or services that might impact the objectivity and
independence of the auditor.
13. To review with the independent auditor any problems that may be
reported to it arising out of a fund's accounting, auditing or
financial reporting functions and management's response, and to
receive and consider reports on critical accounting policies and
practices and alternative treatments discussed with management.
14. To review the procedures for allocating fund brokerage, the allocation
of trades among various accounts under management and the fees and
other charges for fund brokerage.
15. To receive and consider reports from the independent auditors
regarding reviews of the operating and internal control structure of
custodian banks and transfer agents, including procedures to safeguard
fund assets.
16. To monitor securities pricing procedures and review their
implementation with management, management's internal auditors,
independent auditors and others as may be required.
17. To establish and monitor, or cause to be established and monitored,
procedures for the receipt, retention and treatment of complaints
received by a fund regarding accounting, internal accounting controls
or
17
auditing matters, and the confidential, anonymous submission by
employees of the investment adviser, administrator, principal
underwriter or any other provider of accounting-related services for a
listed fund, as well as employees of the fund, if any, regarding
questionable accounting or auditing matters, as and when required by
applicable rules or listing requirements. The procedures currently in
effect are attached as Exhibit A.
18. To report regularly to the Board of Trustees, including providing the
Audit and Compliance Committee's conclusions with respect to the
independent auditor and the funds' financial statements and accounting
controls.
E. Subcommittees. The Audit and Compliance 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 and Compliance 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, shall
also perform other tasks assigned to it from time to time by the Board of
Trustees and will report findings and recommendations to the Board of Trustees,
as appropriate.
G. Funding. Each fund shall provide for appropriate funding, as determined
by the Audit and Compliance Committee, in its capacity as a committee of the
Board of Trustees, for payment of:
1. Compensation to any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other
audit, review or attest services for the fund.
2. Compensation to any counsel, advisers, experts or consultants engaged
by the Audit and Compliance Committee under Paragraph J of this
charter.
3. Ordinary administrative expenses of the Audit and Compliance Committee
that are necessary or appropriate in carrying out its duties.
H. Governance. One member of the Committee shall be appointed as chair. The
chair shall be responsible for leadership of the Committee, including scheduling
meetings or reviewing and approving the schedule for them, preparing agendas or
reviewing and approving them before meetings, presiding over meetings and making
reports to the Board of Trustees, as appropriate. The designation of a person as
an "audit committee financial expert", within the meaning of the rules under
Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor shall it decrease the
duties and obligations of other Committee members or the Board of Trustees. Any
additional compensation of Audit and Compliance Committee members shall be as
determined by the Board of Trustees. No member of the Audit and Compliance
Committee may receive, directly or indirectly, any consulting, advisory or other
compensatory fee from a fund, other than fees paid in his or her capacity as a
member of the Board of Trustees or a committee of the Board of Trustees. The
members of the Audit and Compliance Committee should confirm that the minutes of
the Audit and Compliance Committee's meetings accurately describe the issues
considered by the Committee, the process the Committee used to discuss and
evaluate such issues and the Committee's final determination of how to proceed.
The minutes should document the Committee's consideration of issues in a manner
that demonstrates that the Committee acted with due care.
I. Evaluation. At least annually, the Audit and Compliance Committee shall
evaluate its own performance, including whether the Audit and Compliance
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.
18
EXHIBIT A
Policy for Raising and Investigating Complaints or Concerns
About Accounting or Auditing Matters
As contemplated by the Audit and Compliance 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 investment
adviser, administrator, principal underwriter or any other provider of
accounting-related services for a listed fund, as well as employees of the
fund ("covered persons") of concerns regarding questionable accounting or
auditing matters.
A. Policy Objectives
The objective of this policy is to provide a mechanism by which complaints
and concerns regarding accounting, internal accounting controls or auditing
matters may be raised and addressed without the fear or threat of retaliation.
The funds desire and expect that covered persons will report any complaints or
concerns they may have regarding accounting, internal accounting controls or
auditing matters.
