SPE Special Opportunities Fund Inc

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Social Capital Suvretta Hldgs Corp III

7/6/2022

G8253W109

DNAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Business Combination Proposal - To consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, dated as of January 18, 2022 (as it may be amended from time to time, the "Business Combination Agreement"), by and among Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company ("SCS"), and ProKidney LP ("ProKidney") (acting through its general partner, ProKidney GP Limited) and the transactions contemplated thereby (the "Business Combination").

Issuer

For

For

2a. Organizational Documents Proposal 2A - as a special resolution, a change in the name of SCS to "ProKidney Corp."

Issuer

For

For

2b. Organizational Documents Proposal 2B - as an ordinary resolution, an increase of authorized number of SCS Class B ordinary shares of a par value of US$0.0001 each from 50,000,000 to 500,000,000 (the "Increase") such that following the Increase, the authorized share capital of SCS shall be US$100,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 500,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each.

Issuer

For

For

2c. Organizational Documents Proposal 2C - as a special resolution, the amendment and restatement of SCS's current memorandum and articles of association (the "Memorandum and Articles of Association") with the second amended and restated memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") of SCS following the consummation of the Business Combination ("New ProKidney").

Issuer

For

For

3. Stock Issuance Proposal - For the purposes of complying with the applicable listing rules of the Nasdaq Capital Market, to consider and vote upon a proposal to approve by ordinary resolution the issuance of (x) New ProKidney's Class B ordinary shares, par value $0.0001 per share, which will be entitled to one vote per share ("New ProKidney Class B ordinary shares") to ProKidney pursuant to the terms of the Business Combination Agreement (including New ProKidney Class B ordinary shares ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4a.Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that Tim Bertram, Ph.D. be appointed to serve as a Class III director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2025.

Issuer

For

For

4b. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that Pablo Legorreta be appointed to serve as a Class III director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2025.

Issuer

For

For

4c. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that William F. Doyle be appointed to serve as a Class I director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2023.

Issuer

For

For

4e. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that Alan M. Lotvin, M.D. be appointed to serve as a Class I director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2023.

Issuer

For

For

4f. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that Uma Sinha, Ph.D. be appointed to serve as a Class III director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2025.

Issuer

For

For

4g. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that John M. Maraganore, Ph.D. be appointed to serve as a Class II director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2024.

Issuer

For

For

4h. Director Appointment Proposal - To consider and vote upon a proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares that José Ignacio Jiménez Santos be appointed to serve as a Class II director on New ProKidney's Board upon the consummation of the Business Combination for a term that will expire at New ProKidney's annual general meeting of shareholders in 2024.

Issuer

For

For

5. Incentive Equity Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution the ProKidney Corp. 2022 Incentive Equity Plan.

Issuer

For

For

6. bEmployee Stock Purchase Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution the ProKidney Corp. Employee Stock Purchase Plan.

Issuer

For

For

7. Auditor Ratification Proposal - To consider and vote upon a proposal to approve the appointment by SCS's audit committee of Marcum LLP as the independent registered public accountants to SCS to audit and report on SCS's consolidated financial statements for the year ending December 31, 2022.

Issuer

For

For

8. Adjournment Proposal - To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient proxies for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

EV New York Municipal Bond FD

7/14/2022

27827Y109

ENX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Thomas E. Faust Jr.

 

 

 

Election of Director: Cynthia E. Frost

 

 

 

Election of Director: Scott E. Wennerholm

 

 

 

Election of Director: Nancy A. Wiser

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

B. RILEY PRINCIPLE 150 MERGER CORP

7/15/2022

05601V103

BRPM

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 the agreement and plan of merger (the "Original Merger Agreement"), as amended on December 29, 2021 and March 10, 2022, respectively (collectively, the "Merger Agreement Amendments" and together with the Original Merger Agreement and further amendments and/or restatements from time to time, the "Merger Agreement"), by and among BRPM, BRPM Merger Sub, Inc., a Delaware corporation and a direct wholly owned ...(due to space limits, see proxy material for full proposal).

Issuer

FOR

FOR

2a. Binding Charter Proposal A - a proposal for the holders of BRPM's Class A common stock and Class B common stock, voting together as a single class, to approve the adoption of the second amended and restated certificate of incorporation of BRPM (the "Proposed Charter"), a copy of which is attached to the proxy statement/prospectus as Annex B, which will replace the Current Charter.

Issuer

FOR

FOR

2b. Binding Charter Proposal B - a proposal for the holders of BRPM's Class A common stock to approve an amendment to the Current Charter to (i) increase the number of authorized shares of New FaZe's capital stock, each with a par value of $0.0001 per share, from 111,000,000 shares consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, and 1,000,000 shares of preferred stock, to 501,000,000 shares consisting of 500,000,000 shares of New FaZe ...(due to space limits, see proxy material for full proposal).

Issuer

FOR

FOR

3a.Advisory Charter Proposal A - If the Binding Charter Proposals are approved, the Proposed Charter will remove the provisions for BRPM's current Class B common stock (which will all convert into New FaZe's single class of common stock in connection with the Business Combination). Under the Proposed Charter, New FaZe will be authorized to issue 501,000,000 shares of capital stock, consisting of (i) 500,000,000 shares of New FaZe common stock, par value $0.0001 per share, and (ii) 1,000,000 shares of New ...(due to space limits, see proxy material for full proposal).

Issuer

FOR

FOR

3b.Advisory Charter Proposal B - if the Binding Charter Proposals are approved, the Proposed Charter will provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of New FaZe's stock entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Issuer

FOR

FOR

3c.Advisory Charter Proposal C - The Proposed Charter will eliminate the ability of stockholders to act by written consent.

Issuer

FOR

FOR

3d. Advisory Charter Proposal D - Under the Proposed Charter, the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New FaZe will be required to amend, alter, repeal or rescind Articles V(B) (Preferred Stock), VI (Directors), VII (Stockholder Meetings), VIII (Director Liability), IX (Indemnification), X (Forum Selection), and XI (Amendments) of the Proposed Charter.

Issuer

FOR

FOR

3e. Advisory Charter Proposal E - under the Proposed Charter, the board of directors of New FaZe (the "New FaZe Board") is expressly authorized to adopt, amend, alter, or repeal New FaZe's amended and restated bylaws (the "Proposed Bylaws"). The Proposed Bylaws can also be adopted, amended, altered or repealed by the stockholders, provided that any stockholder amendment to the Proposed Bylaws will require approval of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of voting stock of New FaZe.

Issuer

FOR

FOR

3f. Advisory Charter Proposal F - The Proposed Charter will change the classification of the New FaZe Board from two classes to three classes, with each class elected for staggered term, as well as with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i), a director may be removed from office ...(due to space limits, see proxy material for full proposal).

Issuer

FOR

FOR

4. Advisory Charter Proposal F - The Proposed Charter will change the classification of the New FaZe Board from two classes to three classes, with each class elected for staggered term, as well as with each class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, (i), a director may be removed from office ...(due to space limits, see proxy material for full proposal).

Issuer

FOR

FOR

5.Vote Board of Directors:
Election of Director: C. Cordozar Broadus Jr.
Election of Director: Mickie Rosen
Election of Director: Ross Levinsohn
Election of Director: Angela Dalton
Election of Director: Nick Lewin
Election of Director: Paul Hamilton
Election of Director: Lee Trink
Election of Director: Bruce Gordon
Election of Director: Daniel Shribman
Election of Director: Andre Fernandez

Issuer

FOR

FOR

6. The Incentive Plan Proposal - to consider and vote upon a proposal to approve the New FaZe 2022 Omnibus Incentive Plan (the "Incentive Plan"), a copy of which is attached to the proxy statement/prospectus as Annex D, including the authorization of the initial share reserve under the Incentive Plan.

Issuer

FOR

FOR

7. The ESPP Proposal - to consider and vote upon a proposal to approve the New FaZe 2022 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to the proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the ESPP.

Issuer

FOR

FOR

8. The Adjournment Proposal - to consider and vote upon a proposal to approve the adjournment of the Special Meeting 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, any of the foregoing proposals would not be duly approved by our stockholders.

Issuer

FOR

For

7. Auditor Ratification Proposal - To consider and vote upon a proposal to approve the appointment by SCS's audit committee of Marcum LLP as the independent registered public accountants to SCS to audit and report on SCS's consolidated financial statements for the year ending December 31, 2022.

Issuer

FOR

For

8. Adjournment Proposal - To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient proxies for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Voya Infra, Industrials and Materials

7/19/2022

92912x101

IDE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

NO Vote Sold

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: John V. Boyer

 

 

 

Election of Director: Patricia W. Chadwick

 

 

 

Election of Director: Sheryl K. Pressler

 

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CC Neuberger Principal Holdings II

7/19/2022

G3166T103

PRPB

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Domestication Merger Proposal — To consider and vote upon a proposal by special resolution to approve CCNB merging with and into Vector Domestication Merger Sub, LLC (“Domestication Merger Sub”) in accordance with Section 18-209 of the DLLCA

FOR

FOR

and ceasing to exist in the Cayman Islands in accordance with Part XVI the Companies Act, with Domestication Merger Sub surviving the merger as a wholly-owned direct subsidiary of New CCNB (the “Domestication Merger”), and all outstanding securities of CCNB will convert to outstanding securities of New CCNB, as described in more detail in the accompanying proxy statement/prospectus (the “Domestication Merger Proposal”);

Issuer

FOR

FOR

2. Business Combination Proposal — To consider and vote upon a proposal to approve the Business Combination Agreement, dated December 9, 2021 (the “Business Combination Agreement”), by and among CCNB, New CCNB, Domestication Merger Sub, Vector Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 1”), Vector Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of CCNB (“G Merger Sub 2”), Griffey Global Holdings, Inc., a Delaware corporation (“Getty Images”) and Griffey Investors, L.P., a Delaware limited partnership, solely for the purposes of certain sections set forth therein, a copy of which is attached as Annex A to this proxy statement/prospectus, and approve the transactions contemplated thereby (including the Getty Mergers) (the “Business Combination” and such proposal, the “Business Combination Proposal”); and

Issuer

FOR

FOR

3. Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the Shareholders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. This proposal will only be presented at the Shareholders Meeting (i) to the extent necessary to ensure that any legally required supplement or amendment to the proxy statement/prospectus is provided to CCNB Shareholders, (ii) if there are insufficient voting interests of CCNB represented (either in person or by proxy) to constitute a quorum, (iii) in order to solicit additional proxies from CCNB Shareholders for purposes of obtaining approval of the Required CCNB Shareholder Proposals, (iv) if the holders of public shares have elected to redeem such shares such that the Net Funded Indebtedness Condition (as defined in the accompanying proxy statement/prospectus) would not be satisfied, or (v) in the case of clauses “(ii)” and “(iii)”, upon the reasonable request of Getty Images (the “Adjournment Proposal”).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Logan Ridge Financial Corp.

