With its clean balance sheet, Hill is trading at revenue and EBITDA multiples substantially below its peers. However, as the company demonstrates improved profitability, this valuation gap should close. It has been reported that the company hired a banker to explore strategic alternatives, but any sale of the company is unlikely until it completes its financial restatement. An acquisition price at one-times sales for Hill would equate to an $8-to-$9 price per share.
|
Net asset value returns
|
1 year
|
5 years
|
Since 1/25/10
|
10 years*
|
Special Opportunities Fund, Inc.
|
15.93%
|
7.94%
|
8.72%
|
7.68%
|
Market price returns
|
||||
Special Opportunities Fund, Inc.
|
18.71%
|
9.09%
|
8.71%
|
8.34%
|
Index returns
|
||||
S&P 500® Index
|
21.83%
|
15.79%
|
14.28%
|
8.50%
|
Share price as of 12/31/17
|
|
Net asset value
|
$16.70
|
Market price
|
$14.88
|
*
|
The Fund’s investment objective and investment adviser have changed. See Note 1 of the Notes to financial statements for more information about the change in investment objective and see Note 2 of the Notes to financial statements for more information about the change in investment adviser. On January 25, 2010, the Fund began investing using its new investment objective, therefore, performance prior to that date is not relevant.
|
Value
|
Percent
|
|||||||
Investment Companies
|
$
|
103,496,294
|
72.91
|
%
|
||||
Common Stocks
|
59,264,980
|
41.75
|
||||||
Preferred Stocks
|
10,980,115
|
7.74
|
||||||
Money Market Funds
|
8,447,637
|
5.95
|
||||||
Corporate Notes
|
6,186,000
|
4.36
|
||||||
Liquidating Trusts
|
3,045,599
|
2.15
|
||||||
Convertible Notes
|
2,209,971
|
1.55
|
||||||
Senior Secured Notes
|
1,600,000
|
1.13
|
||||||
Warrants
|
508,763
|
0.36
|
||||||
Rights
|
319,495
|
0.22
|
||||||
Corporate Bonds
|
15,000
|
0.01
|
||||||
Total Investments
|
$
|
196,073,854
|
138.13
|
%
|
||||
Other Assets in Excess of Liabilities
|
1,471,992
|
1.04
|
||||||
Preferred Stock
|
(55,599,400
|
)
|
(39.17
|
)
|
||||
Total Net Assets
|
$
|
141,946,446
|
100.00
|
%
|
(1)
|
As a percentage of net assets.
|
Shares
|
Value
|
|||||||
INVESTMENT COMPANIES—72.91%
|
||||||||
Closed-End Funds—69.98%
|
||||||||
Aberdeen Chile Fund, Inc.
|
270,819
|
$
|
2,418,414
|
|||||
Aberdeen Emerging Markets Smaller Co. Opportunities Fund, Inc.
|
52,511
|
763,510
|
||||||
Aberdeen Greater China Fund, Inc.
|
138,369
|
1,724,092
|
||||||
Aberdeen Indonesia Fund, Inc.
|
124,140
|
948,430
|
||||||
Aberdeen Israel Fund, Inc.
|
114,992
|
2,199,797
|
||||||
Aberdeen Japan Equity Fund, Inc.
|
237,740
|
2,143,820
|
||||||
Aberdeen Latin America Equity Fund, Inc.
|
47,501
|
1,269,227
|
||||||
Aberdeen Singapore Fund, Inc.
|
174,593
|
2,168,445
|
||||||
Adams Diversified Equity Fund, Inc.
|
236,589
|
3,555,933
|
||||||
Alliance California Municipal Income Fund, Inc.
|
35,471
|
482,051
|
||||||
Alpine Global Premier Properties Fund
|
123,487
|
832,302
|
||||||
Alternative Asset Opps PCC Ltd. (a)(c)(f)(g)(h)
|
48,436
|
327
|
||||||
Asia Pacific Fund, Inc.
|
15,851
|
228,491
|
||||||
Asia Tigers Fund, Inc.
|
64,010
|
791,804
|
||||||
BlackRock New York Municipal Income Quality Trust
|
22,638
|
297,916
|
||||||
Boulder Growth & Income Fund, Inc.
|
423,000
|
4,691,070
|
||||||
British Empire Trust PLC (g)
|
9,873
|
96,576
|
||||||
Central Securities Corp.
|
233,873
|
6,408,120
|
||||||
China Fund, Inc.
|
291,673
|
6,314,720
|
||||||
Delaware Enhanced Global Dividend & Income Fund
|
316,580
|
3,840,115
|
||||||
Delaware Investments Dividend & Income Fund, Inc.
|
80,628
|
865,138
|
||||||
Deutsche High Income Opportunities Fund, Inc.
|
269,657
|
4,050,248
|
||||||
Deutsche Multi-Market Income Trust
|
357,688
|
3,165,539
|
||||||
Deutsche Strategic Income Trust
|
90,574
|
1,126,731
|
||||||
Dividend and Income Fund
|
14,878
|
199,812
|
||||||
Franklin Universal Trust
|
214,422
|
1,537,406
|
||||||
Gabelli Equity Trust, Inc.
|
61,961
|
383,539
|
||||||
Gabelli Global Small and Mid Cap Value Trust (a)
|
11,855
|
151,033
|
||||||
General American Investors Co., Inc.
|
46,245
|
1,590,828
|
||||||
Herzfeld Caribbean Basin Fund, Inc.
|
45,996
|
328,871
|
||||||
Invesco Pennsylvania Value Municipal Income Trust
|
62,566
|
760,177
|
||||||
Japan Smaller Capitalization Fund, Inc.
|
320,472
|
3,784,774
|
||||||
Juridica Investments Ltd. (g)(h)
|
495,258
|
69,375
|
||||||
Lazard Global Total Return and Income Fund, Inc.
|
80,671
|
1,452,078
|
||||||
Lazard World Dividend & Income Fund, Inc.
|
104,261
|
1,212,555
|
Shares
|
Value
|
|||||||
INVESTMENT COMPANIES—(continued)
|
||||||||
Closed-End Funds—(continued)
|
||||||||
Liberty All Star Equity Fund
|
237,108
|
$
|
1,493,780
|
|||||
MFS Charter Income Trust
|
2,693
|
22,837
|
||||||
Morgan Stanley Asia Pacific Fund, Inc.
|
186,237
|
3,426,761
|
||||||
Morgan Stanley East Europe Fund Escrow (a)
|
97,901
|
0
|
||||||
Nuveen Connecticut Quality Municipal Income Fund
|
138,775
|
1,654,198
|
||||||
Putnam High Income Securities Fund
|
397,476
|
3,585,234
|
||||||
Royce Value Trust, Inc.
|
37,200
|
601,524
|
||||||
Source Capital, Inc.
|
73,365
|
2,990,357
|
||||||
Taiwan Fund, Inc.
|
135,029
|
2,818,055
|
||||||
The New Ireland Fund, Inc.
|
77,459
|
970,561
|
||||||
The Swiss Helvetia Fund, Inc.
|
731,399
|
9,332,651
|
||||||
The Thai Fund, Inc.
|
214,165
|
2,304,415
|
||||||
Tri-Continental Corp.
|
263,420
|
7,096,535
|
||||||
Turkish Investment Fund, Inc. (c)(f)(h)
|
129,831
|
1,187,551
|
||||||
99,337,723
|
||||||||
Business Development Companies—2.93%
|
||||||||
Equus Total Return, Inc. (a)
|
106,919
|
256,606
|
||||||
Great Elm Capital Corp.
|
139,007
|
1,367,829
|
||||||
MVC Capital, Inc.