B. Procedures for Raising Complaints and Concerns
The funds' Secretary shall be responsible for communicating these
procedures to covered persons. Covered persons with complaints regarding
accounting, internal accounting controls or auditing matters or concerns
regarding questionable accounting or auditing matters may submit such complaints
or concerns to the attention of the funds' Secretary by sending a letter or
other writing to the funds' principal executive offices. Complaints and concerns
may be made anonymously. Alternatively, any complaints or concerns may also be
communicated anonymously directly to any member of the Audit and Compliance
Committee.
C. Procedures for Investigating and Resolving Complaints and Concerns
If any complaints or concerns regarding internal accounting controls or
auditing matters that could affect the funds are received through the Ethics
Line or any other similar facility maintained by John Hancock Financial
Services, they shall be communicated promptly to the funds' Secretary and shall
be reported by the funds' Secretary to the Audit and Compliance Committee,
promptly or quarterly according to the guidelines set forth below.
The funds' Secretary shall report to the Audit and Compliance Committee as
to whether those responsible for the Ethics Line or similar facility have a
procedure in place to communicate promptly any such complaints or concerns to
the funds' Secretary and whether any such communication would violate the terms
thereof.
All complaints and concerns received will be promptly forwarded to the
Audit and Compliance Committee or the chair of the Audit and Compliance
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 and Compliance 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 and
Compliance Committee quarterly.
The Audit and Compliance 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 and Compliance 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 and Compliance
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 and Compliance
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 and Compliance 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 and Compliance Committee will strive to keep all complaints and concerns
and the identity of those who submit them and participate in any investigation
as confidential as possible, limiting disclosure to those with a business need
to know or as required by law or recommended by legal counsel.
19
No covered person shall penalize or retaliate against any other covered
person for reporting a complaint or concern, unless it is determined that the
complaint or concern was made with knowledge that it was false. The funds will
not tolerate retaliation against any covered person for submitting, or for
cooperating in the investigation of, a complaint or concern. Moreover, any such
retaliation is unlawful and may result in criminal action. Any retaliation will
warrant disciplinary action against the offending party, up to and including
termination of employment.
John Hancock Advisers, LLC shall include this policy in its employee manual
and shall distribute, at least annually, the policy to all of its employees.
The funds' Secretary shall retain records of all complaints and concerns
received, and the disposition thereof, for five years.
D. Notification of Others
At any time during an evaluation or investigation of a complaint or
concern, the chair of the Audit and Compliance Committee may notify the funds'
CCO, the QLCC or any other party with a need to know of the receipt of a
complaint or concern and/or the progress or results of any review and/or
investigation of a complaint or concern. The chair of the Audit and Compliance
Committee may provide such level of detail as may be necessary to allow the
appropriate consideration by such parties in light of the funds' ongoing
obligations, including, but not limited to, disclosure obligations or any
required officer certifications.
20
EXHIBIT B -- QUALIFIED LEGAL COMPLIANCE COMMITTEE ("QLCC") DUTIES AND
RESPONSIBILITIES
o The QLCC shall adopt written procedures for the confidential receipt,
retention and consideration of any report of evidence of a material
violation.
o The QLCC has the authority and responsibility, once a report of evidence of
a material violation by a fund, its officers, directors, employees or
agents has been received by the QLCC:
1. to inform the CLO and CEO of such report (except in the case where the
reporting attorney reasonably believes that it would be futile to
report evidence of a material violation to the CLO and CEO and has
informed the QLCC of such belief); and
2. to determine whether an investigation is necessary or appropriate and,
if it determines an investigation is necessary or appropriate, to:
(A) notify the Board of Trustees;
(B) notify the funds' CCO;
(C) initiate an investigation, which may be conducted either by the
CLO or by outside attorneys; and
(D) retain such additional expert personnel as the QLCC deems
necessary;
and, at the conclusion of such investigation, to:
(A) recommend, by majority vote, that the fund implement an
appropriate response to evidence of a material violation; and
(B) inform the CLO, CEO the funds' CCO and the Board of Trustees of
the results of any such investigation and the appropriate
remedial measures.
