Item 77I
In September 2008, Xxxxxxxxx Xxxxxx Dividend Advantage Inc. (the "Fund") entered
into a Master Securities Purchase Agreement and a Master Note Purchase Agreement
pursuant to which it issued privately placed notes ("PNs") and privately placed
perpetual preferred shares ("PPS" and, together with PNs, "Private Securities").
The Fund issued PNs in October and November 2008 and issued PPS in November
2008. The PNs mature in October 2013 and interest thereon is accrued daily and
paid quarterly. 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 or prepay PNs,
in whole or in part, at its option after giving a minimum amount of notice to
the relevant holders of the Private Securities but will incur additional
expenses if it chooses to so redeem or prepay.
The Fund is also subject to certain restrictions relating to the Private
Securities. 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 and/or mandatory prepayment of PNs at par plus accrued but unpaid
interest. 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
Fund's 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. The holders of PNs do not have voting rights.
