Western Investment Opposes New Management Agreements for Neuberger Berman Closed-End Funds

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Tue Mar 24, 2009 3:49pm EDT

Western Investment cites deplorable record and performance, nominates directors
for election to the Board of Neuberger Berman Dividend Advantage Fund Inc.(AMEX:
NDD)
NEW YORK--(Business Wire)--
Western Investment LLC ("Western Investment") is announcing its opposition to
any new management agreements between Neuberger Berman and its closed-end funds.
Neuberger Berman announced today that it would be presenting new management
agreements to stockholders of its closed-end funds for their approval at the
closed-end funds` 2009 annual meetings of stockholders, scheduled to be held on
May 13, 2009. Western Investment is a stockholder in all of the Neuberger Berman
closed-end funds. 

Art Lipson, the managing member of Western Investment stated, "We are concerned
that Neuberger Berman is about to ask stockholders of its closed-end funds to
approve new management agreements, which would provide substantive economic
benefit to Neuberger Berman, at a time when many of those closed-end funds have
double-digit discounts to their net asset values and abysmal returns. For
example, one such fund, Neuberger Berman Dividend Advantage Fund, Inc.
(AMEX: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. Even
more striking, NDD`s issue price in March 2004 was $20.00 per share. Its closing
stock price on March 20, 2009 was $4.69, a 76% decline." Western Investment,
together with its affiliates is one of the largest stockholders of NDD, owning
over 9.9% of NDD`s outstanding common stock. 

Mr. Lipson continued, "We are also concerned about NDD`s continued and excessive
discount to its net asset value or NAV. In our view, NDD`s excessive NAV
discount has continued for so long that it is clear to stockholders that real
action is required, not just lip service, to reduce this discount. Because this
Board does not seem to understand this, we have decided to publicly announce our
opposition to any new management agreement. We have also submitted director
nominations for all expected vacancies at NDD`s next election of directors. To
that end, we intend to solicit stockholders to vote against the approval of a
new management agreement and in support of the election of our director nominees
at the upcoming meeting of stockholders of NDD, as well as the other Neuberger
Berman closed-end funds. We intend to file proxy materials with the Securities
and Exchange Commission shortly with respect to NDD and other Neuberger Berman
closed-end funds." 

Mr. Lipson concluded, "Western Investment believes that Neuberger Berman has a
long history of acting contrary to stockholders` best interests, as well as a
deplorable record of inferior investment performance across its closed-end fund
complex." 

CERTAIN INFORMATION CONCERNING PARTICIPANTS 

Western Investment LLC ("Western Investment"), together with the other
Participants (as defined below), intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
proxy card to be used to solicit proxies against the approval of a new
management agreement and for the election of its slate of director nominees at
the upcoming annual meeting of stockholders of Neuberger Berman Dividend
Advantage Fund Inc. (the "Fund"). 

WESTERN INVESTMENT STRONGLY ADVISES ALL STOCKHOLDERS OF THE FUND TO READ THE
WESTERN INVESTMENT PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY STATEMENT WILL BE AVAILABLE AT NO CHARGE ON
THE SEC`S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR. 

The Participants in the proxy solicitation are Western Investment, Western
Investment Hedged Partners L.P. ("WIHP"), Arthur D. Lipson ("Mr. Lipson"),
Western Investment Activism Partners LLC ("WIAP"), Western Investment Total
Return Partners L.P. ("WITRP"), Western Investment Total Return Fund Ltd.
("WITRL" and together with Western Investment, Mr. Lipson, WIHP, WIAP and WITRP,
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 ("Mr. Crouse"), William J. Roberts ("Mr. Roberts"), Gary G.
Schlarbaum ("Mr. Schlarbaum") and Robert A. Wood ("Professor Wood" and
collectively, the "Participants"). 

As of the date of this filing, WIHP, WIAP, WITRL and WITRP beneficially owned
159,071, 159,411, 58,113 and 64,397 Shares, respectively, representing
approximately 2.7%, 2.7%, 1% and 1.1%, respectively, of the Shares outstanding.
As the managing member of WIAP, investment manager of WITRL and the general
partner of each of WIHP and WITRP, Western Investment may be deemed to
beneficially own the 440,992 Shares owned in the aggregate by WIHP, WIAP, WITRL
and WITRP, constituting approximately 7.6% of the Shares outstanding, in
addition to the 600 Shares it holds directly. As the managing member of Western
Investment, Mr. Lipson may be deemed to beneficially own the approximately
441,592 Shares beneficially owned by Western Investment, 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 Western Entities may be deemed to beneficially own the 135,300 Shares owned
by the other Participants. The Western Entities disclaim beneficial ownership of
such Shares. 

As of the date of this filing, BPIP and BPP beneficially owned 125,200 and
10,100 Shares, respectively, constituting approximately 2.2% and less than 1%,
respectively, of the Shares outstanding. As the managing member of BPIP and BPP,
BPM may be deemed to beneficially own the 135,300 Shares owned in the aggregate
by BPIP and BPP, constituting approximately 2.3% of the Shares outstanding. As
managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to
beneficially own the 135,300 Shares beneficially owned by BPM. As members of a
group for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, the Benchmark Entities may be deemed to beneficially own the
441,592 Shares owned by the other Participants. The Benchmark Entities disclaim
beneficial ownership of such Shares. 

None of Messrs. Crouse Roberts or Schlarbaum or Professor Wood directly owns any
Shares. As members of a "group" for the purposes of Rule 13d-5(b)(1) of the
Securities Exchange Act of 1934, as amended, each of Messrs. Crouse, Roberts and
Schlarbaum and Professor Wood is deemed to beneficially own the 576,892 Shares
beneficially owned in the aggregate by the other Participants. Each of Messrs.
Crouse, Roberts and Schlarbaum and Professor Wood disclaims beneficial ownership
of such Shares. 





For Western Investment:
Innisfree M&A Incorporated
Mike Brinn, 212-750-8253
Info@FIXmyFUND.com



Copyright Business Wire 2009

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