a_bankthriftopps.htm
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM N-CSR 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED 
 
MANAGEMENT INVESTMENT COMPANIES 
 
Investment Company Act file number 811-8568 
John Hancock Bank and Thrift Opportunity Fund 
(Exact name of registrant as specified in charter) 
601 Congress Street, Boston, Massachusetts 02210 
(Address of principal executive offices) (Zip code) 
 
Salvatore Schiavone
Treasurer
 
601 Congress Street 
Boston, Massachusetts 02210 
(Name and address of agent for service) 
Registrant's telephone number, including area code: 617-663-4497 
 
Date of fiscal year end:  October 31 
 
Date of reporting period:  April 30, 2011 

 

ITEM 1. REPORTS TO STOCKHOLDERS






Portfolio summary

Top 10 Holdings (41.4% of Net Assets on 4-30-11) 1    

JPMorgan Chase & Company  5.4%  SVB Financial Group  4.0% 


PNC Financial Services Group, Inc.  5.2%  Cullen/Frost Bankers, Inc.  4.0% 


Wells Fargo & Company  4.7%  TCF Financial Corp.  3.3% 


Bank of America Corp.  4.2%  BB&T Corp.  3.2% 


U.S. Bancorp.  4.2%  Zions Bancorporation  3.2% 


 
Industry Composition2,3    

Commercial Banks  76%  Capital Markets  2% 


Diversified Financial Services  11%  Short-Term Investments & Other  4% 


Thrifts & Mortgage Finance  7%     

 

 


1 Cash and cash equivalents not included in Top 10 Holdings.

2 As a percentage of the Fund’s net assets on 4-30-11.

3 Investments focused on one industry may fluctuate more widely than investments across multipile industries.

6  Bank and Thrift Opportunity Fund | Semiannual report 

 



Fund’s investments

As of 4-30-11 (unaudited)

  Shares  Value 
Common Stocks 93.61%    $349,908,234 

(Cost $318,554,104)     
 
Financials 93.61%    349,908,234 
 
Capital Markets 1.99%     

State Street Corp.  159,460  7,422,860 
 
Commercial Banks 74.93%     

1st United Bancorp, Inc. (I)  346,472  2,414,910 

Ameris Bancorp  236,991  2,355,691 

Anchor Bancorp (I)  88,416  898,307 

Avenue Bank (I)(R)  300,000  1,249,827 

Bank of Marin Bancorp  4,520  170,133 

Bar Harbor Bankshares  34,222  999,967 

BB&T Corp.  440,898  11,868,974 

Bond Street Holdings LLC, Class A (I)(S)  291,804  5,836,080 

Boston Private Financial Holdings, Inc.  206,198  1,441,324 

Bridge Capital Holdings (I)  150,564  1,547,798 

Bryn Mawr Bank Corp.  80,000  1,612,000 

California United Bank (I)  83,002  1,025,075 

Camden National Corp.  36,776  1,270,611 

Centerstate Banks, Inc.  321,439  1,999,351 

Citizens Republic Banking Corp., Inc. (I)  2,777,383  2,549,638 

City Holding Company  47,798  1,629,912 

Comerica, Inc.  287,393  10,900,816 

Cullen/Frost Bankers, Inc.  251,048  14,872,084 

CVB Financial Corp.  265,747  2,588,376 

DNB Financial Corp.  78,515  765,521 

East West Bancorp, Inc.  558,155  11,793,815 

Eastern Virginia Bankshares, Inc.  69,998  247,093 

ECB Bancorp, Inc.  27,504  327,298 

Evans Bancorp, Inc.  44,524  630,015 

Fifth Third Bancorp  414,093  5,495,014 

First Bancorp, Inc.  146,499  2,175,510 

First California Financial Group, Inc. (I)  208,583  803,045 

First Horizon National Corp.  180,033  1,971,361 

First Southern Bancorp, Inc., Class B (I)  78,390  944,600 

FNB Corp.  960,203  10,514,223 

Glacier Bancorp, Inc.  189,375  2,846,306 

Hancock Holding Company  232,176  7,582,868 

 

See notes to financial statements  Semiannual report | Bank and Thrift Opportunity Fund  7 

 



  Shares  Value 
Commercial Banks (continued)     

