dfan14a06290017_03182008.htm
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
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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
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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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of Filing Fee (Check the appropriate box):
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Western
Investment LLC (“Western”), together with the other participants named herein,
is filing materials contained in this Schedule 14A with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation of proxies
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”). Western has filed a proxy statement
with the SEC regading the Annual Meeting.
Item 1:
On March 18, 2008, Western delivered the following letter to shareholders of the
Fund:
WESTERN
INVESTMENT LLC
Dear
Fellow Shareholder:
We are
seeking your support to elect two highly qualified and experienced nominees to
the Board of Trustees of the John Hancock Tax-Advantaged Dividend Income Fund
(the “Fund”). We believe that the Fund’s upcoming Annual Meeting of
Shareholders on March 31 is a crucial one for all
shareholders. Management of the Fund is doing its best to evade what
we believe are the true issues in this election, and all of their letters and
phone calls, which the shareholders of the Fund are paying for, are aimed at
reelecting Trustees who have repeatedly failed to serve your best
interests.
WE
ARE GRATIFIED THAT GLASS, LEWIS & CO., ONE OF THE NATION’S LEADING
INDEPENDENT PROXY VOTING ADVISORS, HAS RECOMMENDED THAT SHAREHOLDERS OF THE JOHN
HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND VOTE ON THE WHITE WESTERN INVESTMENT
PROXY FOR THE ELECTION OF ARTHUR D. LIPSON TO THE HTD BOARD OF TRUSTEES AT THE
FUND’S MARCH 31, 2008 ANNUAL MEETING.
The
Board’s job is to oversee the management of the Fund and to protect the assets
you, the shareholders, have entrusted them with. We are all paying
them to see that all investors in the Fund are properly served and that the
Fund’s assets are invested solely for the benefit of the
shareholders. We do not think they are doing their job, and as the
largest investor in the Fund – as of the record date we held almost 2 million
shares – we are doing something about it, but we need your help. We
believe that our efforts have already produced results, but there is more work
yet to do.
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Management
has claimed that our interest in the Fund is speculative, short-term, and
somehow threatens the long-term success of the Fund. You should know that
we have been investors in the Fund since shortly after its inception, and
with almost 2 million shares, are currently its single largest
shareholder.
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In
our opinion, the real threat to the long-term success of the Fund is a
boardroom packed with Trustees who receive a six-figure fee income from
their service on the boards of other funds in the John Hancock fund
family. OUR
NOMINEES ARE COMPLETELY INDEPENDENT OF JOHN HANCOCK AND ARE WILLING TO DO
WHAT IT TAKES TO SEE THAT SHAREHOLDERS’ INTERESTS ARE HELD PARAMOUNT ON
THE FUND’S BOARD.
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The
problem of the Fund’s consistent and prolonged trading at a significant
discount to its net asset value (NAV) is a problem for every Fund
investor, and it has not been adequately addressed by the
Board. Any shareholder may at
some time need or want to sell some or all of their
shares. When that time comes for you, will you have to accept a
double-digit discount on the value of the assets behind your shares? We believe it is
the Trustees’ fiduciary duty to see that the market fairly values those
assets. ASSURING
SHAREHOLDERS OF A FAIR PRICE FOR THEIR INVESTED ASSETS WHEN THEY NEED THEM
SHOULD BE ONE OF THE BOARD’S PRIMARY
AIMS.
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It
apparently is not. The Fund has trailed
the closed end fund universe in this critical regard for
years! That is why we have proposed independent Board
candidates, with no allegiance to the Fund’s manager, John Hancock Advisers,
LLC, or other John Hancock funds to hinder their decision-making. We believe
that the substantial fees the Fund’s Trustees receive for service on the boards
of the other John Hancock funds make them vulnerable to the Fund’s manager using
its influence to maximize management fees rather than to increase value for
shareholders. Many of the solutions to the discount problem are unpalatable to
John Hancock Advisors because they necessarily involve decreasing the “assets
under management” and materially reducing the fees
they receive for management services. Management’s own projections
show that the increase in expenses shareholders might have to bear in a
downsized fund are miniscule—a 25% reduction in assets under management would
increase shareholder expenses by just two hundredths of a percent. We
believe that shareholders both need and deserve independent trustees in the
boardroom to ensure that action is taken to have the market fairly value their
investment—whether the Fund’s manager likes it or not.
There are
a number of easily deployed strategies for eliminating the bulk of the
discounting of the Fund’s assets without, as management has claimed, harming the
Fund’s ongoing performance. The managed distribution policy, put in
place shortly after we announced our intentions, is a step in the right
direction. More is needed though. A publicly announced
program of disciplined open market share repurchases funded through the sale of
Fund assets, set to go into effect whenever the discount reaches an
unacceptable, pre-defined level and limited to a certain percentage of the
trading volume, we believe would serve to benefit both holders wishing to sell,
by limiting the discount, and holders remaining in the Fund by increasing the
NAV. Furthermore, the proceeds from the sale of assets freed up by
this program could be used to repurchase the Fund’s preferred shares to provide
some sorely needed liquidity to preferred shareholders and cut the Fund’s
interest expense. A
recent New York Times article highlighting our strategy is enclosed for your
review. In
fact, the New York Times states that “It certainly would be a happy ending to
this mess if closed-end funds were forced to redeem the notes by selling
holdings as [Western] suggests.”
With the
Fund’s shares trading at double-digit discounts for most of its history, it
should not be terribly complicated to find an acceptable set of solutions that
benefits all shareholders. We suggested a share buyback
offer—misleadingly characterized by management as our only suggestion—as an
illustration, not a platform. What is required is the will, and an
unconflicted voice for shareholders in the boardroom. To that end, we
are seeking TWO seats on a seven member board. We are not seeking
control of the Fund, but do believe that engaged, attentive and independent
shareholder representation NOW is essential.
Remember,
management benefits by increased management fees. Shareholders
benefit by elimination of the discount to NAV and improved stock
performance. Our interests are aligned with yours.
We are
asking you to vote the WHITE proxy at the March 31st Annual
Meeting not to advance our own interests, but rather to see that the interests
of all Fund shareholders are represented in the boardroom and protected from the
Fund’s managers that, in this basic regard, have failed shareholders up to
now.
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Respectfully,
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/s/
Arthur
D. Lipson |
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Arthur
D. Lipson
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March
18, 2008
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Western
Investment LLC
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IMPORTANT!
TIME
IS SHORT. VOTE YOUR WHITE PROXY TODAY
USING
THE PHONE OR INTERNET:
IF
YOU HAVE ALREADY RETURNED A GOLD PROXY TO THE FUND’S MANAGEMENT, 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
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