APPENDIX A
PLAN OF LIQUIDATION AND DISSOLUTION
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
THIS PLAN OF LIQUIDATION AND DISSOLUTION (
“Plan”
) is made by Neuberger Berman Dividend Advantage Fund Inc., a Maryland corporation that is registered with the Securities and Exchange Commission (“Commission”) as a closed-end management investment company under the Investment Company Act of 1940, as amended
(
“1940 Act”
) (
“Fund”
).
RECITALS
A. The Fund’s board of directors (
“Board,”
and members thereof,
“Directors”
), including the Directors who are not “interested persons” (as that term is defined in the 1940 Act) of the Fund
(
“Independent Directors”)
, has unanimously determined that the Fund’s continuation is not in the best interests of the Fund or its stockholders.
B. Article ELEVENTH, paragraphs A and C, of the Fund’s Articles of Incorporation, as supplemented by Articles Supplementary Creating and Fixing the Rights of Perpetual Preferred Shares, Series A (
“Articles Supplementary”
) (
“Preferred
Stock”
), and by Articles Supplementary Creating and Fixing the Rights of Auction Market Preferred Shares, Series A and Series B, as amended (which shares are no longer outstanding) (collectively,
“Charter”
), require the affirmative vote of a majority of the Directors, including a majority of the Independent Directors, and of the holders of 75% of the
Fund’s outstanding shares of capital stock (
“Shares”
) for, among other things, the Fund’s dissolution or liquidation (paragraph C.7. of such article).
C. Article ELEVENTH, paragraph D, of the Charter provides that the provisions of that article shall not apply to any transaction described in paragraph C thereof if the Board authorizes such transaction by an affirmative vote of 75% of the Directors, including a majority of the Independent Directors.
D. The Board, including the Independent Directors, has unanimously determined that the Fund’s dissolution and liquidation is in the best interests of the Fund and of its stockholders. Accordingly, Article ELEVENTH of the Charter does not apply thereto.
E. Article TENTH of the Charter requires the affirmative vote of a majority of the votes entitled to be cast thereon (or by a majority of the votes entitled to be cast thereon by each class when the Fund is required to obtain a vote by one or more separate classes) to approve any action requiring stockholder approval. Accordingly, dissolution and liquidation of the Fund requires the affirmative vote of more
than 50% of the outstanding Shares (
“Required Vote”
).
F. Based on the determinations described in Recitals A and D above and the Charter provisions described above, the Board has adopted this Plan, which it intends to be a plan of liquidation within the meaning of section 562(b)(1)(B) of the Internal Revenue Code of 1986, as amended (
“Code”
), and the regulations
thereunder.
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PROVISIONS
This Plan, as set forth below, shall be effective from and after the date the Required Vote is received (
“Effective Date”
).
ARTICLE 1.
Liquidation and Dissolution; Directors’ Powers
(a) The Fund shall be liquidated in accordance with section 331 of the Code and shall be dissolved as soon as practicable after the Effective Date, whereupon it shall cease its business as an investment company and its affairs shall be wound up as the Board authorizes and directs.
(b) The Board authorizes the appropriate parties to wind up the Fund’s affairs. All powers of the Directors under the Charter and the Fund’s Bylaws shall continue, including the powers to (1) fulfill and/or discharge the Fund’s contracts, (2) collect the Fund’s assets, (3) sell, convey, assign, exchange, transfer, and/or otherwise dispose of all or any part of the Fund’s
remaining property to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind, (4) declare and pay final dividends on the Preferred Stock and pay all cumulative declared dividends thereon that remain unpaid as of immediately before the distribution(s) described in Article 3 (collectively, “Preferred Dividends”), (5) redeem the Preferred Stock in accordance with the Articles
Supplementary, (6) discharge and/or pay the Fund’s liabilities, including the liabilities associated with prepaying the Fund’s Notes and redeeming the Preferred Stock (collectively,
“Leverage Expenses”
), (7) prosecute, settle, and/or compromise claims of the Fund or those to which it is subject, (8) file final state and federal tax returns for the Fund, (9) mail notice to all known
creditors and employees, if any, of the Fund, at their respective addresses shown on the Fund’s records, and (10) do all other acts necessary or appropriate to wind up the Fund’s business.
