August 25, 2004 EDGAR United States Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form N-CSR John Hancock Tax-Advantaged Dividend Income Fund (the "Registrant") File No. 811-21416 Ladies and Gentlemen: Enclosed herewith for filing pursuant to the Investment Company Act of 1940 and the Securities Exchange Act of 1934 is the Registrant's Form N-CSR filing for the period ending June 30, 2004. If you have any questions or comments regarding this filing, please contact the undersigned at (617) 375-1513. Sincerely, /s/Alfred P. Ouellette Alfred P. Ouellette Senior Attorney and Assistant Secretary ITEM 1. REPORT TO SHAREHOLDERS. JOHN HANCOCK Tax-Advantaged Dividend Income Fund 6.30.2004 Semiannual Report [A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower, center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."] [A photo of James A. Shepherdson, Chairman, President and Chief Executive Officer of John Hancock Funds, LLC flush left next to first paragraph.] WELCOME Table of contents Your fund at a glance page 1 Managers' report page 2 Fund's investments page 6 Financial statements page 11 For your information page 21 To Our Shareholders, I am pleased to be writing to you as Chairman, President and Chief Executive Officer of John Hancock Funds, LLC. As you may know, John Hancock Financial Services, Inc. -- the parent company of John Hancock Funds -- was acquired by Manulife Financial Corporation on April 28, 2004. Although this change has no impact on the mutual funds you have invested in, it did bring with it some changes in the executive-level management of John Hancock Funds. Specifically, Maureen Ford Goldfarb has decided to step down as Chairman, President and Chief Executive Officer of John Hancock Funds, LLC in order to pursue personal interests, and I was named her replacement. Since her appointment in January 2000, Maureen has provided John Hancock Funds with strong leadership and steady guidance through several years of extremely turbulent market and industry conditions. Additionally, on May 12, 2004, your fund's Board of Trustees appointed me to the roles of Trustee, President and Chief Executive Officer of your fund. On June 15, 2004, the board also appointed Charles L. Ladner as independent Chairman of the Board of Trustees, a position previously held by Ms. Goldfarb. This appointment came just in advance of new SEC regulations requiring all mutual funds to have independent chairmen. As to our backgrounds, I have been in the investment business for over 25 years, most recently as President of Retirement Services at John Hancock Financial Services. My responsibilities included developing and directing the sale of John Hancock's variable and fixed annuity products through a diverse distribution network of banks and broker-dealers -- including wirehouses, regional brokerage houses and financial planners. Mr. Ladner has served as an independent member of John Hancock Funds' Board of Trustees since 1992 and formerly held the position of Senior Vice President and Chief Financial Officer of UGI Corporation, a public utility holding company in Valley Forge, PA, until his retirement in 1998. He brings a wealth of knowledge, experience and leadership and we are delighted to have him serve as Chairman. Although there has been change in executive-level management, the one thing that never wavers is John Hancock Funds' commitment to placing the needs of our shareholders above all else. We are all dedicated to the task of working with you and your financial advisor to help you reach your long-term financial goals. Sincerely, /S/ JAMES A. SHEPHERDSON James A. Shepherdson, Chief Executive Officer This commentary reflects the CEO's views as of June 30, 2004. They are subject to change at any time. YOUR FUND AT A GLANCE The Fund seeks to provide a high level of after-tax total return from dividend income and capital appre- ciation. To meet its objectives, the Fund normally invests at least 80% of its assets in dividend-paying common and preferred securi- ties that the Adviser believes are eligible to pay dividends which qualify for U.S. taxation rates applicable to long- term capital gains, which currently are taxed at a maximum rate of 15%. Over the period * The stock market advanced only slightly amid concerns about rising interest rates and geopolitical concerns. * Financial stocks underperformed, but utility stocks held up better. * Volatility aided the Fund's ability to pick up attractively valued companies in its initial stages of operation. [Bar chart with heading "John Hancock Tax-Advantaged Dividend Income Fund." Under the heading is a note that reads "Fund performance for the six months ended June 30, 2004." The chart is scaled in increments of 2% with -4% at the bottom and 0% at the top. The bar represents the -3.50% total return for the Fund. A note below the chart reads "The total return for the Fund is at net asset value with all distributions reinvested."] Top 10 issuers 2.7% Bank of America Corp. 2.1% Dominion Resources, Inc. 2.1% Progress Energy, Inc. 2.1% DTE Energy Co. 2.1% Union Planters Corp. 2.1% Ameren Corp. 2.0% NSTAR 2.0% Royal Bank of Scotland Group Plc 2.0% Peoples Energy Corp. 2.0% Comerica, Inc. As a percentage of net assets plus the value of preferred shares on June 30, 2004. 