|
239,975
|
2,534,136
|
||||||
4,158,571
|
||||||||
Total Investment Companies (Cost $90,288,513)
|
103,496,294
|
|||||||
PREFERRED STOCKS—7.74%
|
||||||||
Real Estate Investment Trusts—7.74%
|
||||||||
Brookfield DTLA Fund Office Trust Investor, Inc.—Series A, 7.625%
|
170,778
|
4,918,406
|
||||||
Preferred Apartment Communities, Inc., 6.000% (c)(f)
|
6,083
|
6,061,709
|
||||||
Total Preferred Stocks (Cost $10,103,922)
|
10,980,115
|
|||||||
COMMON STOCKS—41.75%
|
||||||||
Consumer Finance—0.70%
|
||||||||
Emergent Capital, Inc. (a)
|
2,479,753
|
991,901
|
||||||
Health Care Equipment & Supplies—0.00%
|
||||||||
Xtant Medical Holdings, Inc. (a)
|
99
|
57
|
Shares
|
Value
|
|||||||
COMMON STOCKS—(continued)
|
||||||||
Hotels, Restaurants & Leisure—2.98%
|
||||||||
Tropicana Entertainment, Inc. (a)
|
74,709
|
$
|
4,226,288
|
|||||
Independent Power and Renewable Electricity Producers—0.04%
|
||||||||
VivoPower International PLC (a)(g)
|
18,304
|
52,166
|
||||||
Insurance—6.76%
|
||||||||
Stewart Information Services Corp.
|
226,908
|
9,598,209
|
||||||
Professional Services—4.00%
|
||||||||
Hill International, Inc. (a)
|
1,041,818
|
5,677,908
|
||||||
Real Estate Investment Trusts—4.80%
|
||||||||
New York REIT, Inc. (a)(h)
|
1,734,956
|
6,818,377
|
||||||
Real Estate Management & Development—0.06%
|
||||||||
Trinity Place Holdings, Inc. (a)
|
13,152
|
91,406
|
||||||
Shares/Units
|
||||||||
Special Purpose Acquisition Vehicle—22.41% (a)
|
||||||||
Andina Acquisition Corp. II (g)
|
67,789
|
698,227
|
||||||
Atlantic Acquisition Corp.
|
168,274
|
1,659,182
|
||||||
Avista Healthcare Public Acquisition Corp. (g)
|
121,090
|
1,201,213
|
||||||
Barington/Hilco Acquisition Corp.
|
15,611
|
162,511
|
||||||
Big Rock Partners Acquisition Corp. Units
|
111,602
|
1,142,224
|
||||||
Bison Capital Acquisition Corp. Units (g)
|
100,000
|
1,027,000
|
||||||
Black Ridge Acquisition Corp.
|
15,000
|
144,900
|
||||||
Black Ridge Acquisition Corp. Units
|
161,445
|
1,636,729
|
||||||
CM Seven Star Acquisition Corp. (g)
|
250,000
|
2,412,500
|
||||||
Constellation Alpha Capital Corp. (g)
|
50,000
|
486,000
|
||||||
Constellation Alpha Capital Corp. Units (g)
|
25,001
|
253,010
|
||||||
Draper Oakwood Technology Acquisition, Inc. Units
|
113,791
|
1,194,806
|
||||||
FlatWorld Acquisition Corporation (g)
|
105,702
|
8,456
|
||||||
Forum Merger Corp.
|
157,228
|
1,569,136
|
||||||
GigCapital, Inc. Units
|
77,400
|
774,000
|
||||||
Hunter Maritime Acquisition Corp. (g)
|
92,442
|
902,234
|
||||||
Hunter Maritime Acquisition Corp. Units (g)
|
1
|
10
|
||||||
I-AM Capital Acquisition Co.
|
113,791
|
1,120,841
|
||||||
Industrea Acquisition Corp. Units
|
273,098
|
2,747,366
|
||||||
KBL Merger Corp. IV Units
|
275,000
|
2,794,000
|
||||||
Leisure Acquisition Corp. Units
|
21,289
|
210,761
|
Shares/Units
|
Value
|
|||||||
COMMON STOCKS—(continued)
|
||||||||
Special Purpose Acquisition Vehicle—(continued)
|
||||||||
M I Acquisitions, Inc.
|
188,817
|
$
|
1,924,045
|
|||||
M III Acquisition Corp.
|
154,436
|
1,531,851
|
||||||
Modern Media Acquisition Corp.
|
106,604
|
1,046,851
|
||||||
Origo Acquisition Corp. (g)(i)
|
177,841
|
1,892,228
|
||||||
Pensare Acquisition Corp.
|
122,745
|
1,185,717
|
||||||
Pensare Acquisition Corp. Units
|
1
|
10
|
||||||
Stellar Acquisition III, Inc. (g)
|
204,002
|
2,082,860
|
||||||
31,808,668
|
||||||||
Total Common Stocks (Cost $59,297,733)
|
59,264,980
|
|||||||
Shares
|
||||||||
LIQUIDATING TRUSTS—2.15% (a)(c)(f)(h)
|
||||||||
BlackRock Defined Opportunity Credit Trust
|
27,356
|
410
|
||||||
Crossroads Liquidating Trust
|
292,681
|
187,316
|
||||||
JP Morgan China Region Fund, Inc.
|
192,486
|
960,609
|
||||||
Winthrop Realty Trust
|
295,985
|
1,897,264
|
||||||
Total Liquidating Trusts (Cost $3,385,054)
|
3,045,599
|
|||||||
Principal
|
||||||||
Amount
|
||||||||
CONVERTIBLE NOTES—1.55% (b)
|
||||||||
Emergent Capital, Inc.
|
||||||||
5.000%, 02/15/2023
|
$
|
3,206,898
|
1,936,165
|
|||||
Wheeler Real Estate Investment Trust(c)(f)
|
||||||||
9.000%, 12/15/2018
|
273,806
|
273,806
|
||||||
Total Convertible Notes (Cost $3,302,677)
|
2,209,971
|
|||||||
CORPORATE BONDS—0.01%
|
||||||||
Washington Mutual, Inc. (b)(c)(d)(f)
|
||||||||
0.000%, 03/17/2014
|
3,000,000
|
15,000
|
||||||
Total Corporate Bonds (Cost $0)
|
15,000
|
|||||||
CORPORATE NOTES—4.36% (b)
|
||||||||
Great Elm Capital Corp.
|
||||||||
6.500%, 09/18/2022
|
40,000
|
1,018,000
|
||||||
MVC Capital, Inc.
|
||||||||
6.250%, 11/30/2022
|
200,000
|
5,168,000
|
||||||
Total Corporate Notes ($6,000,000)
|
6,186,000
|
Principal
|
||||||||
Amount
|
Value
|
|||||||
SENIOR SECURED NOTES—1.13% (b)(c)(f)
|
||||||||
Emergent Capital, Inc.
|
||||||||
8.500%, 07/15/2021
|
$ |
1,600,000
|
$
|
1,600,000
|
||||
Total Senior Secured Notes (Cost $1,600,000)
|
1,600,000
|
|||||||
Shares
|
||||||||
WARRANTS—0.36% (a)
|
||||||||
Avista Healthcare Public Acquisition Corp.
|
||||||||
Expiration: December 2021
|
||||||||
Exercise Price: $11.50 (g)
|
121,090
|
33,917
|
||||||
Barington/Hilco Acquisition Corp.
|
||||||||
Expiration: February 2018
|
||||||||
Exercise Price: $12.50
|
15,611
|
1,093
|
||||||
Borqs Technologies, Inc.
