PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
APRIL 8, 2009
WESTERN
INVESTMENT LLC
__________,
2009
Dear
Fellow Stockholder:
IMPORTANT:
PLEASE READ THESE MATERIALS
Western
Investment LLC (“Western”), together with our fellow participants in this
solicitation, is a significant stockholder of Neuberger Berman Dividend
Advantage Fund Inc. (“NDD” or the “Fund”), owning approximately 9.9% of the
Fund. We write to you regarding the annual meeting of stockholders of
the Fund called by the Fund’s Board of Directors (the “Board”) scheduled to be
held on May 13, 2009 to approve a new management agreement between the Fund and
a newly formed successor entity to the Fund’s current investment manager,
Neuberger Berman Management LLC. Western believes that the current
Board has failed to act in your best interests. Western also believes
the Fund’s execution of a new management agreement is not in the best interest
of stockholders. Western is therefore seeking your support at the
annual meeting for the following purposes:
|
1.
|
To
vote against the new management agreement between the Fund and a newly
formed successor entity to the Fund’s current investment manager,
Neuberger Berman Management LLC (“New NB
Management”);
|
|
2.
|
To
vote against a new sub-advisory agreement, with respect to the Fund,
between New NB Management and Neuberger Berman, LLC, the Fund’s investment
advisor; and
|
|
3.
|
To
elect Western’s slate of five (5) Class I director nominees entitled to be
elected by the stockholders of the Fund to the Board, each to hold office
until the 2012 annual meeting of the Fund’s stockholders and until their
successors are elected and
qualified.
|
NDD
IS ASKING STOCKHOLDERS TO APPROVE MANAGEMENT AGREEMENTS THAT PROVIDE SIGNIFICANT
ECONOMIC BENEFITS TO NEUBERGER BERMAN. WE BELIEVE NEUBERGER BERMAN
HAS FAILED NDD STOCKHOLDERS. JOIN US IN TELLING THIS BOARD WE WILL
NOT REWARD NEUBERGER BERMAN FOR POOR PERFORMANCE, POOR MANAGEMENT AND POOR
DECISIONS.
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 signing,
dating and returning today the enclosed
GOLD
proxy card in the postage
paid envelope provided. The attached proxy statement and
GOLD
proxy card are first
being furnished to the stockholders on or about _________, 2009.
If
you have already sent a proxy card furnished by NDD’s management to the Fund,
you have every right to revoke it and change your vote by signing, dating and
returning today the enclosed GOLD proxy card in the postage paid envelope
provided. Only your latest dated proxy card counts!
If you
have any questions or require assistance voting your shares, please contact
Innisfree M&A Incorporated, who is assisting us, at their address and
toll-free number listed on the following page.
Thank
you for your support,
|
|
|
Arthur
D. Lipson
|
Western
Investment LLC
|
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
Stockholders
Call Toll-Free at: (877) 687-18__
Banks
and Brokers Call Collect at: (212) 750-5833
You
may also contact Western Investment LLC via email at
info@fixmyfund.com
|
PLEASE BE
ADVISED:
●
We
believe Neuberger Berman’s management of the Fund’s performance has been
abysmal (p. __)
●
Neuberger
Berman has a history of failing to administer
closed-end
funds properly (p. __)
●
Neuberger Berman has a long history of failing to address the fund’s
excessive NAV discount (p. __)
|
ANNUAL
MEETING OF STOCKHOLDERS
OF
NEUBERGER
BERMAN DIVIDEND ADVANTAGE FUND INC.
_________________________
PROXY
STATEMENT
OF
WESTERN
INVESTMENT LLC
_________________________
Please
vote your Shares today by telephone or Internet, as described in the enclosed
GOLD proxy card, or by signing, dating and returning the GOLD proxy card in the
postage paid envelope provided.
Western
Investment LLC, a Delaware limited liability company (“Western” or “we”),
together with our fellow participants in this solicitation, is one of the
largest stockholders of Neuberger Berman Dividend Advantage Fund Inc. (“NDD” or
the “Fund”). We are writing to you in connection with the 2009 annual
meeting of stockholders of the Fund called by the Fund’s Board of Directors (the
“Board”) scheduled to be held at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, on May 13, 2009 at 2:00 p.m.
Eastern time, including any adjournments or postponements thereof and any
meeting that may be called in lieu thereof by the Fund (the “Annual
Meeting”). This proxy statement and the enclosed
GOLD
proxy card are first
being furnished to stockholders on or about _________, 2009.
This
proxy statement and the enclosed
GOLD
proxy card are being
furnished to stockholders of NDD by Western in connection with the solicitation
of proxies from the Fund’s stockholders for the following
proposals:
|
1.
|
To
vote against the new management agreement (the “New Management Agreement”)
between the Fund and a newly formed successor entity to the Fund’s current
investment manager, Neuberger Berman Management LLC (“New NB
Management”);
|
|
2.
|
To
vote against a new sub-advisory agreement (the “New Sub-Advisory
Agreement,” and together with the New Management Agreement, the “New
Agreements”), with respect to the Fund, between New NB Management and
Neuberger Berman, LLC (“NB LLC”), the Fund’s investment advisor;
and
|
|
3.
|
To
elect Western’s slate of five (5) Class I director nominees, Arthur D.
Lipson, Matthew S. Crouse, William J. Roberts, Gary G. Schlarbaum and
Robert A. Wood (collectively, the “Nominees”) entitled to be elected by
the stockholders of the Fund to the Board, each to hold office until the
2012 annual meeting of the Fund’s stockholders and until their successors
are elected and qualified.
|
Western,
Western Investment Hedged Partners L.P. (“WIHP”), Western Investment Activism
Partners LLC (“WIAP”), Western Investment Total Return Partners L.P. (“WITRP”),
Western Investment Total Return Fund Ltd. (“WITRL”), Arthur D. Lipson (“Mr.
Lipson,” and together with Western, WIHP, WIAP, WITRP and WITRL, the “Western
Entities”), Benchmark Plus Institutional Partners, L.L.C. (“BPIP”), Benchmark
Plus Partners, L.L.C. (“BPP”), Benchmark Plus Management, L.L.C. (“BPM”), Scott
Franzblau (“Mr. Franzblau”), Robert Ferguson (“Mr. Ferguson,” and together with
BPIP, BPP, BPM, and Mr. Franzblau, the “Benchmark Entities”), Matthew S. Crouse,
William J. Roberts, Gary G. Schlarbaum, Robert A. Wood and Lynn D. Schultz are
members of a group (the “Group”) formed in connection with this proxy
solicitation and are deemed participants in this proxy
solicitation.
NDD has
set the close of business on February 27, 2009 as the record date (the “Record
Date”) for determining stockholders entitled to notice of and to vote at the
Annual Meeting. The mailing address of the principal executive
offices of NDD is c/o Neuberger Berman Management LLC, 605 Third Avenue, 2nd
Floor, New York, New York 10158-0180. Stockholders of record at the
close of business on the Record Date will be entitled to vote at the Annual
Meeting.
According
to NDD, as of the Record Date there were 5,805,236 shares of Common Stock,
$0.0001 par value, (the “Common Stock”) outstanding and 110 shares of Preferred
Stock (the “Preferred Stock” and together with the Common Stock, the “Shares”)
outstanding. Holders of the Common Stock and Preferred Stock voting
together as a single class are entitled to one vote per share on all business of
the Annual Meeting including any adjournment or postponement
thereof. As of the Record Date, Western, together with all of the
participants in this solicitation, was the beneficial owner of an aggregate of
576,892 shares of Common Stock, which represents approximately 9.9% of the
Common Stock outstanding as of the Record Date. The participants in
this solicitation intend to vote such Shares AGAINST the New Agreements and FOR
the election of Western’s slate of director nominees.
THIS
SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF NDD. WESTERN IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING EXCEPT AS DISCUSSED
HEREIN. 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
GOLD
PROXY CARD WILL VOTE ON
SUCH MATTERS IN THEIR DISCRETION.
IF YOU
HAVE ALREADY GIVEN A PROXY TO NDD’S MANAGEMENT, YOU MAY REVOKE THAT PROXY AND
VOTE AGAINST THE NEW AGREEMENTS AND FOR WESTERN’S NOMINEES BY SIGNING, DATING
AND RETURNING THE ENCLOSED
GOLD
PROXY CARD TODAY. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY AUTHORIZING A LATER PROXY BY TELEPHONE OR INTERNET OR BY DELIVERING A
WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO
WESTERN, C/O INNISFREE M&A INCORPORATED, WHICH IS ASSISTING IN THIS
SOLICITATION, OR TO THE SECRETARY OF NDD (WITH A COPY TO INNISFREE M&A
INCORPORATED), OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
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 NDD’s management to NDD, you
have every right to change your vote by signing, dating and returning the
enclosed GOLD 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 GOLD
proxy card, or by signing, dating and returning today the enclosed GOLD proxy
card.
·
|
If
your Shares are registered in your own name, you may vote your Shares by
following the instructions detailed on the enclosed
GOLD
proxy card and by
signing, dating and mailing the enclosed
GOLD
proxy card to
Western, c/o Innisfree M&A Incorporated, in the enclosed postage-paid
envelope today.
|
·
|
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
GOLD
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 follow the
instructions on the enclosed
GOLD
voting
form. 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
Stockholders
Call Toll-Free at: (877) 687-_____
Banks
and Brokers Call Collect at: (212) 750-5833
You
may also contact Western Investment LLC via email at
info@fixmyfund.com
REASONS
FOR SOLICITATION
Western,
together with the other participants in this solicitation, owns in the aggregate
a total of 576,892 shares of Common Stock, representing approximately 9.9% of
the issued and outstanding Common Stock. The Fund is seeking your
permission to approve the New Management Agreement and the New Sub-Advisory
Agreement. You are also being asked to elect five (5) Class I
directors to the Board.
