RCG RENN Fund Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

  

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 6, 2024

 

RENN Fund, Inc.

(Exact name of Registrant as specified in its charter)

 

Texas	811-22299	75-2533518
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

 

470 Park Avenue South,  New York, NY 10016  (914) 703-6904  (Address of principal executive offices)

 

Registrant’s telephone number, including area code: 646-291-2300

 

1999 Bryan Street, Suite 900 

Dallas, TX 75201-3136 

(Former name or former address, if changed since last report) 

11520 North N. Central Expressway, Suite 162 

Dallas, TX 75243

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

[  ]

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ] 

Item 8.01

Other Events.

  

The Renn Fund, Inc.

(the “Fund”) 

 

On June 6, 2024, the Board of Directors (“Board”) for the Fund approved certain changes to the Fund’s corporate governance documents and the addition of new directors as described herein.

 

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board unanimously approved changes to the bylaws, the result of which removed the classification system for the Board so that the election of the entire Board is voted upon each year beginning with the annual shareholder meeting in 2024. The Board also approved updates to the Pricing Committee Charter and its Code of Ethics, effective immediately. Copies of the updated documents are attached as exhibits and are incorporated herein by reference.

 

Additionally, the Board, based on the recommendation of the Nominating and Corporate Governance Committee, unanimously appointed Anita L. Allen and Melinda J. Newman as Directors of the Fund and members of the Nominating and Corporate Governance Committee, Audit Committee and Pricing Committee. Ms. Allen and Ms. Newman were also appointed as Audit Committee Financial Experts for the Fund, as that term is defined on Form N-CSR pursuant to the Sarbanes-Oxley Act of 2022. They will serve as Audit Committee Financial experts along with Director Doug Cohen. In light of the Board’s unanimous approval of changes to the Fund’s Bylaws, Ms. Allen and Ms. Newman will stand for re-election with all directors at the upcoming shareholder meeting in 2024, the details of which will be announced shortly.

 

Anita L. Allen is an Independent Director of the Fund. Ms. Allen is an experienced board director and strategist, skilled in advising companies and boards. Ms. Allen is president of Allen Advisory Group, a management consulting firm assisting clients with strategy development, digital transformation, and performance improvement. Ms. Allen chairs Audit and Nom/Gov committees. As a KPMG consulting partner and a practice leader with P&L responsibility, Ms. Allen was a key contributor to the growth of the management and technology consulting business. She has deep experience in strategic planning, business process improvement, performance measurement and strategic cost management, internal controls and enterprise risk, and the design and implementation of information systems across all functional areas. Ms. Allen holds a Bachelor of Science in Accounting from Monmouth University, and is a Certified Public Accountant. She is Board Chair Emeritus of the National Association of Corporate Directors New Jersey Chapter – NACD New Jersey, and holds the NACD Directorship Certification. She participated as a subject matter expert in developing the NACD Directorship Certification examination questions and review, and holds the CERT Certificate in Cybersecurity Oversight.

 

Melinda J. Newman is an Independent Director of the Fund. Ms. Newman is a senior asset management executive with over 20 years of experience leading investment research teams. In her most recent operating role at TCW, she led a team of research analysts with $15 billion invested in the corporate credit market. Ms. Newman has expertise in financial analysis, securities valuation, liquidity management, portfolio construction, risk management, compliance, and product development. She currently serves on the board of Wharton Alumni for Boards. Ms. Newman previously served as an executive director and on the Management Committee at Post Advisory Group, a subsidiary of Fortune 500 member Principal Financial Group (NASDAQ: PFG). Ms. Newman also served on the Financial Oversight Committee of the Santa Monica-Malibu Unified School District in California.  She previously served as an officer and trustee at Beth Shir Shalom in Santa Monica, where she helped the synagogue return to membership growth after a protracted period of decline. Ms. Newman holds an MBA with Honors in Finance from The Wharton School of the University of Pennsylvania, where she was named a Palmer Scholar. She is recognized by the National Association of Corporate Directors as NACD Directorship Certified. 

Item 9.01 Exhibits

 

Amended and Restated Bylaws of Renn Fund, Inc., effective as of June 6, 2024.

Pricing Committee Charter of Renn Fund, Inc.

