Special Opportunities Fund, Inc.
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 14, 2022
PROXY STATEMENT
This proxy statement (the “Proxy Statement”)
is furnished in connection with the solicitation of proxies by the Board of Directors of Special Opportunities Fund, Inc. (the “Fund”) for use at the Annual Meeting of Stockholders (the “Meeting”) to be held on December 14, 2022, at 10:00 a.m.,
Eastern time, at the offices of Blank Rome LLP, 1271 Avenue of the Americas, 16th Floor, New York, NY 10020, and at any and all adjournments or postponements thereof. A form of proxy for each of the holders of shares of the Fund’s common stock and preferred stock (the “Stockholders”) is enclosed herewith. This Proxy
Statement and accompanying forms of proxy are being first mailed to Stockholders on or about November 10, 2022.
For a proposal requiring the vote of holders of common stock and preferred stock, voting together as a single class, the
presence, in person or by proxy, of holders of common stock and preferred stock entitled to cast a majority of the votes entitled to be cast at the Meeting (i.e., the presence of a majority of the outstanding shares of stock of the Fund on the
record date, October 13, 2022) is necessary to constitute a quorum for the transaction of business. For a proposal requiring a vote by holders of preferred stock, voting separately as a class, the presence, in person or by proxy, of holders of
preferred stock entitled to cast a majority of the votes entitled to be cast at the Meeting (i.e., the presence of a majority of the outstanding shares of preferred stock of the Fund on the record date, October 13, 2022) is necessary to constitute
a quorum for such proposal. In the event that a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve any of the proposals are not received, the chairman of the Meeting may adjourn the
Meeting, or the persons named as proxies may propose one or more adjournments of the Meeting to a date not more than one hundred twenty (120) days after the original record date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. A Stockholder vote may be taken on one or more of the proposals in this Proxy Statement prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate. The persons named as proxies will vote those proxies that they are entitled to vote “FOR” or “AGAINST” any such proposal in their discretion.
Stockholders can vote by Internet by going to the following website address, www.voteproxy.com; by telephone by calling 1-800-776-9437; or by mail by completing the proxy card and returning it in the envelope provided. If the enclosed proxy is executed and returned, or an
internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by the Fund, by the execution of a later-dated proxy, by the Fund’s receipt of a subsequent valid internet
or telephonic vote, or by attending the Meeting and voting in person. To be effective, such revocation must be received by the Fund prior to the Meeting and must indicate the Stockholder’s name and account number. Unrevoked proxies will be voted
in accordance with the specifications therein and, unless specified to the contrary, will be voted “FOR” the election of the nominees for Director.
In general, abstentions and broker non-votes (reflected by signed but unvoted proxies), as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to any proposal where the broker does not have discretion. With respect to a proposal requiring the affirmative vote of a majority of the Fund’s outstanding shares of
common stock or preferred stock, the effect of abstentions and broker non-votes is the same as a vote against such proposal. Otherwise, abstentions and broker non-votes will have no effect on a proposal requiring a plurality of votes cast for
approval (i.e., Proposals 1(a) and 1(b)) or on a proposal which requires a majority of the votes validly cast. Broker non-votes occur when shares, held in the name of the broker or nominees for whom an executed proxy is received by the Fund, are
not voted on a proposal because voting instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power.
Only holders of issued and outstanding
shares of the Fund’s stock of record on the close of business on October 13, 2022 are entitled to notice of, and to vote at, the Meeting. Each such holder is entitled to one vote per share of common stock and one vote per share of preferred
stock held on October 13, 2022. As of the record date, October 13, 2022, there were 11,462,964 shares of the Fund’s common stock issued and outstanding and 2,334,954 shares of the Fund’s preferred stock issued and outstanding. The Fund is a closed-end, management investment company.
A copy of the Fund’s most recent semi-annual report for the period ended June 30, 2022 and the Fund’s most recent
annual report for the fiscal year ended December 31, 2021 may be obtained by visiting the Fund’s website at www.specialopportunitiesfundinc.com or may be
ordered free of charge by any Stockholder by writing to the Fund c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, or by telephone at 1-877-607-0414. These reports are also available on the U.S.
Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. The Fund’s most recent semi-annual report was mailed to Stockholders on August
29, 2022.
Required Vote for Adoption of Proposals.
