Edgar Filing: HANCOCK JOHN BANK & THRIFT OPPORTUNITY FUND

As filed with the Securities and Exchange Commission on January 30, 2004.

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

FILE NUMBER 811-8568

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

[X] Filed by the Registrant

[ ] Filed by a Party other than the Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

JOHN HANCOCK BANK & THRIFT OPPORTUNITY FUND
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK BANK & THRIFT OPPORTUNITY FUND
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).

[ ] Fee paid previously with preliminary materials.

[X] No fee required.

[John Hancock Logo]

John Hancock Bank and Thrift Opportunity Fund

January 30, 2004

Dear Fellow Shareholder:

As an investor in the John Hancock Bank and Thrift Opportunity Fund, you are
cordially invited to attend the annual shareholder meeting on Thursday, March
18, 2004 at 9:00 A.M., Eastern Time, to be held at John Hancock Funds, 101
Huntington Avenue, Boston, MA 02199.

The proposals set forth in the enclosed proxy statement are routine items. A
routine item is one which occurs annually and makes no fundamental or material
changes to a fund's investment objectives, policies or restrictions, or to the
investment management contracts.

Elect your fund's Board of Trustees

Proposal number one asks you to elect three Trustees to serve until their
respective successors are elected and qualified. Your proxy statement includes
a brief description of each nominee's background.

Ratify the Trustees' selection of public accountants

Proposal number two asks you to ratify or reject the Trustees' selection of
Deloitte & Touche LLP as the fund's independent public accountants for the
fund's current fiscal year. Deloitte & Touche LLP has been the fund's
independent public accountants since the fund's inception.

Your vote is important!

Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. Your prompt response will help avoid the cost of additional mailings
at your fund's expense.

If you have any questions, please call 1-800-852-0218, Monday through Friday,
between 9:00 A.M. and 7:00 P.M., Eastern Time.

Thank you in advance for your prompt action on this very important matter.

Sincerely,

/s/ Maureen Ford Goldfarb

Maureen Ford Goldfarb
Chairman and Chief Executive
Officer

P90PX 1/04

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 18, 2004

This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, in case
you want to attend in person.

To the Shareholders of John Hancock Bank and Thrift Opportunity Fund:

A shareholder meeting for your fund will be held at 101 Huntington Avenue,
Boston, Massachusetts on Thursday, March 18, 2004 at 9:00 A.M., Eastern Time,
to consider the following:

(1) A proposal to elect three Trustees to serve until their respective
successors are elected and qualified.

(2) A proposal to ratify or reject the Trustees' selection of Deloitte &
Touche LLP as the fund's independent public accountants for the fund's
current fiscal year.

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

Your Trustees recommend that you vote in favor of all proposals.

Shareholders of record as of the close of business on January 12, 2004, are
entitled to notice of and to vote at the fund's annual meeting and at any
related follow-up meeting. The proxy statement and proxy card are being mailed
to shareholders on or about January 30, 2004.

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

By order of the Board of Trustees,

Susan S. Newton
Senior Vice President and
Secretary

January 30, 2004

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199

ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 18, 2004

PROXY STATEMENT

This proxy statement contains the information you should know before voting
on the proposals described in the notice. The fund will furnish without charge a
copy of its Annual Report to any shareholder upon request. If you would like a
copy of your fund's report, please send a written request to the attention of
the fund at 101 Huntington Avenue, Boston, Massachusetts 02199, or call John
Hancock Funds at 1-800-892-9552.

This proxy statement is being used by your fund's Trustees to solicit
proxies to be voted at the annual meeting of your fund's shareholders. The
meetings will be held at 101 Huntington Avenue, Boston, Massachusetts on
Thursday, March 18, 2004 at 9:00 A.M., Eastern Time.

If you sign the enclosed proxy card and return it in time to be voted at
the meeting, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted "for" all proposals. If you
want to revoke your proxy, you may do so before it is exercised at the meeting
by filing a written notice of revocation with the fund at 101 Huntington Avenue,
Boston, Massachusetts 02199, by returning a signed proxy with a later date
before the meeting, or if attending the meeting and voting in person, by
notifying the fund's secretary (without complying with any formalities) at any
time before your proxy is voted.

Record Ownership

The Trustees have fixed the close of business on January 12, 2004 as the
record date to determine which shareholders are entitled to vote at the meeting.
Shareholders are entitled to one vote per share on all business relating to the
fund at the annual meeting or any postponements. On the record date, there were
84,400,000 shares of beneficial interest of the fund outstanding.

The fund's management does not know of anyone who beneficially owned more
than 5% of the fund's shares outstanding on the record date except for Deutsche
Bank AK, 31 West 52nd Street, New York, NY 10019, which holds 7.662%.
(Beneficial ownership means voting power and/or investment power, which includes
the power to dispose of shares.)

PROPOSAL 1

ELECTION OF TRUSTEES

General

The fund's Board of Trustees consists of eleven members. The Board is
divided into three staggered term classes, two containing four Trustees each and
one containing three Trustees. The term of one class expires each year, and no
term continues for more than three years after the applicable election. Each
class of Trustees will stand for election at the conclusion of their respective
three-year terms. Classifying the Trustees in this manner may prevent
replacement of a majority of the Trustees for up to a two-year period.

As of the date of this proxy, each nominee for election currently serves as
a Trustee of the fund. Using the enclosed proxy card, you may authorize the
proxies to vote your shares for the nominees or you may withhold

from the proxies authority to vote your shares for one or more of the nominees.
If no contrary instructions are given, the proxies will vote FOR the nominees.
Each of the nominees has consented to his or her nomination and has agreed to
serve if elected. If, for any reason, any nominee should not be available for
election or able to serve as a Trustee, the proxies will exercise their voting
power in favor of a substitute nominee, if any, as the fund's Trustees may
designate. The fund has no reason to believe that it will be necessary to
designate a substitute nominee.