|
||||||||
Expiration: August 2022
|
||||||||
Exercise Price: $12.00 (g)
|
104,449
|
18,279
|
||||||
China Lending Corp.
|
||||||||
Expiration: July 2021
|
||||||||
Exercise Price: $12.00 (g)
|
79,818
|
2,794
|
||||||
CM Seven Star Acquisition Corp.
|
||||||||
Expiration: November 2018
|
||||||||
Exercise Price: $11.50 (g)
|
125,000
|
36,250
|
||||||
COPsync, Inc.
|
||||||||
Expiration: October 2020
|
||||||||
Exercise Price: $3.125
|
10,794
|
5
|
||||||
Electrum Special Acquisition Corp.
|
||||||||
Expiration: June 2021
|
||||||||
Exercise Price: $11.50 (g)
|
46,800
|
18,954
|
||||||
Emergent Capital, Inc.
|
||||||||
Expiration: October 2019
|
||||||||
Exercise Price: $10.75 (c)(f)
|
8
|
0
|
||||||
Expiration: July 2025
|
||||||||
Exercise Price: $0.20 (c)(f)
|
640,000
|
0
|
||||||
Forum Merger Corp.
|
||||||||
Expiration: May 2022
|
||||||||
Exercise Price: $11.50
|
78,614
|
53,457
|
||||||
Hemisphere Media Group, Inc.
|
||||||||
Expiration: April 2018
|
||||||||
Exercise Price: $12.00
|
39,430
|
5,126
|
Shares
|
Value
|
|||||||
WARRANTS—(continued)
|
||||||||
Hunter Maritime Acquisition Corp.
|
||||||||
Expiration: October 2021
|
||||||||
Exercise Price: $11.50 (g)
|
46,221
|
$
|
13,913
|
|||||
I-AM Capital Acquisition Co.
|
||||||||
Expiration: October 2022
|
||||||||
Exercise Price: $11.50
|
113,791
|
37,551
|
||||||
M I Acquisitions, Inc.
|
||||||||
Expiration: November 2020
|
||||||||
Exercise Price: $11.50
|
188,817
|
66,086
|
||||||
M III Acquisition Corp.
|
||||||||
Expiration: August 2021
|
||||||||
Exercise Price: $11.50
|
131,580
|
103,948
|
||||||
Modern Media Acquisition Corp.
|
||||||||
Expiration: June 2022
|
||||||||
Exercise Price: $11.50
|
54,093
|
29,751
|
||||||
NextDecade Corp.
|
||||||||
Expiration: July 2022
|
||||||||
Exercise Price: $11.50
|
3,262
|
1,957
|
||||||
Origo Acquisition Corp.
|
||||||||
Expiration: December 2021
|
||||||||
Exercise Price: $11.50 (g)
|
23,814
|
11,831
|
||||||
Pensare Acquisition Corp.
|
||||||||
Expiration: August 2022
|
||||||||
Exercise Price: $11.50
|
19,254
|
10,590
|
||||||
Stellar Acquisition III, Inc.
|
||||||||
Expiration: March 2022
|
||||||||
Exercise Price: $11.50 (g)
|
204,002
|
63,261
|
||||||
Wheeler Real Estate Investment Trust, Inc.
|
||||||||
Expiration: December 2018
|
||||||||
Exercise Price: $4.75 (c)(f)
|
10,526
|
0
|
||||||
Total Warrants (Cost $453,679)
|
508,763
|
|||||||
RIGHTS—0.22% (a)
|
||||||||
Atlantic Acquisition Corp.
|
68,274
|
30,041
|
||||||
CM Seven Star Acquisition Corp. (g)
|
250,000
|
80,000
|
||||||
Dividend and Income Fund
|
14,878
|
0
|
||||||
Forum Merger Corp.
|
157,228
|
103,770
|
||||||
I-AM Capital Acquisition Co.
|
113,791
|
34,137
|
||||||
Modern Media Acquisition Corp.
|
103,859
|
40,505
|
Shares
|
Value
|
|||||||
RIGHTS—(continued)
|
||||||||
Origo Acquisition Corp. (g)
|
23,814
|
$
|
11,788
|
|||||
Pensare Acquisition Corp.
|
38,508
|
19,254
|
||||||
Total Rights (Cost $260,987)
|
319,495
|
|||||||
MONEY MARKET FUNDS—5.95%
|
||||||||
Fidelity Institutional Government Portfolio—Class I, 1.140% (e)
|
4,236,331
|
4,236,331
|
||||||
STIT-Treasury Portfolio—Institutional Class, 1.160% (e)
|
4,211,306
|
4,211,306
|
||||||
Total Money Market Funds (Cost $8,447,637)
|
8,447,637
|
|||||||
Total Investments (Cost $183,140,202)—138.13%
|
196,073,854
|
|||||||
Other Assets in Excess of Liabilities—1.04%
|
1,471,992
|
|||||||
Preferred Stock—(39.17)%
|
(55,599,400
|
)
|
||||||
TOTAL NET ASSETS—100.00%
|
$
|
141,946,446
|
(a)
|
Non-income producing security.
|
(b)
|
The coupon rate shown represents the rate at December 31, 2017.
|
(c)
|
Fair valued securities. The total market value of these securities was $12,183,992, representing 8.58% of net assets. Value determined using significant unobservable inputs.
|
(d)
|
Default or other conditions exist and security is not presently accruing income.
|
(e)
|
The rate shown represents the 7-day yield at December 31, 2017.
|
(f)
|
Illiquid securities. The total market value of these securities was $12,183,992, representing 8.58% of net assets.
|
(g)
|
Foreign-issued security.
|
(h)
|
Security currently undergoing a full liquidation with all proceeds paid out to shareholders.
|
(i)
|
Affiliated security.