Heritage Commerce Corp. (I)  387,733  $2,027,844 

Heritage Financial Corp.  187,598  2,765,195 

Heritage Oaks Bancorp (I)  650,719  2,407,660 

Horizon Bancorp  6,950  188,345 

Huntington Bancshares, Inc.  236,485  1,605,733 

Independent Bank Corp. — MA  195,961  5,743,617 

Lakeland Financial Corp.  54,942  1,203,788 

M&T Bank Corp.  94,160  8,320,919 

MB Financial, Inc.  296,947  6,143,833 

Northrim BanCorp, Inc.  77,232  1,545,412 

Pacific Continental Corp.  195,981  1,871,619 

Park National Corp.  26,127  1,804,853 

Park Sterling Corp. (I)  293,418  1,401,071 

PNC Financial Services Group, Inc.  309,372  19,286,250 

Prosperity Bancshares, Inc.  111,554  5,114,751 

Renasant Corp.  37,311  626,079 

Sandy Spring Bancorp, Inc.  54,695  977,400 

Sierra Bancorp  140,000  1,561,000 

Southcoast Financial Corp. (I)  64,413  209,986 

Sun Bancorp, Inc. (I)  502,348  1,828,547 

SunTrust Banks, Inc.  318,859  8,988,635 

SVB Financial Group (I)  249,420  15,074,945 

Talmer Bank & Trust Company (I)(R)  462,595  2,624,349 

TCF Financial Corp.  783,634  12,216,854 

TriCo Bancshares  202,536  3,303,362 

Trustmark Corp.  90,000  2,091,600 

U.S. Bancorp  601,613  15,533,648 

Union First Market Bankshares Corp.  56,313  716,864 

United Bancorp, Inc. (I)  315,013  1,102,546 

Univest Corp. of Pennsylvania  19,000  319,580 

Washington Banking Company  67,556  945,108 

Washington Trust Bancorp, Inc.  123,905  2,903,094 

Wells Fargo & Company  604,108  17,585,584 

WesBanco, Inc.  130,961  2,658,508 

Westamerica Bancorp.  30,499  1,549,044 

Wilshire Bancorp, Inc.  172,168  688,672 

Zions Bancorporation  483,334  11,817,516 
 
Diversified Financial Services 9.61%     

Bank of America Corp.  1,278,555  15,700,655 

JPMorgan Chase & Company  443,587  20,240,875 
 
Thrifts & Mortgage Finance 7.08%     

Berkshire Hill Bancorp, Inc.  358,903  8,003,537 

Citizens South Banking Corp.  343,181  1,630,110 

Doral Financial Corp. (I)  103,266  154,899 

First Defiance Financial Corp.  125,381  1,715,212 

First Financial Holdings, Inc.  90,857  997,610 

Flushing Financial Corp.  126,781  1,866,216 

Heritage Financial Group, Inc.  95,762  1,156,805 

 

8  Bank and Thrift Opportunity Fund | Semiannual report  See notes to financial statements 

 



      Shares  Value 
Thrifts & Mortgage Finance (continued)         

Hingham Institution for Savings      80,000  $4,232,000 

Home Federal Bancorp, Inc.      94,447  1,147,531 

Kaiser Federal Financial Group, Inc.      109,586  1,376,400 

Viewpoint Financial Group      69,957  863,969 

WSFS Financial Corp.      73,787  3,318,201 
 
      Shares  Value 
Preferred Securities 1.61%        $6,025,448 

(Cost $4,619,727)         
 
Financials 1.61%        6,025,448 
 
Commercial Banks 0.72%         

First Southern Bancorp, Inc. (I)(J)      134  553,408 

Monarch Financial Holdings, Inc., Series B, 7.800%      38,925  1,049,029 

Zions Bancorporation, Series C, 9.500%      40,371  1,085,576 
 
Diversified Financial Services 0.89%         

Bank of America Corp., Series MER, 8.625%      74,849  2,014,935 

Citigroup Capital XII (8.500% to 3-30-15, then         
3 month LIBOR + 5.870%)      50,000  1,322,500 
 
    Maturity     
Rate (%)  date  Par value  Value 
Corporate Bonds 0.14%        $533,721 

(Cost $430,659)         
 
Financials 0.14%        533,721 
 
Commercial Banks 0.14%         

Regions Financial Corp.  7.375  12-10-37  $544,613  533,721 
 
Capital Preferred Securities 0.09%        $315,103 

(Cost $261,285)         
 
Financials 0.09%        315,103 
 
Commercial Banks 0.09%         

Banponce Trust I, Series A  8.327  02-01-27  $360,000  315,103 
 
      Shares  Value 
Warrants 0.40%        $1,500,922 

(Cost $1,713,920)         
 
Comerica, Inc. (Expiration Date: 11-14-18, Strike Price: $29.40) (I)(J)  93,762  1,256,411 

Valley National Bancorp (Expiration Date: 11-14-18,         
Strike Price: $17.77) (I)(J)      33,222  80,729 

Washington Federal, Inc. (Expiration Date: 11-14-18,         
Strike Price: $17.57) (I)(J)      27,297  163,782 

 

See notes to financial statements  Semiannual report | Bank and Thrift Opportunity Fund  9 

 



    Maturity     
  Yield (%)*  date  Par value  Value 
Certificate of Deposit 0.02%        $64,409 

(Cost $64,409)         
 
Country Bank For Savings  1.640  08-28-12  $1,879  1,879 

First Bank Richmond  2.226  12-05-13  19,076  19,076 

Framingham Cooperative Bank  2.000  09-12-11  3,711  3,711 

Home Bank  0.867  12-04-13  18,442  18,442 

Machias Savings Bank  1.980  05-24-11  1,782  1,782 

Midstate Federal Savings and Loan  1.590  05-27-11  1,905  1,905 

Milford Bank  2.130  06-04-11  1,776  1,776 

Mount McKinley Savings Bank  0.400  12-05-11  1,682  1,682 

Mt. Washington Bank  1.500  10-31-11  1,778  1,778 

Newburyport Bank  1.250  10-22-12  2,010  2,010 

Newton Savings Bank  2.370  05-30-11  1,803  1,803 

OBA Federal Savings and Loan  1.050  12-15-11  1,287  1,287 

Plymouth Savings Bank  1.340  05-11-11  1,857  1,857 

Randolph Savings Bank  1.000  09-23-11  1,854  1,854 

Salem Five Cents Savings Bank  0.600  12-19-11  1,703  1,703 

Sunshine Federal Savings and Loan Association  2.460  05-10-11  1,864  1,864 
 
      Par value  Value 
Short-Term Investments 0.20%        $762,000 

(Cost $762,000)         
 
Repurchase Agreement 0.20%        762,000 
Repurchase Agreement with State Street Corp. dated 4-29-11       
at 0.010% to be repurchased at $762,001 on 5-2-11,       
collateralized by $750,000 Federal Home Loan Mortgage Corp.,       
4.500% due 1-15-14 (valued at $779,025, including interest)    $762,000  762,000 
 
Total investments (Cost $326,406,104)96.07%      $359,109,837 

 
Other assets and liabilities, net 3.93%      $14,707,209 

 
Total net assets 100.00%        $373,817,046 

 

The percentage shown for each investment category is the total value of the category as a percentage of the net assets of the Fund.

