UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
x Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
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JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
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(Name
of Registrant as Specified in Its Charter)
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WESTERN
INVESTMENT LLC
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
ARTHUR
D. LIPSON
ROBERT
A. WOOD
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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maximum aggregate value of transaction:
(5) Total
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¨ Fee
paid previously with preliminary materials:
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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Filed:
WESTERN
INVESTMENT LLC
February
19, 2008
Dear
Fellow Shareholder:
Western
Investment LLC (“Western”) together with our fellow participants in this
solicitation is one of the largest investors in John Hancock Tax-Advantaged
Dividend Income Fund (“HTD” or the “Fund”). We write to you regarding
the annual meeting of shareholders scheduled to be held at 601 Congress Street,
Boston, Massachusetts 02210, on Monday March 31, 2008 at 10:00 a.m., Eastern
Time. Western believes that the current board of trustees of HTD (the
“Board”) has failed to act in your best interests. Western is
therefore seeking your support at the annual meeting of shareholders for the
following purposes:
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1.
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To
elect Western’s slate of nominees to the Board, each to hold office until
the 2011 annual meeting of HTD’s shareholders and until their successors
are elected and qualify;
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2.
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To
consider HTD’s proposal to eliminate the Fund’s “concentration” policy
(i.e. investing at least 25% of its net assets) with respect to securities
issued by financial services
corporations;
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3.
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To
consider HTD’s proposal to modify the Fund’s concentration policy with
respect to investing in the utilities sector by permitting the Fund to
invest in both U.S. and foreign utilities corporations, rather than only
U.S. utilities corporations (as required under the Fund’s current policy);
and
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4.
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To
transact such other business as may properly come before the annual
meeting or any adjournment or postponement
thereof.
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Western
urges you to carefully consider the information contained in the attached proxy
statement and then support its efforts by voting your shares by signing, dating
and returning today the enclosed WHITE proxy card in the
postage paid envelope provided. The attached proxy statement and
WHITE proxy card are
first being furnished to the shareholders on or about February 19,
2008.
If
you have already sent a proxy card furnished by HTD’s management to HTD, you
have every right to change your vote by signing, dating and returning today the
enclosed WHITE proxy card in the postage paid envelope provided. Only
your latest dated proxy card counts!
If you
have any questions or require assistance voting your shares, please contact
Innisfree M&A Incorporated, who is assisting us, at their address and
toll-free number listed on the following page.
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Thank
you for your support,
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| /s/ Arthur D. Lipson |
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Arthur
D. Lipson
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Western
Investment LLC
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If
you have any questions or need assistance voting your shares, please
call:
Innisfree
M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, NY 10022
Shareholders
Call Toll-Free at: (877) 456-3510
Banks
and Brokers Call Collect at: (212) 750-5833
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PLEASE BE
ADVISED:
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·
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Western's interests are
aligned with yours (page 4)
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·
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HTD’s history of a persistent
double-digit NAV discount is unacceptable (page
4)
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·
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The Board has failed to take
effective and timely action to reduce the Fund’s NAV discount and has failed to
make accretive repurchases that could benefit shareholders (page
5)
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2
ANNUAL
MEETING OF SHAREHOLDERS
OF
JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
_________________________
PROXY
STATEMENT
OF
WESTERN
INVESTMENT LLC
_________________________
Please
vote your Shares today by telephone or Internet, as described in the enclosed
WHITE proxy card, or by signing, dating and returning the WHITE proxy card in
the postage paid envelope provided.
Western
Investment LLC, a Delaware limited liability company (“Western” or “we”), is a
significant shareholder of John Hancock Tax-Advantaged Dividend Income Fund
(“HTD” or the “Fund”). Western is writing to you in connection with
the election of two nominees to the board of trustees of HTD (the “Board”), at
the annual meeting of shareholders scheduled to be held at 601 Congress Street,
Boston, Massachusetts 02210, on Monday March 31, 2008 at 10:00 a.m., Eastern
Time, including any adjournments or postponements thereof and any meeting that
may be called in lieu thereof (the “Annual Meeting”). This proxy
statement (the “Proxy Statement”) and the enclosed WHITE proxy card are first
being furnished to shareholders on or about February 19, 2008.
This
proxy statement and the enclosed WHITE proxy card are being
furnished to shareholders of HTD by Western in connection with the solicitation
of proxies from HTD’s shareholders for the following proposals:
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1.
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To
elect Western’s slate of nominees to the Board, each to hold office until
the 2011 Annual Meeting of HTD’s shareholders and until their successors
are elected and qualify;
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2.
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To
consider HTD’s proposal to eliminate the Fund’s “concentration” policy
(i.e. investing at least 25% of its net assets) with respect to securities
issued by financial services
corporations;
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3.
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To
consider HTD’s proposal to modify the Fund’s concentration policy with
respect to investing in the utilities sector by permitting the Fund to
invest in both U.S. and foreign utilities corporations, rather than only
U.S. utilities corporations (as required under the Fund’s current policy);
and
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4.
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To
transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement
thereof.
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Western,
Western Investment Hedged Partners L.P. (“WIHP”), Western Investment Activism
Partners LLC (“WIAP”), Western Investment Total Return Fund Ltd., (“WITRL”),
Western Investment Total Return Partners L.P. (“WITRP”), Arthur D. Lipson and
Robert A. Wood are members of a group (the “Group”) formed in connection with
this proxy solicitation and are deemed participants in this proxy
solicitation.
1
HTD has
set the close of business on January 24, 2008 as the record date (the “Record
Date”) for determining shareholders entitled to notice of and to vote at the
Annual Meeting. The mailing address of the principal executive
offices of HTD is 601 Congress Street, Boston, Massachusetts
02210. Shareholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting.
According
to HTD, as of the Record Date, there were 42,077,487 common shares of beneficial
interest, no par value per share (the “Common Shares”) outstanding and 15,200
preferred shares of beneficial interest (the “Preferred Shares” and together
with the Common Shares, the “Shares”) outstanding. Holders of the
Common Shares are entitled to one vote per share on all business of the Annual
Meeting including any adjournment or postponement thereof. Holders of
the Preferred Shares are entitled to vote for all business at the Annual Meeting
except for the election of trustees. As of the Record Date, Western,
along with all of the participants in this solicitation, was the beneficial
owner of an aggregate of approximately 1,971,145 Common Shares, which represents
approximately 4.7% of the Common Shares outstanding as of the Record
Date. The participants in this solicitation intend to vote such
Common Shares for the election of Western’s nominee trustees.
THIS
SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF TRUSTEES
OR MANAGEMENT OF HTD. WESTERN IS NOT AWARE OF ANY OTHER MATTERS TO BE
BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH
WESTERN IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE
BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED
WHITE PROXY CARD WILL
VOTE ON SUCH MATTERS IN THEIR DISCRETION.
WESTERN
URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN’S NOMINEES BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD
TODAY.
IF YOU
HAVE ALREADY GIVEN A PROXY TO HTD’S MANAGEMENT, YOU MAY REVOKE THAT PROXY AND
VOTE IN FAVOR OF WESTERN’S NOMINEES BY SIGNING, DATING AND RETURNING THE
ENCLOSED WHITE PROXY
CARD TODAY. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY AUTHORIZING A LATER PROXY BY TELEPHONE OR INTERNET OR BY DELIVERING A
WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO
WESTERN, C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS
SOLICITATION, OR TO THE SECRETARY OF HTD (WITH A COPY TO INNISFREE M&A
INCORPORATED), OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
2
IMPORTANT
YOUR
VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
If
you have already sent a proxy card furnished by HTD’s management to HTD, you
have every right to change your vote by signing, dating and returning the
enclosed WHITE proxy card or by following the instructions for telephone or
internet voting detailed thereon. Only your latest dated proxy card
counts!