1 BY GREGORY K. PHELPS, JAMES K. SCHMIDT, CFA, MARK T. MALONEY, AND LISA A. WELCH FOR THE PORTFOLIO MANAGEMENT TEAM MANAGERS' REPORT JOHN HANCOCK Tax-Advantaged Dividend Income Fund Utility and financial common stocks -- the two primary areas of emphasis of John Hancock Tax-Advantaged Dividend Income Fund -- traveled a bumpy road from the inception of the Fund on February 27, 2004 through June 30, 2004. They, like the entire stock market, made little headway as investors were buffeted by the positive news of a strengthening economy on the one hand, and by a list of growing concerns over interest rates, inflation and global political conditions on the other. Financial stocks initially performed reasonably well, bolstered by a string of mergers. But the group wound up underperforming both the broad market and utility stocks during the period because investors viewed them as especially sensitive to rising interest rates, which the Federal Reserve Board raised on June 30th as expected. Utility stocks also battled against the weight of interest rate hike fears. But other more positive developments - -- including their ongoing efforts to repair their balance sheets by selling unprofitable, unregulated subsidiaries and reducing debt -- helped stabilize their returns. The performance of preferred stocks -- which are a secondary focus of the Fund -- was lackluster as they were range-bound by changing expectations about the economy, inflation and interest rates. "Utility and financial com mon stocks...traveled a bumpy road from the inception of the Fund..." FUND PERFORMANCE From its inception on February 27, 2004 through June 30, 2004, John Hancock Tax-Advantaged Dividend Income Fund returned -3.50% at net asset value. Over the same period, the Standard & Poor's 500 Index returned 0.19%. BUILDING THE PORTFOLIO Although the volatility that characterized the stock market during the initial stages of investing the portfolio was 2 challenging over the short term, it held a silver lining of sorts for investors with a long-term view. It afforded us the opportunity to take a gradual approach to finding companies we liked at prices we felt were below their fair value. [Photos of Greg Phelps, Jim Schmidt, Mark Maloney and Lisa Welch flush right at top of page.] Of particular interest to us during the start-up stage of the Fund were utility common stocks, which benefited from slow but steady improvement in balance sheets and a number of dividend increases across the industry, as management responded to better financial conditions and the new federal 15% tax on qualified dividends. Given that backdrop, we invested in companies such as Dominion Resources, which was one of our best performers during the period. The company, a fully integrated gas and electric holding company, benefited from strong results from its regulated electric operation, as well as from improving trends in its gas operations due to rising energy prices. Another positive contributor was KeySpan Corp., one of the largest natural gas distribution utilities in the country. Our holdings in KeySpan were boosted by a combination of rising energy prices and the company's efforts to sell assets and pay down debt, which was seen by many investors as a precursor to higher dividends down the road. Higher oil and natural gas prices also helped boost our stake in Peoples Energy Corp., a holding company whose income is derived principally from its regulated utility subsidiaries, which are primarily engaged in the sale and transportation of natural gas to residential, commercial and industrial customers in Chicago and the northeast section of Illinois. FINANCIALS: SEARCH FOR DIVIDENDS Within the banking/financial sector, we built a substantial stake in banks such as Bank of America, which also was one of our best performers during the period. The number two U.S. bank was boosted in part by its announcement of a two-for-one stock split and a 12.5% increase in its quarterly dividend. Banks that were targeted in mergers -- such as the acquisition of Community First Bankshares by Bancwest Corporation -- also performed well. The current merger renaissance reaffirms two of 3 our theses: that banks perceive there to be value in bank branch networks and that there are still too many banks -- currently around 8,000 -- that will inevitably consolidate to a more workable level of about 4,000 nationwide. [Table at top left-hand side of page entitled "Top five industry groups 1." The first listing is Utilities 50%, the second is Banks--United States 26%, the third is Broker services 3%, the fourth is Finance 3% and the fifth is Oil & gas 2%.] PREFERRED STOCKS LACKLUSTER Most of our preferred stock holdings got caught up in the interest rate malaise that troubled the group during the period. Even high-quality holdings that produced good dividends -- such as Royal Bank of Scotland - -- couldn't overcome the challenges that daunted the sector. But a few were able to buck the trend. Our holdings in Xcel Energy, for example, performed relatively well. We were able to buy the stock when it was selling at a significant discount to its par value. Since then, it has risen in response to a credit rating upgrade and its attractive level of tax-advantaged dividends. [Pie chart at middle of page with heading "Portfolio diversification 1." The chart is divided into three sections (from top to left): Common stocks 70%, Preferred stocks 19% and Short-term investments & other 11%.] OUTLOOK On the very last day of the Fund's semiannual period, the Fed -- as anticipated -- raised short-term rates by one-quarter of a percentage point. In doing so, the Fed also reassured investors by saying it would continue to maintain a "measured" approach to future rate hikes, erasing current worries about rates moving too high