UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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[X] |
Definitive Proxy Statement |
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[ ] |
Definitive Additional Materials |
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[ ] |
Soliciting Material Pursuant to §240.14a-12 |
RENN Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
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Title of each class of securities to which transaction applies: |
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RENN
fUND, INC.
c/o Horizon Kinetics Asset Management
LLC
470 Park Avenue South
New York, NY 10016
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 15, 2022
SOLICITATION OF PROXIES
To the Shareholders of RENN FUND, INC.
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Shareholders (the “Annual Meeting”) of RENN Fund, Inc., a Texas corporation (the “Fund”),
will be held at the offices of Horizon Kinetics Asset Management LLC, 470 Park Avenue South, 3rd Floor South, New York,
NY 10016 on Thursday, September 15, 2022. The Annual Meeting will also be held in a virtual format conducted via live audio webcast
for the following purposes:
| 1. | to elect Russell Cleveland as a Class Three Director of the Fund, who is to hold office for
a term of three (3) years or until his successor is elected and qualified; |
| 2. | to elect Murray Stahl as a Class Three Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 3. | to ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2022; |
| 4. | to transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
The close of business
on July 18, 2022, has been fixed as the record date for determining shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournment. The enclosed proxy is being solicited on behalf of the Board.
IMPORTANT NOTICE
The Annual Meeting
is currently scheduled to take place in person, however, out of an abundance of caution and to proactively deal with potential
issues arising from the public health impact of Coronavirus-19 (“COVID”), the Annual Meeting will also be held in a
virtual format conducted via live audio webcast online. The Fund strongly encourages all shareholders who wish to attend and participate
in the Annual Meeting to carefully follow the procedures described herein to ensure they can attend and participate in the Annual
Meeting in person or virtually via live audio webcast online.
In order to participate
in the Annual Meeting, shareholders must register by following this link https://register.gotowebinar.com/register/5573200564761165068.
Once registered, an email will be sent containing instructions on how to join the webinar either through the Internet or an audio
connection. We encourage all shareholders to register in advance for the Annual Meeting. Shareholders will be able to listen,
vote, and submit questions from their home or from any location. Questions may also be submitted in advance and emailed to rennfund@horizonkinetics.com.
We suggest all shareholders
submit their votes well in advance of the Annual Meeting. You may vote your shares: (1) by telephone; (2) via the Internet; or
(3) by completing, signing, dating, and returning the accompanying proxy card in the enclosed, self-addressed, postage-paid envelope.
Specific instructions for voting by telephone or via the Internet are on the accompanying proxy card. Prompt response by our shareholders
will reduce the time and expense of solicitation. To ensure proper representation at the Annual Meeting, please complete, sign,
date, and return the proxy card in the enclosed, self-addressed envelope.
You may revoke your
proxy at any time prior to the Annual Meeting. If you decide to attend the Annual Meeting virtually and wish to change your vote,
you may do so by faxing your completed proxy card to (718) 765-8730 at the Annual Meeting. Even if you vote your shares prior to
the Annual Meeting, you still may attend the Annual Meeting either in person or virtually.
By Order of the Board of Directors
/s/ JAY KESSLEN
Jay Kesslen
Chief Compliance Officer
New York, New York
July 18, 2022
RENN FUND, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, SEPTEMBER 15,
2022
SOLICITATION OF PROXIES
This Proxy Statement is being
furnished to the shareholders of RENN Fund, Inc., a Texas corporation (the “Fund”). The Fund’s Board of Directors is
soliciting proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at the offices of
Horizon Kinetics Asset Management LLC, 470 Park Avenue South, 3rd Floor South, New York, NY 10016 on Thursday, September 15,
2022, at 1:00 p.m., Eastern Standard time, and at any adjournment(s). The Annual Meeting will also be held in a virtual format conducted
via live audio webcast. This Proxy Statement is being sent to Shareholders on or about July 26, 2022.