As
discussed in further detail in the Fund’s proxy statement, Lehman Brothers
Holdings Inc. (“Lehman Brothers”) has entered into an agreement to sell a
controlling interest in the Fund’s investment manager, NB Management, for what
we expect to be a significant benefit. Both NB Management and New NB
Management are affiliates of NB LLC. Under the agreement, Lehman
Brothers would sell substantially all of its Neuberger Berman business and the
fixed income business and certain alternative asset management businesses of
Lehman Brother’s Investment Management Division (collectively, the “Acquired
Businesses”) to a new company (“New NB LLC”), a majority of which would be
owned, directly or indirectly, by portfolio managers, NB LLC’s management team
and certain key members and senior professionals of the former Investment
Management Division (the “Proposed Acquisition”). The Acquired
Businesses include NB Management and NB LLC, the investment manager and
sub-adviser to the Fund, respectively (the Acquired Businesses, together with
New NB LLC, “Neuberger Berman”).
The
Investment Company Act of 1940, as amended (the “1940 Act”) requires an advisory
agreement to provide for automatic termination in the event of its
assignment. Accordingly, upon consummation of the Proposed
Acquisition, the Fund’s advisory agreements with NB Management and NB LLC will
terminate. Therefore, the Fund must obtain stockholder approval for
the New Management Agreement and the New Sub-Advisory Agreement. In
addition, Neuberger Berman also provides investment management services to six
other closed end funds, listed below (collectively, the “Closed-End Funds”), all
of which will require stockholder approval similar to what is being requested
here in connection with the Proposed Acquisition. These other
Closed-End Funds are:
Neuberger
Berman California Intermediate Municipal Fund Inc. (NBW)
Neuberger
Berman Income Opportunity Fund Inc. (NOX)
Neuberger
Berman Intermediate Municipal Fund Inc. (NBH)
Neuberger
Berman New York Intermediate Municipal Fund Inc. (NBO)
Neuberger
Berman High Yield Strategies Fund (NHS)
Neuberger
Berman Real Estate Securities Income Fund Inc. (NRO)
We
believe Neuberger Berman has failed stockholders in each of the other Closed-End
Funds and, accordingly, as a stockholder in those funds, we intend to solicit
proxies against the approval of new agreements involving Neuberger Berman and
the Closed-End Funds.
We
believe that the Proposed Acquisition will result in substantial economic
benefit for Neuberger Berman, and we believe that stockholders of the Fund are
entitled to receive an economic benefit as well before the Proposed Acquisition
is consummated. In addition, given what we believe to be Neuberger
Berman’s horrible record, we seriously question whether Neuberger Berman should
continue as the Fund’s manager. Given the Fund’s recent poor
performance and its substantive discount to NAV, it seems clear to us that
stockholders of the Fund are not receiving the economic benefits that they are
entitled to receive. As recently as March 2009, the Fund’s closing
price was down a stunning 75% from its issue price of $20.00 per Share,
resulting in a negative 12.52% annual return since inception through March 31,
2009. The Fund has also traded at a consistent and excessive discount
to NAV.
By
rejecting the New Management Agreement and New Sub-Advisory Agreement, you can
send a message that stockholders will not accept Neuberger Berman as the Fund’s
manager. By electing the Nominees you can ensure that the Board will
have directors who are committed to obtaining the best investment manager
available.
Neuberger
Berman has a history of failing to administer closed-end funds
properly
Stockholders
are being asked to approve the New Management Agreement and New Sub-Advisory
Agreements that contain the same terms as the Fund’s predecessor agreements (the
“Existing Agreements”), which would maintain Neuberger Berman as the Fund’s
investment manager.
Consider
some of Neuberger Berman’s failures relating to its management of NDD and its
other closed-end funds:
|
·
|
Under
Neuberger Berman’s management, NDD has had a negative 55% return over the
past year, and a negative 5.99% return since its inception, significantly
trailing the S&P 500 Index.
|
|
·
|
Neuberger
Berman neglected to inform the New York Stock Exchange that a sister fund
to NDD had declared a special dividend, resulting in problems for
stockholders including the possible failure of stockholders to receive the
special dividend. We are not aware of an investment manager
making this same mistake in the 14 years we have been investing in
closed-end funds.
|
|
·
|
It
took Neuberger Berman nearly eight months following the collapse of the
auction preferred share market to address the illiquidity of the preferred
shares of its closed-end funds. Even then, Neuberger Berman was
only able to redeem half of its outstanding auction preferred
shares.
|
|
·
|
For
years, Neuberger Berman operated, and collected fees from stockholders of,
three closed-end funds, each with similar investment
philosophies. We believed stockholders of those funds would
have been better served if the funds were consolidated. After
our attempts to convince Neuberger Berman of the benefits of consolidation
were dismissed, we had no choice but to challenge Neuberger Berman over
such waste. Of course, Neuberger Berman and members of this
Board delayed action, at stockholders’ expense, only to eventually concede
the benefits of consolidation and present a plan of merger to
stockholders. Needless to say, stockholders overwhelmingly
approved the plan of consolidation and merger of two of the
funds.
|
|
·
|
In
response to a stockholder initiated tender offer for another Neuberger
Berman closed-end fund, Neuberger Berman, and members of this Board,
reacted by instituting a poison-pill, opting into the Maryland control
share statute and filing a lawsuit against the stockholder. Two
years and millions of dollars of stockholder assets later, Neuberger
Berman settled with the stockholder and permitted the stockholders of that
closed-end fund to tender, which nearly 60% did. Interestingly,
during the course of the litigation, a federal magistrate judge found that
Neuberger Berman had actually overspent on legal fees by nearly
200%.
|
DO
YOU WANT NEUBERGER BERMAN TO BE NDD’S FUND MANAGER? In the current
difficult economic environment, Western Investment believes NDD needs a
significantly better investment manager.
Given
Neuberger Berman’s abysmal track record, we again ask whose interests is this
Board serving by approving the New Agreements, which provide Neuberger Berman
with significant economic benefits. Time and again, Neuberger Berman
has demonstrated that, when choosing between actions that could benefit
stockholders versus actions that benefit Neuberger Berman, its choice is clear –
Neuberger Berman.
To us, to
ask stockholders to approve agreements that provide Neuberger Berman with
significant economic benefits, seems especially galling. We believe
voting against the New Agreements will send a message that stockholders are
unwilling to settle for the substandard investment management Neuberger Berman
has continuously provided.
We
believe Neuberger Berman’s management of the Fund’s performance has been
abysmal
Even in
these difficult economic times, an investment in the Fund stands out for being
truly horrible. The Fund has had a negative 64% return over the past
year, and a negative 49.17% return since its inception, significantly trailing
the S&P 500 Index. Even more striking, the Fund’s issue price in
March 2004 was $20.00 per share. Its closing stock price in March 2009 was under
$5 per Share, over an incredible 75% decline since inception. As the
Fund’s Annual Report noted, “for the fiscal year ended October 31, 2008,
Neuberger Berman Dividend Advantage Fund Inc. generated a substantially negative
return on a net asset value (NAV) basis, underperforming the S&P 500 and the
FTSE NAREIT Equity REITs Index. While portfolio components performed comparably
to the relevant indices, the Fund's use of leverage caused the relative
performance shortfall.”
We
believe Neuberger Berman failed to address the Fund’s unacceptable NAV
discount
To add
insult to injury, in addition to the Fund’s horrible performance, the Fund has
consistently had a significant discount to net asset value, or
NAV. We believe the fair value of a share of common stock of a
closed-end fund should be its NAV, or a value very close. It is
important that a closed-end fund maintains a per share value at or close to NAV
because, when stockholders sell their shares at a steep discount to NAV, as well
as in the case of the Fund, most likely at a significant loss, they are forced
to leave behind a sizeable portion of the value underlying those
shares. NDD’s discount to its NAV has been in the double-digits for
all but a few brief periods since its inception.
The table
below shows the discount of NDD’s stock price to its NAV, on a quarterly basis,
since shortly after its inception in 2004:
|
|
|
June
30, 2004
|
|
(12.61)
|
September
30, 2004
|
|
(9.76)
|
December
31, 2004
|
|
(12.69)
|
March
31, 2005
|
|
(14.32)
|
June
30, 2005
|
|
(15.01)
|
September
30, 2005
|
|
(15.72)
|
December
31, 2005
|
|
(15.49)
|
March
31, 2006
|
|
(16.50)
|
June
30, 2006
|
|
(16.80)
|
September
30, 2006
|
|
(12.29)
|
December
31, 2006
|
|
(11.47)
|
March
31, 2007
|
|
(8.52)
|
June
30, 2007
|
|
(11.41)
|
September
30, 2007
|
|
(11.43)
|
December
31, 2007
|
|
(13.27)
|
March
31, 2008
|
|
(12.76)
|
June
30, 2008
|
|
(12.19)
|
September
30, 2008
|
|
(17.87)
|
December
31, 2008
|
|
(20.66)
|
March
31, 2009
|
|
(12.77)
|
In fact,
in November 2008, the discount to NAV was a shocking 39%. It is
Western’s belief that almost any stockholder who has ever sold Common Stock has
been economically harmed by the severe discount to NAV. We believe
this Board has not fulfilled its fiduciary duty to stockholders because it did
not take the steps outlined in the Fund’s original offering materials that could
make the market price of the Common Stock and the Fund’s discount to NAV
equal.