too fast. Given those comments, plus the fact that there are some signs that the economy is already beginning to cool -- including reduced auto sales and mortgage refinancing -- we think that future interest rate hikes will be small and gradual. To the extent that the many economic and geopolitical crosscurrents remain unsettled as they are currently, the higher-yielding tax-advantaged common and preferred 4 stocks that the Fund emphasizes should benefit. We continue to be optimistic about the prospects for financial stocks. The banking sector continues to generate a lot of excess capital. We believe that one of the uses of this excess capital will be to continue paying dividends to bank shareholders. We also think that large, diversified banks will perform well, especially in comparison to the smaller regionals that focus on traditional banking activities. Commercial loan growth remains sluggish, but we think it could pick up later this year. Finally, given our belief that "mergers beget mergers," we believe that merger activity will continue to be strong, especially among banks. As for utility stocks, our outlook is favorable. The utility companies' improving financial health is likely to continue to catch the eye of investors seeking dividend-producing stocks. [Table at top of page entitled "SCORECARD." The header for the left column is "INVESTMENT" and the header for the right column is "PERIOD'S PERFORMANCE...AND WHAT'S BEHIND THE NUMBERS." The first listing is Dominion Resources followed by an up arrow with the phrase "Rising energy prices boost financial performance." The second listing is Bank of America followed by an up arrow with the phrase "Stock split and dividend hike help stock price." The third listing is Royal Bank of Scotland followed by a down arrow with the phrase "Preferred stock market malaise weighs on share price."] "We believe that one of the uses of this excess capital will be to continue paying dividends to bank shareholders." This commentary reflects the views of the portfolio management team through the end of the Fund's period discussed in this report. The managers' statements reflect their own opinions. As such, they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant. The Fund normally will invest at least 25% of its managed assets in securities of companies in each of the utilities and financial services industries. Such an investment concentration makes the Fund more susceptible than a broader diversified fund to factors adversely affecting the utilities and financial industries. Sector investing is subject to greater risks than the market as a whole. 1 As a percentage of the Fund's portfolio on June 30, 2004. 5 FINANCIAL STATEMENTS FUND'S INVESTMENTS Securities owned by the Fund on June 30, 2004 (unaudited) This schedule is divided into three main categories: common stocks, preferred stocks and short-term investments. Common stocks and preferred stocks are further broken down by industry group. Short-term investments, which represent the Fund's cash position, are listed last. ISSUER SHARES VALUE COMMON STOCKS 105.87% $806,192,855 (Cost $813,984,813) Banks -- United States 36.06% 274,562,952 AmSouth Bancorp. 775,000 19,739,250 Bank of America Corp. 365,000 30,886,300 Bank One Corp. 215,000 10,965,000 BB&T Corp. 495,000 18,300,150 Colonial BancGroup, Inc. (The) 275,000 4,996,750 Comerica, Inc. 411,900 22,605,072 Community First Bankshares, Inc. 180,000 5,794,200 F.N.B. Corp. 190,000 3,876,000 First Horizon National Corp. 290,000 13,186,300 FirstMerit Corp. 365,000 9,625,050 Hudson United Bancorp. 195,000 7,269,600 KeyCorp 749,000 22,387,610 National City Corp. 505,000 17,680,050 PNC Financial Services Group 335,000 17,781,800 Susquehanna Bancshares, Inc. 275,000 6,919,000 U.S. Bancorp 582,000 16,039,920 Union Planters Corp. 795,000 23,698,950 Wachovia Corp. 230,000 10,235,000 Wells Fargo & Co. 130,000 7,439,900 Whitney Holding Corp. 115,000 5,137,050 Finance 3.57% 27,180,120 Citigroup, Inc. 145,000 6,742,500 People's Bank 150,000 4,672,500 Washington Mutual, Inc. 408,000 15,765,120 Oil & Gas 1.71% 13,032,170 BP Plc, American Depositary Receipts (ADR) (United Kingdom) 25,000 1,339,250 ChevronTexaco Corp. 72,000 6,775,920 Shell Transport & Trading Co. Plc, ADR (United Kingdom) 110,000 4,917,000 Telecommunications 1.99% 15,190,035 SBC Communications, Inc. 605,500 14,683,375 Verizon Communications, Inc. 14,000 506,660 See notes to financial statements. 6 FINANCIAL STATEMENTS ISSUER SHARES VALUE Utilities 62.54% $476,227,578 Alliant Energy Corp. 50,000 1,304,000 Ameren Corp. 551,100 23,675,256 American Electric Power Co., Inc. 264,000 8,448,000 Atmos Energy Corp. 658,000 16,844,800 Black Hills Corp. 307,000 9,670,500 CH Energy Group, Inc. 277,100 12,868,524 Cinergy Corp. 528,300 20,075,400 Consolidated Edison, Inc. 525,100 20,877,976 Dominion Resources, Inc. 385,000 24,285,800 DTE Energy Co. 475,000 19,256,500 Duke Energy Corp. 423,400 8,590,786 Empire District Electric Co. (The) 428,400 8,615,124 Energy East Corp. 150,000 3,637,500 Entergy Corp. 10,000 560,100 FPL Group, Inc. 9,000 575,550 Great Plains Energy, Inc. 18,500 549,450 KeySpan Corp. 565,800 20,764,860 National Fuel Gas Co. 368,000 9,200,000 NiSource, Inc. 335,400 6,915,948 Northwest Natural Gas Co. 248,000 7,564,000 NSTAR 488,000 23,365,440 OGE Energy Corp. 867,600 22,097,772 ONEOK, Inc. 716,600 15,758,034 Peoples Energy Corp. 537,000 22,634,550 Piedmont Natural Gas Co., Inc. 90,000 3,843,000 Pinnacle West Capital Corp. 230,000 9,289,700 Progress Energy, Inc. 549,600 24,209,880 Public Service Enterprise Group, Inc. 444,700 17,801,341 Puget Energy, Inc. 598,000 13,102,180 SCANA Corp. 241,000 8,765,170 Scottish Power Plc, ADR (United Kingdom) 533,000 15,728,830 Southern Co. (The) 516,400 15,053,060 TECO Energy, Inc. 40,000 479,600 Vectren Corp. 595,300 14,936,077 Westar Energy, Inc. 425,000 8,461,750 WGL Holdings, Inc. 380,500 10,927,960 WPS Resources Corp. 373,000 17,288,550 Xcel Energy, Inc. 491,000 8,204,610 See notes to financial statements. 