7/22/2022

541098109

LRFC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Ted Goldthorpe

 

Mirror Vote

For

2. To ratify the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Issuer

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Blackrock California Muni

7/25/2022

09248E102

BFZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Cynthia L. Egan

 

 

 

Election of Director: Robert Fairbairn

 

 

 

Election of Director: Stayce D. Harris

 

 

 

 

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Blackrock ESG Capital Allocation

7/25/2022

09262F100

ECAT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

 

1. Vote Board of Directors:

Issuer

 

 

Election of Director: Frank J. Fabozzi

 

 

 

Election of Director: Robert Fairbairn

 

 

 

Election of Director: J. Phillip Holloman

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Cion Investment Corp.

7/28/2022

17259U204

CION

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

Election of Director: Edward J. Estrada

 

 

 

Election of Director: Peter I. Finlay

 

 

 

Election of Director: Earl V. Hedin

 

Mirror Vote

For

2. To approve a proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell Shares at a price below net asset value ("NAV") during the next 12 months following shareholder approval, subject to certain limitations described in the proxy statement (the "Share Issuance Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FS KKR Capital Corp

8/3/2022

302635206

FSK

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Issuer

 

Election of Director: Barbara Adams

 

 

 

Election of Director: Michael C. Forman

 

 

 

Election of Director: Jerel A. Hopkins

 

Mirror Vote

For

2. To approve the proposal to allow the Company in future offerings to sell its shares below net asset value per share in order to provide flexibility for future sales.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

TORTOISE ENERGY INDEPENDENCE FUND, INC.

8/9/2022

8914860 20 0

NDP

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:
Election of Director: Alexandra A. Herger
Election of Director: H. Kevin Birzer

Issuer

Mirror Vote

For

2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

TORTOISE PWR & ENERGY INFREASTR FUND, INC.

8/9/2022

89147X 10 4

TPZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:
Election of Director: Alexandra A. Herger
Election of Director: H. Kevin Birzer

Issuer

Mirror Vote

For

2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending November 30, 2022.

Issuer

Mirror Vote

Against

3. To consider and vote on the non-binding Shareholder Proposal relating to a self-tender offer for all outstanding common shares.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Macquarie GBL INFRA TOTAL RET FD INC.

8/10/2022

55608D 10 1

MGU

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1.Election of Class II Director to serve until the 2025 Annual Meeting: Thomas W. Hunersen

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Delaware Enhanced GBL DIV& INC FD-COM

8/10/2022

246060107

DEX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

ELection of Director: Christianna Wood
Election of Director: Janet L. Yeomans
Election of Director: Jerome D. Abernathy
Election of Director: Thomas L. Bennett
Election of Director: Ann D. Borowiec
Election of Director: Joseph W. Chow
Election of Director: H. Jeffrey Dobbs
Election of Director: John A. Fry
Election of Director: Joseph Harroz, Jr.
Election of Director: Sandra A.J. Lawrence
Election of Director: Shawn K. Lytle
Election of Director: F. A. Sevilla-Sacasa
Election of Director: Thomas K. Whitford
Election of Director: Christianna Wood
Election of Director: Janet L. Yeomans

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Delaware Enhanced GBL DIV& INC

8/10/2022

246107106

IVH

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Election of Director: H. Jeffrey Dobbs
Election of Director: F. A. Sevilla-Sacasa
Election of Director: Christianna WooD
Election of Director: Joseph W. Chow

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

BNY Mellon High Yield Strategies Fund

8/16/2022

09660L105

DHF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:

Election of Director: Bradley J. Skapyak
Election of Director: Roslyn M. Watson
Election of Director: Benaree Pratt Wiley

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Social Capital Suvretta Hldgs Corp I

8/18/2022

G8253T106

DNAA

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 by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 26, 2022 (the "Merger Agreement"), by and among SCS, Karibu Merger Sub, Inc. ("Merger Sub") and Akili Interactive Labs, Inc. ("Akili"), a copy of which is attached to the proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Akili (the ...(due to space limits,see proxy material for full proposal).

Issuer

FOR

FOR

2. The Domestication Proposal - To consider and vote upon a proposal to approve by special resolution, the change of SCS's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication" and, together with the Merger, the "Business Combination").

Issuer

FOR

FOR

3. Organizational Documents Proposal A - As a special resolution, the change in the authorized share capital of SCS from 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share (the "SCS Class B ordinary shares"), and 5,000,000 preference shares, par value $0.0001 per share (the "SCS preference shares"), to shares of common stock, par value $0.0001 per share, of Akili, Inc. (the "Akili, Inc. common ...(due to space limits,see proxy material for full proposal).

Issuer

FOR

FOR

4. Organizational Documents Proposal B - As a special resolution, the issue of any or all shares of Akili, Inc. preferred stock in one or more classes or series by the board of directors of Akili,Inc., with such terms and conditions as may be expressly determined by Akili, Inc.'s board of directors and as may be permitted by the DGCL.

Issuer

FOR

FOR

5. Organizational Documents Proposal C - As a special resolution, the adoption of the Proposed Certificate of Incorporation and the Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the proxy statement/prospectus as Annex J and Annex K, respectively), including (1) changing the corporate name from "Social Capital Suvretta Holdings Corp. I" to "Akili, Inc.," (2) making Akili, Inc.'s corporate existence perpetual, (3) adopting Delaware as ...(due to space limits,see proxy material for full proposal).

Issuer

FOR

FOR

6. The Director Appointment Proposal - For the holders of the SCS Class B ordinary shares, to consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to appoint to a staggered board nine directors who, upon consummation of the Business Combination, will be the directors of Akili, Inc.

Issuer

FOR

FOR

7. The Stock Issuance Proposal - To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of Akili, Inc. common stock to (a) the PIPE Investors (as defined in the proxy statement/prospectus), including the Sponsor Related PIPE Investors (as defined in the proxy statement/prospectus), pursuant to the PIPE Investment (as defined in the proxy statement/prospectus) and (b) the Akili stockholders pursuant to the Merger Agreement.

Issuer

FOR

FOR

8. The Incentive Plan Proposal - To consider and vote upon a proposal to approve by ordinary resolution, the 2022 Stock Option and Incentive Plan.

Issuer

FOR

FOR

9. The ESPP Proposal - To consider and vote upon a proposal to approve by ordinary resolution, the 2022 Employee Stock Purchase Plan.

Issuer

FOR

FOR

10. The Auditor Ratification Proposal - To consider and vote upon a proposal to approve by ordinary resolution the ratification of the appointment of Marcum LLP as the independent registered public accountants of SCS to audit and report upon SCS's consolidated financial statements for the year ending December 31, 2022.

Issuer

FOR

FOR

11. The Adjournment Proposal - To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of Proposal No. 1 through Proposal No. 9 at the extraordinary general meeting.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Giginternational1, Inc

8/19/2022

37518W106

GIW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment: Amend the Company's Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a business combination six (6) times for an additional one (1) month each time, from August 21, 2022 to February 21, 2023 (i.e., for a period of time ending 21 months from the consummation of its initial public offering).

Issuer

For

For

2. Trust Amendment: Amend the Company's investment management trust agreement, dated as of May 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period six (6) times for an additional one (1) month each time from August 21, 2022 to February 21, 2023 by depositing into the Trust Account for each one-month extension the lesser of: $200,000 or $0.05 per share multiplied by the number of public shares then outstanding.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

THE TAIWAN FUND

9/6/2022

874036106

TWN

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve a proposed Investment Advisory Agreement between the Fund and Nomura Asset Management U.S.A. Inc.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CENTER CST BRKFLD MLP & ENGY INFRA COM

9/9/2022

151461209

CEN

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1.1 Election of Independent Class II Trustee to serve until the third annual meeting: Mr. Edward Kuczmarski

Issuer

Mirror Vote

For

1.2 Election of Independent Class II Trustee to serve until the third annual meeting: Mr. Stuart McFarland

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

DELAWARE INV NATIONAL MUNI INC FD-COM

9/11/2022

24610T108

VFL

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:                                                           Election of Director: Jerome D. Abernathy                           Election of Director: Thomas L. Bennett
Election of Director: H. Jeffrey Dobbs
Election of Director: John A. Fry
Election of Director: Joseph Harroz, Jr.
Election of Director: Sandra A.J. Lawrence
Election of Director: Shawn K. Lytle
Election of Director: F. A. Sevilla-Sacasa
Election of Director: Thomas K. Whitford
Election of Director: Christianna Wood
Election of Director: Janet L. Yeomans

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

THE SWISS HELVETIA FUND, INC

9/14/2022

870875101

SWZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror

For

1. Vote Board of Directors:                                                               Election of Director: Andrew Dakos
Election of Director: Richard Dayan
Election of Director: Phillip F. Goldstein
Election of Director: Gerald Hellerman
Election of Director: Moritz A. Sell

Issuer

Mirror

For

2. To ratify the selection by the Fund's Board of Directors of Tait, Weller & Baker, LLP as the Fund's independent registered public accounting firm for the year ending December 31, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CION INVESTMENT CORPORATION

9/15/2022

17259U204

CION

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:                                                           Election of Director: Edward J. Estrada
Election of Director: Peter I. Finlay
Election of Director: Earl V. Hedin

Issuer

Mirror Vote

For

2. To approve a proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell Shares at a price below net asset value ("NAV") during the next 12 months following shareholder approval, subject to certain limitations described in the proxy statement (the "Share Issuance Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Neuberger Berman Next Generation Connectivity Fund Inc.