|
Assets:
|
||||
Investments, at value:
|
||||
Non-affiliated companies (Cost $181,244,441)
|
$
|
194,181,626
|
||
Affiliated companies (Cost $1,895,761)
|
1,892,228
|
|||
Foreign currencies (Cost $872,513)
|
871,870
|
|||
Dividends and interest receivable
|
1,064,658
|
|||
Receivable for investments sold
|
21,244
|
|||
Other assets
|
35,282
|
|||
Total assets
|
198,066,908
|
|||
Liabilities:
|
||||
Preferred dividends accrued not yet declared
|
53,314
|
|||
Payable for investments purchased
|
146,530
|
|||
Advisory fees payable
|
172,014
|
|||
Administration fees payable
|
21,444
|
|||
Chief Compliance Officer fees payable
|
11,556
|
|||
Director fees payable
|
14,830
|
|||
Fund accounting fees payable
|
8,022
|
|||
Custody fees payable
|
7,493
|
|||
Transfer Agent fees payable
|
1,259
|
|||
Accrued expenses and other liabilities
|
84,600
|
|||
Total liabilities
|
521,062
|
|||
Preferred Stock:
|
||||
3.50% Convertible Preferred Stock—$0.001 par value, $25 liquidation value per share;
|
||||
2,223,976 shares outstanding
|
||||
Total preferred stock
|
55,599,400
|
|||
Net assets applicable to common shareholders
|
$
|
141,946,446
|
||
Net assets applicable to common shareholders:
|
||||
Common stock—$0.001 par value per common share; 199,995,800 shares authorized;
|
||||
8,500,968 shares issued and outstanding, 14,343,863 shares held in treasury
|
$
|
349,592,177
|
||
Cost of shares held in treasury
|
(220,518,502
|
)
|
||
Accumulated undistributed net investment income
|
358,800
|
|||
Accumulated net realized loss from investment activities
|
(419,049
|
)
|
||
Net unrealized appreciation (depreciation) on:
|
||||
Investments
|
12,933,652
|
|||
Foreign currency translations
|
(632
|
)
|
||
Net assets applicable to common shareholders
|
$
|
141,946,446
|
||
Net asset value per common share ($141,946,446 applicable to
|
||||
8,500,968 common shares outstanding)
|
$
|
16.70
|
For the year ended | ||||
December 31, 2017 | ||||
Investment income:
|
||||
Dividends
|
$
|
5,832,929
|
||
Interest
|
398,384
|
|||
Total investment income
|
6,231,313
|
|||
Expenses:
|
||||
Investment advisory fees
|
1,982,345
|
|||
Directors’ fees and expenses
|
165,216
|
|||
Administration fees and expenses
|
114,211
|
|||
Legal fees and expenses
|
75,755
|
|||
Compliance fees and expenses
|
52,271
|
|||
Audit fees
|
51,500
|
|||
Insurance fees
|
51,135
|
|||
Stock exchange listing fees
|
46,230
|
|||
Accounting fees and expenses
|
45,960
|
|||
Custody fees and expenses
|
42,914
|
|||
Reports and notices to shareholders
|
35,225
|
|||
Transfer agency fees and expenses
|
20,590
|
|||
Other expenses
|
51,135
|
|||
Net expenses
|
2,734,487
|
|||
Net investment income
|
3,496,826
|
|||
Net realized and unrealized gains (losses) from investment activities:
|
||||
Net realized gain (loss) from:
|
||||
Investments in securities of:
|
||||
Non-affiliated companies
|
6,456,192
|
|||
Affiliated companies
|
175
|
|||
Foreign currency translations
|
(35,059
|
)
|
||
Distributions received from investment companies
|
1,618,653
|
|||
Net realized gain
|
8,039,961
|
|||
Change in net unrealized appreciation (depreciation) on:
|
||||
Investments in securities of:
|
||||
Non-affiliated companies
|
11,416,850
|
|||
Affiliated companies
|
(3,533
|
)
|
||
Foreign currency translations
|
(632
|
)
|
||
Net realized and unrealized gains from investment activities
|
19,452,646
|
|||
Increase in net assets resulting from operations
|
22,949,472
|
|||
Distributions to preferred stockholders
|
(1,945,979
|
)
|
||
Net increase in net assets applicable to common shareholders resulting from operations
|
$
|
21,003,493
|
For the year ended | ||||
December 31, 2017 | ||||
Cash flows from operating activities:
|
||||
Net increase in net assets applicable to common shareholders
|
$
|
22,949,472
|
||
Adjustments to reconcile net increase in net assets applicable to common
|
||||
shareholders resulting from operations to net cash provided by operating activities:
|
||||
Purchases of investments
|
(116,277,989
|
)
|
||
Proceeds from sales of investments
|
100,120,762
|
|||
Net purchases and sales of short-term investments
|
19,800,645
|
|||
Return of capital distributions received from underlying investments
|
6,570,705
|
|||
Amortization and accretion of premium and discount
|
(21,791
|
)
|
||
Increase in dividends and interest receivable
|
(700,451
|
)
|
||
Decrease in receivable for investments sold
|
26,031
|
|||
Decrease in other assets
|
2,524
|
|||
Decrease in payable for investments purchased
|
(643,211
|
)
|
||
Increase in payable to Adviser
|
11,430
|
|||
Decrease in accrued expenses and other liabilities
|
(9,321
|
)
|
||
Net distributions received from investment companies
|
1,618,653
|
|||
Net realized gains from investments and foreign currency translations
|
(8,039,961
|
)
|
||
Net foreign currency translation
|
247,994
|
|||
Net change in unrealized appreciation of investments
|
(11,413,317
|
)
|
||
Net cash provided by operating activities
|
14,242,175
|
|||
Cash flows from financing activities:
|
||||
Distributions paid to common shareholders
|
(11,306,287
|
)
|
||
Distributions paid to preferred shareholders
|
(1,945,979
|
)
|
||
Repurchase of common stock
|
(118,039
|
)
|
||
Net cash used in financing activities
|
(13,370,305
|
)
|
||
Net change in cash
|
$
|
871,870
|
||
Cash:
|
||||
Beginning of year
|
—
|
|||
End of year
|
$
|
871,870
|
For the
|
For the
|
|||||||
year ended
|
year ended
|
|||||||
December 31, 2017
|
December 31, 2016
|
|||||||
From operations:
|
||||||||
Net investment income
|
$
|
3,496,826
|
$
|
5,352,314
|
||||
Net realized gain (loss) from:
|
||||||||
Investments in securities of:
|
||||||||
Non-affiliated companies
|
6,456,192
|
(1,598,738
|
)
|
|||||
Affiliated companies
|
175
|
—
|
||||||
Foreign currency translations
|
(35,059
|
)
|
—
|
|||||
Distributions received from investment companies
|
1,618,653
|
4,624,828
|
||||||
Net change in unrealized appreciation (depreciation) on:
|
||||||||
Investments in securities of:
|
||||||||
Non-affiliated companies
|
11,416,850
|
2,743,597
|
||||||
Affiliated companies
|
(3,533
|
)
|
—
|
|||||
Foreign currency translations
|
(632
|
)
|
—
|
|||||
Net increase in net assets resulting from operations
|
22,949,472
|
11,122,001
|
||||||
Distributions paid to preferred shareholders:
|
||||||||
Net investment income
|
(872,444
|
)
|
(500,199
|
)
|
||||
Net realized gains from investment activities
|
(1,073,535
|
)
|
(174,739
|
)
|
||||
Total dividends and distributions paid to preferred shareholders
|
(1,945,979
|
)
|
(674,938
|
)
|
||||
Net increase in net assets applicable to common shareholders
|
||||||||
resulting from operations
|
21,003,493
|
10,447,063
|
||||||
Distributions paid to common shareholders:
|
||||||||
Net investment income
|
(2,773,728
|
)
|
(4,939,527
|
)
|
||||
Net realized gains from investment activities