Proposal 1

Ms. McGill Peterson and Messrs. Pruchansky and Smith are the current
nominees for election.

Vote Required For Proposal 1

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

Information Concerning Trustees

The following table sets forth certain information regarding the nominees
for election to the Board. The table also shows his or her principal occupation
or employment and other directorships during the past five years and the number
of John Hancock funds overseen by the Trustees. The table also lists the
Trustees who are not currently standing for election: The term of Messrs.
Carlin, Cunningham, DeCiccio and Toolan will expire at the 2005 annual meeting,
and the term of Ms. Ford Goldfarb, Messrs. Dion, Ladner and Moore will expire at
the 2006 annual meeting.

Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
------------------------------------ ------------------------------------------------------- --------- ---------------

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2007

Patti McGill Peterson Executive Director, Council for International 2002 29
(Age 60) Exchange of Scholars (since 1998); Vice President,
Independent Trustee Institute of International Education (since 1998);
Senior Fellow, Cornell Institute of Public Affairs,
Cornell University (until December 1997); President
Emerita of Wells College and St. Lawrence
University; Director, Niagara Mohawk Power
Corporation (electric utility); Director, Ford
Foundation, International Fellowships Program
(since 2002); Director, Lois Roth Endowment (since
2002); Director, Council for International
Educational Exchange (since 2003); Advisory Board,
UNCF, Global Partnerships Center (since 2002).

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2007 (continued)

Steven R. Pruchansky Chairman and Chief Executive Officer, Greenscapes 1994 30
(Age 59) of Southwest Florida, Inc. (since 2000); Director
Independent Trustee and President, Greenscapes of Southwest Florida,
Inc. (until 2000); Managing Director, JonJames, LLC
(real estate) (since 2001); Director, First Signature
Bank & Trust Company (until 1991); Director, Mast
Realty Trust (until 1994); President, Maxwell
Building Corp. (until 1991).

Norman H. Smith Lieutenant General, United States Marine Corps; 1994 30
(Age 70) Deputy Chief of Staff for Manpower and Reserve
Independent Trustee Affairs, Headquarters Marine Corps; Commanding
General III Marine Expeditionary Force/3rd Marine
Division (retired 1991).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2005

James F. Carlin Chairman and Treasurer, Alpha Analytical Inc. 1994 30
(Age 63) (analytical laboratory) (since 1985); Part Owner and
Independent Trustee Treasurer, Lawrence Carlin Insurance Agency, Inc.
(since 1995); Part Owner and Vice President, Mone
Lawrence Carlin Insurance Agency, Inc. (since
1996); Director and Treasurer, Rizzo Associates
(until 2000); Chairman and CEO, Carlin
Consolidated, Inc. (management/investments) (since
1987); Director and Partner, Proctor Carlin & Co.,
Inc. (until 1999); Trustee, Massachusetts Health and
Education Tax Exempt Trust (since 1993); Director
of the following: Uno Restaurant Corp. (until 2001),
Arbella Mutual (insurance) (until 2000), HealthPlan
Services, Inc. (until 1999), Flagship Healthcare, Inc.
(until 1999), Carlin Insurance Agency, Inc. (until
1999); Chairman, Massachusetts Board of Higher
Education (until 1999).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2005 (continued)

William H. Cunningham Former Chancellor, University of Texas System and 1994 30
(Age 60) former President of the University of Texas, Austin,
Independent Trustee Texas; Chairman and CEO, IBT Technologies (until
2001); Director of the following: The University of
Texas Investment Management Company (until
2000), Hire.com (since 2000), STC Broadcasting,
Inc. and Sunrise Television Corp. (until 2001),
Symtx, Inc. (since 2001), Adorno/Rogers
Technology, Inc. (since 2001), Pinnacle Foods
Corporation (since 2001), rateGenius (since 2001),
Jefferson-Pilot Corporation (diversified life insurance
company) (since 1985), New Century Equity
Holdings (formerly Billing Concepts) (until 2001),
eCertain (until 2001), ClassMap.com (until 2001),
Agile Ventures (until 2001), LBJ Foundation (until
2000), Golfsmith International, Inc. (until 2000),
Metamor Worldwide (until 2000), AskRed.com
(until 2001), Southwest Airlines (since 2000) and
Introgen (since 2000); Advisory Director, Q
Investments (since 2000); Advisory Director, Chase
Bank (formerly Texas Commerce Bank -- Austin)
(since 1988), LIN Television (since 2002) and
WilTel Communications (since 2002).

John P. Toolan Director, The Smith Barney Muni Bond Funds, The 1994 30
(Age 73) Smith Barney Tax-Free Money Funds, Inc., Vantage
Independent Trustee Money Market Funds (mutual funds), The
Inefficient-Market Fund, Inc. (closed-end investment
company); Chairman, Smith Barney Trust Company
of Florida (retired 1991); Director, Smith Barney,
Inc., Mutual Management Company and Smith
Barney Advisers, Inc. (investment advisers) (retired
1991); Senior Executive Vice President, Director and
member of the Executive Committee, Smith Barney,
Harris Upham & Co., Incorporated (investment
bankers) (until 1991).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2005 (continued)

John M. DeCiccio Director, John Hancock Life Insurance Co. 2001 50
(Age 55) (Financial Services); Executive Vice President and
Interested Trustee* Chief Investment Officer, John Hancock Financial
Services, Inc. (Holding Company); John Hancock
Life Insurance Company; Chairman of the
Committee of Finance of John Hancock Life
Insurance Company; Director, John Hancock
Subsidiaries, LLC, Hancock Natural Resource
Group, Independence Investment LLC, Declaration
Management & Research LLC, The Berkeley
Financial Group, LLC, John Hancock Advisers, LLC,
John Hancock Funds, LLC, and Massachusetts
Business Development Corporation.