9/15/2022

64133Q108

NBXG

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1a. Election of Class II Director: Michael J. Cosgrove

Issuer

Mirror Vote

For

1b. Election of Class II Director: Deborah C. McLean

Issuer

Mirror Vote

For

1c. Election of Class II Director: George W. Morriss

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Neuberger Berman New York Municipal Fund, Inc.

9/15/2022

64124K102

NBO

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1a. Election of Class II Director: Michael J. Cosgrove

Issuer

Mirror Vote

For

1b. Election of Class II Director: Deborah C. McLean

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

NEUBERGER BERMAN CALIFORNIA MUNICIPAL FUND INC

9/15/2022

64123C101

NBW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1a. Election of Class II Director: Michael J. Cosgrove

Issuer

Mirror Vote

For

1b. Election of Class II Director: Deborah C. McLean

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

SABA CAPITAL INCOME & OPPORTUNITIES FD

9/23/2022

78518H202

BRW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:                                                           Election of Director: Thomas Bumbolow
Election of Director: Karen Caldwell
Election of Director: Ketu Desai
Election of Director: Kieran Goodwin
Election of Director: Aditya Bindal
Election of Director: Andrew Kellerman

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

DWS Municipal Income Trust

9/23/2022

233368109

KTF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Chad D. Perry

 

Mirror Vote

For

Election of Director: Catherine Schrand

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

DWS Strategic Municipal Inc Trust

9/23/2022

23342Q101

KSM

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Chad D. Perry

 

Mirror Vote

For

Election of Director: Catherine Schrand

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

ROYCE MICRO-CAP TRUST, INC.

9/28/2022

780915104

RMT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:                                                           Election of Director: Patricia W. Chadwick
Election of Director: Arthur S. Mehlman
Election of Director: Michael K. Shields

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Vertical Cap Income FD.-SH OF BEN INTR

9/28/2022

92535C104

VCIF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. To re-elect Robert J. Boulware as a Trustee of the Fund.

 

Mirror

For

 

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MFS HIGH YIELD MUNICIPAL TR - COM

10/6/2022

59318E102

CMU

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Maureen R. Goldfarb

 

Mirror Vote

For

Election of Director: Maryanne L. Roepke

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MFS HIGH INCOME MUNICIPAL TR - COM

10/6/2022

59318D104

CXE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Maureen R. Goldfarb

 

Mirror Vote

For

Election of Director: Maryanne L. Roepke

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MFS INVESTMENT GRADE MUNICIPAL TR - COM

10/6/2022

59318B108

CXH

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Maureen R. Goldfarb

 

Mirror Vote

For

Election of Director: Maryanne L. Roepke

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MFS MUNICIPAL INCOME TR - COM

10/6/2022

552738106

MFM

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Maureen R. Goldfarb

 

Mirror Vote

For

Election of Director: Maryanne L. Roepke

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Miller/Howard High Income Equity Fund

10/11/2022

600379101

HIE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

1. Vote Board of Directors:

 

 

 

Election of Director: Catherine M. Johnston

 

Mirror Vote

For

Election of Director: Paul Kazarian

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Digtal Health Acquisition Corp.

10/20/2022

253893101

DHAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Approval of amendment of Certificate of Incorporation to, among other things, extend the date by which the Company has to consummate a business combination for an additional three (3) months, from November 8, 2022 to February 8, 2023 and provide our board of directors the ability to further extend the date by which the Company has to consummate a business combination up to three (3) additional times for three (3) months each time, for a maximum of nine (9) additional months, with payment of any applicable extension fee.

Issuer

For

For

2. Approval of amendment of the Investment Management Trust Agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, (i) allowing the Company to extend the business combination period from November 8, 2022 to February 8, 2023 and up to three (3) times for an additional three (3) months each time during the period from February 8, 2023 to November 8, 2023 and (ii) updating certain defined terms in the Trust Agreement.

Issuer

For

For

3. Approval of the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and Trust Amendment Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Delaware Enhanced GBL DIV& INC

11/8/2022

246107106

IVH

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Delaware Ivy High Income Opportunities Fund ("IVH") to abrdn Income Credit Strategies Fund (the "Acquiring Fund") in exchange solely for newly issued common shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all or substantially all liabilities of IVH and the distribution of common shares of beneficial interest of the Acquiring Fund to the shareholders of IVH and complete liquidation of IVH.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Macquarie GBL INFRA TOTAL RET FD INC.

11/8/2022

55608D 10 1

MGU

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Macquarie Global Infrastructure Total Return Fund Inc. ("MGU") to abrdn Global Infrastructure Income Fund (the "Acquiring Fund") in exchange solely for newly issued common shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all or substantially all liabilities of MGU and the distribution of common shares of beneficial interest of the Acquiring Fund to the shareholders of MGU and complete liquidation of MGU.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

OXBRIDGE ACQUISITION CORP

11/9/2022

G6855L109

OXAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Amend the Company's amended and restated memorandum and articles of association to extend the date that the Company has to consummate a business combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors).

Issuer

For

For

2. Adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the other proposals.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Delaware Enhanced GBL DIV& INC FD-COM

11/9/2022; Adjourned to 12/18/2022

246060107

DEX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Delaware Enhanced Global Dividend and Income Fund ("DEX") to abrdn Global Dynamic Dividend Fund (the "Acquiring Fund") in exchange solely for newly issued common shares of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of all or substantially all liabilities of DEX and the distribution of common shares of beneficial interest of the Acquiring Fund to the shareholders of DEX and complete liquidation of DEX.

Issuer

Abstain

None

2. Shareholder Proposal: RESOLVED: If shareholders of Delaware Enhanced Global Dividend and Income Fund (the Fund) do not approve the proposed merger of the Fund into Abrdn Global Dynamic Dividend Fund ("AGD") at this meeting, they request that the Board of Trustees take steps to cause the Fund to be liquidated or converted to (or merged with) an exchange traded fund (ETF) or an open-end mutual fund.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Texas Pacific Land Corp

11/16/2022

88262P102

TPL

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Against

For

1a. Election of Class II Director to serve until the 2025 Annual Meeting: Rhys J. Best

Issuer

Against

For

1b. Election of Class II Director to serve until the 2025 Annual Meeting: Donald G. Cook

Issuer

Against

For

1c. Election of Class II Director to serve until the 2025 Annual Meeting: Donna E. Epps

Issuer

For

For

1d. Election of Class II Director to serve until the 2025 Annual Meeting: Eric L. Oliver

Issuer

Against

For

2. To approve, by non-binding advisory vote, the executive compensation paid to our named executive officers.

Issuer

For

For

3.  To approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") providing for the declassification of the Board.

Issuer

Against

For

4. To approve an amendment to the Company's Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares.

Issuer

For

For

5. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Issuer

For

Against

6. To consider a non-binding stockholder proposal regarding the stockholders' right to call for a special stockholder meeting.

Issuer

For

Against

7. To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation of a potential spinoff.

Issuer

For

Against

8. To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders' agreement between the Company and certain stockholders.

Issuer

For

Against

9. To consider a non-binding stockholder proposal regarding the stockholders' right to act by written consent.

Issuer

For

Against

10. To consider a non-binding stockholder proposal regarding director election and resignation policy.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

SRHTotal Return Fund

11/17/2022

101507101

STEW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:                                                                                           Election of Director: Dr. Dean Jacobson
Election of Director: Nicole Murphey

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

AUSTERLITZ ACQUISITION CORP I

11/21/2022

G0633D109

AUS

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment Proposal: To amend and restate the Company's Memorandum and Articles of Association by adopting the second amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement (the "Second Amended and Restated Memorandum and Articles of Association") to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ...(due to space limits,see proxy material for full proposal). More Details

Issuer

For

For

2. Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated March 2, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee ("Continental"), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to change the date on which Continental must commence liquidation of the trust account established in connection with ...(due to space limits,see proxy material for full proposal). More Details

Issuer

For

For

3. Adjournment Proposal: To adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from (i) the holders of Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), and the Class C ordinary ...(due to space limits,see proxy material for full proposal). More Details

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

AUSTERLITZ ACQUISITION CORP II

11/21/2022

G0633U101

ASZ

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment Proposal: To amend and restate the Company's Memorandum and Articles of Association by adopting the second amended and restated memorandum and articles of association in the form set forth in Annex A of the accompanying proxy statement (the "Second Amended and Restated Memorandum and Articles of Association") to change the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business ...(due to space limits,see proxy material for full proposal).

Issuer

For

For

2. Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated March 2, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee ("Continental"), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying proxy statement, to change the date on which Continental must commence liquidation of the trust account established in connection with ...(due to space limits,see proxy material for full proposal).

