EXHIBIT 77 to Xxxxxxxxx Xxxxxx Dividend Advantage Fund Inc.
NSAR 04/30/09
File Number: 81121499
CIK Number: 0001276893
Item 77I
In September 2008, Xxxxxxxxx Xxxxxx Dividend
Advantage Inc. (the Fund) entered into a
Master Securities Purchase Agreement pursuant
to which it issued privately placed perpetual
preferred shares (PPS). The Fund issued PPS in
November 2008. The PPS have a liquidation
preference of $25,000 per share plus any accumulated
unpaid distributions, whether or not
earned or declared by the Fund, but excluding
interest thereon (PPS Liquidation Value).
Dividends are accrued daily and paid quarterly
for PPS. The Fund may redeem PPS, in whole or
in part, at its option after giving a minimum
amount of notice to the holders of the PPS but will
incur additional expenses if it chooses to so redeem.
The Fund is also subject to certain restrictions
relating to the PPS. Failure to comply with these
restrictions could preclude the Fund from declaring
any distributions to common shareholders or
repurchasing common shares and/or could trigger the
mandatory redemption of PPS at PPS
Liquidation Value. The holders of PPS are entitled
to one vote per share and will vote with
holders of common shares as a single class, except
that the holders of PPS will vote separately as
a class on certain matters, as required by law or
the Funds charter. The holders of PPS, voting as
a separate class, are entitled at all times to elect
two Directors of the Fund, and to elect a majority
of the Directors of the Fund if the Fund fails to pay
distributions on PPS for two consecutive years.
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