specialopp_n-px.htm  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

 
 
FORM N-PX
 
 
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 


Investment Company Act file number 811-07528


Special Opportunities Fund, Inc.
(Exact name of registrant as specified in charter)


 
615 East Michigan Street
 
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)


Andrew Dakos
Bulldog Investors, LLC
Park 80 West
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(Name and address of agent for service)

Copy to:
Thomas R. Westle, Esq.
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

Registrant's telephone number, including area code: 1-877-607-0414




Date of fiscal year end: December 31, 2015


Date of reporting period: July 1, 2014– June 30, 2015



 
 

 

Item 1. Proxy Voting Record.

 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Clough Global Equity Fund
7/15/2014
18914C100
GLQ
 
       
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Withhold All
For
1-Directors: 01-Edmund J. Burke,02-John F. Mee
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Clough Global Allocation Fund
7/15/2014
18913Y103
GLV
 
       
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Withhold All
For
1-Directors: 01-Adam D. Crescenzi,02-Jerry G. Rutledge,03-
Vincent W. Versaci
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Montgomery Street Income
Securities Inc.
7/22/2014
614115103
MTS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Withhold All
For
1-Directors: 01-Richard J. Bradshaw,02-Victor L. Hymes,03-
Wendell G. Van Auken, 04-Nancy E. Wallace
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Consent cut-off
CUSIP
Ticker
Single Touch Systems, Inc.
7/31/2014
82932T107
SITO
 
 
 

 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-NOW, THEREFORE, IT IS RESOLVED, THAT THE STOCKHOLDERS OF THE COMPANY HEREBY APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD OF DIRECTORS (THE "BOARD") OF THE COMPANY TO EFFECT THE REVERSE STOCK SPLIT, INCLUDING HAVING THE DISCRETION AS TO WHETHER OR ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meetting date
CUSIP
Ticker
 
HELIOS STRATEGIC INCOME FUND
7/18/2014
42328A203
H S A
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION BETWEEN BROOKFIELD HIGH INCOME FUND INC. ("HHY") AND HELIOS STRATEGIC INCOME FUND, INC. ("HSA") AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING, AMONG OTHER THINGS: (I) THE TRANSFER BY HSA OF ALL OF ITS ASSETS TO HHY IN EXCHANGE SOLELY FOR NEWLY ISSUED ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
BLACKROCK MUNY 2018 TERM
TRUST W7
7/30/2014
09248C205
BPK ARPS
       
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-Directors: 01-Paul L. Audet,02-Michael J. Castellano,03-Glenn
Hubbard, 04-W. Carl Kester
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
       
 
Company Name
Meeting Date
CUSIP
Ticker
MADISON STRATEGIC SECTOR
PREMIUM FUND
7/31/2014
558268108
MSP
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Withhold all Nominees
For
1-Directors: 01-  FRANK E. BURGESS ,02- STEVEN P. RIEGE
Issuer
 
 
 

 
 
     
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
 
Company Name
Meetting date
ISIN
Ticker
 
INVESCO ASIA TRUST PLC ORD UIT
8/1/2014
GB0004535307
IAT LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO RECEIVE THE REPORT OF THE DIRECTORS' AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2014
Issuer
For
For
2-TO DECLARE A FINAL DIVIDEND AS RECOMMENDED
Issuer
For
For
3-TO APPROVE THE DIRECTORS' REMUNERATION POLICY
Issuer
For
For
4-TO APPROVE THE CHAIRMAN'S ANNUAL STATEMENT AND REPORT ON REMUNERATION
Issuer
For
For
5- TO RE-ELECT CAROL FERGUSON AS A DIRECTOR OF THE COMPANY
Issuer
For
For
6-TO RE-APPOINT THE AUDITOR AND AUTHORISE THE DIRECTORS TO DETERMINE THEIR REMUNERATION
Issuer
For
For
7-TO AUTHORISE THE DIRECTORS TO ALLOT SECURITIES
Issuer
For
For
8-TO AUTHORISE THE DIRECTORS TO ALLOT SECURITIES DISAPPLYING STATUTORY PRE-EMPTION RIGHTS
Issuer
For
For
9-TO AUTHORISE THE DIRECTORS TO BUY BACK UP TO 14.99 PER CENT OF THE COMPANY'S ISSUED ORDINARY SHARES
Issuer
For
For
10-TO APPROVE THE CANCELLATION OF THE SHARE PREMIUM ACCOUNT
Issuer
For
For
11-THAT THE PERIOD OF NOTICE REQUIRED FOR GENERAL MEETINGS OF THE COMPANY (OTHER THAN AGM'S) SHALL NOT BE LESS THAN 14 DAYS
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Consent cut-off
CUSIP
Ticker
Winthrop Realty Trust
8/5/2014
976391300
FUR
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
APPROVAL OF THE PLAN OF LIQUIDATION OF WINTHROP REALTY TRUST INCLUDING THE SALE OF OUR ASSETS AND THE DISSOLUTION OF OUR COMPANY DESCRIBED THEREIN, AND THE APPROVAL AND RATIFICATION OF THE TRANSACTIONS DESCRIBED IN THE PROXY STATEMENT WHICH WINTHROP REALTY TRUST AND ITS BOARD OF TRUSTEES HAVE UNDERTAKEN IN CONNECTION WITH THE PLAN OF LIQUIDATION.
Issuer
 
 
 
 

 
 
For
For
APPROVAL OF THE PROPOSAL TO PERMIT THE BOARD OF TRUSTEES TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE ITEM 1.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
JETPAY CORPORATION
8/5/2014
477177109
JTPY
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-Directors: 01-  DIANE (VOGT) FARO ,02-  ROBERT B. PALMER
Issuer
For
For
2- RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS JETPAY'S REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
TECHNOGLASS
8/12/2014
G87264100
TGLS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
ELECTION OF DIRECTOR: SAMUEL R. AZOUT
Issuer
For
For
ELECTION OF DIRECTOR: JUAN CARLOS VILARINO
Issuer
For
For
ELECTION OF DIRECTOR: MARTHA (STORMY) L. BYORUM
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
AMERICAN SELECT PORTFOLIO
8/15/2014
029570108
SLA
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-TO APPROVE AN AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH EACH TARGET FUND WILL MERGE WITH AND INTO DRAIF MERGER SUB, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF DIVERSIFIED REAL ASSET INCOME FUND, A NEWLY ORGANIZED MASSACHUSETTS BUSINESS TRUST (THE "ACQUIRING FUND"), ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
 
 

 
 
 
For
For
2.A-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN FUND ADVISORS, LLC.
Issuer
For
For
2.B-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN ASSET MANAGEMENT, LLC.
Issuer
For
For
1-Directors: 01-  ROGER A. GIBSON  ,02-  JOHN P. KAYSER ,03-LEONARD W. KEDROWSKI,04- RICHARD K. RIEDERER ,05-JAMES M. WADE
Issuer
 
*** UNDER SEPARATE PROXY FORM
WITH CUSIP 029570N11
     
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
 
AMERICAN STRATEGIC INCOME II
8/15/2014
030099105
BSP
       
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-TO APPROVE AN AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH EACH TARGET FUND WILL MERGE WITH AND INTO DRAIF MERGER SUB, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF DIVERSIFIED REAL ASSET INCOME FUND, A NEWLY ORGANIZED MASSACHUSETTS BUSINESS TRUST (THE "ACQUIRING FUND"), ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
For
For
2.A-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN FUND ADVISORS, LLC.
Issuer
For
For
2.B-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN ASSET MANAGEMENT, LLC.
Issuer
For
For
1-Directors: 01-  ROGER A. GIBSON  ,02-  JOHN P. KAYSER ,03-LEONARD W. KEDROWSKI,04- RICHARD K. RIEDERER ,05-JAMES M. WADE
Issuer
 
*** UNDER SEPARATE PROXY FORM
WITH CUSIP 030099K88
     
       
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
AMERICAN STRATEGIC INCOME III
8/15/2014
03009T101
CSP
 
 
 

 
 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-TO APPROVE AN AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH EACH TARGET FUND WILL MERGE WITH AND INTO DRAIF MERGER SUB, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF DIVERSIFIED REAL ASSET INCOME FUND, A NEWLY ORGANIZED MASSACHUSETTS BUSINESS TRUST (THE "ACQUIRING FUND"), ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
For
For
2.A-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN FUND ADVISORS, LLC.
Issuer
For
For
2.B-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN U.S. BANCORP ASSET MANAGEMENT, INC. AND NUVEEN ASSET MANAGEMENT, LLC.
Issuer
For
For
1-Directors: 01-  ROGER A. GIBSON  ,02-  JOHN P. KAYSER ,03-LEONARD W. KEDROWSKI,04- RICHARD K. RIEDERER ,05-JAMES M. WADE
Issuer
 
       
*** UNDER SEPARATE PROXY FORM WITH CUSIP 03009TM99
     
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
 
COLLABRIUM JAPAN ACQUISITION
8/18/2014
G2266G102
JACQ
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION TO EXTEND THE DATE BY WHICH THE COMPANY MUST CONSUMMATE ITS INITIAL BUSINESS COMBINATION FROM AUGUST 24, 2014 TO FEBRUARY 24, 2015
Issuer
For
For
2-TO CONSIDER AND VOTE UPON AN AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT GOVERNING THE FUNDS HELD IN THE COMPANY'S TRUST ACCOUNT TO PERMIT DISTRIBUTIONS TO SHAREHOLDERS WHO EXERCISE THEIR REDEMPTION RIGHTS IN CONNECTION WITH PROPOSAL 1 AND TO EXTEND THE TERMINATION DATE TO FEBRUARY 24, 2015 ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
DELAWARE INVEST DIVIDEND &
INC FUND
8/20/2014
245915103
DDF
 
 
 

