The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer
.
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This statement relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Nuveen Insured Florida Tax-Free Advantage Municipal Fund (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Nuveen Investments, 333 West Wacker Drive, Chicago, Illinois 60606.
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Item 2.
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Identity and Background
.
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(a) This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Total Return Partners L.P., a Delaware limited
partnership (“WITRP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”), Arthur D. Lipson (“Mr. Lipson,” and together with WILLC, WIHP, WITRP and WITRL, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability
company (“BPM”), Scott Franzblau (“Mr. Franzblau”) and Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”) and Robert H. Daniels (“Mr. Daniels”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
WILLC provides recommendations from time to time to BPIP and BPP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPIP and WILLC and BPP.
WILLC has sole voting and investment power over WIHP’s, WITRP’s and WITRL’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions. BPM is the managing member of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their
roles as managing members of BPM, have sole voting and investment control over BPIP’s and BPP’s security holdings.
Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each of WILLC, WIHP, WITRP and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The principal business address of WITRL is c/o dms Management, P.O. Box 31910, dms House, 20 Genesis Close, Grand Cayman
KY1-1208, Cayman Islands. The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.
The principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.
The principal business address of Mr. Daniels is 1685 Eighth Avenue, San Francisco, California 94122.
(c) The principal business of WILLC is acting as the investment manager of WITRL and the general partner of each of WIHP and WITRP. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of each of WIHP,
WITRP and WITRL is acquiring, holding and disposing of investments in various companies.
The principal business of each of BPIP and BPP is acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP and BPP. The principal occupation of Mr. Ferguson is acting as a managing member of BPM. The principal occupation
of Mr. Franzblau is acting as a managing member of BPM.
The principal occupation of Mr. Daniels is Emeritus Professor of Accounting at San Francisco State University and attorney.
(d) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Lipson, Franzblau, Ferguson and Daniels are citizens of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration
.
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The aggregate purchase price of the 180,444 Shares beneficially owned by WILLC is approximately $2,204,941. The Shares beneficially owned by WILLC consist of 400 Shares that were acquired with WILLC’s working capital, 72,934 Shares that were acquired with WIHP’s working capital, 33,355 Shares that were acquired with
WITRP’s working capital and 73,755 Shares that were acquired with WITRL’s working capital.
The aggregate purchase price of the 12,770 Shares beneficially owned by BPM is approximately $144,037. The Shares beneficially owned by BPM consist of 9,005 Shares that were acquired with BPIP’s working capital and 3,765 Shares that were acquired with BPP’s working capital.
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Item 4.
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Purpose of Transaction
.
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The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were significantly undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review
their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other shareholders of the Issuer concerning the business, operations and future plans of the Issuer. The Reporting Persons are concerned by the persistent discount to net asset value at which the Shares have been trading and believe that the Issuer should take appropriate action to cause the discount to net asset value to be eliminated or reduced. Depending on various
factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels and/or discount to net asset value of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, commencing a tender offer, making additional shareholder proposals concerning,
among other things, changes to the capitalization, ownership structure or operations of the Issuer or replacement of the Issuer’s investment manager with an investment manager that is concerned with the discount to net asset value at which the Shares have been trading and that will take action to eliminate or reduce such discount, purchasing additional Shares, opposing any transaction resulting in a change of control of the Issuer’s investment manager unless the persistent and excessive discount to
net asset value at which the Shares continue to trade is addressed, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
On July 29, 2009, WITRL filed a complaint (the “Complaint”) in the United States District Court for the District of Massachusetts against the Trustees of the Issuer, Nuveen Florida Investment Quality Municipal Fund, Nuveen Florida Quality Income Municipal Fund and Nuveen Insured Florida Premium Income Municipal Fund (collectively,
the “Florida Funds”). The Complaint seeks damages on behalf of classes of shareholders of the Florida Funds as of January 20, 2009 arising from alleged breaches of fiduciary duties by the Trustees of the Florida Funds in connection with the proposed merger of the Florida Funds with and into other funds sponsored by Nuveen Investments, Inc.
WILLC is seeking representation on the Issuer’s Board of Trustees (the “Board”). WILLC delivered a letter dated August 13, 2009 to the Corporate Secretary of the Issuer (the “Nomination Letter”) nominating Arthur D. Lipson and Robert H. Daniels to be elected to the Board at the 2009 annual meeting
of shareholders of the Issuer, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”).
