UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811- 21416
John Hancock Tax-Advantaged Dividend
Income Fund
(Exact name of registrant as specified in charter)
601 Congress Street, Boston, Massachusetts
02210
(Address of principal executive offices) (Zip code)
Salvatore Schiavone
Treasurer
601 Congress Street
Boston, Massachusetts 02210
(Name and address of agent for service)
Registrant's telephone number, including area code: 617-663-4497
Date of fiscal year end: | October 31 |
Date of reporting period: | October 31, 2015 |
ITEM 1. SHAREHOLDERS REPORT.
John Hancock
Tax-Advantaged Dividend Income Fund
Ticker: HTD
Annual report 10/31/15
A message to shareholders
Dear shareholder,
U.S. stocks experienced a spike in volatility in recent months. The pullback we had anticipated for some months took place in August, and stocks experienced their first official correctiona decline of more than 10% in the stock marketin more than four years. There were several headwinds keeping stock prices from moving higher all year, but the headline for this summer's correction was the news of slowing economic growth in China and the effect that might have on global growth. While the market subsequently rebounded, for the time being, global economic data continues to be a leading driver of investor sentiment.
Market volatility is naturally unnerving, which is why we recommend that investors maintain a regular dialogue with their financial advisors. Your advisor can help put market events into context and determine whether your portfolio is sufficiently diversified and continues to match your long-term financial goals.
Introducing John Hancock Multifactor Exchange-Traded Funds (ETFs)
We believe investors benefit from a combination of active and passive strategies in their portfolios. That's why, for years, we've offered actively managed funds to our shareholders, alongside asset allocation portfolios that employ a mix of active and passive strategies. That same thinking is what led us to team up with Dimensional Fund Advisors LPa company regarded as one of the pioneers in strategic beta investing*for the launch of the passively managed John Hancock Multifactor ETFs. Each ETF seeks to track a custom index built upon decades of academic research into the factors that drive higher expected returns: smaller capitalizations, lower valuations, and higher profitability. For nearly 30 years, it's just the kind of time-tested approach we have looked for as a manager of managers. For more information, visit our website at jhinvestments.com/etf.
On behalf of everyone at John Hancock Investments, I'd like to take this opportunity to welcome new shareholders and thank existing shareholders for the continued trust you've placed in us.
Sincerely,
Andrew G. Arnott
President and Chief Executive Officer
John Hancock Investments
This commentary reflects the CEO's views as of October 31, 2015. They are subject to change at any time. For more up-to-date information, you can visit our website at jhinvestments.com.
* | Strategic beta investing ETFs seek to improve upon cap-weighted strategies by tracking a custom index that combines active management insight with the discipline of a rules-based approach. |
John Hancock
Tax-Advantaged Dividend Income Fund
Table of contents
2 | Your fund at a glance | |
4 | Discussion of fund performance | |
8 | Fund's investments | |
13 | Financial statements | |
17 | Financial highlights | |
18 | Notes to financial statements | |
26 | Auditor's report | |
27 | Tax information | |
28 | Additional information | |
31 | Continuation of investment advisory and subadvisory agreements | |
37 | Trustees and Officers | |
41 | More information |
1
INVESTMENT OBJECTIVE
The fund seeks to provide a high level of after-tax total return from dividend income and gains and capital appreciation.
AVERAGE ANNUAL TOTAL RETURNS AS OF 10/31/15 (%)
The index shown is a blended index that is 55% Bank of America Merrill Lynch Preferred Stock DRD Eligible Index and 45% S&P 500 Utilities Index.
The Bank of America Merrill Lynch Preferred Stock DRD Eligible Index consists of investment-grade fixed-rate U.S. dollar-denominated preferred securities and fixed-to-floating-rate securities. The index includes securities having a minimum remaining term of at least one year, both Dividend Received Deduction (DRD) eligible and non-DRD eligible preferred stock and senior debt.
The S&P 500 Utilities Index is a capitalization-weighted index that consists of companies in the S&P 500 Index that are primarily involved in water, electrical power, and natural gas distribution industries.
It is not possible to invest directly in an index. Index figures do not reflect expenses or sales charges, which would result in lower returns.
The fund's most recent performance and current annualized distribution rate can be found at jhinvestments.com.
The performance data contained within this material represents past performance, which does not guarantee future results.
2
PERFORMANCE HIGHLIGHTS OVER THE LAST TWELVE MONTHS
A late-period rally helped bolster dividend-paying securities
Continued accommodative monetary measures helped many dividend-paying securities post positive gains for the 12-month period ended October 31, 2015.
Utilities holdings performed well
The fund benefited from the utilities sector, which accounted for some of its best performers.
Energy companies detracted
The ongoing depression of oil prices led to weak performance of the fund's energy and energy-related holdings.
PORTFOLIO COMPOSITION AS OF 10/31/15 (%)
A note about risks
As is the case with all closed-end funds, shares of this fund may trade at a discount or a premium to the fund's net asset value (NAV). An investment in the fund is subject to investment and market risks, including the possible loss of the entire principal invested. There is no guarantee prior distribution levels will be maintained, and distributions may include a substantial return of capital, which may increase the potential tax gain or reduce the potential tax loss of a subsequent sale of shares of the fund. Fixed-income investments are subject to interest-rate and credit risk; their value will normally decline as interest rates rise or if a creditor, grantor, or counterparty is unable or unwilling to make principal, interest, or settlement payments. Investments in higher-yielding, lower-rated securities are subject to a higher risk of default. An issuer of securities held by the fund may default, have its credit rating downgraded, or otherwise perform poorly, which may affect fund performance. Certain market conditions, including reduced trading volume, heightened volatility, and rising interest rates, may impair liquidity, the ability of the fund to sell securities or close derivative positions at advantageous prices. The fund's use of leverage creates additional risks, including greater volatility of the fund's NAV, market price, and returns. There is no assurance that the fund's leverage strategy will be successful. Focusing on a particular industry or sector may increase the fund's volatility and make it more susceptible to market, economic, and regulatory risks as well as other factors affecting those industries or sectors.
3
An interview with Portfolio Manager Gregory K. Phelps, John Hancock Asset Management a division of Manulife Asset Management (US) LLC
Gregory K. Phelps
Portfolio Manager
John Hancock Asset Management
What was the market environment like for dividend-paying securities during the 12 months ended October 31, 2015?
A late-period rally helped push the returns of most dividend-paying securities into solidly positive territory for the period. During most of the first half of the period, dividend-paying securities were somewhat helped by solid demand and limited supply. Volatility in global equity markets, generally low and falling yields on bonds in many developed markets, and the receding threat of imminent U.S. interest-rate hikes highlighted the appeal of and supported demand for dividend-paying securities, which generally produced more income than U.S. government bonds, many foreign government bonds, and investment-grade corporate debt. Meanwhile, the supply of preferred securitiesone of the main areas of focus for the fundwas muted as new issuance stayed low and issuers redeemed outstanding debt at a healthy clip.
In the summer months, most dividend-paying securities treaded water, generating returns that derived more from the income they produced rather than price appreciation. Although preferreds and utility common stocks generally outpaced most bonds and other common stock industry groups, they were still hampered by elevated financial market volatility and concern that the U.S. Federal Reserve (Fed) would raise interest rates. In October 2015, most dividend-paying securities posted one of their best monthly gains of the past year amid continued accommodative measures taken by global central banks. The Fed again delayed raising interest rates in light of financial-market volatility, the interest-rate cut by People's Bank of China, and the European Central Bank hinted it was prepared to expand its stimulus program and potentially cut interest rates. While solid quarterly financial results further bolstered demand for dividend-paying stocks, they generally trailed broader market averages.
What's your view on dividend-paying securities?
Income-seeking investors are still trying to determine when the Fed may start to raise U.S. interest rates. The Fed continues to maintain that it needs to see a firming of U.S. economic data, particularly in the labor market. While employment data had strengthened by period end, the U.S. economy
4
Even when rates do begin to rise, we don't anticipate a dramatic sell-off of preferred securities, nor do we believe demand for them will subside. Our view is that rate hikes will occur in small, gradual, and digestible increments, some of which may already be priced into the values of preferred securities. At the same time, we don't foresee a meaningful increase in supply on the horizon. Granted, many preferred securities seemed fully valued at period end, thanks to their strong performance during the past year. Even so, we believe preferred securities remain well-positioned relative to other fixed-income-producing investments. At period end, they still offered attractive levels of income relative to many investment-grade fixed-income alternatives, including U.S. government securities, developed-market government bonds, and many investment-grade corporate bonds. Furthermore, many preferred securities offered income that was tax advantaged, which we believe will continue to be a draw for tax-sensitive investors.
Valuations for utility common stocks, too, looked somewhat expensive at period end given their recent price gains. However, we believe they could continue to benefit to the extent that investors seek attractive and dependable earnings growth, higher-yielding alternatives to fixed-income
SECTOR COMPOSITION AS OF 10/31/15 (%)
5
What holdings contributed to performance?
Common stock holdings in utilities companies that were takeover candidates had some of the biggest impacts, as they performed comparatively well. The fund's position in natural-gas provider and storage company AGL Resources, Inc. produced strong gains after the announcement that it would be bought by electricity provider Southern Company. TECO Energy, Inc., an energy-related holding company with regulated electric and gas utilities in Florida and New Mexico, also fared well, thanks in large measure to news of its proposed acquisition by Emera, Inc. Connecticut utility UIL Holdings Corp. jumped after its proposed acquisition by Iberdorola SA seemed to be on track after settlement talks with the state's consumer advocate.
As they have been for some time now, preferred securities issued by utilities companies were another source of the fund's best performers. PPL Capital Funding, Inc. and SCE Trust were helped by still-solid demand from investors seeking comparatively high-yielding assets from industries deemed safe havens. The lack of supply also helped bolster their prices. Many utilities, in particular, redeemed their outstanding preferred shares years ago, and those with preferred shares still outstanding tended to benefit from relative scarcity as a result.
TOP 10 ISSUERS AS OF 10/31/15 (%)
JPMorgan Chase & Co. | 3.7 |
Royal Bank of Scotland | 3.4 |
PPL Corp. | 3.4 |
Morgan Stanley | 3.4 |
Wells Fargo & Company | 3.1 |
Interstate Power & Light Company | 2.8 |
SCE Trust | 2.8 |
Vectren Corp. | 2.7 |
BB&T Corp. | 2.7 |
Eversource Energy | 2.7 |
TOTAL | 30.7 |
As a percentage of total investments | |
Cash and cash equivalents are not included. |
6
What hurt the fund's performance?
Detracting from the fund's results were energy-related holdings, including Royal Dutch Shell PLC and ConocoPhillips, which suffered price declines, as oil prices remained depressed throughout much of the period. These investments generally paid higher-than-average dividends and helped us diversify the portfolio.
The fund's use of derivativessuch as futures, options and swapshad a negative impact on performance.
Where are you finding opportunities of late?
Although we took advantage of opportunities to purchase a few new positions we felt were attractively valued, there weren't any major changes to the portfolio during the period. That said, we trimmed the fund's stake in TECO Energy after it surged on merger news. We deployed most of proceeds of that sale, plus the proceeds from holdings that were called by the issuers prior to maturity, into holdings that we felt were attractively valued and represented better-than-average total return potential given their earnings growth outlooks and dividend yields.