 
 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-Directors: 01-THOMAS L. BENNETT,02- JOSEPH W. CHOW ,03-PATRICK P. COYNE, 04-  JOHN A. FRY ,05-  LUCINDA S. LANDRETH ,06-  F.A. SEVILLA-SACASA ,07- THOMAS K. WHITFORD ,08-JANET L. YEOMANS,09-J. RICHARD ZECHER
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meetting date
ISIN
Ticker
PROSPECT JAPAN FUND LTD
8/27/2014
GB00B011QL44
PJF LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO APPROVE THE ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2013
Issuer
For
For
2-TO RE-APPOINT ERNST & YOUNG LLP AS AUDITOR OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING
Issuer
For
For
3-TO AUTHORISE THE BOARD OF DIRECTORS TO DETERMINE THE AUDITOR'S REMUNERATION
Issuer
For
For
4-TO RE-ELECT JOHN HAWKINS TO THE BOARD OF DIRECTORS IN ACCORDANCE WITH SECTION B.7.1 OF THE UK CORPORATE GOVERNANCE CODE
Issuer
For
For
5-TO RE-ELECT RICHARD BATTEY TO THE BOARD OF DIRECTORS IN ACCORDANCE WITH SECTION B.7.1 OF THE UK CORPORATE GOVERNANCE CODE AND ARTICLE 26.2 OF THE ARTICLES OF INCORPORATION OF THE COMPANY
Issuer
For
For
6-TO RE-ELECT RUPERT EVANS TO THE BOARD OF DIRECTORS IN ACCORDANCE WITH SECTION B.7.1 OF THE UK CORPORATE GOVERNANCE CODE
Issuer
For
For
7-THAT THE COMPANY BE AND IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED (the "COMPANIES LAW"), TO MAKE MARKET ACQUISITIONS OF ITS OWN SHARES
Issuer
For
For
8.1-THAT PURSUANT TO THE OBLIGATIONS IMPOSED BY ARTICLE 49.2 OF THE ARTICLES OF INCORPORATION THE COMPANY BE WOUND UP
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
LIBERY ALL-STAR EQUITY FUND
8/28/2014
530158104
USA
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-Directors: 01-  THOMAS W. BROCK ,02-  
GEORGE R. GASPARI
Issuer
 
 
 

 
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
DWS GLOBAL HIGH INCOME FUND
9/3/2014
23338W104
LBF
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
DIRECTOR:1) WILLIAN MCCKAYTON, 2) REBECCA W. RIMEL,03-WILLIAM N. SEARCY, JR
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
DWS HIGH INCOME OPP FUND
9/3/2014
23339M204
DHG
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
DIRECTOR:1) JOHN W. BALLANTINE, 2) DAWN-MARIE DRISCOLL, 3) KENNETH C. FROEWISS 4) REBECCA W. RIMEL
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
CHART ACQUISITION CORP.
9/5/2014
161151105
CACG
 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EXTEND THE DATE BEFORE WHICH THE COMPANY MUST COMPLETE A BUSINESS COMBINATION (THE "TERMINATION DATE") FROM SEPTEMBER 13, 2014 (THE "CURRENT TERMINATION DATE") TO MARCH 13, 2015 (THE "EXTENDED TERMINATION DATE"), AND PROVIDE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
For
For
2-TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ALLOW HOLDERS OF THE COMPANY'S PUBLIC SHARES TO REDEEM THEIR PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS AVAILABLE IN THE TRUST ACCOUNT (THE "TRUST ACCOUNT") ESTABLISHED IN CONNECTION WITH THE COMPANY'S INITIAL PUBLIC OFFERING ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
 
 

 
 
 
For
For
3-TO AMEND AND RESTATE THE COMPANY'S INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED DECEMBER 13, 2012 (THE "TRUST AGREEMENT") BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "TRUSTEE") TO PERMIT DISTRIBUTIONS FROM THE TRUST ACCOUNT TO PAY PUBLIC STOCKHOLDERS PROPERLY DEMANDING REDEMPTION ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
For
None
4-EXERCISE REDEMPTION RIGHTS: IF YOU HOLD SHARES OF THE COMPANY'S COMMON STOCK ISSUED IN ITS INITIAL PUBLIC OFFERING, YOU MAY EXERCISE YOUR REDEMPTION RIGHTS AND DEMAND THAT THE COMPANY REDEEM YOUR SHARES OF COMMON STOCK FOR A PRO RATA PORTION OF THE TRUST ACCOUNT BY MARKING THE FOR BOX ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
OXFORD LANE CAPITAL CORP
9/9/2014
691543201
OXLCP
 
       
Vote
Management Recommended Vote
Proposal
Propose by issuer or shareholder
For
For
ELECTION OF DIRECTOR: JOHN REARDON
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
ISIN
Ticker
 
MARWYN VALUE INVESTORS LTD
9/17/2014
KYG5897M1583
MVI LN
 
       
Vote
Management Recommended Vote
Proposal
Propose by issuer or shareholder
For
For
1- TO RECEIVE AND ADOPT THE COMPANY'S ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013
Issuer
For
For
2- TO RE-ELECT PAUL EVERITT AS A DIRECTOR
Issuer
For
For
3- TO RE-ELECT RONALD HOBBS AS A DIRECTOR
Issuer
For
For
4- TO RE-ELECT LOUISA BONNEY AS A DIRECTOR
Issuer
For
For
5- TO APPROVE THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS AS AUDITORS AND AUTHORISE THE DIRECTORS TO FIX THE AUDITOR'S REMUNERATION
Issuer
For
For
6- TO AUTOHRISE MARKET PURCHASES OF THE COMPANY'S ORDINARY A B ORDINARY SHARES
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
 
 
 

 
 
Company Name
Meeting Date
CUSIP
Ticker
ROYCE VALUE TRUST INC
9/24/2014
780910105
RVT
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
DIRECTOR:1) RICHARD M. GALKIN, 2) STEPHEN L. ISAACS
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
ROYCE MICRO-CAP TRUST
9/24/2014
780915104
RMT
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
DIRECTOR:1) RICHARD M. GALKIN, 2) STEPHEN L. ISAACS
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
QUARTET MERGER CORP.
9/29/2014
747717106
QTET
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1.TO ADOPT THE AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF APRIL 30, 2014, BY AND AMONG QUARTET, QUARTET HOLDCO LTD. ("HOLDCO"), QUARTET MERGER SUB, LTD., PANGAEA LOGISTICS SOLUTIONS LTD. ("PANGAEA") AND THE SECURITYHOLDERS OF PANGAEA, AND TO APPROVE THE BUSINESS COMBINATION CONTEMPLATED BY THE MERGER AGREEMENT.
Issuer
Yes
None
1A.I HEREBY EXERCISE MY CONVERSION RIGHTS. MARK "FOR" = YES OR "AGAINST" = NO.
Issuer
No Vote
None
1B.I COMMUNICATED WITH JEFFERIES IN DETERMINING HOW TO DIRECT MY VOTE ON THE MERGERS. MARK "FOR" = YES OR "AGAINST" = NO.
Issuer
Yes
None
1C.SHAREHOLDER CERTIFICATION - I HEREBY CERTIFY THAT I AM NOT ACTING IN CONCERT, OR AS A "GROUP" (AS DEFINED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), WITH ANY OTHER SHAREHOLDER WITH RESPECT TO THE SHARES OF COMMON STOCK OF QUARTET OWNED BY ME IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BETWEEN QUARTET AND PANGAEA. MARK "FOR" = YES OR "AGAINST" = NO.
Issuer
 
 
 
 

 
 
For
For
2A.TO APPROVE THE FOLLOWING DIFFERENCE BETWEEN THE CONSTITUTIONAL DOCUMENTS OF HOLDCO TO BE IN EFFECT FOLLOWING THE MERGERS AND THE CURRENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUARTET: THE NAME OF THE NEW PUBLIC ENTITY WILL BE "PANGAEA LOGISTICS SOLUTIONS LTD." AS OPPOSED TO "QUARTET MERGER CORP."
Issuer
For
For
2B.TO APPROVE THE FOLLOWING DIFFERENCE BETWEEN THE CONSTITUTIONAL DOCUMENTS OF HOLDCO TO BE IN EFFECT FOLLOWING THE MERGERS AND THE CURRENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUARTET: HOLDCO WILL HAVE 100,000,000 AUTHORIZED COMMON SHARES AND 1,000,000 AUTHORIZED PREFERRED SHARES, AS OPPOSED TO QUARTET HAVING 15,000,000 AUTHORIZED SHARES OF COMMON STOCK AND 1,000,000 AUTHORIZED SHARES OF PREFERRED STOCK.
Issuer
For
For
2C.TO APPROVE THE FOLLOWING DIFFERENCE BETWEEN THE CONSTITUTIONAL DOCUMENTS OF HOLDCO TO BE IN EFFECT FOLLOWING THE MERGERS AND THE CURRENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUARTET: HOLDCO'S CORPORATE EXISTENCE WILL BE PERPETUAL AS OPPOSED TO QUARTET'S CORPORATE EXISTENCE TERMINATING IF A BUSINESS COMBINATION IS NOT CONSUMMATED BY QUARTET WITHIN A SPECIFIED PERIOD OF TIME.
Issuer
For
For
2D.TO APPROVE THE FOLLOWING DIFFERENCE BETWEEN THE CONSTITUTIONAL DOCUMENTS OF HOLDCO TO BE IN EFFECT FOLLOWING THE MERGERS AND THE CURRENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QUARTET: HOLDCO'S BYE-LAWS WILL NOT INCLUDE THE VARIOUS PROVISIONS APPLICABLE ONLY TO SPECIFIED PURPOSE ACQUISITION CORPORATIONS THAT QUARTET'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CONTAINS.
Issuer
For
For
3.TO APPROVE THE ADOPTION OF THE 2014 SHARE INCENTIVE PLAN WHICH AUTHORIZES THE AWARD OF SHARE-BASED INCENTIVES IN ORDER TO ATTRACT, RETAIN, MOTIVATE, AND REWARD CERTAIN KEY EMPLOYEES, OFFICERS, DIRECTORS, AND CONSULTANTS OF HOLDCO.
Issuer
For
For
4.TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED ON THE TABULATED VOTE AT THE TIME OF THE SPECIAL MEETING, QUARTET IS NOT AUTHORIZED TO CONSUMMATE THE MERGERS.
Issuer
 
Name of Fund:
 
Special Opportunities Fund, Inc. (SPE)
   
Period:
July 1, 2014 - June 30,2015    
 
Company Name
Meeting Date
ISIN
Ticker
 
 
 

 
 
TERRA CATALYST FUND
9/30/2014
KYG8761F1357
TCF LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1- RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS
Issuer
For
For
2- RE-APPOINTMENT OF MARTIN ADAMS
Issuer
For
For
2- RE-APPOINTMENT OF KPMG AUDIT LLC
Issuer
For
For
4- AUTHORISATION FOR THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS
Issuer
For
For
5- TO FIX THE FEES OF THE DIRECTORS FOR THE YEAR ENDED 30 MARCH 2015
Issuer
 
