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:
¨ Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material Under Rule 14a-12
|
JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
|
|
(Name
of Registrant as Specified in Its Charter)
|
|
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
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
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:
|
|
(3)
|
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):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
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.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
On
February 19, 2008, Western Investment LLC (“Western”), together with the other
participants named herein, made a definitive filing with the Securities and
Exchange Commission (the “SEC”) of a proxy statement and accompanying WHITE
proxy card to be used to solicit votes for the election of its slate of trustee
nominees at the 2008 annual meeting of shareholders (the “Annual Meeting”) of
John Hancock Tax-Advantaged Dividend Income Fund (the “Fund”).
Item 1:
On February 19, 2008, Western delivered the following letter to sharehodlers of
the Fund:
WESTERN
INVESTMENT LLC
Dear
Fellow Shareholder:
Western
Investment LLC and its affiliates (collectively, “Western” or “we”) currently
own approximately 4.7% of the outstanding shares of the John Hancock
Tax-Advantaged Dividend Income Fund (“HTD” or the “Fund”). We are
seeking your support for the election of our two nominees to the Board of
Trustees of HTD at the Fund’s upcoming annual meeting, scheduled for March 31,
2008 (the “Annual Meeting”). We believe that the election of Trustees
with a meaningful ownership interest in the Fund and with no affiliation with
any other funds in the John Hancock fund family is required for long-standing
shareholder concerns to be adequately addressed.
In our
opinion, each member of HTD’s Board owes a duty to shareholders to responsibly
oversee the management and maximize the value of shareholders’ investment in the
Fund. We believe that the incumbent Trustees who serve on the boards
of at least fifty-five
other John Hancock funds have not, and cannot, properly and effectively serve
HTD’s shareholders.
FUND
SHAREHOLDERS NEED TRUSTEES WHO ARE FOCUSED ON MAXIMIZING SHAREHOLDER VALUE AND
PERFORMANCE
YOU CAN ELECT THEM USING THE
ENCLOSED WHITE PROXY CARD
Almost
immediately after HTD’s inception in 2004, the Fund’s share price has lagged
behind its net asset value or NAV. 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. However HTD’s stock price has consistently lagged behind its
NAV by as much as 15.45%. To put this in perspective, as shown in the
chart below, of the 655 closed-end funds currently in existence, in terms of its
NAV discount HTD has been ranked in the worst 10% from February 25, 2005 through
October 26, 2007 for 99% of the weeks and in the bottom 1% for 13
weeks.
In effect
this NAV discount has been a penalty imposed on every shareholder who has
reduced or liquidated his or her investment in HTD. Each shareholder
who decides to sell HTD shares receives significantly less cash for their shares
than the actual value of the underlying securities. We believe
repurchasing HTD’s shares at the NAV discount would have reduced the amount of
the discount, and at the same time would have increased each share’s NAV and
earnings per share. 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 not to commence a stock
buyback?
Despite
this longstanding and excessive NAV discount, the Board (who collectively own
fewer than 2,500 shares of HTD) had taken no observable action prior to
Western’s involvement to correct this unnecessary and unacceptable problem and
protect your investment. The Board has done nothing about the
excessive NAV discount, but you
can. By voting the WHITE proxy card for Western’s
nominees you can put proactive, attentive and engaged shareholder representation
on the Board. You
can elect Trustees who will advocate for you and, with a mandate from
shareholders, insist that the Board take simple and direct actions, such as a
significant distribution policy or an aggressive stock buyback program, to
promptly and effectively reduce the NAV discount to acceptable
levels.
We are
not seeking control of HTD, but we do believe that a significant shareholder
voice is required on the Board. With your support our two nominees, experienced
investors with outstanding credentials, will work with their fellow Trustees to
see that these shareholder-protective measures are given serious consideration
and, if deemed advisable, prompt implementation.
Western
has a long history of increasing value for all investors. Last year
Art Lipson, the managing member of Western, was elected to the board of trustees
of Pioneer Municipal and Equity Income Trust, another closed end fund
headquartered in Boston, Massachusetts. During the course of
Western’s involvement in Pioneer, the discount to NAV for Pioneer’s shares has
dropped from a double-digit discount to its current value of approximately
6%.
The
accompanying proxy statement provides additional information about our nominees
and proposals. We urge you to read it carefully and then lend us your
support by voting your shares over the internet or by phone by following the
instructions on the enclosed WHITE proxy card or by
signing, dating and returning the WHITE proxy card in the
envelope provided.
Thank you
for your support.
Regards,
/s/ Arthur D. Lipson
Arthur D.
Lipson
Western
Investment LLC
|
IF
YOU HAVE ALREADY RETURNED A GOLD PROXY TO THE FUND’S
MANAGEMENT,
EITHER DIRECTLY OR OVER THE PHONE OR INTERNET,
YOU HAVE EVERY RIGHT
TO CHANGE YOUR VOTE.
IF
YOU HAVE ANY QUESTIONS ABOUT
HOW
TO VOTE YOUR WHITE WESTERN INVESTMENT PROXY,
PLEASE
CONTACT THE FIRM ASSISTING US IN THIS SOLICITATION:
INNISFREE
M&A INCORPORATED
TOLL-FREE
AT: (877) 456-3510
BANKS
AND BROKERS PLEASE CALL COLLECT:
212-750-5833
|
CERTAIN
INFORMATION CONCERNING WESTERN INVESTMENT LLC
On
February 19, 2008, Western, together with the other participants named herein,
made a definitive filing with the SEC of a proxy statement and accompanying
WHITE proxy card to be used to solicit votes for the election of its slate of
trustee nominees at the Annual Meeting.
WESTERN
ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT
BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE DEFINITIVE PROXY
STATEMENT IS AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY
SOLICITATION WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS'
PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE
NUMBER: (877) 456-3510.
The
Participants in the proxy solicitation are 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 (together with Western, WIHP,
WIAP, WITRL and WITRP, the “Western Group”) and Robert A. Wood (the
“Participants”).
As of
February 15, 2008, WIHP, WIAP and WITRP beneficially owned 598,900, 763,100 and
608,100 common shares of beneficial interest (the “Common Shares”) of the Fund,
respectively. Western, by virtue of it being the general partner of
WIHP and WITRP and the managing member of WIAP, may be deemed to beneficially
own the 1,970,100 Common Shares beneficially owned in the aggregate by WIHP,
WIAP and WITRP, in addition to the approximately 1,052 Common Shares it owns
directly. Arthur D. Lipson, by virtue of his position as the managing
member of Western, may be deemed to beneficially own the approximately 1,971,152
Common Shares beneficially owned by Western.
Professor
Wood does not directly own any Common 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
1,971,152 Common Shares beneficially owned in the aggregate by the Western
Group. Professor Wood disclaims beneficial ownership of such Common
Shares.