Code of Ethics of Renn Fund, Inc.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RENN Fund, Inc.
Date: June 12, 2024	By:	/s/ Jay Kesslen
		Jay Kesslen
		Vice President, Chief Compliance Officer

 

 

RENN FUND, INC. (“Fund” or “Corporation”) 

AMENDED AND RESTATED BYLAWS

 June 6, 2024

 

ARTICLE I -- OFFICES

 

Section 1.1. Registered Office and Agency. The registered office of the Corporation shall be at such offices within the State of Texas as determined from time to time by the Board of Directors (“Board”).

 

Section 1.2. Other Offices. The Corporation may have, in addition to its registered office, offices and places of business at such places both within and without the State of Texas as the Board may from time to time determine.

 

ARTICLE II -- OWNERSHIP, MEMBERSHIP AND PURPOSE

 

Section 2.1. Ownership and Purpose. The Corporation is formed for all general business purposes as may be authorized under the laws of the State of Texas.

 

Section 2.2. Common Stock. All the Common Stock shall be of equal right in liquidation, in payment of dividends, distributions, and in voting.

 

Section 2.3. Annual Meeting. An annual meeting of the Shareholders shall be held each year for the purpose of electing Directors and for consideration of any and all business which may be properly brought before the meeting. Unless another prior time or place is designated by the Chairman by notice, such meeting shall be held at the place of business of the Corporation, or at such other place that the Board determines. Written notice of such meeting shall be provided to the Shareholders, delivered by mail or email stating the place, date and time for the meeting, not more than seventy (70) or less than thirty (30) days prior to the meeting date.

 

Section 2.4. Special Meetings. Special meetings of the Shareholders may be called by the Chairman at his discretion and shall be called by the Chairman upon the written request of a majority of the Directors or of the holders of ten (10%) per cent of the outstanding Shares. Written notice of such meeting, delivered personally, by mail duly posted with postage prepaid stating the place, date and time for the meeting, the reason for the meeting and the action proposed to be taken, shall be provided to the Shareholders not more than sixty (60) or less than thirty (30) days prior to the meeting date. Business at such special meeting shall be limited to matters specified in the notice.

 

Section 2.5. Quorum and Manner of Acting. At any meeting of the Shareholders, the presence in person or by proxy of a majority of Shareholders shall constitute a quorum for the transaction of business at such meeting. At such meeting, the action by a majority of the Shareholders or by such larger number as is required by Statute, the Articles of Incorporation or these Bylaws for the action to be taken, whether in person or by proxy, shall constitute the action of the Shareholders.

 

Section 2.6. Action without a Meeting. Any action which may be required or permitted to be taken by the Shareholders at a meeting, may be taken without a meeting if a written consent setting forth the action to be taken is signed by a majority of the Shareholders or by such larger number as is required by Statute, the Articles of Incorporation, or these Bylaws for the action to be taken. Upon Action without a Meeting, such consent shall be placed in the minute books as though it were minutes of a meeting and a notice of such Action without a Meeting shall be furnished to all shareholders within 10 days thereof.

ARTICLE III -- BOARD OF DIRECTORS

 

Section 3.1. Management and Control. Management and control of the Corporation shall be vested solely in its Board which may exercise all powers of the Corporation and do all lawful acts and things as are not prohibited by Statute, or by the Articles of Incorporation or by these Bylaws.

 

Section 3.2. Number and Qualifications. The Board shall initially consist of no less than three members and no more than ten members. This may be increased or decreased from time to time by amendment to these Bylaws. Any Directorship to be filled by reason of any increase in number of Directors shall be filled by a majority vote of the Board at a meeting called for that purpose. No decrease in number shall act to reduce the term of office of a duly elected Director unless such Director resigns or is removed from office in accordance with these Bylaws.

 

Section 3.3. Election and Term of Office. The term of office for a Director shall be one year (“Term”). Thereafter, at each annual meeting, the shareholders shall elect the candidates to fill the vacancy of all Directors annually. In the event that the number of Directors is increased, the Term of office of such added directorships shall be one year. In the event that the number of Directors is decreased, the remaining Directors shall serve their Term as elected. At each annual election, the persons receiving a majority of votes shall be the Directors. The Director so elected shall hold office for the Term provided and until his or her successor is elected and qualified or until his or her earlier death, resignation, disqualification, or removal.