7 FINANCIAL STATEMENTS CREDIT ISSUER, DESCRIPTION RATING* SHARES VALUE PREFERRED STOCKS 28.59% $217,702,053 (Cost $239,528,211) Banks -- Foreign 3.29% 25,057,905 Abbey National Plc, 7.375%, Depositary Shares, Ser B (United Kingdom) A- 84,700 2,214,905 Royal Bank of Scotland Group Plc, 5.75%, Ser B (United Kingdom) A 1,060,000 22,843,000 Banks -- United States 3.36% 25,564,500 ABN AMRO Capital Funding Trust V, 5.90% A 140,000 2,993,200 ABN AMRO Capital Funding Trust VII, 6.08% A 950,000 21,166,000 J.P. Morgan Chase Capital XI, 5.875% A- 65,000 1,405,300 Broker Services 4.82% 36,708,825 Bear Stearns Cos., Inc. (The), 5.49%, Depositary Shares, Ser G BBB 249,800 11,328,430 Bear Stearns Cos., Inc. (The), 5.72%, Depositary Shares, Ser F BBB 126,700 5,885,215 Lehman Brothers Holdings, Inc., 5.67%, Depositary Shares, Ser D BBB+ 56,000 2,548,000 Lehman Brothers Holdings, Inc., 5.94%, Depositary Shares, Ser C BBB+ 254,160 12,009,060 Lehman Brothers Holdings, Inc., 6.50%, Depositary Shares, Ser F BBB+ 193,500 4,938,120 Finance 0.29% 2,198,282 General Electric Capital Corp., 6.10% AAA 38,100 915,924 SLM Corp., 6.97%, Ser A BBB+ 24,200 1,282,358 Government -- U.S. Agencies 1.45% 11,011,801 Fannie Mae, 4.75%, Ser M AA- 20,000 810,200 Fannie Mae, 5.10%, Ser E AA- 24,300 1,215,761 Fannie Mae, 5.125%, Ser L AA- 124,000 5,468,400 Fannie Mae, 5.375%, Ser I AA- 76,800 3,517,440 Insurance 0.64% 4,873,614 ING Groep N.V., 6.20% (Netherlands) A- 105,100 2,432,014 RenaissanceRe Holdings Ltd., 6.08%, Ser C (Bermuda) BBB+ 112,000 2,441,600 Oil & Gas 1.72% 13,117,000 Devon Energy Corp., 6.49%, Ser A BBB- 130,000 13,117,000 Utilities 13.02% 99,170,126 Alabama Power Co., 5.20% BBB+ 145,000 3,401,700 Alabama Power Co., 5.30% (Class A) BBB+ 213,000 4,892,354 Carolina Power & Light Co., $5.44 BB+ 110,991 9,545,226 Connecticut Light & Power Co., $3.24, Ser 68G BBB- 11,450 567,133 Connecticut Light & Power Co., 5.28%, Ser 1967 BBB- 18,294 738,049 See notes to financial statements. 8 FINANCIAL STATEMENTS CREDIT ISSUER, DESCRIPTION RATING* SHARES VALUE Utilities (continued) Connecticut Light & Power Co., 6.56%, Ser 1968 BBB- 5,842 296,116 DTE Energy Co., 8.75%, Conv BBB 187,000 4,693,700 Duquesne Light Co., 6.50% BB+ 200,000 9,950,000 El Paso Tennessee Pipeline Co., 8.25%, Ser A CCC- 300,000 12,937,500 Entergy Arkansas, Inc., 4.56% BB+ 8,515 571,836 Entergy Arkansas, Inc., 4.56%, Ser 1965 BB+ 9,818 659,341 Entergy Arkansas, Inc., $6.08 BB+ 9,808 878,123 Entergy Gulf States, Inc., $7.56 BB 28,022 2,690,112 Entergy Louisiana, Inc., 5.16% BB+ 12,044 925,883 Entergy Mississippi, Inc., 4.92% BB+ 7,884 577,750 FPL Group Capital Trust I, 5.875% BBB+ 348,200 7,573,350 Interstate Power & Light Co., 7.10%, Ser C BBB- 15,000 387,300 Interstate Power & Light Co., 8.375%, Ser B BBB- 233,000 7,425,710 KeySpan Corp., 8.75%, Conv A 27,500 1,421,750 Monongahela Power Co., $7.73, Ser L CCC+ 33,143 3,024,299 Northern Indiana Public Service Co., 4.50% BB+ 28,615 2,146,125 Northern Indiana Public Service Co., 4.88% BB+ 7,616 619,514 Ohio Edison Co., 4.56% BB 15,125 1,100,344 Public Service Electric & Gas Co., 5.05%, Ser D BB+ 11,800 957,216 Public Service Electric & Gas Co., 5.28%, Ser E BB+ 21,930 1,860,103 South Carolina Electric & Gas Co., 6.52% Baa1 20,000 2,074,376 Southern Union Co., 7.55% BB+ 305,000 8,052,000 Union Electric Co., $4.50 BBB 10,370 746,640 Wisconsin Power & Light Co., 4.50% BBB 4,600 354,200 Xcel Energy, Inc., $4.08, Ser B BB+ 66,070 4,276,050 Xcel Energy, Inc., $4.56, Ser G 53,590 3,826,326 INTEREST CREDIT PAR VALUE ISSUER, DESCRIPTION, MATURITY DATE RATE RATING* (000S OMITTED) VALUE SHORT-TERM INVESTMENTS 17.15% $130,600,000 (Cost $130,600,000) Government -- U.S. Agencies 17.15% Federal Home Loan Bank, Disc Note 07-01-04 1.250% Aaa $130,600 130,600,000 TOTAL INVESTMENTS 151.61% $1,154,494,908 OTHER ASSETS AND LIABILITIES, NET (51.61%) ($392,982,452) TOTAL NET ASSETS 100.00% $761,512,456 See notes to financial statements. 9 FINANCIAL STATEMENTS Notes to Schedule of Investments * Credit ratings are unaudited and are rated by Moody's Investors Service where Standard and Poor's ratings are not available. Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer. The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund. See notes to financial statements. 10 FINANCIAL STATEMENTS ASSETS AND LIABILITIES June 30, 2004 (unaudited) This Statement of Assets and Liabilities is the Fund's balance sheet. It shows the value of what the Fund owns, is due and owes. You'll also find the net asset value for each common share. ASSETS Investments at value (cost $1,184,113,024) $1,154,494,908 Cash 77,871 Cash segregated for futures contracts 340,000 Receivable for investments sold 2,000,953 Dividends receivable 3,163,912 Other assets 682 Total assets 1,160,078,326 LIABILITIES Payable for investments purchased 17,324,495 Payable for futures variation margin 201,563 Payable to affiliates Management fees 17,071 Other 24,658 Other payables and accrued expenses 977,670 Total liabilities 18,545,457 Auction Preferred Shares (APS), at value, unlimited number of shares of beneficial interest authorized with no par value, 15,200 shares issued, liquidation preference of $25,000 per share 380,020,413 NET ASSETS Common shares capital paid-in 798,588,002 Accumulated net realized loss on investments and financial futures contracts (8,258,092) Net unrealized depreciation of investments and financial futures contracts (30,006,586) Accumulated net investment income 1,189,132 Net assets $761,512,456 NET ASSET VALUE PER COMMON SHARE Based on 42,077,487 shares of beneficial interest outstanding -- unlimited number of shares authorized with no par value $18.10 1 Inception period from 2-27-04 through 6-30-04. Unaudited. 