The accompanying
proxy card is designed to permit each shareholder to vote for or against, or to abstain from voting on, the proposals described
in this Proxy Statement (collectively, the “Proposals”). When a shareholder’s executed proxy card specifies a
choice with respect to a voting matter, the shares will be voted accordingly. If no specifications are made, then the proxy
will be voted by the persons serving as proxies at the Meeting FOR the Proposals:
| 1. | to elect Russell Cleveland as a Class Three Director of the Fund, who is to hold office for
a term of three (3) years or until his successor is elected and qualified; |
| 2. | to elect Murray Stahl as a Class Three Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 3. | to ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2022; |
| 4. | to transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
The Board of Directors
encourages shareholders to participate in the Annual Meeting either in person or virtually by registering in advance through the
following link:
https://register.gotowebinar.com/register/5573200564761165068
Once registered, an
email will be sent containing instructions on how to join the webinar either through the Internet or an audio connection. Shareholders
will be able to listen, vote, and submit questions from any location. Questions may also be submitted in advance and emailed to
rennfund@horizonkinetics.com. Executing and returning the accompanying proxy card will not affect a shareholder’s
right to attend the Annual Meeting. Any shareholder who was given a proxy has the right to revoke it at any time before it is
voted by giving written notice of revocation prior to the date of the meeting to Corporate Secretary, RENN Fund, Inc., c/o Horizon
Kinetics Asset Management, LLC, 470 Park Avenue South, 3rd Floor South, New York, NY 10016, by executing and delivering
a later-dated proxy. No revocation notice or later-dated proxy, however, will be effective until received by the Fund at, or prior
to, the Annual Meeting. Revocation will not affect a vote on any matters taken prior to the receipt of the revocation. Mere in
person or virtual attendance at the Annual Meeting will not by itself revoke the proxy.
In addition to soliciting
proxies by mail, officers and Directors of the Fund and officers, directors, and employees of the Adviser may solicit the return
of proxies by personal interview, mail, telephone, and facsimile. These persons will not receive additional compensation for their
services but will be reimbursed for out-of-pocket expenses by Horizon Kinetics Asset Management LLC. After the date of this Proxy
Statement, but prior to the date of the Annual Meeting, the Fund may engage a proxy solicitation firm at a cost to be negotiated
but paid for by Horizon Kinetics Asset Management LLC. Brokerage houses and other custodians, nominees, and fiduciaries will be
requested by the Fund to forward solicitation material to the beneficial owners of shares. Horizon Kinetics Asset Management LLC
will pay all costs of solicitation.
You may obtain copies
of the Fund’s proxy materials and of its Annual Shareholders Report for the year ended December 31, 2021, from the Fund’s
website at https://horizonkinetics.com/products/closed-end-funds/renn/ or you may call American Stock Transfer & Trust
Company, LLC, our transfer agent, at (800) 937-5449, and request that a copy be mailed to you free of charge.
The Fund’s
principal offices are located at 470 Park Avenue South, 3rd Floor South, New York, New York 10016, which is the current
address of Horizon Kinetics Asset Management LLC. Shareholders will be allowed entry into this location or may participate virtually
at the Annual Meeting by following the instructions contained herein.
PURPOSES OF THE MEETING
At the Annual Meeting,
Shareholders will consider and vote upon the following matters:
| 1. | to elect Russell Cleveland as a Class Three Director of the Fund, who is to hold office for
a term of three (3) years or until his successor is elected and qualified; |
| 2. | to elect Murray Stahl as a Class Three Director of the Fund, who is to hold office for a term
of three (3) years or until his successor is elected and qualified; |
| 3. | to ratify the appointment by the Fund’s Board of Directors of Tait, Weller & Baker
LLP, as the auditor of the Fund for the fiscal year ending December 31, 2022; |
| 4. | to transact any and all other business that may properly be presented at the Annual Meeting
or any adjournment(s). |
RECORD DATE AND SHARE OWNERSHIP
The close of business
on July 18, 2022, has been fixed as the record date (the “Record Date”) for determining shareholders entitled to notice
of and to vote at the Annual Meeting and any adjournment. At the close of business on July 14, 2022, the Fund had outstanding 7,015,785
shares of common stock held by approximately 342 registered owners and 1,390 beneficial owners.
QUORUM
REQUIRED
A quorum must be
present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person, virtually, or by
proxy, of the holders of a majority of all the shares entitled to vote at the Annual Meeting will constitute a quorum. Abstentions
will be treated as shares present for quorum purposes. Shares held in street name for which the broker has not received voting
instructions from the record holder and does not have discretionary authority to vote the shares on certain Proposals (which are
considered “Broker Non-Votes” with respect to such Proposals) will be treated as shares present for quorum purposes.
If a quorum is not present
at the Annual Meeting, the shareholders who are represented may adjourn the Annual Meeting until a quorum is present. The persons
named as proxies will vote those proxies for such adjournment, unless marked to be voted against any Proposal for which an adjournment
is sought, to permit the further solicitation of proxies.
VOTE
REQUIRED
Each share of common
stock of the Fund is entitled to one vote on each matter to be voted upon at the Annual Meeting. The common stock is the only class
of securities of the Fund entitled to vote at the Annual Meeting. A shareholder is entitled to vote all shares of common stock
held of record at the close of business on the Record Date, in person, virtually, or by proxy, at the Annual Meeting. There are
no cumulative voting rights. All votes will be tabulated by the Inspector of Elections appointed for the meeting, who will separately
tabulate affirmative and negative votes, abstentions, and broker non-votes.