Issuer

For

For

3. Adjournment Proposal: To adjourn the Shareholder Meeting to a later date or dates or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from (i) the holders of Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), and the Class C ordinary ...(due to space limits,see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FORTRESS VALUE ACQUISITION CORP. IV

11/21/2022

34964K108

FVIV

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment Proposal — To amend the Company’s Amended and Restated Certificate of Incorporation by adopting the second amended and restated certificate of incorporation in the form set forth in Annex A of the proxy statement to amend the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from March 18, 2023 to the later of (x) November 22, 2022 or (y) the date of the effectiveness of the Second Amended and Restated Certificate of Incorporation (the “Amended Termination Date”) (the “Charter Amendment Proposal”).

Issuer

For

For

2. The Trust Amendment Proposal – To amend the Investment Management Trust Agreement, dated March 15, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the proxy statement to change the date on which Continental must commence liquidation of the trust account established in connection with the Company’s initial public offering to the Amended Termination Date (the “Trust Amendment Proposal”).

Issuer

For

For

3.The Adjournment Proposal – To adjourn the Special Meeting to a later date or dates or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of Class A common stock, par value $0.0001 per share, and Class F common stock, par value$0.0001 per share, to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal or (y) if the Company’s board of directors determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the Charter Amendment Proposal and/or the Trust Amendment Proposal

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

PWP FORWARD ACQUISITION CORP. I

11/27/2022

74709Q101

FRW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The First Amendment Proposal - To approve the adoption of an amendment (the "First Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Charter") as set forth in paragraphs four, six and nine of Annex A of the accompanying proxy statement to change the date (which we refer to as the "Original Termination Date") by which the Company must either (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar ...(due to space limits,see proxy material for full proposal).

Issuer

For

For

2. The Second Amendment Proposal - To approve the adoption of an amendment (the "Second Amendment") to the Charter as set forth in paragraphs five, seven, eight and ten of Annex A of the accompanying proxy statement to eliminate from the Charter the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51- 1(g)(1) of the Securities Exchange Act of 1934 (the "Exchange ...(due to space limits,see proxy material for full proposal).

Issuer

For

For

3. The Adjournment Proposal - To approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

HIGH INCOME SECURITIES FUND

11/29/2022

42968F108

PCF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1a. Election of Trustee: Phillip Goldstein

Issuer

For

For

1b. Election of Trustee: Andrew Dakos

Issuer

For

For

1c. Election of Trustee: Rajeev Das

Issuer

For

For

1d. Election of Trustee: Richard Dayan

Issuer

For

For

1e. Election of Trustee: Gerald Hellerman

Issuer

For

For

1f. Election of Trustee: Ben H. Harris

Issuer

For

For

1g. Election of Trustee: Mortiz Sell

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

DTRT HEALTH ACQUISITION CORP.

11/30/2022

23344T103

DTRT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To amend (the "Extension Amendment") the Company's Amended and Restated Certificate of Incorporation (our "charter") to extend the date by which the Company must consummate a business combination (the "Extension") from December 7, 2022 (the date which is 15 months from the closing date of the Company's initial public offering of our units (the "IPO")) to March 7, 2023 (the date which is 18 months from the closing date of the IPO) (the "Extended Date").

Issuer

For

For

2.
A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit futher solicitation and vote of proxies in the event that there insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

DESTRA MULTI-ALTERNATIVE FUND

12/7/2022

25065A502

DMA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1.1 Election of Class I Trustee: John S. Emrich - Class I

Issuer

Mirror Vote

For

1.2 Election of Class I Trustee: Michael S. Erickson - Class I

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

LARKSPUR HEALTH ACQUISITION CORP.

12/7/2022

51724W206

LSPRU

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 the adoption of the Business Combination Agreement, dated as of July 20, 2022 (the “Business Combination Agreement”), as amended from time to time, by and among Larkspur, Larkspur Merger Sub Inc. (“Merger Sub”), the Security Representative named therein and ZyVersa Therapeutics, Inc. (“ZyVersa”), pursuant to which Merger Sub will merge with and into ZyVersa (the “Acquisition Merger” and, together with all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with ZyVersa surviving the Acquisition Merger as a wholly owned subsidiary of the Company (we refer to this proposal as the “Business Combination Proposal”);

Issuer

For

For

2A. The Charter Proposal - To change the Company’s name to “ZyVersa Therapeutics, Inc.”, change the Company’s purpose to “any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware”, remove the provisions related to the Company’s status as a blank check company, and provide that, subject to the rights of any series of the Combined Entity’s (as the Company will be referred to as the “Combined Entity” after the Business Combination) preferred stock, no action will be taken by any holders of shares of the Combined Entity’s common stock, except at an annual or special meeting of stockholders called in accordance with the bylaws, and no action will be taken by the stockholders by written consent;

Issuer

For

For

2B. The Charter Proposal - to provide that any amendment to the bylaws will require the approval of either the Combined Entity's board of directors or the holders of at least 66 2/3 % of the voting power of the Combined Entity's then outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Issuer

For

For

2C. The Charter Proposal - to provide that any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least 66 2/3 % of the voting power of the Combined Entity's then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Issuer

For

For

2D. The Charter Proposal - to provide that the holders of 33 1/3 % of the voting power of the stock issued and outstanding and entitled to vote at a meeting, present in person, or by remote communications, if applicable, or represented by proxy, constitute a quorum for the transaction of business at all meetings of the stockholders.

Issuer

For

For

3A. The Governance Proposal - to authorize capital stock of 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock and (b) 1,000,000 shares of preferred stock, issuable as consideration for the Business Combination and the other transactions contemplated in this proxy statement/prospectus, and for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans.

Issuer

For

For

3B. The Governance Proposal - to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims, subject to the jurisdiction of federal district courts over certain claims or suits and Section 22 of the Securities Act of 1933.

Issuer

For

For

3C. The Governance Proposal - to eliminate certain provisions related to the Company's status as a blank check company.

Issuer

For

For

4. The Omnibus Incentive Plan Proposal - to consider and vote upon a proposal to approve 2022 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), a copy of which is attached to this proxy statement/prospectus as Annex E (we refer to this proposal as the "Omnibus Incentive Plan Proposal").

Issuer

For

For

5. The Nasdaq Proposal — To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the Nasdaq Capital Market (“Nasdaq”), (a) the issuance of shares of common stock in connection with the Acquisition Merger, and (b) the issuance of shares of preferred stock pursuant to the subscription agreement governing the private placement (“PIPE”) transaction to be consummated in connection with the Business Combination (the “PIPE Subscription Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex F and (c) the issuance of shares of preferred stock and the underlying shares of common stock upon any conversion thereof as payment for certain advisory services (we refer to this proposal as the “Nasdaq Proposal”) and together with the Business Combination Proposal, the Charter Proposals, and the Omnibus Incentive Plan Proposal, the “Condition Precedent Proposals”);

Issuer

For

For

6. The Adjournment Proposal — To consider and vote upon a proposal to approve under Delaware General Corporation Law (the “DGCL”) the adjournment of the Special Meeting 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, any of the Condition Precedent Proposals would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Z-WORK ACQUISITION CORP.

12/8/2022

98880C102

ZWRK

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment Proposal - To amend the Company's Amended and Restated Certificate of Incorporation by adopting the second amended and restated certificate of incorporation in the form set forth in Annex A of the proxy statement to amend the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more ...(due to space limits, see proxy material for full proposal). More Details

Issuer

For

For

2. The Trust Amendment Proposal - To amend the Investment Management Trust Agreement, dated January 28, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, as trustee ("Continental"), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the proxy statement to change the date on which Continental must commence liquidation of the trust account established in connection with the Company's initial public ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

3. The Adjournment Proposal - To adjourn the Special Meeting to a later date or dates or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes from the holders of Class A common stock, par value $0.0001 per share, and Class B Common Stock, par value $0.0001 per share, to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal or (y) if the Company's ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

ARBOR RAPHA CAPITAL BIOHOLDINGS CORP. I

12/8/2022

03881F112

ARCKW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror

For

1. The Extension Proposal - a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") pursuant to an amendment to the Certificate of Incorporation (as set forth in the "first" and "second" sections of Annex A of the accompanying proxy statement).

Issuer

Mirror

For

2. The Redemption Limitation Amendment Proposal - a proposal to amend the Certificate of Incorporation pursuant to an amendment to the Certificate of Incorporation (as set forth in the "third", "fourth", "fifth" and "sixth" sections of Annex A of the accompanying proxy statement).

Issuer

Mirror

For

3. The Adjournment Proposal - A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the "Adjournment Proposal"), which may be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

KKR ACQUISITION HOLDINGS I CORP

12/12/2022

48253T109

KAHC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1A. Extension Proposal: A proposal to amend the Company's amended and restated certificate of incorporation (the "charter") to extend the date by which the Company has to consummate a business combination for an additional nine (9) months, from March 19, 2023 to December 19, 2023 (such period, the "Extension Period").

Issuer

For

For

1B. Elective Early Wind-Up Proposal: A proposal to amend the Company's charter to permit our board of directors (the "Board") to elect to wind up our operations prior to December 19, 2023.

Issuer

For

For

2. Trust Amendment Proposal: A proposal to amend the Company's investment management trust agreement, dated as of March 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company has to consummate a business combination from March 19, 2023 to December 19, 2023, or such earlier date as determined by our Board.

