<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 13, 1995
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. -----)
Filed by the registrant /x/
Filed by party other than the registrant
Check the appropriate box:
Preliminary proxy statement
/x/ Definitive proxy statement
/x/ Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Nomura Dividend Income Fund, Inc.
- - ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter
Same as above
- - ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
(1) Title of each class of securities to which transaction applies:
- - ---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - ---------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11:
- - ---------------------------------------------------------------------------<PAGE>
(4) Proposed maximum aggregate value of transaction:
- - ---------------------------------------------------------------------------
(5) Total fee paid:
- - ---------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials
- - ---------------------------------------------------------------------------
Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE>
(1) Amount previously paid:
- - ---------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - ---------------------------------------------------------------------------
(3) Filing party:
- - ---------------------------------------------------------------------------
(4) Date filed:
- - ---------------------------------------------------------------------------
/1/Set forth the amount on which the filing fee is calculated and state
how it was determined.
2
<PAGE>
NOMURA DIVIDEND INCOME FUND, INC.
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 5, 1995
To The Stockholders of
Nomura Dividend Income Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Nomura Dividend Income Fund, Inc. (the "Fund") will be held at
the offices of Putnam Investment Management, Inc., One Post Office Square,
Boston, Massachusetts, on Tuesday, December 5, 1995 at 10:00 A.M., Boston
time, for the following purposes:
(1) To consider and act upon a proposal to liquidate and dissolve
the Fund; and
(2) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 27,
1995 as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours
from and after November 21, 1995, at the office of the Fund, One Post Office
Square, Boston, Massachusetts 02109.
You are cordially invited to attend the Meeting. STOCKHOLDERS WHO ARE
ENTITLED TO VOTE ON THE MATTERS TO BE CONSIDERED AT THE MEETING BUT WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE. The enclosed proxy is being solicited on behalf
of the Board of Directors of the Fund.
By Order of the Board of Directors
Charles A. Ruys de Perez
Secretary
Boston, Massachusetts
Dated: November 13, 1995
<PAGE>
PROXY STATEMENT
NOMURA DIVIDEND INCOME FUND, INC.
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 5, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies of behalf of the Board of Directors of Nomura Dividend Income
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Special
Meeting of Stockholders of the Fund (the "Meeting") to be held at the offices
of Putnam Investment Management, Inc. (the "Investment Adviser"), One Post
Office Square, Boston, Massachusetts, on Tuesday, December 5, 1995 at 1:00
P.M., Boston time. The approximate mailing date of this Proxy Statement is
November 15, 1995.
The purpose of the Meeting is to consider a proposal to liquidate and
dissolve the Fund. All properly executed proxies received prior to the
Meeting will be voted at the Meeting in accordance with the instructions
marked thereon or otherwise as provided therein. Unless instructions to the
contrary are marked, proxies will be voted for approval of the proposal to
liquidate and dissolve the Fund. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the Fund
at the Fund's address indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on October 27,
1995 as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting and at any adjournment thereof.
Stockholders on the record date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of October 27,
1995, the Fund had outstanding 45.01 shares of common stock. Persons who,
to the knowledge of the Fund, beneficially own more than five percent of its
outstanding shares are listed herein under "Principal Stockholders."
The Board of Directors of the Fund knows of no business other than that
mentioned in Item 1 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
<PAGE>
PROPOSAL TO LIQUIDATE
AND DISSOLVE THE FUND
BACKGROUND
The Fund was established in 1990, with the objective to provide holders
of its common stock with high current income, consistent with preservation
of capital. The Investment Adviser of the Fund invests the Fund's assets in
a manner intended to maximize income qualifying for the dividends received
deduction (the "Dividends Received Deduction") allowed to certain United
State corporations under Section 243(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"). The Fund seeks to achieve its objective by
investing in a diversified portfolio primarily consisting of dividend-paying
preferred and common equity securities. Preferred stocks (other than
preferred stocks convertible into common stocks) in which the Fund invests
normally are rated investment grade by Standard & Poor's Ratings Group
("Standard & Poor's") or by Moody's Investors Service, Inc. ("Moody's" and
together with Standard & Poor's, the "Rating Agencies") at the time of
investment or, if not rated, are of comparable quality as determined by the
Investment Adviser. The Fund invests in common stock and preferred stock
convertible into common stock of issuers whose senior debt is rated
investment grade by Standard & Poor's or by Moody's or, in the case of
issuers having no rated senior debt outstanding, whose senior debt is of
comparable quality as determined by the Investment Adviser.