2 Includes accumulated net investment income of $1,189,132. See notes to financial statements. 11 FINANCIAL STATEMENTS OPERATIONS For the period ended June 30, 2004 (unaudited) 1 This Statement of Operations summarizes the Fund's investment income earned and expenses incurred in operat ing the Fund. It also shows net gains (losses) for the period stated. INVESTMENT INCOME Dividends $16,035,475 Interest 583,319 Total investment income 16,618,794 EXPENSES Investment management fees 2,379,383 Custodian fees 177,785 APS auction fees 114,760 Accounting and legal services fees 81,683 Professional fees 76,638 Printing 64,769 Transfer agent fees 50,664 Organization expense 43,000 Trustees' fees 18,194 Miscellaneous 9,002 Registration and filing fees 108 Total expenses 3,015,986 Less expense reductions (634,502) Net expenses 2,381,484 Net investment income 14,237,310 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on Investments (8,880,854) Financial futures contracts 622,762 Change in net unrealized appreciation (depreciation) of Investments (29,618,116) Financial futures contracts (388,470) Net realized and unrealized loss (38,264,678) Distribution to APS (841,499) Decrease in net assets from operations ($24,868,867) 1 Inception period from 2-27-04 through 6-30-04. See notes to financial statements. 12 FINANCIAL STATEMENTS CHANGES IN NET ASSETS This Statement of Changes in Net Assets shows how the value of the Fund's net assets has changed since inception of the Fund. The differ- ence reflects earnings less expenses, any investment gains and losses, distributions paid to share- holders and any increase or decrease due to the issuance of common shares. PERIOD ENDED 6-30-04 1 INCREASE (DECREASE) IN NET ASSETS From operations Net investment income $14,237,310 Net realized loss (8,258,092) Change in net unrealized depreciation (30,006,586) Distributions to APS (841,499) Decrease in net assets resulting from operations (24,868,867) Distributions to common shareholders From net investment income (12,206,679) From Fund share transactions 798,588,002 NET ASSETS End of period 2 $761,512,456 1 Inception period from 2-27-04 through 6-30-04. Unaudited. 2 Includes accumulated net investment income of $1,189,132. See notes to financial statements. 13 FINANCIAL HIGHLIGHTS FINANCIAL HIGHLIGHTS COMMON SHARES The Financial Highlights show how the Fund's net asset value for a share has changed since inception of the Fund. PERIOD ENDED 6-30-04 1 PER SHARE OPERATING PERFORMANCE Net asset value, beginning of period $19.10 2 Net investment income 3 0.35 Net realized and unrealized loss on investments (0.91) Distributions to APS (0.03) Total from investment operations (0.59) Less distributions to common shareholders From net investment income (0.29) Capital charges Offering costs related to common shares (0.02) Offering costs and underwriting discounts related to APS (0.10) Net asset value, end of period $18.10 Per share market value, end of period $16.12 Total return at market value 4,5 (%) (18.05) 6 RATIOS AND SUPPLEMENTAL DATA Net assets applicable to common shares, end of period (in millions) $762 Ratio of expenses to average net assets 7 (%) 0.93 8 Ratio of adjusted expenses to average net assets 9 (%) 1.18 8 Ratio of net investment income to average net assets 10 (%) 5.56 8 Portfolio turnover (%) 26 SENIOR SECURITIES Total value of APS outstanding (in millions) $380 Involuntary liquidation preference per unit (in thousands) $25 Average market value per unit (in thousands) $25 Asset coverage per unit 11 $73,814 1 Inception period from 2-27-04 through 6-30-04. Unaudited. 2 Reflects the deduction of $0.90 per share sales load. 3 Based on the average of the shares outstanding. 4 Assumes dividend reinvestment and a purchase at $20.01 per share on the inception date and a sale at the current market price on the last day of the period. 5 Total return would have been lower had certain expenses not been reduced during the period shown. 6 Not annualized. 7 Ratio calculated on the basis of expenses relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of expenses would have been 0.75%. 8 Annualized. 9 Ratio calculated on the basis of expenses relative to the average net assets of common shares, that does not take into consideration expense reductions during the period shown. Without the exclusion of preferred shares, the annualized adjusted ratio of expenses would have been 0.95%. 10 Ratio calculated on the basis of net investment income relative to the average net assets of common shares. Without the exclusion of preferred shares, the annualized ratio of net investment income would have been 4.49%. 11 Calculated by subtracting the Fund's total liabilities from the Fund's total assets and dividing that amount by the number of APS outstanding as of the applicable 1940 Act Evaluation Date, which may differ from the financial reporting date. See notes to financial statements. 