You
may vote your Shares by telephone or Internet, as described in the enclosed
WHITE proxy card, or by signing, dating and returning today the enclosed WHITE
proxy card, marked FOR the election of Western’s nominees.
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·
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If
your Shares are registered in your own name, you may vote your Shares by
following the instructions detailed on the enclosed WHITE proxy card by
signing, dating and mailing the enclosed WHITE proxy card in the
enclosed return envelope to Western, c/o Innisfree M&A Incorporated,
in the enclosed postage-paid envelope
today.
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·
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If
any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such
Shares and only upon receipt of your specific
instructions. Accordingly, please provide your broker or bank
with voting instructions to vote, on your behalf, the WHITE proxy
card. In addition, if you hold your Shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the
materials you receive from your broker or bank prior to authorizing a
proxy by telephone or Internet. Western urges you to confirm
your instructions in writing to the person responsible for your account
and to provide a copy of such instructions to Western, c/o Innisfree
M&A Incorporated, who is assisting in this solicitation, at the
address and telephone numbers set forth below, and on the back cover of
this proxy statement, so that we may be aware of all instructions and can
attempt to ensure that such instructions are
followed.
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If you have any questions or need
assistance voting your Shares, please call:
Innisfree M&A
Incorporated
501 Madison Avenue, 20th
Floor
New York, NY
10022
Shareholders Call Toll-Free at: (877)
456-3510
Banks and Brokers Call Collect at:
(212) 750-5833
3
PROPOSAL NO. 1
ELECTION OF
TRUSTEES
Our interests are aligned with
yours
Western
and the other participants are significant investors in HTD and remain committed
to our investment in the Fund. We are currently one of HTD’s largest
shareholders, which means our interests are aligned with the
interests of all shareholders – if our investment in HTD prospers, so does
yours. We have no intention of seeking to open-end or liquidate
HTD. Western proposes to elect Arthur D. Lipson and Robert A. Wood as
nominees (together the “Nominees”) to the Board. The Nominees must be
elected by the holders of a plurality of HTD’s outstanding Common
Shares.
Western
believes that our two Nominees have extensive experience in private and public
investment, a history of outstanding investment records, and have outstanding
credentials. If elected, the Nominees will work on behalf of all
shareholders to influence each member of the Board to take all actions necessary
to maximize the value of your Shares and to reduce HTD’s share price net asset
value discount to less than 3% of the underlying value of its
Shares.
HTD’s history of a persistent
double-digit NAV discount is unacceptable
HTD’s
share price has traded at a double-digit discount to its per share net asset
value (“NAV”) for most of its operating history, reaching as low as 17% in May
2006. We believe that the persistence of this discount was, in part,
due to the perception that the persistent and substantial NAV discount was not
being addressed by the Board. Any time a shareholder is forced to
sell his or her ownership of a closed end fund at a steep discount to net asset
value (“NAV”), that shareholder is harmed no matter what the fund’s discount was
at the time the shareholder purchased their shares of that fund. When
a NAV discount is excessive, i.e. greater than 5%, a selling shareholder is
forced to leave behind a substantial portion of the value underlying the shares
at the time of sale. We believe the fair value of a share of common
stock of a closed end fund should be its NAV, or a value very
close.
The table
below shows the discount of HTD’s stock price to HTD’s NAV since March 31, 2005
(on the last day of each calendar quarter).
|
Date
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% (Discount) to
NAV
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03/31/05
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(14.559)
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06/30/05
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(13.710)
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09/30/05
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(14.964)
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12/30/05
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(15.454)
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03/31/06
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(15.104)
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06/30/06
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(15.366)
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09/29/06
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(13.361)
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12/29/06
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(11.135)
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03/30/07
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(12.559)
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06/29/07
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(12.584)
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09/28/07
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(13.403)
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12/31/07
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(10.455)
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As an HTD
shareholder, Western is extremely concerned about the Board’s failure to make
accretive stock buyback purchases when the fund was at an excessive NAV
discount, and its affect on shareholder value. For example, assume
HTD trades at a NAV discount of 13.55% (the Fund’s average from March 31, 2005
through December 31, 2007). What this means is that for each $1 of
underlying HTD net asset value, a share of HTD common stock would trade at
approximately 86.5 cents. So long as the NAV discount persists,
exiting HTD shareholders who sell their Shares will sell them at a discount to
the underlying NAV. Additionally, for those shareholders unfortunate
enough to have purchased Shares upon the offering in February 2004, in addition
to having to deal with the persistent double-digit discount to NAV, they also
paid a 4.5% sales and underwriting load to purchase their Shares, thereby
further harming investment returns. Accordingly, for investors in the
initial offering, after giving effect to the initial commission, selling HTD
shareholders have at times experienced in excess of 20% of NAV lost
value.
4
To put
this in perspective, of the 655 closed-end funds currently in existence, in
terms of its NAV discount HTD has been ranked in the worst 10% of funds from
February 25, 2005 through October 26, 2007 for 99% of the weeks, and in the
bottom 1% for 13 weeks. Despite this continual bottom market rating,
for years the Board has taken no steps apparent to shareholders to address the
Fund’s NAV discount while the Fund’s NAV discount was excessive, frequently
above 10%. As a shareholder we believe this is
unacceptable. Given such circumstances, we believe the Board has not
been properly looking after shareholders’ best interests or earned the premium
charged to shareholders, who, in turn, have not seen a justification for either
the premium they paid as part of their initial investment or their recurring
management fees.
The
Board has failed to take effective action to reduce the NAV
discount
We
believe the Board’s failure to take any observable action in response to the NAV
discount is symptomatic of its indifference to the plight of HTD’s
shareholders. As you can see from the chart below, HTD’s NAV discount
languished in the bottom 10% of all funds FOR OVER TWO YEARS. It was
not until the fall of 2007, after Western delivered a nomination letter to the
Board nominating our two trustee nominees, that shareholders finally saw an
improvement in HTD’s NAV discount.
Only
after Western delivered its nomination letter to the Board did the Board began
to take any tangible steps towards correcting HTD’s NAV
discount. However, shareholders had already suffered through a full
two years of excessive NAV discounts before the Board was spurred to
action. Even then it took the threat of a proxy contest before
shareholders saw any reaction from the Board. We find this
unacceptable. Why did the Board wait so long to react? It
is hard to believe that the Board was ignorant of the harm the lost value
resulting from such a steep NAV discount had on shareholders. Had
Western not delivered its nomination letter, would the Board have taken the
actions it did? Shareholders need a Board that is primarily and
continuously responsive to their best interests.
SHAREHOLDERS DO NOT DESERVE A
REACTIVE BOARD; THEY DESERVE A PROACTIVE ONE - ONE THAT SOLELY ACTS WITH THE
BEST INTERESTS OF SHAREHOLDERS IN MIND.
5
Closed-end funds such as HTD require
a strong and independent board to properly protect the rights of
shareholders
A
closed-end fund, such as HTD, is frequently formed by or on behalf of the
entity, or its affiliate, that ultimately becomes the manager of the
fund. The fund manager, or its affiliate, earns profits through
management fees. Many people believe that the fund manager’s interest
is likely in maximizing its profits, which it does by having the highest amount
of assets in the fund. Accordingly, certain actions that may benefit
shareholders, such as large dividends or a stock buyback, likely will reduce
profits for the fund manager by reducing assets under
management. Western believes that closed-end fund managers often use
their influence with their hand-picked boards to maximize management fees rather
than focusing on increasing NAV and earnings per share through, among other
things, the repurchase of shares at a discount to NAV.
