Schedule 13d
| Filed by: | WESTERN INVESTMENT LLC |
| Subject Company: | NEUBERGER BERMAN DIVIDEND ADVANTAGE FUND, INC |
| Filed as of Date: | 03/02/2009 |
| View Original Filing on Edgar's | |
Exhibit
99.1
JOINT
FILING AND SOLICITATION AGREEMENT
JOINDER
AGREEMENT
WHEREAS,
Western Investment LLC, Western Investment Hedged Partners L.P., Western
Investment Activism Partners LLC, Western Investment Total Return Partners L.P.,
Arthur D. Lipson, Benchmark Plus Partners, L.L.C., Benchmark Plus Management,
L.L.C., Robert Ferguson, Scott Franzblau, Gary G. Schlarbaum, William J.
Roberts, Matthew S. Crouse and Robert A. Wood entered into a Joint Filing and
Solicitation Agreement on December 29, 2008 (the “Agreement”) for the purpose of
seeking representation on the Board of Directors of Neuberger Berman Dividend
Advantage Fund Inc. (the “Fund”);
WHEREAS,
Benchmark Plus Institutional Partners, L.L.C. joined the Group (as defined in
the Agreement) on January 5, 2009.
WHEREAS,
Western Investment Total Return Fund Ltd. (the “New Member”) wishes to join the
Group (as defined in the Agreement).
NOW, IT
IS AGREED, this 2nd day of March, 2009 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the New Member agrees to the joint filing on behalf of it of
statements on Schedule 13D with respect to the securities of the Fund to the
extent required under applicable securities laws. The New Member
agrees to be bound by the other terms of the Agreement (a copy of which is
attached hereto), the terms of which are incorporated herein and made a part
hereof.
2. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
instrument, which may be sufficiently evidenced by one counterpart.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
|
WESTERN
INVESTMENT LLC
|
|||
|
By:
|
/s/ Arthur D. Lipson | ||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|||
|
By:
|
Western
Investment LLC
|
||
|
General
Partner
|
|||
|
By:
|
/s/ Arthur D. Lipson | ||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|||
|
By:
|
Western
Investment LLC
|
||
|
Managing
Member
|
|||
|
By:
|
/s/ Arthur D. Lipson | ||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|||
|
By:
|
Western
Investment LLC
|
||
|
General
Partner
|
|||
|
By:
|
/s/ Arthur D. Lipson | ||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
|
WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
|
|||
|
By:
|
Western
Investment LLC
|
||
|
Investment
Manager
|
|||
|
By:
|
/s/ Arthur D. Lipson | ||
|
Name:
|
Arthur
D. Lipson
|
||
|
Title:
|
Managing
Member
|
||
| /s/ Arthur D. Lipson | |
|
ARTHUR
D. LIPSON
|
| /s/ Arthur D. Lipson | |
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
|
| /s/ Arthur D. Lipson | |
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
|
| /s/ Arthur D. Lipson | |
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
|
| /s/ Arthur D. Lipson | |
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A.
Wood
|
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|||
|
By:
|
Benchmark
Plus Management, L.L.C.
|
||
|
Managing
Member
|
|||
|
By:
|
/s/ Robert Ferguson | ||
|
Name:
|
Robert
Ferguson
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Scott Franzblau | ||
|
Name:
|
Scott
Franzblau
|
||
|
Title:
|
Managing
Member
|
||
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|||
|
By:
|
Benchmark
Plus Management, L.L.C.
|
||
|
Managing
Member
|
|||
|
By:
|
/s/ Robert Ferguson | ||
|
Name:
|
Robert
Ferguson
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Scott Franzblau | ||
|
Name:
|
Scott
Franzblau
|
||
|
Title:
|
Managing
Member
|
||
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|||
|
By:
|
/s/ Robert Ferguson | ||
|
Name:
|
Robert
Ferguson
|
||
|
Title:
|
Managing
Member
|
||
|
By:
|
/s/ Scott Franzblau | ||
|
Name:
|
Scott
Franzblau
|
||
|
Title:
|
Managing
Member
|
||
| /s/ Robert Ferguson | |
|
ROBERT
FERGUSON
|
| /s/ Scott Franzblau | |
|
SCOTT
FRANZBLAU
|
News Feed