 

Section 3.4. Removal of Directors. A Director may be removed from office for cause, at any special meeting of the Directors called for that purpose, by the affirmative vote of a 75% majority of the then-sitting Directors, excluding the Director whose term is sought to be revoked. At least fifteen days prior to action, a written notice of intention to present a motion of removal, stating the reasons for the action sought, shall be given to each Director, signed by the Director who proposes to introduce such motion, and by the Director who proposes to second the motion. Notice shall be in such manner and such times as provided in these Bylaws. If the motion is defeated, a further motion for removal of such Director shall not be brought back to the Board until after one year from the date of the failed motion for removal. Cause for removal shall be the Director’s failure without prior excuse from a majority of the Board to attend 4 consecutive Regular meetings; or failure without prior excuse from a majority of the Board to attend a majority of the meetings within the past 12 months; or a ruling of mental incompetence by a Court of proper jurisdiction; or conviction by a Court of proper jurisdiction of commission of a criminal act against or involving the Corporation.

 

Section 3.5. Vacancies. Any vacancy occurring in the Board by death, resignation, removal or otherwise may be filled by the affirmative vote of a majority of the remaining Directors at any special meeting called for that purpose. Such Director shall serve until the next annual meeting of Stockholders at which time the Director’s election shall be ratified by the shareholders or an alternate Director shall be elected to complete the unexpired term of his or her predecessor in office.

Section 3.6. Place and Time of Meetings. The Annual, Regular, and Special meetings of the Board shall be held at such place within the continental United States and at such times as shall be established from time to time by a majority of the Board. In the absence of action by the Board, the date and time shall be established by the Chairman and notice thereof shall be provided to all Directors at least ten (10) days prior to the Meeting.

 

Section 3.7. Annual Meeting. An annual meeting of the Board, including any newly elected Directors, shall be held each year immediately following the Annual Meeting of Shareholders. At such annual meeting, Officers for the following year shall be appointed and except as provided by Statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at such meeting without prior notice.

 

Section 3.8. Regular Meeting. Regular meeting of the Board of which no notice to Directors shall be necessary, may be established by resolution duly adopted by the Board, such to be held no less than quarterly and to be held at such regular time and place as may be fixed from time to time by duly adopted resolution. Except as provided by Statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at a regular meeting without prior notice.

 

Section 3.9. Special Meetings. Special meetings of the Board may be called by the Chairman or by two Directors on ten (10) days written notice to each Director, delivered personally, or by email and/or telephone communication. Such notice shall, in addition to stating the place, date and time for the meeting, state any reason for the meeting and the actions proposed to be taken. Business at such special meeting shall be limited to matters specified in the notice unless such notice is waived by all Directors.

 

Section 3.10. Quorum and Manner of Acting. At all meetings of the Directors the presence of a majority of Directors shall constitute a quorum for the transaction of business. Except for a matter that requires action by an amount greater than a majority of the Directors, the action by a majority of the Directors present at a duly constituted meeting shall constitute the act of the Board.

 

Section 3.11. Action without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by all Directors. Any such consent shall be placed in the minute books as though it were minutes of a meeting.

 

Section 3.12. Directors Compensation. The Board shall have authority to provide reasonable compensation to the Directors for services on the Board from time to time and shall reimburse Directors for all reasonable expenses incurred by them on behalf of or as a result of services on the Board of the Corporation. The Board shall also have the authority to employ a Director or to provide special compensation to a Director for special services.

 

ARTICLE IV – NOTICES

 

Section 4.1. Manner of Giving Notice. Unless otherwise specified in these Bylaws, by Stature, or by the Articles of Incorporation any notice required under these Bylaws, or any notice to a Shareholder, Director, Officer, or Committee Member, shall be deemed adequate if given in writing by mail or email. Notice shall be deemed delivered at the time of deposit in the mail or date on the email.

Section 4.2. Waiver of Notice. Whenever any notice is required to any Director, Officer or Committee Member, a waiver thereof in writing, signed by the person entitled to notice, whether before or after the time stated, shall be deemed equivalent to notice. Any Director, Officer or Committee Member who attends a meeting and votes on the matter, which is the subject of notice, waives any defect of notice of such meeting unless such attendance is for the specific purpose of protesting lack of notice and a protest of lack of notice is noted for the record.