ARTICLE 2.
Filings with Governmental Authorities
(a) The Board authorizes the appropriate parties to prepare and execute Articles of Dissolution and to file same for record with the Maryland State Department of Assessments and Taxation.
(b) The Board authorizes the appropriate parties to file any other documents required by any other applicable governmental authority, including Internal Revenue Service Form 966 (entitled “Corporate Dissolution or Liquidation”).
(c) As soon as practicable after distribution of the Fund’s assets pursuant to paragraph (b) of Article 3, the Fund shall prepare and file a Form N-8F with the Commission to de-register the Fund under the 1940 Act. The Fund also shall file with the Commission, if required, a final Form N-SAR.
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ARTICLE 3.
Liquidation Procedures
(a) The Board authorizes all actions to be taken such that the Fund will apply its assets to the payment of all its existing debts and obligations, including necessary expenses of redeeming and canceling the Shares and its liquidation and dissolution.
(b) The Board directs that, as soon as reasonably practicable after (1) receiving the Required Vote, (2) paying or adequately providing for the payment of the Fund’s charges, taxes, expenses, and liabilities, including the Leverage Expenses, whether due, accrued, or anticipated, as the Directors determine, including all the Preferred Dividends, (3) redeeming the Perpetual Preferred Stock in accordance
with the Articles Supplementary, and (4) receiving releases, indemnities, and refunding agreements the Board deems necessary for its protection, the Fund’s remaining assets shall be converted to cash. The Board further directs that such cash be distributed in one or more (if necessary) distributions to the holders of Shares of common stock of the Fund (
“Common Stock”
) of record as of the
close of business on a business day (i.e., 4:00 p.m., Eastern time, on a day on which the New York Stock Exchange is open for regular trading), selected by a member or committee of the Board, after the Effective Date (each, a
“Stockholder”
) in redemption and cancellation of their Common Stock. At the time such distribution (or, if there is more than one distribution, the last such distribution)
is made, each Stockholder’s interest in the Fund shall be fixed and its books shall be closed. The amount of the liquidating distribution(s) shall be made to each Stockholder in proportion to the number of Common Stock held thereby at that time.
(c) If any Stockholder(s) to whom any distribution pursuant to paragraph (b) is payable can not be located, the Board may create a trust with a financial institution in the name and on behalf of the Fund and, subject to applicable abandoned property laws, deposit any remaining Fund assets in that trust for the benefit of such Stockholder(s). The expenses of that trust shall be charged against the assets
therein.
(d) All Preferred Dividends and any part of the liquidating distribution(s) comprising a dividend for federal income tax purposes shall be designated so as to be effective for those purposes in accordance with Revenue Ruling 89-81, 1989-1 C.B. 226.
ARTICLE 4.
Amendment of this Plan
The Board may authorize variations from, or amendments of, the provisions of this Plan (except, after receipt of the Required Vote, the terms of the liquidating distribution(s)) that it deems necessary or appropriate to effect the distribution(s) and the Fund’s liquidation and dissolution.
ARTICLE 5.
Expenses
Except as provided in Article 3, paragraph (c), the Fund shall bear all the expenses incurred in connection with carrying out this Plan, including the cost of liquidating its assets and dissolving its existence, subject to any expense limitation arrangements in effect with its investment manager and administrator.
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Neuberger Berman Management LLC
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
www.nb.com
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J0406 09/09
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS ON OCTOBER 13, 2009
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
PREFERRED STOCK
The undersigned appoints as proxies Robert Conti, Owen F. McEntee, Jr. and Claudia A. Brandon, and each of them (with power of substitution), to vote all the undersigned’s shares of preferred stock in Neuberger Berman Dividend Advantage Fund Inc. at the Special Meeting of Stockholders to be held on October 13, 2009, at 2:00 p.m. Eastern Time at the offices of Neuberger Berman LLC, 605 Third Avenue, 41st Floor, New York, New York
10158-3698, and any adjournments thereof (“Meeting”), with all the power the undersigned would have if personally present.