14 NOTES TO STATEMENTS Unaudited NOTE A Accounting policies John Hancock Tax-Advantaged Dividend Income Fund (the "Fund") is a diversified closed-end management investment company registered under the Investment Company Act of 1940. Significant accounting policies of the Fund are as follows: Valuation of investments Securities in the Fund's portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments maturing within 60 days are valued at amortized cost, which approximates market value. The Fund determines the net asset value of the common shares each business day. Investment transactions Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis. Discount and premium on securities The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security. Expenses The majority of expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund are allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds. Organization expense and offering costs Expenses incurred in connection with the organization of the Fund, which amounted to $43,000, have been borne by the Fund. Offering costs of $867,000 related to common shares and offering costs of $425,000 incurred in connection with the preferred shares were charged to the Fund's capital paid-in. Financial futures contracts The Fund may buy and sell financial futures contracts. Buying futures tends to increase the Fund's exposure to the underlying instrument. Selling futures tends to decrease the Fund's exposure to the underlying instrument or hedge other Fund's instruments. At the time the Fund enters into financial futures contracts, it is required to deposit with its custodian a specified amount of cash or U.S. government securities, known as "initial margin," equal to a certain percentage of the value of the financial futures contract being traded. Each day, the 15 futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange on which it trades. Subsequent payments to and from the broker, known as "variation margin," are made on a daily basis as the market price of the financial futures contract fluctuates. Daily variation margin adjustments arising from this "mark to market" are recorded by the Fund as unrealized gains or losses. When the contracts are closed, the Fund recognizes a gain or loss. Risks of entering into financial futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate with changes in the value of the underlying securities. In addition, the Fund could be prevented from opening or realizing the benefits of closing out financial futures positions because of position limits or limits on daily price fluctuation imposed by an exchange. For federal income tax purposes, the amount, character and timing of the Fund's gains and/or losses can be affected as a result of financial futures contracts. On June 30, 2004, the Fund had deposited $340,000 in a segregated account to cover margin requirements on open financial futures contracts. The Fund had the following financial futures contracts open on June 30, 2004: NUMBER OF OPEN CONTRACTS CONTRACTS POSITION EXPIRATION DEPRECIATION - ------------------------------------------------------------------------------ U.S. Treasury 10-year Note 150 Short Sep 04 ($193,238) U.S. Treasury Bond 100 Short Sep 04 (195,232) ($388,470) Federal income taxes The Fund qualifies 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. Dividends, interest and distributions Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable. The Fund records distributions to shareholders from net investment income and net realized gains on the ex-dividend date. Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund's financial statements as a return of capital. Use of estimates The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates. 16 NOTE B Management fee and transactions with affiliates and others The Fund has an investment management contract with John Hancock Advisers, LLC (the"Adviser"), a wholly owned subsidiary of John Hancock Financial Services, Inc. Under the investment management contract, the Fund pays a daily management fee to the Adviser at an annual rate of 0.75% of the Fund's average daily net asset value and the value attributable to the Auction Preferred Shares (collectively, "managed assets"). The Adviser has contractually agreed to limit the Fund's management fee to the following: 0.55% of the Fund's average daily managed assets until the fifth anniversary of the commencement of the Fund's operations, 0.60% of such assets in the sixth year, 0.65% of such assets in the seventh year and 0.70% of average daily managed assets in the eighth year. Accordingly, the expense reductions related to the reduction in the management fee amounted to $634,502 for the period ended June 30, 2004. After the eighth year, the Adviser will no longer waive a portion of the management fee. The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the period amounted to $81,683. The Fund also paid the Adviser the amount of $110 for certain publishing services, included in the printing fees. Mr. James A. Shepherdson is a director and/or officer of the Adviser and/or its affiliates, as well as Trustee of the Fund. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund's deferred compensation liability are recorded on the Fund's books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation Plan investments had no impact on the operations of the Fund. 17 NOTE C Fund share transactions Common shares This listing illustrates the number of Fund shares sold, offering costs and underwriting discount charged to capital paid-in, distributions reinvestments, reclassification of the Fund's capital accounts and the number of common shares outstanding at the beginning and end of the period, along with the corresponding dollar value. PERIOD ENDED 6-30-04 1 SHARES AMOUNT Shares sold 42,077,487 $803,680,002 2 Offering cost related to common shares -- (867,000) Offering costs and underwriting discount related to Auction Preferred Shares -- (4,225,000) Net increase 42,077,487 $798,588,002 1 Inception period from 2-27-04 through 6-30-04. 2 Net of $0.90 per share sales load of the initial offering price of $20.00 per share. Auction preferred shares The Fund issued total of 15,200 Auction Preferred Shares (3,800 shares of Series M, 3,800 shares of Series W, 3,800 of shares of Series TH and 3,800 shares of Series F) (collectively, the "APS") on May 3, 2004, in a public offering. The underwriting discount of $3,800,000 has been charged to capital paid-in of common shares. Dividends on the APS, which accrue daily, are cumulative at a rate that was established at the offering of the APS and has been reset every 7 days thereafter by an auction (except for the Series TH, for which the initial reset date will be October 28, 2004). Dividend rates on APS ranged from 1.15% to 1.60% during the period ended June 30, 2004. Accrued dividends on APS are included in the value of APS on the Fund's Statement of Assets and Liabilities. The APS are redeemable at the option of the Fund, at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Fund is in default on its asset coverage requirements with respect to the APS as defined in the Fund's by-laws. If the dividends on the APS shall remain unpaid in an amount equal to two full years' dividends, the holders of the APS, as a class, have the right to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shareholders have equal voting rights of one vote per share, except that the holders of the APS, as a class, vote to elect two members of the Board of Trustees, and separate class votes are required on certain matters that affect the respective interests of the APS and common shareholders. NOTE D Investment transactions Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the period ended June 30, 2004, aggregated $1,238,235,488 and $175,841,610 respectively. The cost of investments owned on June 30, 2004, including short-term investments, for federal income tax purposes, was $1,184,113,024. Gross unrealized appreciation and depreciation of investments aggregated $7,705,738 and $37,323,854, respectively, resulting in net unrealized depreciation of $29,618,116. 18 INVESTMENT OBJECTIVE AND POLICY The Fund's investment objective is to provide a high level of after-tax total return from dividend income and capital appreciation. 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 Adviser believes 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 currently are taxed at a maximum rate of 15% ("tax-advantaged dividends"). 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. DIVIDEND REINVESTMENT PLAN The Fund offers its shareholders a Dividend Reinvestment Plan (the "Plan"), which offers the opportunity to earn compounded yields. Each holder of common shares will automatically have all distributions of dividends and capital gains reinvested by Mellon Investor Services, as Plan Agent for the common shareholders (the "Plan Agent"), unless an election is made to receive cash. Holders of common shares who elect not to participate in the Plan will receive all distributions in cash, paid by check and mailed directly to the shareholder of record (or, if the common shares are held in street or other nominee name, then to the nominee) by the Plan Agent, as dividend-disbursing agent. Shareholders whose shares are held in the name of a broker or a nominee should contact the broker or nominee to determine whether and how they may participate in the Plan. If the Fund declares a dividend payable either in common shares or in cash, non-participants will receive cash and participants in the Plan will receive the equivalent in common shares. If the market price of the common shares on the payment date of the dividend is equal to, or exceeds, their net asset value as determined on the payment date, participants will be issued common shares (out of authorized but unissued shares) at a value equal to the higher of net asset value or 95% of the market price. If the net asset value exceeds the market price of the common shares at such time, or if the Board of Trustees declares a dividend payable only in cash, the Plan Agent will, as agent for Plan participants, buy shares in the open market, on the New York Stock Exchange or elsewhere, for the participant's accounts. Such purchases will be made promptly after the payable date for such dividend and, in any event, prior to the next ex-dividend date after such date, except where necessary to comply with federal securities laws. If, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the common shares, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the common shares, resulting in the acquisition of fewer shares than if the dividend had been paid in shares issued by the Fund. Each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent's open market purchases in connection with the reinvestment of dividends and distributions. The cost per share of the shares purchased for each participant's account will be the average cost, including brokerage commissions, of any shares purchased on the open