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Name | Symbol | Market | Type |
---|---|---|---|
Special Opportunities Fund Inc | NYSE:SPE-B | NYSE | Preference Share |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.28 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(1)
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To elect Directors to the Fund’s Board of Directors as follows:
(a) four 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; and
(b) two 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; and
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(2)
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To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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By Order of the Board
of Directors,
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Phillip Goldstein
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Chairman of the Board
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1.
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Individual Accounts: Sign
your name exactly as it appears in the registration on the proxy card.
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2.
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Joint Accounts: Either party
may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
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3.
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Other Accounts: The capacity
of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
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Corporate accounts
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Valid Signature
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(1) ABC Corp.
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ABC Corp.
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John Doe, Treasurer
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(2) ABC Corp.
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John Doe, Treasurer
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(3) ABC Corp. c/o John Doe, treasurer
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John Doe
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(4) ABC Corp. profit sharing plan
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John Doe, Trustee
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Partnership accounts
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(1) The XYZ partnership
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Jane B. Smith, Partner
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(2) Smith and Jones, limited partnership
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Jane B. Smith, General Partner
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Trust accounts
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(1) ABC trust account
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Jane B. Doe, Trustee
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(2) Jane B. Doe, trustee u/t/d 12/18/78
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Jane B. Doe
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Custodial or estate accounts
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(1) John B. Smith, Cust. f/b/o
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John B. Smith, Jr. UGMA/UTMA
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John B. Smith
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(2) Estate of John B. Smith
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John B. Smith, Jr., Executor
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INDEPENDENT DIRECTOR NOMINEES
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Name, Address and
Age*
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Position(s)
Held
with the Fund
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Term of
Office and
Length of
Time Served
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Principal Occupation
During the Past Five
Years
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Number of
Portfolios
in Fund
Complex
Overseen by
Director**
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Other Directorships held
by
Director or Nominee for
Director
During the Past 5 Years
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Gerald Hellerman****
(85)
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Independent Director
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1 year; Since 2009
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Managing Director of Hellerman Associates (a financial and corporate consulting firm) since 1993 (which terminated activities as of
December 31, 2013).
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1
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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).
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Ben H. Harris
(54)
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Independent Director
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1 year; Since 2009
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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.
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1
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Trustee, High Income Securities Fund
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Charles C. Walden
(78)
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Independent Director
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1 year; Since 2009
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President and Owner of Sound Capital Associates, LLC (consulting firm).
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1
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Independent Chairman, Third Avenue Funds
(fund complex consisting of three funds and
one variable series trust) (until 2019).
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Marc Lunder (59)
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Independent Director
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1 year; Since 2015
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Managing Member of Lunder Capital LLC
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1
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None
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OFFICERS
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Name, Address and Age*
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Position(s) Held
with the Fund
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Term of Office and
Length of Time Served
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Principal Occupation
During the Past Five Years
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Andrew Dakos***
(see biography above)
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President as of
October 2009
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--
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--
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Rajeev Das***
(53)
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Vice-President as of
October 2009
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1 year; Since 2009
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Principal of the Adviser
since 2009.
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Thomas Antonucci ***
(53)
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Chief Financial Officer and Treasurer as of
January 2014
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1 year; Since 2014
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Director of Operations at Bulldog Investors
since November 2006.
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Phillip Goldstein***
(see biography above)
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Chairman and Secretary as of
October 2009
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--
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--
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Stephanie Darling***
(52)
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Chief Compliance Officer as of
April 2020
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1 year; Since 2020
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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.
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*
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The address for all Directors and officers is c/o Special Opportunities Fund, Inc., 615 East Michigan Street, Milwaukee, WI 53202.
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**
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The Fund Complex is comprised of only the Fund.
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***
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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.
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****
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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.
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Andrew Dakos.
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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.
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Phillip Goldstein.
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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.
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Ben H. Harris.
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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.
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Charles C. Walden.
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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.
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December 31,
2021
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December 31,
2020
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Fund
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$6,000
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$6,000
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Adviser
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$0
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$0
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Respectfully submitted,
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Ben H. Harris
Marc Lunder |
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Charles C. Walden, Chairman
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•
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a Form 4 filed by Ben Harris to report the conversion of shares of the Fund’s 3.50% Convertible Preferred Stock Series B on May 5,
2021;
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•
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a Form 4 filed by Marc Lunder to report the conversion of shares of shares of the Fund’s 3.50% Convertible Preferred Stock Series
B on June 23, 2021;
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a Form 4 filed by Charles Walden to report the conversion of shares of shares of the Fund’s 3.50% Convertible Preferred Stock
Series B on June 24, 2021; and
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•
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a Form 4 filed by Andrew Dakos to report the conversion of shares of the Fund’s 3.50% Convertible Preferred Stock Series B on July
9, 2021.
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Title of
Class
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class*
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Common Stock
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Relative Value Partners
Group, LLC
1033 Skokie Blvd., Suite 470
Northbrook, IL 0062
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2,273,415**
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19.83%
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Common Stock
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RiverNorth Capital Management, LLC
325 N. LaSalle Street, Ste. 645
Chicago, IL 60654
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892,250***
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7.78%
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Preferred Stock
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Relative Value Partners
Group, LLC
1033 Skokie Blvd., Suite 470
Northbrook, IL 0062
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1,463,533****
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62.68%
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*
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Percent of class is based on the number of shares of common and preferred stock of the Fund
outstanding as of October 13, 2022.
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**
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As reported to the SEC on Schedule 13G on August 11, 2022.
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***
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As reported to the SEC on Schedule 13G on February 14, 2022.
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****
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As reported to the SEC on Schedule 13G on August 11, 2022.
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By Order of the Board of Directors,
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Phillip Goldstein
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Chairman of the Board
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1.1
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14475
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1 Year Special Opportunities Chart |
1 Month Special Opportunities Chart |
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