 

ARTICLE V -- OFFICERS, EMPLOYEES AND AGENTS

 

Section 5.1. Officers. The Officers of the Corporation shall be a Chairman of the Board; (provided if there is no Chairman elected, the President shall serve as Chairman), a President, one or more Vice Presidents, (and if more than one Vice President, each with such descriptive title as the Board shall deem appropriate), a Secretary, and a Treasurer. If not otherwise duly elected as Board members, the Chairman and the President shall, during their term in elected office, be Ex- Officio Directors and, except for the right to vote to amend the Bylaws or to remove a Director from office, such Ex-Officio members shall have full voting powers. No other Officer need be a Director or shall be a Director by virtue of his or her office.

 

Section 5.2. Appointments. The Board may also appoint one or more Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries, and such other Officers or Agents as it shall deem necessary from time to time, and such Officers or Agents shall exercise such powers and shall perform such duties as the Board shall determine.

 

Section 5.3. Compensation. The compensation of all Officers and Agents shall be determined from time to time by the Board. The Board may, subject to its review, delegate the authority to fix the compensation of any Officer or Agent to a Compensation Committee of the Board.

 

Section 5.4. Term of Office; Removal; Vacancies. Each Officer shall hold office until his or her successor is chosen and qualified or until his or her earlier death, resignation, disqualification, or removal. Any Officer or any Agent shall hold office at the pleasure of the Board and may be removed from office at any time and at the sole judgment of the Board.

 

Section 5.5. Chairman of the Board. The Chairman of the Board, if elected, shall preside at all meetings of the Board and at other public meetings called for purposes of carrying forward the purposes of the Corporation. He or she shall advise the President and other Officers and shall exercise such other powers and duties as shall be assigned to him or her by the Board. Along with the President, he or she shall be the official spokesman for the Corporation. In the event that a President is not elected, the Chairman may, with the consent of the Board, exercise all the powers and duties of the President.

 

Section 5.6. President. Unless otherwise designated by the Board, the President shall be the Chief Executive Officer of the Corporation and subject to these Bylaws, have the power to exercise general supervision of the affairs of the Corporation. In the absence of the Chairman, the President shall preside at meetings of the Board. He or she shall have general authority to execute bonds, contracts, and other documents of the Corporation and to affix the corporate seal thereto; to cause the employment or appointment of Officers and agents; to establish compensation therefore, and to remove or suspend such Agents and Officers. All Officers, Agents and Operational Committees shall report to the President, who shall have authority to suspend or authorize activities of any Committee, subject to review by the Board. In the absence or disability of the President, his or her duties and powers may be exercised by the Vice Presidents in order of seniority, unless otherwise determined by the President or the Board.

Section 5.7. Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and duties as shall be ascribed or delegated to him or her from time to time by the President or the Board.

 

Section 5.8. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall have active control of and be responsible for all matters pertaining to the accounts and finances of the Corporation. He or she shall audit all payrolls and vouchers of the Corporation and direct the manner of certifying same for payment, shall maintain accurate books and records of all receipts and disbursements and of all assets and liabilities; and shall prepare financial reports for the President and the Board no less than annually and at such other times as the President or the Board shall request. The Treasurer shall cause all moneys and funds of the Corporation to be deposited with banking or financial depositories selected by the Corporation and shall be responsible for the collection of all accounts and moneys due to the Corporation. The Treasurer shall have the power to endorse for deposit all checks, drafts, bills of exchange or other commercial papers payable to the Corporation and to give receipts, therefore. In the absence of the Treasurer, his or her duties may be performed by an Assistant Treasure in the order of seniority, unless otherwise determined by the President or the Board. If required by the Board, the Treasurer shall provide the Corporation with a surety bond, in such sum and with such sureties as the Board approves, to assure the full and faithful performance of his or her duties; the cost of such bond to be paid for by the Corporation.

 

Section 5.9. Assistant Treasurer. Each Assistant Treasurer shall assist the Treasurer and shall have such powers and perform such duties as shall be delegated to him or her by the Treasurer, the President, or the Board.

 

Section 5.10. Secretary. The Secretary shall see that notice of meetings are given to all Directors and to Shareholders as required by these Bylaws and shall keep true and proper notes and minutes of all meeting of the Shareholders, the Board, and any Committees thereof. The Secretary shall be responsible for the maintenance of all records of the Corporation (except for those of which some other office is accountable), shall have possession of the Corporate Seal and shall have the Authority to attest any and all writing and documents to which the same may be affixed. In the absence of the Secretary, his or her duties may be performed by an Assistant Secretary in the order of seniority, unless otherwise determined by the Board.