Proposal 1(a) (to elect four Directors to the Fund’s Board of Directors, to be elected by the holders of the Fund’s
common stock and preferred stock, voting together as a single class, to serve until the Fund’s next Annual Meeting of Stockholders in 2023 and until their successors have been duly elected and qualified) requires the affirmative vote of a plurality
(i.e., a simple majority of the votes cast at the meeting) of the votes cast at the Meeting by the holders of the Fund’s common stock and preferred stock, in person or by proxy, on such Proposal, provided a quorum is present.
Proposal 1(b) (to elect two Directors to the Fund’s Board of Directors, to be elected by the holders of the Fund’s
preferred stock, voting as a separate class, to serve until the Fund’s next Annual Meeting of Stockholders in 2023 and until their successors have been duly elected and qualified) requires the affirmative vote of a plurality (i.e., a simple
majority of the votes cast at the meeting) of the votes cast at the Meeting by the holders of the Fund’s preferred stock, in person or by proxy, on such Proposal, provided a quorum is present.
PROPOSAL 1(A) AND (B): TO ELECT SIX DIRECTORS TO THE FUND’S BOARD OF DIRECTORS,
FOUR OF WHICH ARE TO BE ELECTED BY THE HOLDERS OF THE FUND’S COMMON STOCK
AND PREFERRED STOCK, AND TWO OF WHICH ARE TO BE ELECTED BY THE HOLDERS OF
THE FUND’S PREFERRED STOCK, IN EACH CASE TO SERVE UNTIL THE FUND’S NEXT ANNUAL
MEETING OF STOCKHOLDERS IN 2023 OR UNTIL THEIR SUCCESSORS HAVE BEEN DULY
ELECTED AND QUALIFIED
The Board of Directors is ordinarily comprised of six Directors. Proposal 1(a) relates to the election of four
Directors, which Directors are to be elected by the holders of the Fund’s common stock (“Common Stockholders”) and preferred stock (“Preferred Stockholders”), voting together as a single class. The Board of Directors has nominated Andrew Dakos,
Gerald Hellerman, Charles Walden and Ben Harris to be elected by the Common Stockholders and the Preferred Stockholders. Each of Messrs. Dakos, Hellerman, Walden and Harris currently serves on the Board of Directors.
Proposal 1(b) relates to the election of two Directors, which Directors are to be elected by the Preferred Stockholders,
voting as a separate class. The Board of Directors has nominated Phillip Goldstein and Marc Lunder to be elected by the Preferred Stockholders. Each of Messrs. Goldstein and Lunder currently serves on the Board of Directors.
In the event that one or all of the nominees become unavailable for election for any presently unforeseen reason, the
persons named in the form of proxy will vote for any successor nominee who shall be designated by the present Board of Directors.
At the Meeting, the Stockholders will be asked to vote for the election of Messrs. Dakos, Hellerman, Walden, Goldstein,
Harris and Lunder. If elected, Messrs. Dakos, Hellerman, Walden, Goldstein, Harris and Lunder will each serve until the Fund’s next Annual Meeting of Stockholders in 2023 or thereafter until each of their respective successors are duly elected and
qualified. If elected, Messrs. Dakos, Hellerman, Walden, Goldstein, Harris and Lunder have each consented to serve as Director of the Fund until
his successor is duly elected and qualified.
The persons named in the accompanying forms of proxy intend to vote at the Meeting (unless directed not to vote) “FOR”
the election of Messrs. Dakos, Hellerman, Walden, Goldstein, Harris and Lunder. The nominees named above have indicated that they will serve if elected, and the Board of Directors has no reason to believe that the nominees will become unavailable
for election as Directors; however, if Messrs. Dakos, Hellerman, Walden, Goldstein, Harris and Lunder should be unable to serve, the proxy will be voted for any other persons determined by the persons named in the accompanying forms of proxy in
accordance with their judgment.
Required Vote. Messrs.
Dakos, Hellerman, Walden and Harris must each be elected by a plurality (i.e., a simple majority of the votes cast at the Meeting) of the votes cast by the Common Stockholders and Preferred Stockholders, voting together as a single class, present
in person or represented by proxy at the Meeting, provided a quorum is present. Messrs. Goldstein and Lunder must each be elected by a plurality (i.e., a simple majority of the votes cast at the Meeting) of the votes cast by the Preferred
Stockholders, voting as a separate class, present in person or represented by proxy at the Meeting, provided a quorum is present. Abstentions and broker non-votes will be counted as shares present for quorum purposes, but otherwise will have no
effect on the plurality vote required for each Director.