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2006

Ronald R. Dion Chairman and Chief Executive Officer, R. M. 1998 30
(Age 57) Bradley & Co., Inc.; Director, The New England
Independent Trustee Council and Massachusetts Roundtable; Director,
Boston Stock Exchange; Trustee, North Shore
Medical Center; Director, BJ's Wholesale Club, Inc.
and a corporator of the Eastern Bank; Trustee,
Emmanuel College.

Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. 1994 30
(Age 65) (retirement services); Senior Vice President and
Independent Trustee Chief Financial Officer, UGI Corporation (Public
Utility Holding Company) (retired 1998); Vice
President and Director for AmeriGas, Inc. (retired
1998); Director of AmeriGas Partners, L.P. (until
1997) (gas distribution); Director, EnergyNorth, Inc.
(until 1995); Director, Parks and History Association
(since 2001).

John A. Moore President and Chief Executive Officer, Institute for 2002 29
(Age 64) Evaluating Health Risks, (nonprofit institution)
Independent Trustee (until 2001); Chief Scientist, Sciences International
(health research) (since 1998); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit
research) (since 2002).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2006 (continued)

Maureen Ford Goldfarb Executive Vice President, John Hancock Financial 2000 50
(Age 48) Services, Inc., John Hancock Life President and
Interested Trustee* Chief Executive Officer, John Hancock Advisers,
Chairman, President and LLC (the "Adviser") and The Berkeley Financial
Chief Executive Officer Group, Inc. ("The Berkeley Group"); Chairman,
Director and Chief Executive Officer, John Hancock
Funds, LLC ("John Hancock Funds"); Director, John
Hancock Subsidiaries, LLC; Chairman, Director,
President and Chief Executive Officer, Sovereign
Asset Management Corporation (SAMCorp.);
Director, Independence Investment LLC and
Signature Services, Inc.; Investment Company
Institute, Board of Governors (since 2002),
Senior Vice President, MassMutual Insurance Co.
(until 1999).

* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the funds and the Adviser.

Executive Officers

In addition to the Chairman, President and Chief Executive Officer (Ms.
Ford Goldfarb), the table below lists each fund's executive officers.

Name, (Age), Address(1) Principal Occupation(s) Officer
and Position with the Funds During the Past Five Years Since
----------------------------- -------------------------------------------------------- --------

Susan S. Newton Senior Vice President and Secretary, each of the John 1994
(Age 53) Hancock funds; Senior Vice President, Secretary and
Senior Vice President Chief Legal Officer, the Adviser, John Hancock Funds,
and Secretary LLC, The Berkeley Group and SAMCorp.

Richard A. Brown Senior Vice President, Chief Financial Officer and 2000
(Age 54) Treasurer, the Adviser, the John Hancock Fund
Senior Vice President Complex, and The Berkeley Group; Second Vice
and Chief Financial Officer President and Senior Associate Controller, Corporate
Tax Department, John Hancock Financial Services, Inc.
(until 2001).

William H. King Vice President and Treasurer, each of the John Hancock 1994
(Age 51) funds; Vice President, the Adviser.
Vice President and Treasurer

Thomas H. Connors Vice President and Compliance Officer, each of the 1996
(Age 44) John Hancock funds and the Adviser; Vice President,
Vice President and John Hancock Funds, LLC.
Compliance Officer

(1) Business address for independent and interested Trustees and officers is
101 Huntington Avenue, Boston Massachusetts 02199.

The fund's Board of Trustees currently has four standing Committees: The
Audit Committee, the Administration Committee, the Contracts/Operations
Committee and the Investment Performance Committee. Each Committee is comprised
of Independent Trustees who are not "interested persons."

The Board of Trustees held six meetings during the fund's fiscal year ended
October 31, 2003. No Trustees, except Mr. DeCiccio, attended fewer than 75% of
the aggregate of (i) the total number of meetings of the Trustees of the fund
and (2) the total number of meetings held by all committees of the Trust on
which they serve. Mr. DeCiccio attended more than 50% of the meetings.

The Board of Trustees has an Audit Committee consisting of Messrs. Ladner,
Moore and Toolan and Ms. McGill Peterson. All members of the Audit Committee are
Independent under the New York Stock Exchange's Revised Listing Rules, and each
member is financially literate with at least one having accounting or financial
management expertise. The Board has adopted a written charter for the Audit
Committee, which is attached as Exhibit A. The Audit Committee held four
meetings during the fund's 2003 fiscal year. The Audit Committee recommends to
the full board the appointment of outside auditors for the fund, oversees and
monitors the audit of the fund, communicates with both the independent auditors
and inside auditors on a regular basis and provides a forum for the auditors to
report and discuss any matters they deem appropriate at any time. The Audit
Committee reports that it has (1) reviewed and discussed the fund's audited
financial statements with management; (2) discussed with the independent
auditors the matters relating to the quality of the fund's financial reporting
as required by SAS 61;

(3) received written disclosures and an independence letter from the independent
auditors required by ISB Standard No. 1, and discussed with the auditors their
independence; and (4), based on these discussions, recommended to the Board that
the fund's financial statements be included in the fund's annual report for the
last fiscal year.

The Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Carlin, Pruchansky and Smith.
The Contract/Operations Committee held six meetings during the fund's 2003
fiscal year. The Contracts/Operations Committee oversees the initiation,
operation and renewal of the various contracts between the fund and other
entities. These contracts include advisory and subadvisory agreements, custodial
and transfer arrangements and arrangements with other service providers.

The Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Messrs. Cunningham and Dion. The
Investment Performance Committee held four meetings during the fund's 2003
fiscal year. The Investment Performance Committee monitors and analyzes the
performance of the fund generally, consults with the Adviser as necessary with
respect to matters considered to require special attention and reviews peer
groups and other comparative standards as necessary.

The Board of Trustees has an Administration Committee, which among other
things, serves as a nominating committee. The Administration Committee members
are Messrs. Carlin, Cunningham, Dion, Ladner, Moore, Purchansky, Smith, Toolan
and Ms. McGill Peterson. All members of the Administration Committee are
independent under the New York Stock Exchange's Revised Listing Rules and are
not interested persons, as defined in the Investment Company Act of 1940, as
amended, of John Hancock or the Fund (the "Independent Trustees"). The Board has
adopted a written charter for the Administration Committee, which is attached as
Exhibit B to this proxy statement. The Administration Committee held six
meetings during the Fund's 2003 fiscal year. The Administration Committee
selects and nominates for appointment and election candidates to serve as
Trustees who are Independent Trustees. The Trustees who are not Independent
Trustees and the officers of the Fund are nominated and selected by the Board.

The Administration Committee does not have at this time formal criteria for
the qualifications of candidates to serve as an Independent Trustee, although
the Administration Committee may develop them in the future. In reviewing a
potential nominee and in evaluating the renomination of current Independent
Trustees, the Administration Committee has historically applied the following
criteria: (i) the nominee's reputation for integrity, honesty and adherence to
high ethical standards, (ii) the nominee's business acumen, experience and
ability to exercise sound judgments, (iii) a commitment to understand the Fund
and the responsibilities of a trustee of an investment company, (iv) a
commitment to regularly attend and participate in meetings of the Board and its
committees, (v) the ability to understand potential conflicts of interest
involving management of the Fund and to act in the interests of all
shareholders, and (vi) the absence of a real or apparent conflict of interest
that would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of an Independent Trustee. The
Administration Committee does not necessarily place the same emphasis on each
criteria and each nominee may not have each of these qualities. The
Administration Committee does not discriminate on the basis of race, religion,
national origin, sex, sexual orientation, disability or any other basis
proscribed by law.

As long as an existing Independent Trustee continues, in the opinion of the
Administration Committee, to satisfy these criteria, the Fund anticipates that
the Committee would favor the renomination of an existing Trustee rather than a
new candidate. Consequently, while the Administration Committee will consider
nominees recommended by shareholders to serve as trustees, the Administration
Committee may only act upon such recommendations if there is a vacancy on the
Board or the Administration Committee determines that the selection of a new or
additional Independent Trustee is in the best interests of the Fund. In the
event that a vacancy arises or a change in Board membership is determined to be
advisable, the Administration Committee will, in addition to

any shareholder recommendations, consider candidates identified by other means,
including candidates proposed by members of the Administration Committee. While
it has not done so in the past, the Administration Committee may retain a
consultant to assist the Committee in a search for a qualified candidate.

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

Shareholders may communicate with the members of the Board as a group or
individually. Any such communication should be sent to the Board or an
individual Trustee c/o the secretary of the Fund at the address on the notice of
this meeting. The Secretary may determine not to forward any letter to the
members of the Board that does not relate to the business of the Fund. Ms. Ford
Goldfarb typically attends shareholder meetings and other members of the Board
may, but generally do not, attend.

Trustee Ownership

The following table provides a dollar range indicating each Trustee's
ownership of equity securities of the fund as well as aggregate holdings of
equity securities of all John Hancock funds overseen by the Trustee, as of
December 31, 2003.

Trustee Holdings(1)

Bank and Thrift Opportunity All John Hancock
Fund funds overseen
------------------------------- -----------------
Name of Trustee Shares Dollar Range Dollar Range
----------------------- -------- -------------------- -----------------

Independent Trustees
James F. Carlin 400 $1 - $10,000 Over $100,000
William H. Cunningham -- -- Over $100,000
Ronald R. Dion 100 $1 - $10,000 Over $100,000
Charles L. Ladner 800 $1 - $10,000 Over $100,000
John A. Moore -- -- Over $100,000
Patti McGill Peterson -- -- Over $100,000
Steven R. Pruchansky 500 $1 - $10,000 Over $100,000
Norman H. Smith 1,635 $10,001 - $50,000 Over $100,000
John P. Toolan 7,901 $50,001 - $100,000 Over $100,000

Interested Trustees
John M. DeCiccio -- -- Over $100,000
Maureen R. Ford 100 $1 - $10,000 Over $100,000

(1) The amounts reflect the aggregate dollar range of equity securities
beneficially owned by the Trustees in the fund and in all John Hancock
funds overseen by each Trustee. For each Trustee, the amounts reflected
include share equivalents of certain John Hancock funds in which the
Trustee is deemed to be invested pursuant to the Deferred Compensation Plan
for Independent Trustees, as more fully described under "Remuneration of
Officers and Trustees". The information as to beneficial ownership is based
on statements furnished to the fund by the Trustees. Each of the Trustees
has all voting and investment powers with respect to the shares indicated.
None of the Trustees beneficially owned individually, and the Trustees and
executive officers of the funds as a group did not beneficially own, in
excess of one percent of the outstanding shares of any fund.