10  Bank and Thrift Opportunity Fund | Semiannual report  See notes to financial statements 

 



Notes to Schedule of Investments

LIBOR London Interbank Offered Rate

(I) Non-income producing security.

(J) These securities are issued under the U.S. Treasury Department’s Capital Purchase Program.

(R) Direct placement securities are restricted to resale and the Fund has limited rights to registration under the Securities Act of 1933.

          Value as a   
  Original    Beginning  Ending  percentage   
Issuer,  acquisition  Acquisition  share  share  of Fund’s  Value as of 
Description  date  cost  amount  amount  net assets  4-30-11 

 
Avenue Bank  1-29-07  $3,000,000  300,000  300,000  0.33%  $1,249,827 
 
Talmer Bank &             
Trust Company  4-30-10  $2,775,570  462,595  462,595  0.70%  $2,624,349 

 

(S) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration.

* Yield represents the annualized yield at the date of purchase.

† At 4-30-11, the aggregate cost of investment securities for federal income tax purposes was $326,410,726. Net unrealized appreciation aggregated $32,699,111, of which $58,383,721 related to appreciated investment securities and $25,684,610 related to depreciated investment securities.

See notes to financial statements  Semiannual report | Bank and Thrift Opportunity Fund  11 

 



F I N A N C I A L  S T A T E M E N T S

Financial statements

Statement of assets and liabilities 4-30-11 (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 $326,406,104)  $359,109,837 
Cash  14,009,695 
Receivable for investments sold  620,492 
Dividends and interest receivable  374,328 
Other receivables and prepaid expenses  108,666 
 
Total assets  374,223,018 
 
Liabilities   

Payable for investments purchased  265,220 
Payable to affiliates   
Accounting and legal services fees  30,670 
Trustees’ fees  56,946 
Other liabilities and accrued expenses  53,136 
 
Total liabilities  405,972 
 
Net assets   

Capital paid-in  $343,916,563 
Accumulated distributions in excess of net investment income  (8,160,648) 
Accumulated net realized gain on investments  5,357,398 
Net unrealized appreciation (depreciation) on investments  32,703,733 
 
Net assets  $373,817,046 
 
Net asset value per share   

Based on 19,604,677 shares of beneficial interest outstanding — unlimited   
number of shares authorized with no par value  $19.07 

 

12  Bank and Thrift Opportunity Fund | Semiannual report  See notes to financial statements 

 



F I N A N C I A L  S T A T E M E N T S

Statement of operations For the six-month period ended 4-30-11
(unaudited)

This Statement of Operations summarizes the Fund’s investment income earned and expenses incurred in operating the Fund. It also shows net gains (losses) for the period stated.

Investment income   

Dividends  $2,983,426 
Interest  107,582 
 
Total investment income  3,091,008 
 
Expenses   

Investment management fees (Note 4)  2,109,562 
Accounting and legal services fees (Note 4)  458,498 
Transfer agent fees  17,441 
Trustees’ fees (Note 4)  26,854 
Printing and postage  59,941 
Professional fees  65,346 
Custodian fees  25,330 
Other  9,213 
 
Total expenses  2,772,185 
Less expense reductions (Note 4)  (275,099) 
 
Net expenses  2,497,086 
 
Net investment income  593,922 
 
Realized and unrealized gain   

Net realized gain on investments  5,362,020 
 
Change in net unrealized appreciation (depreciation) of investments  45,125,781 
 
Net realized and unrealized gain  50,487,801 
 
Increase in net assets from operations  $51,081,723 

 

See notes to financial statements  Semiannual report | Bank and Thrift Opportunity Fund  13 

 



F I N A N C I A L  S T A T E M E N T S

Statements of changes in net assets

These Statements of Changes in Net Assets show how the value of the Fund’s net assets has changed during the last two periods. The difference reflects earnings less expenses, any investment gains and losses, distributions, if any, paid to shareholders and the net of Fund share transactions.

  Six months   
  ended  Year 
  4-30-11  ended 
  (unaudited)  10-31-10 
Increase (decrease) in net assets     

 
From operations     
Net investment income  $593,922  $1,449,957 
Net realized gain  5,362,020  19,637,635 
Change in net unrealized appreciation (depreciation)  45,125,781  5,495,106 
 
Increase in net assets resulting from operations  51,081,723  26,582,698 
 
Distributions to shareholders     
From net investment income  (8,865,433)1  (1,294,703) 
From net realized gain    (13,723,010) 
 
Total distributions  (8,865,433)  (15,017,713) 
 
From Fund share transactions (Note 5)  (6,580,808)  (12,088,382) 
 
Total increase (decrease)  35,635,482  (523,397) 
 
Net assets     

Beginning of period  338,181,564  338,704,961 
 
End of period  $373,817,046  $338,181,564 
 
Undistributed (accumulated distributions in excess of) net     
investment income  ($8,160,648)  $110,863 



1
A portion of the distributions may be deemed a tax return of capital at year-end.

 

 

 

14  Bank and Thrift Opportunity Fund | Semiannual report  See notes to financial statements 

 



Financial highlights

The Financial Highlights show how the Fund’s net asset value for a share has changed since the end of the previous period.