During
the past three years when HTD was trading at its significant NAV discount, the
Board did not institute a repurchase of the Shares, or take other observable
action to address this problem. We believe repurchasing HTD’s Shares
at such a discount would have reduced the lost value selling shareholders
suffered due to the NAV discount while, at the same time, increasing the NAV and
earnings per share for remaining shareholders. To us, this seems like
a triple win for shareholders. Yet the Board chose to do
nothing. We wonder, how much did the fact that fees collected by
HTD’s fund manager are calculated based on the amount of assets under management
affect the Board’s decision?
As
shareholders are aware, the Board eventually took action, but waited until after
Western gave notice of its intent to nominate trustees at the Annual Meeting to
do so. Even then the Board’s actions were inadequate at best – and
seemed, to us, an attempt to placate Western rather than an attempt to address
the underlying NAV discount that affects all shareholders.
Each HTD
trustee that currently serves on the Board serves on no fewer than 55 other John
Hancock Funds and individually collects over $100,000 in fees annually for their
services. According to HTD’s proxy statement, each independent
trustee may also accrue deferred compensation, which, under the John Hancock
Deferred Compensation Plan for Independent Trustees, may be invested in shares
of one or more funds in the John Hancock Fund complex. As of December
31, 2007, the independent trustees had an aggregate of over $1.2 million in
deferred compensation available to invest yet, as a group, they hold fewer than
2,500 of the 42,077,487 Common Shares outstanding. Is it any wonder
that the Board was so slow to react to the Fund’s steep NAV
discount? Between their services on the boards of other John Hancock
funds, their six-figure annual fees and lack of real ownership in HTD, can the
Board be trusted to show the willingness necessary to ensure HTD’s shareholders
receive the maximum value for their investment in the Fund?
SHAREHOLDERS ARE ENTITLED TO A BOARD
THAT WILL ACT IN THEIR BEST INTERESTS. AS SHAREHOLDERS WITH A REAL
OWNERSHIP IN THE FUND, OUR NOMINEES’ INTERESTS ARE ALIGNED WITH
YOURS.
OUR NOMINEES
The
following information sets forth the name, age, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of each of our
Nominees.
Arthur D. Lipson (Age 65) has
been managing private investment partnerships since 1995. He has been
the sole managing member of Western Investment, a Delaware limited liability
company, which has acted as the general partner, managing member or investment
manager, as the case may be, of private investment partnerships in certain funds
since 1997. Western Investment specializes in investing in
undervalued companies. Mr. Lipson has additional substantial
experience in sales and trading and research, including previously heading all
fixed income research for Lehman Brothers and for Paine Webber, was a known
leader in the industry, and created, among other things, the Lehman Brothers
bond indices. Mr. Lipson received a Masters of Science from Columbia
University and a Bachelor of Science from the California Institute of
Technology. Mr. Lipson currently serves on the Board of Trustees of
Pioneer Municipal and Equity Income Trust (NYSE:PBF). Mr. Lipson does
not currently hold, nor has he at any time held, any position with
HTD. Mr. Lipson does not oversee any portfolios in HTD’s Fund
Complex.
Robert A. Wood (Age 70) has
been a Distinguished Professor of Finance at the University of Memphis, since
July 1990. Professor Wood previously taught at Penn State University and New
York University. His education includes a PhD in Finance from the University of
Pittsburgh, a Masters in Operations Research from Stanford University, and a
Bachelors in Economics from the University of Washington. He was a member of the
Presidential Task Force on Market Mechanisms (The Brady Commission) that studied
the market crash in 1987, and a founding member of the NASD Economic Advisory
Board. Professor Wood is the founder and Executive Director of the
Institute for the Study of Security Markets, a nonprofit Educational Foundation
that promotes securities markets research by providing transactions data to
academic institutions. Professor Wood does not currently hold, nor
has he at any time held, any position with HTD. Professor Wood does
not oversee any portfolios in HTD’s Fund Complex.
6
ADDITIONAL INFORMATION ABOUT THE
NOMINEES
As of the
date hereof, the dollar range of shares of the Trust beneficially owned by each
Nominee is as follows:
|
Name of
Nominee
|
Dollar Range
of
Equity Securities in
HTD
|
Aggregate Dollar Range of
Equity Securities in
All Funds to be Overseen by Nominee
|
|
Arthur
D. Lipson
|
Over
$100,000
|
Over
$100,000
|
|
Robert
A. Wood
|
--
|
--
|
None of
the Nominees, their affiliates or any other related persons, has, during the
past 5 years, held any position, including as an officer, employee, director or
general partner, with (i) HTD, (ii) any investment company, or any person that
would be an investment company but for the exclusions provided by Sections
3(c)(1) and (c)(7) of the Investment Company Act of 1940 (the “1940 Act”),
having the same investment adviser, principal underwriter or Sponsoring
Insurance Company (as such item is defined in the 1940 Act) or under the control
of such investment adviser, principal underwriter or Sponsoring Insurance
Company, as HTD, (iii) HTD’s investment adviser, principal underwriter or
Sponsoring Insurance Company and (v) any person, directly or indirectly
controlling, controlled by, or under common control of HTD’s investment adviser,
principal underwriter, or Sponsoring Insurance Company.
Since the
beginning of HTD’s last two completed fiscal years, no officer of an investment
adviser, principal underwriter, or Sponsoring Insurance Company, or of a person
directly or indirectly controlling, controlled by, or under common control
thereby, serves, or has served, on the board of directors of a company of which
a Nominee is an officer.
Since the
beginning of HTD’s last two completed fiscal years, no Nominee or any of his
associates was a party to any transaction, or series of similar transactions or
is a party to any currently proposed transaction, or series of similar
transactions, in which the amount involved exceeded or is to exceed $120,000, to
which (i) HTD, (ii) any of its officers, (iii) any investment company, or
officer thereof, or any person, or officer thereof, that would be an investment
company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the
1940 Act, having the same investment adviser, principal underwriter or
Sponsoring Insurance Company or under the control of such investment adviser,
principal underwriter or Sponsoring Insurance Company, as HTD, (iv) HTD’s
investment adviser, principal underwriter or Sponsoring Insurance Company, or
officer thereof, (v) any person, or officer thereof, directly or indirectly
controlling, controlled by, or under common control of HTD’s investment adviser,
principal underwriter, or Sponsoring Insurance Company, was or is to be a
party.
The
information provided above has been furnished to Western by the
Nominees. The Nominees are citizens of the United States of
America. Neither of the Nominees is an “interested person” of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act.
YOU ARE URGED TO VOTE FOR THE
ELECTION OF WESTERN’S NOMINEES ON THE ENCLOSED WHITE PROXY
CARD.
7
PROPOSAL NO. 2:
HTD PROPOSAL TO ELIMINATE THE FUND’S
FINANCIAL SERVICES CORPORATIONS CONCENTRATION POLICY
As
discussed in further detail in the Fund’s proxy statement in the section titled
“PROPOSAL TWO,” the Fund has proposed to eliminate the Fund’s policy of
investing at least 25% of its net assets in securities issued by financial
services corporations.
We make
no recommendation as to Proposal No. 2. For more information please
refer to the section in the Fund’s proxy statement titled “PROPOSAL
TWO”
8
PROPOSAL NO. 3:
HTD PROPOSAL TO MODIFY THE FUND’S
UTILITIES SECTOR CONCENTRATION POLICY TO PERMIT INVESTMENT IN FOREIGN
CORPORATIONS
As
discussed in further detail in the Fund’s proxy statement in the section titled
“PROPOSAL THREE,” the Fund has proposed to modify the Fund’s concentration
policy with respect to investing in the utilities sector by permitting the Fund
to invest in both U.S. and foreign utilities corporations, rather than only U.S.
corporations.
We make
no recommendation as to Proposal No. 3. For more information please
refer to the section in the Fund’s proxy statement titled “PROPOSAL
THREE”
We are
not aware of any other proposals to be brought before the Annual Meeting.