The Fund normally invests at least 65% of its total assets in dividend-
paying securities. In addition, the Fund normally invests at least 25% of
its total assets in securities of companies in the utilities industry. The
potential for modest capital appreciation of the Fund's investment in common
stock is a secondary consideration.
The Private Placement Memorandum, dated October 29, 1990, pursuant to
which the shares of common stock of the Fund were sold, contained a statement
that the Board of Directors would consider during the fifth year after
commencement of operations whether to make a tender offer for the Fund's
shares. At the July 28, 1995 meeting of the Board of Directors of the Fund,
the Board determined that making a tender offer would not be advisable.
Given the relatively small size of the Fund (approximately $40.6 million as
of June 30, 1995), if a significant amount of assets were withdrawn by a few
large shareholders through a tender offer, expense ratios would increase and
the Fund might become too small to efficiently manage for remaining
stockholders. In August and September of 1995 officers of the Fund and the
Investment Adviser had several discussions with employees of Nomura
Securities International, Inc. ("Nomura"), the original placement agent for
the Fund's common stock, concerning the desire of several large stockholders
in the Fund to liquidate their holdings. As there is no liquid
<PAGE>
market for the shares and as the Directors believe a tender offer raises
significant issues as to fairness to non-tendering holders, the discussions
focused on the possibility of liquidating the Fund. Subsequently, Nomura
delivered a letter to the Directors stating that the holders of 37 of 45.01
outstanding shares had indicated to Nomura that they would be in favor of a
liquidation.
Accordingly, at the October 27, 1995 meeting of the Board of Directors
of the Fund, the Directors determined, in light of these developments, that
it would be advisable and in the best interests of the Fund's stockholders
to liquidate and dissolve the Fund under the laws of the State of Maryland.
To implement the liquidation, the Directors approved a plan of complete
liquidation and dissolution of the Fund (the "Plan"). The Plan provides for
the sale of all of the assets of the Fund and the distribution in cash of the
net proceeds from such sale to the stockholders in accordance with their
respective rights. A portion of the proceeds from the sale of the Fund's
assets will be retained to satisfy any liabilities the Fund may incur.
If stockholders of the Fund approve the proposal to liquidate and
dissolve the Fund, such stockholders will receive their proportionate cash
interest of the net distributable assets of the Fund upon liquidation. Such
conversion of the Fund's portfolio to cash is expected to be effected in
December, 1995 and, although there can be no assurance as to timing, all or
substantially all of the proceeds are expected to be distributed to
shareholders by late December, 1995. Under Maryland law and pursuant to the
Articles of Incorporation and By-Laws of the Fund, the affirmative vote of
a majority of the outstanding shares is needed to approve the liquidation of
the Fund. In the event that a majority of the outstanding shares of the Fund
are not voted in favor of the Plan, with the result that the Plan is not
approved, the Board of Directors presently intends to re-submit the Plan or
another plan of liquidation and dissolution to stockholders for future
consideration.
A copy of the Plan is attached hereto as Exhibit A.
SUMMARY OF PLAN OF LIQUIDATION AND DISSOLUTION
Effective date of the Plan and cessation of the Fund's
------------------------------------------------------
activities as an investment company. The Plan will become effective
- - -----------------------------------
on the date of its adoption and approval of the Plan (the "Effective Date")
by the holders of a majority of the outstanding shares of the Fund.