COMMON SHARES Period ended  4-30-111  10-31-10  10-31-09  10-31-08  10-31-07  10-31-06 
 
Per share operating performance             

Net asset value, beginning of period  $16.90  $16.28  $20.81  $35.08  $42.28  $42.08 
Net investment income2  0.03  0.07  0.29  0.62  0.64  0.64 
Net realized and unrealized gain (loss)             
on investments  2.55  1.19  (3.63)  (8.94)  (3.52)  3.84 
Total from investment operations  2.58  1.26  (3.34)  (8.32)  (2.88)  4.48 
Less distributions to             
common shareholders             
From net investment income  (0.45)3  (0.06)  (0.29)  (0.68)  (0.60)  (0.68) 
From net realized gain    (0.67)    (4.76)  (3.72)  (3.60) 
From tax return of capital      (0.94)  (0.51)     
Total distributions  (0.45)  (0.73)  (1.23)  (5.95)  (4.32)  (4.28) 
Anti-dilutive impact of repurchase plan  0.044  0.094  0.044       
Net asset value, end of period  $19.07  $16.90  $16.28  $20.81  $35.08  $42.28 
Per share market value, end of period  $17.12  $15.02  $13.30  $17.80  $30.96  $39.20 
Total return at net asset value (%)5,6  15.797  8.82  (13.78)  (24.38)  (6.93)  12.07 
Total return at market value (%)6  16.967  18.38  (17.65)  (26.67)  (11.41)  16.41 
 
Ratios and supplemental data             

Net assets applicable to common shares,             
end of period (in millions)  $374  $338  $339  $439  $740  $892 
Ratios (as a percentage of average             
net assets):             
Expenses before reductions  1.518  1.51  1.55  1.49  1.44  1.46 
Expenses net of fee waivers and credits  1.368  1.36  1.40  1.34  1.29  1.29 
Net investment income  0.328  0.39  1.88  2.51  1.61  1.49 
Portfolio turnover (%)  10  34  37  27  21  9 
 



1
Semiannual period from 11-1-10 to 4-30-11. Unaudited.
2 Based on the average daily shares outstanding.
3 A portion of the distributions may be deemed a tax return of capital at year-end.
4 The repurchase plan was completed at an average repurchase price of $16.41, $15.04 and $12.99 for 401,138;
803,485 and 290,700 shares, and $6,580,808, $12,088,382 and $3,776,593 which had a $0.04, $0.09 and $0.04
NAV impact for the period ended 4-30-11 and the years ended 10-31-10 and 10-31-09, respectively.
5 Total returns would have been lower had certain expenses not been reduced during the periods shown.
6 Total return based on net asset value reflects changes in the Fund’s net asset value during each period. Total
return based on market value reflects changes in market value. Each figure assumes that distributions, if any, were
reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at
which the Fund’s shares traded during the period.
7 Not annualized.
8 Annualized.

 

 

See notes to financial statements  Semiannual report | Bank and Thrift Opportunity Fund  15 

 



Notes to financial statements
(unaudited)

Note 1 — Organization

John Hancock Bank and Thrift Opportunity Fund (the Fund) is a closed-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act).

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security valuation. Investments are stated at value as of the close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. The Fund uses a three-tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities. Level 2 includes securities valued using significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the Fund’s own assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

16  Bank and Thrift Opportunity Fund | Semiannual report 

 



The following is a summary of the values by input classification of the Fund’s investments as of April 30, 2011, by major security category or type:

      LEVEL 2  LEVEL 3 
      SIGNIFICANT  SIGNIFICANT 
  TOTAL MARKET  LEVEL 1  OBSERVABLE  UNOBSERVABLE 
  VALUE AT 4-30-11  QUOTED PRICE  INPUTS  INPUTS 

Common Stocks         
Capital Markets  $7,422,860  $7,422,860     
Commercial Banks  280,081,354  270,371,098  $5,836,080  $3,874,176 
Diversified Financial Services  35,941,530  35,941,530     
Thrifts & Mortgage Finance  26,462,490  26,462,490     
Preferred Securities         
Commercial Banks  2,688,013  2,134,605    553,408 
Diversified Financial Services  3,337,435  3,337,435     
Corporate Bonds         
Commercial Banks  533,721    533,721   
Capital Preferred Securities         
Commercial Banks  315,103    315,103   
Warrants  1,500,922  1,500,922     
Certificate of Deposit  64,409    64,409   
Short-Term Investments  762,000    762,000   
 
Total Investments         
in Securities  $359,109,837  $347,170,940  $7,511,313  $4,427,584 

 

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. During the six-month period ended April 30, 2011, there were no significant transfers in or out of Level 1 or Level 2 assets.

The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value. Transfers in or out of Level 3 represent the beginning value of any security or instrument where a change in the level has occurred from the beginning to the end of the period.

INVESTMENTS IN SECURITIES  COMMON STOCKS  PREFERRED SECURITIES  TOTAL 

Balance as of 10-31-10  $2,918,657  $61,919  $2,980,576 
Realized gain (loss)       
Change in unrealized       
appreciation (depreciation)  955,519  491,489  1,447,008 
Purchases       
Sales       
Transfers into Level 3       
Transfers out of Level 3       
Balance as of 4-30-11  $3,874,176  $553,408  $4,427,584 
Change in unrealized at period end*  $955,519  $491,489  $1,447,008 

 

*Change in unrealized appreciation (depreciation) attributable to Level 3 securities held at the period end. This balance is included in the change in unrealized appreciation (depreciation) on the Statement of Operations.