WILLC also delivered a letter to the Corporate Secretary of the Issuer submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, a proposal for inclusion in the Issuer’s proxy for the 2009 Annual Meeting and to be voted on at the 2009 Annual Meeting (the “14a-8 Proposal”). WILLC
is proposing that the Board take all necessary steps to ensure that in the case of a merger or other extraordinary transaction involving the Issuer, which if consummated would result in a change to the Issuer’s investment policy, that the Issuer take all actions and measures necessary prior to the consummation of such transaction to provide shareholders with the ability to redeem their beneficial interest in the Issuer for cash at a price equivalent to 99% of the net asset value, or NAV, per share of the
Issuer.
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Item 5.
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Interest in Securities of the Issuer
.
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(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 3,863,473 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2009, as reported in the Issuer’s Certified Shareholder Report of Registered
Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on July 8, 2009.
As of the close of business on September 21, 2009, WIHP, WITRP and WITRL beneficially owned 72,934, 33,355 and 73,755 Shares, respectively, constituting approximately 1.9%, less than 1% and 1.9%, respectively, of the Shares outstanding. As the investment manager of WITRL and the general partner of each of WIHP and WITRP, WILLC
may be deemed to beneficially own the 180,044 Shares owned in the aggregate by WIHP, WITRP and WITRL, constituting approximately 4.7% of the Shares outstanding, in addition to the 400 Shares it holds directly. As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 180,444 Shares beneficially owned by WILLC, constituting approximately 4.7% 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 12,770 Shares owned by the other Reporting Persons. The Western Entities disclaim beneficial ownership of such Shares.
As of the close of business on September 21, 2009, BPIP and BPP beneficially owned 9,005 and 3,765 Shares, respectively, constituting less than 1% and less than 1%, respectively, of the Shares outstanding. As the managing member of each of BPIP and BPP, BPM may be deemed to beneficially own the 12,770 Shares owned in the aggregate
by BPIP and BPP, constituting less than 1% of the Shares outstanding. As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 12,770 Shares beneficially owned by BPM, constituting less than 1% 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 Benchmark Entities may be deemed to beneficially own the 180,444 Shares owned by the other Reporting Persons. The
Benchmark Entities disclaim beneficial ownership of such Shares.
Mr. Daniels does not own directly any Shares. As a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Daniels may be deemed to beneficially own the 193,214 Shares beneficially owned in the aggregate by the other Reporting Persons. Mr. Daniels
disclaims beneficial ownership of such Shares.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Western Entities by virtue of their respective positions as described in Item 2.
Each of BPM and Messrs. Franzblau and Ferguson is deemed to have sole voting and dispositive power over the Shares reported as beneficially owned by the Benchmark Entities by virtue of their respective positions as described in Item 2.
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, unless otherwise noted.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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On September 22, 2009, WILLC, WIHP, WITRP, WITRL, BPP, BPIP, BPM and Messrs. Lipson, Franzblau, Ferguson and Daniels entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the parties agreed to the joint filing and solicitation on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws and (b) the parties agreed to form the group for the purpose of soliciting proxies or written consents for the election of the persons nominated by WILLC to the Issuer’s Board at the 2009 Annual Meeting and for the 14a-8 Proposal and for the purpose of taking all other actions incidental to the foregoing. The Joint Filing and Solicitation Agreement
is attached hereto as exhibit 99.1 and is incorporated herein by reference.
Pursuant to letter agreements, WILLC has agreed to indemnify Mr. Daniels against any and all claims of any nature arising from the solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as exhibit 99.3 and is incorporated herein by reference.
The Reporting Persons may, from time to time, enter into and dispose of cash-settled equity swaps or other similar derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions may be significant in amount. The profit, loss and/or return on such additional contracts may be wholly
or partially dependent on the market value of the Shares, the relative value of such shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which such shares may be included, or a combination of any of the foregoing. The Reporting Persons may also, from time to time, enter into stock loan agreements with one or more counterparties in the ordinary course of business pursuant to which the Reporting Persons may lend their Shares subject
to recall at their discretion.
Other than as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits
.
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99.1
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Joint Filing and Solicitation Agreement by and among Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners, L.L.C., Benchmark Plus Management, L.L.C., Robert Ferguson, Scott Franzblau and Robert H. Daniels, dated September 22,
2009.
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99.3
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Form of Indemnification Agreement.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: September 22, 2009
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WESTERN INVESTMENT LLC
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western Investment LLC
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General Partner
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western Investment LLC
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General Partner
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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WESTERN INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western Investment LLC
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Investment Manager
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By:
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Name:
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Arthur D. Lipson
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Title:
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Managing Member
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BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark Plus Management, L.L.C.