3. by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event
that the fund fails in any material respect to implement an
appropriate response that the QLCC has recommended.
21
ATTACHMENT 2
AUDIT AND COMPLIANCE COMMITTEE REPORT
The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it
by reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
The Audit and Compliance Committee has reviewed and discussed with the
Funds' management and PricewaterhouseCoopers the audited financial statements of
the Funds contained in the Annual Report on Form N-CSR for the 2006 fiscal year.
The Audit and Compliance Committee has also discussed with
PricewaterhouseCoopers the matters required to be discussed pursuant to SAS No.
61 (Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Funds' financial statements.
The Audit and Compliance Committee has received and reviewed the written
disclosures and the letter from PricewaterhouseCoopers required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit and
Compliance Committees) and has discussed with PricewaterhouseCoopers its
independence from the Funds.
Based on the review and discussions referred to above, the Audit and
Compliance Committee recommended to the Board of Trustees that the audited
financial statements be included in each Funds' Annual Report on Form N-CSR for
filing with the Securities and Exchange Commission.
Submitted by the Audit and Compliance Committee
John A. Moore, Chairman
Richard P. Chapman, Jr.
Charles L. Ladner
Patti McGill Peterson
22
ATTACHMENT 3
JOHN HANCOCK FUNDS
GOVERNANCE COMMITTEE CHARTER
A. Composition. The Governance Committee shall be composed entirely of
Trustees who are "independent" as defined in the rules of the New York Stock
Exchange ("NYSE") and the NASDAQ Stock Market, Inc. ("NASDAQ") or any other
exchange, as applicable, and are not "interested persons" as defined in the
Investment Company Act of 1940 of any of the funds, or of any fund's investment
adviser or principal underwriter (the "Independent Trustees") who are designated
for membership from time to time by the Board of Trustees. The Chairman of the
Board shall be a member of the Governance Committee.
B. Overview. The overall charter of the Governance Committee is to make
recommendations to the Board on issues related to corporate governance
applicable to the Independent Trustees and to the composition and operation of
the Board, and to assume duties, responsibilities and functions to recommend
nominees to the Board, together with such additional duties, responsibilities
and functions as are delegated to it from time to time.
C. Specific Responsibilities. The Governance Committee shall have the
following duties and powers, to be exercised at such times and in such manner as
the Committee shall deem necessary or appropriate:
1. Except where the funds are legally required to nominate individuals
recommended by others, to recommend to the Board of Trustees
individuals for nomination to serve as Trustees.
2. To consider, as it deems necessary or appropriate, the criteria for
persons to fill existing or newly created Trustee vacancies. The
Governance Committee shall use the criteria and principles set forth
in Annex A to guide its Trustee selection process.
3. To consider and recommend the amount of compensation to be paid by the
funds to the Independent Trustees, including incremental amounts, if
any, payable to Committee Chairmen, and to address
compensation-related matters.
4. To consider and recommend the duties and compensation of the Chairman
of the Board.
5. To consider and recommend changes to the Board regarding the size,
structure and composition of the Board.
6. To evaluate, from time to time, the retirement policies for the
Independent Trustees.
7. To develop and recommend to the Board guidelines for corporate
governance ("Corporate Governance Guidelines") for the funds that take
into account the rules of the NYSE and any applicable law or
regulation, and to periodically review and assess the Corporate
Governance Guidelines and recommend any proposed changes to the Board
for approval.
8. To monitor all expenditures of the Board or the Committees or the
Independent Trustees not otherwise incurred and/or monitored by a
particular Committee, including, but not limited to: legal, consulting
and D&O insurance costs; association dues, including Investment
Company Institute membership dues; meeting expenditures and policies
relating to reimbursement of travel expenses and expenses associated
with offsite meetings; expenses associated with Trustee attendance at
educational or informational conferences; and publication expenses.
