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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 seven Trustees (Proposal 1);
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(2)
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To provide a non-binding advisory vote on whether the amendment to the Fund’s proxy voting policy is in the best interests of the Fund and its
shareholders (Proposal 2); and
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(3) |
To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.
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Your vote is important no matter how many shares you own
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Please indicate your voting instructions on the
enclosed proxy card, date and sign it, and return it in the postage paid envelope provided. If you sign, date and return the proxy
card but give no voting instructions, your shares : (i) will be voted “FOR” the proposal to elect the persons named therein as Trustees (i.e., Proposal 1), (ii) will “ABSTAIN” from voting on the non-binding advisory vote on whether the
amendment to the Fund’s proxy voting policy is in the best interests of the Fund and its shareholders (i.e., Proposal 2), and (iii) in the proxies’ discretion, on any other business that may properly arise at the Meeting. In order to avoid the additional expense to the Fund of further solicitation, we ask your cooperation in mailing in your enclosed proxy card
promptly.
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Registration
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Valid signature
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Corporate accounts
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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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Name, Address and Age
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Position(s) 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 |
Number of
Portfolios in
Fund Complex
Overseen by
Trustee*
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Other Directorships held by
Nominee During the Past Five Years |
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INTERESTED TRUSTEE NOMINEES
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Andrew Dakos** (55)
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President
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1 Year; Since 2018
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Partner of Bulldog Investors, LLP since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog
Investors group of private funds.
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1
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Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Director, Special Opportunities Fund, Inc.; Chairman, Swiss Helvetia Fund, Inc.;
Trustee, Crossroads Liquidating Trust (until 2020); Director, Emergent Capital, Inc. (until 2017)
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Phillip Goldstein** (76)
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Chairman and Secretary
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1 Year; Since 2018
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Partner of Bulldog Investors, LLP since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog
Investors group of private funds.
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1
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Chairman, The Mexico Equity & Income Fund, Inc.; Chairman, Special Opportunities Fund, Inc.; Director, Brookfield DTLA Fund Office Trust
Investor Inc.; Director, Swiss Helvetia Fund, Inc.; Director, MVC Capital, Inc. (from 2016-2020); Trustee, Crossroads Liquidating Trust (from 2016-2020); Chairman, Emergent Capital, Inc. (until 2017).
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Rajeev Das** (52)
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--
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1 Year; Since 2018
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Principal of Bulldog Investors, LLP.
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1
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Director, The Mexico Equity & Income Fund, Inc.
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INDEPENDENT TRUSTEE NOMINEES
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Gerald Hellerman (83)
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--
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1 Year; Since 2018
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Chief Compliance Officer of The Mexico Equity and Income Fund, Inc. and Special Opportunities Fund, Inc. (through March 2020)
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1
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Director, The Mexico Equity and Income Fund, Inc.;
Director, Special Opportunities Fund, Inc.; Director, MVC Capital, Inc. (until 2020); Trustee, Crossroads Liquidating Trust; Trustee (until 2020), Trustee, Fiera Capital Series Trust; Director, Swiss Helvetia Fund, Inc.; Director, Emergent Capital, Inc. (until 2017); Director,
Ironsides Partners Opportunity Offshore Fund Ltd. (until 2016).
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Mortiz Sell (54)
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--
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1 Year; Since 2018
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Founder and Principal of Edison Holdings GmbH.
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1
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Director, Aberdeen Australia Equity Fund; Director, Swiss Helvetia Fund, Inc.; Director, Aberdeen Global Income Fund, Inc.; Director, Aberdeen
Asia-Pacific Income Fund, Inc.; Chairman, Aberdeen Singapore Fund (until 2018); Director, Aberdeen Greater China Fund (until 2018).
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Richard Dayan (78)
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--
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1 Year; Since 2018
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Owner of Cactus Trading.
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1
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Director, Swiss Helvetia Fund, Inc.; Director of Emergent Capital, Inc. (until 2017).
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Ben H. Harris (52)
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--
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1 Year; Since 2018
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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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Director, Special Opportunities Fund, Inc.
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OFFICERS
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Andrew Dakos** (55)
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President
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1 Year; Since 2018
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Partner of Bulldog Investors, LLP; Principal of the former general partner of several private investment partnerships in the Bulldog Investors
group of funds.
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n/a
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n/a
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Thomas Antonucci** (52)
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Treasurer
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1 Year; Since 2018
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Director of Operations of Bulldog Investors, LLP
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n/a
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n/a
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Phillip Goldstein** (76)
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Chairman and Secretary
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1 Year; Since 2018
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Partner of Bulldog Investors, LLP; Principal of the former general partner of several private investment partnerships in the Bulldog Investors
group of funds.
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n/a
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n/a
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Stephanie Darling** (51)
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Chief Compliance Officer
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1 Year; Since 2018
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General Counsel and Chief Compliance Officer of Bulldog Investors, LLP; Chief Compliance Officer of Special Opportunities 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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n/a
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n/a
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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 each may be considered an “interested person” of the Fund within the meaning of the
1940 Act.
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Andrew Dakos
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Mr. Dakos has been the President and a Trustee of the Fund since 2018. Mr. Dakos has over 20 years of investment management
experience. He is currently a Partner in Bulldog Investors, LLP, an investment adviser registered with the SEC. He is also a principal of the former general partner of several private investment partnerships in the Bulldog Investors group
of private funds. Mr. Dakos is also a director of two other closed-end funds, and one subsidiary of a large commercial real estate company.