However, in the event HTD nominates additional directors or brings additional
matters before the Annual Meeting we may nominate additional persons for
directorships or take such action as may be appropriate to address any action of
the Board not publicly disclosed by the Fund prior to the date of this proxy
statement. Should other proposals be brought before the Annual Meeting by the
Fund or other parties, the persons named as proxies in the enclosed WHITE proxy card will vote on
such matters in their discretion.
9
VOTING AND PROXY
PROCEDURES
Only
shareholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Holders of the Common and Preferred
Shares are entitled to one vote per share on all business of the Annual Meeting
including any adjournment or postponement thereof, other than the election of
Trustees, as to which only holders of the Common Shares are entitled to
vote. Shareholders who sell their Shares before the Record Date (or
acquire them without voting rights after the Record Date) may not vote such
Shares. Shareholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, Western believes that the only outstanding classes of securities of
HTD entitled to vote at the Annual Meeting are the Common and Preferred
Shares.
Shareholders,
including those who expect to attend the Annual Meeting, are urged to vote their
Shares today by following the instructions for voting detailed on the enclosed
WHITE proxy
card.
Authorized
proxies will be voted at the Annual Meeting as marked and, in the absence of
specific instructions, will be voted FOR the election of Western’s Nominees and
in the discretion of the person named as proxy on all other matters as may
properly come before the Annual Meeting.
We are
asking you to vote FOR the election of Western’s Nominees. The
enclosed WHITE proxy
card may only be voted for our Nominees and does not confer voting power with
respect to the Fund’s nominees. Shareholders should refer to the
Fund’s proxy statement for the names, backgrounds, qualifications and other
information concerning the Fund’s nominees. The participants in this
solicitation intend to vote all of their Shares for the election of Western’s
Nominees and will not vote their Shares in favor of any of HTD’s trustee
nominees.
QUORUM; VOTES REQUIRED FOR APPROVAL;
ABSTENTIONS
|
Proposal
|
Vote Required
(provided a quorum exists)*
|
|
One
— Election of Trustees
|
For
the Common Share class, a plurality of all votes cast. A
“plurality” means that the two nominees up for election by the Shares
receiving the greatest number of votes of the Shares will be elected as
trustees, regardless of the number of votes cast.
Common
Shares vote separately on this
proposal.
|
10
|
Two
— Elimination of Financial Services Concentration Policy
|
67%
or more of HTD’s Common and Preferred Shares (voting
together).
|
|
Three
— Revision of Utilities Concentration Policy
|
67%
or more of HTD’s Common and Preferred Shares (voting
together).
|
* In
order for a “quorum” to exist, a majority of the Shares outstanding and entitled
to vote must be present at the meeting, either in person or by proxy, determined
in accordance with the table below.
For
Proposals Two and Three (which are non-routine proposals), brokers that are
member organizations of the New York Stock Exchange may vote Preferred
Shares for which they have not received instructions in proportion to the shares
for which they have received instructions. Proportionate voting of Preferred
Shares may occur on a non-routine proposal only if: (i) at least 30% of the
Preferred Shares of the fund outstanding and entitled to vote have been voted;
(ii) less than 10% of such Preferred Shares voted against the proposal; (iii)
the shareholders of the Common Shares of the fund have approved the proposal
(except with respect to plurality votes); and (iv) a majority of the Independent
Trustees have approved the proposal.
The following table summarizes how the quorum and voting requirements are
determined and is based on information contained in HTD’s proxy
statement.
|
Shares
|
Quorum
|
Voting
|
|
In General
|
All
shares “present” in person or by
proxy are counted in determining
whether a quorum exists.
|
Shares
present in person will be voted in person by the shareholder
at the meeting. Shares present by proxy will be voted by
the proxyholder in accordance with instructions specified in the
proxy.
|
|
Broker
Non-Vote
|
Considered
“present” at meeting.
|
Not
voted. Same effect as a vote “against” a
proposal.
|
11
|
Proxy with No
Voting Instruction (other
than Broker
Non-Vote)
|
Considered
“present” for determining
whether a quorum exists.
|
Will
be voted “for” the proposal by the proxyholder.
|
|
Vote to
Abstain
|
Considered
“present” for determining
whether a quorum exists.
|
Same
effect as a vote “against” a proposal.
|
|
Proportionately
Voted Preferred Shares
with No Voting
Instruction
|
Considered
“present” for determining
whether a quorum exists.
|
Voted
in proportion to preferred shares for which the broker received
instructions.
|
If a
quorum is not present, the persons named as proxies may vote their proxies to
adjourn the meeting to a later date. If a quorum is present, but there are
insufficient votes to approve any proposal, the persons named as proxies may
propose one or more adjournments of the meeting to permit further solicitation.
Shareholder action may be taken on one or more proposals prior to such
adjournment. Proxies instructing a vote for a proposal will be voted in favor of
an adjournment with respect to that proposal and proxies instructing a vote
against a proposal will be voted against an adjournment with respect to that
proposal.
REVOCATION OF
PROXIES
Shareholders
of HTD may revoke their proxies at any time prior to exercise by attending the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy), by delivering a
later-dated proxy by Internet, by telephone or by mail, or by delivering a
written notice of revocation. The delivery of a later-dated proxy
which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to Western in care of
Innisfree M&A Incorporated at the address set forth on the back cover of
this proxy statement or to John Hancock Tax-Advantaged Dividend Income Fund at
601 Congress Street, Boston, Massachusetts 02210 or any other address provided
by HTD. Although a revocation is effective if delivered to HTD,
Western requests that either the original or photostatic copies of all
revocations be mailed to Western in care of Innisfree M&A Incorporated at
the address set forth on the back cover of this proxy statement so that Western
will be aware of all revocations and can more accurately determine if and when
proxies have been received from the holders of record on the Record Date of a
majority of the outstanding Shares. Additionally, Innisfree M&A
Incorporated may use this information to contact shareholders who have revoked
their proxies in order to solicit later-dated proxies for the election of the
Nominees and approval of other proposals described herein.
IF YOU WISH TO VOTE FOR THE ELECTION
OF THE NOMINEES TO THE BOARD, OR FOR THE OTHER PROPOSALS DESCRIBED IN THIS PROXY
STATEMENT, PLEASE VOTE YOUR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED IN THE
ENCLOSED WHITE PROXY CARD, OR BY SIGNING, DATING AND RETURNING PROMPTLY THE
ENCLOSED WHITE PROXY CARD, IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
12
SOLICITATION OF
PROXIES
The
solicitation of proxies pursuant to this proxy statement is being made by
Western. Proxies may be solicited by mail, facsimile, telephone,
Internet, in person and by advertisements.
Western
has entered into an agreement with Innisfree M&A Incorporated for
solicitation and advisory services in connection with this solicitation, for
which Innisfree M&A Incorporated will receive a fee not to exceed $75,000,
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Innisfree M&A
Incorporated will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. Western has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all solicitation materials to the beneficial owners of the Shares they
hold of record. Western will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated that
Innisfree M&A Incorporated will employ approximately 50 persons to solicit
HTD’s shareholders for the Annual Meeting.
The
entire expense of soliciting proxies is being borne by Western, subject to
certain limitations, pursuant to the terms of the Joint Filing and Solicitation
Agreement described below. WIHP, WIAP, WITRL and WITRP have
separately agreed to reimburse Western on a pro rata basis for these
expenses. Because Western believes that HTD’s shareholders will
benefit from the solicitation (defined below), Western intends to seek
reimbursement from HTD, to the fullest extent permitted by law, of all expenses
it incurs in connection with the solicitation. If necessary, Western
will ask HTD to submit an application in this regard to, and obtain an order or
a no-action letter from, the Securities and Exchange
Commission. Western does not intend to submit the question of such
reimbursement to a vote of security holders of HTD unless otherwise required by
law. Costs of this solicitation of proxies are currently estimated to
be approximately $150,000. Western estimates that through the date
hereof, its expenses in connection with this solicitation are approximately
$50,000.