|
(8,532,559
|
)
|
(1,952,399
|
)
|
||||
Total dividends and distributions paid to common shareholders
|
(11,306,287
|
)
|
(6,891,926
|
)
|
||||
Capital Stock Transactions (Note 5)
|
||||||||
Repurchase of common stock through tender offer
|
—
|
(17,951,500
|
)
|
|||||
Repurchase of common stock
|
(118,039
|
)
|
(4,661,968
|
)
|
||||
Total capital stock transactions
|
(118,039
|
)
|
(22,613,468
|
)
|
||||
Net increase (decrease) in net assets applicable
|
||||||||
to common shareholders
|
9,579,167
|
(19,058,331
|
)
|
|||||
Net assets applicable to common shareholders:
|
||||||||
Beginning of year
|
132,367,279
|
151,425,610
|
||||||
End of year
|
$
|
141,946,446
|
$
|
132,367,279
|
||||
Accumulated undistributed net investment income
|
$
|
358,800
|
$
|
174,485
|
For the year ended December 31,
|
||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||
$
|
15.56
|
$
|
15.11
|
$
|
16.94
|
$
|
18.70
|
$
|
17.22
|
|||||||||
0.44
|
0.63
|
0.41
|
0.22
|
0.92
|
||||||||||||||
2.26
|
0.64
|
(1.09
|
)
|
1.02
|
3.00
|
|||||||||||||
2.70
|
1.27
|
(0.68
|
)
|
1.24
|
3.92
|
|||||||||||||
(0.10
|
)
|
(0.06
|
)
|
—
|
—
|
(0.16
|
)
|
|||||||||||
(0.13
|
)
|
(0.02
|
)
|
—
|
—
|
—
|
||||||||||||
2.47
|
1.19
|
(0.68
|
)
|
1.24
|
3.76
|
|||||||||||||
(0.33
|
)
|
(0.58
|
)
|
(0.35
|
)
|
(0.19
|
)
|
(1.10
|
)
|
|||||||||
(1.00
|
)
|
(0.23
|
)
|
(0.84
|
)
|
(1.29
|
)
|
(1.11
|
)
|
|||||||||
(1.33
|
)
|
(0.81
|
)
|
(1.19
|
)
|
(1.48
|
)
|
(2.21
|
)
|
|||||||||
0.00
|
(6)
|
0.07
|
0.08
|
—
|
—
|
|||||||||||||
—
|
—
|
—
|
(1.44
|
)
|
0.00
|
(6)
|
||||||||||||
—
|
—
|
(0.04
|
)
|
(0.08
|
)
|
(0.07
|
)
|
|||||||||||
$
|
16.70
|
$
|
15.56
|
$
|
15.11
|
$
|
16.94
|
$
|
18.70
|
|||||||||
$
|
14.88
|
$
|
13.65
|
$
|
13.20
|
$
|
15.37
|
$
|
17.45
|
|||||||||
15.93
|
%
|
8.45
|
%
|
(3.47
|
)%
|
(1.01
|
)%
|
21.98
|
%
|
|||||||||
18.71
|
%
|
9.51
|
%
|
(6.13
|
)%
|
(3.59
|
)%
|
31.27
|
%
|
|||||||||
1.92
|
%
|
1.75
|
%
|
1.50
|
%
|
1.42
|
%
|
2.66
|
%(8)
|
|||||||||
1.92
|
%
|
1.75
|
%
|
1.50
|
%
|
1.51
|
%
|
2.66
|
%(8)
|
|||||||||
1.92
|
%
|
1.75
|
%
|
1.50
|
%
|
1.40
|
%
|
1.83
|
%
|
|||||||||
2.45
|
%
|
3.61
|
%
|
2.40
|
%
|
1.18
|
%
|
5.66
|
%
|
|||||||||
2.45
|
%
|
3.61
|
%
|
2.40
|
%
|
1.27
|
%
|
5.66
|
%
|
|||||||||
$
|
141,946
|
$
|
132,367
|
$
|
151,426
|
$
|
172,203
|
$
|
132,074
|
|||||||||
$
|
55,599
|
$
|
55,599
|
N/A
|
N/A
|
$
|
37,424
|
|||||||||||
59
|
%
|
49
|
%
|
48
|
%
|
59
|
%
|
58
|
%
|
|||||||||
2,223,976
|
2,223,976
|
N/A
|
N/A
|
748,486
|
||||||||||||||
$
|
89
|
$
|
85
|
N/A
|
N/A
|
$
|
226
|
(1)
|
Recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests.
|
(2)
|
Total net asset value return is calculated assuming a $10,000 purchase of common stock at the current net asset value on the first day of each period reported and a sale at the current net asset value on the last day of each period reported, and assuming reinvestment of dividends and other distributions at the net asset value on the ex-dividend date. Total investment return based on net asset value is hypothetical as investors can not purchase or sell Fund shares at net asset value but only at market prices. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.
|
(3)
|
Total market price return is calculated assuming a $10,000 purchase of common stock at the current market price on the first day of each period reported and a sale at the current market price on the last day of each period reported, and assuming reinvestment of dividends and other distributions to common shareholders at the lower of the NAV or the closing market price on the ex-dividend date. Total investment return does not reflect brokerage commissions and has not been annualized for the period of less than one year. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.
|
(4)
|
Does not include expenses of the investment companies in which the Fund invests.
|
(5)
|
Does not include expenses of the investment companies in which the Fund invests, interest expenses, or dividends on short positions.
|
(6)
|
Less than 0.5 cents per share.
|
(7)
|
Expense ratios net of fee waivers by investment advisor and administrator excluding interest expense and dividends on short positions based on total average net assets including liquidation value of preferred stock were 1.38%, 1.56%, N/A, N/A, and 1.43% for the years ended December 31, 2017, 2016, 2015, 2014, and 2013, respectively.
|
(8)
|
The ratio of expenses to average net assets includes preferred distribution expense. The before waiver and expense reimbursement and after waiver and expense reimbursement ratios excluding preferred distribution expense were 1.83% and 1.83%, respectively.
|
Level 1—
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
Level 2—
|
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
Level 3—
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
|
Quoted Prices in
|
||||||||||||||||
Active Markets
|
||||||||||||||||
for Identical
|
Significant Other
|
Unobservable
|
||||||||||||||
Investments
|
Observable Inputs
|
Inputs
|
||||||||||||||
(Level 1)*
|
(Level 2)*
|
(Level 3)**
|
Total
|
|||||||||||||
Investment Companies
|
$
|
102,308,416
|
$
|
—
|
$
|
1,187,878
|
$
|
103,496,294
|
||||||||
Preferred Stocks
|
||||||||||||||||
Real Estate Investment Trusts
|
4,918,406
|
—
|
6,061,709
|
10,980,115
|
||||||||||||
Common Stocks
|
||||||||||||||||
Consumer Finance
|
991,901
|
—
|
—
|
991,901
|
||||||||||||
Health Care Equipment & Supplies
|
57
|
—
|
—
|
57
|
||||||||||||
Hotels, Restaurants & Leisure
|
4,226,288
|
—
|
—
|
4,226,288
|
||||||||||||
Independent Power & Renewable
|
||||||||||||||||
Electricity Producers
|
—
|
52,166
|
—
|
52,166
|
||||||||||||
Insurance
|
9,598,209
|
—
|
—
|
9,598,209
|
||||||||||||
Professional Services
|
5,677,908
|
—
|
—
|
5,677,908
|
||||||||||||
Real Estate Investment Trusts
|
6,818,377
|
—
|
—
|
6,818,377
|
||||||||||||
Real Estate Management
|
||||||||||||||||
& Development
|
91,406
|
—
|
—
|
91,406
|
||||||||||||
Special Purpose
|
||||||||||||||||
Acquisition Vehicles
|
20,453,439
|
11,355,229
|
—
|
31,808,668
|
||||||||||||
Liquidating Trusts
|
—
|
—
|
3,045,599
|
3,045,599
|
||||||||||||
Convertible Notes
|
—
|
1,936,165
|
273,806
|
2,209,971
|
||||||||||||
Corporate Bonds
|
—
|
—
|
15,000
|
15,000
|
||||||||||||
Corporate Notes
|
—
|
6,186,000
|
—
|
6,186,000
|
||||||||||||
Senior Secured Notes
|
—
|
—
|
1,600,000
|
1,600,000
|
||||||||||||
Warrants
|
438,785
|
69,978
|
0
|
508,763
|
||||||||||||
Rights
|
289,454
|
30,041
|
—
|
319,495
|
||||||||||||
Money Market Funds
|
8,447,637
|
—
|
—
|
8,447,637
|
||||||||||||
Total
|
$
|
164,260,283
|
$
|
19,629,579
|
$
|
12,183,992
|
$
|
196,073,854
|
*
|
Transfers between Levels are recognized at the end of the reporting period.
|
**
|
The Fund measures Level 3 activity as of the beginning and end of each financial reporting period.