Issuer

For

For

3. Adjournment Proposal: A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Extension Proposal, the Elective Early Wind-Up Proposal and the Trust Amendment Proposal.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MEXICO EQUITY AND INCOME FUND, INC.-COM

12/14/2022

592834105

MXE

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1a. To elect the below-named nominee as Class III Director to hold office for the time period relating to such nominee's class and until his successor has been duly elected and qualified: Glenn Goodstein

Issuer

For

For

1b. To elect the below-named nominee as Class III Director to hold office for the time period relating to such nominee's class and until his successor has been duly elected and qualified: Gerald Hellerman

Issuer

For

For

2. To amend the Fund's fundamental investment restriction related to borrowing or issuing senior securities to allow borrowing and issuing as permitted by the Investment Company Act of 1940 (the "1940 Act"), or any rule or order thereunder.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

LONGVIEW ACQUISITION CORP II

12/14/2022

54319Q105 (U-204;WS-113)

LGV/U/WS

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Charter Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date that the Company has to consummate a business combination from March 23, 2023 to September 23, 2023 or such earlier date determined by the Company's board of directors (the "Board') and publicly announced by the Company.

Issuer

For

For

2. Trust Amendment Proposal: Amend the Company's Investment Trust Management Agreement, dated March 18, 2021 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee ("ContinentaI") to change the date that Continental must commence liquidation of the trust account to the earliest of (i) the Company's completion of an initial business combination, (ii) September 23, 2023, and (iii) such earlier date determined by the Board.

Issuer

For

For

3. Adjournment Proposal: Adjourn the Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal l and/or Proposal 2, if the Board determines before the Stockholder Meeting that it is not necessary or no longer desirable to proceed with Proposal 1 and/or Proposal 2, or if otherwise determined by the chairperson of the Stockholder Meeting to be necessary or appropriate.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

VILLAGE SUPER MARKET, INC.

12/15/2022

927107409

VLGEA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Vote Board of Directors:                                                                  Election of Director: Robert Sumas
Election of Director: William Sumas
Election of Director: John P. Sumas
Election of Director: Nicholas Sumas
Election of Director: John J. Sumas
Election of Director: Kevin Begley
Election of Director: Steven Crystal
Election of Director: Stephen F. Rooney
Election of Director: Perry J. Blatt
Election of Director: Prasad Pola

Issuer

For

For

2. Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2023

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

JAPAN SMALLER CAPITALIZATION FD COMMON

12/15/2022

47109U104

JOF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1.1 Election of Director to serve for a term of one year: Rodney A. Buck

Issuer

Mirror Vote

For

1.2 Election of Director to serve for a term of one year: David B. Chemidlin

Issuer

Mirror Vote

For

1.3 Election of Director to serve for a term of one year: Marcia L. MacHarg

Issuer

Mirror Vote

For

1.4 Election of Director to serve for a term of one year: Yuichi Nomoto

Issuer

Mirror Vote

For

1.5 Election of Director to serve for a term of one year: Paige P. Ouimet

Issuer

Mirror Vote

For

2. Compensation of Manager: To approve a change to the compensation structure of the Fund so that at the Fund's current asset level (and at asset levels below $325 million) the Fund will pay a lower management fee, although if the Fund's asset level goes above $325 million the Fund would pay a higher management fee

Issuer

Mirror Vote

Against

3. Shareholder Proposal: To consider and vote upon a shareholder proposal to establish a special committee to investigate suitable alternatives to replace the Fund's current investment manager

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

B. RILEY PRINCIPAL 250 MERGER CORP.

12/16/2022

05602l104

BRIV

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1a. Election of Class I Director to serve until the annual meeting: Samuel McBride

Issuer

For

For

1b. Election of Class I Director to serve until the annual meeting: Timothy Presutti

Issuer

For

For

2. To ratify the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CORNER GROWTH ACQUISITION CORP.

12/16/2022

G2425N105

COOL

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Extension Proposal - Amend the Company's amended and restated memorandum and articles of association to (i) extend the date that the Company has to consummate a business combination from December 21, 2022 to June 21, 2023 (the "Extended Date"), or such earlier time that shall be determined by the Directors in their sole discretion, pursuant to the following resolution: "RESOLVED, as a special resolution, that: i) Article 49.7 of the Articles of Association of the Company be deleted in its ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. Trust Amendment Proposal - Amend the Company's Investment Trust Management Agreement, dated as of December 16, 2020 (the "Trust Agreement"), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee ("Continental") to change the date that Continental must commence liquidation of the trust account to the earliest of (i) the Company s completion of an initial business combination, (ii) June 21, 2023, and (iii) such ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

3. Adjournment Proposal - Adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 and/or 2 pursuant to the following resolution: RESOLVED, as an ordinary resolution, that, in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

GRAF ACQUISITION CORP. IV

12/21/2022

384272100

GFOR

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Extension Amendment Proposal: A proposal to amend the Company's amended and restated certificate of incorporation (the "Charter"), in the form set forth in Annex A to the accompanying Proxy Statement, to extend the date by which the Company must consummate a Business Combination (as defined below) from May 25, 2023 to September 29, 2023 (the "Extension", and such later date, the "Extended Date") (the "Extension Amendment Proposal").

Issuer

For

For

2. Non-Sponsor CFO Compensation Proposal: A proposal to approve the payment by the Company, directly or indirectly, of $16,667.00 per month base cash compensation, to the Company's Chief Financial Officer ("CFO"), who is not a member of the Sponsor (as defined below), plus any related taxes (including, without limitation, Medicare and social security), governmental payments and health care benefits, for services rendered to the Company as an employee, contractor or otherwise from May 6, 2022.

Issuer

For

For

3. Health Care Benefits Proposal: A proposal to approve the payment by the Company, directly or indirectly, of up to $6,000.00 per month in aggregate for health care benefits to be provided to three of the Company's executive officers, the Chief Executive Officer, the Executive Vice President, General Counsel and Secretary and the Executive Vice President, Strategy, from the date of approval of this proposal through the Company's closing of a Business Combination (the "Health Care Benefits Proposal").

Issuer

For

For

4. Adjournment Proposal: A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Extension Amendment Proposal, the Non-Sponsor CFO Compensation Proposal or the Health Care Benefits Proposal, or to provide additional time to effectuate the Extension (the "Adjournment Proposal").

 

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

LANDCADIA HOLDINGS IV, INC.

12/21/2022

51477A104

LCA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To amend (the "Extension Amendment") the Company's Second Amended and Restated Certificate of Incorporation (our "charter") to extend the date by which the Company must consummate a business combination (the "Extension") from March 29, 2023 (the date which is 24 months from the closing date of the Company's initial public offering of our units (the "IPO")) to September 29, 2023 (the date which is 30 months from the closing date of the IPO (such date, the "Extended Date").

Issuer

For

For

2. To elect Scott Kelly as Class I director of the Company's board of directors, until the third annual meeting of the Company held after the special meeting or until his successor is appointed and qualified.

Issuer

For

For

3. A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve Proposal 1 or Proposal 2 or if the Company determines that additional time is necessary to effectuate the Extension.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

GX Acquistion Corp. II

12/28/2022

36260F105

GXII

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Election of Class I Director to serve until the annual meeting of stockholders of the Company to be held in 2025 or until a successor is elected and qualified or his earlier resignation or removal: Hillel Weinberger

Issuer

For

For

2. Auditor Ratification Proposal: Ratification of the selection of Marcum LLP by the audit committee of the Company's board of directors to serve as the Company's independent registered public accounting firm for the year ending December 31, 20

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

LEO HOLDINGS CORP II

1/9/2023

G5463R102

LHC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - RESOLVED, as a special resolution that: Article 49.4(a) of Leo's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4 (a): "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 12 April 2023 (or 12 October 2023, if applicable under the provisions of this Article 49.4(a)) and (ii) such later date as may be ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Adjournment Proposal-RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Public Shares") and Class B ordinary shares, par value $0.0001 per share in the capital of Leo represented (either in person or by proxy) to ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Jack Creek Investment Corp.

1/10/2023

G4989X115

JCIC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Business Combination Proposal - To approve, by ordinary resolution, the Business Combination described in the accompanying proxy statement/prospectus, including (a) adopting the Agreement and Plan of Merger dated effective as of August 3, 2022 (the “Merger Agreement”) by and among JCIC, Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of JCIC (“New Bridger”), Wildfire Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub I”), Wildfire Merger Sub II, Inc., a Delaware corporation and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub II”), Wildfire Merger Sub III, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire Merger Sub III”), Wildfire GP Sub IV, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of New Bridger (“Wildfire GP Sub IV”), BTOF (Grannus Feeder) – NQ L.P., a Delaware limited partnership (“Blocker”), and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Bridger”), and the transactions contemplated by the Merger Agreement (the “Transactions”), pursuant to which, subject to the terms and conditions set forth therein, at the closing of the Transactions, among other things, (i) Wildfire Merger Sub I will merge with and into Blocker, and Wildfire GP Sub IV will become general partner of the surviving entity (the “First Merger”), with Blocker as the surviving entity of the First Merger, (ii) Wildfire Merger Sub II will merge with and into JCIC (the “Second Merger”), with JCIC as the surviving company of the Second Merger and (iii) Wildfire Merger Sub III will merge with and into Bridger (the “Third Merger” and together with First Merger and Second Merger, the “Mergers”), with Bridger as the surviving company of the Third Merger; following the Mergers, each of Blocker, Purchaser, and the Company shall be a subsidiary of New Bridger, (b) approving the Plan of Merger (as defined in the Merger Agreement) and (c) approving the Transactions and related agreements described in the accompanying proxy statement/prospectus. A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A.