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
MFS INTERMARKET INCOME TRUST
10/2/2014
59318R103
CMK
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
DIRECTOR:1) STEVEN E. BULLER, 2)WILLIAM R. GUTOW, 3) MICHAEL HEGARTY 4) JOHN P. KAVANAUGH, 05- ROBERT W. UEK
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
ISIN
Ticker
ATLANTIS JAPAN GROWTH FUND LTD
10/3/2014
GG00B61ND550
AJG LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO APPROVE AND ADOPT THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 30 APRIL 2
Issuer
For
For
2-TO CONSIDER AND APPROVE THE DIRECTORS' REMUNERATION REPORT AS DETAILED IN THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 30 APRIL 2014
Issuer
For
For
3-TO RE-APPOINT GRANT THORNTON LIMITED AS AUDITOR OF THE COMPANY UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING
Issuer
For
For
4-TO AUTHORISE THE BOARD OF DIRECTORS TO DETERMINE THE AUDITOR'S REMUNERATION
Issuer
For
For
5-TO RE-APPOINT PHILIP EHRMANN
Issuer
For
For
6-TO RE-APPOINT ERIC BOYLE
Issuer
For
For
7-TO RE-APPOINT ANDREW MARTIN SMITH
Issuer
For
For
8-THAT, THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET ACQUISITIONS OF ITS ISSUED ORDINARY SHARES
Issuer
 
 
 

 
 
For
For
9-THAT, THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET ACQUISITIONS OF ITS ISSUED ORDINARY SHARES
Issuer
For
For
10-THAT, THE COMPANY BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO MAKE MARKET ACQUISITIONS OF ITS ISSUED C SHARES
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
ISIN
Ticker
ATLANTIS JAPAN GROWTH FUND LTD
10/22/2014
GG00B61ND550
AJG LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-THAT THE NEW ARTICLES OF INCORPORATION PRODUCED TO THE MEETING AND SIGNED BY THE CHAIRMAN OF THE MEETING FOR THE PURPOSES OF IDENTIFICATION BE ADOPTED AS THE ARTICLES OF INCORPORATION OF THE COMPANY IN SUBSTITUTION FOR THE EXISTING ARTICLES OF INCORPORATION OF THE COMPANY
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
 
NUVEEN DIVERSIFIED CURRENCY
10/31/2014
67090N109
JGT
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1-DIRECTOR 1)WILLIAM ADAMS IV, 2)DAVID J. KUNDERT,3)JOHN K. NELSON,4) TERENCE J. TOTH
Issuer
 
 
 

 
 
 
Mirror Vote
For
2-TO APPROVE AN AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH NUVEEN DIVERSIFIED CURRENCY OPPORTUNITIES FUND WILL MERGE WITH AND INTO NGHIF MERGER SUB, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF NUVEEN GLOBAL HIGH INCOME FUND, A NEWLY ORGANIZED MASSACHUSETTS BUSINESS TRUST .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).
Issuer
Mirror Vote
For
3A-TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN NUVEEN DIVERSIFIED CURRENCY OPPORTUNITIES FUND AND NUVEEN FUND ADVISORS, LLC.
Issuer
Mirror Vote
None
3B-TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN NUVEEN DIVERSIFIED CURRENCY OPPORTUNITIES FUND AND NUVEEN FUND ADVISORS, LLC.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
 
NUVEEN GLOBAL INCOME OPPORTUNITIES FD
10/31/2014
67090N109
JGT
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1-DIRECTOR 1)WILLIAM ADAMS IV, 2)DAVID J. KUNDERT,3)JOHN K. NELSON,4) TERENCE J. TOTH
Issuer
 
 
 
 

 
 
Mirror Vote
For
2-TO APPROVE AN AGREEMENT AND PLAN OF MERGER PURSUANT TO WHICH NUVEEN GLOBAL INCOME OPPORTUNITIES FUND WILL MERGE WITH AND INTO NGHIF MERGER SUB, LLC, A MASSACHUSETTS LIMITED LIABILITY COMPANY AND A WHOLLY-OWNED SUBSIDIARY OF NUVEEN GLOBAL HIGH INCOME FUND, A NEWLY ORGANIZED MASSACHUSETTS BUSINESS TRUST (THE "ACQUIRING .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).
Issuer
Mirror Vote
For
3A-TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN NUVEEN GLOBAL INCOME OPPORTUNITIES FUND AND NUVEEN FUND ADVISORS, LLC.
Issuer
Mirror Vote
None
3B-TO APPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN NUVEEN FUND ADVISORS, LLC AND NUVEEN ASSET MANAGEMENT, LLC, WITH RESPECT TO NUVEEN GLOBAL INCOME OPPORTUNITIES FUND.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
THE HERZFELD CARIBBEAN BASIN
FUND, INC.
11/10/2014
42804T106
CUBA
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1-DIRECTOR 1)  MR. THOMAS J. HERZFELD
Issuer
Mirror Vote
For
2-TO APPROVE A REVISION TO THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BORROWING MONEY, AND ISSUING SENIOR SECURITIES.
Issuer
Mirror Vote
For
3-TO APPROVE AN AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT TO REFLECT THE INCLUSION OF BORROWING FOR INVESTMENT PURPOSES AND OTHER FINANCIAL LEVERAGE IN THE CALCULATION OF THE ADVISORY FEES.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
FIRST OPPORTUNITY FUND INC.
11/14/2014
33587T108
FOFI
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1-TO APPROVE AN AMENDMENT TO ARTICLE IV OF FIRST OPPORTUNITY FUND, INC.'S ARTICLES OF AMENDMENT AND RESTATEMENT ELIMINATING THE RIGHT TO DEMAND THE FAIR VALUE FOR SHARES BUT ONLY UPON REORGANIZATION OF FIRST OPPORTUNITY FUND, INC. WITH AND INTO ANOTHER AFFILIATED REGISTERED INVESTMENT COMPANY.
Issuer
Mirror Vote
For
2-TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH FIRST OPPORTUNITY FUND, INC. WOULD TRANSFER ALL OF ITS ASSETS TO BOULDER GROWTH & INCOME FUND, INC. IN EXCHANGE FOR SHARES OF BOULDER GROWTH & INCOME FUND, INC., AND THE ASSUMPTION BY BOULDER GROWTH & INCOME FUND, INC. OF ALL OF THE LIABILITIES OF FIRST OPPORTUNITY FUND, INC.
Issuer
Mirror Vote
For
9TO APPROVE A MOTION TO ADJOURN OR POSTPONE THE SPECIAL MEETING TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE OF SOLICITING ADDITIONAL PROXIES IN FAVOR OF THE PROPOSALS TO BE SUBMITTED AT THE SPECIAL MEETING, IF NECESSARY.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
BOULDER TOTAL RETURN FUND,
INC.
11/14/2014
101541100
BTF
 
 
 

 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
3-TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH BOULDER TOTAL RETURN FUND, INC. WOULD TRANSFER ALL OF ITS ASSETS TO BOULDER GROWTH & INCOME FUND, INC. IN EXCHANGE FOR SHARES OF BOULDER GROWTH & INCOME FUND, INC., AND THE ASSUMPTION BY BOULDER GROWTH & INCOME FUND, INC. OF ALL OF THE LIABILITIES OF BOULDER TOTAL RETURN FUND, INC.
Issuer
Mirror Vote
For
9-TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PURSUANT TO WHICH BOULDER TOTAL RETURN FUND, INC. WOULD TRANSFER ALL OF ITS ASSETS TO BOULDER GROWTH & INCOME FUND, INC. IN EXCHANGE FOR SHARES OF BOULDER GROWTH & INCOME FUND, INC., AND THE ASSUMPTION BY BOULDER GROWTH & INCOME FUND, INC. OF ALL OF THE LIABILITIES OF BOULDER TOTAL RETURN FUND, INC.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
BOULDER GROWTH & INCOME FD,
INC.
11/21/2014
101507101
BIF
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
5-TO APPROVE THE ISSUANCE OF ADDITIONAL COMMON SHARES OF BOULDER GROWTH & INCOME FUND, INC. IN CONNECTION WITH THE REORGANIZATIONS PURSUANT TO AN AGREEMENT AND PLAN OF REORGANIZATION AMONG BOULDER GROWTH & INCOME FUND, INC., BOULDER TOTAL RETURN FUND, INC., THE DENALI FUND INC. AND FIRST OPPORTUNITY FUND, INC. (THE "REORGANIZATIONS").
Issuer
Mirror Vote
For
6-TO APPROVE THE ELIMINATION OF A FUNDAMENTAL INVESTMENT POLICY LIMITING THE ABILITY TO INVEST MORE THAN 4% OF TOTAL ASSETS IN ANY SINGLE ISSUER.
Issuer
Mirror Vote
For
7-TO APPROVE THE ELIMINATION OF A FUNDAMENTAL INVESTMENT POLICY LIMITING THE ABILITY TO INVEST MORE THAN 4% OF TOTAL ASSETS IN ANY SINGLE ISSUER.
Issuer
Mirror Vote
For
8-TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN BOULDER GROWTH & INCOME FUND, INC. AND STEWART WEST INDIES TRADING COMPANY, LTD. (DOING BUSINESS AS STEWART INVESTMENT ADVISERS), EFFECTIVE UPON COMPLETION OF THE REORGANIZATIONS, AND PURSUANT TO WHICH STEWART INVESTMENT ADVISERS WILL PROVIDE INVESTMENT ADVISORY SERVICES AS A CO-INVESTMENT ADVISER.
Issuer
Mirror Vote
For
9-TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN BOULDER GROWTH & INCOME FUND, INC. AND STEWART WEST INDIES TRADING COMPANY, LTD. (DOING BUSINESS AS STEWART INVESTMENT ADVISERS), EFFECTIVE UPON COMPLETION OF THE REORGANIZATIONS, AND PURSUANT TO WHICH STEWART INVESTMENT ADVISERS WILL PROVIDE INVESTMENT ADVISORY SERVICES AS A CO-INVESTMENT ADVISER.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
GYRODYNE COMPANY OF
AMERICA
12/5/2014
403820103
GYRO
 
 
 

 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
NO VOTE
For
1- DIRECTOR - 1) Elliot H. Levine
Issuer
NO VOTE
For
2- TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT
Issuer
NO VOTE
For
3- TO RATIFY THE ENGAGEMENT OF BAKER TILLY VINCHOW KRAUSE, LLP (SUCCESSOR TO HOLTZ RUBENSTEIN REMINICK LLP) AS INDEPENDENT ACCOUNTANTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE 2014 FISCAL YEAR
Issuer
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
       
Company Name
Meeting Date
ISIN
Ticker
ARC CAPITAL HOLDINGS LTD
12/10/2014
KYG0450H1002
ARCH LN
       