 

Section 5.11. Assistant Secretary. Each Assistant Secretary shall assist the Secretary and shall have such powers and perform such duties as shall be delegated to him or her by the Secretary, the President, or the Board.

 

Section 5.12. Additional Powers and Duties. In addition to the foregoing, the several appointed and elected Officers or Agents shall perform such other duties and have such further powers as may be properly delegated to them from time to time by the Board or any duly authorized superior Officer.

 

ARTICLE VI -- COMMITEES

 

Section 6.1. Board Committees. The Board may establish committees from time to time for such purposes as the Board may determine and may vest those committees with such authority as the Board shall desire to grant, provided that any action of such committees shall at all times be subject to review of the Board, and such Committees shall not have power to remove Directors or to amend these Bylaws. If required by legislation or regulation, or at the Board’s own volition if not otherwise required by legislation or regulation, an Audit Committee shall be established which shall, among its other duties, review all related party transactions and relay its findings and recommendations to the Board. The Board shall approve or disapprove such related party transactions by vote of a majority of its independent Directors. Each such committee shall designate a Chairman and a Secretary. The Secretary shall keep minutes of the committee’s meetings and its actions, and copies thereof shall be furnished to the Fund’s Corporate Secretary and to the Directors. Subject to approval by the Board, each committee shall establish its own rules of procedure.

Section 6.2. Executive Committee. The Board may establish an Executive Committee consisting of the Chairman, the President, and such additional members as to constitute not less than a majority of the whole Board, which committee shall be vested with the fullest authority to act on behalf of the Board in the event of emergency and inability to convene the full Board within the time limits available. Such Committee shall be convened on 72 hours’ notice to Committee members by the Chairman or the President. All actions of the Executive Committee are subject to review and termination by the Board but shall be binding on the corporation until terminated. All Directors shall receive notice of, and be entitled to attend, any meeting of the Executive Committee.

 

ARTICLE VII -- OTHER PROVISIONS

 

Section 7.1. Reserves. There may be created from time to time by resolution of the Board, out of the undistributed funds of the Corporation, reserve or reserves as the Board, in its sole discretion, think proper or necessary for payment of present or future operating expenses and liabilities, or to repair or maintain property of the Corporation, or for such other purpose as the Directors deem necessary and proper; and the Board may further modify or abolish such reserves in the same manner as created.

 

Section 7.2. Fiscal year. The fiscal year of the Corporation unless otherwise fixed by Resolution of the Board, shall end on December 31.

 

Section 7.3. Seal. The Corporation Seal shall be in such form as shall be adopted and approved from time to time by the Board. The Seal shall be used by the Secretary when necessary to authenticate a Corporation action by affixing the seal, or a facsimile thereof, to the requisite resolution, contract, bill, deed, or other document.

 

Section 7.4. Indemnification. Any person, (or his or her testator or personal representative), made a party to any civil or criminal action, suit or proceeding by reason of the fact that he or she, is or was a Director, Officer, Employee or Agent of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney fees, court costs and amounts paid in settlement of judgments or claims, (other than amounts paid to the Corporation by him and except in relation to matter as to which it shall be adjudged in such civil or criminal action or proceeding that such Officer, Director, Agent or Employee is liable for gross negligence or misconduct in the performance of his or her duties to the Corporation.) In the case of a criminal action or proceeding, a conviction (whether based on a plea of guilty or nolo contendere, or after trial) shall not of itself be deemed an adjudication of liability for gross negligence or misconduct in the performance of duties. The rights herein provided shall not be exclusive of any other rights of indemnification provided by Statute, the Articles of Incorporation or by action of the Board.

Section 7.5. Surety Bonds. Such Officers, Directors, Agents and Employees of the Corporation as the President or the Board may direct, may, from time to time, be bonded for the faithful performance of their duties and for the restoration to the Corporation of all books, papers, money, or other property of whatever kind in their control, in such amounts and by such sureties as the Corporation shall select. The premiums on such bond shall be paid by the Corporation and the Bonds so furnished shall be in the custody of the Secretary.