MANAGED BY
Gregory K. Phelps, JHAM On the fund since inception Investing since 1981 |
|
Joseph H. Bozoyan, CFA, JHAM On the fund since 2015 Investing since 1993 |
|
Gregory McMurran, Analytic Investors On the fund since 2009 Investing since 1976 |
|
Dennis Bein, CFA, Analytic Investors On the fund since 2009 Investing since 1992 |
|
Harindra de Silva, Ph.D., CFA, Analytic Investors On the fund since 2009 Investing since 1988 |
7
Fund's investments
As of 10-31-15 | |||||||||||||||||||||||
Shares | Value | ||||||||||||||||||||||
Common stocks 71.8% (47.5% of Total investments) | $600,530,123 | ||||||||||||||||||||||
(Cost $459,970,602) | |||||||||||||||||||||||
Energy 12.3% | 103,066,860 | ||||||||||||||||||||||
Oil, gas and consumable fuels 12.3% | |||||||||||||||||||||||
BP PLC, ADR (Z) | 187,500 | 6,693,750 | |||||||||||||||||||||
Chevron Corp. (Z) | 40,000 | 3,635,200 | |||||||||||||||||||||
Columbia Pipeline Group, Inc. | 690,000 | 14,331,300 | |||||||||||||||||||||
ConocoPhillips (Z) | 195,000 | 10,403,250 | |||||||||||||||||||||
Kinder Morgan, Inc. (Z) | 232,000 | 6,345,200 | |||||||||||||||||||||
ONEOK, Inc. (Z) | 530,000 | 17,977,600 | |||||||||||||||||||||
Royal Dutch Shell PLC, ADR, Class A | 271,000 | 14,216,660 | |||||||||||||||||||||
Spectra Energy Corp. (Z) | 930,000 | 26,570,100 | |||||||||||||||||||||
Total SA, ADR | 60,000 | 2,893,800 | |||||||||||||||||||||
Materials 0.1% | 765,050 | ||||||||||||||||||||||
Metals and mining 0.1% | |||||||||||||||||||||||
Freeport-McMoRan, Inc. | 65,000 | 765,050 | |||||||||||||||||||||
Telecommunication services 3.6% | 30,362,122 | ||||||||||||||||||||||
Diversified telecommunication services 2.7% | |||||||||||||||||||||||
AT&T, Inc. | 390,000 | 13,068,900 | |||||||||||||||||||||
Verizon Communications, Inc. (Z) | 214,160 | 10,039,822 | |||||||||||||||||||||
Wireless telecommunication services 0.9% | |||||||||||||||||||||||
Vodafone Group PLC, ADR (Z) | 220,000 | 7,253,400 | |||||||||||||||||||||
Utilities 55.8% | 466,336,091 | ||||||||||||||||||||||
Electric utilities 25.3% | |||||||||||||||||||||||
American Electric Power Company, Inc. | 590,000 | 33,423,500 | |||||||||||||||||||||
Duke Energy Corp. (Z) | 320,000 | 22,870,400 | |||||||||||||||||||||
Entergy Corp. | 239,120 | 16,298,419 | |||||||||||||||||||||
Eversource Energy (Z) | 657,500 | 33,493,050 | |||||||||||||||||||||
FirstEnergy Corp. (Z) | 582,500 | 18,174,000 | |||||||||||||||||||||
OGE Energy Corp. (C) | 540,000 | 15,395,400 | |||||||||||||||||||||
Pinnacle West Capital Corp. (Z) | 50,000 | 3,175,500 | |||||||||||||||||||||
PPL Corp. | 500,000 | 17,200,000 | |||||||||||||||||||||
The Southern Company (Z) | 375,000 | 16,912,500 | |||||||||||||||||||||
UIL Holdings Corp. (C) | 425,000 | 21,670,750 | |||||||||||||||||||||
Xcel Energy, Inc. (Z) | 371,000 | 13,218,730 | |||||||||||||||||||||
Gas utilities 5.2% | |||||||||||||||||||||||
AGL Resources, Inc. (Z) | 115,000 | 7,187,500 | |||||||||||||||||||||
Atmos Energy Corp. (Z) | 390,000 | 24,570,000 | |||||||||||||||||||||
Northwest Natural Gas Company (Z) | 75,000 | 3,582,750 | |||||||||||||||||||||
ONE Gas, Inc. | 170,000 | 8,302,800 |
Shares | Value | ||||||||||||||||||||||
Utilities (continued) | |||||||||||||||||||||||
Independent power and renewable electricity producers 0.1% | |||||||||||||||||||||||
Talen Energy Corp. (I) | 62,453 | $542,092 | |||||||||||||||||||||
Multi-utilities 25.2% | |||||||||||||||||||||||
Alliant Energy Corp. (Z) | 195,000 | 11,508,900 | |||||||||||||||||||||
Ameren Corp. (Z) | 540,000 | 23,587,200 | |||||||||||||||||||||
Black Hills Corp. | 440,000 | 20,143,200 | |||||||||||||||||||||
CenterPoint Energy, Inc. (Z) | 1,020,000 | 18,921,000 | |||||||||||||||||||||
Dominion Resources, Inc. (Z) | 400,000 | 28,572,000 | |||||||||||||||||||||
DTE Energy Company (Z) | 250,000 | 20,397,500 | |||||||||||||||||||||
National Grid PLC, ADR | 255,000 | 18,258,000 | |||||||||||||||||||||
NiSource, Inc. | 770,000 | 14,753,200 | |||||||||||||||||||||
Public Service Enterprise Group, Inc. (Z) | 70,000 | 2,890,300 | |||||||||||||||||||||
TECO Energy, Inc. (Z) | 295,000 | 7,965,000 | |||||||||||||||||||||
Vectren Corp. (Z) | 760,000 | 34,557,200 | |||||||||||||||||||||
WEC Energy Group, Inc. | 170,000 | 8,765,200 | |||||||||||||||||||||
Preferred securities 77.6% (51.4% of Total investments) | $648,597,826 | ||||||||||||||||||||||
(Cost $612,048,644) | |||||||||||||||||||||||
Energy 0.2% | 1,972,400 | ||||||||||||||||||||||
Oil, gas and consumable fuels 0.2% | |||||||||||||||||||||||
Kinder Morgan, Inc. (I) | 40,000 | 1,972,400 | |||||||||||||||||||||
Financials 52.0% | 434,327,589 | ||||||||||||||||||||||
Banks 31.6% | |||||||||||||||||||||||
Bank of America Corp., 6.375% (Z) | 139,000 | 3,582,030 | |||||||||||||||||||||
Bank of America Corp., 6.500% | 153,476 | 4,039,488 | |||||||||||||||||||||
Bank of America Corp., 6.625% (Z) | 355,000 | 9,261,950 | |||||||||||||||||||||
Bank of America Corp., Depositary Shares, Series D, 6.204% | 230,000 | 5,904,100 | |||||||||||||||||||||
Barclays Bank PLC, Series 5, 8.125% (Z) | 505,000 | 13,271,400 | |||||||||||||||||||||
BB&T Corp., 5.625% (Z) | 606,000 | 15,610,560 | |||||||||||||||||||||
BB&T Corp. (Callable 11-1-17), 5.200% | 263,900 | 6,552,637 | |||||||||||||||||||||
BB&T Corp. (Callable 6-1-18), 5.200% | 480,000 | 11,932,800 | |||||||||||||||||||||
Citigroup, Inc. (6.875% to 11-15-23, then 3 month LIBOR + 4.130%) | 20,000 | 550,800 | |||||||||||||||||||||
Citigroup, Inc., Depositary Shares, Series AA, 8.125% (Z) | 270,400 | 7,703,696 | |||||||||||||||||||||
HSBC Holdings PLC, 8.000% (C) | 325,000 | 8,450,000 | |||||||||||||||||||||
HSBC Holdings PLC, 8.125% (Z) | 50,000 | 1,322,500 | |||||||||||||||||||||
HSBC USA, Inc., 6.500% (Z) | 19,500 | 499,590 | |||||||||||||||||||||
ING Groep NV, 6.200% (Z) | 109,100 | 2,788,596 | |||||||||||||||||||||
ING Groep NV, 7.050% (Z) | 150,000 | 3,948,000 | |||||||||||||||||||||
JPMorgan Chase & Co., 5.450% (Z) | 245,000 | 6,063,750 | |||||||||||||||||||||
JPMorgan Chase & Co., 5.500% (Z) | 987,500 | 24,381,375 | |||||||||||||||||||||
JPMorgan Chase & Co., 6.100% (Z) | 510,000 | 12,908,100 | |||||||||||||||||||||
JPMorgan Chase & Co., 6.125% | 98,888 | 2,506,811 |
Shares | Value | ||||||||||||||||||||||
Financials (continued) | |||||||||||||||||||||||
Banks (continued) | |||||||||||||||||||||||
JPMorgan Chase & Co., 6.700% (Z) | 30,000 | $810,000 | |||||||||||||||||||||
RBS Capital Funding Trust VII, 6.080% (Z) | 983,000 | 24,476,700 | |||||||||||||||||||||
Royal Bank of Scotland Group PLC, Series L, 5.750% (Z) | 760,000 | 18,764,400 | |||||||||||||||||||||
Santander Holdings USA, Inc., Series C, 7.300% (Z) | 110,000 | 2,838,000 | |||||||||||||||||||||
The PNC Financial Services Group, Inc., 5.375% (C) | 280,000 | 7,103,600 | |||||||||||||||||||||
The PNC Financial Services Group, Inc. (6.125% to 5-1-22, then 3 month LIBOR + 4.067%) (Z) | 40,000 | 1,114,000 | |||||||||||||||||||||
U.S. Bancorp, 5.150% (C) | 775,000 | 19,630,750 | |||||||||||||||||||||
U.S. Bancorp (6.500% to 1-15-22, then 3 month LIBOR + 4.468%) (Z) | 296,000 | 8,578,080 | |||||||||||||||||||||
Wells Fargo & Company, 6.000% (Z) | 215,000 | 5,581,400 | |||||||||||||||||||||
Wells Fargo & Company, 8.000% (Z) | 1,200,000 | 33,660,000 | |||||||||||||||||||||
Capital markets 16.9% | |||||||||||||||||||||||
Deutsche Bank Contingent Capital Trust II, 6.550% (C) | 310,000 | 8,004,200 | |||||||||||||||||||||
Deutsche Bank Contingent Capital Trust III, 7.600% (Z) | 797,893 | 21,335,659 | |||||||||||||||||||||
Morgan Stanley, 6.625% (Z) | 1,057,915 | 28,309,805 | |||||||||||||||||||||
Morgan Stanley (6.375% to 10-15-24, then 3 month LIBOR + 3.708%) (Z) | 220,000 | 5,698,000 | |||||||||||||||||||||
Morgan Stanley (7.125% to 10-15-23, then 3 month LIBOR + 4.320%) (Z) | 300,000 | 8,355,000 | |||||||||||||||||||||
State Street Corp., 5.250% (Z) | 910,000 | 23,277,800 | |||||||||||||||||||||
State Street Corp., 6.000% | 192,065 | 4,964,880 | |||||||||||||||||||||
State Street Corp. (5.900% to 3-15-24, then 3 month LIBOR + 3.108%) | 25,000 | 665,500 | |||||||||||||||||||||
The Bank of New York Mellon Corp., 5.200% (Z) | 425,000 | 10,918,250 | |||||||||||||||||||||
The Goldman Sachs Group, Inc., 5.950% (C) | 950,000 | 24,301,000 | |||||||||||||||||||||
The Goldman Sachs Group, Inc., Series B, 6.200% (Z) | 215,000 | 5,501,850 | |||||||||||||||||||||
Consumer finance 2.9% | |||||||||||||||||||||||
Capital One Financial Corp., 6.700% | 40,000 | 1,088,400 | |||||||||||||||||||||
Capital One Financial Corp., 6.200% | 80,000 | 2,068,000 | |||||||||||||||||||||
HSBC Finance Corp., Depositary Shares, Series B, 6.360% (Z) | 700,000 | 17,752,000 | |||||||||||||||||||||
SLM Corp., Series A, 6.970% (Z) | 74,000 | 3,226,400 | |||||||||||||||||||||
Insurance 0.4% | |||||||||||||||||||||||
Aegon NV, 6.500% | 96,512 | 2,513,172 | |||||||||||||||||||||
Prudential Financial, Inc., 5.750% | 40,000 | 1,039,200 | |||||||||||||||||||||
Real estate investment trusts 0.2% | |||||||||||||||||||||||
Ventas Realty LP, 5.450% (Z) | 45,000 | 1,189,800 | |||||||||||||||||||||
Thrifts and mortgage finance 0.0% | |||||||||||||||||||||||
Federal National Mortgage Association, Series S, 8.250% (I) | 60,000 | 283,560 | |||||||||||||||||||||
Industrials 0.4% | 3,261,250 | ||||||||||||||||||||||
Machinery 0.4% | |||||||||||||||||||||||
Stanley Black & Decker, Inc., 5.750% (Z) | 125,000 | 3,261,250 |
Shares | Value | ||||||||||||||||||||||
Telecommunication services 5.8% | $48,845,040 | ||||||||||||||||||||||
Diversified telecommunication services 3.9% | |||||||||||||||||||||||
Qwest Corp., 6.125% (Z) | 730,000 | 18,162,400 | |||||||||||||||||||||
Qwest Corp., 7.375% (Z) | 366,000 | 9,446,460 | |||||||||||||||||||||
Qwest Corp., 7.500% (Z) | 120,000 | 3,144,000 | |||||||||||||||||||||
Verizon Communications, Inc., 5.900% (Z) | 73,000 | 1,956,400 | |||||||||||||||||||||
Wireless telecommunication services 1.9% | |||||||||||||||||||||||
Telephone & Data Systems, Inc., 5.875% | 340,000 | 8,398,000 | |||||||||||||||||||||
Telephone & Data Systems, Inc., 6.625% (Z) | 30,000 | 761,400 | |||||||||||||||||||||
Telephone & Data Systems, Inc., 6.875% (Z) | 243,000 | 6,211,080 | |||||||||||||||||||||
United States Cellular Corp., 6.950% (Z) | 30,000 | 765,300 | |||||||||||||||||||||
Utilities 19.2% | 160,191,547 | ||||||||||||||||||||||
Electric utilities 16.7% | |||||||||||||||||||||||
Duke Energy Corp., 5.125% (Z) | 210,000 | 5,308,800 | |||||||||||||||||||||
Entergy Arkansas, Inc., 4.560% | 9,388 | 889,513 | |||||||||||||||||||||
Entergy Arkansas, Inc., 6.450% | 135,000 | 3,435,750 | |||||||||||||||||||||
Entergy Mississippi, Inc., 4.920% | 8,190 | 807,227 | |||||||||||||||||||||
Entergy Mississippi, Inc., 6.250% (C) | 197,500 | 4,986,875 | |||||||||||||||||||||
Gulf Power Company, 5.600% | 100,155 | 10,277,876 | |||||||||||||||||||||
Interstate Power & Light Company, 5.100% | 1,380,000 | 35,535,000 | |||||||||||||||||||||
Mississippi Power Company, 5.250% | 267,500 | 6,837,300 | |||||||||||||||||||||
NextEra Energy Capital Holdings, Inc., 5.000% (Z) | 110,000 | 2,621,300 | |||||||||||||||||||||
NextEra Energy Capital Holdings, Inc., 5.125% (Z) | 25,000 | 611,250 | |||||||||||||||||||||
NextEra Energy Capital Holdings, Inc., 5.700% (Z) | 225,000 | 5,814,000 | |||||||||||||||||||||
PPL Capital Funding, Inc., 5.900% (Z) | 1,010,000 | 25,593,400 | |||||||||||||||||||||
SCE Trust I, 5.625% | 143,777 | 3,689,318 | |||||||||||||||||||||
SCE Trust II, 5.100% | 1,275,000 | 31,224,750 | |||||||||||||||||||||
The Southern Company, 6.250% | 80,000 | 2,112,000 | |||||||||||||||||||||
Multi-utilities 2.5% | |||||||||||||||||||||||
BGE Capital Trust II, 6.200% (Z) | 247,000 | 6,352,840 | |||||||||||||||||||||
DTE Energy Company, 6.500% (Z) | 175,000 | 4,693,500 | |||||||||||||||||||||
DTE Energy Company, 5.250% (C) | 165,000 | 4,052,400 | |||||||||||||||||||||
Integrys Holding, Inc. (6.000% to 8-1-23, then 3 month LIBOR + 3.220%) (Z) | 210,000 | 5,348,448 | |||||||||||||||||||||
Rate (%) | Maturity date | Par value^ | Value | ||||||||||||||||||||
Corporate bonds 0.4% (0.3% of Total investments) | $3,337,500 | ||||||||||||||||||||||
(Cost $3,000,000) | |||||||||||||||||||||||
Utilities 0.4% | 3,337,500 | ||||||||||||||||||||||
Electric utilities 0.4% | |||||||||||||||||||||||
Southern California Edison Company (6.250% to 2-1-22, then 3 month LIBOR + 4.199%) (Q) | 6.250 | 02-01-22 | 3,000,000 | 3,337,500 |
Par value | Value | ||||||||||||||||||||||
Short-term investments 1.3% (0.8% of Total investments) | $10,618,000 | ||||||||||||||||||||||
(Cost $10,618,000) | |||||||||||||||||||||||
Repurchase agreement 1.3% | 10,618,000 | ||||||||||||||||||||||
Repurchase Agreement with State Street Corp. dated 10-30-15 at 0.000% to be repurchased at $10,618,000 on 11-2-15, collateralized by $3,320,000 Federal Home Loan Bank, 0.750% due 8-28-17 (valued at $3,324,316, including interest) and by $7,485,000 Federal Home Loan Mortgage Corp., 1.000% due 9-27-17 (valued at $7,513,443, including interest). | 10,618,000 | 10,618,000 | |||||||||||||||||||||
Total investments (Cost $1,085,637,246) 151.1% | $1,263,083,449 | ||||||||||||||||||||||
Other assets and liabilities, net (51.1%) | ($427,368,868 | ) | |||||||||||||||||||||
Total net assets 100.0% | $835,714,581 |
The percentage shown for each investment category is the total value of the category as a percentage of the net assets of the fund. | |||||||||||||||||||||||
^All par values are denominated in U.S. dollars unless otherwise indicated. | |||||||||||||||||||||||
Key to Security Abbreviations and Legend | |||||||||||||||||||||||
ADR | American Depositary Receipts | ||||||||||||||||||||||
LIBOR | London Interbank Offered Rate | ||||||||||||||||||||||
(C) | All or a portion of this security is segregated as collateral for options. Total collateral value at 10-31-15 was $108,851,263. | ||||||||||||||||||||||
(I) | Non-income producing security. | ||||||||||||||||||||||
(Q) | Perpetual bonds have no stated maturity date. Date shown as maturity date is next call date. | ||||||||||||||||||||||
(Z) | A portion of this security is segregated as collateral pursuant to the Credit Facility Agreement. Total collateral value at 10-31-15 was $752,874,801. | ||||||||||||||||||||||
| At 10-31-15, the aggregate cost of investment securities for federal income tax purposes was $1,092,154,039. Net unrealized appreciation aggregated $170,929,410, of which $195,356,848 related to appreciated investment securities and $24,427,438 related to depreciated investment securities. |
Financial statements
STATEMENT OF ASSETS AND LIABILITIES 10-31-15
Assets | |||||||||||||||
Investments, at value (Cost $1,085,637,246) | $1,263,083,449 | ||||||||||||||
Cash | 130,403 | ||||||||||||||
Cash held at broker for futures contracts | 1,323,000 | ||||||||||||||
Cash segregated at custodian for swap contracts | 1,260,000 | ||||||||||||||
Receivable for investments sold | 250,000 | ||||||||||||||
Dividends and interest receivable | 2,761,487 | ||||||||||||||
Other receivables and prepaid expenses | 14,419 | ||||||||||||||
Total assets | 1,268,822,758 | ||||||||||||||
Liabilities | |||||||||||||||
Credit facility agreement payable | 427,900,000 | ||||||||||||||
Written options, at value (premium received $2,243,192) | 3,409,525 | ||||||||||||||
Swap contracts, at value | 1,250,751 | ||||||||||||||
Payable for futures variation margin | 76,558 | ||||||||||||||
Interest payable | 329,970 | ||||||||||||||
Payable to affiliates | |||||||||||||||
Accounting and legal services fees | 19,975 | ||||||||||||||
Transfer agent fees | 1,812 | ||||||||||||||
Trustees' fees | 3,129 | ||||||||||||||
Other liabilities and accrued expenses | 116,457 | ||||||||||||||
Total liabilities | 433,108,177 | ||||||||||||||
Net assets | $835,714,581 | ||||||||||||||
Net assets consist of | |||||||||||||||
Paid-in capital | $665,009,131 | ||||||||||||||
Undistributed net investment income | 6,175,148 | ||||||||||||||
Accumulated net realized gain (loss) on investments, futures contracts, options written and swap agreements | (10,332,501 | ) | |||||||||||||
Net unrealized appreciation (depreciation) on investments, futures contracts, options written and swap agreements | 174,862,803 | ||||||||||||||
Net assets | $835,714,581 | ||||||||||||||
Net asset value per share | |||||||||||||||
Based on 35,711,161 shares of beneficial interest outstanding unlimited number of shares authorized with no par value | $23.40 |
STATEMENT OF OPERATIONS For the year ended 10-31-15
Investment income | ||||||||||||||||||||||||||||||||||||||||
Dividends | $64,313,650 | |||||||||||||||||||||||||||||||||||||||
Interest | 187,500 | |||||||||||||||||||||||||||||||||||||||
Less foreign taxes withheld | (110,128 | ) | ||||||||||||||||||||||||||||||||||||||
Total investment income | 64,391,022 | |||||||||||||||||||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||||||||||||||||
Investment management fees | 9,637,158 | |||||||||||||||||||||||||||||||||||||||
Accounting and legal services fees | 241,158 | |||||||||||||||||||||||||||||||||||||||