When
compared to its peers, NDD’s NAV discount is abysmal, ranking in the bottom 3%
of its peers.
In fact,
this Board’s failure to take actions to address the Fund’s NAV discount is
costing stockholders money. For example, if this Board had engaged in
weekly share repurchases of 20% of the Fund’s weekly trading volume at any time
the stock had traded at a greater than 3% discount (assuming buybacks at an
average discount of 13.48%) then the percentage increase in the Fund’s NAV would
have been over 80%.
1
This translates into a net asset
value of approximately $11.13 per Share, nearly double the Fund’s current net
asset value per Share.
We believe coordinated stock
repurchases pose no risk to the Fund and provides significant benefits to
stockholders. We have had numerous conversations with Neuberger
Berman over the past several years urging them to implement those accretive
purchases, all to no avail. We wonder, why has this Board not
executed such a simple plan?
We
believe the Board has failed to deliver on its promise to attempt to reduce the
Fund’s discount to net asset value
We find
it even more troubling that NDD has consistently traded at a significant
discount to its NAV despite the Board’s promise to consider taking action to
reduce the NAV discount if the discount were to be substantial for an extended
period of time. Given the Fund’s historical discount, it is clear to
us that this has been a broken promise. The Board may point to a
recently announced proposed 10% tender offer, as well as future possible tenders
ranging in size from 5% to 20% of outstanding Common Stock over a two-year
period. We believe this conditional tender proposal is only being
proposed as an inducement to encourage stockholders to vote to approve the New
Agreements. We believe this inducement is not adequate. We
are also concerned that the Board may change its mind. We note that
the fund has stated that “[t]he Board retains the ability consistent with its
fiduciary duty, to opt out of the Tender Offer Program should circumstances
arise in which the Board believes that the Tender Offer Program would cause a
material negative impact on its fund or fund stockholders.” If the
New Agreements are approved, what assurance do we have that even these miserly
possible 5% tenders will even occur?
As stockholders of the Fund, we have
no confidence that the New Agreements will address the severe discount to NAV at
which the Fund has historically traded.
Our
interests are aligned with yours
Western
and the other participants in this solicitation are significant investors in NDD
and we remain committed to our investment in the Fund. We are
currently one of the Fund’s largest stockholders – if our investment in NDD
prospers, so does yours. The object and intent of our solicitation is
clearly aligned with the interests of all stockholders – to create value and
improve performance and to ensure that stockholders have the best investment
manager for their investment in NDD.
1
For additional information regarding
this type of stock repurchase, please see
Schedule
I
.
Neuberger
Berman on the other hand seems oblivious to the plight of
stockholders. Not only has Neuberger Berman let the Fund’s discount
to NAV languish in double-digits, it has failed to take action to clearly
address this problem.
The
Fund’s Board, however, has found that the benefits to be received by Neuberger
Berman under the New Agreements are reasonable in comparison with the benefits
accruing to the Fund and its stockholders, despite the fact that stockholders
are held captive in a poorly performing fund by the excessive discount to
NAV. Members of the Board annually collect $150,000 or more in fees
from Neuberger Berman yet as a group own less than $10,000 in Common
Stock. We ask stockholders, does this seem like a Board that is
incentivised to act with stockholders’ best interests in mind?
We
believe that a Board who truly had the best interests of stockholders in mind
would have taken effective action, long before the Proposed
Acquisition. We also note that NDD has frequently been among the
worst of all closed-end funds in terms of discount to NAV and that the Fund has
frequently traded in the bottom 1% of all closed-end funds in terms of discount
to NAV. In fact, of the 560 publicly traded closed-end funds
currently registered with the Securities and Exchange Commission, during the
two-year period from February 25, 2007 to February 27, 2009,
NDD was in the bottom 3% by largest
average discount for such period. In this market and economic
environment, stockholders NEED a top investment manager. We do not
believe Neuberger Berman is that manager.
STOCKHOLDERS
ARE ENTITLED TO A BOARD THAT WILL ACT IN THEIR BEST INTERESTS. AS
STOCKHOLDERS WITH REAL OWNERSHIP IN NDD, OUR INTERESTS ARE ALIGNED WITH YOURS –
IF OUR INVESTMENT IN THE FUND PROSPERS, SO DOES YOURS. WE BELIEVE
THAT REJECTING THE NEW MANAGEMENT AGREEMENT SENDS AN IMPORTANT MESSAGE TO THE
FUND THAT STOCKHOLDERS ARE UNWILLING TO APPROVE NEW AGREEMENTS THAT REWARD
NEUBERGER BERMAN’S POOR PERFORMANCE.
PROPOSAL
NO. 1
APPROVAL
OF NEW MANAGEMENT AGREEMENT
As
discussed in further detail in NDD’s proxy statement, stockholders are being
asked to approve a new management agreement between the Fund and New NB
Management. A general description of the proposed New Management
Agreement and a general comparison of the proposed New Management Agreement and
the Fund’s existing management agreement are included in NDD’s proxy
statement. See the section entitled
PROPOSAL 1: (ALL FUNDS) APPROVAL OF
THE NEW MANAGEMENT AGREEMENTS
in the Fund’s proxy statement for
additional information regarding the New Management Agreement.
For the
reasons stated above, we do not believe approval of the New Management Agreement
is in the best interests of stockholders.
Voting
AGAINST the approval of the New Management Agreement sends a message to the
Board that stockholders want to Fund to implement an effective plan to
substantially reduce the Fund’s NAV discount
We are
concerned that if stockholders approve the New Management Agreement, the Fund’s
poor performance and discount to NAV will continue to persist. We
believe the Annual Meeting provides stockholders with the perfect opportunity to
send a message to the Board that they want to terminate the relationship with
Neuberger Berman. Because the Fund needs a majority of the
outstanding voting securities of the Fund to approve the New Management
Agreement, we believe the Annual Meeting presents a unique opportunity for
stockholders to take charge of their investment and deny the Fund the approval
it seeks until action is taken to ensure stockholders receive the full value of
their investment in the Fund.
SEND
A MESSAGE TO THE BOARD THAT YOU ARE DISSATISFIED WITH THEIR EFFORT TO REDUCE THE
FUND’S DISCOUNT TO NAV – VOTE AGAINST THE PROPOSAL TO APPROVE THE NEW MANAGEMENT
CONTRACT BETWEEN THE FUND AND NEW NB MANAGEMENT.
PROPOSAL
NO. 2
APPROVAL
OF NEW SUB-ADVISORY AGREEMENT
As
discussed in further detail in NDD’s proxy statement, stockholders are being
asked to approve a new sub-advisory management agreement, with respect to the
Fund, between New NB Management and NB LLC (or New NB LLC).
For the
reasons stated above, we do not believe approval of the New Sub-Advisory
Agreement is in the best interests of stockholders.
SEND
A MESSAGE TO THE BOARD THAT YOU ARE DISSATISFIED WITH NEUBERGER BERMAN’S
INVESTMENT PERFORMANCE – VOTE AGAINST THE PROPOSAL TO APPROVE THE NEW
SUB-ADVISORY CONTRACT.
PROPOSAL
NO. 3
ELECTION
OF DIRECTORS
Western
proposes to elect Arthur D. Lipson, Matthew S. Crouse, William J. Roberts, Gary
G. Schlarbaum and Robert A. Wood as nominees (together, the “Nominees”) to the
Board. The Nominees must be elected by the holders of a majority of
NDD’s outstanding Common Stock and Preferred Stock voting together as a single
class.
In
addition to rejecting approval of the New Agreements, we are seeking your
support at the Annual Meeting to elect the Nominees in opposition to NDD’s
director nominees. For the reasons stated above, we do not believe
the current Board has the ability to take the actions we feel are necessary in
order to maximize stockholder value. We believe that our Nominees
have extensive experience in private and public investment, a history of
outstanding investment records, and have outstanding credentials. If
elected, the Nominees will promptly work to maximize value by, among other
things, eliminating the discount to NAV and giving stockholders the ability to
exit the Fund at, or close to NAV.
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 66)
has
been managing private investment partnerships since 1995. He has been
the sole managing member of Western, 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 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 Bachelors of Science from the California Institute of
Technology. Mr. Lipson does not currently hold, nor has he at any
time held, any position with NDD. Mr. Lipson does not oversee any
portfolios in NDD’s Fund Complex.
Mr.
Lipson, by virtue of the relationships described in further detail below, may be
deemed an “interested person” of the Fund within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940 (the “1940 Act”). The remaining
Nominees are independent and not “interested persons” within the meaning of
Section 2(a)(19) of the 1940 Act.
Matthew S. Crouse (Age 36)
has
served as a portfolio manager at Western since February 2003. From
January 2002 to January 2003, he served as the Manager of Market Risk Control
for Duke Energy, a utility company with an affiliated real estate
operation. From June 2000 to December 2001, he served as
Manager/Director of Research for The New Power Company, a retail energy
supplier. Mr. Crouse received a Ph.D. in Electrical Engineering from
Rice University and a Masters of Business Administration from the University of
Houston. Mr. Crouse is also a CFA charterholder. Mr.
Crouse does not currently hold, nor has he at any time held, any position with
NDD. Mr. Crouse does not oversee any portfolios in NDD’s Fund
Complex.