In order to value the securities, the Fund uses the following valuation techniques. Equity securities held by the Fund are valued at the last sale price or official closing price on the principal securities exchange on which they trade. In the event there were no sales during the day or closing prices are not available, then securities are valued using the last quoted bid or evaluated price. Debt obligations are valued based on the evaluated prices provided by an independent pricing service,

Semiannual report | Bank and Thrift Opportunity Fund  17 

 



which utilizes both dealer-supplied and electronic data processing techniques, taking into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data. Certain securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Certain short-term securities are valued at amortized cost. Other portfolio securities and assets, where market quotations are not readily available, are valued at fair value, as determined in good faith by the Fund’s Pricing Committee, following procedures established by the Board of Trustees.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation. Dividend income is recorded on the ex-date. Interest income includes coupon interest and amortization/accretion of premiums/discounts on debt securities. Debt obligations may be placed in a non-accrual status and related interest income may be reduced by stopping current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful.

Repurchase agreements. The Fund may enter into repurchase agreements. When the Fund enters into a repurchase agreement, it receives collateral which is held in a segregated account by the Fund’s custodian. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline.

Overdrafts. Pursuant to the custodian agreement, the Fund’s custodian may, in its discretion, advance funds to the Fund to make properly authorized payments. When such payments result in an overdraft, the Fund is obligated to repay the custodian for any overdraft, including any costs or expenses associated with the overdraft. The custodian has a lien, security interest or security entitlement in any Fund property, that is not segregated, to the maximum extent permitted by law to the extent of any overdraft.

Expenses. The majority of expenses are directly attributable to an individual fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund’s relative assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Federal income taxes. The Fund intends to continue to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.

As of October 31, 2010, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition or disclosure. The Fund’s federal tax return is subject to examination by the Internal Revenue Service for a period of three years.

Managed distribution plan. On March 12, 2010, the Board of Trustees approved the adoption of a new managed distribution plan (the Distribution Plan). Under the Distribution Plan, the Fund will make quarterly distributions of an amount equal to 1.25% of the Fund’s net asset value, based upon an annual rate of 5%, as of each measuring date. The amount of each quarterly distribution will be determined based on the net asset value of the Fund at the close of the NYSE on the last business day of the month ending two months prior to each quarterly declaration date.

18  Bank and Thrift Opportunity Fund | Semiannual report 

 



Distributions under the Distribution Plan may consist of net investment income, net realized capital gains and, to the extent necessary, return of capital. Return of capital distributions may be necessary when the Fund’s net investment income and net capital gains are insufficient to meet the minimum percentage dividend. In addition, the Fund may also make additional distributions to avoid federal income and excise taxes. The final determinations of tax characteristics of the Fund’s distributions will occur at the end of the year, at which time it will be reported to shareholders.

The Board of Trustees may terminate the Distribution Plan at any time. The termination may have an adverse effect on the market price of the Fund’s shares.

Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The Fund generally declares and pays dividends quarterly through its managed distribution plan described above.

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. Material distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital. The final determination of tax characteristics of the Fund’s distribution will occur at the end of the year at which time it will be reported to shareholders. A portion of the distributions paid may be deemed a tax return of capital for the year ended October 31, 2011.

Capital accounts within financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period.

Note 3 — Guarantees and indemnifications

Under the Fund’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Note 4 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Adviser) serves as investment adviser for the Fund. The Adviser is an indirect wholly owned subsidiary of Manulife Financial Corporation (MFC).

Management Fee. The Fund has an investment management contract with the Adviser under which the Fund pays a daily management fee to the Adviser at an annual rate of 1.15% of the Fund’s average daily net assets. The Adviser has a subadvisory agreement with John Hancock Asset Management a division of Manulife Asset Management (US), LLC (formerly MFC Global Investment Management (U.S.), LLC), an indirect owned subsidiary of MFC and an affiliate of the Adviser. The Fund is not responsible for payment of the subadvisory fees.

The investment management fees incurred for the six-months ended April 30, 2011 were equivalent to an annual effective rate of 1.15% of the Fund’s average daily net assets.

Accounting and legal services. The Fund has an agreement with the Adviser and affiliates to perform necessary tax, accounting and legal services for the Fund. The compensation for the six-month period was at an annual rate of 0.25% of the average weekly net assets of the Fund. The Adviser agreed to limit the accounting and legal services fee to 0.10% of the Fund’s average weekly net assets. Accordingly, the expense reductions related to accounting and legal services fees amounted to $275,099 for the six-months ended April 30, 2011. The Adviser reserves the right to

Semiannual report | Bank and Thrift Opportunity Fund  19 

 



terminate this limitation in the future with the Trustees’ approval. The accounting and legal services fees incurred for the six-months ended April 30, 2011 amounted to an annual rate of 0.10% of the Fund’s average daily net assets.

Trustee expenses. The Trust compensates each Trustee who is not an employee of the Adviser or its affiliates. These Trustees may, for tax purposes, elect to defer receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan (the Plan). Deferred amounts are invested in various John Hancock funds and remain in the funds until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting liability are included within Other receivables and prepaid expenses and Payable to affiliates — Trustees’ fees, respectively, in the accompanying Statement of Assets and Liabilities.

Note 5 — Fund share transactions

In May 2009, the Board of Trustees approved a share repurchase plan, which was subsequently reviewed and approved by the Board of Trustees each year in December. Under the share repurchase plan, the Fund may purchase in the open market up to 10% of its outstanding common shares. The plan will remain in effect between January 1, 2011 and December 31, 2011.

During the six months ended April 30, 2011 and the year ended October 31, 2010, the Fund repurchased 401,138 and 803,485, respectively (1.96% and 3.86% of shares outstanding, respectively) of its common shares under the share repurchase program. The corresponding dollar amount of the share repurchase amounted to $6,580,808 and $12,088,382 during the six months ended April 30, 2011, and the year ended October 31, 2010, respectively.