Approval of
the election of the Director (Proposal One). The affirmative vote of a majority of the votes cast at the Annual
Meeting is sufficient to independently elect Russell Cleveland as Director. Broker non-votes, if any, and abstentions will not
be considered votes cast, and therefore will have no effect on the outcome of the election of the nominees.
Approval of
the election of the Director (Proposal Two). The affirmative vote of a majority of the votes cast at the Annual
Meeting is sufficient to independently elect Murray Stahl as Director. Broker non-votes, if any, and abstentions will not be considered
votes cast, and therefore will have no effect on the outcome of the election of the nominees.
Ratification
of the Board’s appointment of auditor of the Fund for the 2022 fiscal year (Proposal Three). The affirmative vote
of a majority of the shares present, in person, virtually, or by proxy, and entitled to vote at the Annual Meeting is required
for the ratification of the selection of the Fund’s independent auditor. An abstention will have the effect of a vote against
the ratification of the appointment of Tait, Weller & Baker LLP, as the Fund’s independent auditor. Shares represented
by broker non-votes, if any, will not be considered entitled to vote on this Proposal, and therefore will not have any effect on
the outcome of the vote to ratify the appointment of the auditor.
Broker-dealers are
prohibited from voting on certain matters for which they have not received voting instructions from the beneficial owners of shares
held in street name. Proxies submitted by brokers are considered “broker non-votes” with respect to such matters, and
the shares represented by those proxies will not be considered entitled to vote on such matters but will be deemed present at the
Annual Meeting for purposes of establishing a quorum. Under applicable stock exchange rules, broker-dealers are permitted to vote,
in their discretion, on certain routine matters, including the election of directors of an investment company, such as the Fund,
registered under the 1940 Act and the ratification of the appointment of auditors. Therefore, the Fund does not expect that there
will be any broker non-votes on Proposal One, Proposal Two, or Proposal Three.
Additional
solicitation. If there are not enough votes to approve any Proposals at the Annual Meeting, the shareholders who are present
or represented may adjourn the Annual Meeting to permit the further solicitation of proxies. The persons named as proxies will
vote those proxies for such adjournment, unless marked to be voted against any Proposal for which an adjournment is sought to permit,
the further solicitation of proxies.
Also, a shareholder
vote may be taken on any of the Proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for
approval of such Proposal.
VOTING ELECTRONICALLY VIA THE INTERNET
OR BY TELEPHONE
In lieu of mailing in
the proxy card, shareholders whose shares are registered in their own names may vote either via the Internet or by telephone. Specific
instructions to be followed by any registered shareholder interested in voting via the Internet or by telephone are set forth on
the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate the shareholder’s identity
and to allow shareholders to vote their shares and confirm that their voting instructions have been properly recorded.
If your shares are registered
in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically over the Internet or by telephone.
A large number of banks and brokerage firms are participating in the Broadridge Investor Communications Services online program,
which provides eligible street-name shareholders the opportunity to vote via the Internet or by telephone. If your bank or brokerage
firm is participating in that program, they will furnish you with a proxy card with instructions. If your proxy card does not reference
Internet or telephone information, please complete and return the proxy card in the self-addressed, postage-paid envelope provided.
To vote in person at the Annual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then
register in advance to attend the Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials
or contact your broker or bank to request a legal proxy form.
After obtaining a valid
legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting, you must submit proof of your
legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust
Company, LLC. Requests for registration should be directed to proxy@astfinancial.com
or to facsimile number 718-765-8730. Written requests can be mailed to:
American Stock Transfer & Trust Company
LLC
Attn: Proxy Tabulation Department
6201 15th Avenue, Brooklyn, NY
11219
Requests for registration
must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on September 5, 2022. You will
receive a confirmation of your registration by email after we receive your registration materials.
You
may attend the Annual Meeting in person or attend virtually. You must register first at https://register.gotowebinar.com/register/5573200564761165068.
Once registered, an email will be sent containing instructions on how to join the webinar either
through the Internet or an audio connection. Shareholders will be able to listen, vote, and submit questions from their home or
from any location. Questions may be submitted in advance and emailed to rennfund@horizonkinetics.com. We encourage you
to register for the meeting prior to the start time leaving ample time for the check in.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information known to the Fund with respect to beneficial ownership of the Fund’s common stock as of May
31, 2022, for: (i) all persons who are beneficial owners of more than 5% of the outstanding shares of the Fund’s common stock;
(ii) each Director and nominee for Director of the Fund; and (iii) all executive officers and Directors of the Fund as a group.
The Fund has no officers other than the individuals named in the table below.