William J. Roberts (Age 51)
has served as a Board Member of the League of Conservation Voters since 1990 and
as its Chair since 2003. From 1990 to 1996, Mr. Roberts served as the
Legislative Director of the Environmental Defense Fund (“EDF”). He
served as EDF’s Strategic Communications Director from 1996 to
1998. Mr. Roberts has also served as the President and Executive
Director of the Beldon Fund, a non-profit organization dedicated, through the
investment of its principles and earnings, to supporting nonprofit advocacy
organizations in building a national consensus to achieve and sustain a healthy
planet, since 1998. Mr. Roberts has a Bachelors and Masters degree in
Economics from Yale University and a J.D. from the University of
Chicago. Mr. Roberts does not currently hold, nor has he at any time
held, any position with NDD. Mr. Roberts does not oversee any
portfolios in NDD’s Fund Complex.
Gary G. Schlarbaum (Age 65)
has served as a portfolio manager at Global Capital Management, a registered
investment advisor, since October 2008. Prior to that, he served as
Partner and Chief Investment Officer of Schlarbaum Capital Management, a money
management firm. From January 1996 until March 2002 Mr. Schlarbaum served as a
Managing Director and Portfolio Manager at Morgan Stanley and Co. (“Morgan
Stanley”) in charge of the institutional small capitalization equity investment
management group. Mr. Schlarbaum served as a Partner and Portfolio Manager at
Miller Anderson & Sherrerd (“MAS”) from 1987 until MAS’s merger with Morgan
Stanley in 1996. Mr. Schlarbaum served as a Managing Director and Head of Asset
Allocation at First Chicago Investment Management (now Brinson Partners) from
1984 to 1987. Mr. Schlarbaum also served as a Professor of Finance, Krannert
Graduate School, Purdue University from 1969 until 1984. Mr. Schlarbaum received
a Ph.D. in applied economics from the University of Pennsylvania. Mr. Schlarbaum
does not currently hold, nor has he at any time held, any position with NDD. Mr.
Schlarbaum does not oversee any portfolios in NDD’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 Ph.D. 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 NDD. Professor Wood does
not oversee any portfolios in NDD’s Fund Complex.
ADDITIONAL
INFORMATION ABOUT THE NOMINEES
As of the
date hereof, the dollar range of shares of the Fund beneficially owned by each
Nominee is as follows:
Name of Nominee
|
|
Dollar
Range of Equity
Securities in
NDD
|
|
Aggregate
Dollar Range of Equity Securities in All Funds
to be Overseen by
Nominee
*
|
Arthur
D. Lipson**
|
|
Over
$100,000
|
|
Over
$100,000
|
Matthew
S. Crouse
|
|
--
|
|
--
|
William
J. Roberts
|
|
--
|
|
--
|
Gary
G. Schlarbaum
|
|
--
|
|
--
|
Robert
A. Wood
|
|
--
|
|
--
|
*
|
If
elected to the Board, the Nominees would not oversee any registered
investment company within the NDD fund complex other than the
Fund.
|
**
|
Mr.
Lipson, by virtue of the relationships described in further detail in the
“OTHER PARTICIPANT INFORMATION” section below, may be deemed an
“interested person” of the Fund within the meaning of Section 2(a)(19) of
the Investment Company Act of 1940, as
amended.
|
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) the Fund, (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, as amended (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 the Fund, (iii) the Fund’s investment adviser, principal underwriter
or Sponsoring Insurance Company and (iv) any person, directly or indirectly
controlling, controlled by, or under common control of the Fund’s investment
adviser, principal underwriter, or Sponsoring Insurance Company.
Since the
beginning of the Fund’s last two completed fiscal years, no officer of an
investment adviser, principal underwriter, or Sponsoring Insurance Company, of
the Fund, 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 the Fund’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) the Fund, (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 the Fund, (iv) the
Fund’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 the Fund’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.
There can
be no assurance that the election of our Nominees will improve the Fund’s
business or otherwise enhance stockholder value. Your vote to elect
the Nominees will have the legal effect of replacing the five incumbent
directors of the Fund with our Nominees.
Other
than as stated herein, the Nominees will not receive any compensation from
Western for their services as directors of the Fund, nor are there any
arrangements or understandings between Western and any of the Nominees or any
other person or persons pursuant to which the nomination described herein is to
be made, other than the consent by each of the Nominees to be named in this
proxy statement and to serve as a director of the Fund if elected as such at the
Annual Meeting. None of the Nominees is a party adverse to the Fund
or any of its subsidiaries or has a material interest adverse to the Fund or any
of its subsidiaries in any material pending legal proceedings.
Western
does not expect that the Nominees will be unable to stand for election, but, in
the event that such persons are unable to serve or for good cause will not
serve, the Shares represented by the enclosed
GOLD
proxy card will be voted
for substitute nominees. In addition, Western reserves the right to
nominate substitute persons if the Fund makes or announces any changes to its
bylaws or takes or announces any other action that has, or if consummated would
have, the effect of disqualifying the Nominees. In any such case,
Shares represented by the enclosed
GOLD
proxy card will be voted
for such substitute nominees. Western reserves the right to nominate
additional persons if the Fund increases the size of the Board above its
existing size, increases the number of directors whose terms expire at the
Annual Meeting or calls a meeting to fill any vacancies on the
Board. Additional nominations made pursuant to the preceding sentence
are without prejudice to the position of Western that any attempt to increase
the size of the current Board or to reconstitute or reconfigure the current
Board constitutes an unlawful manipulation of the Fund’s corporate
machinery.
YOU ARE URGED TO VOTE FOR THE
ELECTION OF WESTERN’S NOMINEES ON THE ENCLOSED GOLD PROXY
CARD
.
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
GOLD
proxy card will vote on
such matters in their discretion.
VOTING
AND PROXY PROCEDURES
Only
stockholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Holders of the Common Stock and Preferred
Stock voting together as a single class are entitled to one vote per share on
all business of the Annual Meeting including any adjournment or postponement
thereof. Stockholders who sell their Shares before the Record Date
(or acquire them without voting rights after the Record Date) may not vote such
Shares. Stockholders 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
NDD entitled to vote at the Annual Meeting are the Shares.
Stockholders,
including those who expect to attend the Annual Meeting, are urged to vote their
Shares today by following the instructions for voting detailed on the enclosed
GOLD
proxy
card.
Authorized
proxies will be voted at the Annual Meeting as marked and, in the absence of
specific instructions, will be voted
AGAINST
the New Agreements and
FOR
the election of
Western’s Nominees.
We are
asking you to vote
AGAINST
the New Agreements and
FOR
the election of
Western’s Nominees. The enclosed
GOLD
proxy card may only be
voted for our Nominees and does not confer voting power with respect to the
Fund’s nominees. Stockholders 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 NDD’s director
nominees.
QUORUM;
ADJOURNMENT
The
presence, in person or by proxy, of stockholders entitled to vote one-third of
the shares outstanding and entitled to vote at the Annual Meeting is required
for a quorum.
If a
quorum is not present at the Annual Meeting, the persons named as proxies may
propose one or more adjournments of such meeting to permit further solicitation
of proxies. Subject to the rules established by the Chairman of the
Annual Meeting, the holders of a majority of the Shares present in person or by
proxy may vote to adjourn, or, if no stockholder entitled to vote is present in
person or by proxy, any officer present entitled to preside or act as secretary
of the Annual Meeting may adjourn the Annual Meeting. In the former
case, the persons named as proxies will vote those proxies that they are
entitled to vote “FOR” or “AGAINST” any proposal and those proxies they are
required to “WITHHOLD” on all nominees in their discretion. If a
quorum is present at the Annual Meeting, the Chairman of the meeting may adjourn
the Annual Meeting if sufficient votes are not received or for any other
purpose. A stockholder vote may be taken on the nominations in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. The Board may also postpone
the Annual Meeting prior to the Annual Meeting with notice to stockholders
entitled to vote or to receive notice of the Annual Meeting.
VOTES
REQUIRED FOR APPROVAL
Vote required for the election of
directors.
The election of directors requires the affirmative vote of a
majority of the Fund’s outstanding Common Stock and Preferred Stock, voting
together, provided a quorum is present.
Vote required to approve the New
Management Agreement and New Sub-Advisory Agreement.
The
approval of the New Agreements requires the affirmative vote of a “majority of
the outstanding voting securities” of the Fund. Under the 1940 Act,
the vote of a “majority of the outstanding voting securities” means the
affirmative vote of the lesser of (a) 67% or more of the shares present at the
meeting or represented by proxy if the holders of 50% of the outstanding shares
are present or represented by proxy or (b) more than 50% of the outstanding
voting shares.
Except as
otherwise indicated herein, all of the outstanding shares of the Common Stock
and Preferred Stock will vote together as a single class.
ABSTENTIONS;
BROKER NON-VOTES
A broker
non-vote occurs when the broker returns a properly executed proxy for shares
held by the broker for a customer but does not vote on a matter because the
broker does not have discretionary voting authority. Abstentions and broker
non-votes, if any, will be counted as shares present for purposes of determining
whether a quorum is present but will not be voted for or against any proposal.
Abstentions and broker non-votes will have the effect of a vote against the
Proposals.
In
tallying stockholder votes, abstentions and “broker non-votes” (i.e., shares
held by brokers or nominees as to which instructions have not been received from
the beneficial owners or the persons entitled to vote and either (i) the broker
or nominee does not have discretionary voting power or (ii) the broker or
nominee returns the proxy but expressly declines to vote on a particular matter)
effectively will be a vote against the election of the Directors.