|
Transfers into Level 1
|
||||
Common Stock
|
||||
Special Purpose Acquisition Vehicle
|
$
|
698,227
|
||
Transfers out of Level 1
|
||||
Common Stock
|
||||
Independent Power & Renewable Electricity Producers
|
(52,166
|
)
|
||
Special Purpose Acquisition Vehicle
|
(170,977
|
)
|
||
Warrants
|
(3,892
|
)
|
||
Net transfers in and/or out of Level 1
|
$
|
471,192
|
||
Transfers into Level 2
|
||||
Common Stock
|
||||
Independent Power & Renewable Electricity Producers
|
$
|
52,166
|
||
Special Purpose Acquisition Vehicle
|
170,977
|
|||
Warrants
|
3,892
|
|||
Transfers out of Level 2
|
||||
Common Stock
|
||||
Special Purpose Acquisition Vehicle
|
(698,227
|
)
|
||
Net transfers in and/or out of Level 2
|
$
|
(471,192
|
)
|
Derivatives not accounted
|
Statement of Assets &
|
|
for as hedging instruments
|
Liabilities Location
|
Value
|
Equity Contracts—Warrants
|
Investments, at value
|
$508,763
|
Amount of Realized Gain on Derivatives Recognized in Income
|
||
Derivatives not accounted
|
Statement of
|
|
for as hedging instruments
|
Operations Location
|
Value
|
Equity Contracts—Warrants
|
Net Realized Gain
|
$106,005
|
on Investments
|
||
Change in Unrealized Appreciation on Derivatives Recognized in Income
|
||
Derivatives not accounted
|
Statement of
|
|
for as hedging instruments
|
Operations Location
|
Total
|
Equity Contracts—Warrants
|
Net change in unrealized
|
$6,188
|
appreciation of investments
|
Transfers
|
||||||||||||||||||||||||||||
into
|
Change in
|
|||||||||||||||||||||||||||
Balance
|
Level 3/
|
Realized
|
unrealized
|
Balance
|
||||||||||||||||||||||||
as of
|
Acquis-
|
Dispo-
|
Corporate
|
Gain
|
appreciation
|
as of
|
||||||||||||||||||||||
Category
|
12/31/2016
|
itions
|
sitions
|
Actions
|
(Loss)
|
(depreciation)
|
12/31/2017
|
|||||||||||||||||||||
Closed End
|
||||||||||||||||||||||||||||
Funds
|
$
|
31,339
|
$
|
1,319,977
|
$
|
(45,134
|
)
|
$
|
(31,960
|
)
|
$
|
3,886
|
$
|
(90,500
|
)
|
$
|
1,187,878
|
|||||||||||
Auction Rate
|
||||||||||||||||||||||||||||
Preferred
|
||||||||||||||||||||||||||||
Securities
|
348,000
|
7,718,750
|
(8,930,125
|
)
|
—
|
873,875
|
(10,500
|
)
|
—
|
|||||||||||||||||||
Commodity
|
||||||||||||||||||||||||||||
Partnerships
|
11,736,382
|
—
|
(11,736,382
|
)
|
—
|
(1,126,211
|
)
|
1,126,211
|
—
|
|||||||||||||||||||
Preferred
|
||||||||||||||||||||||||||||
Stocks
|
5,976,547
|
—
|
—
|
—
|
—
|
85,162
|
6,061,709
|
|||||||||||||||||||||
Liquidating
|
||||||||||||||||||||||||||||
Trusts
|
1,957,500
|
342,128
|
—
|
1,582,029
|
—
|
(836,058
|
)
|
3,045,599
|
||||||||||||||||||||
Convertible
|
||||||||||||||||||||||||||||
Notes
|
280,000
|
—
|
(6,194
|
)
|
—
|
—
|
—
|
273,806
|
||||||||||||||||||||
Corporate
|
||||||||||||||||||||||||||||
Bonds
|
22,500
|
—
|
—
|
—
|
—
|
(7,500
|
)
|
15,000
|
||||||||||||||||||||
Senior
|
||||||||||||||||||||||||||||
Secured
|
||||||||||||||||||||||||||||
Notes
|
500,000
|
1,600,000
|
(525,000
|
)
|
—
|
25,000
|
—
|
1,600,000
|
||||||||||||||||||||
Warrants
|
0
|
0
|
—
|
—
|
—
|
0
|
0
|
|||||||||||||||||||||
$
|
20,852,268
|
$
|
10,980,855
|
$
|
(21,242,835
|
)
|
$
|
1,550,339
|
$
|
(223,450
|
)
|
$
|
266,815
|
$
|
12,183,992
|
Impact to
|
|||||||
Valuation
|
|||||||
Fair Value
|
from an
|
||||||
December 31,
|
Valuation
|
Unobservable
|
increase in
|
||||
2017
|
Methodologies
|
Input(1)
|
Input(2)
|
||||
Closed End Funds
|
$
|
1,187,878
|
Market Assessment
|
Liquidation Value
|
Increase
|
||
and Company-
|
|||||||
Specific Information
|
|||||||
Preferred Stocks
|
6,061,709
|
Cost
|
Market Assessments/
|
Increase
|
|||
Financial Assessments
|
|||||||
Liquidating Trusts
|
3,045,599
|
Last Traded Price
|
Financial Assessments/
|
Increase
|
|||
Company Announcements
|
|||||||
Convertible Notes
|
273,806
|
Cost
|
Terms of the Note/ Financial
|
Increase
|
|||
Assessments/ Company
|
|||||||
Announcements
|
|||||||
Corporate Bonds
|
15,000
|
Market Transactions
|
Single Broker Quote
|
Increase
|
|||
Approach
|
|||||||
Senior Secured Notes
|
1,600,000
|
Cost
|
Terms of the Note/ Financial
|
Increase
|
|||
Assessments/ Company
|
|||||||
Announcements
|
|||||||
Warrants
|
0
|
Market Transactions
|
Discount to Market Price
|
Decrease
|
|||
Approach
|
for Share Restrictions
|
(1)
|
In determining certain inputs, management evaluates a variety of factors including economic conditions, foreign exchange rates, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments.
|
(2)
|
This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.
|
For the
|
For the
|
|||||||
year ended
|
year ended
|
|||||||
Distributions paid to common shareholders from:
|
December 31, 2017
|
December 31, 2016
|
||||||
Ordinary income
|
$
|
5,068,989
|
$
|
4,939,527
|
||||
Long-term capital gains
|
6,237,298
|
1,952,399
|
||||||
Total distributions paid
|
$
|
11,306,287
|
$
|
6,891,926
|
||||
For the
|
For the
|
|||||||
year ended
|
year ended
|
|||||||
Distributions paid to preferred shareholders from:
|
December 31, 2017
|
December 31, 2016(1)
|
||||||
Ordinary income
|
$
|
872,444
|
$
|
446,885
|
||||
Long-term capital gains
|
1,073,535
|
174,739
|
||||||
Total distributions paid
|
$
|
1,945,979
|
$
|
621,624
|
(1)
|
The difference between book and tax distributions is due to accrued, but not yet paid distributions to preferred shareholders.
|
Tax cost of investments
|
$
|
184,449,245
|
||
Unrealized appreciation
|
23,367,788
|
|||
Unrealized depreciation
|
(10,871,309
|
)
|
||
Net unrealized appreciation
|
12,496,479
|
|||
Undistributed ordinary income
|
719,718
|
|||
Undistributed long-term gains
|
—
|
|||
Total distributable earnings
|
719,718
|
|||
Other accumulated/gains losses and other temporary differences
|
(343,426
|
)
|
||
Total accumulated gains
|
$
|
12,872,771
|
Share
|
Share
|
Change in
|
|||||||
Balance at
|
Balance at
|
Unrealized
|
Value at
|
Acquis-
|
|||||
Issuer
|
Dec. 31,
|
Addi-
|
Reduc-
|
Dec. 31,
|
Realized
|
Appreciation
|
Dividend
|
Dec. 31,
|
ition
|
Name
|
2016
|
tions
|
tions
|
2017
|
Gain
|
(Depreciation)
|
Income
|
2017
|
Cost
|
Origo
|
|||||||||
Acquisition
|
|||||||||
Corp.*
|
0
|
178,763
|
(922)
|
177,841
|
$175
|
$(3,533)
|
$—
|
$1,892,228
|
$1,895,761
|
*
|
Origo Acquisition Corp. is a Special Purpose Acquisition Company (SPAC). A SPAC is publicly-traded buyout company that raises money in order to pursue the acquisition of an existing company.