Name of Beneficial Owners(1) |
Number of Shares Beneficially Owned Directly or Indirectly |
Percent of Class |
Russell Cleveland, Director2 |
359,618(3) |
5.13% |
Murray
Stahl, Director, President, Chief Executive Officer, Chairman of the Board and CFO |
374,136(4) |
5.33% |
Eric Sites, Director |
2,667 |
0.04% |
Alice C. Brennan, Director |
1,334 |
0.02% |
Herbert M. Chain, Director |
670 |
0.01% |
Peter B Doyle |
13,334(5) |
0.19% |
Steven M Bregman |
4,934 |
0.07% |
Jay Kesslen |
24,110.466 |
0.34% |
Alun Williams |
100 |
0.001% |
Russ Grimaldi |
400 |
0.01% |
All Directors and Executive Officers as a group (10 persons)1 |
781,303.47 |
11.14% |
(1) |
The address of all persons named
in the table other than Mr. Cleveland is c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue South, New York, New York
10016. Mr. Cleveland’s address is c/o RENN Capital Group, Inc., 16660 Dallas Parkway, Suite 2600, Dallas, Texas 75248. |
|
|
(2) |
Mr. Cleveland is an “interested
person” of the Fund as defined by Section 2(a)(19) of the 1940 Act by virtue of being a limited partner in the Cleveland
Family Limited Partnership, which owns more than 5% of the Fund’s securities. |
|
|
(3) |
All shares are owned by the Cleveland Family Limited Partnership, of which Mr. Cleveland is the managing partner and also a limited partner. |
|
|
(4) |
These shares are held by an account
for which Mr. Stahl serves as managing member and in which he, along with other shareholders of Horizon Kinetics Asset Management
LLC, owns an interest. Mr. Stahl disclaims beneficial ownership over approximately 80% of the shares reported as he does not have
a pecuniary interest in such shares. |
|
|
(5) |
These shares are held by Mr. Doyle’s
spouse. |
None of the above individuals
beneficially owns equity securities in registered investment companies within the same Family of Investment Companies as the Fund.
A “Family of Investment Companies” is two or more registered investment companies that share the same investment adviser
and hold themselves out to investors as related companies for purposes of investment and investment services. The Fund is not
currently grouped with any such companies. None of the above individuals directly or indirectly owns beneficially or of record
any class of securities of any entity controlling, controlled by, or under common control with the Adviser, other than as disclosed
above regarding the Fund.
PROPOSAL
ONE and proposal two
ELECTION OF CLASS
THREE DIRECTORS
Pursuant to the Fund’s
Restated Articles of Incorporation and Bylaws, the Board of Directors is to consist of one or more Directors, the number of
which may be increased or decreased from time to time by resolution adopted by a majority of the Board.
The Board is divided
into three classes, and each class normally serves for a three-year term. Under Texas law, procedures are available to remove Directors
even if they are not then standing for re-election. Otherwise, ordinarily only those Directors in a single class may be changed
in any one year. Having a classified Board of Directors may be regarded as an “anti-takeover” provision by making it
more difficult for shareholders to change the majority of Directors and may have the effect of maintaining the continuity of management.
The nominees for Class
Three Directors who receives the majority of the votes cast for the directorship will be elected.
INFORMATION CONCERNING NOMINEES AND CONTINUING
DIRECTOR
Term of Office.
The term of office of the Class One Directors expires at the Annual Meeting to be held in 2023. The term of office of the
Class Two Director expires at the Annual Meeting to be held in 2024. The term of office for the Class Three Directors expires at
this Annual Meeting. The current Class Three Directors, Russell Cleveland and Murray Stahl, are proposed to be re-elected at this
Annual meeting, to serve for a term on three (3) years or until their successor is elected and qualified.
Name(1) |
Position(s)
Held with the Fund, Principal Occupation(s) During Past 5 Years, and Other Directorships |
Current
Term and Time Served |
Portfolios
in Fund Complex(2) Overseen by Director or Nominee |
Interested
Directors: |
Russell
Cleveland (3)
Age
83
|
Director
of the Fund (principal occupation) |
Annual/Since
1994 |
One |
|
Class
Three Director of the Fund |
Until
2022 Annual Meeting/Since 1994 |
|
|
|
|
|
|
Other
Directorships:
Former
Director of AnchorFree, Inc. |
2012-2018 |
|
|
|
|
|
|
Former
Director of iSatori, Inc., formerly a Portfolio company (nutraceutical preparations) |
2003-2015 |
|
|
|
|
|
|
Former
Director of Cover-All Technologies, Inc., a non-portfolio public company. (ins SW lic & maint) |
2003
- 2015 |
|
|
|
|
|
|
Former
Director of Access Plans, Inc. (dir. mail/advert) |
2008
- 2009 |
|
|
|
|
|
|
Former
Director of BPO Management Services, Inc. (business process outsourcing) |
2006
- 2011 |
|
|
|
|
|
|
Former
Director of CaminoSoft (systems software) |
2004
- 2011 |
|
Name(1) |
Position(s) Held with the Fund,
Principal Occupation(s) During Past 5 Years, and Other Directorships |
Current Term and Time Served |
Portfolios in Fund Complex(2)
Overseen by Director or Nominee |
Murray Stahl(4)
Age 68 |
Chairman, President, CEO
of the Fund
Class Three
Director of the Fund
Chairman, Chief Executive
Officer and Chief Investment Strategist of Horizon Kinetics LLC (Principal occupation)
Other Directorships:
Chairman, the FRMO Corp.