REVOCATION
OF PROXIES
Stockholders
of NDD 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
that 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 Neuberger Berman Dividend Advantage Fund Inc. at 605
Third Avenue, 2nd Floor, New York, New York 10158-0180 or any other
address provided by NDD. Although a revocation is effective if
delivered to NDD, 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 stockholders 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 AND AGAINST THE
APPROVAL OF THE NEW MANAGEMENT CONTRACTS, PLEASE VOTE YOUR SHARES BY TELEPHONE
OR INTERNET, AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING
AND RETURNING PROMPTLY THE ENCLOSED GOLD PROXY CARD, IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
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 NDD’s stockholders 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, WITRP, WITRL, BPIP and BPP
have separately agreed to reimburse Western on a pro rata basis for these
expenses. Because Western believes that NDD’s stockholders will
benefit from the Solicitation (defined below), Western intends to seek
reimbursement from NDD, to the fullest extent permitted by law, of all expenses
it incurs in connection with the Solicitation. Western does not
intend to submit the question of such reimbursement to a vote of security
holders of the Fund 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
$[________].
Important
Notice Regarding the Availability of Proxy Materials for the Annual
Meeting
This proxy statement may be viewed
online at www.fixmyfund.com,
together with any additional soliciting
materials relating to the Annual Meeting issued by Western. Such
materials, including this proxy statement, will be available to stockholders at
www.fixmyfund.com through the conclusion of the Annual Meeting.
OTHER
PARTICIPANT INFORMATION
Each
member of the Group is a participant in this solicitation. Arthur D.
Lipson is the managing member of Western. Western is the general
partner of each of WIHP, a Delaware limited partnership, and WITRP, a Delaware
limited partnership, the managing member of WIAP, a Delaware limited liability
company, and the investment manager of WITRL, a Cayman Islands
corporation. The principal business address of Mr. Lipson, Mr.
Crouse, Western, WIHP, WIAP, WITRP and WITRL is c/o Western Investment LLC, 7050
South Union Park Center, Suite 590, Midvale, Utah 84047.
WIHP,
WIAP, WITRP and WITRL beneficially own 159,071, 159,411, 64,397 and 58,113
shares of Common Stock, respectively, representing approximately 2.7%, 2.7%,
1.1%, and 1.0% respectively, of the shares of Common Stock
outstanding. As the managing member of WIAP, the general partner of
each of WIHP and WITRP and the investment manager of WITRL, Western may be
deemed to beneficially own the 440,992 shares of Common Stock owned in the
aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 7.6% of the
Shares outstanding, in addition to the 500 shares of Common Stock it holds
directly. As the managing member of Western, Mr. Lipson may be deemed
to beneficially own the 441,492 shares of Common Stock beneficially owned by
Western, constituting approximately 7.6% of the Shares
outstanding. As members of a group for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Western Entities may be deemed to beneficially own the 135,400 shares
of Common Stock owned by the other members of the Group. The Western
Entities disclaim beneficial ownership of such shares of Common
Stock.
Messrs.
Franzblau and Ferguson are managing members of BPM, a Delaware limited liability
company. BPM is the managing member of BPIP, a Delaware limited
liability company, and BPP, a Delaware limited liability company. BPP
is an investor in WIHP. Western provides recommendations from time to
time to BPIP and BPP with respect to purchases and sales of Shares of the Fund,
pursuant to an oral agreement between Western and BPIP and Western and
BPP. The principal business address of each of the Benchmark Entities
is 820 A Street, Suite 700, Tacoma, Washington 98402.
BPIP and
BPP beneficially own 125,200 and 10,100 shares of Common Stock, respectively,
constituting approximately 2.2% and less than 1%, respectively, of the shares of
Common Stock outstanding. As the managing member of each of BPIP and
BPP, BPM may be deemed to beneficially own the 135,300 shares of Common Stock
owned in the aggregate by BPIP and BPP, constituting approximately 2.3% of the
shares of Common Stock outstanding. As managing members of BPM,
Messrs. Franzblau and Ferguson may be deemed to beneficially own 135,300_ shares
of Common Stock beneficially owned by BPM, constituting approximately 2.3% of
the shares of Common Stock outstanding. As members of a group for the
purposes of Rule 13d-5(b)(1) of the Exchange Act, the Benchmark Entities may be
deemed to beneficially own the 441,592 shares of Common Stock owned by the other
members of the Group. The Benchmark Entities disclaim beneficial
ownership of such shares of Common Stock.
The
principal business address of Mr. Roberts is c/o Beldon Fund, 99 Madison Avenue,
8th Floor, New York, New York 10016. The principal business address
of Mr. Schlarbaum is One West First Avenue, Suite 100, Conshohocken,
Pennsylvania, 19428. The principal business address of Professor Wood
is c/o Fogelman College of Business & Economics, The University of Memphis,
Tennessee 38152. The principal business address of Ms. Schultz is c/o
Western Investment LLC, 7050 S. Union Park Center, Suite 590, Midvale, Utah
84047.
None of
Mr. Crouse, Mr. Roberts, Mr. Schlarbaum or Professor Wood directly owns any
shares of Common Stock. As members of a “group” for the purposes of
Rule 13d-5(b)(1) of the Exchange Act, each of Mr. Crouse, Mr. Roberts, Mr.
Schlarbaum and Professor Wood may be deemed to beneficially own the 576,892
shares of Common Stock beneficially owned in the aggregate by the other members
of the Group. Each of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum and
Professor Wood disclaims beneficial ownership of such shares of Common
Stock. None of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum or Professor
Wood has voting or dispositive control over the shares of Common Stock
beneficially owned by the other members of the Group.
On March
30, 2009, Western gifted 100 shares of Common Stock to Ms. Schultz, constituting
less than 1% of the shares of Common Stock outstanding. Other than
such shares of Common Stock, Ms. Schultz does not own any Shares of the
Fund. As a member of a “group” for the purposes of Rule 13d-5(b)(1)
of the Exchange Act, Ms. Schultz is deemed to beneficially own the 576,792
shares of Common Stock beneficially owned in the aggregate by the other members
of the Group. Ms. Schultz disclaims beneficial ownership of such
shares of Common Stock. Ms. Schultz does not have voting or
dispositive control over the shares of Common Stock beneficially owned by the
other members of the Group. The principal occupation of Ms. Schultz
is psychotherapist.
Members
of the Group may, from time to time, enter into and dispose of additional
cash-settled equity swap or other similar derivative transactions with one or
more counterparties that are based upon the value of the Shares, which
transactions may be significant in amount. The profit, loss and/or
return on such additional contracts may be wholly or partially dependent on the
market value of the Shares, the relative value of such Shares in comparison to
one or more other financial instruments, indexes or securities, a basket or
group of securities in which such shares may be included, or a combination of
any of the foregoing. Members of the Group may also, from time to
time, enter into stock loan agreements with one or more counterparties in the
ordinary course of business pursuant to which members of the Group may lend
their Shares subject to recall at their discretion.
The
principal business of Western is acting as the general partner, managing member
or investment manager, as the case may be, of WIHP, WIAP, WITRP and
WITRL. The principal occupation of Mr. Lipson is acting as managing
member of Western. The principal business of WIHP, WIAP, WITRP and
WITRL is acquiring, holding and disposing of investments in various
companies. The principal business of BPM is acting as the managing
member of BPIP and BPP. The principal business of BPIP and BPP is
acquiring, holding and disposing of investments in various
companies. The principal occupation of Scott Franzblau is acting as a
managing member of BPM. The principal occupation of Robert Ferguson
is acting as a managing member of BPM.
For
information regarding purchases and sales of securities of the Fund during the
past two years by members of the Group and affiliates of Western that no longer
own any Shares, see
Schedule II
to this
proxy statement. WIHP, WIAP, WITRP, WITRL, BPIP and BPP purchased
their Shares in margin accounts, where they are held together with other
publicly traded securities.
On
December 29, 2008, the members of the Group (other than WITRL, BPIP and Ms.
Schultz) entered into a Joint Filing and Solicitation Agreement, in which, among
other things, (a) the parties agreed to the joint filing on behalf of each of
them of statements on Schedule 13D with respect to the securities of the Fund to
the extent required by applicable law, (b) the parties agreed to solicit proxies
or written consents for the election of the Nominees, or any other person(s)
nominated by Western and Mr. Lipson, to the Board at the Fund’s 2009 annual
meeting of stockholders (the “Solicitation”), and (c) the parties agreed that
Western would have the right to pre-approve all expenses incurred in connection
with the Group’s activities and Western agreed to pay directly all such
pre-approved expenses. On January 5, 2009, BPIP became a participant
in the Solicitation. On March 2, 2009, WITRL became a participant in
the Solicitation. The Group and Ms. Schultz intend to execute a
Joinder Agreement to the Joint Filing and Solicitation Agreement whereby Ms.
Schultz will be bound by the terms of the Joint Filing and Solicitation
Agreement.
Except as
set forth in this proxy statement (including the Schedules hereto), (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 the Fund; (iii) no participant in this Solicitation owns any
securities of the Fund which are owned of record but not beneficially; (iv) no
participant in this Solicitation has purchased or sold any securities of the
Fund during the past two years; (v) no part of the purchase price or market
value of the securities of the Fund 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
the Fund, 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 the Fund; (viii) no participant in this
Solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of the Fund; (ix) no participant in this Solicitation or
any of his/her/its associates was a party to any transaction, or series of
similar transactions, since the beginning of the Fund’s last fiscal year, or is
a party to any currently proposed transaction, or series of similar
transactions, to which the Fund or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $120,000; (x) no participant in this
Solicitation or any of his/her/its associates has any arrangement or
understanding with any person with respect to any future employment by the Fund
or its affiliates, or with respect to any future transactions to which the Fund
or any of its affiliates will or may be a party; and (xi) no person, including
the participants in this Solicitation, who is a party to an arrangement or
understanding pursuant to which the Nominees are proposed to be elected has a
substantial interest, direct or indirect, by security holdings or otherwise in
any matter to be acted on at the Annual Meeting. There are no
material proceedings to which any of the participants in this Solicitation or
any of their associates is a party adverse to the Fund or any of its
subsidiaries or has a material interest adverse to the Fund or any of its
subsidiaries. With respect to each of the participants in the
Solicitation, none of the events enumerated in Item 401(f)(1)-(6) of Regulation
S-K of the Exchange Act, as amended, occurred during the past five
years.