Transfer agent fees | 25,941 | |||||||||||||||||||||||||||||||||||||||
Trustees' fees | 54,344 | |||||||||||||||||||||||||||||||||||||||
Printing and postage | 99,313 | |||||||||||||||||||||||||||||||||||||||
Professional fees | 110,377 | |||||||||||||||||||||||||||||||||||||||
Custodian fees | 101,382 | |||||||||||||||||||||||||||||||||||||||
Stock exchange listing fees | 34,206 | |||||||||||||||||||||||||||||||||||||||
Interest expense | 3,667,779 | |||||||||||||||||||||||||||||||||||||||
Other | 88,732 | |||||||||||||||||||||||||||||||||||||||
Total expenses | 14,060,390 | |||||||||||||||||||||||||||||||||||||||
Less expense reductions | (98,056 | ) | ||||||||||||||||||||||||||||||||||||||
Net expenses | 13,962,334 | |||||||||||||||||||||||||||||||||||||||
Net investment income | 50,428,688 | |||||||||||||||||||||||||||||||||||||||
Realized and unrealized gain (loss) | ||||||||||||||||||||||||||||||||||||||||
Net realized gain (loss) on | ||||||||||||||||||||||||||||||||||||||||
Investments | 30,442,804 | |||||||||||||||||||||||||||||||||||||||
Futures contracts | (4,490,065 | ) | ||||||||||||||||||||||||||||||||||||||
Written options | (3,994,048 | ) | ||||||||||||||||||||||||||||||||||||||
Swap contracts | (1,560,266 | ) | ||||||||||||||||||||||||||||||||||||||
20,398,425 | ||||||||||||||||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) of | ||||||||||||||||||||||||||||||||||||||||
Investments | (44,297,182 | ) | ||||||||||||||||||||||||||||||||||||||
Futures contracts | 738,175 | |||||||||||||||||||||||||||||||||||||||
Written options | 6,145,524 | |||||||||||||||||||||||||||||||||||||||
Swap contracts | 208,605 | |||||||||||||||||||||||||||||||||||||||
(37,204,878 | ) | |||||||||||||||||||||||||||||||||||||||
Net realized and unrealized loss | (16,806,453 | ) | ||||||||||||||||||||||||||||||||||||||
Increase in net assets from operations | $33,622,235 |
STATEMENTS OF CHANGES IN NET ASSETS
Year ended 10-31-15 | Year ended 10-31-14 | ||||||||||||||||||||||||||||
Increase (decrease) in net assets | |||||||||||||||||||||||||||||
From operations | |||||||||||||||||||||||||||||
Net investment income | $50,428,688 | $57,044,755 | |||||||||||||||||||||||||||
Net realized gain | 20,398,425 | 13,578,807 | |||||||||||||||||||||||||||
Change in net unrealized appreciation (depreciation) | (37,204,878 | ) | 96,329,484 | ||||||||||||||||||||||||||
Increase in net assets resulting from operations | 33,622,235 | 166,953,046 | |||||||||||||||||||||||||||
Distributions to shareholders | |||||||||||||||||||||||||||||
From net investment income | (53,304,313 | ) | (50,259,970 | ) | |||||||||||||||||||||||||
From fund share transactions | |||||||||||||||||||||||||||||
Repurchased | (27,270,838 | ) | (9,175,619 | ) | |||||||||||||||||||||||||
Total increase (decrease) | (46,952,916 | ) | 107,517,457 | ||||||||||||||||||||||||||
Net assets | |||||||||||||||||||||||||||||
Beginning of year | 882,667,497 | 775,150,040 | |||||||||||||||||||||||||||
End of year | $835,714,581 | $882,667,497 | |||||||||||||||||||||||||||
Undistributed net investment income | $6,175,148 | $10,543,690 | |||||||||||||||||||||||||||
Share activity | |||||||||||||||||||||||||||||
Shares outstanding | |||||||||||||||||||||||||||||
Beginning of year | 37,052,501 | 37,541,388 | |||||||||||||||||||||||||||
Shares repurchased | (1,341,340 | ) | (488,887 | ) | |||||||||||||||||||||||||
End of year | 35,711,161 | 37,052,501 |
STATEMENT OF CASH FLOWS For the year ended 10-31-15
Cash flows from operating activities | ||||||
Net increase in net assets from operations | $33,622,235 | |||||
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: | ||||||
Long-term investments purchased | (140,018,141) | |||||
Long-term investments sold | 175,841,521 | |||||
Decrease in short-term investments | 4,312,000 | |||||
Increase in cash held at broker for futures contracts | (147,000) | |||||
Increase in cash segregated at custodian for swap contracts | (40,000) | |||||
Increase in receivable for investments sold | (250,000) | |||||
Increase in dividends and interest receivable | (250,472) | |||||
Increase in unrealized appreciation/depreciation of swap contracts | (208,605) | |||||
Decrease in future variation margin | 336,866 | |||||
Decrease in other receivables and prepaid expenses | 1,549 | |||||
Decrease in payable for written options | (6,419,725) | |||||
Increase in payable to affiliates | 11,325 | |||||
Decrease in other liabilities and accrued expenses | (35,055) | |||||
Increase in interest payable | 93,405 | |||||
Net change in unrealized (appreciation) depreciation on investments | 44,297,182 | |||||
Net realized gain on investments | (30,442,804) | |||||
Net cash provided by operating activities | $80,704,281 | |||||
Cash flows from financing activities | ||||||
Repurchase of common shares | (27,270,838) | |||||
Distributions to common shareholders | (53,304,313) | |||||
Net cash used in financing activities | ($80,575,151 | ) | ||||
Net increase in cash | $129,130 | |||||
Cash at beginning of period | $1,273 | |||||
Cash at end of period | $130,403 | |||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | $3,574,374 |
Financial highlights
COMMON SHARES Period Ended | 10-31-15 | 10-31-14 | 10-31-13 | 10-31-12 | 10-31-11 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share operating performance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset value, beginning of period | $23.82 | $20.65 | $20.49 | $18.27 | $16.58 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment income1 | 1.38 | 1.54 | 1.30 | 1.20 | 1.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net realized and unrealized gain (loss) on investments | (0.44 | ) | 2.95 | 0.03 | 2.20 | 1.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total from investment operations | 0.94 | 4.49 | 1.33 | 3.40 | 2.80 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less distributions to common shareholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
From net investment income | (1.45 | ) | (1.35 | ) | (1.18 | ) | (1.18 | ) | (1.12 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anti-dilutive impact of repurchase plan | 0.09 | 2 | 0.03 | 2 | 0.01 | 2 | | 0.01 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset value, end of period | $23.40 | $23.82 | $20.65 | $20.49 | $18.27 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per share market value, end of period | $20.98 | $21.84 | $18.34 | $19.07 | $16.64 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total return at net asset value (%)3,4 | 5.24 | 23.42 | 7.28 | 19.64 | 18.16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total return at market value (%)3 | 2.91 | 27.41 | 2.37 | 22.25 | 15.79 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ratios and supplemental data | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net assets applicable to common shares, end of period (in millions) | $836 | $883 | $775 | $773 | $690 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ratios (as a percentage of average net assets): | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses before reductions | 1.64 | 1.56 | 1.59 | 1.65 | 1.77 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expenses including reductions6 | 1.63 | 1.55 | 1.59 | 1.62 | 1.56 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment income | 5.88 | 6.95 | 6.29 | 6.19 | 6.98 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Portfolio turnover (%) | 11 | 7 | 23 | 12 | 16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Senior securities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total debt outstanding end of period (in millions) | $428 | $428 | $419 | $390 | $344 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset coverage per $1,000 of debt7 | $2,953 | $3,063 | $2,850 | $2,981 | $3,005 |
1 | Based on average daily shares outstanding. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2 | The repurchase plan was completed at an average repurchase price of $20.33, $18.77, $18.09 and $15.28, respectively, for 1,341,340 shares, 488,887 shares, 193,358 shares and 276,671 shares, respectively. The repurchases for the periods ended 10-31-15, 10-31-14, 10-31-13 and 10-31-11 were $27,270,838, $9,175,619, $3,496,915 and $4,227,969, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
3 | Total return based on net asset value reflects changes in the fund's net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that distributions from income, capital gains and tax return of capital, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the fund's shares traded during the period. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4 | Total returns would have been lower had certain expenses not been reduced during the applicable periods. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
5 | Includes non-recurring litigation fees which represent 0.02% of average net assets for the year ended 10-31-11. Insurance recovery expense reduction for the year ended 10-31-11 represents 0.11% of average net assets. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6 | Expenses excluding interest expense were 1.20%, 1.22%, 1.23%, 1.17% and 1.03% for the periods ended 10-31-15, 10-31-14, 10-31-13, 10-31-12 and 10-31-11, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7 | Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end (Note 8). As debt outstanding changes, the level of invested assets may change accordingly. Asset coverage ratio provides a measure of leverage. |
Note 1 Organization
John Hancock Tax-Advantaged Dividend Income Fund (the fund) is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act).
Note 2 Significant accounting policies
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP), which require management to make certain estimates and assumptions as of the date of the financial statements. Actual results could differ from those estimates and those differences could be significant. The fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of US GAAP.
Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the fund:
Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 p.m., Eastern Time. In order to value the securities, the fund uses the following valuation techniques: Equity securities held by the fund are valued at the last sale price or official closing price on the exchange where the security was acquired or most likely will be sold. In the event there were no sales during the day or closing prices are not available, the securities are valued using the last available bid price. Debt obligations are valued based on the evaluated prices provided by an independent pricing vendor or from broker-dealers. Independent pricing vendors utilize matrix pricing which takes into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, as well as broker supplied prices. Options listed on an exchange are valued at the mean of the most recent bid and ask prices from the exchange where the option was acquired or most likely will be sold. Swaps are valued using evaluated prices obtained from an independent pricing vendor. Futures contracts are valued at settlement prices, which are the official closing prices published by the exchange on which they trade. Foreign securities are valued in U.S. dollars, based on foreign currency exchange rates supplied by an independent pricing vendor. Securities that trade only in the over-the-counter (OTC) market are valued using bid prices. Other portfolio securities and assets, for which reliable market quotations are not readily available, are valued at fair value as determined in good faith by the fund's Pricing Committee following procedures established by the Board of Trustees. The frequency with which these fair valuation procedures are used cannot be predicted and fair value of securities may differ significantly from the value that would have been used had a ready market for such securities existed.
The fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using other significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the fund's own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events or trends, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation techniques and related inputs may result in transfers into or out of an assigned level within the disclosure hierarchy.
The following is a summary of the values by input classification of the fund's investments as of October 31, 2015, by major security category or type:
Total value at 10-31-15 |
Level 1 quoted price |
Level 2 significant observable inputs |
Level 3 significant unobservable inputs |
||||||||||||||
Common stocks | |||||||||||||||||
Energy | $103,066,860 | $103,066,860 | | |
18
Total value at 10-31-15 |
Level 1 quoted price |
Level 2 significant observable inputs |
Level 3 significant unobservable inputs |
||||||||||||||
Materials | 765,050 | 765,050 | | | |||||||||||||
Telecommunication services | 30,362,122 | 30,362,122 | | | |||||||||||||
Utilities | 466,336,091 | 466,336,091 | | | |||||||||||||
Preferred securities | |||||||||||||||||
Energy | 1,972,400 | 1,972,400 | | | |||||||||||||
Financials | 434,327,589 | 434,327,589 | | | |||||||||||||
Industrials | 3,261,250 | 3,261,250 | | | |||||||||||||
Telecommunication services | 48,845,040 | 46,888,640 | $1,956,400 | | |||||||||||||
Utilities | 160,191,547 | 137,881,608 | 22,309,939 | | |||||||||||||
Corporate bonds | |||||||||||||||||
Utilities | 3,337,500 | | 3,337,500 | | |||||||||||||
Short-term investments | 10,618,000 | | 10,618,000 | | |||||||||||||
Total investments in securities | $1,263,083,449 | $1,224,861,610 | $38,221,839 | | |||||||||||||
Other financial instruments | |||||||||||||||||
Futures | ($166,316 | ) | ($166,316 | ) | | | |||||||||||
Written options | ($3,409,525 | ) | ($3,409,525 | ) | | | |||||||||||
Interest rate swaps | ($1,250,751 | ) | | ($1,250,751 | ) | |
Repurchase agreements. The fund may enter into repurchase agreements. When the fund enters into a repurchase agreement, it receives collateral that is held in a segregated account by the fund's custodian. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. Collateral received by the fund for repurchase agreements is disclosed in the Fund's investments as part of the caption related to the repurchase agreement.
Repurchase agreements are typically governed by the terms and conditions of the Master Repurchase Agreement and/or Global Master Repurchase Agreement (collectively, MRA). Upon an event of default, the non-defaulting party may close out all transactions traded under the MRA and net amounts owed. Absent an event of default, assets and liabilities resulting from repurchase agreements are not offset in the Statement of assets and liabilities. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline or the counterparty may have insufficient assets to pay back claims resulting from close-out of the transactions.
Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Interest income includes coupon interest and amortization/accretion of premiums/discounts on debt securities. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by stopping current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful. Dividend income is recorded on the ex-date, except for dividends of foreign securities where the dividend may not be known until after the ex-date. In those cases, dividend income, net of withholding taxes, is recorded when the fund becomes aware of the dividends. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.
Foreign taxes. The fund may be subject to withholding tax on income and/or capital gains or repatriation taxes imposed by certain countries in which the fund invests. Taxes are accrued based upon investment income, realized gains or unrealized appreciation.
Overdrafts. Pursuant to the custodian agreement, the fund's custodian may, in its discretion, advance funds to the fund to make properly authorized payments. When such payments result in an overdraft, the fund is obligated to repay the custodian
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for any overdraft, including any costs or expenses associated with the overdraft. The custodian may have a lien, security interest or security entitlement in any fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.
Expenses. Within the John Hancock group of funds complex, expenses that are directly attributable to an individual fund are allocated to such fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund's relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Federal income taxes. The fund intends to continue to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.
Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.
For federal income tax purposes, as of October 31, 2015, the fund has a capital loss carryforward of $5,580,087 available to offset future net realized capital gains, which expires on October 31, 2017.
As of October 31, 2015, the fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The fund's federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.
Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The fund generally declares and pays dividends monthly and capital gain distributions, if any, annually. The tax character of distributions for the years ended October 31, 2015 and 2014 was as follows:
October 31, 2015 | October 31, 2014 | |
Ordinary Income | $53,304,313 | $50,259,970 |
As of October 31, 2015, the components of distributable earnings on a tax basis consisted of $6,175,148 of undistributed ordinary income.
Such distributions and distributable earnings, on a tax basis, are determined in conformity with income tax regulations, which may differ from US GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in the fund's financial statements as a return of capital.
Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to wash sale loss deferrals and derivative transactions.
Statement of cash flows. Information on financial transactions that have been settled through the receipt and disbursement of cash is presented in the Statement of cash flows. The cash amount shown in the Statement of cash flows is the amount included in the fund's Statement of assets and liabilities and represents the cash on hand at the fund's custodian and does not include any short-term investments or cash segregated at the custodian for swap contracts and at the broker for futures contracts.
Note 3 Derivative instruments
The fund may invest in derivatives in order to meet its investment objective. Derivatives include a variety of different instruments that may be traded in the OTC market, on a regulated exchange or through a clearing facility. The risks in using derivatives vary depending upon the structure of the instruments, including the use of leverage, optionality, the liquidity or
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lack of liquidity of the contract, the creditworthiness of the counterparty or clearing organization and the volatility of the position. Some derivatives involve risks that are potentially greater than the risks associated with investing directly in the referenced securities or other referenced underlying instrument. Specifically, the fund is exposed to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction.
Certain swaps are traded through the OTC market. Derivative counterparty risk is managed through an ongoing evaluation of the creditworthiness of all potential counterparties and, if applicable, designated clearing organizations. The fund attempts to reduce its exposure to counterparty risk for derivatives traded in the OTC market, whenever possible, by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement with each of its OTC counterparties. The ISDA gives each party to the agreement the right to terminate all transactions traded under the agreement if there is certain deterioration in the credit quality or contractual default of the other party, as defined in the ISDA. Upon an event of default or a termination of the ISDA, the non-defaulting party has the right to close out all transactions and to net amounts owed.
As defined by the ISDA, the fund may have collateral agreements with certain counterparties to mitigate counterparty risk on OTC derivatives. Subject to established minimum levels, collateral for OTC transactions is generally determined based on the net aggregate unrealized gain or loss on contracts with a particular counterparty. Collateral pledged to the fund is held in a segregated account by a third-party agent or held by the custodian bank for the benefit of the fund and can be in the form of cash or debt securities issued by the U.S. government or related agencies; collateral posted by the fund for OTC transactions is held in a segregated account at the fund's custodian and is noted in the accompanying Fund's investments, or if cash is posted, on the Statement of assets and liabilities. The fund's maximum risk of loss due to counterparty risk is equal to the asset value of outstanding contracts offset by collateral received.
Futures and certain options are traded or cleared on an exchange. Exchange-traded transactions generally present less counterparty risk to a fund than OTC transactions. The exchange stands between the fund and the broker to the contract and therefore, credit risk is generally limited to the failure of the exchange or clearinghouse and the clearing member.
Futures. A futures contract is a contractual agreement to buy or sell a particular currency or financial instrument at a pre-determined price in the future. Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in the underlying financial instrument and potential losses in excess of the amounts recognized on the Statement of assets and liabilities. Use of long futures contracts subjects the fund to the risk of loss up to the notional value of the futures contracts. Use of short futures contracts subjects the fund to unlimited risk of loss.
Upon entering into a futures contract, the fund is required to deposit initial margin with the broker in the form of cash or securities. The amount of required margin is generally based on a percentage of the contract value; this amount is the initial margin for the trade. The margin deposit must then be maintained at the established level over the life of the contract. Futures margin receivable / payable is included on the Statement of assets and liabilities. Futures contracts are marked-to-market daily and an appropriate payable or receivable for the change in value (variation margin) and unrealized gain or loss is recorded by the fund. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
During the year ended October 31, 2015, the fund used futures contracts to manage against anticipated interest rate changes. The fund held futures contracts with notional values ranging from $123.8 million to $128.3 million as measured at each quarter end. The following table summarizes the contracts held at October 31, 2015:
Open contracts | Number of contracts |
Position | Expiration date |
Notional basis* |
Notional value |
Unrealized appreciation (depreciation) |
||||||||||||||
10-Year U.S. Treasury Note Futures | 980 | Short | Dec 2015 | ($124,967,434 | ) | ($125,133,750 | ) | ($166,316 | ) | |||||||||||
($166,316 | ) |
*Notional basis refers to the contractual amount agreed upon at inception of open contracts; notional value represents the current value of the open contract.
Options. There are two types of options, put options and call options. Options are traded either OTC or on an exchange. A call option gives the purchaser of the option the right to buy (and the seller the obligation to sell) the underlying instrument
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at the exercise price. A put option gives the purchaser of the option the right to sell (and the writer the obligation to buy) the underlying instrument at the exercise price. Writing puts and buying calls may increase the fund's exposure to changes in the value of the underlying instrument. Buying puts and writing calls may decrease the fund's exposure to such changes. Risks related to the use of options include the loss of premiums, possible illiquidity of the options markets, trading restrictions imposed by an exchange and movements in underlying security values, and for written options, potential losses in excess of the amounts recognized on the Statement of assets and liabilities. In addition, OTC options are subject to the risks of all OTC derivatives contracts.
When the fund purchases an option, the premium paid by the fund is included in the Fund's investments and subsequently "marked-to-market" to reflect current market value. If the purchased option expires, the fund realizes a loss equal to the cost of the option. If the fund enters into a closing sale transaction, the fund realizes a gain or loss, depending on whether proceeds from the closing sale are greater or less than the original cost. When the fund writes an option, the premium received is included as a liability and subsequently "marked-to-market" to reflect the current market value of the option written. Premiums received from writing options that expire unexercised are recorded as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium received reduces the cost basis of the securities purchased by the fund.
During the year ended October 31, 2015, the fund wrote option contracts to hedge against anticipated changes in securities markets and to generate potential income. The following tables summarize the fund's written options activities during the year ended October 31, 2015 and the contracts held at October 31, 2015:
Number of contracts | Premiums received | ||||||||||
Outstanding, beginning of period | 770 | $2,517,393 | |||||||||
Options written | 8,465 | 20,999,521 | |||||||||
Option closed | (6,125 | ) | (18,467,044 | ) | |||||||
Options exercised | | | |||||||||
Options expired | (2,450 | ) | (2,806,678 | ) | |||||||
Outstanding, end of period | 660 | $2,243,192 |
Name of issuer | Exercise price |
Expiration date |
Number of contracts |
Premium | Value | ||||||||||||
Calls | |||||||||||||||||
S&P 500 Index | $2,030 | Jan 2016 | 410 | $2,220,953 | ($3,347,650 | ) | |||||||||||
S&P 500 Index | 2,225 | Jan 2016 | 250 | 22,239 | (61,875 | ) | |||||||||||
Total | 660 | $2,243,192 | ($3,409,525 | ) |
Interest rate swaps. Interest rate swaps represent an agreement between the fund and a counterparty to exchange cash flows based on the difference between two interest rates applied to a notional amount. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The fund settles accrued net interest receivable or payable under the swap contracts at specified, future intervals. Swap agreements are privately negotiated in the OTC market or may be executed on a registered commodities exchange (centrally cleared swaps). Swaps are marked-to-market daily and the change in value is recorded as unrealized appreciation/depreciation of swap contracts. A termination payment by the counterparty or the fund is recorded as realized gain or loss, as well as the net periodic payments received or paid by the fund. The value of the swap will typically impose collateral posting obligations on the party that is considered out-of-the-money on the swap.
Entering into swap agreements involves, to varying degrees, elements of credit, market and documentation risk that may amount to values that are in excess of the amounts recognized on the Statement of assets and liabilities. Such risks involve the possibility that there will be no liquid market for the swap, or that a counterparty may default on its obligation or delay payment under the swap terms. The counterparty may disagree or contest the terms of the swap. Market risks may also accompany the swap, including interest rate risk. The fund may also suffer losses if it is unable to terminate or assign outstanding swaps or reduce its exposure through offsetting transactions.
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During the year ended October 31, 2015, the fund used interest rate swaps to manage against anticipated interest rate changes. The following table summarizes the interest rate swap contracts held as of October 31, 2015:
Counterparty | USD notional amount |
Payments made by fund |
Payments received by fund |
Maturity date |
Market value |
||||||||||||
Morgan Stanley Capital Services |
$86,000,000 | Fixed 1.4625% | 3-month LIBOR (a) | Aug 2016 | ($870,705 | ) | |||||||||||
Morgan Stanley Capital Services |
86,000,000 | Fixed 0.8750% | 3-month LIBOR (a) | Jul 2017 | (380,046 | ) | |||||||||||
Total | $172,000,000 | ($1,250,751 | ) |
(a) At 10-31-15, 3-month LIBOR was 0.3341%
No interest rate swap positions were entered into or closed during the year ended October 31, 2015.
Fair value of derivative instruments by risk category
The table below summarizes the fair value of derivatives held by the fund at October 31, 2015 by risk category:
Risk | Statement of assets and liabilities location |
Financial instruments location |
Asset derivatives fair value |
Liability derivatives fair value |
||||||||||
Interest rate | Receivable/payable for futures | Futures | | ($166,316 | ) | |||||||||
Equity | Written options, at value | Written options | | (3,409,525 | ) | |||||||||
Interest rate | Swap contracts, at value | Interest rate swaps | | (1,250,751 | ) | |||||||||
Total | | ($4,826,592 | ) |
Reflects cumulative appreciation/depreciation on futures as disclosed in Note 3. Only the period end variation margin is separately disclosed on the Statement of assets and liabilities.
Effect of derivative instruments on the Statement of operations
The table below summarizes the net realized gain (loss) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the year ended October 31, 2015:
Risk | Statement of operations location |
Futures contracts |
Written options |
Swap contracts |
Total | ||||||||||||
Interest rate | Net realized gain (loss) | ($4,490,065 | ) | | ($1,560,266 | ) | ($6,050,331 | ) | |||||||||
Equity | Net realized gain (loss) | | ($3,994,048 | ) | | (3,994,048 | ) | ||||||||||
Total | ($4,490,065 | ) | ($3,994,048 | ) | ($1,560,266 | ) | ($10,044,379 | ) |
The table below summarizes the net change in unrealized appreciation (depreciation) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the year ended October 31, 2015:
Risk | Statement of operations location |
Futures contracts |
Written options |
Swap contracts |
Total |
Interest rate | Change in unrealized appreciation (depreciation) |
$738,175 | | $208,605 | $946,780 |
Equity | Change in unrealized appreciation (depreciation) |
| $6,145,524 | | 6,145,524 |
Total | $738,175 | $6,145,524 | $208,605 | $7,092,304 |
Note 4 Guarantees and indemnifications
Under the fund's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into contracts with service providers that contain general indemnification clauses. The fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the fund that have not yet occurred. The risk of material loss from such claims is considered remote.
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Note 5 Fees and transactions with affiliates
John Hancock Advisers, LLC (the Advisor) serves as investment advisor for the fund. The Advisor is an indirect, wholly owned subsidiary of Manulife Financial Corporation (MFC).
Management fee. The fund has an investment management agreement with the Advisor under which the fund pays a daily management fee to the Advisor, equivalent on an annual basis, to 0.75% of the fund's average daily managed assets (net assets plus borrowings under the Credit Facility Agreement) (see Note 8). The Advisor has a subadvisory agreement with John Hancock Asset Management a division of Manulife Asset Management (US) LLC, an indirectly owned subsidiary of MFC and an affiliate of the Advisor, and a subadvisory agreement with Analytic Investors, LLC. The fund is not responsible for payment of the subadvisory fees.
The Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock group of funds complex, including the fund (the participating portfolios). This waiver is based upon aggregate net assets of all the participating portfolios. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. During the year ended October 31, 2015, this waiver amounted to 0.01% of the fund's average managed assets. This arrangement may be amended or terminated at any time by the Advisor upon notice to the fund and with the approval of the Board of Trustees.
The expense reductions described above amounted to $98,056 for the year ended October 31, 2015.
The investment management fees, including the impact of the waivers and reimbursements as described above, incurred for the year ended October 31, 2015 were equivalent to a net annual effective rate of 0.74% of the fund's average daily managed assets.
Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, accounting and recordkeeping services to the fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These accounting and legal services fees incurred for the year ended October 31, 2015 amounted to an annual rate of 0.02% of the fund's average daily managed assets.
Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. These Trustees receive from the fund and the other John Hancock closed-end funds an annual retainer. In addition, Trustee out-of-pocket expenses are allocated to each fund based on its net assets relative to other funds within the John Hancock group of funds complex.
Note 6 Fund share transactions
In December 2007, the Board of Trustees approved a share repurchase plan, which was subsequently reviewed and approved by the Board of Trustees each year in December. Under the current share repurchase plan, the fund may purchase in the open market up to 10% of its outstanding common shares as of December 31, 2014. The current share repurchase plan will remain in effect between January 1, 2015 and December 31, 2015.
During the years ended October 31, 2015 and 2014, the fund repurchased 3.62% and 1.30% of its common shares outstanding under the repurchase plan, respectively. The weighted average discount per share on these repurchases amount to 11.10% and 11.10% for the years ended October 31, 2015 and 2014, respectively. Shares repurchased and corresponding dollar amounts are included on the Statements of changes in net assets. The anti-dilutive impacts of these share repurchases are included on the Financial highlights.
Note 7 Leverage risk
The fund utilizes a Credit Facility Agreement (CFA) to increase its assets available for investment. When the fund leverages its assets, common shareholders bear the fees associated with the CFA and have potential to benefit or be disadvantaged from the use of leverage. The Advisor's fee is also increased in dollar terms from the use of leverage. Consequently, the fund and the Advisor may have differing interests in determining whether to leverage the fund's assets. Leverage creates risks that may adversely affect the return for the holders of common shares, including:
| the likelihood of greater volatility of net asset value and market price of common shares; |
24
| fluctuations in the interest rate paid for the use of the credit facility; |
| increased operating costs, which may reduce the fund's total return; |
| the potential for a decline in the value of an investment acquired through leverage, while the fund's obligations under such leverage remains fixed; and |
| the fund is more likely to have to sell securities in a volatile market in order to meet asset coverage or other debt compliance requirements. |
To the extent the income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the fund's return will be greater than if leverage had not been used, conversely, returns would be lower if the cost of the leverage exceeds the income or capital appreciation derived.
In addition to the risks created by the fund's use of leverage, the fund is subject to the risk that it would be unable to timely, or at all, obtain replacement financing if the CFA is terminated. Were this to happen, the fund would be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the fund's ability to generate income from the use of leverage would be adversely affected.
Note 8 Credit facility agreement
The fund has entered into a CFA with Credit Suisse Securities (USA) LLC (CSSU), pursuant to which the fund borrows money to increase its assets available for investment. In accordance with the 1940 Act, the fund's borrowings under the CFA will not exceed 33 1/3% of the fund's managed assets (net assets plus borrowings) at the time of any borrowing.
The fund pledges a portion of its assets as collateral to secure borrowings under the CFA. Such pledged assets are held in a special custody account with the fund's custodian. The amount of assets required to be pledged by the fund is determined in accordance with the CFA. The fund retains the benefits of ownership of assets pledged to secure borrowings under the CFA. Interest charged is at the rate of one-month LIBOR (London Interbank Offered Rate) plus 0.70% and is payable monthly. Prior to January 1, 2015, the interest rate charged under CFA was a rate of three-month LIBOR plus 0.41% (paid monthly). As of October 31, 2015, the fund had borrowings of $427,900,000, at an interest rate of 0.89%, which is reflected in the Credit facility agreement payable on the Statement of assets and liabilities. During the year ended October 31, 2015, the average borrowings under the CFA and the effective average interest rate were $427,900,000 and 0.86%, respectively.