market, plus the cost of any shares issued by the Fund. There will be no brokerage charges with respect to common shares issued directly by the Fund. There are no other 19 charges to participants for reinvesting dividends or capital gain distributions. Participants 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 Web site at www.melloninvestor.com. Such withdrawal will be effective immediately if received not less than ten days prior to a dividend record date; otherwise, it will be effective for all subsequent dividend record dates. When a participant withdraws from the Plan or upon termination of the Plan, as provided below, certificates for whole common shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account. The Plan Agent maintains each shareholder's account in the Plan and furnishes monthly written confirmations of all transactions in the accounts, including information needed by the shareholders for personal and tax records. The Plan Agent will hold common shares in the account of each Plan participant in non-certificated form in the name of the participant. Proxy material relating to the shareholders' meetings of the Fund will include those shares purchased, as well as shares held pursuant to the Plan. The reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable or required to be withheld on such dividends or distributions. Participants under the Plan will receive tax information annually. The amount of dividend to be reported on the 1099-DIV should be: (1) in the case of shares issued by the Fund, the fair market value of such shares on the dividend payment date and (2) in the case of shares purchased by the Plan Agent in the open market, the amount of cash used by the Plan Agent to purchase shares in the open market, including the amount of cash allocated to brokerage commissions paid on such purchases. Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan as applied to any dividend or distribution paid subsequent to written notice of the change sent to all shareholders of the Fund at least 90 days before the record date for the dividend or distribution. The Plan may be amended or terminated by the Plan Agent after at least 90 days' written notice to all shareholders of the Fund. All correspondence or additional information concerning the Plan should be directed to the Plan Agent, Mellon Bank, N.A., c/o Mellon Investor Services, P.O. Box 3338, South Hackensack, NJ 07606-1938 (telephone 1-800-852-0218). 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: Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Telephone 1-800-852-0218 If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance. 20 FOR YOUR INFORMATION TRUSTEES Charles L. Ladner, Chairman* James F. Carlin William H. Cunningham Ronald R. Dion Dr. John A. Moore* Patti McGill Peterson* Steven R. Pruchansky James A. Shepherdson Lt. Gen. Norman H. Smith, USMC (Ret.) John P. Toolan* *Members of the Audit Committee OFFICERS James A. Shepherdson President and Chief Executive Officer Richard A. Brown Senior Vice President and Chief Financial Officer Susan S. Newton Senior Vice President and Secretary William H. King Vice President and Treasurer INVESTMENT ADVISER John Hancock Advisers, LLC 101 Huntington Avenue Boston, Massachusetts 02199-7603 CUSTODIAN The Bank of New York One Wall Street New York, New York 10286 TRANSFER AGENT AND DIVIDEND DISBURSER Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, New Jersey 07660 TRANSFER AGENT FOR APS Deutsche Bank Trust Company Americas 280 Park Avenue New York, New York 10017 LEGAL COUNSEL Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109-1803 STOCK SYMBOL Listed New York Stock Exchange: HTD For shareholder assistance refer to page 20 HOW TO CONTACT US On the Internet www.jhfunds.com By regular mail Mellon Investor Services 85 Challenger Road Overpeck Centre Ridgefield Park, NJ 07660 Customer service representatives 1-800-852-0218 Portfolio commentary 1-800-344-7054 24-hour automated information 1-800-843-0090 TDD Line 1-800-231-5469 The Fund's proxy voting policies and procedures are available without charge, upon request: By phone 1-800-225-5291 On the Fund's Web site www.jhfunds.com/proxy On the SEC's Web site www.sec.gov 21 [A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner. A tag line below reads "JOHN HANCOCK FUNDS."] 1-800-852-0218 1-843-0090 EASI-Line 1-800-231-5469 (TDD) www.jhfunds.com - ------------------ PRESORTED STANDARD U. S. POSTAGE PAID MIS - ------------------ P13SA 6/04 8/04 ITEM 2. CODE OF ETHICS. Not applicable at this time. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable at this time. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. 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 - Administration Committee Charter". ITEM 10. 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 11. EXHIBITS. (a)(1) 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)(1) 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) Submission of Matters to a Vote of Security Holders is attached. See attached "John Hancock Funds - Administration Committee Charter". (c)(2) 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: ------------------------------ James A. Shepherdson President and Chief Executive Officer Date: August 25, 2004 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: ------------------------------- James A. Shepherdson President and Chief Executive Officer Date: August 25, 2004 By: ----------------------- Richard A. Brown Senior Vice President and Chief Financial Officer Date: August 25, 2004