OTHER PARTICIPANT
INFORMATION
Each
member of the Group is a participant in this solicitation. Arthur D.
Lipson is the managing member of Western, a Delaware limited liability
company. Western is the managing member of WIAP, a Delaware limited
liability company, investment manager of WITRL a Cayman Islands corporation, and
the general partner of each of WIHP, a Delaware limited partnership, and WITRP,
a Delaware limited partnership, respectively. Mr. Lipson and
Professor Wood are each nominees for trustees of HTD. The principal
business address of Mr. Lipson, Western, WIHP, WIAP, WITRP and WITRL and is c/o
Western Investment LLC, 7050 South Union Park Center, Suite 590, Midvale, Utah
84047. The principal business address of Professor Wood is c/o
Fogelman College of Business & Economics, The University of Memphis,
Memphis, TN 38152. Each of Western and Mr. Lipson is deemed to have
sole voting and dispositive power over the Shares reported as beneficially owned
by WIHP, WIAP, WITRP and WITRL by virtue of their respective positions described
above.
The
principal business of Western is acting as the managing member of WIAP,
investment manager of WITRL and the general partner of each of WIHP and WITRP,
respectively. The principal occupation of Mr. Lipson is acting as the
managing member of Western. The principal business of WIHP, WIAP,
WITRL and WITRP is acquiring, holding and disposing of investments in various
companies. The principal occupation of Professor Wood is serving as a
Distinguished Professor of Finance at The University of Memphis.
For
information regarding purchases and sales of securities of HTD during the past
two years by members of the Group and affiliates of Western that no longer own
any Shares, see Schedule I to this proxy
statement. The members of the Group purchased their Shares in margin
accounts, where they are held together with other publicly traded
securities. Each of WIHP, WIAP and WITRL is a party to certain equity
swap arrangements relating to the Fund. For information regarding
these swap arrangements see Schedule I to this proxy
statement.
13
As of the
Record Date, WIHP, WIAP and WITRP beneficially owned 598,900, 763,100 and
608,100 Common Shares, respectively, constituting approximately 1.4%, 1.8% and
1.4%, respectively, of the votes entitled to be cast at the Annual
Meeting. Western directly owned approximately 1,045 Common Shares,
constituting less than 1% of the votes entitled to be cast at the Annual
Meeting. As the managing member of WIAP and the general partner of
each of WIHP and WITRP, Western may be deemed to beneficially own the 1,970,100
Common Shares owned in the aggregate by WIHP, WIAP and WITRP, constituting
approximately 4.7% of the Common Shares outstanding, in addition to the
approximately 1,045 Common Shares it holds directly. As the managing
member of Western, Mr. Lipson may be deemed to beneficially own the
approximately 1,971,145 Common Shares beneficially owned by Western as of the
Record Date.
Professor
Wood does not directly own any Shares. As a member of a “group” for
the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, Professor Wood is deemed to beneficially own the approximately
1,971,145 Common Shares beneficially owned in the aggregate by the other
participants in this solicitation. Professor Wood disclaims
beneficial ownership of such Common Shares.
Except as
set forth in this Proxy Statement, (i) during the past 10 years, no participant
in this solicitation has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no participant in this
solicitation directly or indirectly beneficially owns any securities of HTD;
(iii) no participant in this solicitation owns any securities of HTD which are
owned of record but not beneficially; (iv) no participant in this solicitation
has purchased or sold any securities of HTD during the past two years; (v) no
part of the purchase price or market value of the securities of HTD owned by any
participant in this solicitation is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities; (vi) no
participant in this solicitation is, or within the past year was, a party to any
contract, arrangements or understandings with any person with respect to any
securities of HTD, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of HTD; (viii) no participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of HTD; (ix) no participant in this solicitation has any material
pending legal proceedings, other than ordinary routine litigation incidental to
HTD’s business, to which any participant in this solicitation is a party adverse
to HTD or any of its affiliated persons, or in which any participant in this
solicitation has a material interest adverse to HTD or any of its affiliated
persons; and (ix) no participant in this solicitation or any of his or its
associates has any arrangement or understanding with any person with respect to
any future employment by HTD or its affiliates, or with respect to any future
transactions to which HTD or any of its affiliates will or may be a
party.
Except as
set forth in this Proxy Statement there are no arrangements or understandings
between Western and the Nominees or any other participant in this
solicitation.
A
representative of Western intends to appear in person or by proxy at the Annual
Meeting to nominate the persons specified in this Notice for election to the
Board.
14
SHAREHOLDER
PROPOSALS
Shareholder
proposals, including nominees for Trustee, intended to be presented at HTD’s
annual meeting in 2009 must be received by the Fund at its offices at 601
Congress Street, Boston, Massachusetts, 02210, after September 14, 2008, but no
later than October 14, 2008 for inclusion in the Fund’s proxy statement and form
of proxy relating to that meeting (subject to certain exceptions).
OTHER MATTERS AND ADDITIONAL
INFORMATION
Western
is unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which Western is not aware of
a reasonable time before this solicitation, be brought before the Annual
Meeting, the person named as a proxy on the enclosed WHITE proxy card will vote on
such matters in their discretion.
Western
has omitted from this proxy statement certain disclosure required by applicable
law that is already included in HTD’s proxy statement. This
disclosure includes, among other things, biographical information on HTD’s
trustees and executive officers and information on committees of the
Board. Shareholders should refer to HTD’s proxy statement in order to
review this disclosure.
According
to HTD’s proxy statement, the Fund’s investment adviser is John Hancock
Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02110. An
affiliate of John Hancock Advisers, LLC, MFC Global Investment Management (U.S.)
LLC, 101 Huntington Ave., Boston, Massachusetts 02199, serves as subadviser to
the Fund.
See
Schedule II of this proxy statement for information regarding persons who
beneficially own more than 5% of the Shares and the ownership of the Shares by
the trustees of HTD.
The
information concerning HTD contained in this proxy statement and the Schedules
attached hereto has been taken from, or is based upon, publicly available
information.
WESTERN INVESTMENT
LLC
February 19, 2008
15
SCHEDULE
I
PURCHASES AND SALES IN THE COMMON
STOCK OF HTD
DURING THE PAST TWO
YEARS
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
Western Investment Hedged
Partners, L.P.