Receipt of the Notice of Special Meeting of Stockholders and Proxy Statement is acknowledged by your execution of this Proxy Card. This proxy is being solicited on behalf of the Fund’s Board of Directors.
The shares of preferred stock represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote “FOR” the proposal specified on the reverse side. This proxy also grants discretionary power to vote upon such other business as may properly come before the Meeting. Your vote is important no matter how many shares you own.
Please sign and date this proxy below and return it promptly in the enclosed envelope.
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Date:
____________________
, 2009
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Signature (owner, joint owners, trustee, custodian, etc.)
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(Please sign in the box)
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Please sign exactly as name appears hereon. If shares are held in the name of joint owners, any owner may sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shares are held by a corporation, partnership, trust, estate or similar account, the name and capacity of the individual signing the proxy card should be indicated unless it is reflected in the
form of registration.
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NB DDA-DH-P
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF PREFERRED STOCK YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
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Please fill in box(es) as shown using black or blue ink or number 2 pencil.
x
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PLEASE DO NOT USE FINE POINT PENS.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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FOR
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AGAINST
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ABSTAIN
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1
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To approve a proposal to liquidate and dissolve the Fund, as set forth in the Plan of Liquidation and Dissolution adopted by the Board of Directors of the Fund.
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c
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c
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c
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If you plan to attend the Meeting, please call 1-877-461-1899.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS ON OCTOBER 13, 2009
NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND INC.
COMMON STOCK
The undersigned appoints as proxies Robert Conti, Owen F. McEntee, Jr. and Claudia A. Brandon, and each of them (with power of substitution), to vote all the undersigned’s shares of common stock in Neuberger Berman Dividend Advantage Fund Inc. at the Special Meeting of Stockholders to be held on October 13, 2009, at 2:00 p.m. Eastern Time at the offices of Neuberger Berman LLC, 605 Third Avenue, 41st Floor, New York, New York 10158-3698,
and any adjournments thereof (“Meeting”), with all the power the undersigned would have if personally present.
Receipt of the Notice of Special Meeting of Stockholders and Proxy Statement is acknowledged by your execution of this Proxy Card. This proxy is being solicited on behalf of the Fund’s Board of Directors.
The shares of common stock represented by this proxy will be voted as instructed.
Unless indicated to the contrary, this proxy shall be deemed to grant authority to vote “FOR” the proposal specified on the reverse side. This proxy also grants discretionary power to vote upon such other business as may properly come before the Meeting. Your vote is important no matter how many shares you own.
Please sign and date this proxy below and return it promptly in the enclosed envelope.
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Date:
____________________
, 2009
|
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|
Signature (owner, joint owners, trustee, custodian, etc.)
|
(Please sign in the box)
|
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|
|
Please sign exactly as name appears hereon. If shares are held in the name of joint owners, any owner may sign. Attorneys-in-fact, executors, administrators, etc. should so indicate. If shares are held by a corporation, partnership, trust, estate or similar account, the name and capacity of the individual signing the proxy card should be indicated unless it is reflected in the
form of registration.
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|
|
|
|
NB DDA-DH-C
|
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES OF COMMON STOCK YOU OWN.
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
|
|
|
|
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
x
|
|
|
PLEASE DO NOT USE FINE POINT PENS.
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
FOR
|
AGAINST
|
ABSTAIN
|
|
1
.
|
|
To approve a proposal to liquidate and dissolve the Fund, as set forth in the Plan of Liquidation and Dissolution adopted by the Board of Directors of the Fund.
|
c
|
c
|
c
|
If you plan to attend the Meeting, please call 1-877-461-1899.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.