Compliance with Section 16(a) Reporting Requirements

Section 16(a) of the Securities Exchange Act of 1934 requires the fund's
executive officers, Trustees and persons who own more than 10% of the fund's
shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees and 10% Shareholders are required by SEC regulations to
furnish the fund with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of these reports furnished to the fund and
representations that no other reports were required to be filed, the fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements.

Remuneration of Trustees and Officers

The following table provides information about the compensation paid by the
fund and the other investment companies in the John Hancock fund complex to the
Independent Trustees for their services for the year ended October 31, 2003. The
two non-Independent Trustees, Ms. Ford Goldfarb and Mr. DeCiccio, and each of
the fund's officers are interested persons of the Adviser, are compensated by
the Adviser and/or its affiliates and receive no compensation from the fund for
their services.

Total Compensation
Aggregate All Funds in
Compensation John Hancock Fund
Independent Trustees from the Fund Complex(1)
------------------------ --------------- -------------------

James F. Carlin $ 5,889 $ 76,250
William H. Cunningham* 5,733 74,250
Ronald R. Dion* 5,903 77,250
Charles L. Ladner 5,840 78,000
John A. Moore* 4,309 74,000
Patti McGill Peterson 4,051 72,750
Steven R. Pruchansky* 5,994 79,250
Norman H. Smith* 6,064 77,750
John P. Toolan* 5,839 78,250
------- --------
Totals $49,622 $687,750

(1) The total compensation paid by the John Hancock fund complex to the
Independent Trustees for the calendar year ended December 31, 2003. All the
Independent Trustees are Trustees of 30 funds in the John Hancock fund
complex, except for Ms. McGill Peterson and Mr. Moore, who are Trustees of
29 funds.
* As of December 31, 2003, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Cunningham was $563,218, for Mr. Dion was $193,220, for Mr. Moore was
$248,464, for Mr. Pruchansky was $150,981, for Mr. Smith was $276,224 and
for Mr. Toolan was $633,254 under the John Hancock Deferred Compensation
Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent
Trustee may elect to have his or her deferred fees invested by a fund in
shares of one or more funds in the John Hancock fund complex and the amount
paid to the Trustees under the Plan will be determined based upon the
performance of such investments. Deferral of Trustees' fees does not
obligate the fund to retain the services of any Trustee or obligate the
fund to pay any particular level of compensation to the Trustee.

Material Relationships of the Independent Trustees

As of December 31, 2003, none of the Independent Trustees, nor any
immediate family member, owns shares of John Hancock Advisers, LLC (the
"investment adviser") or a principal underwriter of the Fund, nor does any such
person own shares of a company controlling, controlled by or under common
control with, the investment adviser or a principal underwriter of the fund.

There have been no transactions by the fund since the beginning of the
fund's last two fiscal years, nor are there any transactions currently proposed,
in which the amount exceeds $60,000, and in which any trustee of the fund or any
immediate family members has or will have a direct or indirect material
interest, nor have any of the foregoing persons been indebted to the fund in an
amount in excess of $60,000 at any time since that date.

No Independent Trustee, nor any immediate family member has had, in the
past five years, any direct or indirect interest, the value of which exceeds
$60,000, in the investment adviser, a principal underwriter of the fund or in a
person (other than a registered investment company) directly or indirectly
controlling, controlled by

or under common control with, the investment adviser or principal underwriter of
the fund. Moreover, no Independent Trustee or immediate family member has, or
has had in the last two fiscal years of the fund, any direct or indirect
relationships or material interest in any transaction or in any currently
proposed transaction, in which the amount involved exceeds $60,000, in which the
following persons were or are a party: the fund, an officer of the fund, any
investment company sharing the same investment adviser or principal underwriter
as the fund or any officer of such a company, any investment adviser or
principal underwriter of the fund or any officer of such a party, any person
directly or indirectly controlling, controlled by or under common control with,
the investment adviser or principal underwriter of the fund, or any officer of
such a person.

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

Legal Proceedings

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

PROPOSAL 2

RATIFICATION OF SELECTION OF
THE INDEPENDENT PUBLIC ACCOUNTANTS

The Trustees, including a majority of the Independent Trustees, have
selected Deloitte & Touche LLP ("Deloitte & Touche") to act as independent
public accountants for the fund's fiscal year ending October 31, 2004.

The following table sets forth the aggregate fees billed by the independent
accountants for the fund's 2003 and 2002 fiscal years for professional services
rendered for: (i) the audit of the fund's annual financial statements and the
review of financial statements included in the fund's reports to stockholders;
(ii) assurance and related services that are reasonably related to the audit of
the Fund's financial statements, (iii) tax compliance, tax advice or tax
planning and (iv) all services other than (i), (ii) and (iii). The table also
discloses the aggregate fees paid during the 2002 and 2003 fiscal years to the
Funds, independent accountants by John Hancock Advisers, LLC and any entity
controlling, controlled by or under common control with John Hancock Advisers,
LLC to the extent that the engagement relates directly to the operations and
financial reporting of registered investment companies (the "Adviser and Adviser
Affiliates").

Audit-related All other
Audit fees fees Tax fees fees
--------------------- ------------- ------------------- ------------
2002 2003 2002 2003 2002 2003 2002 2003
---------- ---------- ------ ------ --------- --------- ------ -----

Bank and Thrift Opportunity ............ $35,150 $35,150 $0 $0 $2,100 $2,100 $0 $0
The Adviser and Adviser Affiliates ..... $ 0 $ 0 $0 $0 $ 0 $ 0 $0 $0

The Fund's Audit Committee has adopted procedures to pre-approve audit and
non-audit services for the Funds and the Adviser and Adviser Affiliates. These
procedures identify certain types of audit and non-audit services that are
anticipated to be provided by Deloitte & Touche during a calendar year and,
provided the services are within the scope and value standards set forth in the
procedures, pre-approve those engagements. The scope and value criteria are
reviewed annually. These procedures require both audit and non-audit sources to
be approved by the Audit Committee prior to Deloitte & Touche being engaged. In
recommending Deloitte & Touche as the Fund's independent accountants, the Audit
Committee has considered the compensation provided to Deloitte & Touche for
audit and non-audit services to the Adviser and Adviser Affiliates and has
determined that such compensation is not incompatible with maintaining Deloitte
& Touche's independence. The aggregate amount of non-audit fees paid by the
Fund, the Adviser and an Advisor Affiliate that provide services to the Fund
were $2,100 and $190,913 for the fiscal years ending October 31, 2002 and 2003.