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Phillip Goldstein
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Mr. Goldstein has been the Chairman of the Board and the Secretary of the Fund since 2018. Mr. Goldstein has over 30 years of investment
management experience. He is currently a Partner in Bulldog Investors, LLP, an investment adviser registered with the SEC. He is also a principal of the former general partner of several private investment partnerships in the Bulldog
Investors group of funds. Mr. Goldstein is also a director of three other closed-end funds, and one subsidiary of a large commercial real estate company.
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Rajeev Das
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Mr. Das has been a Trustee of the Fund since 2018. He has over 20 years of investment management experience and currently serves as the
Head of Trading for Bulldog Investors, LLP, an investment adviser registered with the SEC. In addition to the Fund, Mr. Das serves as a director of one other closed-end fund. Mr. Das is currently the vice-president of a closed-end fund,
where he previously served as a director.
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Gerald Hellerman
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Mr. Hellerman has been a Trustee of the Fund since 2018. 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.
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Mortiz Sell
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Mr. Sell has been a Trustee of the Fund since 2018. Mr. Sell currently serves as Principal of Edison Holdings GMBH, a commercial real
estate and venture capital firm, and as Senior Advisor to Markston International LLC, an independent investment manager. From 1996 to 2013, he served as a Director, Market Strategist and Head of Proprietary Trading (London Branch) of
Landesbank Berlin AG and its predecessor, Landesbank Berlin Holding AG (formerly named Bankgesellschaft Berlin AG). Mr. Sell currently serves as a director of Aberdeen Australia Equity Fund, Swiss Helvetia Fund, Aberdeen Global Income Fund
and Aberdeen Asia Pacific Income Fund and previously served as a director of Aberdeen Singapore Fund (including as chairman of the board) and Aberdeen Greater China Fund.
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Richard Dayan
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Mr. Dayan has been a Trustee of the Fund since 2018. Mr. Dayan has been the President and owner of Cactus Trading, an importer and
exporter of clothing and accessories since 1990. Mr. Dayan formerly served for fifteen years as controller for Biltmore Textiles, a major textile company. Prior to that, he was an auditor for a public accounting firm.
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Ben H. Harris
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Mr. Harris has been a Trustee of the Fund since 2018. He has extensive experience in the management of private and public entities,
highly regulated entities and corporate restructurings. In addition to the Fund, Mr. Harris is currently a director of ten private companies and one other closed-end fund.
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Aggregate
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Pension or Retirement Benefits
Accrued as
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Estimated
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Total Compensation From Fund
and Fund
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Trustee
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Compensation
From
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Part of
Fund
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Annual
Benefits Upon
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Complex**
Paid to
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Name of Trustee
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Since*
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Fund
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Expenses
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Retirement
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Trustee
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Independent Trustees
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Gerald Hellerman
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2018
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$30,000
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None
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None
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$30,000
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Mortiz Sell
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2018
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$26,500
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None
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None
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$26,500
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Richard Dayan
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2018
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$26,500
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None
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None
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$26,500
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Ben H. Harris
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2018
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$25,000
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None
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None
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$25,000
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Interested Trustees
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Andrew Dakos
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2018
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$150,000
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None
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None
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$150,000
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Phillip Goldstein
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2018
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$150,000
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None
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None
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$150,000
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Rajeev Das
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2018
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$75,000
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None
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None
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$75,000
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*
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Trustees were elected at the Fund’s annual meeting of shareholders convened on April 27, 2018 and adjourned until May 21, 2018.
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**
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The Fund Complex is comprised of only the Fund.
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Name
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Position
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar
Range of Equity Securities In
All Funds
Overseen by Trustee in Family of
Investment Companies *
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Gerald Hellerman
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Independent Trustee
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Over $100,000
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Over $100,000
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Mortiz Sell
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Independent Trustee
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$50,001-$100,000
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$50,001-$100,000
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Richard Dayan
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Independent Trustee
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None
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None
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Ben H. Harris
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Independent Trustee
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$10,001-$50,000
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$10,001-$50,000
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Andrew Dakos**
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Interested Trustee and President
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Over $100,000
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Over $100,000
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Phillip Goldstein**
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Interested Trustee and Secretary
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Under $10,000
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Under $10,000
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Rajeev Das**
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Interested Trustee
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None
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None
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Thomas Antonucci**
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Treasurer
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None
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None
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Stephanie Darling**
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Chief Compliance Officer
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None
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None
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*
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The Family of Investment Companies is comprised of only the Fund.
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**
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Messrs. Dakos, Goldstein, Das and Antonucci and Ms. Darling each may be considered an “interested person” of the Fund within the meaning of the
1940 Act.
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Service
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2020
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2021
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Audit Fees
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$
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31,500
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$
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31,500
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Audit-Related Fees
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--
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--
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Tax Fees
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3,300
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3,300
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All Other Fees
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--
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--
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Total
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$
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34,800
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$
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34,800
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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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None
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N/A
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N/A
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It is important that you execute and return your proxy promptly.
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1.
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The name of the issuer of the portfolio security;
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2.
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The exchange ticker symbol of the portfolio security;
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3.
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The CUSIP number (may be omitted if it is not available through reasonably practicable means);
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4.
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The shareholder meeting date;
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5.
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A brief description of the matter voted on;
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6.
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Whether the matter was proposed by the issuer or the security holder;
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7.
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Whether the Fund cast its vote on the matter;
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8.
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How the Fund cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
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9.
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Whether the Fund cast its vote for or against management.
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