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-THAT THE FOLLOWING NEW ARTICLES 148-151 ARE TO BE INSERTED INTO THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY IMMEDIATELY FOLLOWING THE EXISTING ARTICLE 147: " DISCLOSURE OF INTERESTS IN SHARES AND COMPANY'S POWER TO INVESTIGATE INTERESTS IN SHARES 148 EACH MEMBER SHALL COMPLY WITH THE NOTIFICATION AND DISCLOSURE OBLIGATIONS TO THE COMPANY CONTAINED IN CHAPTER 5 OF THE DISCLOSURE AND TRANSPARENCY RULES PUBLISHED BY THE UK FINANCIAL CONDUCT AUTHORITY FROM TIME TO TIME AS IF THE COMPANY WAS A NON-UK ISSUER FOR THE PURPOSES OF SUCH RULES. 149 IF IT SHALL COME TO THE NOTICE OF THE DIRECTORS THAT ANY MEMBER HAS NOT, WITHIN THE REQUISITE PERIOD, MADE OR, AS THE CASE MAY BE, PROCURED THE MAKING OF ANY NOTIFICATION REQUIRED BY THIS ARTICLE, THE DIRECTORS MAY SERVE A NOTICE ON SUCH MEMBER AND THE PROVISIONS OF ARTICLE 150 CONTD
Issuer
 
 
 
CONTD SHALL APPLY. RESTRICTION ON VOTING IN PARTICULAR CIRCUMSTANCES 150 IF ANY MEMBER, OR ANY OTHER PERSON APPEARING TO BE INTERESTED IN SHARES HELD BY SUCH MEMBER, HAS BEEN DULY SERVED WITH A NOTICE UNDER ARTICLE 149 AND IS IN DEFAULT FOR A PERIOD OF 14 DAYS OR MORE IN SUPPLYING TO THE COMPANY THE INFORMATION THEREBY REQUIRED, THEN (UNLESS THE DIRECTORS OTHERWISE DETERMINE) IN RESPECT OF: 150.1 THE SHARES COMPRISING THE SHAREHOLDING ACCOUNT IN THE REGISTER WHICH COMPRISES OR INCLUDES THE SHARES IN RELATION TO WHICH THE DEFAULT OCCURRED AND INCLUDING FURTHER SHARES WHICH ARE ISSUED IN RESPECT OF SUCH SHARES (ALL OR THE RELEVANT NUMBER AS APPROPRIATE OF SUCH SHARES BEING THE DEFAULT SHARES, WHICH EXPRESSION SHALL INCLUDE ANY FURTHER SHARES WHICH ARE ISSUED IN RESPECT OF SUCH SHARES); AND 150.2 ANY OTHER SHARES HELD BY CONTD
 
 
 
 

 
 
 
 
 
 
CONTD THE MEMBER, THE MEMBER SHALL NOT (FOR SO LONG AS THE DEFAULT CONTINUES) NOR SHALL ANY TRANSFEREE TO WHOM ANY OF SUCH SHARES ARE TRANSFERRED BE ENTITLED TO ATTEND OR VOTE EITHER PERSONALLY OR BY PROXY AT A SHAREHOLDERS' MEETING OR TO EXERCISE ANY OTHER RIGHT CONFERRED BY MEMBERSHIP IN RELATION TO SHAREHOLDERS' MEETINGS. 151 FOR THE PURPOSES OF ARTICLE 150 A PERSON SHALL BE TREATED AS APPEARING TO BE INTERESTED IN ANY SHARES IF THE MEMBER HOLDING SUCH SHARES HAS BEEN SERVED WITH A NOTICE UNDER ARTICLE 149 AND EITHER: (I) THE MEMBER HAS NAMED SUCH PERSON AS BEING SO INTERESTED; OR (II) (AFTER TAKING INTO ACCOUNT THE RESPONSE OF THE MEMBER TO THE SAID NOTICE AND ANY OTHER RELEVANT INFORMATION) THE COMPANY KNOWS OR HAS REASONABLE CAUSE TO BELIEVE THAT THE PERSON IN QUESTION IS OR MAY BE INTERESTED IN THE SHARES. "
 
For
For
 
2-THAT THE FOLLOWING ARTICLES 152-164 BE INSERTED INTO THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY IMMEDIATELY FOLLOWING ARTICLE 151, AS PROPOSED ABOVE IN RESOLUTION 1 (OR IMMEDIATELY FOLLOWING THE EXISTING ARTICLE 147 IF RESOLUTION 1 IS NOT PASSED): TAKEOVER PROVISIONS FOR THE PURPOSES OF THE FOLLOWING ARTICLES 152-164 ONLY THE FOLLOWING WORDS AND PHRASES SHALL HAVE THE MEANINGS INDICATED: "BOARD" MEANS THE BOARD OF DIRECTORS OR THE DIRECTORS PRESENT AT A DULY CONVENED AND QUORATE MEETING OF DIRECTORS OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS AS THE CONTEXT REQUIRES. 152 IF AT ANY TIME WHEN THE COMPANY IS NOT SUBJECT TO THE UK CITY CODE ON TAKEOVERS AND MERGERS AS MAY FROM TIME TO TIME BE PUBLISHED (THE "CITY CODE") OR ANY SUCCESSOR REGIME (WHETHER STATUTORY OR NON-STATUTORY) GOVERNING THE CONDUCT CONTD
Issuer
 
 
 
CONTD OF TAKEOVERS AND MERGERS IN THE UK OR ANY OTHER REGIME GOVERNING THE CONDUCT OF TAKEOVERS AND MERGERS IN ANY OTHER COUNTRY (ANY OF SUCH BEING THE "TAKEOVER REGIME"): 152.1 ANY PERSON WHO, TOGETHER WITH PERSONS ACTING IN CONCERT WITH HIM, ACQUIRES, WHETHER BY A SERIES OF TRANSACTIONS OVER A PERIOD OF TIME OR NOT, INTERESTS IN SHARES WHICH (TAKEN TOGETHER WITH INTERESTS IN SHARES HELD OR ACQUIRED BY PERSONS ACTING IN CONCERT WITH HIM) CARRY 30% OR MORE OF THE VOTING RIGHTS OF THE COMPANY; OR 152.2 ANY PERSON WHO, TOGETHER WITH PERSONS ACTING IN CONCERT WITH HIM, HOLDS INTERESTS IN SHARES REPRESENTING NOT LESS THAN 30% BUT NOT MORE THAN 50% OF THE VOTING RIGHTS AND SUCH PERSON, OR ANY PERSON ACTING IN CONCERT WITH HIM, ACQUIRES AN INTEREST IN ADDITIONAL SHARES WHICH INCREASE HIS PERCENTAGE OF THE VOTING RIGHTS; CONTD
 
 
 
 
CONTD THE BOARD SHALL BE ENTITLED, BUT NOT OBLIGED, TO REQUIRE SUCH PERSON (THE "OFFEROR") TO EXTEND AN OFFER, ON THE BASIS SET OUT IN THESE ARTICLES 152-164, TO THE HOLDERS OF ALL THE ISSUED SHARES IN THE COMPANY. 153 ANY OFFER MADE UNDER ARTICLES 152-164 MUST BE UNCONDITIONAL IF THE OFFEROR HOLDS SHARES AND ANY PERSON ACTING IN CONCERT WITH IT HOLDS SHARES CARRYING MORE THAN 50% OF THE VOTING RIGHTS BEFORE THE OFFER IS MADE. 154 NO ACQUISITION OF SHARES WHICH WOULD GIVE RISE TO A REQUIREMENT FOR ANY OFFER UNDER THE ARTICLES MAY BE MADE OR REGISTERED IF THE MAKING OR IMPLEMENTATION OF SUCH OFFER WOULD OR MIGHT BE DEPENDENT ON THE PASSING OF A RESOLUTION AT ANY MEETING OF MEMBERS OF THE OFFEROR OR UPON ANY OTHER CONDITIONS, CONSENTS OR ARRANGEMENTS. 155 OFFERS MADE UNDER ARTICLES 152-164 MUST, IN RESPECT OF EACH CONTD
 
 
 
 
 

 
 
   
 
CONTD CLASS OF SHARES INVOLVED, BE IN CASH OR BE ACCOMPANIED BY A CASH ALTERNATIVE AT NOT LESS THAN THE HIGHEST PRICE PAID BY THE OFFEROR OR ANY PERSON ACTING IN CONCERT WITH IT FOR SHARES OF THAT CLASS DURING THE OFFER PERIOD AND WITHIN 12 MONTHS PRIOR TO ITS COMMENCEMENT. OFFERS MADE UNDER ARTICLES 152-164 MUST BE MADE IN WRITING AND PUBLICLY DISCLOSED AND MUST BE OPEN FOR ACCEPTANCE FOR A PERIOD OF NOT LESS THAN 30 DAYS. THE CASH OFFER OR THE CASH ALTERNATIVE MUST REMAIN OPEN AFTER THE OFFER HAS BECOME OR IS DECLARED UNCONDITIONAL AS TO ACCEPTANCES FOR NOT LESS THAN 14 DAYS AFTER THE DATE OF WHICH IT WOULD OTHERWISE HAVE EXPIRED. 156 NO NOMINEE OF AN OFFEROR OR PERSONS ACTING IN CONCERT WITH IT MAY BE APPOINTED AS A DIRECTOR, NOR MAY AN OFFEROR AND PERSONS ACTING IN CONCERT WITH IT EXERCISE THE VOTES ATTACHING TO CONTD
 
   
 
CONTD ANY SHARES HELD IN THE COMPANY UNTIL THE OFFER DOCUMENT HAS BEEN POSTED. IF A DIRECTOR IS AFFILIATED WITH AN OFFEROR HIS OFFICE SHALL BE VACATED. 157 ANY OFFER REQUIRED TO BE MADE PURSUANT TO ARTICLES 152-164 SHALL BE MADE ON TERMS THAT WOULD BE REQUIRED BY THE CITY CODE SAVE TO THE EXTENT THAT THE BOARD OTHERWISE DETERMINES. EXCEPT WITH THE CONSENT OF THE BOARD, MEMBERS SHALL COMPLY WITH THE REQUIREMENTS OF THE CITY CODE IN RELATION TO ANY DEALINGS IN ANY SHARES OF THE COMPANY AND IN RELATION TO THEIR DEALINGS WITH THE COMPANY IN RELATION TO ALL OTHER MATTERS. ANY MATTER WHICH UNDER THE CITY CODE WOULD FALL TO BE DETERMINED BY THE UNITED KINGDOM PANEL ON TAKEOVERS AND MERGERS (THE "PANEL") SHALL BE DETERMINED BY THE BOARD IN ITS ABSOLUTE DISCRETION OR BY SUCH PERSON APPOINTED BY THE BOARD TO MAKE SUCH CONTD
 