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.
STOCKHOLDER
PROPOSALS
The
Fund’s bylaws require stockholders wishing to nominate directors or make
proposals to be voted on at the Fund’s annual meeting to provide notice of the
nominations or proposals in writing delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Fund. To be
valid, the notice must include all of the information specified in the
applicable Fund’s bylaws. Stockholder proposals meeting tests
contained in the SEC’s proxy rules may, under certain conditions, be included in
a Fund’s proxy material for a particular annual stockholder
meeting. Proposals submitted for inclusion in a Fund’s proxy material
for the 2010 annual meeting of the Fund’s stockholders must be received by the
secretary of the Fund on or before December 5, 2009. The fact that the Fund
receives a stockholder proposal in a timely manner does not ensure its inclusion
in its proxy material, since there are other requirements in the proxy rules
relating to such inclusion. Stockholders who wish to make a proposal
that would not be included in a Fund’s proxy materials or to nominate a person
or persons as a director at a Fund’s 2010 annual meeting of stockholders must
ensure that the proposal or nomination is delivered to the secretary of the Fund
no earlier than November 5, 2009 and no later than December 5, 2009. However, if
the date of the mailing of the notice for the 2010 annual meeting is advanced or
delayed by more than thirty days from the anniversary date of the mailing of
this year’s notice for the annual meeting or a special meeting of stockholders
is held, notice by the stockholders to be timely must be delivered no earlier
than 120th day prior to the date of such meeting, and no later than the later to
occur of (i) the 90th day prior to the date of such meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made by the Fund. The proposal or nomination must be in good
order and in compliance with all applicable legal requirements, including the
requirements set forth in the Fund’s bylaws. The Chairman of the meeting may
refuse to acknowledge a nomination or other proposal by a stockholder that is
not made in the manner described above.
The
information set forth above regarding the procedures for submitting stockholder
nominations and proposals for consideration at the Fund’s 2010 annual meeting of
stockholders is based on information contained in the Fund’s proxy
statement. The incorporation of this information in this proxy
statement should not be construed as an admission by us that such procedures are
legal, valid or binding.
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
GOLD
proxy card will vote on
such matters in their discretion.
Western
hereby incorporates by reference in this proxy statement certain disclosure
required by applicable law that is already included in the Fund’s proxy
statement. This disclosure includes, among other things, biographical
information on the Fund’s directors and executive officers, compensation paid to
the Fund’s directors and executive officers, the dollar range of Shares owned by
directors of the Fund, information on committees of the Board, information
concerning the Fund’s independent registered public accounting firm and
information relating to [___________]. Stockholders should refer to
the Fund’s proxy statement in order to review this disclosure.
See
Schedule III
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 directors of the
Fund.
The
information concerning the Fund contained in this proxy statement and the
Schedules attached hereto has been taken from, or is based upon, publicly
available information.
WESTERN
INVESTMENT LLC
_______,
2009
SCHEDULE
I
Impact
of Share Buy Back on Net Asset Value
Neuberger
Berman Dividend Advantage Fund Inc. (NDD)
|
|
|
|
|
|
|
|
|
|
Impact
of Share BuyBack on NAV
|
|
|
|
|
Percentage
of volume purchased
|
Number
of shares bought back
|
%
of outstanding shares bought back
|
Weighted
average buyback discount
|
%
NAV accretion
|
NAV
with buyback accretion
|
0%
|
-
|
0.00%
|
-13.48%
|
0.00%
|
$6.16
|
5%
|
1,243,386
|
21.42%
|
-13.48%
|
3.68%
|
$6.39
|
10%
|
2,486,772
|
42.84%
|
-13.48%
|
10.11%
|
$6.78
|
15%
|
3,730,158
|
64.26%
|
-13.48%
|
24.24%
|
$7.65
|
20%
|
4,973,544
|
85.67%
|
-13.48%
|
80.64%
|
$11.13
|
23%
|
5,719,576
|
98.52%
|
-13.48%
|
900.40%
|
$61.62
|
|
|
|
|
|
|
Impact
of Share BuyBack on Per-Share Return on Equity (ROE)
|
|
|
|
Percentage
of trading volume purchased
|
$
NAV Accretion
|
Gross
$ earnings increase
($
NAV Accretion x ROE)
|
Per-share
expense increase
|
Net
EPS increase after fees
|
EPS
after buyback
|
0%
|
-
|
-
|
-
|
$0.000
|
$0.493
|
5%
|
$0.23
|
$0.018
|
$0.017
|
$0.001
|
$0.494
|
10%
|
$0.62
|
$0.050
|
$0.046
|
$0.004
|
$0.497
|
15%
|
$1.49
|
$0.119
|
$0.110
|
$0.010
|
$0.502
|
20%
|
$4.97
|
$0.397
|
$0.366
|
$0.032
|
$0.525
|
23%
|
$55.46
|
$4.437
|
$4.083
|
$0.354
|
$0.847
|
|
|
|
|
|
|
Basic
assumptions
|
|
|
|
|
|
NDD
NAV (3/27/08)
|
|
$6.16
|
|
|
|
Expected
portfolio ROE
|
|
8%
|
|
|
|
Base
$/share ROE = NAV x Expected ROE
|
$0.493
|
|
|
|
This
analysis assume the company buys back a fixed percentage (5%-23%) of the
trading volume each week at the weekly discount when the weekly discount
is 3% or greater. Buying back shares at a discount results in
NAV accretion --- increased NAV per share.
The
ROE analysis assumes a 8% base ROE. Given an increased NAV per
share and a positive expected return on that NAV, the expected ROE per
share increases as well (= % NAV increase * ROE). This is
only partially offset by per-share expense increases due to allocation of
fixed costs over a smaller number of shares.
The
expense analysis and assumptions associated with share reductions are
derived from the most recent publicly available
financials.
|
SCHEDULE
II
PURCHASES
AND SALES IN THE COMMON STOCK OF NDD
DURING
THE PAST TWO YEARS
Western Investment Hedged Partners,
L.P.
Buy
|
05/21/07
|
1,200
|
|
24.7547
|
Buy
|
06/05/07
|
700
|
|
24.8968
|
Buy
|
06/22/07
|
1,100
|
|
23.0066
|
Buy
|
06/25/07
|
1,100
|
|
22.4425
|
Buy
|
06/26/07
|
100
|
|
22.4225
|
Buy
|
06/27/07
|
900
|
|
21.9064
|
Buy
|
06/28/07
|
500
|
|
22.4825
|
Sell
|
06/28/07
|
5
|
|
23.2160
|
Buy
|
08/07/07
|
100
|
|
21.1125
|
Buy
|
08/08/07
|
1,000
|
|
21.7510
|
Buy
|
08/15/07
|
1,500
|
|
20.0055
|
Buy
|
08/16/07
|
1,900
|
|
18.6541
|
Buy
|
09/18/07
|
100
|
|
22.3525
|
Buy
|
09/19/07
|
12,800
|
|
22.9926
|
Buy
|
09/20/07
|
200
|
|
22.6125
|
Buy
|
09/21/07
|
3,200
|
|
22.8000
|
Buy
|
09/24/07
|
2,600
|
|
22.8359
|
Buy
|
09/25/07
|
1,700
|
|
22.6331
|
Buy
|
09/26/07
|
2,100
|
|
22.7125
|
Buy
|
09/27/07
|
1,300
|
|
22.8317
|
Buy
|
09/28/07