Effective December 2, 2015, the CFA with CSSU has been terminated and the fund has entered into a new liquidity facility with State Street Bank and Trust Company (SSB). The new liquidity facility agreement with SSB includes a line of credit and will utilize securities lending and reverse repurchase agreements. Pursuant to the agreement, the fund may borrow up to $428 million and interest charged is at the rate of one-month LIBOR plus 0.625% and is payable monthly.
Note 9 Purchase and sale of securities
Purchases and sales of securities, other than short-term investments, amounted to $140,018,141 and $175,841,521, respectively, for the year ended October 31, 2015.
Note 10 Industry or sector risk
The fund generally invests a large percentage of its assets in one or more particular industries or sectors of the economy. If a large percentage of the fund's assets are economically tied to a single or small number of industries or sectors of the economy, the fund will be less diversified than a more broadly diversified fund, and it may cause the fund to underperform if that industry or sector underperforms. In addition, focusing on a particular industry or sector may make the fund's net asset value more volatile. Further, a fund that invests in particular industries or sectors is particularly susceptible to the impact of market, economic, regulatory and other factors affecting those industries or sectors.
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Report of Independent Registered Public Accounting Firm
To the Board of Trustees and Shareholders of John Hancock Tax-Advantaged Dividend Income Fund:
In our opinion, the accompanying statement of assets and liabilities, including the fund's investments, and the related statements of operations, of changes in net assets, and of cash flows and the financial highlights present fairly, in all material respects, the financial position of John Hancock Tax-Advantaged Dividend Income Fund (the "Fund") at October 31, 2015, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 17, 2015
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Unaudited
For federal income tax purposes, the following information is furnished with respect to the distributions of the fund, if any, paid during its taxable year ended October 31, 2015.
The fund reports the maximum amount allowable of its net taxable income as eligible for the corporate dividends-received deduction.
The fund reports the maximum amount allowable of its net taxable income as qualified dividend income as provided in the Jobs and Growth Tax Relief Reconciliation Act of 2003.
Eligible shareholders will be mailed a 2015 Form 1099-DIV in early 2016. This will reflect the tax character of all distributions paid in calendar year 2015.
Please consult a tax advisor regarding the tax consequences of your investment in the fund.
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Undaudited
Investment objective and policy
The fund is a closed-end, diversified management investment company, common shares of which were initially offered to the public on February 25, 2004, and are publicly traded on the New York Stock Exchange (the NYSE). The fund's investment objective is to provide a high level of after-tax total return from dividend income and gains and capital appreciation. The fund utilizes a credit facility agreement to increase its assets available for investments.
Under normal market conditions, the fund will invest at least 80% of its assets (net assets plus borrowings for investment purposes) in dividend-paying common and preferred securities that the subadvisors believe at the time of acquisition are eligible to pay dividends which, for individual shareholders, qualify for U.S. federal income taxation at rates applicable to long-term capital gains, which are currently taxed to noncorporate taxpayers at a maximum rate of 20% (15% or 0% for individuals in certain tax brackets) (tax-advantaged dividends). The fund will notify shareholders at least 60 days prior to any change in this 80% investment policy. Tax-advantaged dividends generally include dividends from domestic corporations and dividends from foreign corporations that meet certain specified criteria. The fund generally can pass the tax treatment of tax-advantaged dividends it receives through to its common shareholders. The fund may write (sell) covered call index options on up to 30% of the value of the fund's total assets.
Effective December 2, 2015, the Board of Trustees approved changes to the fund's investment policy regarding securities lending, replacing it with the following: "The fund may seek to obtain additional income or portfolio leverage by making secured loans of its portfolio securities with a value of up to 33 1/3% of its total assets. In such transactions, the borrower pays to the fund an amount equal to any dividends or interest received on loaned securities. The fund retains all or a portion of the dividends, interest, capital gains, and/or other distributions received on investment of cash collateral in short-term obligations of the U.S. government, cash equivalents (including shares of a fund managed by the fund's investment adviser or an affiliate thereof), or other investments consistent with the fund's investment objective, policies, and restrictions, or receives a fee from the borrower. As a result of investing such cash collateral in such investments, the fund will receive the benefit of any gains and bear any losses generated by such investments. All securities loans will be made pursuant to agreements requiring that the loans be continuously secured by collateral in cash or short-term debt obligations at least equal at all times to the market value of the loaned securities. The fund may pay reasonable finders', administrative and custodial fees in connection with loans of its portfolio securities. Although voting rights or rights to consent accompanying loaned securities pass to the borrower, the fund retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the fund with respect to matters materially affecting the fund's investment. The fund may also call a loan in order to sell the securities involved. Lending portfolio securities involves risks of delay in recovery of the loaned securities or, in some cases, loss of rights in the collateral should the borrower commence an action relating to bankruptcy, insolvency or reorganization. Accordingly, loans of portfolio securities will be made only to borrowers considered by the Adviser to be creditworthy under guidelines adopted by the Board of Trustees. Investing cash collateral received in connection with securities lending transactions in any investment that is consistent with the fund's investment objective, policies, and limitations may subject the fund to risk of loss greater than the risk of loss associated with investing collateral solely in short-term U.S. government obligations or cash equivalents."
The use of securities lending collateral to obtain leverage in the fund's investment portfolio may subject the fund to greater risk of loss than would reinvestment of collateral in short-term, highly-rated investments. Risks associated with the fund's use of leverage are discussed under Note 6 to the financial statements.
Interest rate swap risk. Entering into swap agreements involves, to varying degrees, elements of credit, market and documentation risk that may amount to values that are in excess of the amounts recognized on the Statement of assets and liabilities. Such risks involve the possibility that there will be no liquid market for the swap, or that a counterparty may default on its obligation or delay payment under the swap terms. The counterparty may disagree or contest the terms of the swap. Market risks may also accompany the swap, including interest rate risk. The fund may also suffer losses if it is unable to terminate or assign outstanding swaps or reduce its exposure through offsetting transactions.
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Dividends and distributions
During the year ended October 31, 2015, distributions from net investment income totaling $1.4520 per share were paid to shareholders. The dates of payments and the amounts per share were as follows:
Payment Date | Income Distributions |
November 28, 2014 | $0.1210 |
December 18, 2014 | 0.1210 |
January 30, 2015 | 0.1210 |
February 27, 2015 | 0.1210 |
March 31, 2015 | 0.1210 |
April 30, 2015 | 0.1210 |
May 29, 2015 | 0.1210 |
June 30, 2015 | 0.1210 |
July 31, 2015 | 0.1210 |
August 31, 2015 | 0.1210 |
September 30, 2015 | 0.1210 |
October 30, 2015 | 0.1210 |
Total | $1.4520 |
Dividend reinvestment plan
The fund's Dividend Reinvestment Plan (the Plan) provides that distributions of dividends and capital gains are automatically reinvested in common shares of the fund by Computershare Trust Company, N.A. (the Plan Agent). Every shareholder holding at least one full share of the fund is entitled to participate in the Plan. In addition, every shareholder who became a shareholder of the fund after June 30, 2011, and holds at least one full share of the fund will be automatically enrolled in the Plan. Shareholders may withdraw from the Plan at any time and shareholders who do not participate in the Plan will receive all distributions in cash.
If the fund declares a dividend or distribution payable either in cash or in common shares of the fund and the market price of shares on the payment date for the distribution or dividend equals or exceeds the fund's net asset value per share (NAV), the fund will issue common shares to participants at a value equal to the higher of NAV or 95% of the market price. The number of additional shares to be credited to each participant's account will be determined by dividing the dollar amount of the distribution or dividend by the higher of NAV or 95% of the market price. If the market price is lower than NAV, or if dividends or distributions are payable only in cash, then participants will receive shares purchased by the Plan Agent on participants' behalf on the NYSE or otherwise on the open market. If the market price exceeds NAV before the Plan Agent has completed its purchases, the average per share purchase price may exceed NAV, resulting in fewer shares being acquired than if the fund had issued new shares.
There are no brokerage charges with respect to common shares issued directly by the fund. However, whenever shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently $0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.
The reinvestment of dividends and net capital gains distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.
Shareholders participating in the Plan may buy additional shares of the fund through the Plan at any time in amounts of at least $50 per investment, up to a maximum of $10,000, with a total calendar year limit of $100,000. Shareholders will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. Purchases of additional shares of the fund will be made on the open market. Shareholders who elect to utilize monthly electronic fund transfers to buy additional shares of the fund will be charged a $2 transaction fee plus $0.05 per share brokerage trading fee for each automatic purchase. Shareholders can also sell fund shares held in the Plan account at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. The Plan Agent will mail a
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check (less applicable brokerage trading fees) on settlement date, which is three business days after the shares have been sold. If shareholders choose to sell shares through their stockbroker, they will need to request that the Plan Agent electronically transfer those shares to their stockbroker through the Direct Registration System.
Shareholders participating in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. Such termination will be effective immediately if the notice is received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination will be effective on the first trading day after the payment date for such dividend or distribution, with respect to any subsequent dividend or distribution. If shareholders withdraw from the Plan, their shares will be credited to their account; or, if they wish, the Plan Agent will sell their full and fractional shares and send the shareholders the proceeds, less a transaction fee of $5 and less brokerage trading fees of $0.05 per share. If a shareholder does not maintain at least one whole share of common stock in the Plan account, the Plan Agent may terminate such shareholder's participation in the Plan after written notice. Upon termination, shareholders will be sent a check for the cash value of any fractional share in the Plan account, less any applicable broker commissions and taxes.
Shareholders who hold at least one full share of the fund may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent's website at www.computershare.com/investor. If received in proper form by the Plan Agent before the record date of a dividend, the election will be effective with respect to all dividends paid after such record date. If shareholders wish to participate in the Plan and their shares are held in the name of a brokerage firm, bank or other nominee, shareholders should contact their nominee to see if it will participate in the Plan. If shareholders wish to participate in the Plan, but their brokerage firm, bank or other nominee is unable to participate on their behalf, they will need to request that their shares be re-registered in their own name, or they will not be able to participate. The Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by shareholders as representing the total amount registered in their name and held for their account by their nominee.
Experience under the Plan may indicate that changes are desirable. Accordingly, the fund and the Plan Agent reserve the right to amend or terminate the Plan. Participants generally will receive written notice at least 90 days before the effective date of any amendment. In the case of termination, participants will receive written notice at least 90 days before the record date for the payment of any dividend or distribution by the fund.
Effective November 1, 2013, the Plan was revised to provide that Computershare Trust Company, N.A. no longer provides mail loss insurance coverage when shareholders mail their certificates to the fund's administrator.
All correspondence or requests for additional information about the Plan should be directed to Computershare Trust Company, N.A., at the address stated below, or by calling 800-852-0218, 201-680-6578 (For International Telephone Inquiries) and 800-952-9245 (For the Hearing Impaired (TDD)).
Shareholder communication and assistance
If you have any questions concerning the fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the fund to the transfer agent at:
Computershare
P.O. Box 30170
College Station, TX 77842-3170
Telephone: 800-852-0218
If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance.
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Continuation of Investment Advisory and Subadvisory Agreements
Evaluation of Advisory and Subadvisory Agreements by the Board of Trustees
This section describes the evaluation by the Board of Trustees (the Board) of John Hancock Tax-Advantaged Dividend Income Fund (the fund) of the Advisory Agreement (the Advisory Agreement) with John Hancock Advisers, LLC (the Advisor) and the Subadvisory Agreements (the Subadvisory Agreements) with John Hancock Asset Management a division of Manulife Asset Management (US) LLC (JHAM) and Analytic Investors, LLC (Analytic and collectively, the Subadvisors). The Advisory Agreement and Subadvisory Agreements are collectively referred to as the Agreements. Prior to the June 23-25, 2015 meeting at which the Agreements were approved, the Board also discussed and considered information regarding the proposed continuation of the Agreements at an in-person meeting held on May 21-22, 2015.
Approval of Advisory and Subadvisory Agreements
At in-person meetings held on June 23-25, 2015, the Board, including the Trustees who are not considered to be interested persons of the fund under the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Trustees), reapproved for an annual period the continuation of the Advisory Agreement between the fund and the Advisor and the Subadvisory Agreements between the Advisor and the Subadvisors with respect to the fund.
In considering the Advisory Agreement and the Subadvisory Agreements, the Board received in advance of the meetings a variety of materials relating to the fund, the Advisor and the Subadvisors, including comparative performance, fee and expense information for a peer group of similar funds prepared by an independent third-party provider of fund data, performance information for an applicable benchmark index; and other pertinent information, such as the market premium and discount information, and, with respect to the Subadvisors, comparative performance information for comparably managed accounts, as applicable, and other information provided by the Advisor and the Subadvisors regarding the nature, extent and quality of services provided by the Advisor and the Subadvisors under their respective Agreements, as well as information regarding the Advisor's revenues and costs of providing services to the fund and any compensation paid to affiliates of the Advisor. At the meetings at which the renewal of the Advisory Agreement and Subadvisory Agreements are considered, particular focus is given to information concerning fund performance, comparability of fees and total expenses, and profitability. However, the Board notes that the evaluation process with respect to the Advisor and the Subadvisors is an ongoing one. In this regard, the Board also took into account discussions with management and information provided to the Board at prior meetings with respect to the services provided by the Advisor and the Subadvisors to the fund, including quarterly performance reports prepared by management containing reviews of investment results and prior presentations from the Subadvisors with respect to the fund. The Board noted the affiliation of JHAM with the Advisor, noting any potential conflicts of interest. The Board also considered the nature, quality, and extent of non-advisory services, if any, to be provided to the fund by the Advisor's affiliates.
Throughout the process, the Board asked questions of and requested additional information from management. The Board is assisted by counsel for the fund and the Independent Trustees are also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements and discussed the proposed continuation of the Agreements in private sessions with their independent legal counsel at which no representatives of management were present.
Approval of Advisory Agreement
In approving the Advisory Agreement with respect to the fund, the Board, including the Independent Trustees, considered a variety of factors, including those discussed below. The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry) and does not treat any single factor as determinative, and each Trustee may attribute different weights to different factors. The Board's conclusions may be based in part on its consideration of the advisory and subadvisory arrangements in prior years and on the Board's ongoing regular review of fund performance and operations throughout the year.
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Nature, extent, and quality of services. Among the information received by the Board from the Advisor relating to the nature, extent, and quality of services provided to the fund, the Board reviewed information provided by the Advisor relating to its operations and personnel, descriptions of its organizational and management structure, and information regarding the Advisor's compliance and regulatory history, including its Form ADV. The Board also noted that on a regular basis it receives and reviews information from the fund's Chief Compliance Officer (CCO) regarding the fund's compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the Advisor's risk management processes. The Board considered that the Advisor is responsible for the management of the day-to-day operations of the fund, including, but not limited to, general supervision of and coordination of the services provided by the Subadvisors, and is also responsible for monitoring and reviewing the activities of the Subadvisors and other third-party service providers.
The Board also considered the differences between the Advisor's services to the fund and the services it provides to other clients that are not closed-end funds, including, for example, the differences in services related to the regulatory and legal obligations of closed-end funds.
In considering the nature, extent, and quality of the services provided by the Advisor, the Trustees also took into account their knowledge of the Advisor's management and the quality of the performance of the Advisor's duties, through Board meetings, discussions and reports during the preceding year and through each Trustee's experience as a Trustee of the fund and of the other funds in the John Hancock group of funds complex (the John Hancock Fund Complex).