Deloitte & Touche has advised the fund that it has no direct or indirect
financial interest in the fund. This selection is subject to the approval by the
shareholders of the fund at the meeting. The enclosed proxy card provides space
for instructions directing the proxies named on the proxy card to vote for,
against, or abstain from, ratifying that selection. A representative of Deloitte
& Touche is expected to be present at the meeting, will have the opportunity to
make a statement if the representative desires to do so and will be available to
respond to appropriate questions relating to the examination of the fund's
financial statements.

The Board of Trustees, including all the Independent Trustees, unanimously
recommends that shareholders ratify the selection of Deloitte & Touche as
independent public accountants of the fund for the fiscal year ending October
31, 2004.

Vote Required to Ratify the Selection of Independent Public Accountants

The approval of a "majority" of the shares of the fund is required to
ratify the selection of Deloitte & Touche as such fund's independent public
accountants.

MISCELLANEOUS

Voting; Quorum; Adjournment

The following vote is required to approve each respective proposal:

Proposal Vote Required
--------------------------------------------------------------------------------------------------

Election of Trustees A plurality of all votes cast, assuming a quorum exists.* A "plurality"
(Proposal 1) means that the three nominees up for election receiving the greatest
number of votes will be elected as trustees, regardless of the number of
votes cast.

Ratification of Public The affirmative vote of more than 50% of the votes cast, assuming a
Accountants quorum exists.*
(Proposal 2)

* In order for a "quorum" to exist, a majority of the shares outstanding and
entitled to vote must be present at the meeting, either in person or by
proxy, determined in accordance with the table below.

Proposals 1 and 2 in this proxy statement are considered routine matters
on which brokers holding shares in "street name" may vote without instruction
under the rules of the New York Stock Exchange.

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

Shares Quorum Voting
------------------------- ----------------------------------- -------------------------------------------

In General All shares "present" in person or Shares present in person will be voted in
by proxy are counted in person by the shareholder at the meeting.
determining whether a quorum Shares present by proxy will be voted by
exists. the proxyholder in accordance with
instructions supplied in the proxy.

Broker Non-Vote Considered "present" at meeting. Not voted. Same effect as a vote "against"
a proposal.

Proxy with No Voting Considered "present" for Will be voted "for" the proposal by the
Instruction (other than determining whether a quorum proxyholder.
Broker Non-Vote) exists.

Vote to Abstain Considered "present" for Disregarded. Because abstentions are not
determining whether a quorum votes "cast," abstentions will have no
exists. effect on whether a proposal is approved.

If a quorum is not present, the persons named as proxies may vote their
proxies to adjourn the meeting to a later date. If a quorum is present, but
there are insufficient votes to approve any proposal, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation. Shareholder action may be taken on one or more proposals prior to
such adjournment. Proxies instructing a vote for a proposal will be voted in
favor of an adjournment with respect to that proposal, and proxies instructing a
vote against a proposal will be voted against an adjournment with respect to
that proposal.

Expenses and Methods of Solicitation

The costs of the meeting, including the solicitation of proxies, will be
paid by the fund. Persons holding shares as nominees will be reimbursed by the
fund, upon request, for their reasonable expenses in sending soliciting material
to the principals of the accounts. In addition to the solicitation of proxies by
mail, Trustees, officers and employees of the fund or of the fund's adviser may
solicit proxies in person or by telephone. John Hancock Advisers, LLC, 101
Huntington Avenue, Boston, Massachusetts 02199-7603, serves as the fund's
investment adviser and administrator. Mellon Investors Services LLC has been
retained to assist in the solicitation of proxies at a cost of approximately
$5,000, plus reasonable expenses.

Telephone Voting

In addition to soliciting proxies by mail, by fax or in person, the fund
may also arrange to have votes recorded by telephone by officers and employees
of the fund or by the personnel of the adviser or the transfer agent or
solicitor. The telephone voting procedure is designed to verify a shareholder's
identity, to allow a shareholder to authorize the voting of shares in accordance
with the shareholder's instructions and to confirm that the voting instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, the telephone votes would not be counted at the meeting. The
fund has not obtained an opinion of counsel about telephone voting, but is
currently not aware of any challenge.

o A shareholder will be called on a recorded line at the telephone number
in the fund's account records and will be asked to provide the
shareholder's social security number or other identifying information.

o The shareholder will then be given an opportunity to authorize proxies
to vote his or her shares at the meeting in accordance with the
shareholder's instructions.

o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the
voting instructions by mail.

o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.

o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and vote the
shares at the meeting.

Other Matters

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

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at a fund's annual meeting
in 2005 must be received by the fund at its offices at 101 Huntington Avenue,
Boston, Massachusetts, after September 30, 2004, but no later than October 29,
2004, for inclusion in that fund's proxy statement and form of proxy relating to
that meeting (subject to certain exceptions).