|
|
Sell
|
100
|
01/31/06
|
17.5144
|
|
|
Sell
|
1,700
|
02/03/06
|
17.2845
|
|
|
Sell
|
1,100
|
02/07/06
|
17.3244
|
|
|
Sell
|
1,500
|
03/06/06
|
17.6301
|
|
|
Sell
|
1,000
|
03/07/06
|
17.5195
|
|
|
Sell
|
2,700
|
03/09/06
|
17.3580
|
|
|
Sell
|
5,500
|
03/10/06
|
17.3423
|
|
|
Sell
|
5,000
|
03/13/06
|
17.3580
|
|
|
Sell
|
3,100
|
03/21/06
|
17.5312
|
|
|
Buy
|
3,600
|
04/18/06
|
16.6453
|
|
|
Buy
|
1,100
|
04/27/06
|
16.7608
|
|
|
Sell
|
8,000
|
08/23/06
|
18.5996
|
|
|
Sell
|
3,900
|
08/25/06
|
18.5999
|
|
|
Sell
|
3,600
|
08/29/06
|
18.6089
|
|
|
Sell
|
17,000
|
08/30/06
|
18.6766
|
|
|
Sell
|
6,600
|
08/31/06
|
18.6882
|
|
|
Sell
|
3,900
|
09/01/06
|
18.7158
|
|
|
Sell
|
4,200
|
09/05/06
|
18.6635
|
|
|
Sell
|
1,600
|
09/06/06
|
18.6132
|
|
|
Sell
|
2,500
|
09/07/06
|
18.4396
|
|
|
Sell
|
2,900
|
09/08/06
|
18.3417
|
|
|
Sell
|
7,700
|
09/11/06
|
18.3366
|
|
|
Sell
|
8,900
|
09/12/06
|
18.3249
|
|
|
Sell
|
1,700
|
09/13/06
|
18.3556
|
|
|
Sell
|
6,800
|
09/14/06
|
18.5428
|
|
|
Sell
|
7,000
|
09/15/06
|
18.5470
|
|
|
Sell
|
12,000
|
09/19/06
|
18.5367
|
|
|
Sell
|
3,900
|
09/20/06
|
18.5686
|
|
|
Sell
|
2,700
|
09/20/06
|
18.5674
|
|
|
Sell
|
9,900
|
09/22/06
|
18.5422
|
|
|
Buy
|
1,100
|
08/09/07
|
18.2716
|
|
|
Buy
|
2,800
|
08/16/07
|
16.9647
|
|
|
Buy
|
3,300
|
08/20/07
|
18.2634
|
|
|
Buy
|
18,300
|
08/21/07
|
18.4208
|
|
|
Buy
|
1,300
|
08/22/07
|
18.6402
|
|
|
Buy
|
3,700
|
08/23/07
|
18.7482
|
|
|
Buy
|
2,600
|
08/30/07
|
18.4559
|
|
|
Buy
|
3,700
|
08/31/07
|
18.6652
|
|
|
Buy
|
4,600
|
09/04/07
|
18.8430
|
I-1
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
Buy
|
2,300
|
09/05/07
|
18.5068
|
|
|
Buy
|
3,600
|
09/06/07
|
18.5984
|
|
|
Buy
|
6,000
|
09/07/07
|
18.4134
|
|
|
Buy
|
9,600
|
09/10/07
|
18.4786
|
|
|
Buy
|
9,100
|
09/12/07
|
18.5609
|
|
|
Buy
|
5,900
|
09/13/07
|
18.6892
|
|
|
Buy
|
9,900
|
09/14/07
|
18.6422
|
|
|
Buy
|
2,000
|
09/17/07
|
18.5385
|
|
|
Buy
|
13,000
|
09/18/07
|
18.7476
|
|
|
Buy
|
18,500
|
09/19/07
|
19.3216
|
|
|
Buy
|
8,500
|
09/20/07
|
19.1602
|
|
|
Sell
|
121,300
|
09/20/07
|
19.0896
|
|
|
Buy
|
121,300
|
10/17/07
|
18.9400
|
|
|
Buy
|
4,800
|
10/19/07
|
18.6842
|
|
|
Buy
|
21,200
|
10/22/07
|
18.3969
|
|
|
Buy
|
9,200
|
10/23/07
|
18.5161
|
|
|
Buy
|
23,600
|
10/24/07
|
18.3745
|
|
|
Buy
|
12,600
|
10/25/07
|
18.6193
|
|
|
Buy
|
48,000
|
11/01/07
|
18.8962
|
|
|
Sell
|
3,000
|
11/01/07
|
18.9382
|
|
|
Sell
|
2,700
|
11/02/07
|
18.7794
|
|
|
Buy
|
13,400
|
11/05/07
|
18.6805
|
|
|
Buy
|
12,700
|
11/07/07
|
18.2600
|
|
|
Buy
|
69,100
|
11/06/07
|
18.5897
|
|
|
Buy
|
69,200
|
11/09/07
|
18.0258
|
|
|
Buy
|
117,600
|
11/12/07
|
17.9109
|
|
|
Buy
|
37,600
|
11/13/07
|
18.0285
|
|
|
Buy
|
18,900
|
11/29/07
|
17.9891
|
|
|
Buy
|
12,600
|
11/30/07
|
18.2009
|
|
|
Sell
|
3,000
|
12/03/07
|
18.6458
|
|
|
Buy
|
4,400
|
12/06/07
|
18.8770
|
|
|
Buy
|
1,900
|
12/10/07
|
19.0025
|
|
|
Buy
|
1,000
|
12/12/07
|
18.3925
|
|
|
Western Investment Activism
Partners LLC
|
|||
|
Buy
|
5,100
|
07/25/06
|
17.8139
|
|
|
Buy
|
1,200
|
07/26/06
|
17.9433
|
|
|
Buy
|
2,300
|
07/27/06
|
18.0193
|
|
|
Buy
|
12,600
|
07/28/06
|
18.1270
|
|
|
Buy
|
16,000
|
08/02/06
|
18.3066
|
|
|
Buy
|
10,200
|
08/03/06
|
18.2113
|
|
|
Buy
|
100
|
08/04/06
|
18.5650
|
|
|
Buy
|
1,500
|
08/07/06
|
18.2050
|
|
|
Buy
|
400
|
08/08/06
|
18.3550
|
I-2
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
Buy
|
3,000
|
08/10/06
|
18.2523
|
|
|
Sell
|
100
|
08/10/06
|
18.3044
|
|
|
Buy
|
4,200
|
08/11/06
|
18.2034
|
|
|
Buy
|
8,000
|
08/14/06
|
18.2461
|
|
|
Buy
|
7,700
|
08/15/06
|
18.2786
|
|
|
Buy
|
2,100
|
09/18/06
|
18.5598
|
|
|
Sell
|
57,100
|
09/18/06
|
18.5683
|
|
|
Sell
|
17,200
|
09/22/06
|
18.5426
|
|
|
Buy
|
1,100
|
07/25/07
|
18.9116
|
|
|
Buy
|
14,400
|
08/06/07
|
18.1722
|
|
|
Buy
|
1,400
|
08/22/07
|
18.6396
|
|
|
Buy
|
30,400
|
09/07/07
|
18.4120
|
|
|
Buy
|
9,600
|
09/10/07
|
18.4786
|
|
|
Buy
|
9,100
|
09/12/07
|
18.5609
|
|
|
Buy
|
6,000
|
09/13/07
|
18.6892
|
|
|
Buy
|
9,900
|
09/14/07
|
18.6422
|
|
|
Buy
|
2,000
|
09/17/07
|
18.5385
|
|
|
Buy
|
13,000
|
09/18/07
|
18.7476
|
|
|
Buy
|
18,600
|
09/19/07
|
19.3216
|
|
|
Buy
|
8,500
|
09/20/07
|
19.1602
|
|
|
Buy
|
10,300
|
09/21/07
|
19.2307
|
|
|
Sell
|
5,200
|
09/21/07
|
19.1789
|
|
|
Sell
|
14,000
|
09/24/07
|
19.1361
|
|
|
Sell
|
17,900
|
09/25/07
|
18.9280
|
|
|
Sell
|
9,300
|
09/26/07
|
18.9378
|
|
|
Sell
|
58,600
|
09/27/07
|
18.9946
|
|
|
Sell
|
27,000
|
09/28/07
|
18.9483
|
|
|
Buy
|
3,000
|
10/17/07
|
18.8205
|
|
|
Buy
|
24,400
|
10/18/07
|
18.8367
|
|
|
Buy
|
4,800
|
10/19/07
|
18.6842
|
|
|
Buy
|
21,200
|
10/22/07
|
18.3969
|
|
|
Buy
|
9,100
|
10/23/07
|
18.5161
|
|
|
Buy
|
23,500
|
10/24/07
|
18.3745
|
|
|
Buy
|
46,500
|