   
 
CONTD DETERMINATION PROVIDED THAT NO INFRINGEMENT IS EVER MADE OF THE
GENERAL PRINCIPAL OF EQUALITY BETWEEN MEMBERS. ANY NOTICE WHICH UNDER THE CITY CODE IS REQUIRED TO BE GIVEN TO THE PANEL OR ANY PERSON (OTHER THAN THE COMPANY) SHALL BE GIVEN TO THE COMPANY AT ITS REGISTERED OFFICE. 158 IF AT ANY TIME THE BOARD IS SATISFIED THAT ANY MEMBER HAVING INCURRED AN OBLIGATION UNDER ARTICLES 152-164 TO EXTEND AN OFFER TO THE HOLDERS OF ALL ISSUED SHARES SHALL HAVE FAILED TO DO SO, OR THAT ANY MEMBER IS IN DEFAULT OF ANY OTHER OBLIGATION IMPOSED UPON MEMBERS PURSUANT TO ARTICLES 152-164, THEN THE BOARD MAY, IN ITS ABSOLUTE DISCRETION AT ANY TIME THEREAFTER BY NOTICE (A "DISCRETION NOTICE") TO SUCH MEMBERS AND ANY OTHER MEMBERS ACTING IN CONCERT WITH SUCH MEMBERS (TOGETHER THE "DEFAULTERS") DIRECT THAT: 158.1 THE CONTD
 
   
 
CONTD DEFAULTERS PROVIDE SUCH INFORMATION AS THE BOARD CONSIDERS APPROPRIATE; 158.2 MAKE AN AWARD FOR COSTS AGAINST THE DEFAULTERS; 158.3 THE DEFAULTERS SELL SOME OR ALL OF THE SHARES HELD BY THEM (THE "DEFAULT SHARES"); 158.4 IN RESPECT OF THE DEFAULT SHARES THE DEFAULTERS SHALL NOT BE ENTITLED TO VOTE AT A GENERAL MEETING EITHER PERSONALLY OR BY PROXY OR TO EXERCISE ANY OTHER RIGHT CONFERRED BY MEMBERSHIP IN RELATION TO MEETINGS OF THE COMPANY; 158.5 EXCEPT IN A LIQUIDATION OF THE COMPANY, NO PAYMENT SHALL BE MADE OF ANY SUMS DUE FROM THE COMPANY ON THE DEFAULT SHARES, WHETHER IN RESPECT OF CAPITAL OR DIVIDEND OR OTHERWISE, AND THE COMPANY SHALL NOT MEET ANY LIABILITY TO PAY INTEREST ON ANY SUCH PAYMENT WHEN IT IS FINALLY PAID TO THE MEMBERS; AND 158.6 NO OTHER DISTRIBUTION SHALL BE MADE IN RESPECT OF THE DEFAULT CONTD
 
 
 
 

 
 
   
 
CONTD SHARES. THE BOARD MAY AT ANY TIME GIVE NOTICE CANCELLING A DISCRETION NOTICE. 159 IF AN OFFER SHALL BE MADE PURSUANT TO ARTICLES 152-164 AND: 159.1 THE OFFEROR (TOGETHER WITH PERSONS ACTING IN CONCERT WITH HIM) HAS BY VIRTUE OF ACCEPTANCE OF THE OFFER ACQUIRED OR CONTRACTED TO ACQUIRE SOME (BUT NOT ALL) OF THE SHARES TO WHICH THE OFFER RELATES; AND 159.2 THOSE SHARES, WITH OR WITHOUT ANY OTHER SHARES WHICH THE OFFEROR (TOGETHER WITH PERSONS ACTING IN CONCERT WITH HIM) HOLDS OR HAS ACQUIRED OR CONTRACTED TO ACQUIRE, WOULD RESULT IN THE OFFEROR (TOGETHER WITH PERSONS ACTING IN CONCERT WITH HIM) OBTAINING OR HOLDING AN INTEREST IN SHARES CONFERRING IN AGGREGATE 90 PER CENT. OR MORE OF THE VOTING RIGHTS CONFERRED BY ALL THE SHARES THEN IN ISSUE THEN THE OFFEROR SHALL BE ENTITLED TO GIVE A NOTICE (THE "SQUEEZE OUT CONTD
 
   
 
CONTD NOTICE") TO ALL OTHER HOLDERS OF SHARES IN RESPECT OF ALL THE SHARES THEN IN ISSUE AND HELD BY THEM IN RESPECT OF WHICH THE OFFER HAS NOT YET BEEN ACCEPTED. THE SQUEEZE OUT NOTICE SHALL BE MADE IN WRITING, BE AT THE SAME PRICE AND ON THE SAME TERMS AS THE OFFER AND BE CAPABLE OF ACCEPTANCE FOR A PERIOD OF NOT LESS THAN 30 DAYS AFTER THE DATE OF THE SQUEEZE OUT NOTICE. 159.3 UPON DELIVERY OF THE SQUEEZE OUT NOTICE EACH OF THE RECIPIENTS ("CALLED SHAREHOLDERS") (A) SHALL BE DEEMED TO HAVE ACCEPTED THE OFFER IN RESPECT OF ALL SHARES HELD BY IT AND (B) SHALL BECOME OBLIGED TO DELIVER TO THE OFFEROR OR AS THE OFFEROR MAY DIRECT AN EXECUTED TRANSFER OF SUCH SHARES AND (IF IT EXISTS) THE CERTIFICATE(S) IN RESPECT OF THE SAME. SQUEEZE OUT NOTICES SHALL BE IRREVOCABLE BUT WILL LAPSE IF FOR ANY REASON THERE IS NOT A SALE CONTD
 
   
 
CONTD OF THE CALLED SHAREHOLDERS' SHARES WITHIN 60 DAYS AFTER THE DATE OF SERVICE OF THE SQUEEZE OUT NOTICE. THE OFFEROR SHALL BE ENTITLED TO SERVE FURTHER SQUEEZE OUT NOTICES FOLLOWING THE LAPSE OF ANY PARTICULAR SQUEEZE OUT NOTICE. 160 COMPLETION OF THE SALE OF SHARES PURSUANT TO A SQUEEZE OUT NOTICE SHALL TAKE PLACE ON THE SAME DATE ON WHICH SHARES ARE SOLD UNDER THE OFFER (OR, IF LATER, WITHIN 7 DAYS OF EXPIRY OF THE PERIOD FOR ACCEPTANCES AS SET OUT IN THE SQUEEZE OUT NOTICE). 161 UPON ANY PERSON, FOLLOWING THE ISSUE OF A SQUEEZE OUT NOTICE, BECOMING A MEMBER OF THE COMPANY PURSUANT TO THE EXERCISE OF A PRE-EXISTING OPTION OR RIGHT TO ACQUIRE SHARES IN THE COMPANY (A "NEW MEMBER"), A SQUEEZE OUT NOTICE SHALL BE DEEMED TO HAVE BEEN SERVED UPON THE NEW MEMBER ON THE SAME TERMS AS THE PREVIOUS SQUEEZE OUT NOTICE WHO CONTD
 
   
 
CONTD SHALL THEREUPON BE BOUND TO SELL AND TRANSFER ALL SUCH SHARES ACQUIRED BY HIM TO THE OFFEROR OR AS THE OFFEROR MAY DIRECT AND THE PROVISIONS OF ARTICLES 152-164 SHALL APPLY MUTATIS MUTANDIS TO THE NEW MEMBER SAVE THAT COMPLETION OF THE SALE OF SUCH SHARES SHALL TAKE PLACE FORTHWITH UPON THE SQUEEZE OUT NOTICE BEING DEEMED SERVED ON THE NEW MEMBER. 162 AT COMPLETION OF THE SALE OF ANY SHARES PURSUANT TO ARTICLES 152-164 AND UPON PAYMENT OF THE CONSIDERATION FOR THE SHARES (WHETHER TO THE RELEVANT MEMBERS OR TO THE COMPANY) AND THE COMPANY RECEIVING A TRANSFER (DULY STAMPED IF APPROPRIATE), IN RESPECT OF THE RELEVANT SHARES (WHETHER EXECUTED BY A HOLDER OF SHARES OR BY ANY PERSON ON BEHALF OF ANY HOLDER OF SHARES PURSUANT TO ARTICLE 163 THE OFFEROR OR ITS NOMINEE SHALL BE ENTERED IN THE RELEVANT REGISTER OF CONTD
 
 
 
 

 
 
 
   
 
CONTD MEMBERS. THE CERTIFICATE(S) IN RESPECT OF ANY SHARES SO TRANSFERRED, IN THE NAME OF THE ORIGINAL MEMBER SHALL BE DEEMED TO BE CANCELLED AND (IF REQUIRED BY THE OFFEROR) A NEW CERTIFICATE SHALL BE ISSUED IN THE NAME OF OFFEROR OR ITS NOMINEE. THE RECEIPT OF THE COMPANY FOR THE CONSIDERATION SHALL BE A GOOD DISCHARGE TO OFFEROR WHO SHALL NOT BE BOUND TO SEE TO THE APPLICATION OF IT, AND AFTER SUCH REGISTRATION IN EXERCISE OF THE ABOVE POWERS THE VALIDITY OF THE PROCEEDINGS SHALL NOT BE QUESTIONED BY ANY PERSON. THE COMPANY SHALL HOLD THE SAID CONSIDERATION ON BEHALF OF ANY SUCH MEMBER IN A SEPARATE BANK ACCOUNT ON TRUST FOR THE RELEVANT MEMBER PENDING DELIVERY UP OF THE CANCELLED CERTIFICATE(S) (IF SUCH EXIST) BUT SHALL NOT BE BOUND TO EARN OR PAY INTEREST THEREON. 163 IF ANY HOLDER OF SHARES DOES NOT ON COMPLETION CONTD
 
   
 