In the course of their deliberations regarding the Advisory Agreement, the Board considered, among other things:
(a) | the skills and competency with which the Advisor has in the past managed the fund's affairs and its subadvisory relationships, the Advisor's oversight and monitoring of the Subadvisors' investment performance and compliance programs, such as the Subadvisors' compliance with fund policies and objectives, review of brokerage matters, including with respect to trade allocation and best execution and the Advisor's timeliness in responding to performance issues; | |
(b) | the background, qualifications and skills of the Advisor's personnel; | |
(c) | the Advisor's compliance policies and procedures and its responsiveness to regulatory changes and fund industry developments; | |
(d) | the Advisor's administrative capabilities, including its ability to supervise the other service providers for the fund; | |
(e) | the financial condition of the Advisor and whether it has the financial wherewithal to provide a high level and quality of services to the fund; and | |
(f) | the Advisor's reputation and experience in serving as an investment advisor to the fund and the benefit to shareholders of investing in funds that are part of a family of funds offering a variety of investments. |
The Board concluded that the Advisor may reasonably be expected to continue to provide a high quality of services under the Advisory Agreement with respect to the fund.
Investment performance. In considering the fund's performance, the Board noted that it reviews at its regularly scheduled meetings information about the fund's performance results. In connection with the consideration of the Advisory Agreement, the Board:
(a) | reviewed information prepared by management regarding the fund's performance; | |||||||
(b) | considered the comparative performance of an applicable benchmark index; | |||||||
(c) | considered the performance of comparable funds, if any, as included in the report prepared by an independent third-party provider of fund data; | |||||||
(d) | took into account the Advisor's analysis of the fund's performance; and |
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(e) | considered the fund's share performance and premium/discount information. |
The Board noted, based on its net asset value, that the fund outperformed its benchmark index for the one-, three- and five-year periods ended December 31, 2014. The Board also noted that, based on its net asset value, the fund outperformed the peer group average for the one- and five-year periods ended December 31, 2014 and underperformed its peer group average for the three-year period ended December 31, 2014. The Board took into account management's discussion of the fund's performance, including the favorable performance relative to the benchmark index for the one-, three- and five-year periods and to the peer group for the one- and five-year periods. The Board concluded that the fund's performance has generally been in line with or outperformed the historical performance of comparable funds and the fund's benchmark index.
Fees and expenses. The Board reviewed comparative information prepared by an independent third-party provider of fund data, including, among other data, the fund's contractual and net management fees (and subadvisory fees, to the extent available) and total expenses as compared to similarly situated investment companies deemed to be comparable to the fund. The Board considered the fund's ranking within a smaller group of peer funds chosen by the independent third-party provider, as well as the fund's ranking within a broader group of funds. In comparing the fund's contractual and net management fees to those of comparable funds, the Board noted that such fees include both advisory and administrative costs.
The Board also took into account the impact of leverage on fund expenses. The Board took into account the management fee structure, including that management fees for the fund were based on the fund's total managed assets, which are attributable to common stock and borrowings. The Board noted that net management fees and total expenses for the fund are both lower than the peer group median.
The Board took into account management's discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by the Advisor after payment of the subadvisory fees. The Board also noted that the Advisor pays the subadvisory fees. In addition, the Board took into account that management had agreed to implement an overall fee waiver across the complex, including the fund, which is discussed further below. The Board reviewed information provided by the Advisor concerning the investment advisory fee charged by the Advisor or one of its advisory affiliates to other clients (including other funds in the John Hancock Fund Complex) having similar investment mandates, if any. The Board considered any differences between the Advisor's and Subadvisors' services to the fund and the services they provide to other comparable clients or funds. The Board concluded that the advisory fee paid with respect to the fund is reasonable.
Profitability/indirect benefits. In considering the costs of the services to be provided and the profits to be realized by the Advisor and its affiliates (including JHAM) from the Advisor's relationship with the fund, the Board:
(a) | reviewed financial information of the Advisor; | |||||||
(b) | reviewed and considered information presented by the Advisor regarding the net profitability to the Advisor and its affiliates with respect to the fund; | |||||||
(c) | received and reviewed profitability information with respect to the John Hancock Fund Complex as a whole; | |||||||
(d) | received information with respect to the Advisor's allocation methodologies used in preparing the profitability data; | |||||||
(e) | considered that the Advisor also provides administrative services to the fund on a cost basis pursuant to an administrative services agreement; | |||||||
(f) | noted that JHAM is an affiliate of the Advisor; | |||||||
(g) | noted that the Advisor also derives reputational and other indirect benefits from providing advisory services to the fund; | |||||||
(h) | noted that the subadvisory fees for the fund are paid by the Advisor, and are negotiated at arm's length for Analytic; and |
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(i) | considered that the Advisor should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the fund and the entrepreneurial risk that it assumes as Advisor. |
Based upon its review, the Board concluded that the level of profitability, if any, of the Advisor and its affiliates (including JHAM) from their relationship with the fund was reasonable and not excessive.
Economies of scale. In considering the extent to which the fund may realize any economies of scale and whether fee levels reflect these economies of scale for the benefit of the fund shareholders, the Board noted that the fund has a limited ability to increase its assets as a closed-end fund. The Board took into account management's discussions of the current advisory fee structure, and, as noted above, the services the Advisor provides in performing its functions under the Advisory Agreement and in supervising the Subadvisors.
The Board also considered potential economies of scale that may be realized by the fund as part of the John Hancock Fund Complex. Among them, the Board noted that the Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock Fund Complex, including the fund (the participating portfolios). This waiver is based upon aggregate net assets of all the participating portfolios. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. The Board also considered the Advisor's overall operations and its ongoing investment in its business in order to expand the scale of, and improve the quality of, its operations that benefit the fund. The Board noted that although the fund does not have breakpoints in its contractual management fee, its total expenses are below the peer group median. The Board determined that the management fee structure for the fund was reasonable.
Approval of Subadvisory Agreements
In making its determination with respect to approval of the Subadvisory Agreements, the Board reviewed:
(1) | information relating to the Subadvisors' business, including current subadvisory services to the fund (and other funds in the John Hancock Fund Complex); | |
(2) | the historical and current performance of the fund and comparative performance information relating to an applicable benchmark index and comparable funds; | |
(3) | the subadvisory fees for the fund and to the extent available, comparable fee information prepared by an independent third party provider of fund data; and | |
(4) | information relating to the nature and scope of any material relationships and their significance to the fund's Advisor and the Subadvisors. |
Nature, extent, and quality of services. With respect to the services provided by the Subadvisors, the Board received information provided to the Board by the Subadvisors, including the Subadvisors' respective Form ADV, as well as took into account information presented throughout the past year. The Board considered each Subadvisor's current level of staffing and its overall resources, as well as received information relating to each Subadvisor's compensation program. The Board reviewed each Subadvisor's history and investment experience, as well as information regarding the qualifications, background, and responsibilities of each Subadvisor's investment and compliance personnel who provide services to the fund. The Board also considered, among other things, each Subadvisor's compliance program and any disciplinary history. The Board also considered each Subadvisor's risk assessment and monitoring process. The Board reviewed each Subadvisor's regulatory history, including whether it was involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate. The Board noted that the Advisor conducts regular, periodic reviews of each Subadvisor and its operations, including regarding investment processes and organizational and staffing matters. The Board also noted that the fund's CCO and his staff conduct regular, periodic compliance reviews with each Subadvisor and present reports to the Independent Trustees regarding the same, which includes evaluating the regulatory compliance systems of each Subadvisor and procedures reasonably designed to assure compliance with the federal securities laws. The Board also took into account the financial condition of each Subadvisor.
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The Board considered each Subadvisor's investment process and philosophy. The Board took into account that each Subadvisor's responsibilities include the development and maintenance of an investment program for the fund that is consistent with the fund's investment objective, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. The Board also received information with respect to each Subadvisor's brokerage policies and practices, including with respect to best execution and soft dollars.
Subadvisor compensation. In considering the cost of services to be provided by each Subadvisor and the profitability to each Subadvisor of its relationship with the fund, the Board noted that the fees under each Subadvisory Agreement are paid by the Advisor and not the fund. The Board also relied on the ability of the Advisor to negotiate the Analytic's Subadvisory Agreement and the fees thereunder at arm's length. As a result, the costs of the services to be provided and the profits to be realized by the Analytic from its relationship with the fund were not a material factor in the Board's consideration of Analytic's Subadvisory Agreement. The Board also considered any other potential conflicts of interest the Advisor might have in connection with the Subadvisory Agreements.
The Board also received information regarding the nature and scope (including their significance to the Advisor and its affiliates and Analytic) of any material relationships with respect to the Analytic, which include arrangements in which Analytic or its affiliates provide advisory, distribution, or management services in connection with financial products sponsored by the Advisor or its affiliates, and may include other registered investment companies, a 529 education savings plan, managed separate accounts and exempt group annuity contracts sold to qualified plans. The Board also received information and took into account any other potential conflicts of interest the Advisor might have in connection with Analytic's Subadvisory Agreement.
In addition, the Board considered other potential indirect benefits that the Subadvisors and its affiliates may receive from the Subadvisors' relationship with the fund, such as the opportunity to provide advisory services to additional funds in the John Hancock Fund Complex and reputational benefits.
Subadvisory fees. The Board considered that the fund pays an advisory fee to the Advisor and that, in turn, the Advisor pays subadvisory fees to the Subadvisors. As noted above, the Board also considered the fund's subadvisory fees as compared to similarly situated investment companies deemed to be comparable to the fund as included in the report prepared by the independent third party provider of fund data, to the extent available. The Board noted that the limited size of the Lipper peer group was not sufficient for comparative purposes. The Board also took into account the subadvisory fees paid by the Advisor to the Subadvisors with respect to the fund and compared them to fees charged by the Subadvisors to manage other subadvised portfolios and portfolios not subject to regulation under the 1940 Act, as applicable.
Subadvisor performance. As noted above, the Board considered the fund's performance as compared to the fund's peer group and the benchmark index and noted that the Board reviews information about the fund's performance results at its regularly scheduled meetings. The Board noted the Advisor's expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisors. The Board was mindful of the Advisor's focus on the Subadvisors' performance. The Board also noted the Subadvisors' long-term performance record for similar accounts, as applicable.
The Board's decision to approve the Subadvisory Agreements was based on a number of determinations, including the following:
(1) | the Subadvisors have extensive experience and demonstrated skills as a manager; | |
(2) | the fund's performance, based on net asset value, has generally been in line with or outperformed the historical performance of comparable funds and the fund's benchmark index; and | |
(3) | the subadvisory fees are reasonable in relation to the level and quality of services being provided. | |
* * * |
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This chart provides information about the Trustees and Officers who oversee your John Hancock fund. Officers elected by the Trustees manage the day-to-day operations of the fund and execute policies formulated by the Trustees.
Independent Trustees
Name, year of birth Position(s) held with fund Principal occupation(s) and other directorships during past 5 years |
Trustee of the Trust since1 |
Number of John Hancock funds overseen by Trustee |
James M. Oates, Born: 1946 | 2012 | 228 |
Trustee and Chairperson of the Board Managing Director, Wydown Group (financial consulting firm) (since 1994); Chairman and Director, Emerson Investment Management, Inc. (since 2000); Independent Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services company) (1997-2011); Director, Stifel Financial (since 1996); Director, Investor Financial Services Corporation (1995-2007); Director, Connecticut River Bancorp (1998-2014); Director, Virtus Funds (formerly Phoenix Mutual Funds) (since 1988). Trustee and Chairperson of the Board, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee and Chairperson of the Board, John Hancock retail funds3 (since 2012); Trustee (2005-2006 and since 2012) and Chairperson of the Board (since 2012), John Hancock Funds III; Trustee (since 2004) and Chairperson of the Board (since 2005), John Hancock Variable Insurance Trust; Trustee and Chairperson of the Board, John Hancock Funds II (since 2005). |
Charles L. Bardelis,2 Born: 1941 | 2012 | 228 |
Trustee Director, Island Commuter Corp. (marine transport). Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust (since 1988); Trustee, John Hancock Funds II (since 2005). |
Peter S. Burgess,2 Born: 1942 | 2012 | 228 |
Trustee Consultant (financial, accounting, and auditing matters) (since 1999); Certified Public Accountant; Partner, Arthur Andersen (independent public accounting firm) (prior to 1999); Director, Lincoln Educational Services Corporation (since 2004); Director, Symetra Financial Corporation (since 2010); Director, PMA Capital Corporation (2004-2010). Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). |
William H. Cunningham, Born: 1944 | 2004 | 228 |
Trustee Professor, University of Texas, Austin, Texas (since 1971); former Chancellor, University of Texas System and former President of the University of Texas, Austin, Texas; Chairman (since 2009) and Director (since 2006), Lincoln National Corporation (insurance); Director, Southwest Airlines (since 2000); former Director, LIN Television (2009-2014). Trustee, John Hancock retail funds3 (since 1986); Trustee, John Hancock Variable Insurance Trust (since 2012); Trustee, John Hancock Funds II (2005-2006 and since 2012); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Grace K. Fey, Born: 1946 | 2012 | 228 |
Trustee Chief Executive Officer, Grace Fey Advisors (since 2007); Director and Executive Vice President, Frontier Capital Management Company (1988-2007); Director, Fiduciary Trust (since 2009). Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008). |
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Independent Trustees (continued)
Name, year of birth Position(s) held with fund Principal occupation(s) and other directorships during past 5 years |
Trustee of the Trust since1 |
Number of John Hancock funds overseen by Trustee |
Theron S. Hoffman,2 Born: 1947 | 2012 | 228 |
Trustee Chief Executive Officer, T. Hoffman Associates, LLC (consulting firm) (since 2003); Director, The Todd Organization (consulting firm) (2003-2010); President, Westport Resources Management (investment management consulting firm) (2006-2008); Senior Managing Director, Partner, and Operating Head, Putnam Investments (2000-2003); Executive Vice President, The Thomson Corp. (financial and legal information publishing) (1997-2000). Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2008). |
Deborah C. Jackson, Born: 1952 | 2008 | 228 |
Trustee President, Cambridge College, Cambridge, Massachusetts (since 2011); Chief Executive Officer, American Red Cross of Massachusetts Bay (2002-2011); Board of Directors of Eastern Bank Corporation (since 2001); Board of Directors of Eastern Bank Charitable Foundation (since 2001); Board of Directors of American Student Assistance Corporation (1996-2009); Board of Directors of Boston Stock Exchange (2002-2008); Board of Directors of Harvard Pilgrim Healthcare (health benefits company) (2007-2011). Trustee, John Hancock retail funds3 (since 2008); Trustee of John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Hassell H. McClellan, Born: 1945 | 2012 | 228 |
Trustee Trustee, Virtus Variable Insurance Trust (formerly Phoenix Edge Series Funds) (since 2008); Director, The Barnes Group (since 2010); Associate Professor, The Wallace E. Carroll School of Management, Boston College (retired 2013). Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (since 2012); Trustee, John Hancock Funds III (2005-2006 and since 2012); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2005). |