(OTC Pink: FRMO)
Director, Texas Pacific Land Corporation (royalty
co.)
Director, Bermuda
Stock Exchange (stock exchange) Chairman,
Director, Minneapolis Grain Exchange (commodity
exchange)
Director, MSRH, LLC (investment
advisory)
Director, Winland Electronics,
Inc. (environmental monitoring)
Director, IL&FS Securities
Services Ltd (securities market services) |
Annual/Since 2017
Until 2022 Annual Meeting/Since 2017
Annual/Since 1994
Since 2001
Since 2021
Since 2014
Since 2013
Since 2013
2015 - 2020
2008 - 2020 |
Nine
|
Eric Sites(4)
Age 43 |
Class One Director of the
Fund
Portfolio Manager,
Horizon Kinetics Asset Management LLC (Principal occupation)
Other Directorship:
Director, Bermuda Stock
Exchange
Director, IL&FS Securities
Services Ltd (securities market services)
Director, Canadian Securities
Exchange (securities market) |
Until 2020 Annual Meeting/Since 2017
Since 2004
Since 2016
Since 2021
Since 2020 |
One
|
Name(1) |
Position(s)
Held with the Fund, Principal Occupation(s) During Past 5 Years, and Other Directorships |
Current Term and Time
Served |
Portfolios in Fund Complex(2)
Overseen by Director or Nominee |
Independent Directors:
|
|
|
Alice C. Brennan
Age 69 |
Class One Director of the Fund
Independent Consultant (legal and compliance
risk
oversight) (Principal occupation)
Senior Advisor, Advaita Capital (Investments)
Greenbacker Renewal Energy Company II (Sustainable
Infrastructure Company)
Director, the FRMO Corp. (OTC Pink: FRMO)
Associate General
Counsel, Chief Compliance Officer & Chief Trademark and Copyright Counsel, Verizon Wireless (prior principal occupation) |
Until 2020 Annual Meeting/Since 2017
Since 2014
Since 2021
Since 2022
Since 2021
2000-2014 |
One
|
Name(1) |
Position(s) Held with the Fund,
Principal Occupation(s) During Past 5 Years, and Other Directorships |
Current Term and Time
Served |
Portfolios in Fund Complex(2)
Overseen by Director or Nominee |
Herbert M. Chain
Age 69 |
Class Two Director of the Fund
Director, CBIZ Marks Paneth and Shareholder,
Mayer Hoffman McCann CPAs (Principal occupation)
Founder and Managing Member, HMC Business
Consulting LLC (financial reporting and controls)
Director and Audit & Compliance Committee
Chair, Qlarant, Inc. (Health Care Services)
Director, the FRMO Corp. (OTC Pink: FRMO)
Assistant Professor and Executive
Director, Center for Executive Education, and Director of External Relations, Tobin College of Business, St. John’s University
Trustee and Audit Committee Chair, Infusive
US Trust
Director, Board of Trustees, Treasurer &
Executive Committee Member, The Kew-Forest School
Board Chair, Queens Symphony Orchestra
Board President, Queens Symphony Orchestra
Board Member & Treasurer, Queens Symphony
Orchestra
Adjunct Professor, St. John’s University
Adjunct Instructor, New York University
Audit Partner, Deloitte & Touche LLP |
Until 2021 Annual Meeting/Since 2017
Since 2020
Since 2015
Since January 2021
Since 2021
2017-2020
Since July 2019
Since 2016
2014-2017
2001-2017
1994-2017
2011-2017; 2020 - present
2015-2016
1988-2015 |
One
|
Name(1) |
Position(s) Held with the Fund,
Principal Occupation(s) During Past 5 Years, and Other Directorships |
Current Term and Time Served |
Portfolios in Fund Complex(2) Overseen
by Director or Nominee |
Steven M. Bregman
Age 63
Peter B Doyle
Age 60 |
Co-Portfolio Managers
Co-Portfolio Manager of the Fund
President and Co-Founder, Horizon Kinetics
LLC (Principal occupation)
President and CFO, FRMO Corp.