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

Dated: January 30, 2004

EXHIBIT A

JOHN HANCOCK FUNDS
AUDIT COMMITTEE CHARTER

A. Composition. The Audit Committee shall be composed exclusively of
Independent Trustees who are designated for membership from time to time by the
Administration Committee. The Audit Committee shall be composed of at least
three Independent Trustees who are free of any relationship that, in the opinion
of the Administration Committee, may interfere with such member's individual
exercise of independent judgment and are otherwise independent under any
applicable rule or listing requirement. Each Audit Committee member shall also
meet the independence and financial literacy requirements for serving on audit
committees, and at least one member shall have accounting or related financial
management expertise, all as set forth in applicable rules or listing
requirements.

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

C. Oversight. The independent auditors shall report directly to the Audit
Committee, and the Audit Committee shall be directly responsible for oversight
of the work of the independent auditors, including resolution of disagreements
between any fund's management and the independent auditors regarding financial
reporting.

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

1. To oversee the funds' auditing and accounting process.

2. To approve, and recommend to the full Board of Trustees for its
ratification and approval in accord with applicable law, the selection
and appointment of an independent auditor for each fund prior to the
engagement of such independent auditor.

3. To pre-approve all audit and non-audit services provided to each fund
by its independent auditor, directly or by establishing pre-approval
policies and procedures pursuant to which such services may be
rendered, provided however, that any such policies and procedures are
detailed as to particular services, the Audit Committee is informed of
each service, and any such policies and procedures do not include the
delegation of the Audit Committee's responsibilities under the
Securities Exchange Act of 1934 or applicable rules or listing
requirements.

4. To pre-approve all non-audit services provided by a Fund's independent
auditor to the Fund's investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the Fund, if the engagement relates
directly to the operations and financial reporting of the Fund.

5. To monitor the independent auditor of each fund throughout the
engagement to attempt to identify: conflicts of interest between
management and the independent auditor as a result of employment
relationships; the provision of prohibited non-audit services to a fund
by its independent auditor; violations of audit partner rotation
requirements; and prohibited independent auditor compensation
arrangements whereby individuals employed by the auditor are
compensated based on selling non-audit services to the fund.

6. To meet with independent auditors, management's internal auditors, and
the funds' senior management to review the form and substance of the
funds' financial statements and reports.

7. To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their auditing
programs.

8. To oversee the adoption and implementation of any codes of ethics
required under applicable law.

9. To assess each independent auditor's independence at least annually. In
connection with this assessment, the Audit Committee shall obtain and
review a report by the independent auditor describing all relationships
between the independent auditor and each fund, including the
disclosures required by any applicable Independence Standards Board
Standard No. 1. The Audit Committee shall engage in an active dialogue
with each independent auditor concerning any disclosed relationships or
services that might impact the objectivity and independence of the
auditor.

10. To review and determine appropriate responses to any problems that may
be reported to it arising out of a fund's accounting, auditing or
financial reporting functions, and to receive and consider reports on
critical accounting policies and practices and alternative treatments
discussed with management.

11. To review, determine the appropriateness of and approve the auditing
and other fees charged by the external auditing firms. The Audit
Committee shall be empowered to cause the funds to pay the compensation
of the independent auditors.

12. To review the procedures for allocating fund brokerage, the allocation
of trades among various accounts under management and the fees and
other charges for fund brokerage.

13. To receive and consider reports from the independent auditors regarding
reviews of the operating and internal control structure of custodian
banks and transfer agents, including procedures to safeguard fund
assets.

14. To monitor securities pricing procedures and review their
implementation with management, management's internal auditors,
independent auditors and others as may be required.

15. To establish and monitor, or cause to be established and monitored,
procedures for the receipt, retention, and treatment of complaints
received by a listed fund regarding accounting, internal accounting
controls, or auditing matters, and the confidential, anonymous
submission by employees of a listed fund regarding questionable
accounting or auditing matters, as and when required by applicable
rules or listing requirements.

16. To review and discuss with each fund's management and independent
auditor the funds' audited financial statements and the matters about
which Statement on Auditing Standards No. 61 (Codification of
Statements on Auditing Standards, AU [sec]380) requires discussion.

17. To consider, where required, whether it will recommend to the Board of
Trustees of each fund that the fund's audited financial statements be
included in the Company's annual report to shareholders.

18. To provide, where required, an annual committee report for inclusion in
the proxy statement of each fund relating to any meeting of
stockholders.

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

F. Additional Responsibilities. The Committee shall serve as the "qualified
legal compliance committee" (as such term is defined in 17 CFR Part
205)("QLCC"), the duties of which are listed on Attachment 1 to this Charter;
and shall also perform other tasks assigned to it from time to time by the
Administration Committee or the full Board, and will report findings and
recommendations to the Administration Committee or the full Board, as
appropriate.

G. Governance. One member of the Committee shall be appointed as chair. The
chair shall be responsible for leadership of the Committee, including scheduling
meetings or reviewing and approving the schedule for them, preparing agendas or
reviewing and approving them before meetings, presiding over meetings, and
making reports to the Administration Committee or the full Board, as
appropriate. The designation of a person as an "audit committee financial
expert", within the meaning of the rules under Section 407 of the Sarbanes-Oxley
Act of 2002, shall not impose any greater responsibility or liability on that
person than the responsibility and liability imposed on such person as a member
of the Committee, nor shall it decrease the duties and obligations of other
Committee members or the Board.

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

I. Review. The Committee shall review this Charter at least annually and
shall recommend such changes to the Administration Committee or the full Board
as it deems desirable.

Attachment 1

QUALIFIED LEGAL COMPLIANCE COMMITTEE ("QLCC")
DUTIES AND RESPONSIBILITIES

> The QLCC shall adopt written procedures for the confidential receipt,
retention, and consideration of any report of evidence of a material
violation.