Issuer

For

For

2. The Merger Proposal - To approve, by special resolution, that (1) JCIC be authorized to merge with Wildfire Merger Sub II (the “Second Merger”) so that JCIC be the surviving company (in accordance with the terms and subject to the conditions of the Merger Agreement and Plan of Merger relating to the Second Merger) and all the undertaking, property and liabilities of Wildfire Merger Sub II shall vest in JCIC by virtue of the Second Merger pursuant to the provisions of the Companies Act (as amended) of the Cayman Islands (the “Companies Act”); (2) the Merger Agreement and Plan of Merger in the form annexed hereto and approved by resolution of the Directors of JCIC on August 1, 2022 and December 11, 2022, respectively, and submitted to the members of JCIC for their approval (the “Plan of Merger”), be approved, ratified and confirmed in all respects; (3) JCIC be authorized to enter into the Plan of Merger; (4) there being no holders of any outstanding security interest granted by JCIC immediately prior to the Effective Date (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of JCIC and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; (5) as at the Effective Date (as defined in the Plan of Merger), the Memorandum and Articles of Association of JCIC will be in the form attached to the Plan of Merger; and (6) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any Director or officer of JCIC in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.

Issuer

For

For

3. The Share Capital Proposal - To approve, by ordinary resolution, the alteration of the authorized share capital of JCIC from US$55,100 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each to US$50,000 shares with a par value of $1.00 each.

Issuer

For

For

4. The Organizational Documents Proposal - To approve and adopt, by special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed amendment and restatement of JCIC's Amended and Restated Memorandum and Articles of Association (a copy of which is attached to the proxy statement/prospectus as Annex E) and that the name of JCIC be changed from Jack Creek Investment Corp. to Bridger Merger Corp.

Issuer

For

For

5. The Non-Binding Governance Proposals - To approve, by ordinary resolution and on a non-binding advisory basis, certain material differences between JCIC’s Amended and Restated Memorandum and Articles of Association (as it may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed amended and restated certificate of incorporation of New Bridger (the “New Bridger Certificate of Incorporation”), presented separately in accordance with the United States Securities and Exchange Commission requirements. A copy of the Cayman Constitutional Documents is attached to the proxy statement/prospectus as Annex E. A copy of the New Bridger Certificate of Incorporation is attached to the proxy statement/prospectus as Annex G.

Issuer

For

For

5A. Change the Authorized Capital Stock - To approve and adopt provisions in the New Bridger Certificate of Incorporation to authorize 1,000,000,000 shares of New Bridger common stock and 10,000,000 shares of New Bridger preferred stock, par value $0.0001 per share, compared to the currently authorized capital stock of JCIC of 500,000,000 JCIC Class A ordinary shares, 50,000,000 JCIC Class B ordinary shares and 1,000,000 preference shares, par value $0.0001 per share.

Issuer

For

For

5B. Change the Stockholder Vote Required to Amend the Bylaws - To approve and adopt provisions in the proposed bylaws of New Bridger (the "Proposed Bylaws") to require the affirmative vote of holders of at least 66 2/3%of the voting power of all then- outstanding New Bridger capital stock entitled to vote generally in the election of directors, voting together as a single class, to adopt, amend, alter or repeal the Proposed Bylaws.

Issuer

For

For

5C. No Right to Call Special Meetings - To approve and adopt provisions in the Proposed Bylaws to stipulate that, unless required by law, special meetings of stockholders may only be called by (i) the board of New Bridger (the "New Bridger Board"), (ii) the Chairperson of the New Bridger Board, or (iii) New Bridger's Chief Executive Officer.

Issuer

For

For

5D. Action by Written Consent of the Stockholders - To approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that any action required or permitted to be taken by the New Bridger stockholders may be effected at a duly called annual or special meeting of such stockholders, and may not be taken by written consent.

Issuer

For

For

5E. Appointment and Removal of Directors - To approve and adopt provisions in the Proposed Bylaws such that (i) subject to the rights of the holders of any series of preferred stock of New Bridger to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present and (ii) subject to the rights of holders of any series of preferred stock with respect to the election of directors and to the rights of the BTO stockholders with respect to the removal of any BTO stockholder designee director, a director may be removed from office by the stockholders of New Bridger only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of New Bridger entitled to vote generally in the election of directors, voting together as a single class.

Issuer

For

For

5F. Delaware as Exclusive Forum - To approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that, unless a majority of the New Bridger Board consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by law, will be the sole and exclusive forum for the types of actions or proceedings under Delaware statutory or common law for the actions described in the proxy statement/prospectus.

Issuer

For

For

5G. Business Combinations - To approve and adopt provisions in the New Bridger Certificate of Incorporation to provide a consent right to holders of New Bridger Series A preferred stock with respect to mergers, consolidations, sales of all or substantially all of the assets of New Bridger, subject to certain exceptions.

Issuer

For

For

5H. Limitation of Ownership by Non-Citizen - To approve and adopt provisions in the New Bridger Certificate of Incorporation to provide that in no event will a Non-Citizen, as defined in the New Bridger Certificate of Incorporation, be entitled to own (beneficially or of record) and/or control more than the Voting Limiting Percentage or the Outstanding Share Limitation Percentage, as defined in the New Bridger Certificate of Incorporation.

Issuer

For

For

6. The Incentive Plan Proposal - To approve and assume the Bridger Aerospace Group Holdings, Inc. 2022 Omnibus Incentive Plan and any grants or awards issued thereunder (the "Omnibus Incentive Plan"). A copy of the Omnibus Incentive Plan is attached to the proxy statement/prospectus as Annex I.

Issuer

For

For

7. The ESPP Proposal - To approve, by ordinary resolution, the Bridger Aerospace Group Holdings, Inc. 2022 Employee Stock Purchase Plan (the "ESPP"). A copy of the ESPP is attached to the proxy statement/prospectus as Annex J.

Issuer

For

For

8. The Adjournment Proposal - To adjourn, by ordinary resolution, the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient shares represented to constitute a quorum necessary to conduct business at the extraordinary general meeting or for the approval of one or more proposals at the extraordinary general meeting or to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to JCIC shareholders.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

BLOCKCHAIN COINVESTORS ACQ. CORP. I

1/18/2023

G11765107

BCSA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Extension Amendment Proposal - As a special resolution, to amend ("Extension Amendment") BCSA's Amended and Restated Memorandum & Articles of Association ("Governing Documents") to extend the date by which BCSA must consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination from 5/15/2023 (the date which is 18 months from the closing date of BCSA's initial public offering of units) to 11/15/2023 in the form set forth in Annex A to the accompanying proxy statement.

Issuer

For

For

2. Adjournment Proposal - As an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if BCSA determines that additional time is necessary to effectuate the Extension or (y) if the board of directors determines before the Extraordinary General Meeting that it is not necessary or desirable to proceed.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

ARES ACQUISITION CORPORATION

1/24/2023

G33032106

AAC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Extension Amendment Proposal - To amend, by way of special resolution, AAC's amended and restated memorandum and articles of association (the "Memorandum and Articles of Association") pursuant to an amendment in the form set forth on Annex A to the accompanying proxy statement to: (i) extend the date by which AAC has to consummate a business combination (the "Charter Extension") from February 4, 2023 to August 4, 2023 (the "Charter Extension Date"), or such earlier date as determined by ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. Redemption Limitation Amendment Proposal - To amend, by way of special resolution, the Memorandum and Articles of Association pursuant to an amendment in the form set forth on Annex A to the accompanying proxy statement to delete: (i) the limitation on share repurchases prior to the consummation of a business combination that would cause AAC's net tangible assets to be less than $5,000,001 following such repurchases; (ii) the limitation that AAC shall not consummate a business combination ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

3. Adjournment Proposal - To adjourn the Shareholder Meeting 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 Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share, and Class B ordinary shares, par value $0.0001 per share, in the capital of AAC represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

MURPHY CANYON ACQUISITION CORP

1/25/2023

626642102-626642110

MURF-MURFW

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO EXTEND THE DATE BY WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION ON A MONTH-TO-MONTH BASIS UP TO TWELVE (12) TIMES, EACH SUCH EXTENSION FOR AN ADDITIONAL ONE (1) MONTH PERIOD, FROM FEBRUARY 7, 2023, UNTIL FEBRUARY 7, 2024.

Issuer

For

For

2.APPROVAL OF AN AMENDMENT TO THE COMPANY'S INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED AS OF FEBRUARY 2, 2022, TO ALLOW THE COMPANY TO EXTEND THE EXTENDED TERMINATION DATE FROM FEBRUARY 7, 2023, UP TO TWELVE (12) TIMES, EACH SUCH EXTENSION FOR AN ADDITIONAL ONE (1) MONTH PERIOD, UNTIL FEBRUARY 7, 2024, BY DEPOSITING INTO THE TRUST ACCOUNT ONE-THIRD OF 1% OF THE FUNDS REMAINING IN THE TRUST ACCOUNT FOLLOWING REDEMPTIONS MADE IN CONNECTION WITH APPROVAL OF THE EXTENSION AMENDMENT.

Issuer

For

For

3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EXPAND THE METHODS THAT THE COMPANY MAY EMPLOY TO NOT BECOME SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND EXCHANGE COMMISSION.

Issuer

For

For

4.APPROVAL TO DIRECT THE CHAIRPERSON OF THE SPECIAL MEETING TO ADJOURN THE SPECIAL MEETING 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 MEETING, THERE ARE NOT SUFFICIENT VOTES TO APPROVE PROPOSALS 1 AND 3.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Nexpoint Diversified Real Estate Trust

1/30/2023

65340G304

NXDT/PA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Against

For

1. To consider and vote upon a Long Term Incentive Plan for the Company's trustees, officers and key employees.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

Nexpoint Diversified Real Estate Trust

1/30/2023

65340G205

NXDT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Against

For

1. To consider and vote upon a Long Term Incentive Plan for the Company's trustees, officers and key employees.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

TAILWIND INTERNATIONAL ACQUISITION CORP.