Director, Winland Electronics
Co-Portfolio Manager of the Fund
Managing Director and Co-Founder, Horizon
Kinetics LLC, President of Kinetics Mutual Funds, Inc., (Principal Occupation)
Vice President, FRMO Corp.
Senior Investment Officer, Bankers Trust
Company |
Since 2021
Annual/Since 1994
Since 2001
Since 2020
Since 2021
Annual/Since 1994
Since 2001
1985-1994 |
Two
Five
|
| (1) | The address of all persons named in the table other than Mr.
Cleveland is c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue South, New York, New York 10016. Mr. Cleveland’s address
is c/o RENN Capital Group, Inc., 16660 Dallas Parkway, Suite 2600, Dallas, Texas 75248. |
| (2) | The term “Fund Complex” means all 1940-Act-registered
investment funds, or separate portfolios of such a fund, which share a common investment adviser (or have investment advisers that are
affiliated persons) or which hold themselves out to investors as related companies for purposes of investment and investment services.
The Fund is not grouped into a Fund Complex with other 1940-Act-registered investment funds. |
| (3) | Mr. Cleveland is currently considered an “interested person”
of the Fund as defined by Section 2(a)(19) of the 1940 Act by virtue of being a limited partner in the Cleveland Family Limited Partnership,
which owns more than 5% of the Fund’s securities. |
| (4) | Horizon Kinetics Asset Management LLC is the investment adviser
to the Fund and Mr. Stahl and Mr. Sites are “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940
Act by virtue of being officers and directors of Horizon Kinetics Asset Management LLC, and in Mr. Stahl’s case, a director and
beneficial owner of outstanding securities of Horizon Kinetics Asset Management LLC. |
The following table sets
forth information about the dollar range of equity securities owned by Mr. Cleveland and each Director in the Fund and, on an aggregate
basis, in any registered investment companies overseen or to be overseen by such person within the same Family of Investment Companies
as the Fund.
Name |
Dollar Range
of Shares in Fund |
Aggregate
Dollar Range of Equity Securities in Funds Overseen by Director or Nominee in Family of Investment Companies(1) |
Interested
Directors: |
Russell
Cleveland |
Over
$100,000 |
Over
$100,000 |
Murray
Stahl |
Over
$100,000 |
Over
$100,000 |
Eric
Sites |
$0-$10,000 |
$0-$10,000 |
Independent
Directors: |
Alice
C. Brennan |
$0-$10,000 |
$0-$10,000 |
Herbert
M. Chain |
$0-$10,000 |
$0-$10,000 |
| (1) | The term “Family of Investment Companies” means all
1940-Act-registered investment funds that share the same investment adviser and hold themselves out to investors as related companies
for purposes of investment and investment services. The Fund is grouped into a Family of Investment Companies with no other 1940-Act-registered
investment funds. |
Board Member Attributes.
The following is a summary of some of the experience, skills, and attributes that led to the conclusion that each member should
serve as a Director for the Fund:
Russell Cleveland is a
Chartered Financial Analyst with more than 40 years of experience as a specialist in investments in smaller capitalization companies.
A graduate of the Wharton School of Business, Russell Cleveland has served as President of the Dallas Association of Investment Analysts.
He also previously served as the President, Chief Executive Officer, sole Director, and beneficial shareholder of all of the shares of
RENN Capital Group, Inc. (“RENN Group”), the prior investment adviser to the Fund. Mr. Cleveland is deemed to be a valuable
Board member due to his depth of knowledge of the Fund, his business judgment, and extensive experience in the field of investment management.
Alice C. Brennan has served
as a corporate officer and senior legal executive at global healthcare and technology companies for more than 20 years and has expertise
in corporate risk management, regulatory compliance, corporate governance, and technology/innovation. Ms. Brennan currently serves as
a Senior Advisor for Advaita Capital and a business consultant to expert networks, helping their clients understand legal and ESG, compliance
risk oversight, and technology trends. Ms. Brennan serves on the Board of Directors for Greenbacker Renewable Energy Company II, a sustainable
infrastructure company. Ms Brennan also serves on the Board of Directors for FRMO Corp, a publicly
traded company with interests in Horizon Kinetics. Previously, Ms. Brennan served as Associate General Counsel and Chief Compliance
Officer for Verizon Wireless, and prior to that was Vice President, Secretary and Chief Compliance Officer for Bristol-Myers Squibb Company.
Ms. Brennan received a Bachelor of Arts from Skidmore College, a Master of Arts from Columbia University and a Juris Doctor from Hofstra
Law School. Ms. Brennan holds the certification in Private Company Governance from the Private Directors Association and was appointed
to the National Association of Corporate Directors on July 1, 2022.