Following this approval, the Fund (i) will cease to invest its assets in
accordance with its investment objectives and, to the extent necessary, will,
as soon as reasonable and practicable after the Effective Date, complete the
sale of the portfolio securities it holds in order to convert its assets to
cash, (ii) will not engage in any business activity except for the purpose
of winding up its business and affairs, preserving the value of its assets
and distributing assets to
3
<PAGE>
stockholders after the payment to (or reservation of assets for payment to)
all creditors of the Fund, and (iii) will dissolve in accordance with the
Plan. (Plan, Sections 1-3 and 5). The Fund will, nonetheless, continue to
meet the source of income, asset diversification and distribution
requirements applicable to regulated investment companies through the last
day of its final taxable year ending on liquidation.
Closing of books and restriction on transfer of shares. The interests
------------------------------------------------------
of stockholders in the assets of the Fund shall be fixed on the basis of
their holdings on the Effective Date. On such date, the books of the Fund
will be closed. (Plan, Section 4).
Liquidation Distribution. The distribution of the Fund's assets will
------------------------
be made in one or two cash payments. The first distribution of the Fund's
assets (the "First Distribution") is expected to consist of cash representing
substantially all the assets of the Fund, less the amount reserved to pay
expenses of the Fund. A second distribution (the "Second Distribution"), if
necessary, is anticipated to be made within 90 days after the First
Distribution and will consist of cash from any assets remaining after payment
of expenses, the proceeds of any sale of assets of the Fund under the Plan
not sold prior to the First Distribution and any other miscellaneous income
to the Fund. The liquidating distributions will be made prior to the last
day of the Fund's final taxable year ending on liquidation. (Plan, Section
7).
Expenses of liquidation and dissolution. All of the expenses incurred
---------------------------------------
by the Fund in carrying out the Plan will be borne by the Fund. (Plan,
Section 8).
Continued operation of the Fund. The Plan provides that the Directors
-------------------------------
shall have the authority to authorize such variations from or amendments of
the provisions of the Plan as may be necessary or appropriate to effect the
dissolution, complete liquidation and termination of the existence of the
Fund in accordance with the purposes to be accomplished by the Plan. (Plan,
Sections 9 and 10).
ANTICIPATED DISTRIBUTION AMOUNTS
The Fund's net asset value on October 27, 1995 was $41,819,207. At such
date, the Fund had 45.01 shares outstanding. Accordingly, on October 27,
1995, the net asset value per share of the Fund was $929,109.24. The amounts
to be distributed to shareholders of the Fund upon liquidation will be
reduced by the expenses of the Fund in connection with the liquidation and
portfolio transaction costs. Liquidation expenses are estimated to be
approximately $53,000 (or $1,178 per share outstanding on October 27, 1995),
consisting of $40,000 for legal fees and expenses, $10,000 for accounting
costs and $3,000 for miscellaneous expenses. Portfolio transaction costs
(including amounts allocated for dealer markup on securities traded
over the counter) are
4
<PAGE>
estimated to be approximately $160,000, although actual portfolio
transaction costs will depend upon the composition of the portfolio and the
timing of the sale of portfolio securities. Actual liquidation expenses and
portfolio transaction costs may vary.
GENERAL INCOME TAX CONSEQUENCES
United States Federal Income Tax Consequences. The following is only
---------------------------------------------
a general summary of the United States Federal income tax consequences of the
Plan. Stockholders should consult with their own tax advisers for advice
regarding the application of current United States Federal income tax law to
their particular situation and with respect to state, local and other tax
consequences of the Plan.