 

ARTICLE VIII—AMENDMENTS

 

Section 8.1. Amendments by the Board of Directors. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board by a 2/3^rds majority vote of the then-sitting Directors, provided that notice of intention to amend the Bylaws and the proposed amendments shall have been furnished to all Directors at least 10 days prior to the Meeting by the Secretary or by the Director who proposes the Amendment and the Director who shall propose to second the motion to amend, provided however, that a motion to increase or decrease the number of directors or to amend the terms of office of Directors shall require a 75% majority vote of the then-sitting Directors.

 

Section 8.2. Amendments by the Shareholders. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted at any meeting of the Shareholders by a 75% majority vote of the Shareholders provided that notice of intention to amend the Bylaws and the proposed amendments shall have been furnished to all Shareholders at least 30 days prior to the Meeting by the Secretary or by the Shareholder who proposes the Amendment and the Shareholder who shall propose to second the motion to amend.

 

Updated: June 6, 2024

 

 

PRICING COMMITTEE CHARTER

OF THE RENN FUND, INC.

 

The Pricing Committee of the Renn Fund, Inc. (the “Fund”) consists of members of the Board of Directors (the “Board”). The Board has delegated its pricing and oversight responsibilities to the Pricing Committee.

 

Purpose

 

The Pricing Committee is responsible for:

 

●

Reviewing, from time to time, the Fund’s Procedures for Valuing Portfolio Securities and Assets and Net Asset Value Corrections (the “Procedures”), which Procedures serve to establish policies and procedures for the fair valuation of the Fund’s assets;

 

●

Making fair value determinations with respect to Fund assets when market prices are not readily available or considered inaccurate in accordance with the Procedures; and

 

●

Performing such other duties as may be assigned to it by the Board.

 

Composition and Term of Members of the Pricing Committee

 

Pricing Committee shall consist of no less than two (2) Directors, each of whom shall be considered an Independent Director.

 

In order for the Pricing Committee to carry out its function, a quorum must be present. A quorum consists of any two members. The members of the Pricing Committee may meet in person, by telephone or by any other electronic means, including e-mail, which the members deem to be appropriate for carrying out the functions of the Pricing Committee.

 

If a primary member of the Pricing Committee is not available, the Chairman of the Board, Chief Compliance Officer or Treasurer may take the place of a primary member, so long as any such valuation will be subsequently ratified by the primary members of the Pricing Committee as soon as reasonably practical.

 

A majority of the Directors that are not “interested persons” of the Fund (“Independent Directors”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), may appoint and/or replace Pricing Committee members, including primary members. Pricing Committee members shall serve until a successor is appointed by the Board.

 

Meetings and Records

 

The Pricing Committee meets on an as needed basis, but no less than annually. The Pricing Committee shall maintain minutes or other records of its meetings and activities and provide the Board with a report supporting its fair value determinations (“Report”) at the Board’s regularly scheduled quarterly Board Meetings. The Report shall contain a discussion of the information and factors considered by the Pricing Committee that support the determination. The Board shall also be notified when the security is no longer being fair valued. 

Responsibilities of the Pricing Committee

 

In discharging its responsibilities under this Charter, the Pricing Committee may, in addition to other actions it deems appropriate, consider the actions described below:

 

●

Reviewing, from time to time, the Procedures, which Procedures serve to establish policies and procedures for the fair valuation of the Fund’s assets;

 

●

Making fair value determinations with respect to Fund assets when market prices are not readily available or considered inaccurate in accordance with the Procedures;

 

●

Reviewing information regarding fair value and other determinations made pursuant to the Procedures;

 

●

Reporting to the Board on a regular basis regarding the Pricing Committee’s duties at regularly scheduled quarterly Board meetings or otherwise requested by the Board;

 

●

Recommending revisions to the Procedures;

 

●

Reviewing industry developments; and

 

●

Performing other duties as may be requested by the Board.

 

LAST UPDATED:

June 2024

 

 

CODE OF ETHICS
FOR
THE BOARD OF DIRECTORS
OF
RENN FUND, INC.

 

The Renn Fund, Inc. (the “Fund”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure -- financial and otherwise -- in compliance with applicable law. This Code of Ethics (the “Code”), applicable to the Fund’s Board of Directors (the “Board”), sets forth policies to guide you in the performance of your duties and is for the purpose of promoting:

 

●

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

●

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submit to, the Securities and Exchange Commission and in other public communications made by the Fund;

 

●

compliance with applicable laws and governmental rules and regulations;

 

●

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in this Code; and

 

●

accountability for adherence to this Code.

