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. )
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by
the Registrant ¨
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a Party other than the Registrant x
Check
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Proxy Statement
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for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ 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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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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|
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previously. Identify the previous filing by registration statement
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PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
JANUARY 31, 2008
WESTERN
INVESTMENT LLC
[___________],
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 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 foreign corporations, as well as U.S. 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 today by telephone
or via the Internet as detailed in the enclosed WHITE proxy card, or 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 [_________],
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 the
enclosed WHITE proxy card or by following the instructions for telephone
or
internet voting detailed thereon. 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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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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Our
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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Additional
information can be found at:
www.fixmyfund.com
2
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
JANUARY 31, 2008
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 [__________],
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 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 foreign corporations, as well as U.S. 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, were the beneficial
owners 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 EITHER BY
TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED WHITE
PROXY CARD OR 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 VOTING YOUR SHARES BY TELEPHONE OR BY
INTERNET AS DESCRIBED IN THE ENCLOSED WHITE PROXY CARD OR BY
SIGNING, DATING AND RETURNING THE ENCLOSED WHITE PROXY
CARD. 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 for Internet voting detailed on the enclosed
WHITE proxy card, by calling the toll-free number
contained therein, or 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.
|
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
Additional
information can be found at:
www.fixmyfund.com
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. 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. A steep NAV discount damages
shareholders in that, should a shareholder choose to leave the Fund, they must
sell their shares at a discounted market price and leave behind a sizeable
portion of the value underlying their Shares. 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)
|
As
an HTD
shareholder, Western is extremely concerned about the Fund’s historical
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 were also forced to pay 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, 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% 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 sat idly by 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
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 inaction 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 definitive 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 of 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. 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 dividens 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 sat idle instead of instituting a repurchase of the Shares. 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 double 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 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 less
than
3,000 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 foreign corporations, as well as U.S. corporations (as required
under the Fund’s current policy).
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, we intend to bring before the Annual Meeting such business as may
be
appropriate, including without limitation nominating additional persons for
directorships, or making any proposals as may be appropriate to address any
action of the Board not publicly disclosed prior to the date of this proxy
statement. Should other proposals 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.
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 Internet voting detailed on
the
enclosed WHITE proxy card, by calling the toll-free number
contained therein, or 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.
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.
|
Disregarded.
Because abstentions are not votes “cast,” abstentions
will have no effect on whether a proposal is approved.
|
|
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
$[_______], 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 [__] 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 $[_______]. Western estimates that through the date
hereof, its expenses in connection with this solicitation are approximately
$[_________].
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
14
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.
SHAREHOLDER
PROPOSALS
Shareholder
proposals, including nominees for trustee, intended to be presented at the
Fund’s annual meeting in 2009 must be received by the Fund at its offices at 601
Congress Street, Boston, Massachusetts, 02210, after _____________, 2008, but
no
later than _____________, 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, the dollar range of shares owned by trustees
of
the Fund 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
[__________],
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 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 is 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 [________]
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 telephone or Internet as described
in the enclosed WHITE proxy card or 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
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
JANUARY [__], 2008
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
▼
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 IN ONE OF THREE WAYS:
|
1.
|
Vote
by Telephone – Please call toll-free from the U.S. or Canada at
_________________, on a touch-tone
telephone. If outside the U.S. or Canada, call
________________. Please follow the simple
recorded instructions. You will be required to provide the
unique control number shown below.
|
|
|
OR
|
|
2.
|
Vote
by Internet – Please
access________________, and
follow the simple instructions. Please note you must type an
“s” after http. You will be required to provide the unique
control number shown below.
|
|
CONTROL
NUMBER:
|
 |
|
You
may vote by telephone or Internet 24 hours a day, 7 days a
week.
Your
telephone or Internet vote authorizes the named proxies to vote
your
shares in the same manner
as
if you had marked, signed and returned a proxy card.
|
|
|
OR
|
|
3.
|
Vote
by Mail – If you do not wish to vote by telephone or over the
Internet, 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.
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
JANUARY [__], 2008
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR THREE EASY WAYS TO VOTE.
▼
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 IN ONE OF THREE WAYS:
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1.
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Vote
by Telephone – Please call toll-free from the U.S. or Canada at
___________, on a touch-tone
telephone. If outside the U.S. or Canada, call
_______________. Please follow the simple
recorded instructions. You will be required to provide the
unique control number shown below.
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OR
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2.
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Vote
by Internet – Please access
____________________, and follow
the simple instructions. Please note you must type an “s” after
http. You will be required to provide the unique control number
shown below.
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CONTROL
NUMBER:
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You
may vote by telephone or Internet 24 hours a day, 7 days a
week.
Your
telephone or Internet vote authorizes the named proxies to
vote your
shares in the same manner
as
if you had marked, signed and returned a proxy card.
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OR
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3.
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Vote
by Mail – If you do not wish to vote by telephone or over the
Internet, 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.
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▼
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
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1.
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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.
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Nominees:
(01)
Arthur D. Lipson
(02)
Robert A. Wood
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FOR
ALL NOMINEES
[ ]
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WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
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FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
____________________________
_____________________________
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2.
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Proposal
No. 2:
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FOR
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AGAINST
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ABSTAIN
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To
eliminate the Fund’s concentration policy with respect to securities
issued by financial services companies.
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[ ]
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[ ]
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[ ]
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3.
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Proposal
No. 3:
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FOR
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AGAINST
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ABSTAIN
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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.
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[ ]
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[ ]
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[ ]
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4.
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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.
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FOR
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AGAINST
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ABSTAIN
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[ ]
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[ ]
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[ ]
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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.