Note 6 — Purchase and sale of securities

Purchases and sales of securities, other than short-term securities, aggregated $35,249,813 and $55,357,976, respectively, for the six months ended April 30, 2011.

Note 7 — Sector risk

Fund performance will be closely tied to a single sector of the economy, which may underperform other sectors over any given period of time. Financial services companies can be hurt by economic declines, changes in interest rates, regulatory and market impacts. Accordingly, this may make the Fund’s investment performance more volatile and investment values may rise and fall more rapidly.

20  Bank and Thrift Opportunity Fund | Semiannual report 

 



Additional information

Unaudited

Investment objective and policy

The Fund is a closed-end diversified management investment company, shares of which were initially offered to the public on August 23, 1994, and are publicly traded on the New York Stock Exchange. On December 7, 2010, the Fund’s Trustees approved the following new investment objective for the Fund: The Fund’s investment objective is to provide a high level of total return consisting of long-term capital appreciation and current income. The prior investment objective was long-term capital appreciation. On November 20, 2001, the Fund’s Trustees approved the following investment policy changes effective December 15, 2001: Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of U.S. regional banks and thrifts and holding companies that primarily own or receive a substantial portion of their income from regional banks or thrifts. “Net assets” is defined as net assets plus borrowings for investment purposes. “Primarily owned” means that the bank or financial holding company derives a substantial portion of its business from U.S. regional banks or thrifts as determined by the Adviser, based upon generally accepted measures such as revenues, asset size and number of employees. U.S. regional banks or thrifts are ones that provide full-service banking (i.e., savings accounts, checking accounts, commercial lending and real estate lending) and whose assets are primarily of domestic origin. The Fund will notify shareholders at least 60 days prior to any change in this 80% investment policy.

The Fund may invest in investment-grade debt securities as well as debt securities rated BB or below by Standard & Poor’s Ratings group (Standard & Poor’s) or Ba or below by Moody’s Investors Service, Inc. (Moody’s) or, if unrated by such rating organizations, determined by the Adviser to be of comparable quality.

On December 7, 2010, the Fund’s Trustees approved certain investment policy changes, as summarized below:

(i) investment policy stating that “Under normal market conditions, the Fund may invest up to 25% of its total assets in the equity securities of financial services companies, companies with significant lending operations, foreign banking, lending and financial services companies, “money center” banks and debt securities issued by U.S. regional banks, thrifts or their holding companies selected primarily for capital appreciation potential.” was replaced with the following: “Under normal market conditions, the Fund may invest up to 20% of its net assets in the equity securities of financial services companies, companies with significant lending operations, foreign banking, lending and financial services companies, “money center” banks and debt securities issued by U.S. regional banks, thrifts or their holding companies.”;

(ii) investment policy stating that “The equity securities in which the Fund may invest are common stocks, preferred stocks, warrants, stock purchase rights, securities convertible into other equity securities. Although the Fund will purchase equity securities principally for capital appreciation, such investments may also produce dividends and other income.” was replaced with the following: “The equity securities in which the Fund may invest are common stocks, preferred stocks, warrants, stock purchase rights, securities convertible into other equity securities.”;

Semiannual report | Bank and Thrift Opportunity Fund  21 

 



(iii) investment policy stating that “The Fund intends to invest primarily in the equity securities of U.S. regional banks, thrifts and holding companies with assets of less than $30 billion and to emphasize over time investments in U.S. regional banks, thrifts and their holding companies with assets of $3 billion or less. The Adviser believes that such small to medium size banks and thrifts offer better opportunity for longer-term capital appreciation than do larger banks, thrifts and their holding companies. Over time, the Fund may change its investment emphasis in response to, among other factors, consolidations in the banking and thrift industry and the Adviser’s view as to opportunities for capital appreciation.” was replaced with the following: “The Fund intends to invest in the equity securities of U.S. regional banks, thrifts and holding companies of any size.”; and

(iv) investment policy stating that “The Fund may write and purchase call and put options on securities and securities indices provided that the value of options purchased by the Fund, together with the obligations of the Fund under options written by the Fund, other than options written or purchased for hedging purposes and call options written “against-the box,” does not exceed 5% of the Fund’s total assets at the time of such purchase or writing.” was replaced with the following: “The Fund may write and purchase call and put options on securities and securities indices. The Fund typically will limit notional exposure of the options to 5% of the value of the Fund’s portfolio securities, although this amount is expected to vary over time based upon U.S. equity market conditions and other factors.”

On March 9, 2011, the Board of Trustees approved certain investment policy changes, as summarized below:

(i) investment policy stating that “Under normal market conditions, the Fund may invest up to 20% of its net assets in the equity securities of financial services companies, companies with significant lending operations, foreign banking, lending and financial services companies, “money center” banks and debt securities issued by U.S. regional banks, thrifts or their holding companies.” was replaced with the following: “Under normal market conditions, the Fund may invest up to 20% of its net assets in the common and preferred equity securities and other preferred securities of financial services companies, companies with significant lending operations, foreign banking, lending and financial services companies, “money center” banks and debt securities issued by U.S. regional banks, thrifts or their holding companies.”; and

(ii) investment policy stating that “The Fund may invest up to 20% of its total assets in equity securities of foreign banking, lending and financial services companies, including securities quoted in foreign currencies.” was replaced with the following: “The Fund may invest up to 20% of its total assets in common and preferred equity securities and other preferred securities of foreign banking, lending and financial services companies, including securities quoted in foreign currencies.”