CONTD OF THE SALE OF ANY SHARES EXECUTE TRANSFER(S) IN RESPECT OF ALL THE SHARES HELD BY HIM THE DEFAULTING HOLDER SHALL BE DEEMED TO HAVE IRREVOCABLY APPOINTED ANY PERSON NOMINATED FOR THE PURPOSE BY THE COMPANY TO BE HIS AGENT AND ATTORNEY TO EXECUTE ALL NECESSARY TRANSFER(S) ON HIS BEHALF AND AGAINST RECEIPT BY THE COMPANY (ON TRUST FOR SUCH HOLDER) OF THE PURCHASE MONIES OR ANY OTHER CONSIDERATION PAYABLE FOR THE RELEVANT SHARES DELIVER SUCH TRANSFER(S) TO THE OFFEROR (OR AS IT MAY DIRECT) AND THE DIRECTORS SHALL FORTHWITH REGISTER THE OFFEROR (OR ITS NOMINEE) AS THE HOLDER THEREOF AND, AFTER THE OFFEROR (OR ITS NOMINEE) HAS BEEN REGISTERED AS THE HOLDER, THE VALIDITY OF SUCH PROCEEDINGS SHALL NOT BE QUESTIONED BY ANY SUCH PERSON. IT SHALL BE NO IMPEDIMENT TO REGISTRATION OF SHARES UNDER ARTICLES 152-164 THAT NO CONTD
 
   
 
CONTD SHARE CERTIFICATE HAS BEEN PRODUCED. 164 IN CONSTRUING THESE ARTICLES 152-164: 164.1 WORDS AND EXPRESSIONS USED IN OR DEFINED IN THE CITY CODE SHALL BEAR THE SAME MEANINGS GIVEN BY THE CITY CODE; AND 164.2 THE BOARD SHALL HAVE NO LIABILITY TO ANY MEMBER, ANY PERSON WHO HAS ANY INTEREST IN SHARES, OR ANY OTHER PERSON FOR THE MANNER IN WHICH THEY EXERCISE OR REFRAIN FROM EXERCISING ANY SUSPENSION POWERS UNDER ARTICLES 152-164 OR FOR ANY DETERMINATION WHICH THE BOARD MAKES AS TO THE APPLICATION OF THE PROVISIONS OF ARTICLES 152-164 TO ANY PARTICULAR CIRCUMSTANCES
 
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
LEVY ACQUISITION CORP.
12/11/2014
52748T104
LEVY
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1- DIRECTOR - 1) Lawrence F. Levy, 2) Howard B. Bernick
Issuer
For
For
2-RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY'S FISCAL YEAR ENDING DECEMBER 31, 2014.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
MERGERWTHRX CORP.
12/22/2014
58952r106
MWRX
 
 
 

 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
 
1-THE BUSINESS COMBINATION PROPOSAL - TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, DATED AS OF OCTOBER 14, 2014, AS IT MAY BE AMENDED (THE "MERGER AGREEMENT"), BY AND AMONG THE COMPANY, ANVIL MERGER SUB, INC., A DELAWARE CORPORATION, AEROCARE HOLDINGS, INC., A DELAWARE CORPORATION AND FFC AEROCARE SR, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND THE TRANSACTIONS CONTEMPLATED THEREBY (THE "BUSINESS COMBINATION PROPOSAL")
Issuer
For
None
 
1A-INTENTION TO EXERCISE CONVERSION RIGHTS - IF YOU INTEND TO EXERCISE YOUR CONVERSION RIGHTS, PLEASE CHECK THE APPROPRIATE BOX. CHECKING THIS BOX, HOWEVER, IS NOT SUFFICIENT TO EXERCISE YOUR CONVERSION RIGHTS. YOU MUST COMPLY WITH THE PROCEDURES SET FORTH IN THE DEFINITIVE PROXY STATEMENT UNDER THE HEADING "SPECIAL MEETING IN LIEU OF 2014 ANNUAL MEETING OF MWRX STOCKHOLDERS - CONVERSION RIGHTS." MARK FOR = "YES" OR AGAINST = "NO"
Issuer
For
None
 
1B-SHAREHOLDER CERTIFICATION - I HEREBY CERTIFY THAT I AM NOT ACTING IN CONCERT, OR AS A "GROUP" (AS DEFINED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), WITH ANY OTHER SHAREHOLDER WITH RESPECT TO THE SHARES OF COMMON STOCK OF MERGEWORTHRX CORP. OWNED BY ME IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BETWEEN MERGEWORTHRX CORP. AND AEROCARE HOLDINGS, INC MARK FOR = "YES" OR AGAINST = "NO"
Issuer
For
For
 
2-SHAREHOLDER CERTIFICATION - I HEREBY CERTIFY THAT I AM NOT ACTING IN CONCERT, OR AS A "GROUP" (AS DEFINED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), WITH ANY OTHER SHAREHOLDER WITH RESPECT TO THE SHARES OF COMMON STOCK OF MERGEWORTHRX CORP. OWNED BY ME IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BETWEEN MERGEWORTHRX CORP. AND AEROCARE HOLDINGS, INC MARK FOR = "YES" OR AGAINST = "NO"
Issuer
For
For
 
3-DIRECTOR 1) STEPHEN B. CICHY 2) THEODORE B. LUNDBERG
Issuer
For
For
 
4-THE INCENTIVE PLAN PROPOSAL - TO CONSIDER AND VOTE UPON A PROPOSAL TO
APPROVE AND ADOPT THE AEROCARE HOLDINGS CORPORATION 2014 STOCK OPTION AND INCENTIVE PLAN (THE "INCENTIVE PLAN PROPOSAL")
Issuer
Against
For
 
5-THE ADJOURNMENT PROPOSAL - TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN THE SPECIAL MEETING OF STOCKHOLDERS TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IF, BASED UPON THE TABULATED VOTE AT THE TIME OF THE SPECIAL MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE ONE OR MORE PROPOSALS PRESENTED TO STOCKHOLDERS FOR VOTE (THE "ADJOURNMENT PROPOSAL")
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
GLOBAL DEFENSE & NATIONAL
SECURITY SYSTEMS, INC.
12/31/2014
37953N108
GDEF
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1- DIRECTOR - 1)   DALE R. DAVIS  2) CRAIG DAWSON  3)  HON. DAVID C. GOMPERT  4) ROBERT B. MURRETT  5) DAMIAN PERL  6)  DEAN POPPS  7)  HON. RONALD R. SPOEHEL
Issuer
 
 
 

 
 
For
For
 
2-RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF KPMG LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.
Issuer
ABSTAIN
For
3-ADVISORY VOTE ON EXECUTIVE COMPENSATION.
Issuer
ABSTAIN
3 Years
4-ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
SITO MOBILE LTD.
2/4/2015
82988R104
SITO
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1- DIRECTOR - 1) Jerry Hug 2) Betsy J. Bernard 3) Jonathan E. Sandelman 4) Peter D. Holden 5) Josheph A. Beatty 6) Philip B. Livingston
Issuer
For
For
2-APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS NAMED IN THE SUMMARY COMPENSATION TABLE IN THE PROXY STATEMENT.
Issuer
For
For
 
3-APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE SPLIT OF THE COMMON STOCK BY A RATIO OF NOT LESS THAN 1-FOR-5 AND NOT MORE THAN 1-FOR-10 AT ANY TIME PRIOR TO FEBRUARY 4, 2016, WITH THE BOARD OF DIRECTORS HAVING THE DISCRETION AS TO WHETHER OR NOT .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Bancroft Fund LTD
2/9/2015
059695106
BCV
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1- DIRECTOR - 1)  Kinchen C. Bizzell  2) Elizabeth C. Bogan, PHD
Issuer
Mirror vote
For
2-Proposal to ratify selection of Accountants.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Ellsworth Fund LTD
2/9/2015
289074106
ECF
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1- DIRECTOR - 1)  Kinchen C. Bizzell  2) Jane D. O'Keeffe
Issuer
Mirror vote
For
2-Proposal to ratify selection of Accountants.
Issuer
Mirror vote
Against
3- If properly presented, to act upon a shareholder proposal that would request that the board of trustees begin the process of amending the trust's declaration of trust.
Shareholder
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
HENNESSY CAPITAL ACQUISITION CORP.
2/9/2015
425886108
HCAC
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
 
 
 

 
 
For
For
 
1-THE BUSINESS COMBINATION PROPOSAL - TO CONSIDER AND VOTE UPON A PROPOSAL (I) TO APPROVE AND ADOPT THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 21, 2014, AS IT MAY BE AMENDED (THE "PURCHASE AGREEMENT"), BY AND BETWEEN THE COMPANY AND THE TRAXIS GROUP B.V. ("SELLER") WHICH IS MAJORITY OWNED BY FUNDS AFFILIATED WITH CERBERUS CAPITAL MANAGEMENT, L.P., AND THE TRANSACTIONS CONTEMPLATED THEREBY (THE "BUSINESS COMBINATION").
Issuer
For
None
 
1A.-INTENTION TO EXERCISE REDEMPTION RIGHTS - IF YOU INTEND TO EXERCISE YOUR REDEMPTION RIGHTS, PLEASE CHECK THIS BOX. CHECKING THIS BOX, HOWEVER, IS NOT SUFFICIENT TO EXERCISE YOUR REDEMPTION RIGHTS. YOU MUST COMPLY WITH THE PROCEDURES SET FORTH IN THE DEFINITIVE PROXY STATEMENT UNDER THE HEADING "SPECIAL MEETING IN LIEU OF 2015 ANNUAL MEETING OF HENNESSY CAPITAL STOCKHOLDERS - REDEMPTION RIGHTS." MARK "FOR" = YES OR "AGAINST" = NO
Issuer
For
None
 
1B.-SHAREHOLDER CERTIFICATION - I HEREBY CERTIFY THAT I AM NOT ACTING IN CONCERT, OR AS A "GROUP" (AS DEFINED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), WITH ANY OTHER SHAREHOLDER WITH RESPECT TO THE SHARES OF COMMON STOCK OF THE COMPANY OWNED BY ME IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION BETWEEN THE COMPANY AND SCHOOL BUS HOLDINGS INC. MARK "FOR" = YES OR "AGAINST" = NO
Issuer
For
For
 
2-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK AND PREFERRED STOCK.
Issuer
For
For
 
3-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO PROVIDE FOR THE CLASSIFICATION OF THE COMPANY'S BOARD OF DIRECTORS INTO THREE CLASSES OF DIRECTORS WITH STAGGERED THREE-YEAR TERMS OF OFFICE AND TO MAKE CERTAIN RELATED CHANGES.
Issuer
For
For
 
4-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO PERMIT THE REMOVAL OF DIRECTORS WITH OR WITHOUT CAUSE BY STOCKHOLDERS VOTING A MAJORITY OF THE VOTES CAST IF, AT ANY TIME AND FOR SO LONG AS, SELLER BENEFICIALLY OWNS, IN THE AGGREGATE, CAPITAL STOCK REPRESENTING AT LEAST 40% OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK.
Issuer
For
For
 