Directors and Officers
Set forth below are the Directors, nominees for Directors and officers of the Fund, and their respective ages,
business addresses, positions and terms of office, principal occupations during the past five years, and other directorships held by them at October 13, 2022. Messrs. Harris, Hellerman, Lunder and Walden are each not considered an “interested
person” of the Fund within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”) (each an “Independent Director”). Prior to April 1, 2020, Mr. Hellerman was considered an “interested person” of the Fund within the meaning
of the 1940 Act because he served as the Fund’s Chief Compliance Officer. Messrs. Dakos and Goldstein are each considered Interested Directors because of their affiliation with the Adviser and their positions as officers of the Fund. In the past
10 years, there have been no legal proceedings against any of the directors, nominees or officers and none that are pending.
Name, Address and
Age*
|
Position(s)
Held
with the
Fund
|
Term of
Office and
Length of
Time Served
|
Principal Occupation
During the Past Five
Years
|
Number of
Portfolios
in Fund
Complex
Overseen by
Director**
|
Other Directorships held
by
Director or Nominee for
Director
During the Past 5 Years
|
INTERESTED DIRECTOR NOMINEES
|
Andrew Dakos***
(56)
|
President as of
October 2009.
|
1 year; Since 2009
|
Partner in the Adviser since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog
Investors group of private funds.
|
1
|
Trustee, High Income Securities Fund; Chairman, Swiss Helvetia Fund, Inc.; Director, Brookfield DTLA Fund Office Trust Investor,
Inc.; Trustee, Crossroads Liquidating Trust (until 2020); Director, Emergent Capital, Inc. (until 2017).
|
|
|
|
|
|
|
Phillip Goldstein***
(77)
|
Chairman and Secretary as of October 2009.
|
1 year; Since 2009
|
Partner in the Adviser since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog
Investors group of private funds.
|
1
|
Chairman, Mexico Equity and Income Fund, Inc.; Chairman, High Income Securities Fund; Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Director, Swiss Helvetia Fund, Inc.; Trustee, Crossroads Liquidating Trust (until 2020); Director, MVC Capital, Inc. (until 2020); Chairman, Emergent Capital, Inc. (until 2017).
|
INDEPENDENT DIRECTOR NOMINEES
|
Name, Address and
Age*
|
Position(s)
Held
with the Fund
|
Term of
Office and
Length of
Time Served
|
Principal Occupation
During the Past Five
Years
|
Number of
Portfolios
in Fund
Complex
Overseen by
Director**
|
Other Directorships held
by
Director or Nominee for
Director
During the Past 5 Years
|
Gerald Hellerman****
(85)
|
Independent Director
|
1 year; Since 2009
|
Managing Director of Hellerman Associates (a financial and corporate consulting firm) since 1993 (which terminated activities as of
December 31, 2013).
|
1
|
Director, The Mexico Equity and Income Fund, Inc.;
Trustee, High Income Securities Fund; Trustee, Fiera Capital Series Trust; Director, Swiss Helvetia Fund, Inc.; Director, MVC Capital, Inc (until 2020); Trustee, Crossroads Liquidating Trust (until 2020); Director, Emergent Capital, Inc.
(until 2017); Director, Ironsides Partners Opportunity
Offshore Fund Ltd. (until 2016).
|
Ben H. Harris
(54)
|
Independent Director
|
1 year; Since 2009
|
Chief Executive Officer of Hormel Harris Investments, LLC; Principal of NBC Bancshares, LLC; Chief Executive Officer of Crossroads
Capital, Inc.; Administrator of Crossroads Liquidating Trust.
|
1
|
Trustee, High Income Securities Fund
|
|
|
|
|
|
|
Charles C. Walden
(78)
|
Independent Director
|
1 year; Since 2009
|
President and Owner of Sound Capital Associates, LLC (consulting firm).
|
1
|
Independent Chairman, Third Avenue Funds
(fund complex consisting of three funds and
one variable series trust) (until 2019).