Bylaws

On November 19, 2002, the Board of Trustees adopted several amendments to the Fund’s bylaws, including provisions relating to the calling of a special meeting and requiring advance notice of shareholder proposals or nominees for Trustee. The advance notice provisions in the bylaws require shareholders to notify the Fund in writing of any proposal that they intend to present at an annual meeting of shareholders, including any nominations for Trustee, between 90 and 120 days prior to the first anniversary of the mailing date of the notice from the prior year’s annual meeting of shareholders. The notification must be in the form prescribed by the bylaws. The advance notice provisions provide the Fund and its Trustees with the opportunity to thoughtfully consider and address the matters proposed before the Fund prepares and mails its proxy statement to shareholders. Other amendments set forth the procedures that must be followed in order for a shareholder to call a special meeting of shareholders.

22  Bank and Thrift Opportunity Fund | Semiannual report 

 



Effective September 9, 2008, the Fund’s bylaws were amended with respect to notice requirements for Trustee nominations and other proposals by the Fund’s shareholders. These provisions require the disclosure of the nominating shareholder and the nominee’s investment interests as they relate to the Fund, as well as the name of any other shareholder supporting the nominee for election as a Trustee or the proposal of other business. In order for notice to be proper, such notice must disclose the economic interests of the nominating shareholder and nominee, including his or her holdings of shares in the Fund, the intent upon which those shares were acquired, and any hedging arrangements (including leveraged or short positions) made with respect to the shares of the Fund. Additionally, any material interest that the shareholder has in the business to be brought before the meeting must be disclosed.

Please contact the Secretary of the Fund for additional information about the advance notice requirements or the other amendments to the bylaws.

Dividends and distributions

During the six-month period ended April 30, 2011, dividends from net investment income totaling $0.4493 per share were paid to shareholders. The dates of payments and the amounts per share were as follows:

PAYMENT DATE  DISTRIBUTIONS1 

December 31, 2010  $0.2113 
March 31, 2011  0.2380 
Total  $0.4493 



1
A portion of the distributions may be deemed a tax return of capital at year-end.

Dividend reinvestment plan

The Board of Trustees approved certain amendments to the Fund’s Dividend Reinvestment Plan. The Dividend Reinvestment Plan that is in effect as of July 1, 2011 is described below.

Pursuant to the Fund’s Dividend Reinvestment Plan (the Plan), distributions of dividends and capital gains are automatically reinvested in common shares of the Fund by The Bank of New York Mellon (the Plan Agent). Every shareholder holding at least one full share of the Fund is entitled to participate in the Plan. In addition, every shareholder who became a shareholder of the Fund after June 30, 2011 and holds at least one full share of the Fund will be automatically enrolled in the Plan. Shareholders who do not participate in the Plan will receive all distributions in cash.

If the Fund declares a dividend or distribution, participants will receive shares purchased by the Plan Agent on participants’ behalf on the New York Stock Exchange (the NYSE) or otherwise on the open market. Whenever shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently $0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.

The reinvestment of dividends and net capital gains distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.

Shareholders participating in the Plan may buy additional shares of the Fund through the Plan at any time in amounts of at least $50 per investment, up to a maximum of $10,000, with a total calendar year limit of $100,000. Shareholders will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. Purchases of additional shares of the Fund will be made on the open market. Shareholders who elect to utilize monthly electronic fund transfers to buy additional shares of the Fund will be charged a $2 transaction fee plus $0.05 per share brokerage

Semiannual report | Bank and Thrift Opportunity Fund  23 

 



trading fee for each automatic purchase. Shareholders can also sell Fund shares held in the Plan account at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.bnymellon.com/shareowner/equityaccess. The Plan Agent will mail a check to you (less applicable brokerage trading fees) on settlement date, which is three business days after your shares have been sold. If you choose to sell your shares through your stockbroker, you will need to request that the Plan Agent electronically transfer your shares to your stockbroker through the Direct Registration System.

Shareholders participating in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.bnymellon.com/shareowner/equityaccess. Such termination will be effective immediately if the notice is received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination will be effective on the first trading day after the payment date for such dividend or distribution, with respect to any subsequent dividend or distribution. If you withdraw, your shares will be credited to your account; or, if you wish, the Plan Agent will sell your full and fractional shares and send you the proceeds, less a transaction fee of $5.00 and less brokerage trading fees of $0.05 per share. If a shareholder does not maintain at least one whole share of common stock in the Plan account, the Plan Agent may terminate such shareholder’s participation in the Plan after written notice. Upon termination, shareholders will be sent a check for the cash value of any fractional share in the Plan account, less any applicable broker commissions and taxes.

Shareholders who hold at least one full share of the Fund may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.bnymellon.com/shareowner/equityaccess. If received in proper form by the Plan Agent before the record date of a dividend, the election will be effective with respect to all dividends paid after such record date. If you wish to participate in the Plan and your shares are held in the name of a brokerage firm, bank or other nominee, please contact your nominee to see if it will participate in the Plan for you. If you wish to participate in the Plan, but your brokerage firm, bank or other nominee is unable to participate on your behalf, you will need to request that your shares be re-registered in your own name, or you will not be able to participate. The Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by you as representing the total amount registered in your name and held for your account by your nominee.

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund and the Plan Agent reserve the right to amend or terminate the Plan. Participants generally will receive written notice at least 90 days before the effective date of any amendment. In the case of termination, participants will receive written notice at least 90 days before the record date for the payment of any dividend or distribution by the Fund.

All correspondence or additional information about the Plan should be directed to The Bank of New York Mellon, c/o BNY Mellon Shareowner Services, c/o Mellon Investor Services, P.O. Box 358035, Pittsburgh, PA 15252-8035 (Telephone: 1-800-852-0218 (within the U.S. and Canada), 1-201-680-6578 (International Telephone Inquiries), and 1-800-231-5469 (For the Hearing Impaired (TDD)).