5-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO REQUIRE AN AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE COMPANY'S ENTIRE BOARD OF DIRECTORS AND BY THE HOLDERS OF AT LEAST 66.67% OF THE VOTING POWER OF THE COMPANY'S OUTSTANDING VOTING STOCK IN ORDER TO ADOPT AN AMENDMENT TO THE PROPOSED CHARTER IF, AT ANY TIME AND FOR SO LONG AS, SELLER BENEFICIALLY OWNS, IN THE AGGREGATE, CAPITAL STOCK REPRESENTING AT LEAST 50% OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK.
Issuer
For
For
 
6-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO REQUIRE AN AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE COMPANY'S ENTIRE BOARD OF DIRECTORS OR BY THE HOLDERS OF AT LEAST 66.67% OF THE VOTING POWER OF THE COMPANY'S OUTSTANDING VOTING STOCK TO AMEND THE COMPANY'S BYLAWS IF, AT ANY TIME AND FOR SO LONG AS, SELLER BENEFICIALLY OWNS, IN THE AGGREGATE, CAPITAL STOCK REPRESENTING AT LEAST 50% OF THE OUTSTANDING SHARES OF THE COMPANY'S COMMON STOCK.
Issuer
 
 
 

 
 
 
For
For
7-TO CONSIDER AND ACT UPON A PROPOSED AMENDMENT TO THE COMPANY'S EXISTING CHARTER TO DESIGNATE THE COURT OF CHANCERY OF THE STATE OF DELAWARE AS THE SOLE AND EXCLUSIVE FORUM FOR SPECIFIED LEGAL ACTIONS AND PROVIDE FOR CERTAIN ADDITIONAL CHANGES, INCLUDING CHANGING THE COMPANY'S NAME FROM "HENNESSY CAPITAL ACQUISITION CORP." TO "BLUE BIRD CORPORATION" AND MAKING THE COMPANY'S CORPORATE EXISTENCE PERPETUAL, WHICH THE COMPANY'S BOARD OF DIRECTORS BELIEVES ARE NECESSARY TO ADEQUATELY ADDRESS THE POST - BUSINESS COMBINATION NEEDS OF THE COMPANY.
Issuer
For
For
8.-Director - 1) GURMINDER S. BEDI 2) DENNIS DONOVAN 3)  ALAN H. SCHUMACHER
Issuer
For
For
9-THE NASDAQ PROPOSAL - TO APPROVE, FOR PURPOSES OF COMPLYING WITH APPLICABLE NASDAQ LISTING RULES, THE ISSUANCE OF MORE THAN 20% OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PIPE INVESTMENT AND BACKSTOP COMMITMENT.
Issuer
For
For
10-THE NASDAQ PROPOSAL - TO APPROVE, FOR PURPOSES OF COMPLYING WITH APPLICABLE NASDAQ LISTING RULES, THE ISSUANCE OF MORE THAN 20% OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PIPE INVESTMENT AND BACKSTOP COMMITMENT.
Issuer
For
For
11-THE NASDAQ PROPOSAL - TO APPROVE, FOR PURPOSES OF COMPLYING WITH APPLICABLE NASDAQ LISTING RULES, THE ISSUANCE OF MORE THAN 20% OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PIPE INVESTMENT AND BACKSTOP COMMITMENT.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Morgan Stanley Eastern Europe
Fund, Inc.
2/23/2015
616988101
RNE
 
Vote
Management Recommended Vote
Proposal
Propose by issuer or shareholder
Mirror vote
For
1. To approve a proposal to liquidate and dissolve the Fund pursuant to the plan of Liquidation adopted by the Board of Directors of the Fund.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Central Securities Corp.
3/18/2015
155123102
CET
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)  L. PRICE BLACKFORD  2)SIMMS C. BROWNING 3)DONALD G. CALDER 4)  DAVID C. COLANDER  5) JAY R. INGLIS  6)WILMOT H. KIDD 7)C. CARTER WALKER, JR.
Issuer
Mirror vote
For
2-RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.
Issuer
Mirror vote
AGN
3-IF PROPERLY PRESENTED, TO ACT UPON A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD OF DIRECTORS CONSIDER WHETHER THE CORPORATION BE LIQUIDATED.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
 
 
 

 
 
Alliance New York Muni Income Fund, Inc.
3/30/2015
018714105
AYN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or shareholder
Mirror vote
For
1. Director 1)    MARSHALL C. TURNER, JR.    2)   GARRY L. MOODY  3)EARL D. WEINER
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
       
Company Name
Meeting Date
CUSIP
Ticker
Alliance New York Muni Income Fund, Inc. Ser M
3/30/2015
01871P207
AYN ARPS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)    MARSHALL C. TURNER, JR.    2)   GARRY L. MOODY  3)EARL D. WEINER
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Alliance New York Muni Income
Fund, Inc. Ser T
3/30/2015
01871P306
AYN ARPS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)    MARSHALL C. TURNER, JR.    2)   GARRY L. MOODY  3)EARL D. WEINER
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Nuveen Diversified Commodity
Fund
3/31/2015
67074P104
CFD
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO APPROVE AND ADOPT A THIRD AMENDMENT AND RESTATEMENT OF THE CURRENT SECOND AMENDED AND RESTATED TRUST AGREEMENT OF NUVEEN DIVERSIFIED COMMODITY FUND.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Nuveen Lng/Shrt Commodity Total
Ret FD
3/31/2015
670731108
CTF
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO APPROVE AND ADOPT A THIRD AMENDMENT AND RESTATEMENT OF THE CURRENT SECOND AMENDED AND RESTATED TRUST AGREEMENT OF NUVEEN LONG/SHORT COMMODITY TOTAL RETURN FUND
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Tri-Continental Corp.
4/13/2015
895436103
TY
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or shareholder
 
 
 

 
 
Mirror vote
For
 
1. Director 1)     KATHLEEN BLATZ    2)   PAMELA G. CARLTON  3)ALISON TAUNTON-RIGBY 4)  WILLIAM A. HAWKINS
Issuer
Mirror vote
For
 
2-TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Issuer
Mirror vote
AGN
3-STOCKHOLDER PROPOSAL REGARDING SELF-TENDER OFFER.
Shareholder
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
General American Investors
Company, Inc.
4/15/2015
368802104
GAM
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)   MR. BERENS   2)  MR. CULLMAN  3) MR. DAVIDSON  4)    MR. GORDAN   5)   MS. GOTBAUM   6) MR. KNAFEL  7)  MR. NEIDICH 8)   MR. PRIEST
Issuer
Mirror vote
For
B. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS AUDITORS.
Issuer
Mirror vote
AGN
C. APPROVAL OF THE NON-BINDING SHAREHOLDER PROPOSAL RELATING TO A SELF-TENDER OF ALL OUTSTANDING COMMON SHARES AT OR CLOSE TO NET ASSET VALUE.
Shareholder
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
ALLIANCEBERNSTEIN INCOME FD
4/16/2015
01881E101
ACG
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)   MARSHALL C. TURNER, JR.   2)  GARRY L. MOODY 3) EARL D. WEINER
Issuer
Mirror vote
AGN
2-TO APPROVE, IF PROPERLY PRESENTED, ONE NONBINDING STOCKHOLDER PROPOSAL.
Shareholder
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
ISIN
Ticker
Juridica Investment Limited
4/20/2015
GG00B29LSW52
JIL LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-THAT EACH OF THE ANNUAL REPORT AND ACCOUNTS FOR THE PERIOD FROM 1 JANUARY 2014 TO 31 DECEMBER 2014, THE DIRECTOR'S REPORT AND THE AUDITOR'S REPORT BE RECEIVED AND ADOPTED
Issuer
Against
For
2-THAT THE TOTAL AGGREGATE REMUNERATION OF THE DIRECTORS OF THE COMPANY BEING USD 543,819 IN RESPECT OF THE YEAR ENDED 31 DECEMBER 2014 BE APPROVED
Issuer
For
For
3-THAT RICHARD JOHN BATTEY BE RE-ELECTED AS A DIRECTOR OF THE COMPANY
Issuer
For
For
4-THAT PRICEWATERHOUSECOOPERS CI LLP BE RE-APPOINTED AS AUDITORS OF THE COMPANY
Issuer
For
For
5-THAT THE DIRECTORS BE AUTHORISED TO FIX THE REMUNERATION OF THE AUDITORS
Issuer
For
For
6-THAT THE COMPANY GENERALLY BE AND IS HEREBY AUTHORISED FOR THE PURPOSES OF SECTION 315 OF THE COMPANIES LAW TO MAKE ONE OR MORE MARKET ACQUISITIONS (AS DEFINED IN THE COMPANIES LAW) OF ORDINARY SHARES IN THE CAPITAL OF THE COMPANY
Issuer
 
 
 

 
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Putnam Managed Muni Inc PFD
SER C
4/23/2015
746823400
PMM ARPS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1A- FIXING THE NUMBER OF TRUSTEES AT 14.
Issuer
Mirror vote
For
1. Director 1)     LIAQUAT AHAMED     2)     RAVI AKHOURY  3)  BARBARA M. BAUMANN  4) JAMESON A. BAXTER 5)  CHARLES B. CURTIS  6) ROBERT J. DARRETTA 7) KATINKA DOMOTORFFY 8) JOHN A. HILL 9)  PAUL L. JOSKOW  10) KENNETH R. LEIBLER 11)     ROBERT E. PATTERSON 12) GEORGE PUTNAM, III 13) ROBERT L. REYNOLDS 14) W. THOMAS STEPHENS
Issuer
Mirror vote
Against
2-APPROVAL OF THE CONVERSION OF YOUR FUND FROM CLOSED-END TO OPEN-END STATUS AND CERTAIN RELATED AMENDMENTS TO YOUR FUND'S DECLARATION OF TRUST.
Shareholder
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Putnam Muni Opportunities TR
PFD CL C
4/23/2015
746922400
PMO ARPS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1A- FIXING THE NUMBER OF TRUSTEES AT 14.
Issuer
Mirror vote
For
1. Director 1)     LIAQUAT AHAMED     2)     RAVI AKHOURY  3)  BARBARA M. BAUMANN  4) JAMESON A. BAXTER 5)  CHARLES B. CURTIS  6) ROBERT J. DARRETTA 7) KATINKA DOMOTORFFY 8) JOHN A. HILL 9)  PAUL L. JOSKOW  10) KENNETH R. LEIBLER 11)     ROBERT E. PATTERSON 12) GEORGE PUTNAM, III 13) ROBERT L. REYNOLDS 14) W. THOMAS STEPHENS
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
ADAMS EXPRESS COMPANY
4/30/2015
006212104
ADX
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)    ENRIQUE R. ARZAC    2)    PHYLLIS O. BONANNO  3)   KENNETH J. DALE  4)   FREDERIC A. ESCHERICH  5) ROGER W. GALE 6)  KATHLEEN T. MCGAHRAN  7) CRAIG R. SMITH 8)   MARK E. STOECKLE
Issuer
Mirror vote
For
2-THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC AUDITORS.
Issuer
Mirror vote
For
3-TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND THE COMPANY'S FUNDAMENTAL INVESTMENT POLICY ON INVESTMENTS IN COMMODITIES OR COMMODITIES CONTRACTS
Issuer
Mirror vote
For
4-TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE THE COMPANY PROVIDING INVESTMENT ADVISORY SERVICES TO OUTSIDE ACCOUNTS
Issuer
Mirror vote
Against
5-TO CONSIDER AND VOTE UPON, IF PROPERLY PRESENTED, A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE BOARD OF DIRECTORS CONSIDER CAUSING THE COMPANY TO CONDUCT A SELF- TENDER OFFER FOR ALL OF ITS OUTSTANDING COMMON SHARES.
Shareholder
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
 