|
|
|
|
|
|
|
Marc Lunder (59)
|
Independent Director
|
1 year; Since 2015
|
Managing Member of Lunder Capital LLC
|
1
|
None
|
OFFICERS
|
Name, Address and Age*
|
Position(s) Held
with the Fund
|
Term of Office and
Length of Time Served
|
Principal Occupation
During the Past Five Years
|
Andrew Dakos***
(see biography above)
|
President as of
October 2009
|
--
|
--
|
|
|
|
|
Rajeev Das***
(53)
|
Vice-President as of
October 2009
|
1 year; Since 2009
|
Principal of the Adviser
since 2009.
|
|
|
|
|
Thomas Antonucci ***
(53)
|
Chief Financial Officer and Treasurer as of
January 2014
|
1 year; Since 2014
|
Director of Operations at Bulldog Investors
since November 2006.
|
|
|
|
|
Phillip Goldstein***
(see biography above)
|
Chairman and Secretary as of
October 2009
|
--
|
--
|
|
|
|
|
Stephanie Darling***
(52)
|
Chief Compliance Officer as of
April 2020
|
1 year; Since 2020
|
General Counsel and Chief Compliance Officer of Bulldog Investors, LLP; Chief Compliance Officer of High Income Securities Fund,
Swiss Helvetia Fund and Mexico Equity and Income Fund; Principal, the Law Office of Stephanie Darling; Editor-In-Chief, The Investment Lawyer.
|
*
|
The address for all Directors and officers is c/o Special Opportunities Fund, Inc., 615 East Michigan Street, Milwaukee, WI 53202.
|
**
|
The Fund Complex is comprised of only the Fund.
|
***
|
Messrs. Dakos, Goldstein, Das and Antonucci and Ms. Darling are each considered an “interested person” of the Fund within the
meaning of the 1940 Act because of their affiliation with Bulldog Investors, LLP, the Adviser, and their positions as officers of the Fund.
|
****
|
Mr. Hellerman was considered an “interested person” of the Fund within the meaning of the 1940 Act for the period prior to March 31,
2020 because he served as the Fund’s Chief Compliance Officer. Mr. Hellerman is not affiliated with Bulldog Investors, LLP. Beginning April 1, 2020, Mr. Hellerman is no longer considered an “interested person” of the Fund.
|
The Board believes that the significance of each Director’s experience, qualifications, attributes or skills is an
individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Director, or particular factor, being indicative of
the Board’s effectiveness. The Board currently does not have a formal diversity policy in place. The Board determined that each of the Directors is qualified to serve as a Director of the Fund based on a review of the experience, qualifications,
attributes and skills of each Director. In reaching this determination, the Board has considered a variety of criteria, including, among other
things: character and integrity; ability to review critically, evaluate, question and discuss information provided, to exercise effective business judgment in protecting stockholder interests and to interact effectively with the other Directors,
the Adviser, other service providers, counsel and the independent registered public accounting firm (“independent auditors”); and willingness and ability to commit the time necessary to perform the duties of a Director. Each Director’s ability to
perform his duties effectively is evidenced by his experience or achievements in the following areas: management or board experience in the investment management industry or companies in other fields, educational background and professional
training; and experience as a Director of the Fund. Information as of October 13, 2022 indicating the specific experience, skills, attributes and qualifications of each Director which led to the Board’s determination that the Director should serve
in this capacity is provided below.
Andrew Dakos.
|
Mr. Dakos has been the President and a Director of SPE since 2009. Mr. Dakos has over 15 years of investment management
experience. He is currently a principal of Bulldog Holdings, LLC, the owner of several entities formerly serving as general partner of certain private investment partnerships, and is a partner in Bulldog Investors, LLP, which serves as the
investment adviser of the Fund and separately-managed accounts. Mr. Dakos is also a director of two other closed-end funds, one subsidiary of a large commercial real estate company and one liquidating trust.
|
Phillip Goldstein.
|
Mr. Goldstein has been the Chairman of the Board and the Secretary of SPE since 2009. Mr. Goldstein has over 25 years of
investment management experience. He is currently a principal of Bulldog Holdings, LLC, the owner of several entities formerly serving as general partner of certain private investment partnerships, and is a partner in Bulldog Investors,
LLP, which serves as the investment adviser of the Fund and separately-managed accounts. Mr. Goldstein is also a director of three other closed-end funds, one subsidiary of a large commercial real estate company, one business development
company and one liquidating trust.
|
Ben H. Harris.
|
Mr. Harris has been a Director of SPE since 2009. He has extensive experience in the management of private and public entities,
highly regulated entities and corporate restructurings. In addition to the Funds, Mr. Harris is currently a director of ten private companies and one other closed-end fund.
|
Gerald Hellerman.
|
Mr. Hellerman has been a Director of SPE since 2009 and served as its Chief Compliance Officer from January 2010 to March 2020.