24  Bank and Thrift Opportunity Fund | Semiannual report 

 



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
Newport Office Center VII
480 Washington Boulevard
Jersey City, NJ 07310
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.

Shareholder meeting

The Fund held its Annual Meeting of Shareholders on January 21, 2011. The following proposal was considered by the shareholders:

Proposal: Election of three (3) Trustees to serve for a three-year term ending at the Annual Meeting of Shareholders in 2014. The votes cast with respect to each Trustee are set forth below.

THE PROPOSAL PASSED ON JANUARY 21, 2011.

  TOTAL VOTES  TOTAL VOTES WITHHELD 
  FOR THE NOMINEE  FROM THE NOMINEE 

James F. Carlin  15,987,714  1,486,089 
William H. Cunningham  15,992,879  1,550,924 
Gregory A. Russo  15,997,409  1,476,394 

 

The following eight Trustees were not up for election and remain in office: Deborah C. Jackson, Charles L. Ladner, Stanley Martin, Patti McGill Peterson, Hugh McHaffie, John A. Moore, Steven R. Pruchansky and John G. Vrysen.

Semiannual report | Bank and Thrift Opportunity Fund  25 

 



More information

Trustees  Officers  Investment adviser 
Steven R. Pruchansky,  Keith F. Hartstein  John Hancock Advisers, LLC 
Chairperson  President and   
James F. Carlin  Chief Executive Officer  Subadviser 
William H. Cunningham    John Hancock Asset Management 
Deborah C. Jackson* Andrew G. Arnott  (formerly MFC Global
Charles L. Ladner,* Senior Vice President  Investment Management
Vice Chairperson and Chief Operating Officer  (U.S.), LLC)
Stanley Martin*    
Hugh McHaffie Thomas M. Kinzler Custodian
Dr. John A. Moore Secretary and Chief Legal Officer  State Street Bank and
Patti McGill Peterson*    Trust Company
Gregory A. Russo Francis V. Knox, Jr.   
John G. Vrysen Chief Compliance Officer  Transfer agent 
  Mellon Investor Services
*Member of the Charles A. Rizzo  
Audit Committee Chief Financial Officer Legal counsel
†Non-Independent Trustee   K&L Gates LLP
Salvatore Schiavone  
  Treasurer  Stock symbol
    Listed New York Stock
    Exchange: BTO

 

For shareholder assistance refer to page 25

You can also contact us:     
  1-800-852-0218  Regular mail: 
  jhfunds.com  Mellon Investor Services 
    Newport Office Center VII 
    480 Washington Boulevard 
    Jersey City, NJ 07310 

 

The Fund’s proxy voting policies and procedures, as well as the Fund’s proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) Web site at www.sec.gov or on our Web site.

The Fund’s complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The Fund’s Form N-Q is available on our Web site and the SEC’s Web site, www.sec.gov, and can be reviewed and copied (for a fee) at the SEC’s Public Reference Room in Washington, DC. Call 1-800-SEC-0330 to receive information on the operation of the SEC’s Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our Web site www.jhfunds.com or by calling 1-800-852-0218.

The report is certified under the Sarbanes-Oxley Act, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.

The Fund is listed for trading on the NYSE and has filed with the NYSE its chief executive officer certification regarding compliance with the NYSE’s listing standards. The Fund also files with the SEC the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.

26  Bank and Thrift Opportunity Fund | Semiannual report 

 



 


1-800-852-0218
1-800-231-5469 TDD
1-800-843-0090 EASI-Line
www.jhfunds.com

 

PRESORTED
STANDARD
U.S. POSTAGE
PAID
MIS

P90SA 4/11 
6/11 

 



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 at this time.

ITEM 6. SCHEDULE OF INVESTMENTS.

(a) Not applicable.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT

COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT

INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

  REGISTRANT PURCHASES OF    
  EQUITY SECURITIES    
 
      Total Number  Maximum 
      of  Number 
      Shares  of Shares 
      Purchased  that May 
  Total  as Part of  Yet Be 
  Number of  Average  Publicly  Purchased 
  Shares   Price  Announced  Under the 
Period  Purchased  per Share  Plans*  Plans 

 
Nov-10  188,265  15.473  991,750  1,134,270 
Dec-10  85,136  17.118  1,076,886  1,973,241* 
Jan-11  47,600  17.782  1,124,486  1,925,641 
Feb-11  0  0  1,124,486  1,925,641 
Mar-11  58,514  17.005  1,183,000  1,867,127 
Apr-11  21,623  17.064  1,204,623  1,845,504 
Total  401,138  16.405     

 



__________________________________________________________

*In May 2009, the Board of Trustees approved a share repurchase plan, which was subsequently reviewed and approved by the Board of Trustees each year in December. Under the share repurchase plan, the Fund may purchase in the open market up to 10% of its outstanding common shares. The plan will remain in effect between January 1, 2011 and December 31, 2011.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to previously disclosed John Hancock Funds – Governance Committee Charter.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(b) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached “John Hancock Funds – Governance 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 Bank and Thrift Opportunity Fund

By:

/s/ Keith F. Hartstein
Keith F. Hartstein
President and
Chief Executive Officer

Date: June 20, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Keith F. Hartstein
Keith F. Hartstein
President and
Chief Executive Officer

Date: June 20, 2011

By:

/s/ Charles A. Rizzo
Charles A. Rizzo
Chief Financial Officer

Date: June 20, 2011