The liquidating distributions received by a stockholder will consist of
three elements: (i) a capital gain dividend to the extent of the Fund's
long-term capital gains recognized during the final tax year; (ii) an
ordinary income dividend to the extent of the Fund's interest income and
short-term capital gains earned during the final tax year that have not
previously been distributed; and (iii) a distribution treated as payment for
the stockholder's shares. Prior to the last day of the Fund's final taxable
year, the Fund's Board of Directors will authorize any capital dividend and
ordinary income dividend to be distributed as part of the liquidating
distribution. Within 60 days after the close of the Fund's final taxable
year, the Fund will notify shareholders as to the portion of the liquidating
distribution which constitutes a capital gain dividend and that which
constitutes an ordinary income dividend. Additionally, the Fund will notify
shareholders of the portion of the liquidating distribution which qualifies
for the dividends received deduction.
Any portion of a liquidating distribution paid under the Plan out of
investment income or realized capital gains (i.e., a distribution described
in (i) or (ii), above) will be taxed under the Code in the same manner as any
other distribution of the Fund. Accordingly, such amounts will be treated
as ordinary income or capital gains, if so designated.
The balance of any amount received upon liquidation (i.e., a
distribution described in (iii), above) will be treated for Federal income
tax purposes as full payment in exchange for the stockholder's shares. Thus,
a stockholder who is a United States resident or citizen will be taxed only
to the extent the amount of the balance of the distribution exceeds his or
her basis in such shares; if the amount received is less than his or her
basis, the stockholder will realize a loss. The stockholder's gain or loss
will be a capital gain or capital loss if such shares are held as capital
assets.
5
<PAGE>
Corporate stockholders should note that all income, including capital
gains, is currently taxable to them at the same rates under the Code.
Accordingly, all income recognized by a corporate stockholder pursuant to the
liquidation of the Fund, regardless of its character as capital gains or
ordinary income, is subject to tax at the same Federal income tax rates.
Under certain provisions of the Code, some stockholders may be subject
to a 31% withholding tax on the liquidating distribution ("backup
withholding"). Generally, stockholders subject to backup withholding will
be those for whom no taxpayer identification number is on file with the Fund
or who, to the Fund's knowledge, have furnished an incorrect number.
Further information concerning the sources of the money distributed to
stockholders will be forwarded with the liquidating distribution.
IMPACT OF THE PLAN ON THE FUND'S STATUS UNDER THE INVESTMENT COMPANY ACT
On the Effective Date, the Fund will cease doing business as a
registered investment company and, as soon as practicable, will apply for
deregistration under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). The Securities and Exchange Commission will issue
an order approving the deregistration of the Fund if the Fund is no longer
doing business as an investment company. Accordingly, the Plan provides for
the eventual cessation of the Fund's activities as an investment company and
its deregistration under the Investment Company Act, and a vote in favor of
the Plan will constitute a vote in favor of such a course of action.
Until the Fund's withdrawal as an investment company becomes effective,
the Fund, as a registered investment company, will continue to be subject to
and will comply with the Investment Company Act.
PROCEDURE FOR DISSOLUTION UNDER MARYLAND LAW
Pursuant to the Maryland General Corporation Law and the Articles of
Incorporation and By-Laws of the Fund, if a majority of the aggregate
outstanding shares are voted for the proposed liquidation and dissolution of
the Fund, articles of dissolution stating that the dissolution has been
authorized will in due course be executed, acknowledged and filed with the
Secretary of State of the State of Maryland, and will become effective in
accordance with such law. Upon such articles of dissolution becoming
effective, the Fund will be legally dissolved, but thereafter the Fund will
continue to exist for the purpose of paying, satisfying, and discharging any
existing debts or obligations, collecting and distributing its assets, and
doing all other acts required to liquidate and wind up its business and
6
<PAGE>
affairs, but not for the purpose of continuing the business for which the
Fund was organized.
APPRAISAL RIGHTS
Shareholders will not be entitled to appraisal rights under Maryland law
in connection with the Plan.
VOTING INFORMATION
Approval of the Plan requires the affirmative vote of the holders of at
least a majority of the outstanding shares of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of the
Plan.