Mr. Hellerman has more than 40 years of financial experience, including serving as a Financial Analyst and Branch Chief at the U.S. Securities and Exchange Commission, Special Adviser to the U.S. Senate Antitrust and Monopoly Subcommittee
and as Chief Financial Analyst at the Antitrust Division of the U.S. Department of Justice for 17 years. He has served as a director of a number of public companies, including registered investment companies, and as a financial and
corporate consultant during the period from 1993 to 2014.
|
Marc Lunder
|
Mr. Lunder has been a Director of the Fund since 2015. He has over 25 years of experience in the financial industry and as a
private investor. Mr. Lunder is currently a private investor with experience evaluating public companies, private companies and investment funds.
|
Charles C. Walden.
|
Mr. Walden has been a Director of SPE since 2009. He has over 40 years of experience in investment management, including 30
years’ experience as a chief investment officer in the life insurance industry. He has served on the board of directors of mutual funds for over 20 years. Mr. Walden is a Chartered Financial Analyst.
|
Specific details regarding each Director’s principal occupations during the past five years are included in the table
above. The summaries set forth above as to the experience, qualifications, attributes and/or skills of the Directors do not constitute holding out the Board or any Director as having any special expertise or experience, and do not impose any
greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case.
Board Composition and
Leadership Structure. The Board currently consists of six individuals, two of whom are Interested Directors of the Adviser. The Chairman of the Board, Mr. Goldstein, is an Interested Director and is the Secretary of the Fund and is a
principal of the Adviser. The Board does not have a lead independent director.
The Board believes that its structure facilitates the orderly and efficient flow of information to the Directors from the
Adviser and other service providers with respect to services provided to the Fund, potential conflicts of interest that could arise from these relationships and other risks that the Fund may face. The Board further believes that its structure
allows all of the Directors to participate in the full range of the Board’s oversight responsibilities. The Board believes that the orderly and efficient flow of information and the ability to bring each Director’s talents to bear in overseeing the
Fund’s operations is important, in light of the size and complexity of the Fund and the risks that the Fund faces. Based on each Director’s experience and expertise with closed-end funds the Board believes that its leadership structure is
appropriate and efficient. The Board and its committees review their structures regularly, to help ensure that they remain appropriate as the business and operations of the Fund, and the environment in which the Fund operates, changes.
Currently, the Board has an Audit Committee, Nominating and Corporate Governance Committee and Valuation Committee. The
responsibilities of each committee and its members are described below.
Board’s Role in Risk
Oversight of the Fund. The Board oversees risk management for the Fund directly and, as to certain matters, through its committees. The Board exercises its oversight in this regard primarily through requesting and receiving reports from
and otherwise working with the Fund’s senior officers (including the Fund’s President, Chief Compliance Officer and Treasurer), portfolio management and other personnel of the Adviser, the Fund’s independent auditors, legal counsel and personnel
from the Fund’s other service providers. The Board has adopted, on behalf of the Fund, and periodically reviews with the assistance of the Fund’s Chief Compliance Officer, policies and procedures designed to address certain risks associated with
the Fund’s activities. In addition, the Adviser and the Fund’s other service providers also have adopted policies, processes and procedures designed to identify, assess and manage certain risks associated with the Fund’s activities, and the Board
receives reports from service providers with respect to the operation of these policies, processes and procedures as required and/or as the Board deems appropriate.
Compensation of Directors.
The Board does not have a standing compensation committee. Currently, each Independent Director receives an annual retainer equal to $45,000 for serving as a Director and attending the quarterly meetings of the Board, paid quarterly in arrears,
plus $5,000 for each special Board meeting attended in person (or $500 if attended by telephone). The Independent Directors each receive $500 for special committee meetings held in between regularly scheduled Board meetings. As additional annual
compensation, the Audit Committee Chairman, and Valuation Committee Chairman and Nominating and Corporate Governance Chairman each receives $5,000. Each Independent Director is entitled to receive such compensation for any partial quarter for
which he serves.