 

As a member of the Board, you must comply with applicable law. You also have a responsibility to conduct yourself in an honest and ethical manner. You have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns.

 

This Code recognizes that each member of the Board is subject to certain conflicts of interest inherent in the operation of investment companies, because, among other reasons, the members of the Board currently or may in the future serve as officers or employees of the Fund’s investment advisor and/or affiliates of the Fund’s investment advisor, Horizon Kinetics Asset Management LLC (“Horizon”). This Code also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Fund or Horizon govern your conduct in connection with many of the situations that arise in connection with the operations of the Fund, including:

 

●

the Investment Company Act of 1940, as amended, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the “1940 Act”);

●

the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Advisers Act”);

 

●

the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the 1940 Act (the “Fund’s 1940 Act Code of Ethics”);

 

●

one or more codes of ethics adopted by Horizon that have been reviewed and approved by the members of the Board of the Fund that are not “interested persons” of the Fund (each an “Independent Director”) within the meaning of the 1940 Act (the “Horizon 1940 Act Code of Ethics”); and

 

●

Horizon’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Horizon Policies”).

 

The provisions of the 1940 Act, the Advisers Act, the Horizon 1940 Act Code of Ethics, and the Horizon Policies are referred to herein collectively as the “Additional Conflict Rules”.

 

This Code is different from, and is intended to supplement, the Additional Conflict Rules. Accordingly, a violation of the Additional Conflict Rules by a member of the Board is hereby deemed not to be a violation of this Code, unless and until the Independent Directors determine that any such violation of the Additional Conflict Rules is also a violation of this Code.

 

Members of the Board Should Act Honestly and Candidly

 

Each member of the Board has a responsibility to the Fund to act with integrity. Integrity requires, among other things, being honest and candid.

 

Each Member of the Board must:

 

●

act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules;

 

●

comply with the laws, rules and regulations that govern the conduct of the Fund’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance”; and

 

●

adhere to a high standard of business ethics.

Conflicts Of Interest

 

A conflict of interest for the purpose of this Code occurs when your private interests, or those of your family members, interfere in any way, or even appear to interfere, with the interests of the Fund.

 

Members of the Board are expected to use objective and unbiased standards when making decisions that affect the Fund, keeping in mind that members of the Board are subject to certain inherent conflicts of interest because members of the Board of the Fund, or a member of the Board’s family, also are or may be officers of Horizon (as a result of which it is incumbent upon you to be familiar with and to seek to comply with the Additional Conflict Rules).

 

You are required to conduct the business of the Fund in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships. When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to the Fund where you are receiving a personal benefit, you should act in accordance with the letter and spirit of this Code.

 

If you are in doubt as to the application or interpretation of this Code to you as a member of the Board, you should make full disclosure of all relevant facts and circumstances to the Fund and obtain approval prior to taking action.

 

Each member of the Board must:

 

●

avoid conflicts of interest wherever possible;

 

●

handle any actual or apparent conflict of interest ethically;

 

●

not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by the Fund whereby the member of the Board would benefit personally to the detriment of the Fund;

 

●

not cause the Fund to take action, or fail to take action, for the personal benefit of the member of the Board rather than the benefit of the Fund;

 

●

not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and

 

●

report at least annually affiliations or other relationships with the Fund, the Advisor (of its affiliates) or the distributor, including any related conflict of interest.

Some conflict of interest situations that should always be approved by the Fund (or one of its respective committees), if material, include the following:

 

●

the receipt of any entertainment or non-nominal gift by the member of the Board, or a member of his or her family, from any company with which the Fund has current or prospective business dealings (other than Horizon), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

●

any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than Horizon; or

 

●

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the member of the Board’s employment by Horizon, such as compensation or equity ownership.

 

Disclosures

 

It is the policy of the Fund to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Fund. As a member of the Board, you are required to promote compliance with this policy and to abide by the Fund’s standards, policies and procedures designed to promote compliance with this policy.

 

Each member of the Board must:

 

●

familiarize himself or herself with the disclosure requirements applicable to the Fund as well as the business and financial operations of the Fund; and

 

●

not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, including to the other members of the Board, the Fund’s independent auditors, the Fund’s counsel, counsel to the Independent Directors, governmental regulators or self-regulatory organizations.