|
Proposal to elect Ben Harris as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
7,357,270
|
99.05%
|
86.47%
|
70,400
|
Proposal to elect Andrew Dakos as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
6,681,603
|
89.96%
|
78.53%
|
746,067
|
Proposal to elect Gerald Hellerman as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
6,673,885
|
89.85%
|
78.44%
|
753,785
|
Proposal to elect Charles C. Walden as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
7,357,270
|
99.05%
|
86.47%
|
70,400
|
Proposal to elect Phillip Goldstein as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
1,868,061
|
86.36%
|
84.00%
|
294,962
|
Proposal to elect Marc Lunder as a director:
|
|||
FOR
|
% of Quorum
|
% of O/S
|
WITHHELD
|
2,090,937
|
96.67%
|
94.02%
|
72,086
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
||||
and
|
in Fund
|
Other
|
|||
Position(s)
|
Length
|
Principal Occupation
|
Complex
|
Directorships
|
|
Name, Address
|
Held with
|
of Time
|
During the Past
|
Overseen
|
held by
|
and Age*
|
the Fund
|
Served
|
Five Years
|
by Director**
|
Director
|
INTERESTED DIRECTORS
|
|||||
Andrew Dakos***
|
President
|
1 year;
|
Member of the Adviser since
|
1
|
Director, Emergent
|
(51)
|
as of
|
Since
|
2009; Chief Compliance Officer
|
Capital, Inc.
|
|
October
|
2009
|
of the Adviser from 2009-2012;
|
(f/k/a Imperial
|
||
2009.
|
|
Principal of the general partner
|
Holdings, Inc.);
|
||
of several private investment
|
Director,
|
||||
partnerships in the Bulldog
|
Crossroads Capital,
|
||||
Investors group of private funds.
|
Inc. (f/k/a BDCA
|
||||
Venture, Inc.).
|
|||||
Phillip Goldstein***
|
Chairman
|
1 year;
|
Member of the Adviser since
|
1
|
Chairman, Mexico
|
(73)
|
and
|
Since
|
2009; Principal of the general
|
Equity and Income
|
|
Secretary
|
2009
|
partner of several private
|
Fund, Inc.; Director,
|
||
as of
|
investment partnerships in the
|
MVC Capital, Inc.;
|
|||
October
|
Bulldog Investors group of
|
Director, Emergent
|
|||
2009.
|
private funds.
|
Capital, Inc.
|
|||
(f/k/a Imperial
|
|||||
Holdings, Inc.);
|
|||||
Director,
|
|||||
Crossroads Capital,
|
|||||
Inc. (f/k/a BDCA
|
|||||
Venture, Inc.).
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
||||
and
|
in Fund
|
Other
|
|||
Position(s)
|
Length
|
Principal Occupation
|
Complex
|
Directorships
|
|
Name, Address
|
Held with
|
of Time
|
During the Past
|
Overseen
|
held by
|
and Age*
|
the Fund
|
Served
|
Five Years
|
by Director**
|
Director
|
INDEPENDENT DIRECTORS
|
|||||
Gerald Hellerman****
|
Chief
|
1 year;
|
Managing Director of Hellerman
|
1
|
Director, Mexico
|
(80)
|
Compliance
|
Since
|
Associates (a financial and
|
Equity and Income
|
|
Officer
|
2009
|
corporate consulting firm) since
|
Fund, Inc.; Director,
|
||
as of
|
1993 (which terminated activities
|
MVC Capital, Inc.;
|
|||
January
|
as of December, 31, 2013).
|
Director, Emergent
|
|||
2010.
|
|
Capital, Inc. (f/k/a
|
|||
Imperial Holdings,
|
|||||
Inc.); Director,
|
|||||
Crossroads Capital,
|
|||||
Inc. (f/k/a BDCA
|
|||||
Venture, Inc.);
|
|||||
Trustee, Fiera
|
|||||
Capital Series Trust;
|
|||||
Director, Ironsides
|
|||||
Partners Opportunity
|
|||||
Offshore Fund Ltd.
|
|||||
(until 2016);
|
|||||
Director, Brantley
|
|||||
Capital Corporation
|
|||||
(until 2013).
|
|||||
Marc Lunder
|
—
|
1 year;
|
Managing Member of Lunder
|
1
|
None
|
(54)
|
Effective
|
Capital LLC.
|
|||
January 1,
|
|||||
2015
|
|||||
Ben Harris
|
—
|
1 year;
|
Principal and Director of NHI II,
|
1
|
None
|
(49)
|
Since
|
LLC and NBC Bancshares, LLC.
|
|||
2009
|
Chief Executive Officer of
|
||||
Crossroads Capital, Inc.
|
|||||
Charles C. Walden
|
—
|
1 year;
|
President and Owner of Sound
|
1
|
Independent
|
(73)
|
Since
|
Capital Associates, LLC
|
Chairman, Third
|
||
2009
|
(consulting firm).
|
Avenue Funds
|
|||
(fund complex
|
|||||
consisting of five
|
|||||
funds and one
|
|||||
variable series
|
|||||
trust).
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
||||
and
|
in Fund
|
Other
|
|||
Position(s)
|
Length
|
Principal Occupation
|
Complex
|
Directorships
|
|
Name, Address
|
Held with
|
of Time
|
During the Past
|
Overseen
|
held by
|
and Age*
|
the Fund
|
Served
|
Five Years
|
by Director**
|
Director
|
OFFICERS
|
|||||
Andrew Dakos***
|
President
|
1 year;
|
Member of the Adviser since
|
n/a
|
n/a
|
(51)
|
as of
|
Since
|
2009; Chief Compliance
|
||
October
|
2009
|
Officer of the Adviser from
|
|||
2009.
|
2009-2012; Principal of the
|
||||
general partner of several
|
|||||
private investment partnerships
|
|||||
in the Bulldog Investors group
|
|||||
of private funds.
|
|||||
Rajeev Das***
|
Vice-
|
1 year;
|
Principal of the Adviser.
|
n/a
|
n/a
|
(49)
|
President
|
Since
|
|||
as of
|
2009
|
||||
October
|
|||||
2009.
|
|||||
Phillip Goldstein***
|
Chairman
|
1 year;
|
Member of the Adviser
|
n/a
|
n/a
|
(73)
|
and
|
Since
|
since 2009; Principal of the
|
||
Secretary
|
2009
|
general partner of several
|
|||
as of
|
private investment
|
||||
October
|
partnerships in the Bulldog
|
||||
2009.
|
Investors group of funds.
|
||||
Gerald Hellerman****
|
Chief
|
1 year;
|
Managing Director of Hellerman
|
n/a
|
n/a
|
(80)
|
Compliance
|
Since
|
Associates (a financial
|
||
Officer
|
2009
|
and corporate consulting
|
|||
as of
|
firm) since 1993 (which
|
||||
January
|
terminated activities as of
|
||||
2010.
|
December, 31, 2013).