Directors who are “interested persons” of the Adviser will not receive any compensation for their services as
Directors. The Fund does not have a bonus, profit sharing, pension or retirement plan. No other entity affiliated with the Fund pays any compensation to the Directors. The table below details the amount of compensation the Fund’s Directors
received from the Fund during the fiscal year ended December 31, 2021.
Name of Person/Position
|
Aggregate
Compensation
From the Fund
|
Pension or
Retirement Benefits
Accrued as Part of
Fund Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total Compensation
from
Fund Complex Paid
to Directors*
|
Independent Directors
|
|
Marc Lunder
|
$48,500
|
None
|
None
|
$48,500
|
Ben H. Harris
|
$50,500
|
None
|
None
|
$50,500
|
Charles C. Walden
|
$50,500
|
None
|
None
|
$50,500
|
Gerald Hellerman
|
$45,500
|
None
|
None
|
$45,500
|
Interested Directors
|
|
Andrew Dakos
|
None
|
None
|
None
|
None
|
Phillip Goldstein
|
None
|
None
|
None
|
None
|
*
|
The Fund Complex is comprised of only the Fund.
|
|
Code of Ethics. The
Fund and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Section 204A and Rule 204A-1 under the Investment Advisers Act of 1940, respectively, that establishes procedures for personal investments and
restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund, so long as such investments are
made pursuant to the code’s requirements. Copies of these codes are available for inspection at the Public Reference Room of the SEC in Washington, D.C. Information regarding the operation of the Public Reference Room is available by calling the
SEC at 1-202-551-8090. Copies of the Fund’s and the Adviser’s codes of ethics are also available on the EDGAR Database on the SEC’s website at www.sec.gov,
and may also be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s
Public Reference Section, Washington, D.C. 20549-0102.
Management Ownership. To the knowledge of the Fund’s management, as of October 13, 2022, the Directors and officers of the Fund beneficially owned, as a group, less than 2% of
the shares of the Fund’s common stock and less than 1% of the
shares of the Fund’s preferred stock. The following table sets forth the aggregate dollar range of equity securities in the Fund that is owned by each Director, nominee for Director and officer as of October 13, 2022. The information as to beneficial ownership is based on statements
furnished to the Fund by each Director, nominee for Director and principal officer:
Name
|
Position
|
Dollar Range of Equity
Securities in the Fund
|
Aggregate Dollar Range
of Equity Securities in All Funds
Overseen by Director in Family of
Investment Companies*
|
Ben H. Harris
|
Independent Director
|
Over $100,000
|
Over $100,000
|
Gerald Hellerman
|
Independent Director
|
Over $100,000
|
Over $100,000
|
Marc Lunder
|
Independent Director
|
Over $100,000
|
Over $100,000
|
Charles C. Walden
|
Independent Director
|
Over $100,000
|
Over $100,000
|
Andrew Dakos**
|
Interested Director,
President
|
Over $100,000
|
Over $100,000
|
Phillip Goldstein**
|
Interested Director,
Chairman and Secretary
|
Over $100,000
|
Over $100,000
|
Thomas Antonucci**
|
Chief Financial Officer and
Treasurer
|
$0
|
$0
|
Rajeev Das**
|
Vice President
|
$10,001-$50,000
|
$10,001-$50,000
|
Stephanie Darling**
|
Chief Compliance Officer
|
$0
|
$0
|
*
|
The Family of Investment Companies is comprised of only the Fund.
|
|
**
|
Messrs. Dakos, Goldstein, Antonucci, and Das and Ms. Darling are each considered an “interested person” of the Fund within the
meaning of the 1940 Act because of their affiliation with Bulldog Investors, LLP, the Adviser, and their positions as officers of the Fund.
|
|
Director Transactions with Fund Affiliates. As
of December 31, 2021, neither the Independent Directors nor members of their immediate family owned securities beneficially or of record in the Adviser or any of its affiliates. Furthermore, over the past five years, neither the Independent
Directors nor members of their immediate family have had any direct or indirect interest, the value of which exceeds $120,000, in the Adviser or any of its affiliates. In addition, since the beginning of the last two fiscal years, neither the
Independent Directors nor members of their immediate family have conducted any transactions (or series of transactions) or maintained any direct or indirect relationship in which the amount involved exceeds $120,000 and to which the Adviser or any
of its affiliates was a party.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT COMMON STOCKHOLDERS AND PREFERRED STOCKHOLDERS VOTE “FOR” PROPOSAL
1(A) FOR ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR. ANY SIGNED BUT
UNMARKED PROXIES WILL BE SO VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES.
THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT PREFERRED STOCKHOLDERS VOTE “FOR” PROPOSAL 1(B) FOR ELECTION OF EACH OF
THE NOMINEES FOR PREFERRED DIRECTOR. ANY SIGNED BUT UNMARKED PROXIES WILL BE
SO VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES.
Additional Information about the Board of Directors
Board Meetings and Committees.
During the fiscal year ended December 31, 2021, each present Director and nominee for Director attended at least 75% of
the meetings of the Board and of the Committees of which he is a member, held since his respective election. During the fiscal year ended December 31, 2021, the Board met four times.
Audit Committee. The Board has established an Audit Committee that acts pursuant to a written charter (the “Audit Committee Charter”) and whose responsibilities are
generally: (i) to oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting and, as the Audit Committee deems appropriate, to inquire into the internal control over financial reporting of
certain third-party providers; (ii) to oversee the quality and integrity of the Fund’s financial statements and the independent audit thereof; (iii) to oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and
regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) to approve prior to appointment the engagement of the Fund’s independent auditors and, in
connection therewith, to review and evaluate the qualifications, independence and performance of the Fund’s independent auditors; and (v) to act as liaison between the Fund’s independent auditors and the full Board.
Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it,
the review of the Fund’s financial statements by the Audit Committee is not an audit, nor does the Audit Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the independent auditors for auditing, the
financial statements. Members of the Audit Committee are not full-time employees of the Fund and, in serving on the Audit Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews. In discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports,
or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom such Director reasonably believes to be reliable and competent in the matters presented; (2) legal
counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person’s professional or expert competence; or (3) a Board committee of which the Director is not a member.
The Audit Committee currently consists of Messrs. Harris, Walden and Lunder. None of the members of the Audit Committee
has any relationship to the Fund that may interfere with the exercise of his independence from management of the Fund, and each is independent as defined under the listing standards of the New York Stock Exchange (“NYSE”) applicable to closed-end
funds. Mr. Walden is the Chairman of the Audit Committee. During the fiscal year ended December 31, 2021, the Board’s Audit Committee met two times.
Nominating and Corporate
Governance Committee. The Board has also established a Nominating and Corporate Governance Committee that acts pursuant to a written
charter (the “Nominating and Corporate Governance Committee Charter”). The Nominating and Corporate Governance Committee is responsible for, among other things, identifying and selecting qualified individuals to become Board members and members of
Board committees and developing, adopting and periodically monitoring and updating the Fund’s corporate governance principles and policies.
The Nominating and Corporate Governance Committee currently consists of Messrs. Harris, Walden and Lunder. None of the
members is an “interested person” for purposes of the 1940 Act, and each is independent as defined under listing standards of the NYSE applicable to closed-end funds. Mr. Lunder is the Chairman of the Nominating and Corporate Governance
Committee. During the fiscal year ended December 31, 2021, the Board’s Nominating and Corporate Governance Committee met two times.
In nominating candidates, the Nominating
and Corporate Governance Committee believes that no specific qualifications or disqualifications are controlling or paramount, and that there are no specific qualities or skills necessary for each candidate to possess. In identifying and evaluating
nominees for Director, the Nominating and Corporate Governance Committee takes into consideration such factors as it deems appropriate. These factors may include: (i) whether or not the person is an “interested person” as defined in the 1940 Act,
meets the independence and experience requirements of the NYSE applicable to closed-end funds and is otherwise qualified under applicable laws and regulations to serve as a member of the Board; (ii) whether or not the person has any relationships
that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser and/or sub-adviser of the Fund, Fund service providers or their affiliates; (iii) whether or not the
person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Board member; (iv) the person’s judgment, skill, diversity and experience with investment companies and other organizations of
comparable purpose, complexity and size and subject to similar legal restrictions and oversight; (v) the interplay of the candidate’s experience with the experience of other Board members; and (vi) the extent to which the candidate would be a
desirable addition to the Board and any committees thereof.
