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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange Act
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statement number, or the Form or Schedule and the date of its filing. |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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John Hancock Tax-Advantaged Dividend Income Fund
601 Congress Street
Boston, MA 02210-2805 |
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![(JOHN HANCOCK LOGO)](b69299a1jh_tfiy.gif) |
Dear Fellow Shareholders:
You have an important decision to make. Your Board urges you to re-elect the two experienced
Trustees of your Fund, James F. Carlin and William H. Cunningham, at your Funds March 31, 2008
Annual Meeting by voting the enclosed GOLD proxy card. Even if you already sent in a different
proxy card, you can still support your Board by voting the GOLD proxy card today.
Your current Board is working for your interests and it is being noticed.
Institutional Shareholder Services Inc., an independent prominent adviser to sophisticated
institutional investors on proxy voting matters, unequivocally recommends that shareholders vote as
your Board of Trustees has recommended FOR Mr. Carlin and FOR Mr. Cunningham. According to ISS:
the incumbent board has taken steps to reduce the NAV discount.
Lets Set the Record Straight. Western Investment LLCs mailings fail to
state important facts and make baseless and untruthful assertions. Consider the following:
Six of the seven current Trustees, including Messrs. Carlin and Cunningham, are independent. They
were elected by you the Funds shareholders! They certainly were not handpicked by the
management company as Western would have you believe. Further, the Board Chairman has always been
an independent Trustee.
Western has made 182 trades 110 buys and 72 sells in shares of the Fund since January 2006.
We Trustees dont see how the dissidents, who truly have been handpicked by Westerns hedge funds,
can reconcile their loyalty to these active traders with the fiduciary duties that they would owe
to all HTD shareholders if elected.
Western is seeking election of two Trustees to further Westerns short-term interests, not the
interests of shareholders who seek tax-advantaged dividend income over the long term. Western
wants your Board to authorize a self-tender offer for 25% 30% of your Funds shares at 95% of its
net asset value. This action will artificially increase the share trading price for a brief time
long enough for Western to reap a very sizable short-term profit. Westerns own materials
reveal that Western purchased more than 99% of its record date Fund shares just since October 17,
2007.
Your Board believes that such a tender may jeopardize the Funds ability to sustain its current
attractive, tax-advantaged distribution rate. In addition, there is currently no evidence that
one-time tender offers are successful over the long-term in closing a funds discount. As the
table below illustrates, almost all of the funds discounts either widened or were minimally
impacted following the tender.
Closed-end Funds with one time Tender Offer Activity 2003 through 2007*
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3 Mo. Avg. |
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Discount |
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3 Mo. Avg. |
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Tender |
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Tender |
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Before |
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Discount Post |
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Discount |
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Announce |
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Expiration |
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Announce |
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Expiration |
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Change |
Name of Fund |
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Ticker |
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Date |
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Date |
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(%) |
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(%) |
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(%) |
MFS Government Markets Income Trust
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MGF
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10/04/07
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11/14/07
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(6.22 |
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(7.65 |
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1.43 |
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Putnam Premier Income Trust
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PPT
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02/15/07
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07/12/07
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(10.89 |
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(11.86 |
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0.97 |
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Putnam Municipal Opportunities Trust
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PMO
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02/15/07
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07/12/07
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(9.72 |
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(9.79 |
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0.07 |
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Putnam Municipal Bond Fund
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PMG
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02/15/07
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07/11/07
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(9.44 |
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(9.70 |
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0.26 |
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Putnam Master Intermediate Income Trust
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PIM
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02/15/07
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07/11/07
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(9.78 |
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(10.72 |
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0.94 |
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Putnam Managed Municipal Income Trust
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PMM
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02/15/07
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07/10/07
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(7.65 |
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(7.59 |
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(0.06 |
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Putnam High Income Securities Fund
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PCF
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02/15/07
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07/10/07
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(7.91 |
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(10.57 |
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2.66 |
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Putnam High Yield Municipal Trust
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PYM
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02/15/07
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07/09/07
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(8.60 |
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(8.21 |
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(0.39 |
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Putnam Investment Grade Municipal Trust
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PGM
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02/15/07
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07/09/07
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(8.90 |
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(9.41 |
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0.51 |
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European Equity Fund
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EEA
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10/27/05
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12/12/05
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(9.35 |
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(10.76 |
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1.41 |
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Delaware Investments Global Dividend & Income Fund |
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DGF
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05/20/05
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06/30/05
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(7.89 |
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(1.17 |
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(6.72 |
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Neuberger Berman Real Estate Income
Fund (Denali Fund)
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DNY
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09/23/04
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10/29/04
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(10.64 |
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(12.83 |
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2.19 |
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Alliance World Dollar Government Fund II |
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AWF |
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09/15/03 |
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11/14/03
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(6.78 |
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(3.57 |
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(3.21 |
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Templeton Dragon Fund
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TDF
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04/24/03
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05/22/03
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(10.51 |
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(7.48 |
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(3.03 |
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Source: UBS Investment Bank
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* |
Bold represents the funds where the tender offer had little or no material impact on the
funds discount, or actually saw a widening of the discount following the offering period. Of the
14 one-time tender offers that occurred between 2003 and 2007, 11 of the funds showed no
improvement of their discount following the tender. |
Western has not offered any novel ideas to narrow the discount that your Board has not already
considered and, where deemed appropriate in the interests of all shareholders, implemented.