 

Unless otherwise required by law, this Code shall be disclosed as required by the Securities and Exchange Commission.

Compliance

 

It is the Fund’s policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each member of the Board to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.

 

Personal Trading Policy

 

Members of the Board may not, directly or indirectly, acquire or dispose of a Covered Security (a reportable security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the 1940 Act) unless such purchase or sale has been approved by the Chief Compliance Officer or his/her designee. Pre-clearance is not required for instruments that are not Covered Securities such as direct obligations of the U.S. government, shares issued by open-end and closed-end investment companies (excluding the Fund), etc. Additionally, at the end of each quarter, members of the Board shall provide the Chief Compliance Officer details of their trading transaction activity or attest that there has been no trading during such quarter.

 

Accountability

 

Each member of the Board must:

 

●

upon receipt of the Code, sign and submit to the Fund’s Board an acknowledgement stating that he or she has received, read and understands the Code on the certification attached hereto as Appendix A.

 

●

annually thereafter affirm to the Fund’s Board that he or she has complied with the requirements of the Code and reported any violations of the Code on the certification attached hereto as Appendix A.

 

●

notify the Fund promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

 

●

not retaliate against any other member of the Board or any employee of the Fund or affiliated persons of the Fund or the Fund’s service providers for reports of potential violations that are made in good faith.

 

Reporting Violations

 

The Fund’s Nominating and Corporate Governance Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Fund’s Nominating and Corporate Governance Committee may consult Fund counsel in order to effectively discharge its responsibilities.

Investigation Procedures

 

The Fund will follow these procedures in investigating and enforcing this Code:

 

●

The Nominating and Corporate Governance Committee will take all appropriate action to investigate any potential violations of the Code;

 

●

If, after such investigation, the Nominating and Corporate Governance Committee believes that no violation has occurred, the Nominating and Corporate Governance Committee is not required to take any further action;

 

●

Any matter that the Nominating and Corporate Governance Committee believes is a violation of this Code will be reported to the Fund’s Board; and

 

●

If the Board concurs that a violation has occurred, it will take action which it considers appropriate. Such action may include a review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of each service provider or its governing body; or a recommendation to dismiss the member of the Board.

 

Waivers of Code of Ethics

 

The Nominating and Corporate Governance Committee is responsible for granting waivers, implicit or otherwise, of this Code, as appropriate. Such Committee will be responsible for granting waivers, as appropriate; and any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

A waiver is the approval of a material departure from a provision of this Code. An implicit waiver is the Fund’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the Nominating and Corporate Governance Committee.

 

Recordkeeping

 

The Fund will maintain and preserve for a period of not less than six (6) years from the date an action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Nominating and Corporate Governance Committee: (i) that provided the basis for any amendment or waiver to this Code; and (ii) relating to any violation of this Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Nominating and Corporate Governance Committee.

Confidentiality

 

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Nominating and Corporate Governance Committee, the Fund and their counsel, Horizon and its counsel and any other advisors, consultants or counsel retained by the Board or the Nominating and Corporate Governance Committee.

 

Amendments

 

This Code, other than Exhibit A, may not be amended except in written form, which is specifically approved by a majority vote of the members of the Board of the Fund, including a majority of the Independent Directors.

 

No Rights Created

 

This Code is a statement of certain fundamental principles, policies and procedures that govern each of the members of the Board in the conduct of the Fund’s business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity.

 

Updated: June 6, 2024

Appendix A

 

RENN FUND INC.

 

Certification and Acknowledgement of Receipt of Code of Ethics

 

I acknowledge and certify that I have received a copy of the Code of Ethics for the members of the Board of Directors of the Renn Fund, Inc. (the “Code”). I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

 

I acknowledge my commitment to comply with the Code.

 

Applicable next year:

 

I acknowledge that I complied with the Code for the one-year period ended __________.

 

I acknowledge that I reported all violations of this Code for the one-year period ended ___________ of which I am aware.

 

(Please submit on a separate piece of paper, exceptions to these acknowledgements.)

 

Board Member Name (Please Print)		Board Member Signature
		Date

 

v3.24.1.1.u2

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity File Number	811-22299
Entity Registrant Name	RENN Fund, Inc.
Entity Central Index Key	0000919567
Entity Tax Identification Number	75-2533518
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	1999 Bryan Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201-3136
City Area Code	646
Local Phone Number	291-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false

---