PRINCIPAL STOCKHOLDERS
Set forth below is a list of all stockholders of the Fund which, to the
Fund's knowledge, were the beneficial owners of more than five percent of the
shares of the Fund outstanding on October 27, 1995:
<TABLE>
<CAPTION>
Shares of Common Stock
of the Fund
Beneficially Owned at Percentage of
Name and Address 10/27/95 Ownership
<S> <C> <C>
Aisin World Corp. of America 15 33.3%
24330 Garnier Street Torrance,
California 90505
The Sumitomo Trust & Banking 10 22.2%
Co., Ltd.
Aoyama Plaza Building 11-3,
2-Chome
Kita-Aoyama, Minato-ku Tokyo 107
Tokyo Mutual Life Insurance 5 11.1%
Company
5-2, 1-Chome Uchisaiwai-cho
Chiyoda-ku Tokyo 100
The Meiji Mutual Life Insurance 5 11.1%
Company
1-1, 2-Chome Marunouchi,
Chiyoda-ku Tokyo 100
Yamato Mutual Life Insurance Co., 3 6.7%
Ltd.
1-7, 1-Chome
Kudan-kita, Chiyoda-ku
Tokyo 102
7
</TABLE>
<PAGE>
ADDITIONAL INFORMATION
The expense of preparing and mailing the enclosed form of proxy and
accompanying Notice and Proxy Statement will be borne by the Fund. The Fund
will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares
of the Fund. The Fund may also hire proxy solicitors at the expense of the
Fund.
Approval of the proposal to abolish the Fund requires the vote of a
majority of the outstanding voting securities of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority
of the shares of the Fund's securities entitled to vote at the Meeting,
present in person or by proxy), supplementary solicitation may be made by
mail, telephone, telegraph or personal interview by officers of the Fund.
It is anticipated that the cost of such supplementary solicitation, if any,
will be nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" approval of the proposal to liquidate and dissolve the Fund.
Broker-dealer firms holding Fund shares in "street name" for the benefit
of their customers and clients will request the instructions of such
customers and clients on how to vote their shares on Item 1 before the
Meeting. The Fund will include shares held of record by broker-dealers as
to which such authority has been granted in its tabulation of the total
number of votes present for purposes of determining whether the necessary
quorum of stockholders exists. Proxies which are returned but which are
marked "abstain" or on which a broker-dealer has declined to vote on any
proposal ("broker non-votes") will be counted as present for purposes of a
quorum. Abstentions and broker non-votes will not be counted as votes cast
and therefore will have the same effect as a "NO" vote on Item 1.
ADDRESS OF INVESTMENT ADVISER
The principal office of Putnam Investment Management, Inc. is located
at One Post Office Square, Boston, Massachusetts 02109.
ANNUAL REPORT
A copy of the annual report of the Fund for the fiscal year ended
August 31, 1995 accompanies this proxy statement.
By Order of the Board of Directors
Charles A. Ruys de Perez
Secretary
Dated: November 13, 1995
8
<PAGE>
EXHIBIT A
NOMURA DIVIDEND INCOME FUND, INC.
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of Nomura
Dividend Income Fund, Inc. (the "Fund"), a corporation organized and existing
under the laws of the State of Maryland, which has operated since December
14, 1990 as a closed-end, management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"),
is intended to accomplish the complete liquidation and dissolution of the
Fund in conformity with the provisions of the Fund's Articles of
Incorporation, dated October 4, 1990.
WHEREAS, the Fund's Board of Directors has deemed that in its judgment
it is advisable and in the best interests of the Fund and its stockholders
to liquidate and dissolve the Fund and at a meeting of the Board of Directors
on October 27, 1995, has considered and adopted this Plan as the method of
liquidating and dissolving the Fund and has directed that this Plan be
submitted to stockholders of the Fund for approval;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective
----------------------
only upon the adoption and approval of the Plan at a meeting of stockholders
called for the purpose of voting upon the Plan and such amendment by the
affirmative vote of the holders of record of a majority of the outstanding
shares of the Fund. The date of such adoption and approval of the Plan by
stockholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable, consistent with the
-----------
provisions of the Plan, the Fund shall be dissolved.