Western claims that its dissident nominees would bring a focus to full value through a managed
distribution policy or share repurchases. Your Board has already taken substantial steps toward
these ends. Your Board:
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Approved, in 2006, applying to the SEC for permission to distribute long-term gains more
often than regulations currently allow. When granted, this authority should allow the
regular distribution rate to be enhanced even further. |
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Approved an open-market share repurchase program to provide an added measure of
liquidity with a balanced structure that positively impacts the Funds net asset value for
all shareholders. |
Western asserts that improvement in the discount is a result of their purchases and public filings.
The public record shows that the discount decreased after your Board announced a level
distribution plan and share repurchase program on December 4, 2007. The discount decreased from
12.83% to 6.63% as of January 25, 2008 before Westerns first public filings.
Your current Board, including Mr. Carlin and Mr. Cunningham, has taken actions that benefit all HTD
shareholders. Your Board:
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Approved a level distribution plan and a substantial increase in the regular
distribution rate in 2007. Your Funds annual distribution rate of nearly 9% (based on the
Funds February 29, 2008 market value) is the third highest in its UBS tax-advantaged peer
group. |
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Approved applying to the SEC for permission to distribute long-term gains more often
than regulations currently allow. |
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Approved an open-market share repurchase program. |
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Approved strategy changes to allow the manager additional flexibility to further enhance
yield, including the two changes being presented for your approval in the current proxy. |
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Approved management and other contracts that have resulted in your Funds expense ratio
being well below the average of its UBS tax-advantaged peer group. |
Tell the Dissidents No Thanks. Send a clear message to Westerns hedge funds that you
do not want to empower their chosen candidates to further their own short-term trading strategies
at the expense of long-term shareholders.
Your vote matters. We need your help to protect your investment. Please act
today by returning the GOLD proxy card. If you hold your shares in street name, you can also
vote by telephone at 1-800-454-8683 or internet at www.proxyvote.com (please consult the
GOLD proxy card and the materials that you have received from your broker or bank for further
information).
Your Fund has filed a proxy statement with the Securities and Exchange Commission regarding the
matters to be acted upon at the 2008 Annual Meeting. Shareholders are urged to carefully review
the proxy statement and your Funds other proxy materials because they contain important
information. This letter may be deemed to be solicitation material with respect to the proxy
statement. Investors may obtain a free copy of the proxy statement and other proxy materials at
the Securities and Exchange Commissions web site at www.sec.gov. Investors may also obtain free
copies of the proxy statement and other documents filed by your Fund in connection with the Annual
Meeting by directing a request to:
The Altman Group
1200 Wall Street West
Lyndhurst, NJ 07071
(866) 745-0264
(toll free)
Yours very truly,
The Board of Trustees, John Hancock Tax-Advantaged Dividend Income Fund
The performance data and discount rates contained within this material represent past
performance and past discount rates, which does not guarantee future results. Statements in this
letter that are not historical facts are forward-looking statements as defined by United States
securities laws. You should exercise caution in interpreting and relying on forward-looking
statements because they are subject to uncertainties and other factors which are, in some cases,
beyond the funds control and could cause actual results to differ materially from those set forth
in the forward-looking statements.