> The QLCC has the authority and responsibility, once a report of evidence of
a material violation by a Fund, its officers, directors, employees or
agents has been received by the QLCC:

(i) to inform the CLO and CEO of such report (except in the case where
the reporting attorney reasonably believes that it would be futile to
report evidence of a material violation to the CLO and CEO, and has
informed the QLCC of such belief); and

(ii) to determine whether an investigation is necessary or appropriate,
and, if it determines an investigation is necessary or appropriate,
to:

(A) notify the full board of directors;

(B) initiate an investigation, which may be conducted either by the
CLO or by outside attorneys; and

and, at the conclusion of such investigation, to:

(A) recommend, by majority vote, that the Fund implement an
appropriate response to evidence of a material violation; and

(B) inform the CLO and the CEO and the Board of Trustees of the
results of any such investigation and the appropriate remedial
measures.

(iii) by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event
that the Fund fails in any material respect to implement an
appropriate response that the QLCC has recommended.

Attachment 2

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it
by reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

The Audit Committee has reviewed and discussed with the Fund's management
and Deloitte & Touche LLP the audited financial statements of the Funds
contained in the Annual Reports on Form N-CSR for the 2003 fiscal year. The
Audit Committee has also discussed with Deloitte & Touche LLP the matters
required to be discussed pursuant to SAS No. 61 (Codification of Statements on
Auditing Standards, AU Section 380), which includes, amount other items, matters
related to the conduct of the audit of the Fund's financial statements.

The Audit Committee has received and reviewed the written disclosures and
the letter from Deloitte & Touche LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with Deloitte & Touche LLP its independence from the Funds.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in each Fund's Annual Report on Form N-CSR for filing with the
Securities and Exchange Commission.

Submitted by the Audit Committee

John P. Toolan, Chairman
Charles L. Ladner
John A. Moore
Patti McGill Peterson

EXHIBIT B

JOHN HANCOCK FUNDS
ADMINISTRATION COMMITTEE CHARTER

A. Composition. The Administration Committee shall be composed of all of
the Independent Trustees.

B. Overview. The overall charter of the Administration Committee is: (i) to
review and comment on complex-wide matters to facilitate uniformity among the
funds; (ii) to select and nominate Independent Trustees to be added to the
Board; (iii) to oversee liaison between management and the Independent Trustees;
(iv) to review the performance of the Independent Trustees as appropriate; (v)
to review matters relating to the Independent Trustees, such as compensation,
retirement arrangements, Committee assignments and the like; (vi) to consider
matters of general corporate governance applicable to the Independent Trustees,
and (vii) when appropriate, to oversee the assignment of tasks to other
Committees.

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

1. To consider the allocation of activities among the various Committees
and the full Board, to suggest to the Committees the degree of detail in
their reports to the full Board, and to establish membership and
rotation policies for Committees.

2. To consider the number of funds under supervision by the Independent
Trustees and the ability of the Independent Trustees to discharge
successfully their fiduciary duties and to pursue self-education in
mutual fund matters.

3. To propose the amount of compensation to be paid by the funds to the
Independent Trustees and to address compensation-related matters, such
as expense reimbursement policies.

4. To evaluate, from time to time, the time, energy, expertise, knowledge,
judgment and personal skills which Independent Trustees brings to the
Board and to consider retirement policies for the Independent Trustees.

5. To select and nominate any new Independent Trustees as needed and, in
that connection, to solicit nominees for Independent Trustees, to
conduct personal interviews and other investigation of nominees as
appropriate and desired, considering nominees who possess leadership,
business judgement and management experience which will be useful in
service to the fund and its shareholders and who have adequate time to
devote to their duties.

6. To participate in the development of agendas for Board and Committee
meetings.

7. To consider, evaluate and make recommendations regarding the type and
amount of fidelity bond, and director and officer and/or errors and
omission insurance coverage, for the funds, the Board and the
Independent Trustees, as applicable.

8. To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged from time to time, other than as may be
engaged directly by another Committee.

9. To evaluate feedback from shareholders as appropriate.

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

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

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

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

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

Annual Meeting of Shareholders
March 18, 2004

The undersigned holder of shares of beneficial interest of John Hancock Bank and
Thrift Opportunity Fund appoints MAUREEN FORD GOLDFARB, WILLIAM H. KING and
SUSAN S. NEWTON, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 18, 2004 at the offices
of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all shares of the
Fund held by the undersigned or in respect of which the undersigned would be
entitled to vote or act, with all powers the undersigned would possess if
personally present. All proxies previously given by the undersigned in respect
of said meeting are hereby revoked.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------

Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

--------------------------------------------------------------------------------
Address Change/Comments (Mark the corresponding box on the reverse side)

--------------------------------------------------------------------------------

[ ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

1. To elect the following nominees to serve as Trustees of the Fund.

(01) Patti McGill Peterson (02) Steven R. Pruchansky (03) Norman H. Smith

FOR WITHHOLD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES

[ ] _______________________________________
For all nominees except as noted above

--------------------------------------------------------------------------------
JOHN HANCOCK BANK AND THRIFT
OPPORTUNITY FUND
--------------------------------------------------------------------------------

2. To ratify the selection of For Against Abstain
Deloitte & Touche LLP as Inde-
pendent public accountants. [ ] [ ] [ ]

Specify your vote by marking the appropriate spaces. If no specification is
made, this proxy will be voted for the nominees named in the proxy statement and
in favor of proposal 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which may properly
come before the meeting.

Please be sure to sign and date this Proxy.

Signature: ___________ Date: ___________ Signature: ___________ Date: _________