Herbert M. Chain is the founder and Managing
Member of HMC Business Consulting, LLC, a consulting firm that provides assistance with financial reporting and controls, IPO readiness,
financial due diligence, and litigation and dispute resolution services. He is a Director at CBIZ Marks Paneth and Shareholder, Mayer
Hoffman McCann CPA’s. Mr. Chain has served as an Assistant Professor in the Department of Accountancy and Executive Director of
the Tobin Center for Executive Education, of St. John’s University. Mr. Chain also serves on the Board of Directors for FRMO Corp,
a publicly traded company with interests in Horizon Kinetics. Previously, Mr. Chain was
an audit partner for 27 years with Deloitte & Touche LLP where he served public and private clients, including public and private
investment advisers, trust companies, ETFs, REITS, mutual funds, closed-end funds and other investment partnerships. Mr. Chain received
a Bachelor of Science from Duke University, a Master of Business Administration from the Wharton Graduate School of Business and a Master
of Science from New York University. Mr. Chain holds the NACD Directorship CertificationTM, the certification in Private Company
Governance from the Private Directors Association, and the ACCD Advanced Director Certification.
Murray Stahl, the current President, Chief
Executive Officer, and Director of the Fund, is a co-founder, Chief Executive Officer, and Chairman of the Board of Horizon Kinetics Asset
Management LLC. He has over 30 years of investing experience and is responsible for overseeing Horizon Kinetics’ proprietary research.
Murray is the Portfolio Manager of the Fund as well as Co-Portfolio Managers, Steven M. Bregman and Peter Doyle. Murray serves as Horizon
Kinetics’ Chief Investment Officer, and chairs the firm’s Investment Committee, which is responsible for portfolio management
decisions across the entire firm. He is also the Co-Portfolio Manager for a number of registered investment companies, private funds,
and institutional separate accounts. Additionally, Murray is the Chairman and Chief Executive Officer of FRMO Corp. He is also a member
of the Board of Directors of the Texas Pacific Land Corporation, Bermuda Stock Exchange, MSRH, LLC, and the Minneapolis Grain Exchange.
Prior to co-founding Horizon Kinetics, Murray spent 16 years at Bankers Trust Company (1978-1994) as a senior portfolio manager and research
analyst. As a senior fund manager, he was responsible for investing the Utility Mutual Fund, along with three of the bank’s Common
Trust Funds: The Special Opportunity Fund, The Utility Fund, and The Tangible Assets Fund. He was also a member of the Equity Strategy
Group and the Investment Strategy Group, which established asset allocation guidelines for the Private Bank. Murray received a Bachelor
of Arts in 1976 and a Master of Arts in 1980 from Brooklyn College, and an MBA from Pace University in 1985.
Eric Sites is a Vice
President at Horizon Kinetics Asset Management LLC. Eric joined Horizon Kinetics in 2004 and is a Portfolio Manager and Research Analyst
for the firm. He serves on the investment team for certain registered investment companies managed by the investment adviser subsidiaries
of Horizon Kinetics, and also serves on the Board of the Bermuda Stock Exchange, where he is Chair of the New Business Development Committee.
Eric is also a member of the Board of Directors of IL&FS Securities Services Limited, the Bermuda Stock Exchange and the Canadian
Securities Exchange. Eric received a BA from Southern Illinois University in 2000 and an MA from Columbia University, Teachers College
in 2002.
Steven M. Bregman is
a Co-Portfolio Manager of the Fund. Steven is the President of Horizon Kinetics LLC and is a co-founder
of the Firm. He is a senior member of the Firm’s research team, a member of the Investment Committee and Board, and supervises
all research reports produced by the Firm. As one of the largest independent research firms, Horizon Kinetics focuses on structurally
inefficient market sectors, including domestic spin-offs, global spin-offs (The Spin-Off Report and (Global Spin-Off Report), distressed
debt (Contrarian Fixed Income) and short sale candidates (Devil’s Advocate), among others. Horizon Kinetics has also taken an interest
in creating functionally improved indexes, such as the Spin-Off Indexes and the Wealth Indexes (which incorporate the owner-operator
return variable). Steve is also the President and CFO of FRMO Corp., a publicly traded company with interests in Horizon Kinetics and
is a member of the Board of Directors of Winland Electronics, Inc. He received a BA from Hunter College, and his CFA® Charter in
1989. Steve has authored a variety of papers, notably “Spin-offs Revisited: A Review of a Structural Pricing Anomaly” (1996)
and “Equity Strategies and Inflation” (2012).
Peter
B. Doyle is a Co-Portfolio Manager of the Fund. Peter is a Managing Director and co-founder of Horizon Kinetics LLC. He is a senior
member of the research team, and a member of the Investment Committee and the Board. Peter is a Co-Portfolio Manager for several registered
investment companies, private funds, and institutional separate accounts. He is also responsible for oversight of the Firm’s marketing
and sales activities and is the Vice President of FRMO Corp. Previously, Peter was with Bankers Trust Company (1985-1994) as a Senior
Investment Officer, where he also served on the Finance, Utility and REIT Research sub-group teams. Peter received a BS from St. John’s
University and an MBA from Fordham University
Diversity in Board Members.