|
1,100
|
|
22.8080
|
Buy
|
10/05/07
|
2,900
|
|
23.9352
|
Buy
|
10/09/07
|
3,400
|
|
24.0098
|
Buy
|
10/10/07
|
100
|
|
24.0325
|
Buy
|
10/23/07
|
500
|
|
22.5105
|
Buy
|
10/24/07
|
900
|
|
22.3783
|
Buy
|
10/25/07
|
2,500
|
|
22.5091
|
Buy
|
10/26/07
|
2,000
|
|
22.7291
|
Buy
|
01/03/08
|
3,000
|
|
17.1660
|
Buy
|
01/08/08
|
3,400
|
|
16.3106
|
Buy
|
01/09/08
|
15,200
|
|
15.7036
|
Buy
|
01/11/08
|
8,000
|
|
16.0825
|
Buy
|
01/16/08
|
400
|
|
15.5625
|
Sell
|
01/18/08
|
9,600
|
|
15.5710
|
Sell
|
01/25/08
|
870
|
|
16.6213
|
Buy
|
02/01/08
|
1,600
|
|
16.7926
|
Buy
|
02/04/08
|
900
|
|
16.7703
|
Buy
|
03/20/08
|
4,600
|
|
14.9455
|
Buy
|
03/24/08
|
1,300
|
|
15.5803
|
Buy
|
03/25/08
|
5,600
|
|
15.3663
|
Buy
|
04/01/08
|
5,900
|
|
15.6304
|
Sell
|
04/07/08
|
8,000
|
|
16.6608
|
Sell
|
04/08/08
|
2,600
|
|
16.3656
|
Sell
|
04/09/08
|
5,700
|
|
16.2387
|
Sell
|
04/21/08
|
2,100
|
|
16.9176
|
Sell
|
04/22/08
|
4,000
|
|
16.8457
|
Sell
|
04/24/08
|
2,700
|
|
17.4241
|
Sell
|
04/28/08
|
2,800
|
|
17.5620
|
Sell
|
04/29/08
|
1,200
|
|
17.4874
|
Sell
|
05/23/08
|
2,000
|
|
16.8882
|
Sell
|
05/28/08
|
700
|
|
16.9553
|
Sell
|
06/06/08
|
3,700
|
|
16.7021
|
Buy
|
06/13/08
|
500
|
|
16.1995
|
Sell
|
06/18/08
|
2,900
|
|
16.3260
|
Buy
|
06/19/08
|
400
|
|
15.9325
|
Buy
|
06/20/08
|
900
|
|
15.6720
|
Buy
|
07/08/08
|
1,200
|
|
14.0008
|
Sell
|
07/24/08
|
4,300
|
|
15.1474
|
Buy
|
07/25/08
|
1,300
|
|
14.6171
|
Buy
|
07/28/08
|
300
|
|
14.7525
|
Buy
|
07/29/08
|
3,200
|
|
14.8047
|
Buy
|
07/30/08
|
2,500
|
|
15.0753
|
Buy
|
08/08/08
|
4,600
|
|
14.9824
|
Buy
|
08/11/08
|
1,000
|
|
15.5525
|
Buy
|
08/15/08
|
700
|
|
15.2082
|
Buy
|
08/22/08
|
1,700
|
|
14.5210
|
Buy
|
09/10/08
|
3,900
|
|
14.5375
|
Buy
|
09/11/08
|
12,100
|
|
14.3864
|
Buy
|
09/12/08
|
6,900
|
|
14.5843
|
Buy
|
09/15/08
|
5,600
|
|
14.1626
|
Buy
|
09/16/08
|
1,700
|
|
13.3384
|
Buy
|
09/17/08
|
1,200
|
|
13.3263
|
Buy
|
09/25/08
|
1,000
|
|
13.8025
|
Buy
|
09/26/08
|
1,700
|
|
13.6548
|
Buy
|
10/13/08
|
600
|
|
9.0401
|
Buy
|
11/20/08
|
4,433
|
|
4.3462
|
Buy
|
11/21/08
|
4,210
|
|
3.9738
|
Buy
*
|
12/11/08
|
10,729
|
|
5.4900
|
Buy
|
12/17/08
|
30,188
|
|
6.3926
|
Buy
|
12/23/08
|
700
|
|
6.5396
|
Buy
|
12/23/08
|
2,000
|
|
6.6335
|
Buy
|
12/26/08
|
8,786
|
|
6.8125
|
Buy
|
01/20/09
|
800
|
|
6.1850
|
Western Investment Activism Partners
LLC
Buy
|
08/08/07
|
1,000
|
|
21.7510
|
Buy
|
08/15/07
|
1,500
|
|
20.0055
|
Buy
|
08/16/07
|
1,900
|
|
18.6541
|
Buy
|
09/11/07
|
1,300
|
|
21.2164
|
Buy
|
09/12/07
|
700
|
|
21.3168
|
Buy
|
09/13/07
|
3,000
|
|
21.6778
|
Buy
|
09/14/07
|
1,000
|
|
21.6705
|
Buy
|
10/01/07
|
4,000
|
|
23.1660
|
Buy
|
10/02/07
|
4,800
|
|
23.4115
|
Buy
|
10/08/07
|
5,000
|
|
23.8895
|
Buy
|
10/12/07
|
600
|
|
23.8792
|
Buy
|
10/17/07
|
300
|
|
22.9858
|
Buy
|
10/24/07
|
800
|
|
22.3797
|
Buy
|
10/25/07
|
2,500
|
|
22.5091
|
Buy
|
10/26/07
|
3,500
|
|
22.7270
|
Buy
|
10/31/07
|
3,400
|
|
23.0519
|
Buy
|
11/05/07
|
2,000
|
|
21.8435
|
Buy
|
11/06/07
|
4,300
|
|
21.8083
|
Buy
|
11/12/07
|
200
|
|
21.5275
|
Buy
|
11/13/07
|
2,700
|
|
21.8818
|
Buy
|
11/16/07
|
2,300
|
|
21.0908
|
Buy
|
11/20/07
|
1,300
|
|
20.3379
|
*
Shares
acquired in a transaction with Western Investment Institutional Partners LLC, an
affiliate of Western Investment Hedged Partners, L.P.
Buy
|
11/21/07
|
2,300
|
|
19.7429
|
Buy
|
11/28/07
|
3,100
|
|
20.3641
|
Buy
|
11/30/07
|
700
|
|
20.9696
|
Buy
|
12/05/07
|
2,100
|
|
20.8206
|
Buy
|
12/13/07
|
400
|
|
20.6975
|
Buy
|
01/03/08
|
3,900
|
|
17.1660
|
Buy
|
01/08/08
|
3,400
|
|
16.3106
|
Buy
|
01/09/08
|
15,200
|
|
15.7036
|
Buy
|
01/10/08
|
1,100
|
|
15.9225
|
Buy
|
01/16/08
|
400
|
|
15.5625
|
Sell
|
01/18/08
|
9,600
|
|
15.5710
|
Sell
|
01/25/08
|
900
|
|
16.6213
|
Buy
|
02/01/08
|
1,600
|
|
16.7926
|
Buy
|
02/05/08
|
800
|
|
16.4325
|
Buy
|
02/13/08
|
100
|
|
15.6725
|
Buy
|
02/14/08
|
6,600
|
|
15.5840
|
Buy
|
02/19/08
|
700
|
|
15.4825
|
Buy
|
03/11/08
|
200
|
|
14.4225
|
Buy
|
03/12/08
|
1,300
|
|
14.8025
|
Buy
|
03/17/08
|
1,600
|
|
14.0525
|
Buy
|
03/18/08
|
10,800
|
|
14.6152
|
Buy
|
03/19/08
|
400
|
|
14.9025
|
Buy
|
03/20/08
|
4,700
|
|
14.9455
|
Buy
|
03/24/08
|
1,300
|
|
15.5803
|
Buy
|
03/25/08
|
5,600
|
|
15.3663
|
Buy
|
04/01/08
|
6,100
|
|
15.6304
|
Sell
|
04/07/08
|
8,100
|
|
16.6608
|
Sell
|
04/08/08
|
2,700
|
|
16.3619
|
Sell
|
04/09/08
|
5,800
|
|
16.2370
|
Sell
|
04/18/08
|
2,000
|
|
17.1764
|
Sell
|
04/21/08
|
2,200
|
|
16.9131
|
Sell
|
04/22/08
|
4,300
|
|
16.8434
|
Sell
|
04/24/08
|
2,800
|
|
17.4205
|
Sell
|
04/28/08
|
2,900
|
|
17.5586
|
Sell
|
04/29/08
|
1,300
|
|
17.4797
|
Sell
|
04/30/08
|
1,500
|
|
17.1400
|
Sell
|
05/08/08
|
1,000
|
|
17.1834
|
Sell
|
05/09/08
|
3,600
|
|
17.0388
|
Buy
|
05/14/08
|
800
|
|
17.0725
|
Sell
|
05/23/08
|
2,000
|
|
16.8832
|
Sell
|
05/28/08
|
1,700
|
|
16.9494
|
Sell
|
06/06/08
|
3,800
|
|
16.7021
|
Sell
|
06/09/08
|
500
|
|
16.5294
|
Sell
|
06/11/08
|
100
|
|
16.2674
|
Buy
|
06/13/08
|
500
|
|
16.1995
|
Sell
|
06/18/08
|
2,900
|
|
16.3260
|
Buy
|
06/19/08
|
500
|
|
15.9325
|
Buy
|
06/20/08
|
1,000
|
|
15.6720
|
Buy
|
06/23/08
|
200
|
|
15.5025
|
Buy
|
06/24/08
|
1,400
|
|
15.2975
|
Buy
|
06/25/08
|
200
|
|
15.5125
|
Sell
|
07/24/08
|
5,600
|
|
15.1474
|
Buy
|
08/06/08
|
3,700
|
|
15.1638
|
Buy
|
08/08/08
|
4,500
|
|
14.9824
|
Buy
|
08/22/08
|
1,700
|
|
14.5210
|
Buy
|
09/09/08
|
600
|
|
14.8675
|
Buy
|
09/10/08
|
3,800
|
|
14.5375
|
Buy
|
09/11/08
|
12,200
|
|
14.3864
|
Buy
|
09/17/08
|
1,200
|
|
13.3263
|
Buy
|
10/10/08
|
1,100
|
|
6.5425
|
Buy
|
10/13/08
|
600
|
|
9.0401
|
Buy
*
*
|
12/11/08
|
3,600
|
|
5.4914
|
Buy
|
12/11/08
|
100
|
|
5.9325
|
Buy
**
|
12/11/08
|
6,200
|
|
5.4900
|
Buy
|
12/12/08
|
5,900
|
|
5.4154
|
Buy
|
12/16/08
|
10,000
|
|
5.9406
|
Buy
|
12/17/08
|
25,501
|
|
6.3927
|
Buy
|
12/17/08
|
9,866
|
|
6.2507
|
Buy
|
12/18/08
|
844
|
|
6.5113
|
Buy
|
12/19/08
|
5,400
|
|
6.5664
|
Buy
|
01/20/09
|
800
|
|
6.1788
|
Western Investment Institutional Partners
LLC
Buy
|
05/21/07
|
1,100
|
|
24.7464
|
Buy
|
05/23/07
|
200
|
|
24.5825
|
Buy
|
06/05/07
|
600
|
|
24.8825
|
Buy
|
06/22/07
|
1,100
|
|
22.9975
|
Buy
|
06/25/07
|
1,100
|
|
22.4425
|
Buy
|
06/27/07
|
900
|
|
21.9064
|
Buy
|
06/28/07
|
600
|
|
22.4825
|
Sell
|
07/27/07
|
200
|
|
21.8972
|
Buy
|
12/28/07
|
1,800
|
|
17.3292
|
Buy
|
01/11/08
|
8,000
|
|
16.0825
|
Sell
|
01/28/08
|
100
|
|
16.3973
|
Buy
|
02/04/08
|
900
|
|
16.7703
|
Buy
|
05/01/08
|
900
|
|
16.8525
|
Buy
|
05/15/08
|
5,500
|
|
17.1041
|
Buy
|
07/14/08
|
700
|
|
14.0096
|
Sell
|
07/24/08
|
1,900
|
|
15.1474
|
**
Shares
were acquired in a transaction with Western Investment Institutional Partners
LLC, an affiliate of Western Investment Activism Partners
LLC.