10/26/07
|
18.9836
|
|
|
Buy
|
41,000
|
10/29/07
|
19.1030
|
|
|
Buy
|
66,700
|
10/31/07
|
19.1747
|
|
|
Buy
|
150,000
|
10/31/07
|
19.2418
|
|
|
Buy
|
35,000
|
11/19/07
|
17.7784
|
|
|
Buy
|
49,400
|
11/20/07
|
17.7142
|
|
|
Buy
|
38,100
|
11/21/07
|
17.6165
|
|
|
Buy
|
4,900
|
11/23/07
|
17.7760
|
|
|
Buy
|
9,300
|
11/26/07
|
17.7978
|
|
|
Buy
|
7,600
|
11/27/07
|
17.6168
|
|
|
Buy
|
99,500
|
11/28/07
|
18.0427
|
|
|
Buy
|
18,900
|
11/29/07
|
17.9891
|
|
|
Buy
|
12,600
|
11/30/07
|
18.2009
|
|
|
Sell
|
2,900
|
12/03/07
|
18.6458
|
I-3
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
Buy
|
10,900
|
12/05/07
|
18.6624
|
|
|
Buy
|
4,400
|
12/06/07
|
18.8770
|
|
|
Buy
|
12,800
|
12/13/07
|
17.8350
|
|
|
Buy
|
9,900
|
01/09/08
|
17.5530
|
|
|
Buy
|
17,800
|
01/10/08
|
17.7143
|
|
|
Buy
|
30,200
|
01/14/08
|
17.7650
|
|
|
Buy
|
10,300
|
01/16/08
|
17.5304
|
|
|
Buy
|
1,900
|
01/22/08
|
16.4925
|
|
|
Western Investment
Institutional Partners LLC
|
||||
|
Buy
|
800
|
11/22/05
|
16.8285
|
|
|
Buy
|
5,000
|
11/23/05
|
16.7445
|
|
|
Buy
|
1,000
|
12/13/05
|
16.6785
|
|
|
Sell
|
1,000
|
02/02/06
|
17.3550
|
|
|
Sell
|
1,700
|
02/03/06
|
17.2845
|
|
|
Sell
|
1,500
|
03/06/06
|
17.6301
|
|
|
Sell
|
2,700
|
03/09/06
|
17.3580
|
|
|
Sell
|
5,500
|
03/10/06
|
17.3423
|
|
|
Sell
|
5,000
|
03/13/06
|
17.3580
|
|
|
Sell
|
3,000
|
03/21/06
|
17.5311
|
|
|
Buy
|
1,000
|
04/27/06
|
16.7617
|
|
|
Sell
|
8,000
|
08/23/06
|
18.5996
|
|
|
Sell
|
200
|
08/24/06
|
18.4744
|
|
|
Sell
|
4,000
|
08/25/06
|
18.5999
|
|
|
Sell
|
3,500
|
08/29/06
|
18.6088
|
|
|
Sell
|
1,500
|
08/30/06
|
18.6739
|
|
|
Sell
|
16,500
|
08/30/06
|
18.6766
|
|
|
Sell
|
2,800
|
08/31/06
|
18.7045
|
|
|
Sell
|
4,000
|
09/01/06
|
18.7171
|
|
|
Sell
|
4,300
|
09/05/06
|
18.6648
|
|
|
Sell
|
1,600
|
09/06/06
|
18.6132
|
|
|
Sell
|
2,600
|
09/07/06
|
18.4398
|
|
|
Sell
|
2,900
|
09/08/06
|
18.3434
|
|
|
Sell
|
7,800
|
09/11/06
|
18.3373
|
|
|
Sell
|
8,900
|
09/12/06
|
18.3255
|
|
|
Sell
|
2,000
|
09/13/06
|
18.3589
|
|
|
Sell
|
6,900
|
09/14/06
|
18.5435
|
|
|
Sell
|
7,000
|
09/15/06
|
18.5477
|
|
|
Sell
|
13,100
|
09/19/06
|
18.5371
|
|
|
Sell
|
1,000
|
09/20/06
|
18.5611
|
|
|
Sell
|
5,600
|
09/20/06
|
18.5702
|
|
|
Sell
|
2,300
|
09/21/06
|
18.5480
|
|
|
Sell
|
1,700
|
09/22/06
|
18.5373
|
|
|
Sell
|
9,700
|
09/22/06
|
18.5427
|
|
I-4
|
Transaction
|
Quantity
|
Date
|
Price
($)
|
|
Western Investment Total Return
Partners, L.P.
|
||||
|
Buy
|
45,100
|
10/30/07
|
19.0037
|
|
|
Buy
|
15,300
|
12/14/07
|
17.7893
|
|
|
Buy
|
17,900
|
12/17/07
|
17.5867
|
|
|
Buy
|
23,000
|
12/18/07
|
17.5058
|
|
|
Buy
|
63,000
|
12/19/07
|
17.5959
|
|
|
Buy
|
59,300
|
12/20/07
|
17.3266
|
|
|
Buy
|
64,700
|
12/21/07
|
17.5745
|
|
|
Buy
|
57,400
|
12/24/07
|
17.8766
|
|
|
Buy
|
85,100
|
12/26/07
|
17.8658
|
|
|
Buy
|
30,500
|
12/27/07
|
17.7250
|
|
|
Buy
|
50,000
|
12/27/07
|
17.7500
|
|
|
Buy
|
52,300
|
12/28/07
|
17.6599
|
|
|
Buy
|
33,200
|
01/07/08
|
17.6246
|
|
|
Buy
|
11,300
|
01/08/08
|
17.8314
|
|
|
Western Investment
LLC
|
||||
|
Buy
|
1,000
|
10/01/07
|
19.0085
|
|
|
Western Investment
Total Return Fund Ltd.
None
|
|||
|
Arthur D.
Lipson
None
|
|||
|
Robert A.
Wood
None
|
THERE
WERE NO TRANSACTIONS IN THE PREFERRED SHARES OF HTD BY ANY MEMBERS OF THE GROUP
IN THE LAST TWO YEARS
I-5
Agreements Relating to
Securities of the Trust
As of the
Record Date, each of WIHP, WIAP and WITRL was a party to certain equity swap
arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”)
as the counterparty. Pursuant to these Swap Arrangements, each of
WIHP, WIAP and WITRL is obligated to pay to the Bank the equity notional amount
on a total of 147,433, 374,927 and 92,000 Common Shares, respectively, subject
to the Swap Arrangements (the "Reference Shares") as of the beginning of the
valuation period (which resets monthly), plus interest. At the
termination of the Swap Arrangements, the Bank is obligated to pay to each of
WIHP, WIAP and WITRL the market value of their respective interest in the
Reference Shares as of the end of the valuation period. Any dividends
received by the Bank on the Reference Shares during the term of the Swap
Arrangements will be paid to WIHP, WIAP and WITRL. All balances will
be cash settled and there will be no transfer to WIHP, WIAP or WITRL of voting
or dispositive power over the Reference Shares. The Swap Arrangements
expire on May 5, 2008. Western and the other participants in this
solicitation disclaim beneficial ownership of the Reference Shares, except to
the extent of their pecuniary interest therein. The Reference Shares
are not included as part of the totals, with respect to the Common Shares,
disclosed herein by the participants to this solicitation.