Steven R. Pruchansky, Born: 1944 | 2004 | 228 |
Trustee and Vice Chairperson of the Board Chairman and Chief Executive Officer, Greenscapes of Southwest Florida, Inc. (since 2000); Director and President, Greenscapes of Southwest Florida, Inc. (until 2000); Member, Board of Advisors, First American Bank (until 2010); Managing Director, Jon James, LLC (real estate) (since 2000); Partner, Right Funding, LLC (since 2014); Director, First Signature Bank & Trust Company (until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell Building Corp. (until 1991). Trustee (since 1992) and Chairperson of the Board (2011-2012), John Hancock retail funds3; Trustee and Vice Chairperson of the Board, John Hancock retail funds3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012); Trustee, and Vice Chairperson of the Board, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
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Independent Trustees (continued)
Name, year of birth Position(s) held with fund Principal occupation(s) and other directorships during past 5 years |
Trustee of the Trust since1 |
Number of John Hancock funds overseen by Trustee |
Gregory A. Russo, Born: 1949 | 2008 | 228 |
Trustee Director and Audit Committee Chairman (since 2012), and Member, Audit Committee and Finance Committee (since 2011), NCH Healthcare System, Inc. (holding company for multi-entity healthcare system); Director and Member (since 2012) and Finance Committee Chairman (since 2014), The Moorings, Inc. (nonprofit continuing care community); Vice Chairman, Risk & Regulatory Matters, KPMG LLP (KPMG) (2002-2006); Vice Chairman, Industrial Markets, KPMG (1998-2002); Chairman and Treasurer, Westchester County, New York, Chamber of Commerce (1986-1992); Director, Treasurer, and Chairman of Audit and Finance Committees, Putnam Hospital Center (1989-1995); Director and Chairman of Fundraising Campaign, United Way of Westchester and Putnam Counties, New York (1990-1995). Trustee, John Hancock retail funds3 (since 2008); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Non-Independent Trustees4
Name, year of birth Position(s) held with fund Principal occupation(s) and other directorships during past 5 years |
Trustee of the Trust since1 |
Number of John Hancock funds overseen by Trustee |
James R. Boyle, Born: 1959 | 2015 | 228 |
Non-Independent Trustee* Chairman, HealthFleet, Inc. (healthcare) (since 2014); Executive Vice President and Chief Executive Officer, U.S. Life Insurance Division of Genworth Financial, Inc. (insurance) (January 2014-July 2014); Senior Executive Vice President, Manulife Financial, President and Chief Executive Officer, John Hancock (1999-2012); Chairman and Director, John Hancock Advisers, LLC, John Hancock Funds, LLC, and John Hancock Investment Management Services, LLC (2005-2010); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015); Trustee, John Hancock retail funds3 (2005-2010; 2012-2014 and since 2015); Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (2005-2014 and since 2015). *Effective 3-10-15. |
Craig Bromley, Born: 1966 | 2012 | 228 |
Non-Independent Trustee President, John Hancock Financial Service (since 2012); Senior Executive Vice President and General Manager, U.S. Division, Manulife Corporation (since 2012); President and Chief Executive Officer, Manulife Insurance Company (Manulife Japan) (2005-2012, including prior positions). Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Warren A. Thomson, Born: 1955 | 2012 | 228 |
Non-Independent Trustee Senior Executive Vice President and Chief Investment Officer, Manulife Financial Corporation and The Manufacturers Life Insurance Company (since 2009); Chairman, Manulife Asset Management (since 2001, including prior positions); Director and Chairman, Manulife Asset Management Limited (since 2006); Director and Chairman, Hancock Natural Resources Group, Inc. (since 2013). Trustee, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2012); Trustee, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
39
Principal officers who are not Trustees
Name, year of birth Position(s) held with fund Principal occupation(s) and other directorships during past 5 years |
Officer of the Trust since |
Andrew G. Arnott, Born: 1971 | 2009 |
President Senior Vice President, John Hancock Financial Services (since 2009); Director and Executive Vice President, John Hancock Advisers, LLC (since 2005, including prior positions); Director and Executive Vice President, John Hancock Investment Management Services, LLC (since 2006, including prior positions); President, John Hancock Funds, LLC (since 2004, including prior positions); President, John Hancock retail funds,3 John Hancock Variable Insurance Trust, and John Hancock Funds II (since 2007, including prior positions); President, John Hancock Collateral Trust (since 2015); President, John Hancock Exchange-Traded Fund Trust (since 2014). |
John J. Danello, Born: 1955 | 2014 |
Senior Vice President, Secretary, and Chief Legal Officer Vice President and Chief Counsel, John Hancock Wealth Management (since 2005); Senior Vice President (since 2007) and Chief Legal Counsel (2007-2010), John Hancock Funds, LLC and The Berkeley Financial Group, LLC; Senior Vice President (since 2006, including prior positions) and Chief Legal Officer and Secretary (since 2014), John Hancock retail funds 3, John Hancock Funds II and John Hancock Variable Insurance Trust; Senior Vice President, Chief Legal Officer and Secretary (since 2015), John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust; Vice President, John Hancock Life & Health Insurance Company (since 2009); Vice President, John Hancock Life Insurance Company (USA) and John Hancock Life Insurance Company of New York (since 2010); and Senior Vice President, Secretary, and Chief Legal Counsel (2007-2014, including prior positions) of John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC. |
Francis V. Knox, Jr., Born: 1947 | 2005 |
Chief Compliance Officer Vice President, John Hancock Financial Services (since 2005); Chief Compliance Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Advisers, LLC, and John Hancock Investment Management Services, LLC (since 2005); Chief Compliance Officer, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Charles A. Rizzo, Born: 1957 | 2007 |
Chief Financial Officer Vice President, John Hancock Financial Services (since 2008); Senior Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2008); Chief Financial Officer, John Hancock retail funds,3 John Hancock Variable Insurance Trust and John Hancock Funds II (since 2007); Chief Financial Officer, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
Salvatore Schiavone, Born: 1965 | 2010 |
Treasurer Assistant Vice President, John Hancock Financial Services (since 2007); Vice President, John Hancock Advisers, LLC and John Hancock Investment Management Services, LLC (since 2007); Treasurer, John Hancock retail funds3 (since 2007, including prior positions); Treasurer, John Hancock Variable Insurance Trust and John Hancock Funds II (2007-2009 and since 2010, including prior positions); Treasurer, John Hancock Collateral Trust and John Hancock Exchange-Traded Fund Trust (since 2015). |
The business address for all Trustees and Officers is 601 Congress Street, Boston, Massachusetts 02210-2805.
1 | Mr. Bromley, Ms. Jackson, Mr. Oates, and Mr. Pruchansky serve as Trustees for a term expiring in 2016; Mr. Boyle, Mr. Cunningham, Ms. Fey, Mr. McClellan, and Mr. Russo serve as Trustees for a term expiring in 2017; and Mr. Bardelis, Mr. Burgess, Mr. Hoffman, and Mr. Thomson serve as Trustees for a term expiring in 2018. Mr. Boyle has served as Trustee at various times prior to date listed in the table. |
2 | Member of the Audit Committee. |
3 | "John Hancock retail funds" comprises John Hancock Funds III and 36 other John Hancock funds consisting of 26 series of other John Hancock trusts and 10 closed-end funds. |
4 | The Trustee is a Non-Independent Trustee due to current or former positions with the Advisor and certain of its affiliates. |
40
Trustees James M. Oates, Chairperson Officers Andrew G. Arnott John J. Danello Francis V. Knox, Jr. Charles A. Rizzo Salvatore Schiavone |
Investment advisor John Hancock Advisers, LLC Subadvisors John Hancock Asset Management a division of Manulife Asset Management (US) LLC Custodian State Street Bank and Trust Company Transfer agent Computershare Shareowner Services, LLC Legal counsel K&L Gates LLP Independent registered public accounting firm PricewaterhouseCoopers LLP Stock symbol Listed New York Stock Exchange: HTD |
*Member of the Audit Committee
Non-Independent Trustee
#Effective 3-10-15
For shareholder assistance refer to page 30
You can also contact us: | |||
800-852-0218 jhinvestments.com |
Regular mail: Computershare |
The fund's proxy voting policies and procedures, as well as the fund's proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) website at sec.gov or on our website.
The fund's complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The fund's Form N-Q is available on our website and the SEC's website, sec.gov, and can be reviewed and copied (for a fee) at the SEC's Public Reference Room in Washington, DC. Call 800-SEC-0330 to receive information on the operation of the SEC's Public Reference Room.
We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhinvestments.com or by calling 800-852-0218.
41
John Hancock family of funds
DOMESTIC EQUITY FUNDS Balanced Blue Chip Growth Classic Value Disciplined Value Disciplined Value Mid Cap Equity Income Fundamental All Cap Core Fundamental Large Cap Core Fundamental Large Cap Value Large Cap Equity New Opportunities Select Growth Small Cap Equity Small Cap Value Small Company Strategic Growth U.S. Equity U.S. Global Leaders Growth Value Equity GLOBAL/INTERNATIONAL FUNDS Disciplined Value International Emerging Markets Emerging Markets Equity Global Equity Global Shareholder Yield Greater China Opportunities International Core International Growth International Small Company International Value Equity |
INCOME FUNDS Bond California Tax-Free Income Core High Yield Emerging Markets Debt Floating Rate Income Focused High Yield Global Income Government Income High Yield Municipal Bond Income Investment Grade Bond Money Market Short Duration Credit Opportunities Spectrum Income Strategic Income Opportunities Tax-Free Bond ALTERNATIVE/SPECIALTY FUNDS Absolute Return Currency Alternative Asset Allocation Enduring Assets Financial Industries Global Absolute Return Strategies Global Conservative Absolute Return Global Real Estate Natural Resources Redwood Regional Bank Seaport Technical Opportunities |
The fund's investment objectives, risks, charges, and expenses are
included in the prospectus and should be considered carefully before
investing. For a prospectus, contact your financial professional, call
John Hancock Investments at 800-852-0218, or visit the fund's
website at jhinvestments.com. Please read the prospectus carefully
before investing or sending money.
ASSET ALLOCATION PORTFOLIOS Income Allocation Fund Lifestyle Aggressive Portfolio Lifestyle Balanced Portfolio Lifestyle Conservative Portfolio Lifestyle Growth Portfolio Lifestyle Moderate Portfolio Retirement Choices Portfolios (2010-2055) Retirement Living Portfolios (2010-2055) Retirement Living II Portfolios (2010-2055) EXCHANGE-TRADED FUNDS John Hancock Multifactor Consumer Discretionary ETF John Hancock Multifactor Financials ETF John Hancock Multifactor Healthcare ETF John Hancock Multifactor Large Cap ETF John Hancock Multifactor Mid Cap ETF John Hancock Multifactor Technology ETF CLOSED-END FUNDS Financial Opportunities Hedged Equity & Income Income Securities Trust Investors Trust Preferred Income Preferred Income II Preferred Income III Premium Dividend Tax-Advantaged Dividend Income Tax-Advantaged Global Shareholder Yield |
"As an investment firm,
upholding the proud
tradition of John Hancock
comes down to one thing:
putting shareholders
first. We believe that if
our shareholders are
successful, then we will
be successful."
Andrew G. Arnott
President and Chief Executive Officer
John Hancock Investments
John Hancock Multifactor ETF shares are bought and sold at market
price (not NAV), and are not individually redeemed
from the fund. Brokerage commissions will reduce returns.
John Hancock ETFs are distributed by Foreside Fund Services, LLC, and
are subadvised by Dimensional Fund Advisors LP.
Foreside is not affiliated with John Hancock Funds, LLC or
Dimensional Fund Advisors LP.
Dimensional Fund Advisors LP receives compensation from John Hancock
in connection with licensing rights to the
John Hancock Dimensional indexes. Dimensional Fund Advisors LP does
not sponsor, endorse, or sell, and makes no
representation as to the advisability of investing in, John Hancock
Multifactor ETFs.
John Hancock Investments
A trusted brand
John Hancock Investments is a premier asset manager representing
one of America's most trusted brands, with a heritage of financial
stewardship dating back to 1862. Helping our shareholders pursue
their financial goals is at the core of everything we do. It's why we
support the role of professional financial advice and operate with the
highest standards of conduct and integrity.
A better way to invest
We build funds based on investor needs, then search the world to find
proven portfolio teams with specialized expertise in those strategies.
As a manager of managers, we apply vigorous oversight to ensure that
they continue to meet our uncompromising standards and serve the
best interests of our shareholders.
Results for investors
Our unique approach to asset management enables us to provide
a diverse set of investments backed by some of the world's best
managers, along with strong risk-adjusted returns across asset classes.
|
John Hancock Advisers, LLC 601 Congress Street n Boston, MA 02210-2805 800-852-0218 n jhinvestments.com |
|
MF230744 | P13A 10/15 12/15 |
ITEM 2. CODE OF ETHICS.
As of the end of the period, October 31, 2015, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer and Chief Financial Officer (respectively, the principal executive officer, the principal financial officer, the “Covered Officers”). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Peter S. Burgess is the audit committee financial expert and is “independent”, pursuant to general instructions on Form N-CSR Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The aggregate fees billed for professional services rendered by the principal accountant(s) for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant(s) in connection with statutory and regulatory filings or engagements amounted to $35,965 for the fiscal year ended October 31, 2015 and $35,082 for the fiscal period ended October 31, 2014. These fees were billed to the registrant and were approved by the registrant’s audit committee.
(b) Audit-Related Services
The audit-related fees amounted to $0 for the fiscal year ended October 31, 2015 and $0 for the fiscal period ended October 31, 2014 billed to the registrant or to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant ("control affiliates"). The nature of the services comprising the audit-related services was the review of litigation related expenses. In addition, amounts billed to control affiliates for service provider internal controls reviews were $103,940 and $198,642 for the fiscal years ended October 31, 2015 and 2014, respectively.
(c) Tax Fees
The aggregate fees billed for professional services rendered by the principal accountant(s) for the tax compliance, tax advice and tax planning (“tax fees”) amounted to $3,500 for the fiscal year ended October 31, 2015 and $3,450 for the fiscal period ended October 31, 2014. The nature of the services comprising the tax fees was the review of the registrant’s tax returns and tax distribution requirements. These fees were billed to the registrant and were approved by the registrant’s audit committee.
(d) All Other Fees
Other fees amounted to $215 for the fiscal year ended October 31, 2015 and $122 for the fiscal period ended October 31, 2014 billed to the registrant.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The trust’s Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm (the “Auditor”) relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
The trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of audit-related and non-audit services by the Auditor. The policies and procedures require that any audit-related and non-audit service provided by the Auditor and any non-audit service provided by the Auditor to a fund service
provider that relates directly to the operations and financial reporting of a fund are subject to approval by the Audit Committee before such service is provided. Audit-related services provided by the Auditor that are expected to exceed $25,000 per instance/per fund are subject to specific pre-approval by the Audit Committee. Tax services provided by the Auditor that are expected to exceed $30,000 per instance/per fund are subject to specific pre-approval by the Audit Committee.
All audit services, as well as the audit-related and non-audit services that are expected to exceed the amounts stated above, must be approved in advance of provision of the service by formal resolution of the Audit Committee. At the regularly scheduled Audit Committee meetings, the Committee reviews a report summarizing the services, including fees, provided by the Auditor.
(e)(2) Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:
Audit-Related Fees, Tax Fees and All Other Fees:
There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.
(f) According to the registrant’s principal accountant, for the fiscal period ended October 31, 2015, the percentage of hours spent on the audit of the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons who were not full-time, permanent employees of principal accountant was less than 50%.
(g) The aggregate non-audit fees billed by the registrant's accountant(s) for services rendered to the registrant and rendered to the registrant's control affiliates for each of the last two fiscal years of the registrant were $7,125,367 for the fiscal year ended October 31, 2015 and $5,636,080 for the fiscal period ended October 31, 2014.
(h) The audit committee of the registrant has considered the non-audit services provided by the registrant’s principal accountant(s) to the control affiliates and has determined that the services that were not pre-approved are compatible with maintaining the principal accountant(s)' independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The registrant has a separately-designated standing audit committee comprised of independent trustees. The members of the audit committee are as follows:
Peter S. Burgess - Chairman
Charles L. Bardelis
Theron S. Hoffman
ITEM 6. SCHEDULE OF INVESTMENTS.
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
See attached Exhibit “Proxy Voting Policies and Procedures”.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
John Hancock Tax-Advantaged Dividend Income Fund (the “Fund”)
10/31 Annual Shareholder Report on Form N-CSR
Information about the John Hancock Asset Management a division of Manulife Asset Management (US) LLC (“John Hancock Asset Management”) portfolio managers
Management Biographies
Below is a list of the John Hancock Asset Management portfolio managers who share joint responsibility for the day-to-day investment management of the Fund. It provides a brief summary of their business careers over the past five years. Mr. Joseph Bozoyan, CFA joined the portfolio management team effective June 1, 2015. Information is provided as of December 1, 2015.