|
Term of
|
Number of
|
||||
Office
|
Portfolios
|
||||
and
|
in Fund
|
Other
|
|||
Position(s)
|
Length
|
Principal Occupation
|
Complex
|
Directorships
|
|
Name, Address
|
Held with
|
of Time
|
During the Past
|
Overseen
|
held by
|
and Age*
|
the Fund
|
Served
|
Five Years
|
by Director**
|
Director
|
Thomas Antonucci***
|
Chief
|
1 year;
|
Director of Operations
|
n/a
|
n/a
|
(47)
|
Financial
|
Since
|
of the Adviser.
|
||
Officer
|
2014
|
||||
and
|
|||||
Treasurer
|
|||||
as of
|
|||||
January
|
|||||
2014.
|
*
|
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 are each considered an “interested person” of the Fund within the meaning of the 1940 Act because of their affiliation with Bulldog Investors, LLC, the Adviser, and their positions as officers of the Fund.
|
|
****
|
Mr. Hellerman is considered an “interested person” of the Fund within the meaning of the 1940 Act because he serves as the Fund’s Chief Compliance Officer. Mr. Hellerman is not affiliated with Bulldog Investors, LLC.
|
1.
|
Information from the Consumer: this category includes information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and
|
|
2.
|
Information about the Consumer’s transactions: this category includes information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).
|
December 31, 2017
|
December 31, 2016
|
|
Registrant
|
$7,000
|
$7,000
|
Registrant’s Investment Adviser
|
$0
|
$0
|
Period
|
(a)
Total Number of Shares (or Units)
Purchased
|
(b)
Average Price Paid per Share (or Unit)
|
(c)
Total Number of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
(d)
Maximum Number (or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
7/1/2017 to 7/31/2017
|
0
|
0
|
N/A
|
N/A
|
8/1/2017 to 8/31/2017
|
0
|
0
|
N/A
|
N/A
|
9/1/2017 to 9/30/2017
|
2,957
|
15.46
|
N/A
|
N/A
|
10/1/2017 to 10/31/2017
|
0
|
0
|
N/A
|
N/A
|
11/1/2017 to 11/30/2017
|
4,625
|
15.63
|
N/A
|
N/A
|
12/1/2017 to 12/31/2017
|
0
|
0
|
N/A
|
N/A
|
Total
|
7,582
|
15.57
|
N/A
|
N/A
|
(a)
|
The Registrant’s President and Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.
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1
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This paragraph was added pursuant to an amendment to this Code of Ethics dated as of January 17, 2018.
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1.
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Is there any current order for any advisory client(s) to purchase or sell the same Security or its equivalent (the same issuer or some derivative, e.g., option or warrant)?
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YES
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☐
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NO
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☐
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2.
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Is the Security being considered for purchase or sale for any advisory client?
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YES
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☐
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NO
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☐
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3. |
Is the Security owned by any advisory client(s)?
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YES
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☐
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NO
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☐
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4.
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For portfolio managers, has the Security been bought or sold for advisory client account(s) within the last 15 calendar days?
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YES
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☐
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NO
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☐
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5.
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Do you have any material nonpublic information about the Security or the Fund?
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YES
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☐
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NO
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☐
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6. |
Is the Security an IPO?
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YES
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☐
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NO
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☐
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7. |
Is the Security a Limited Offering?
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YES
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☐
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NO
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☐
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8.
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Should this Security be considered an investment opportunity for clients?
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YES
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☐
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NO
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☐
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9.
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Has this Security been purchased or sold by you or in an account related to you in the past 60 days?
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YES
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☐
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NO
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☐
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1.
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Name: ____________________________________________________________________________________________________________________
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2.
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Identify household members:
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3.
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List all brokerage or bank accounts in which you or your immediate family members and others residing in your household have a beneficial interest and maintain accounts:
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FIRM | ADDRESS | ACCOUNT NUMBER | |||
4.
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Do you have any outside employment or business activity?
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YES
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☐
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NO
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☐
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If YES, Describe:
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5.
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Do you serve as a Director, Officer, Trustee, Member, Partner, or in any other capacity, for any other entity?
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YES
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☐
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NO
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☐
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If YES, Describe:
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6.
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Have you received any gifts from, or made any gifts to, clients, labor union or official, or anyone else doing business with the firm, other than gifts of nominal value (defined as greater than $100)?
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YES
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☐
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NO
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☐
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If YES, Describe:
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7.
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Have you made any charitable contributions to clients or anyone doing business with the firm in an amount greater than $1,000?
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YES
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☐
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NO
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☐
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If YES, Describe:
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8.
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Do you own any interests in any securities or other investments not included on your brokerage statements, e.g., private placements, limited partnerships, etc. (non-custodied securities)?
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YES
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☐
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NO
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☐
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If YES, List:
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9.
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Do you have any ownership interest (a minimum of 5% interest) in other entities (public or non-public) not included on brokerage statements?
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YES
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☐
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NO
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☐
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If YES, List:
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10.
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Have you reviewed, understand, and agree to comply with the Code of Ethics and all current policies and procedures regarding personal securities trading and insider trading activity at our firm?
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YES
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☐
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NO
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☐
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Signature: ____________________________
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Date: ________________________________
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1.
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any account in which the Funds’ investment adviser or any access person has no direct or indirect influence or control,
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2.
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direct obligations of the U.S. Government, e.g., U.S. Treasury bills, notes and bonds,
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3.
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high quality short-term instruments, e.g., U.S. bank certificates of deposit, bankers’ acceptances, and commercial paper, and money market mutual funds; and
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4.
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Units of unit investment trusts, so long as the unit investment trust is neither managed by our firm, any affiliate of our firm, nor invested in affiliated mutual funds.
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____
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Attached brokerage statement(s)
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____
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Attached Holdings Report, or
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____
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I have arranged for the Firm to receive automatic duplicate confirms and statements of securities transactions and holdings which meet the reporting requirements.
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__________________________________________
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________________________
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Access Person Signature
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Date Submitted
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__________________________________________
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________________________
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Reviewed by (CCO or designated person)
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Date
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Name of Security &
Ticker Symbol or CUSIP # (if applicable)
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# of
Shares
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Principal
Amount
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Name of Broker Dealer or Bank
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__________________________________________
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________________________
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Access Person Signature
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Date Submitted
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__________________________________________
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________________________
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Reviewed by (CCO or designated person)
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Date
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1.
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Please complete all sections;
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2.
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Print, sign and date the form;
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3.
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Send to Chief Compliance Officer (or designated person), and
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4.
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Send before the deadline dates noted above.
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Name of Security1
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Date of
Transaction
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Purchase/
Sale
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No. of Shares or
Principal Amount
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Price
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Broker, Dealer
or Other Party
Through
Whom
Transaction
Was Made
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1
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Including interest rate and maturity, if applicable.
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Broker, Dealer or Bank
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Account Number
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Date
Established
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Date: __________________________________
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Signature: ________________________________
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Name: ____________________________________
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Name of Security2
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No. of Shares
or Principal
Amount
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Registration
on Security or
Account
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Nature of
Interest
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Broker, Dealer
or Bank
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Date: __________________________________
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Signature: ________________________________
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Name: ____________________________________
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2
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Including interest rate and maturity, if applicable.
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1.
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I have reviewed this report on Form N-CSR of Special Opportunities Fund, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 5, 2018
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/s/ Andrew Dakos
Andrew Dakos President |
1.
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I have reviewed this report on Form N-CSR of Special Opportunities Fund, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 5, 2018
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/s/ Thomas Antonucci
Thomas Antonucci Chief Financial Officer |
/s/ Andrew Dakos
Andrew Dakos
President, Special Opportunities Fund, Inc.
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/s/ Thomas Antonucci
Thomas Antonucci
Chief Financial Officer, Special Opportunities Fund, Inc.
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Dated: March 5, 2018
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Dated: March 5, 2018
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