The Nominating and Corporate Governance Committee will consider nominees recommended by Stockholders if a vacancy
occurs. In order to recommend a nominee, a Stockholder should send a letter to the chairperson of the Nominating and Corporate Governance Committee, c/o the Administrator, 615 East Michigan Street, Milwaukee, Wisconsin 53202, and indicate on the
envelope “Nominating and Corporate Governance Committee.” The Stockholder’s letter should state the nominee’s name, whether such nominee is to be elected by all stockholders or preferred stockholders only and should include the nominee’s résumé or
curriculum vitae, and must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by Stockholders. Stockholders can send other communications to the Board, c/o the
Administrator, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Valuation Committee. The
Board has also established a Valuation Committee. Its purpose is to (i) review all monthly reports and any other interim reports regarding the valuation of securities in the Fund’s portfolio, and (ii) review and approve the valuation of all fair
valued securities. The Valuation Committee consists of three of the Board’s Independent Directors, Messrs. Harris, Walden and Lunder. Mr. Harris serves as the Chairman of the Valuation Committee. The Valuation Committee of the Board met four
times during the fiscal year ended December 31, 2021.
Information Concerning the Fund’s Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP (“Tait Weller”) audited the Fund’s financial statements for the fiscal year ended December
31, 2021 and has been selected as the Fund’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
A representative of Tait Weller is expected to be present at the Meeting and will have the opportunity to make a
statement if he or she so desires. This representative will also be available to respond to appropriate questions.
Fees. The
following table sets forth the aggregate fees billed by Tait Weller for the fiscal years ended December 31, 2021 and December 31, 2020 for professional services rendered to the Fund:
|
Aggregate Total
for
Fiscal Year
Ended
December 31,
2021
|
Aggregate Total
for
Fiscal Year
Ended
December 31,
2020
|
Audit Fees
|
$39,000
|
$39,000
|
Audit-Related Fees
|
$2,000
|
$2,000
|
Tax Fees
|
$4,000
|
$4,000
|
All Other Fees
|
$0
|
$0
|
Fees included in the “audit fees” category are those associated with the annual audits of financial statements and
services that are normally provided in connection with statutory and regulatory filings.
Fees included in the “audit-related fees” category consist of services related to reading and providing comments on the
Fund’s semi-annual financial statements and the review of profitability report.
Fees included in the “tax fees” category comprise all services performed by professional staff in Tait Weller’s tax
division, except those services related to the audits. This category comprises fees for review of tax compliance, tax return preparation and excise tax calculations.
For the fiscal years ended December 31, 2021 and December 31, 2020, there were no fees billed by Tait Weller for other
services provided to the Fund. Fees included in the “all other fees” category would consist of services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on
other information systems, and other tax services unrelated to the Fund.
Of the time expended by Tait Weller to audit the Fund’s financial statements for the Fund’s most recent fiscal year, less
than 50% of such time involved work performed by persons other than Tait Weller’s full-time, permanent employees.
With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, there were no audit-related fees, or tax fees that were approved
by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2021 and December 31, 2020, and there were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception
for the fiscal years ended December 31, 2021 and December 31, 2020, on behalf of the Fund’s service providers that relate directly to the operations and financial reporting of the Fund.
All of the services performed by Tait Weller, including audit related and non-audit related services, were pre-approved
by the Audit Committee, as required under the Audit Committee Charter.
For the fiscal years ended December 31, 2021 and December 31, 2020, the aggregate fees billed by Tait Weller for
non-audit services rendered on behalf of the Fund, the Adviser and any entity controlling, controlled by, or under common control with the Adviser that provides (or during such fiscal year provided) services to the Fund is shown in the table below.
|
December 31,
2021
|
December 31,
2020
|
Fund
|
$6,000
|
$6,000
|
Adviser
|
$0
|
$0
|
Audit Committee Pre-Approval
The Audit Committee Charter contains the Audit Committee’s pre-approval policies and procedures. Reproduced below is an
excerpt from the Audit Committee Charter regarding such policies and procedures:
The Audit Committee shall:
approve prior to appointment the engagement of the auditor to provide other audit services to the
Fund or to provide non-audit services to the Fund, its investment adviser or any entity controlling, controlled by, or under common control with the investment adviser (“adviser affiliate”) that provides ongoing services to the Fund, if the
engagement relates directly to the operations and financial reporting of the Fund.