2/20/2023

G8662F101

TWNI

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.7 of Tailwind's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (A) 23 August 2023 and (B) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Redemption Limitation Amendment Proposal - RESOLVED, as a special resolution that: a) Article 49.2(b) of Tailwind's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b): "provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, ...(due to space limits,see proxy material for full proposal).

Issuer

For

For

3. The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value $0.0001 per share (the "Public Shares"), and Class B ordinary shares, par value $0.0001 per share, in the capital of Tailwind represented (either in person or by proxy) ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FUSION ACQUISITION CORP. II

2/28/2023

36118N102

FSNB

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To amend (the "Extension Amendment") Fusion Acquisition Corp. II's (the "Company," "we,"or "our") Second Amended and Restated Certificate of Incorporation (our "charter") to (i) extend the date by which the Company must consummate a business combination (the "Extension") from March 2, 2023 (the date which is 24 months from the closing date of the Company's initial public offering (the "IPO") of our units (the "units") (such date, the "Current Outside Date")) to September 2, 2023 (the date which ...(due to space limits, see proxy statement for full proposal).

Issuer

For

For

2. To amend (the “Founder Share Amendment” and, together with the Extension Amendment, the “Charter Amendments”) our charter to provide holders of Class B common stock, par value $0.0001 per share, of the Company (“founder shares” or “Class B common stock”) the right to convert any and all their Class B Common Stock into Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock” or “public shares,” and, together with the Class A common stock, the “common stock”), on a one-for-one basis prior to the closing of a business combination (as defined below) at the election of the holder (the “Founder Share Amendment Proposal” and, together with the Extension Amendment Proposal, the “Charter Amendment Proposals”); and

Issuer

For

For

3. To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve, or otherwise in connection with, the other proposals or if we determine that additional time is necessary to effectuate the Extension (the "Adjournment Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

TWIN RIDGE CAPITAL ACQUISITION CORP.

3/6/2023

G9151L104

TRCA

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - RESOLVED, as a special resolution that: 1a. Article 49.7 of Twin Ridge's Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: "In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) 8 June 2023 (or 8 March 2024, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. The Adjournment Proposal - RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares, par value US$0.0001 per share (the "Public Shares") and Class B ordinary shares, par value US$0.0001 per share in the capital of Twin Ridge represented (either in person or by ...(due to space limits, see proxy material for full proposal).

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FORUM MERGER IV CORPORATION

3/6/2023

349875104

FMIV

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - amend (the "Extension Amendment") the Company's amended and restated certificate of incorporation (the "charter") to extend the date (the "completion window", and any extensions of that date pursuant to the Extension Amendment Proposal, an "Extension") by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "business ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2. Vote Board of Directors:                                                                                                                                                                    Election of Director: Neil Goldberg
Election of Director: Richard Katzman
Election of Director: Steven Berns

Issuer

For

For

3. The Founder Share Amendment Proposal - amend (the "Founder Share Amendment") the charter to provide holders of Class B common stock, par value $0.0001 per share of the Company ("founder shares" or "Class B Common Stock" and, collectively with the Class A Common Stock, the "common stock") the right to convert any and all their Class B Common Stock into Class A common stock, par value $0.0001 per share of the Company ("Class A Common Stock") on a one-for-one basis prior to the closing of a ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

4. The Redemption Limitation Amendment Proposal - amend (the "Redemption Limitation Amendment") the charter to delete the limitation that the Company shall not redeem public shares that would cause the Company's net tangible assets to be less than $5,000,001 following such redemptions (we refer to this proposal as the "Redemption Limitation Amendment Proposal").

Issuer

For

For

5. The Liquidation Amendment Proposal - amend (the "Liquidation Amendment") the charter to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date (including prior to the Current Outside Date or an Additional Charter Extension Date, as applicable) as determined by our Board and included in a public announcement (we refer to this proposal as the "Liquidation Amendment Proposal").

Issuer

For

For

6. The Adjournment Proposal - approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal and the Liquidation Amendment Proposal (we refer to this proposal as the "Adjournment Proposal").

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

VECTOR ACQUISITION CORP. II

3/8/2023

G9460A104

VAQC

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1.Extension Amendment Proposal - Amend the Company's Articles to extend the date that the Company has to consummate a business combination from March 12, 2023 to March 12, 2024 or such earlier date as is determined by the board of Directors to be in the best interests of the Company pursuant to the following resolution: FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by: (a) amending Article 170(a) by deleting the following ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

2.Redemption Limitation Amendment Proposal - Amend the Company's Articles to eliminate the limitation that the Company shall not redeem Class A ordinary shares sold in the IPO to the extent that such redemption would cause the Company's net tangible assets to be less than $5,000,001 pursuant to the following resolution: SECOND, RESOLVED, as a special resolution THAT, effective immediately, the Articles of the Company be amended by: (a) amending Article 164(b) by deleting the words: ...(due to space limits, see proxy material for full proposal).

Issuer

For

For

3. Trust Amendment Proposal - Amend the Investment Management Trust Agreement, dated March 9, 2021, by and between the Company and Continental Stock Transfer & Trust Company ("Continental"), to extend the date on which Continental must liquidate the Trust Account established in connection with the Company's initial public offering if the Company has not completed its initial business combination from March 12, 2023 to March 12, 2024 or such earlier date as is determined by our Board to be in the ...(due to space limits, see proxy material for full proposal).

Issuer

For

 

4. Director Proposal - Re-appoint David Kennedy as a Class I director, to serve until the 2026 annual general meeting and until his successor is appointed and qualified, pursuant to the following resolution: "RESOLVED, as an ordinary resolution of the holders of Class B ordinary shares of the Company THAT David Kennedy be re-appointed as a Class I director of the Company, to hold office until the 2026 annual general meeting in accordance with the amended and restated memorandum and articles of association of the Company."

Issuer

For

For

5.Adjournment Proposal - Adjourn the Annual General Meeting to a later date or dates, or indefinitely, if necessary or convenient, pursuant to the following resolution: "RESOLVED, as an ordinary resolution, that the adjournment of the Annual General Meeting to a later date or dates to be determined by the chairman of the Annual General Meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects."

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CHURCHILL CAPITAL CORP V

3/13/2023

17144T107

CCV

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - To amend the amended and restated certificate of incorporation of Churchill Capital Corp V ("Churchill") to extend the date by which Churchill has to consummate a business combination (the "Extension"), as more fully set forth in Churchill's proxy statement (the "Extension Amendment Proposal").

Issuer

For

For

2. The Adjournment Proposal - To adjourn the special meeting of Churchill stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the special meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if Churchill determines that additional time is necessary to effectuate the Extension.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

INVESTCORP EUROPE ACQUISITION CORP. I

3/14/2023

G4923T105

IVCB

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (THE "ARTICLES") TO EXTEND THE DATE BY WHICH THE COMPANY MUST (1) CONSUMMATE A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES OR ENTITIES FROM MARCH 17, 2023 TO DECEMBER 17, 2023.

Issuer

For

For

2. THE EXTENSION AMENDMENT PROPOSAL - TO APPROVE, AS A SPECIAL RESOLUTION, THE AMENDMENT OF THE ARTICLES TO ELIMINATE FROM THE ARTICLES THE LIMITATION THAT THE COMPANY SHALL NOT REDEEM PUBLIC SHARES TO THE EXTENT THAT SUCH REDEMPTION WOULD CAUSE THE COMPANY'S NET TANGIBLE ASSETS TO BE LESS THAN $5,000,001.

Issuer

For

For

3. THE ADJOURNMENT PROPOSAL - TO APPROVE, AS AN ORDINARY RESOLUTION, THE ADJOURNMENT OF THE EXTRAORDINARY GENERAL MEETING TO A LATER DATE OR DATES OR INDEFINITELY, IF NECESSARY OR CONVENIENT, EITHER (X) TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, THE APPROVAL OF ANY OF THE FOREGOING PROPOSALS OR (Y)IF OUR BOARD DETERMINES BEFORE THE EXTRAORDINARY GENERAL MEETING THAT IT IS NOT NECESSARY OR NO LONGER DESIRABLE TO PROCEED WITH THE OTHER PROPOSALS.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CENTRAL SECURITIES CORPORATION

3/14/2023

155123102

CET

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror

For

1. Vote Board of Directors:
Election of Director: L. Price Blackford
Election of Director: Simms C. Browning
Election of Director: Donald G. Calder
Election of Director: David C. Colander
Election of Director: John C. Hill
Election of Director: Jay R. Inglis
Election of Director: Wilmot H. Kidd
Election of Director: Wilmot H. Kidd IV
Election of Director: David M. Poppe

Issuer

Mirror

For

2. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for 2023.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

GX ACQUISITION CORP. II

3/20/2023

36260F105

GXII

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination (the "Extension") for an additional three months, from March 22, 2023 (the "Current Termination Date") to June 22, 2023 (the "Extended Termination Date") ("Proposal 1").

Issuer

For

For

2. Adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FIRST TR DYNAMIC EUROPE EQUITY INC FD

4/3/2023

33740D107

FDEU

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

No Vote

For

1.1 Election of Class I Trustee for a three year term: Denise M. Keefe

Issuer

No Vote

For

1.2 Election of Class I Trustee for a three year term: Robert F. Keith

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

FIRST TR DYNAMIC EUROPE EQUITY INC FD

4/3/2023

33740D107

FDEU

Vote

Non-Management Recommendation

Proposal

Propose by issuer or shareholder

For

For

1a. ELECTION OF TRUSTEE: PAUL POOLE

Shareholder

For

For

1b. ELECTION OF TRUSTEE: JAKE PAMPINELLA

Shareholder

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

C5 ACQUISITION CORPORATION

4/6/2023

12530D105

CXAC

Vote

Management Recommendation

Proposal

Propose by issuer or shareholder

For

For

1. The Extension Amendment Proposal - To amend the amended and restated certificate of incorporation of C5 Acquisition Corporation ("C5") to extend the date by which C5 has to consummate a business combination from April 11, 2023 to December 31, 2023, or such earlier date as the Board may determine.