3. Cessation of Business. After the Effective Date, the Fund shall
---------------------
cease operation as an investment company and shall not engage in any business
activities except for the purposes of winding up its business and affairs,
preserving the value of its assets and distributing its assets to
stockholders in accordance with the provisions of the Plan after the payment
to (or reservation of assets for payment to) all creditors of the Fund.
4. Restriction of Transfer and Redemption of Shares. The interests
------------------------------------------------
of stockholders in the assets of the Fund shall be fixed on the basis of
their shareholdings at the close of business on the Effective Date. On the
Effective Date, the books of the Fund shall be closed.
A-1
<PAGE>
5. Liquidation of Assets. As soon as is reasonable and practicable
---------------------
after the Effective Date, all portfolio securities of the Fund not already
converted to cash or cash equivalents shall be converted to cash or cash
equivalents.
6. Payments of Debts. As soon as practicable after the Effective
-----------------
Date, the Fund shall determine and shall pay the amount of all known or
reasonably ascertainable liabilities of the Fund incurred or expected to be
incurred prior to the date of the liquidating distribution provided for in
Section 7 below.
7. Liquidating Distribution. The distribution of the Fund's assets
------------------------
will be made in one or two cash payments. The first distribution of the
Fund's assets (the "First Distribution") is expected to consist of cash
representing substantially all the assets of the Fund, less the amount
reserved to pay expenses of the Fund. A second distribution (the "Second
Distribution"), if necessary, is anticipated to be made within 90 days after
the First Distribution and will consist of cash from any assets remaining
after payment of expenses, the proceeds of any sale of assets of the Fund
under the Plan not sold prior to the First Distribution and any other
miscellaneous income to the Fund.
8. Expenses of the Liquidation and Dissolution. All of the expenses
-------------------------------------------
incurred by the Fund in carrying out this Plan will be borne by the Fund.
9. Power of Board of Directors. The Board of Directors and, subject
---------------------------
to the direction of the Board of Directors, the officers, shall have
authority to do or authorize any or all acts and things as provided for in
the Plan and any and all such further acts and things as they may consider
necessary or desirable to carry out the purposes of the Plan, including,
without limitation, the execution and filing of all certificates, documents,
information returns, tax returns, forms, and other papers which may be
necessary or appropriate to implement the Plan or which may be required by
the provisions of the Investment Company Act or any other applicable laws.
The death, resignation or other disability of any director or any
officer of the Fund shall not impair the authority of the surviving or
remaining directors or officers to exercise any of the powers provided for
in the Plan.
10. Amendment of Plan. The Board shall have the authority to authorize
-----------------
such variations from or amendments of the provisions of the Plan (other than
the terms of the liquidating distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation and termination of existence
of the Fund, and the distribution of assets to stockholders in accordance
with the purposes to be accomplished by the Plan.
A-2
<PAGE>
COMMON STOCK
NOMURA DIVIDEND INCOME FUND, INC.
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Talanian and David Walsh as
proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse hereof, all the shares of
Common Stock of Nomura Dividend Income Fund, Inc. (the "Fund") held of record
by
the undersigned on October 27, 1995 at the special meeting of stockholders of
the
Fund to be held on December 5, 1995 or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED
FOR PROPOSAL 1.
(Continued and to be signed on the reverse side)
1
<PAGE>
PLEASE MARK BOXES OR /X/ IN BLUE OR BLACK INK.1. Proposal to liquidate
and dissolve the Fund. FOR / / AGAINST / / ABSTAIN / /
2. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When shares are held by
joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Dated: , 1995
--------------------------------------------------------
X
--------------------------------------------------------------------
Signature
X
--------------------------------------------------------------------
Signature, if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
2
<PAGE>