Gregory K. Phelps
Senior Managing Director and Senior Portfolio Manager
John Hancock Asset Management since 2005
Began business career in 1981
Managed the Fund since inception
Joseph Bozoyan
Managing Director and Portfolio Manager
John Hancock Asset Management since 2015
Began business career in 1993
Managed the Fund since 2015
Other Accounts the Portfolio Managers are Managing
The table below indicates for each portfolio manager information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of October 31, 2015. For purposes of the table, “Other Pooled Investment Vehicles” may include investment partnerships and group trusts, and “Other Accounts” may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts.
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||||||
Number of Accounts |
Total Assets $Million |
Number of Accounts |
Total Assets $Million |
Number of Accounts |
Total Assets $Million | |||||||
Joseph Bozoyan | 4 | $7,590 | 0 | 0 | 0 | 0 | ||||||
Gregory K. Phelps | 4 | $7,590 | 0 | 0 | 0 | 0 |
Number and value of accounts within the total accounts that are subject to a performance-based advisory fee: None.
Conflicts of Interest. When a portfolio manager is responsible for the management of more than one account, the potential arises for the portfolio manager to favor one account over another. The principal types of potential conflicts of interest that may arise are
discussed below. For the reasons outlined below, the Fund does not believe that any material conflicts are likely to arise out of a portfolio manager’s responsibility for the management of the Fund as well as one or more other accounts. The Advisor and Subadvisor have adopted procedures that are intended to monitor compliance with the policies referred to in the following paragraphs. Generally, the risks of such conflicts of interests are increased to the extent that a portfolio manager has a financial incentive to favor one account over another. The Advisor and Subadvisor have structured their compensation arrangements in a manner that is intended to limit such potential for conflicts of interests. See “Compensation of Portfolio Managers” below.
· | A portfolio manager could favor one account over another in allocating new investment opportunities that have limited supply, such as initial public offerings and private placements. If, for example, an initial public offering that was expected to appreciate in value significantly shortly after the offering was allocated to a single account, that account may be expected to have better investment performance than other accounts that did not receive an allocation on the initial public offering. The Subadvisor has policies that require a portfolio manager to allocate such investment opportunities in an equitable manner and generally to allocate such investments proportionately among all accounts with similar investment objectives. |
· | A portfolio manager could favor one account over another in the order in which trades for the accounts are placed. If a portfolio manager determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions. The less liquid the market for the security or the greater the percentage that the proposed aggregate purchases or sales represent of average daily trading volume, the greater the potential for accounts that make subsequent purchases or sales to receive a less favorable price. When a portfolio manager intends to trade the same security for more than one account, the policies of the Subadvisor generally require that such trades be “bunched,” which means that the trades for the individual accounts are aggregated and each account receives the same price. There are some types of accounts as to which bunching may not be possible for contractual reasons (such as directed brokerage arrangements). Circumstances may also arise where the trader believes that bunching the orders may not result in the best possible price. Where those accounts or circumstances are involved, the Subadvisor will place the order in a manner intended to result in as favorable a price as possible for such client. |
· | A portfolio manager could favor an account if the portfolio manager’s compensation is tied to the performance of that account rather than all accounts managed by the portfolio manager. If, for example, the portfolio manager receives a bonus based upon the performance of certain accounts relative to a benchmark while other accounts are disregarded for this purpose, the portfolio manager will have a financial incentive to seek to have the accounts that determine the portfolio manager’s bonus achieve the best possible performance to the possible detriment of other accounts. Similarly, if the Subadvisor receives a performance-based advisory fee, the portfolio manager may favor that account, whether or not the performance of that account directly determines the portfolio manager’s compensation. The investment performance on specific accounts is not a factor in determining the portfolio manager’s compensation. See “Compensation of Portfolio Managers” below. Neither the Advisor nor the Subadvisor receives a |
performance-based fee with respect to any of the accounts managed by the portfolio managers.
· | A portfolio manager could favor an account if the portfolio manager has a beneficial interest in the account, in order to benefit a large client or to compensate a client that had poor returns. For example, if the portfolio manager held an interest in an investment partnership that was one of the accounts managed by the portfolio manager, the portfolio manager would have an economic incentive to favor the account in which the portfolio manager held an interest. The Subadvisor imposes certain trading restrictions and reporting requirements for accounts in which a portfolio manager or certain family members have a personal interest in order to confirm that such accounts are not favored over other accounts. |
· | If the different accounts have materially and potentially conflicting investment objectives or strategies, a conflict of interest may arise. For example, if a portfolio manager purchases a security for one account and sells the same security short for another account, such trading pattern could disadvantage either the account that is long or short. In making portfolio manager assignments, the Subadvisor seeks to avoid such potentially conflicting situations. However, where a portfolio manager is responsible for accounts with differing investment objectives and policies, it is possible that the portfolio manager will conclude that it is in the best interest of one account to sell a portfolio security while another account continues to hold or increase the holding in such security. |
Compensation of Portfolio Managers. The Subadvisor has adopted a system of compensation for portfolio managers and others involved in the investment process that is applied systematically among investment professionals. At the Subadvisor, the structure of compensation of investment professionals is currently composed of the following basic components: base salary and an annual investment bonus plan as well as customary benefits that are offered generally to all full-time employees of the Subadvisor. A limited number of senior investment professionals, who serve as officers of both the Subadvisor and its parent company, may also receive options or restricted stock grants of common shares of Manulife Financial. The following describes each component of the compensation package for the individuals identified as a portfolio manager for the Funds.
· | Base salary. Base compensation is fixed and normally reevaluated on an annual basis. The Subadvisor seeks to set compensation at market rates, taking into account the experience and responsibilities of the investment professional. |
· | Investment Bonus Plan. Only investment professionals are eligible to participate in the Investment Bonus Plan. Under the plan, investment professionals are eligible for an annual bonus. The plan is intended to provide a competitive level of annual bonus compensation that is tied to the investment professional achieving superior investment performance and aligns the financial incentives of the Subadvisor and the investment professional. Any bonus under the plan is completely discretionary, with a maximum annual bonus that may be well in excess of base salary. Payout of a portion of this bonus may be deferred for up to five years. While the amount of any bonus is discretionary, the following factors are generally used in determining bonuses under the plan: |
· | Investment Performance: The investment performance of all accounts managed by the investment professional over one- and three-year periods |
are considered and no specific benchmark is used to measure performance. With respect to fixed income accounts, relative yields are also used to measure performance.
· | The Profitability of the Subadvisor: The profitability of the Subadvisor and its parent company are also considered in determining bonus awards. |
· | Non-Investment Performance: To a lesser extent, intangible contributions, including the investment professional’s support of client service and sales activities, new fund/strategy idea generation, professional growth and development, and management, where applicable, are also evaluated when determining bonus awards. |
· | Options and Stock Grants. A limited number of senior investment professionals may receive options to purchase shares of Manulife Financial stock. Generally, such option would permit the investment professional to purchase a set amount of stock at the market price on the date of grant. The option can be exercised for a set period (normally a number of years or until termination of employment) and the investment professional would exercise the option if the market value of Manulife Financial stock increases. Some investment professionals may receive restricted stock grants, where the investment professional is entitle to receive the stock at no or nominal cost, provided that the stock is forgone if the investment professional’s employment is terminated prior to a vesting date. |
The Subadvisor also permits investment professionals to participate on a voluntary basis in a deferred compensation plan, under which the investment professional may elect on an annual basis to defer receipt of a portion of their compensation until retirement. Participation in the plan is voluntary.
Share Ownership by Portfolio Managers. The following table indicates as of October 31, 2015 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Fund:
Portfolio Manager | Range of Beneficial Ownership |
Josepn Bozoyan | $0 |
Gregory K. Phelps | $1-$10,000 |
Information about the Analytic portfolio managers
Management Biographies
Below is an alphabetical list of the Analytic Investors, LLC portfolio managers who share joint responsibility for the implementation and execution of the Fund’s options strategy. It provides a brief summary of their business careers. Information is provided as of December 1, 2015.
Gregory M. McMurran
Chief Investment Officer and Portfolio Manager, Analytic Investors, LLC since 1976
Began business career in 1976
Managed the Fund since 2007
Dennis Bein, CFA
Chief Investment Officer and Portfolio Manager, Analytic Investors, LLC since 1995
Began business career in 1990
Managed the Fund since 2007
Harindra de Silva, Ph. D., CFA
President and Portfolio Manager, Analytic Investors, LLC since 1995
Began business career in 1984
Managed the Fund since 2007
Other Accounts the Portfolio Managers are Managing
The table below indicates for each portfolio manager information about the accounts over which the portfolio manager has day-to-day investment responsibility. All information on the number of accounts and total assets in the table is as of October 31, 2015. For purposes of the table, “Other Pooled Investment Vehicles” may include investment partnerships and group trusts, and “Other Accounts” may include separate accounts for institutions or individuals, insurance company general or separate accounts, pension funds and other similar institutional accounts.
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||||||
Number of Accounts |
Total Assets $Million |
Number of Accounts |
Total Assets $Million |
Number of Accounts |
Total Assets $Million | |||||||
Dennis Bein, CFA |
7 (0)* |
$2,874.1 ($0)* |
18 (3)* |
$1,834.4 ($132.9M)* |
31 (2)* |
$6,291.9 ($298.8M)* | ||||||
Gregory McMurran |
2 (0)* |
$129.2 ($0)* |
1 (0)* |
$1 ($0)* |
2 (1)* |
$340.9 ($48.9M)* | ||||||
Harindra de Silva, Ph.D., CFA |
8 (0)* |
$2,923.5 ($0)* |
18 (3)* |
$1,834.4 ($132.9M)* |
33 (3)* |
$6,632.7 ($347.7M)* |
Note: (*) represents the number and value of accounts, within the total accounts that are subject to a performance-based advisory fee.
Conflicts of Interest. Conflicts of interest may arise because the Fund’s portfolio managers have day-to-day management responsibilities with respect to both the Fund and various other accounts. These potential conflicts include:
• Limited Resources. The portfolio managers cannot devote their full time and attention to the management of each of the accounts that they manage. Accordingly, the portfolio managers may be limited in their ability to identify investment opportunities for each of the accounts that are as attractive as might be the case if the portfolio managers were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where the accounts have different investment strategies.
• Limited Investment Opportunities. Other clients of either Subadviser may have investment objectives and policies similar to those of the Fund. Either Subadviser may, from time to time, make recommendations which result in the purchase or sale of a particular security by its other clients simultaneously with the Fund. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or quantity. It is the policy of each Subadviser to allocate advisory recommendations and the placing of orders in a manner that it believes is equitable to the accounts involved, including the Fund. When two or more clients of a Subadviser are purchasing or selling the same security on a given day from the same broker-dealer, such transactions may be averaged as to price.
• Different Investment Strategies. The accounts managed by the portfolio managers have differing investment strategies. If the portfolio managers determine that an investment opportunity may be appropriate for only some of the accounts or decide that certain of the accounts should take different positions with respect to a particular security, the portfolio managers may effect transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts.
• Variation in Compensation. A conflict of interest may arise where a Subadviser is compensated differently by the accounts that are managed by the portfolio managers. If certain accounts pay higher management fees or performance-based incentive fees, the portfolio managers might be motivated to prefer certain accounts over others. The portfolio managers might also be motivated to favor accounts in which they have a greater ownership interest or accounts that are more likely to enhance the portfolio managers’ performance record or to otherwise benefit the portfolio managers.
• Selection of Brokers. The portfolio managers select the brokers that execute securities transactions for the accounts that they supervise. In addition to executing trades, some brokers provide the portfolio managers with research and other services which may require the payment of higher brokerage fees than might otherwise be available. The portfolio managers’ decision as to the selection of brokers could yield disproportionate costs and benefits among the accounts that they manage, since the research and other services provided by brokers may be more beneficial to some accounts than to others.
Where conflicts of interest arise between the Fund and other accounts managed by the portfolio managers, the portfolio managers will use good faith efforts so that the Fund will not be treated materially less favorably than other accounts. There may be instances
where similar portfolio transactions may be executed for the same security for numerous accounts managed by the portfolio managers. In such instances, securities will be allocated in accordance with the Adviser’s trade allocation policy.
Compensation of Portfolio Managers. Our compensation structure for professional employees consists of an industry median base salary (based on independent industry information) and an annual discretionary bonus. Bonus amounts are determined using the following factors: the overall success of the firm in terms of profitability; the overall success of the department or team; and an individual’s contribution to the team, based on goals established during the performance period and compensation is measured relative to an appropriate benchmark and universe as identified in the table below. Compensation based on investment strategy performance is not tied to individual account performance, but rather, each strategy as a whole. Strategy performance information is based on pre-tax calculations for the prior calendar year. No portfolio manager is directly compensated a portion of an advisory fee based on the performance of a specific account. Portfolio managers’ base salaries are typically reviewed on an annual basis determined by each portfolio manager’s anniversary date of employment. Discretionary bonuses are determined annually, upon analysis of information from the prior calendar year. Analytic has granted equity interests to each employee of the firm. These equity interests entitle the employee to a certain share of Analytic’s net operating income (which is net of compensation expenses, including variable compensation) at year end. No single individual can hold more than 20% of the equity interests issued by Analytic and, in the aggregate, 60% of the equity interests issued will be held by investment team personnel.
Fund | Benchmark Index for Incentive Period |
Tax-Advantaged Dividend Income Fund | CBOE S&P 500 BuyWrite Index |
Share Ownership by Portfolio Managers. The following table indicates as of October 31, 2015 the value, within the indicated range, of shares beneficially owned by the portfolio managers in the Fund.
Portfolio Manager | Range of Beneficial Ownership |
Gregory M McMurran | None |
Dennis Bein, CFA | None |
Harindra de Silva, PH. D., CFA | None |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) | Not applicable |
(b) | REGISTRANT PURCHASES OF EQUITY SECURITIES |
Period | Total Number of Shares Purchased |
Average Price per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans* |
Maximum Number of Shares that May Yet Be Purchased Under the Plans |
Nov-14 | - | - | - | 3,499,000 |
Dec-14 | - | - | - | 3,705,250* |
Jan-15 | - | - | - | 3,705,250 |
Feb-15 | - | - | - | 3,705,250 |
Mar-15 | - | - | - | 3,705,250 |
Apr-15 | - | - | - | 3,705,250 |
May-15 | 182,871 | $ 21.147 | 182,871 | 3,522,379 |
Jun-15 | 277,600 | 20.156 | 460,471 | 3,244,779 |
Jul-15 | 391,162 | 20.139 | 851,633 | 2,853,617 |
Aug-15 | 284,600 | 20.511 | 1,136,233 | 2,569,017 |
Sep-15 | 77,500 | 19.487 | 1,213,733 | 2,491,517 |
Oct-15 | 127,607 | 20.243 | 1,341,340 | 2,363,910 |
Total | 1,341,340 | $ 20.331 |
*In December 2007, the Trustees approved a share repurchase plan, which has been subsequently reviewed and approved by the Board of Trustees each year in December. Under the current share repurchase plan, the Fund may repurchase in the open market up to 10% of its outstanding common shares as of December 31, 2014. The current share repurchase plan will remain in effect between January 1, 2015 and December 31, 2015.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds – Nominating and Governance Committee Charter".
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Code of Ethics for Senior Financial Officers is attached.
(a)(2) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(b) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.
(c)(1) Proxy Voting Policies and Procedures are attached.
(c)(2) Submission of Matters to a Vote of Security Holders is attached. See attached “John Hancock Funds – Governance Committee Charter”.
(c)(3) Contact person at the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
John Hancock Tax-Advantaged Dividend Income Fund
By: | /s/ Andrew Arnott |
Andrew Arnott | |
President | |
Date: | December 17, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Andrew Arnott |
Andrew Arnott | |
President | |
Date: | December 17, 2015 |
By: | /s/ Charles A. Rizzo |
Charles A. Rizzo | |
Chief Financial Officer | |
Date: | December 17, 2015 |