Shareholder

For

For

2. The Adjournment Proposal - To adjourn the special meeting of C5 stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the special meeting, there are not sufficient votes to approve the Extension Amendment Proposal or if C5 determines that additional time is necessary to effectuate the Extension.

Shareholder

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

BLACKSTONE STRATEGIC CREDIT FUND

4/19/2023

09257R101

BGB

Vote

Management Recommendation

Proposal

Propose by issuer or shareholder

Mirror

For

3.1 Election of Trustee: Jane Siebels

Shareholder

Mirror

For

3.2 Election of Trustee: Daniel H. Smith, Jr.

Shareholder

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

ADAMS DIVERSIFIED EQUITY FUND, INC.

4/20/2023

006212104

ADX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror

For

1. Vote Board of Directors:                                                         Election of Director: Kenneth J. Dale
Election of Director: Frederic A. Escherich
Election of Director: James P. Haynie
Election of Director: Mary C. Jammet
Election of Director: Lauriann C. Kloppenburg
Election of Director: Jane Musser Nelson
Election of Director: Mark E. Stoeckle

Issuer

Mirror

For

2. Ratification of the selection of PricewaterhouseCoopers LLP as independent public auditors.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

CACTUS ACQUISITION CORP. 1 LTD.

4/20/2023

G1745A108

CCTS

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. Articles Extension Proposal: To approve, by way of special resolution, an amendment to the Company's amended & restated memorandum and articles of association in the form set forth in Annex A of accompanying proxy statement, to extend date by which the Company would be permitted to consummate an initial business combination from 05/02/2023 to 11/02/2023, as well as to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date, pursuant set forth in Proposal No. 1 of the accompanying proxy statement.

Issuer

For

 

2. Trust Extension Proposal: A proposal to amend the Company's investment management trust agreement, dated as of November 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be permitted to consummate a business combination from May 2, 2023 to November 2, 2023, or such earlier date as may be determined by the Board, in its sole discretion, pursuant to the resolution set forth in Proposal No. 2 of the accompanying proxy statement.

 

For

For

3. Conversion Amendment Proposal: A proposal to approve, by way of special resolution, an amendment to Cactus' Articles to provide for the right of a holder of Class B ordinary shares, par value $0.0001 per share to convert such shares into Class A ordinary shares, par value $0.0001 per share on a one-for-one basis prior to the closing of a business combination at the election of the holder, pursuant to the resolution set forth in Proposal No. 3 of the accompanying proxy statement.

Issuer

For

For

4. Director Election Proposal [HOLDERS OF FOUNDER SHARES ONLY]: To approve, by way of ordinary resolution of the holders of the Class B ordinary shares in the capital of the Company, the reappointment of each of Ofer Gonen, Nachum (Homi) Shamir, Hadar Ron, M.D., David J. Shulkin, M.D., and David Sidransky, M.D. until the second succeeding annual general meeting of the Company to be held in 2025 or until their successors are appointed and qualified pursuant to the resolution set forth in Proposal No. 4 of the accompanying proxy statement.

Issuer

For

For

5. Adjournment Proposal: A proposal to approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1, Proposal No. 2, Proposal No. 3 or Proposal No. 4, pursuant to the resolution set forth in Proposal No. 5 of the accompanying proxy statement.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

PYROPHYTE ACQUISITION CORP.

4/23/2023

G7308P101

PHYT

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

No Vote - Not Required

For

1. The Extension Proposal: as a special resolution, to amend the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an "initial business combination") from April 29, 2023 (the "Current Outside Date") to April 29, 2024 (the "Extended Date").

Issuer

No Vote - Not Required

 

2. The Liquidation Amendment Proposal - as a special resolution, to amend (the "Liquidation Amendment") the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to permit the Company's board of directors (the "Board"), in its sole discretion, to elect to wind up the Company's operations on an earlier date than the Extended Date as determined by the Board and included in a public announcement (the "Liquidation Amendment Proposal").

 

No Vote - Not Required

For

3. The Redemption Limitation Amendment Proposal - as a special resolution, to amend (the "Redemption Limitation Amendment") the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to eliminate from the Charter the limitation that the Company may not redeem public shares in an amount that would cause the Company's net tangible assets to be less than $5,000,001 in connection with the Company's initial business combination (the "Redemption Limitation Amendment Proposal").

Issuer

No Vote - Not Required

For

4. The Founder Share Amendment Proposal - as a special resolution, to amend (the "Founder Share Amendment") the Charter pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to amend the Charter to provide for the right of a holder of the Company's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), to convert into Class A ordinary shares, par value $0.0001 per share, of the Company.

Issuer

No Vote - Not Required

For

5. The Adjournment Proposal - as an ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to (i) permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Liquidation Amendment Proposal, the Redemption Limitation Amendment Proposal or the Founder Share Amendment Proposal, or if we otherwise determine that additional time is necessary to effectuate the Extension.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

THE TAIWAN FUND, INC.

4/25/2023

874036106

TWN

Vote

Management Recommendation

Proposal

Propose by issuer or shareholder

Mirror

For

1. Vote Board of Directors:                                                                                                                                                                                                                                                                                                       Election of Director: William C. Kirby
Election of Director: Anthony S. Clark
Election of Director: Thomas G. Kamp
Election of Director: Warren J. Olsen
Election of Director: Shelley E. Rigger

Shareholder

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

GENERAL AMERICAN INVESTORS COMPANY, INC.

4/26/2023

368802104

GAM

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror

For

1. Vote Board of Directors:                                                        Election of Director: Mr. Berens
Election of Director: Mr. Davidson
Election of Director: Ms. Del Villar
Election of Director: Mr. Gordan
Election of Director: Ms. Gotbaum
Election of Director: Ms. Lynch
Election of Director: Mr. Priest
Election of Director: Ms. Sachs

Issuer

Mirror

For

2. Ratification of the selection of Ernst & Young LLP as auditors.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

NEW AMERICA HIGH INCOME FUND-COMMON

4/26/2023

33740D107

HYB

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

Mirror Vote

For

1. Vote Board of Directors:
Election of Director: Joseph L. Bower
Election of Director: Stuart A. McFarland
Election of Director: Marguerite Piret
Election of Director: Ellen E. Terry
Election of Director: Luis Viceira

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

PERSHING SQUARE HOLDINGS LTD

4/26/2023

G7016V101

PSHZF

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. TO RECEIVE THE AUDITED ACCOUNTS, THE DIRECTORS REPORT AND THE AUDITORS REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 (A response to this proposal is mandatory)

Issuer

For

For

2. TO RE-APPOINT ERNST AND YOUNG LLP AS AUDITOR (THE AUDITOR) OF THE COMPANY FROM THE CONCLUSION OF THIS AGM UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING (A response to this proposal is mandatory)

Issuer

For

For

3. TO AUTHORISE THE DIRECTORS TO DETERMINE THE REMUNERATION OF THE AUDITOR (A response to this proposal is mandatory)

Issuer

For

For

4. TO RE-ELECT NICHOLAS BOTTA AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

5. TO RE-ELECT ANNE FARLOW AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

6. TO RE-ELECT BRONWYN CURTIS AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

7. TO RE-ELECT ANDREW HENTON AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

8. TO RE-ELECT TOPE LAWANI AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

9. TO RE-ELECT RUPERT MORLEY AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

10. TO RE-ELECT TRACY PALANDJIAN AS A DIRECTOR OF THE COMPANY (A response to this proposal is mandatory)

Issuer

For

For

11. TO AUTHORISE THE COMPANY TO MAKE MARKET ACQUISITIONS OF ITS PUBLIC SHARES IN ISSUE IN ACCORDANCE WITH THE PROVISIONS STATED IN THE NOTICE OF AGM (A response to this proposal is mandatory)

Issuer

For

For

12. TO APPROVE THE DISAPPLICATION OF THE PRE-EMPTION RIGHTS AS SET OUT IN THE NOTICE OF AGM (A response to this proposal is mandatory)

Issuer

For

For

13. TO APPROVE THAT THE ARTICLES OF INCORPORATION PRODUCED TO THE AGM, BE ADOPTED, WITH EFFECT FROM CONCLUSION OF THE AGM AS SET OUT IN THE NOTICE OF AGM (A response to this proposal is mandatory)

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name

Meeting Date

CUSIP

Ticker

ALSET CAPITAL ACQUISITION CORP.

5/1/2023

02115M109

ACAX

Vote

Management Recommended Vote

Proposal

Propose by issuer or shareholder

For

For

1. To approve an amendment to the Company's Certificate of Incorporation to extend the date by which the Company has to consummate a business combination on a month-to-month basis up to six (6) times, and each such extension for an additional one (1) month period, from May 3, 2023 until November 3, 2023.

Issuer

For

For

2. To approve an amendment to the Company's Investment Management Trust Agreement dated as of January 31, 2022, to allow the Company to extend the termination date from May 3, 2023, up to six (6) times, each such extension for an additional one (1) month period until November 3, 2023. More Details

Issuer

For

For

3. To approve an amendment to the Company's amended and restated Certificate of Incorporation to expand the methods that the Company may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission.

Issuer

For

For

4.To direct the Chairperson of the special meeting to adjourn the special meeting 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 meeting, there are not sufficient votes to approve proposal 1.

Issuer

Name of Fund:

Special Opportunities Fund, Inc. (SPE)

 

Period:

July 1, 2022 - June 30, 2023

 

Company Name