9. To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged by the Board of Trustees, by the
Trustees who are not "interested persons" as defined in the Investment
Company Act of 1940 of any of the funds or any fund's investment
adviser or principal underwriter, or by the Governance Committee, from
time to time, other than as may be engaged directly by another
committee.
10. To periodically review the Board's committee structure and the
charters of the Board's committees, and recommend to the Board of
Trustees changes to the committee structure and charters as it deems
appropriate.
11. To coordinate and administer an annual self-evaluation of the Board,
which will include, at a minimum, a review of its effectiveness in
overseeing the number of funds in the fund complex and the
effectiveness of its committee structure.
12. To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and other
matters as the Governance Committee may deem necessary or appropriate.
23
D. Additional Responsibilities. The Committee will also perform other tasks
assigned to it from time to time by the Chairman of the Board or by the Board of
Trustees, and will report findings and recommendations to the Board of Trustees,
as appropriate.
E. Governance. One member of the Committee shall be appointed as chair. The
chair shall be responsible for leadership of the Committee, including scheduling
meetings or reviewing and approving the schedule for them, preparing agendas or
reviewing and approving them before meetings, and making reports to the Board of
Trustees, as appropriate.
F. Miscellaneous. The Committee shall meet as often as it deems
appropriate, with or without management, as circumstances require. The Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
advisers, experts or consultants, at the funds' expense, as it determines
necessary to carry out its duties. The Committee shall have direct access to
such officers of and service providers to the funds as it deems desirable.
G. Review. The Committee shall review this Charter periodically and
recommend such changes to the Board of Trustees as it deems desirable.
24
ANNEX A
General Criteria
1. Nominees should have a reputation for integrity, honesty and adherence
to high ethical standards.
2. Nominees should have demonstrated business acumen, experience and
ability to exercise sound judgments in matters that relate to the
current and long-term objectives of the funds and should be willing
and able to contribute positively to the decision-making process of
the funds.
3. Nominees should have a commitment to understand the funds, and the
responsibilities of a trustee/director of an investment company and to
regularly attend and participate in meetings of the Board and its
committees.
4. Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the funds,
including shareholders and the management company, and to act in the
interests of all shareholders.
5. Nominees should not have, nor appear to have, a conflict of interest
that would impair their ability to represent the interests of all the
shareholders and to fulfill the responsibilities of a
director/trustee.
Application of Criteria to Existing Trustees
The renomination of existing Trustees should not be viewed as automatic,
but should be based on continuing qualification under the criteria set forth
above. In addition, the Governance Committee shall consider the existing
Trustee's performance on the Board and any committee.
Review of Shareholder Nominations
Any shareholder nomination must be submitted in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in
order to be considered by the Governance Committee. In evaluating a nominee
recommended by a shareholder, the Governance Committee, in addition to the
criteria discussed above, may consider the objectives of the shareholder in
submitting that nomination and whether such objectives are consistent with the
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of its designated nominees, the
candidate's name will be placed on the funds' proxy card. If the Board
determines not to include such candidate among its designated nominees, and the
shareholder has satisfied the requirements of Rule 14a-8, the shareholder's
candidate will be treated as a nominee of the shareholder who originally
nominated the candidate. In that case, the candidate will not be named on the
proxy card distributed with the funds' proxy statement.
As long as an existing Independent Trustee continues, in the opinion of the
Governance Committee, to satisfy the criteria listed above, the Committee
generally would favor the re-nomination of an existing Trustee rather than a new
candidate. Consequently, while the Governance Committee will consider nominees
recommended by shareholders to serve as trustees, the Governance Committee may
only act upon such recommendations if there is a vacancy on the Board, or the
Governance Committee determines that the selection of a new or additional
Trustee is in the best interests of the fund. In the event that a vacancy arises
or a change in Board membership is determined to be advisable, the Governance
Committee will, in addition to any shareholder recommendations, consider
candidates identified by other means, including candidates proposed by members
of the Governance Committee. The Governance Committee may retain a consultant to
assist the Committee in a search for a qualified candidate.