I-6
SCHEDULE
II
The
following table is derived from the Fund’s proxy statement filed with
the
Securities
and Exchange Commission on February 11, 2008
SECURITY OWNERSHIP OF HTD1
The table
below provides a dollar range indicating each Trustee’s ownership of equity
securities of the fund as well as aggregate holdings of shares of equity
securities of all John Hancock Funds overseen by the Trustee, as of December 31,
2007. According to the Fund’s proxy statement, there are no
beneficial owners of greater than 5% of the Fund’s outstanding
Shares.
|
Name of
Trustee
|
Number of Common
Shares owned of
HTD
|
Dollar
Range
of Equity
Securities in
HTD
|
Aggregate Dollar Range of
Equity Securities in All
John Hancock
Funds
Overseen by
Trustee
|
|
James
F. Carlin
|
50
|
$1
- $10,000
|
Over
$100,000
|
|
William
H. Cunningham
|
--
|
--
|
Over
$100,000
|
|
Charles
L. Ladner
|
270
|
$1
- $10,000
|
Over
$100,000
|
|
John
A. Moore
|
2,000
|
$10,001
- $50,000
|
Over
$100,000
|
|
Patti
McGill Peterson
|
86
|
$1
- $10,000
|
Over
$100,000
|
|
Steven
R. Pruchansky
|
--
|
--
|
Over
$100,000
|
|
James
R. Boyle
|
--
|
--
|
Over
$100,000
|
|
|
1The amounts reflect the aggregate
dollar range of equity securities beneficially owned by the trustees in
the Fund and in all John Hancock funds overseen by each trustee. For each
trustee, the amounts reflected include share equivalents of certain John
Hancock funds in which the trustee is deemed to be invested pursuant to
the Deferred Compensation Plan for Independent Trustees, as more fully
described in the Fund’s proxy statement under the section titled
“Remuneration of Trustees and Officers.” The information as to beneficial
ownership is based on statements furnished to HTD by the trustees. Each of
the trustees has all voting and investment powers with respect to the
shares indicated. None of the trustees beneficially owned individually,
and the trustees and executive officers of the fund as a group did not
beneficially own, in excess of one percent of the outstanding shares of
the Fund.
|
II-1
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give Western your proxy FOR the election of
Western’s Nominees by voting your Shares by signing and dating the enclosed
WHITE proxy card, and
returning it in the postage-paid envelope provided.
If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the WHITE proxy card representing
your Shares. In addition, if you hold your shares in a brokerage or
bank account, your broker or bank may allow you to provide your voting
instructions by telephone or Internet. Please consult the materials
you receive from your broker or bank prior to authorizing a proxy by telephone
or Internet. Western urges you to confirm in writing your
instructions to Western in care of Innisfree M&A Incorporated at the address
provided below so that Western will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
If you have any questions or need
assistance voting your Shares, please call:
Innisfree M&A
Incorporated
501 Madison Avenue, 20th
Floor
New York, NY
10022
Shareholders Call Toll-Free at: (877)
456-3510
Banks and Brokers Call Collect at:
(212) 750-5833
II-2
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR VOTING INSTRUCTIONS
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
WHITE
PROXY
PREFERRED STOCK
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND
INCOME FUND
ANNUAL MEETING OF
SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
WESTERN INVESTMENT LLC
THE BOARD OF TRUSTEES OF JOHN HANCOCK
TAX-ADVANTAGED DIVIDEND INCOME FUND
IS NOT SOLICITING THIS
PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all shares of preferred stock of John
Hancock Tax-Advantaged Dividend Income Fund (the “Fund”) which the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders of the Fund scheduled to be held 601 Congress Street, Boston,
Massachusetts 02210, on Monday March 31, 2008 at 10:00 a.m., Eastern Time, and
including at any adjournments or postponements thereof and at any meeting called
in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of preferred stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF NO DIRECTION IS INDICATED WITH
RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL ABSTAIN FROM VOTING FOR
PROPOSAL 2 AND PROPOSAL 3.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of John Hancock Tax-Advantaged Dividend
Income Fund
preferred
stock for the upcoming Annual Meeting of shareholders.
PLEASE
REVIEW THE PROXY STATEMENT AND VOTE TODAY:
Please
sign, date and return the WHITE proxy card in the
envelope provided, and mail to: Western Investment LLC, c/o Innisfree M&A
Incorporated, FDR Station, P.O. Box 5155, New York, NY
10150-5155.
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
WHITE PROXY CARD
PREFERRED STOCK
|
1.
|
Proposal No.
2:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
To
eliminate the Fund’s concentration policy with respect to securities
issued by financial services companies.
|
[ ]
|
[ ]
|
[ ]
|
|
2.
|
Proposal No.
3:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
To
modify the Fund’s concentration policy with respect to investing in the
utilities sector by permitting the Fund to invest in foreign as well as
U.S. corporations.
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with
respect to one or more matters in the discretion of the proxy
holder.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
DATE: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES,
ETC. SHOULD INDICATE THE CAPACITY IN
WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON
THIS PROXY.
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR VOTING INSTRUCTIONS
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
WHITE
PROXY
COMMON STOCK
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND
INCOME FUND
ANNUAL MEETING OF
SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
WESTERN INVESTMENT LLC
THE BOARD OF TRUSTEES OF JOHN HANCOCK
TAX-ADVANTAGED DIVIDEND INCOME FUND
IS NOT SOLICITING THIS
PROXY
The
undersigned appoints Arthur D. Lipson as the undersigned’s attorney and agent
with full power of substitution to vote all shares of common stock of John
Hancock Tax-Advantaged Dividend Income Fund (the “Fund”) which the undersigned
would be entitled to vote if personally present at the annual meeting of
shareholders of the Fund scheduled to be held 601 Congress Street, Boston,
Massachusetts 02210, on Monday March 31, 2008 at 10:00 a.m., Eastern Time, and
including at any adjournments or postponements thereof and at any meeting called
in lieu thereof (the “Annual Meeting”).
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote
or act with respect to the shares of common stock of the Fund held by the
undersigned, and hereby ratifies and confirms all actions the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of such attorneys and proxies and
their substitutes with respect to any other matters as may properly come before
the Annual Meeting. Mark each vote with an X in the box.
IF NO DIRECTION IS INDICATED WITH
RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE WESTERN NOMINEES IN PROPOSAL 1 AND WILL ABSTAIN FROM VOTING FOR
PROPOSAL 2 AND PROPOSAL 3.
This
Proxy will be valid until the sooner of one year from the date indicated on the
reverse side and the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
(CONTINUED
AND TO BE SIGNED ON REVERSE SIDE)
JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of John Hancock Tax-Advantaged Dividend
Income Fund
common
stock for the upcoming Annual Meeting of shareholders.
PLEASE
REVIEW THE PROXY STATEMENT AND VOTE TODAY:
Please
sign, date and return the WHITE proxy card in the
envelope provided, and mail to: Western Investment LLC, c/o Innisfree M&A
Incorporated, FDR Station, P.O. Box 5155, New York, NY
10150-5155.
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
WHITE PROXY CARD
COMMON STOCK
WESTERN INVESTMENT LLC, (“WESTERN”)
RECOMMENDS A VOTE FOR PROPOSAL NO.
1
|
1.
|
Proposal No. 1:
Western’s proposal to elect its slate of trustee nominees, each to hold
office until the 2011 annual meeting of the Fund’s shareholders and until
their successors are elected and
qualify.
|
|
Nominees:
(01)
Arthur D. Lipson
(02)
Robert A. Wood
|
FOR ALL
NOMINEES
[ ]
|
WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES
[ ]
|
FOR ALL EXCEPT NOMINEE(S)
WRITTEN BELOW
____________________________
_____________________________
|
|
2.
|
Proposal No.
2:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
To
eliminate the Fund’s concentration policy with respect to securities
issued by financial services companies.
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
Proposal No.
3:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
To
modify the Fund’s concentration policy with respect to investing in the
utilities sector by permitting the Fund to invest in foreign as well as
U.S. corporations.
|
[ ]
|
[ ]
|
[ ]
|
|
4.
|
To
vote and otherwise represent the undersigned on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof, including voting on adjournment of the Annual Meeting with
respect to one or more matters in the discretion of the proxy
holder.
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
[ ]
|
[ ]
|
[ ]
|
DATE: ____________________________
____________________________________
(Signature)
____________________________________
(Signature,
if held jointly)
____________________________________
(Title)
WHEN
SHARES ARE HELD JOINTLY, JOINT OWNERS
SHOULD EACH
SIGN. EXECUTORS, ADMINISTRATORS,
TRUSTEES,
ETC. SHOULD INDICATE THE CAPACITY IN
WHICH
SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON
THIS PROXY.