 

 
 
Company Name
Meeting Date
ISIN
Ticker
Blackrock Latin American
Investment Trust PLC
4/30/2015
GB0005058408
BRLA LN
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO RECEIVE THE REPORT OF THE DIRECTORS AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON
Issuer
Against
For
2-TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014
Issuer
For
For
3- TO DECLARE A FINAL DIVIDEND OF 15.00 CENTS PER SHARE
Issuer
Against
For
4- TO RE-ELECT MR BURNELL AS A DIRECTOR
Issuer
Against
For
5-TO RE-ELECT MR MONTEIRO DE CASTRO AS A DIRECTOR
Issuer
Against
For
6-TO RE-ELECT EARL ST ALDWYN AS A DIRECTOR
Issuer
Against
For
7-TO RE-ELECT DR DOCTOR AS A DIRECTOR
Issuer
Against
For
8-TO RE-ELECT MR WHITEHEAD AS A DIRECTOR
Issuer
For
For
9-TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE COMPANY
Issuer
For
For
10-TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE AUDITORS' REMUNERATION
Issuer
For
For
11-TO GRANT THE DIRECTORS AUTHORITY TO ALLOT SHARES
Issuer
For
For
12-TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS IN RESPECT OF ISSUES OF NEW ORDINARY SHARES OR THE SALE OF ORDINARY SHARES OUT OF TREASURY
Issuer
For
For
13-TO AUTHORISE THE DIRECTORS TO PURCHASE THE COMPANY'S ORDINARY SHARES FOR CANCELLATION OR TO BE HELD IN TREASURY
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Stewart Information Services
Corporation
5/1/2015
860372101
STC
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1. Director 1) ARNAUD AJDLER     2)  ROBERT L. CLARKE 3)   JAMES CHADWICK  4)   GLENN C. CHRISTENSON 5)   LAURIE C. MOORE
Issuer
For
For
2-ADVISORY APPROVAL REGARDING THE COMPENSATION OF STEWART INFORMATION SERVICES CORPORATION'S NAMED EXECUTIVE OFFICERS (SAY-ON-PAY).
Issuer
For
For
3-RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS STEWART INFORMATION SERVICES CORPORATION'S INDEPENDENT AUDITORS FOR 2015
Issuer
For
For
4-RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS STEWART INFORMATION SERVICES CORPORATION'S INDEPENDENT AUDITORS FOR 2015
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
The GDL Fund
5/11/2015
361570104
GDL
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)    MARIO J. GABELLI, CFA    2)   MARIO D'URSO  3) MICHAEL J. MELARKEY
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
 
 

 
 
Company Name
Meeting Date
CUSIP
Ticker
Equus Total Return, Inc.
5/14/2015
294766100
EQS
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1. Director 1) Fraser Atkinson     2)  Alessanfro Benedetti 3)  Richard F. Bergner  4)  Kenneth I. Denos 5)   Gregory J. Flanagan 6) Henry W. Hankinson 7) John A. Hardy 8) Robert L. Flanagan 9) Bertrand Des Pallieres
Issuer
Mirror Vote
For
2-To ratify the selection of BDO USA, LLP as the Fund's independent registered public accounting firm for the accounting firm for the fiscal year ending December 31, 2015
Issuer
Mirror Vote
For
3-To approve, in a non-binding vote, the compensation paid to the fund's executive officers in 2014, as disclosed pursuant to item 302 of regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Nuveen Diversified Commodity
Fund
5/15/2015
67074P104
CFD
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1-TO APPROVE AND ADOPT A THIRD AMENDMENT AND RESTATEMENT OF THE CURRENT SECOND AMENDED AND RESTATED TRUST AGREEMENT OF NUVEEN DIVERSIFIED COMMODITY FUND.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
 
Firsthand Technology Value Fund
5/21/2015
33766Y100
SVVC
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror vote
For
1. Director 1)   GREG BURGLIN     2)  RODNEY YEE
Issuer
Mirror vote
For
2-THE RATIFICATION OF THE SELECTION OF TAIT, WELLER & BAKER LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2015.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Associated Estates Realty
Corporation
5/22/2015
045604105
AEC
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1. Director 1)     CHARLES M. ELSON     2)       JONATHAN LITT   3)   R. SCOT SELLERS
Shareholder
For
For
2-TO VOTE ON THE COMPANY'S PROPOSAL TO APPROVE THE AMENDMENT TO THE ASSOCIATED ESTATES REALTY CORPORATION AMENDED AND RESTATED CODE OF REGULATIONS.
Shareholder
For
For
3-SUBJECT TO THE APPROVAL OF PROPOSAL 2, THE ELECTION OF THE INDIVIDUAL IDENTIFIED IN PROPOSAL 3 OF THE WHITE PROXY CARD FURNISHED BY THE COMPANY'S MANAGEMENT IN CONNECTION WITH THE ANNUAL MEETING TO SERVE AS A DIRECTOR ON THE COMPANY'S BOARD OF DIRECTORS.
Shareholder
 
 
 

 
 
For
For
4-TO VOTE ON THE COMPANY'S PROPOSAL TO APPROVE THE ASSOCIATED ESTATES' THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION.
Shareholder
For
For
5-TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.
Shareholder
Against
Against
6-TO VOTE ON THE COMPANY'S PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.
Issuer
 
       
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Imperial Holdings, Inc.
5/28/2015
452834104
IFT
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
 shareholder
For
For
1. Director 1) JAMES CHADWICK    2)  MICHAEL CROW 3)   )   ANDREW DAKOS   4)     RICHARD DAYAN  5)    PHILLIP GOLDSTEIN 6)   GERALD HELLERMAN 7)   ANTONY MITCHELL
Issuer
For
For
2-TO VOTE ON AN ADVISORY RESOLUTION ON THE COMPENSATION OF CERTAIN OF THE COMPANY'S EXECUTIVE OFFICERS IN 2014.
Issuer
For
For
3-TO APPROVE AN AMENDMENT TO THE COMPANY'S BYLAWS REGARDING CLAIMS THAT MAY BE BROUGHT BY A SHAREHOLDER ON BEHALF OF THE COMPANY AND/OR ANY CLASS OF CURRENT AND/OR PRIOR SHAREHOLDERS AGAINST THE COMPANY, ITS OFFICERS AND DIRECTORS (THE "REPRESENTATIVE CLAIMS BYLAW").
Issuer
For
For
4-TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2010 OMNIBUS INCENTIVE PLAN, INCLUDING APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE COMPANY'S 2010 OMNIBUS INCENTIVE PLAN.
Issuer
For
For
5-TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE COMPANY NAME TO EMERGENT CAPITAL, INC.
Issuer
For
For
6-TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015.
 
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Consent cut-off
CUSIP
Ticker
Winthrop Realty Trust
5/28/2015
976391300
FUR
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
For
1. Director 1)  MICHAEL L. ASHNER      2)  ARTHUR BLASBERG, JR. 3)  HOWARD GOLDBERG  4)   THOMAS F. MCWILLIAMS  5)   LEE SEIDLER 6) CAROLYN TIFFANY 7) STEVEN ZALKIND
Issuer
For
For
2. PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
 
LMP Real Estate Income Fund Inc.
5/29/2015
50208C108
RIT
 
 
 

 
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
For
AGAINST
1. Director 1)GERALD HELLERMAN    2)  ANDREW DAKOS                   3) RICHARD COHEN
SHAREHOLDER
For
AGAINST
2-THE SHAREHOLDERS RECOMMEND THAT THE BROAD AUTHORIZE A SELF-TENDER OFFER FOR THE COMMON SHARES OF THE FUND AT OR CLOSE  TO NET ASSET VALUE
SHAREHOLDER
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
Millennium Investment
Acquisition Co Inc
6/9/2015
600329Q101
SMCG
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1. Director 1) David H. Lesser      2)   Dionisio D'Aguilar 3) Jesse Derris  4) Kevin Mctavish
Issuer
Mirror Vote
For
2-To ratify the board's  selection of Markspaneth, LLP as independent auditors of the company.
Issuer
Mirror Vote
For
3 - To transact such other business as may properly come before the meeting, or any adjournments thereof
Issuer
 
Name of Fund:
Special Opportunities Fund, Inc. (SPE)
 
Period:
July 1, 2014 - June 30,2015
 
 
Company Name
Meeting Date
CUSIP
Ticker
The Swiss Helvetia Fund
6/25/2015
870875101
SWZ
 
Vote
Management
Recommended Vote
Proposal
Propose by issuer or
shareholder
Mirror Vote
For
1. Director 1) BRIAN A. BERRIS      2)   DAVID R. BOCK
Issuer
Mirror Vote
For
2-WITH RESPECT TO THE PROPOSAL TO RATIFY THE SELECTION BY THE FUND'S BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.
Issuer
Mirror Vote
AGN
3-THE STOCKHOLDER ASKS THE BOARD OF DIRECTORS TO TAKE THE STEPS NECESSARY TO REORGANIZE THE BOARD OF DIRECTORS INTO ONE CLASS WITH EACH DIRECTOR SUBJECT TO ELECTION EACH YEAR, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
Issuer
 
 
 
 

 


SIGNATURES


Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  Special Opportunities Fund, Inc.                                                             


 
 
By (Signature and Title)*  /s/ Andrew Dakos                                                             
Andrew Dakos, President


 
 
Date 8/24/2015                                                                                                                   
 
 
 
 
 
* Print the name and title of each signing officer under his or her signature.