25
--------------------------------------------------------------------------------
Thank
You
for mailing
your proxy
card promptly!
--------------------------------------------------------------------------------
[Logo]
John Hancock(R) John Hancock Funds
the future is yours 601 Congress Street
Boston, MA 02210-2805
1-800-852-0218
1-800-231-5469 TDD
1-800-843-0090 EASI-Line
www.jhfunds.com
PFDPX 2/07
JOHN HANCOCK PREFERRED INCOME FUND II
Annual Meeting of Shareholders
March 27, 2007
The undersigned holder of common shares of beneficial interest of John
Hancock Preferred Income Fund II hereby appoints KEITH F. HARTSTEIN, GORDON M.
SHONE and THOMAS M. KINZLER, and each of them singly, proxies and attorneys of
the undersigned, with full power of substitution to each, for and in the name of
the undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Trust to be held on Tuesday, March 27, 2007 at the offices
of the Trust, 601 Congress Street, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares
of the Trust 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. Election of Trustees:
(01) James R. Boyle
(02) Steven R. Pruchansky
FOR WITHHOLD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
--------------------------------------------------------------------------------
JOHN HANCOCK
--------------------------------------------------------------------------------
PREFERRED INCOME FUND II
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.
The persons named as proxies have discretionary authority, which they intend to
exercise in favor of the proposal referred to and according to their best
judgment as to any 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 11:59 PM Eastern Time
the 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.proxyvoting.com/hpf 1-866-540-5760
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. OR card in hand when you call. OR and
return it in the
enclosed postage-paid
envelope.
--------------------------------------- --------------------------------------- ----------------------------
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 PREFERRED INCOME FUND II
The undersigned holder of Auction Preferred Shares of beneficial interest
("Preferred Shares") of John Hancock Preferred Income Fund II hereby constitutes
and appoints Keith F. Hartstein, Gordon M. Shone and Thomas M. Kinzler, and each
of them singly, proxies and attorneys of the undersigned, with full power of
substitution to each, for and in the name of the undersigned, to vote and act
upon all matters at the Annual Meeting of Shareholders of the Fund to be held on
Tuesday, March 27, 2007 at the offices of the Fund, 601 Congress Street, Boston,
Massachusetts, at 9:00 a.m., Eastern time, and at any 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
P11PXC 2/07
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. The persons named as proxies have
discretionary authority, which they intend to exercise in favor of the proposal
referred to and according to their best judgment as to any 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_________________________________________________________________, 2007
------------------------------------
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 Preferred Income Fund II
2007 Proxy Voting Site
Annual Meeting of Shareholders
March 27, 2007
The undersigned holder of common shares of beneficial interest of John
Hancock Preferred Income Fund II hereby appoints KEITH F. HARTSTEIN, GORDON M.
SHONE and THOMAS M. KINZLER, and each of them singly, proxies and attorneys of
the undersigned, with full power of substitution to each, for and in the name of
the undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Trust to be held on Tuesday, March 27, 2007 at the offices
of the Trust, 601 Congress Street, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares
of the Trust 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 Preferred Income Fund II
2007 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 Proposal 1.
-------------------------------------------------------------------
Click Here To Vote As The Board Of Trustees Recommends
-------------------------------------------------------------------
--------------------------------------------------------------------------------
John Hancock Mellon
------------ Mellon Investor Services
JOHN HANCOCK FUNDS A Mellon Financial Company
--------------------------------------------------------------------------------
To Vote On This Proposal - Check The Boxes Below:
------------------------------------------------------------
================================================================================
The Board recommends a vote FOR Proposal 1.
================================================================================
================================================================================
PROPOSAL 1
To elect the following nominees to serve as Trustees of the Fund
================================================================================
FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT[ ]
[ ]01 James R. Boyle
[ ]02 Steven R. Pruchansky
================================================================================
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:
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.