Buy
|
09/25/08
|
1,000
|
|
13.8025
|
Sell
|
10/14/08
|
2,300
|
|
10.6274
|
Buy
|
11/24/08
|
10,729
|
|
4.2322
|
Sell
#
|
12/11/08
|
10,100
|
|
5.4827
|
Sell
#
#
|
12/11/08
|
10,729
|
|
5.4900
|
Sell
#
##
|
12/11/08
|
6,200
|
|
5.4900
|
Sell
###
|
12/11/08
|
3,600
|
|
5.4827
|
Western Investment Total Return Partners
L.P.
Buy
|
03/20/08
|
4,600
|
|
14.9455
|
Buy
|
03/24/08
|
1,400
|
|
15.5803
|
Buy
|
03/25/08
|
5,600
|
|
15.3663
|
Buy
|
04/01/08
|
5,900
|
|
15.6304
|
Sell
|
04/07/08
|
8,000
|
|
16.6608
|
Sell
|
04/08/08
|
2,600
|
|
16.3656
|
Sell
|
04/09/08
|
5,700
|
|
16.2387
|
Sell
|
04/22/08
|
1,200
|
|
16.8457
|
Buy
|
09/10/08
|
3,900
|
|
14.5375
|
Buy
|
09/11/08
|
12,100
|
|
14.3864
|
Buy
|
09/12/08
|
6,800
|
|
14.5844
|
Buy
|
09/15/08
|
5,600
|
|
14.1626
|
Buy
|
09/25/08
|
1,000
|
|
13.8125
|
Buy
|
09/26/08
|
1,600
|
|
13.6552
|
Buy
|
10/13/08
|
500
|
|
9.0401
|
Buy
|
11/17/08
|
822
|
|
5.9151
|
Buy
|
12/17/08
|
30,175
|
|
6.3926
|
Sell
|
12/31/08
|
500
|
|
7.1614
|
Buy
|
02/06/09
|
2,400
|
|
6.3488
|
#
Shares were transferred in a transaction with Benchmark Plus
Partners, L.L.C., an affiliate of Western Investment Institutional Partners
LLC.
##
Shares
were transferred in a transaction with Western Investment Hedged Partners, L.P.,
an affiliate of Western Investment Institutional Partners
LLC.
###
Shares
were transferred in a transaction with Western Investment Activism Partners LLC,
an affiliate of Western Investment Institutional Partners LLC.
Western Investment Total Return Fund
Ltd.
Buy
|
02/11/09
|
600
|
|
6.1525
|
Buy
|
02/12/09
|
12,100
|
|
5.9966
|
Buy
|
02/17/09
|
3,555
|
|
5.5068
|
Buy
|
02/18/09
|
12,000
|
|
5.3929
|
Buy
|
02/19/09
|
5,926
|
|
5.3914
|
Buy
|
02/20/09
|
8,316
|
|
5.0747
|
Buy
|
02/20/09
|
1,000
|
|
5.0217
|
Buy
|
02/23/09
|
6,716
|
|
4.9700
|
Buy
|
02/24/09
|
1,500
|
|
4.7391
|
Buy
|
02/26/09
|
1,000
|
|
5.1885
|
Buy
|
02/27/09
|
2,400
|
|
4.8704
|
Buy
|
03/2/09
|
3,000
|
|
4.6238
|
Buy
|
12/08/08
|
600
|
|
5.7185
|
Transferred
as Gift
|
03/30/09
|
100
|
|
N/A
|
Benchmark Plus Partners,
L.L.C.
Buy
*
**
|
12/11/08
|
10,100
|
|
5.4910
|
Benchmark Plus Institutional Partners,
L.L.C.
Buy
|
12/30/08
|
6,600
|
|
6.9514
|
Buy
|
12/30/08
|
116,000
|
|
6.9803
|
Buy
|
12/31/08
|
2,600
|
|
7.0948
|
Benchmark
Plus Management, L.L.C.
None
Arthur
D. Lipson
None
None
***
Shares were acquired in a transaction
with Western Investment Institutional Partners LLC, an affiliate of Benchmark
Plus Partners, L.L.C.
Matthew S.
Crouse
None
William J.
Roberts
None
Gary G.
Schlarbaum
None
Robert A.
Wood
None
Lynn D.
Schultz
On March
30, 2009, Western Investment LLC gifted 100 shares of Common Stock to Ms.
Schultz.
PURCHASES
AND SALES IN THE PREFERRED STOCK OF NDD
DURING
THE PAST TWO YEARS
There
were no transactions in the Preferred Shares of NDD by any of the members of the
Group in the last two years.
SCHEDULE
III
The
following table is derived from the Fund’s definitive proxy statement filed with
the
Securities
and Exchange Commission on April 3, 2009
SECURITY
OWNERSHIP OF NDD
IMPORTANT
Tell your
Board what you think! Your vote is important. No matter
how many Shares you own, please give Western your proxy to vote AGAINST the New
Management Agreements and FOR the election of Western’s Nominees by voting your
Shares by signing and dating the enclosed
GOLD
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
GOLD
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
Stockholders
Call Toll-Free at: (877) 687-1873
Banks
and Brokers Call Collect at: (212) 750-5833
You
may also contact Western Investment LLC via email at
info@fixmyfund.com
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
APRIL 8, 2009
PLEASE
VOTE TODAY!
SEE
REVERSE SIDE FOR VOTING INSTRUCTIONS.
▼ TO VOTE BY MAIL
PLEASE DETACH PROXY CARD HERE ▼
|
NEUBERGER
BERMAN DIVIDEND ADVANTAGE FUND INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC
THE
BOARD OF DIRECTORS OF NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
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 Neuberger
Berman Dividend Advantage Fund Inc. (the “Fund”), which the undersigned would be
entitled to vote if personally present at the Annual Meeting of stockholders of
the Fund scheduled to be held at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, on May 13, 2009 at 2:00 p.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 AGAINST THE APPROVAL OF THE MANAGEMENT CONTRACTS IN PROPOSAL
NOS. 1 AND 2 AND FOR THE ELECTION OF WESTERN’S NOMINEES IN PROPOSAL NO.
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)
NEUBERGER
BERMAN DIVIDEND ADVANTAGE FUND INC.
SOLICITATION
OF PROXIES BY WESTERN INVESTMENT LLC
YOUR
VOTE IS IMPORTANT
Please
take a moment now to vote your shares of Neuberger Berman Dividend Advantage
Fund Inc.
common
stock for the upcoming Annual Meeting of Stockholders.
PLEASE
REVIEW THE PROXY STATEMENT AND VOTE
TODAY
▼ TO VOTE
BY MAIL PLEASE DETACH PROXY CARD HERE ▼
- - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-
GOLD
PROXY CARD
WESTERN
INVESTMENT LLC, (“WESTERN”) RECOMMENDS A VOTE
AGAINST
PROPOSAL NO.
1 AND NO. 2 AND A VOTE
FOR
PROPOSAL NO.
3.
|
Proposal No. 1
:
The Fund’s proposal to approve a new management agreement between the Fund
and a newly formed successor entity to Neuberger Berman Management LLC
(“New NB Management”).
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
|
Proposal No. 2
:
The Fund’s proposal to approve a new sub-advisory agreement with respect
to the Fund, between New NB Management and Neuberger Berman LLC, the
investment manager and sub-advisor to the Fund,
respectively.
|
FOR
|
AGAINST
|
ABSTAIN
|
[ ]
|
[ ]
|
[ ]
|
|
Proposal No. 3
:
Western’s proposal to elect its slate of director nominees, each to hold
office until the 2012 annual meeting of the Fund’s stockholders and until
their successors are elected and
qualify.
|
Nominees:
(01)
Arthur D. Lipson
(02)
Matthew S. Crouse
(03)
William J. Roberts
(04)
Gary G. Schlarbaum
(05)
Robert A. Wood
|
FOR
ALL NOMINEES[ ]
|
WITHHOLD
AUTHORITY TO VOTE FOR ALL NOMINEES
[ ]
|
FOR
ALL EXCEPT NOMINEE(S) WRITTEN BELOW
____________________________
____________________________
____________________________
____________________________
|
To vote
and otherwise represent the undersigned on any other matter that may properly
come before the Annual Meeting or any postponements or adjournments
thereof.
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.