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Managing Member
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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BENCHMARK PLUS PARTNERS, L.L.C.
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By:
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Benchmark Plus Management, L.L.C.
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Managing Member
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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BENCHMARK PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert Ferguson
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Title:
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Managing Member
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By:
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Name:
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Scott Franzblau
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Title:
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Managing Member
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ARTHUR D. LIPSON
As Attorney-In-Fact for Robert H. Daniels
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SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Date of
Purchase / Sale
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Shares of Common Stock
Purchased / (Sold)
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Price Per
Share ($)
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WESTERN INVESTMENT HEDGED PARTNERS L.P.
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07/24/09
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1,280
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12.4581
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07/28/09
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(3,611)
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12.5162
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08/04/09
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3,623
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12.6519
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08/05/09
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3,362
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12.6411
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08/06/09
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1,300
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12.6570
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08/10/09
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2,920
|
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12.6772
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08/13/09
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200
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12.6735
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08/14/09
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1,849
|
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12.6781
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08/21/09
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600
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12.7552
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08/25/09
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1,300
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12.7493
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08/26/09
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1,603
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12.7155
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08/31/09
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1,100
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12.7758
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09/02/09
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800
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12.8298
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09/03/09
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500
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12.8464
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09/10/09
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1,675
|
|
13.0991
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09/11/09
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2,423
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13.0527
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09/14/09
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1,474
|
|
13.1185
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09/15/09
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1,050
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13.1785
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09/18/09
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3,582
|
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13.2255
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09/21/09
|
|
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13.3100
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09/21/09
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3,737
*
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13.3100
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09/21/09
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6,050
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13.2734
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WESTERN INVESTMENT LLC
None
*
Shares were acquired in a transaction with Western Investment Institutional Partners LLC, an affiliate of Western Investment Hedged Partners L.P.
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
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07/29/09
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770
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12.5585
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08/04/09
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3,622
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12.6519
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08/06/09
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1,300
|
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12.6570
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08/21/09
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600
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|
12.7552
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08/25/09
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1,300
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12.7493
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09/14/09
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951
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13.1185
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WESTERN INVESTMENT TOTAL RETURN FUND LTD.
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07/24/09
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1,280
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12.4581
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07/29/09
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(1,281)
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12.5229
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08/03/09
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3,495
|
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12.6894
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08/04/09
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3,623
|
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12.6519
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08/05/09
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3,362
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|
12.6411
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08/06/09
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1,300
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|
12.6570
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08/07/09
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300
|
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12.6585
|
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08/10/09
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2,920
|
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12.6772
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08/11/09
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(96)
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12.6910
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08/14/09
|
800
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12.6781
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08/17/09
|
700
|
|
12.6585
|
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08/18/09
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1,000
|
|
12.6495
|
|
08/25/09
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1,300
|
|
12.7493
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08/26/09
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1,100
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12.7155
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08/27/09
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100
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|
12.7585
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08/28/09
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700
|
|
12.7285
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|
09/03/09
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900
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|
12.8464
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|
09/04/09
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2,200
|
|
12.9030
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09/08/09
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2,800
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|
13.0021
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09/10/09
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1,675
|
|
13.0991
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09/11/09
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2,422
|
|
13.0527
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|
09/14/09
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1,475
|
|
13.1185
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|
09/15/09
|
1,050
|
|
13.1785
|
|
09/17/09
|
100
|
|
13.2185
|
|
09/18/09
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3,582
|
|
13.2255
|
|
09/21/09
|
6,050
|
|
13.2734
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ARTHUR D. LIPSON
None
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
None
BENCHMARK PLUS PARTNERS, L.L.C.
None
BENCHMARK PLUS MANAGEMENT, L.L.C.
None
SCOTT FRANZBLAU
None
ROBERT FERGUSON
None
ROBERT H. DANIELS
None
Directors and Officers of Western Investment Total Return Fund Ltd.
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Name and Position
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Principal Occupation
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Principal Business Address
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Don M. Seymour
Director
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Businessperson
dms Management Ltd.
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dms Management
P.O. Box 31910
dms House, 20 Genesis Close,
Grand Cayman KY1-1208,
Cayman Islands
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David Bree
Director
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Businessperson
dms Management Ltd.
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dms Management
P.O. Box 31910
dms House, 20 Genesis Close,
Grand Cayman KY1-1208,
Cayman Islands
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J.D. Clark & Co.
Secretary
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Trust Company
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2225 Washington Blvd.
Ogden, Utah 84401
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