In selecting nominees for election or re-election to the Board, consideration is given to the presence on the Board of a broad
spectrum of business acumen and personal perspectives. The Fund has members who bring experience in securities and finance, executive
management of corporations, directorships, corporate governance and financial reporting, among others. The Fund has no policy regarding
such, but it intends to keep a diversity of skills and attitudes in its Board makeup, and it assesses those qualities in any present Director
or one who is being considered for nomination to the Board.
Board’s Role in Risk
Management. The Board endeavors to forestall risk by its development of fundamental investment policies for approval by the shareholders
and other policies which are more flexible for the Adviser’s activities on the Fund’s behalf. The Board is also involved in
the assessment and monitoring of risk by virtue of its review of the Fund’s investment activities, noting whether the portfolio
has industry or geographic susceptibilities, by the appointment of the Adviser’s portfolio managers to directorships on portfolio
boards when indicated, and by review of the financial particulars of the Fund, including any occasions of debt. It also considers the
strength of the Adviser’s staff to provide uninterruptible investment and administrative services to the Fund. The Board feels that
its considerable oversight of risk fuses well with the Fund’s leadership structure.
Board Structure.
Murray Stahl serves as both the Chairman of the Board and the Fund’s Chief Executive Officer, and the Board has determined that
the dual role is appropriate for this Fund. Mr. Stahl is an interested person in the Fund by virtue of his roles with Horizon Kinetics
Asset Management LLC, the Fund’s investment adviser, giving him an additional incentive for its good performance and protection.
He does not receive compensation from the Fund for either role except for his indirect benefit from Horizon Kinetics Asset Management
LLC’s management fee, if any. The appointment of a separate person to serve as chairman would likely require the Fund to incur additional
fee expense for the position, which the Board feels is unwarranted at this time. While not being named as such, the chairs of the Fund’s
Audit and Governance Committees in essence serve as lead independent Directors. They regularly hold meetings without management present
to assess matters concerning financial reporting and administrative risk and portfolio investment parameters and execution risk, and relay
to the Chairman of the Board any concerns they may have.
Director Transactions with
Affiliates. As of the record date, with the exception of interested Directors Russell Cleveland and Murray Stahl, none of the
Directors own any interest in Horizon Kinetics Asset Management LLC, the Fund’s investment adviser, or any person controlling, controlled
by, or under common control with Horizon Kinetics Asset Management LLC; nor has any Director, or a member of his immediate family, engaged
in, or had a material interest in, a transaction or series of similar transactions involving the Fund, RENN Group or Horizon Kinetics
Asset Management LLC which exceeded $120,000 in any fiscal year during the previous five fiscal years of the Fund; nor is any such transaction
being currently considered. Since January 1, 2015, no Director or nominee, or a member of his or her immediate family, has had a material
interest in any material transaction or any currently proposed material transaction involving the Fund, RENN Group or Horizon Kinetics
Asset Management LLC, an officer of the Fund, RENN Group or Horizon Kinetics Asset Management LLC, a parent, subsidiary or other affiliate
of RENN Group or Horizon Kinetics Asset Management LLC (or any officer of such a parent, subsidiary or affiliate) or any investment company
having the same adviser as the Fund (or any officer of such an investment company).
Legal Proceedings. There have been
no material pending legal proceedings in which any Director or nominee for Director or any affiliated person of such Director or nominee
is a party adverse to the Fund or has a material interest adverse to the Fund or any of its affiliated persons. Director nominee Eric
Sites filed for personal bankruptcy protection under Chapter 13 of the United States Bankruptcy Code in 2011. The Chapter 13 plan of
reorganization was approved by the United States Bankruptcy Court for the Northern District of Illinois in October 2011, and Mr. Sites
was granted a discharge in July 2016.
Additional information concerning
the Directors may be included in the Statement of Additional Information contained in the N-2 registration statement filed with the SEC
by the Fund. This information may be obtained without charge by calling 1-646-291-2300.
Board Meetings and Committees.
The Board of Directors held four meetings during 2020. The Board has established an Audit Committee, a Nominating and Corporate
Governance Committee, and a Pricing Committee. The Board has not established a Compensation Committee because the Fund has no employees,
its officers receive no compensation from the Fund, and the Fund has never issued options or warrants to officers or Directors of the
Fund. All current Directors attended 100% of the meetings held by the Board and all committees on which such Director served during 2020.
The Fund does not have a formal
policy regarding director attendance at meetings of shareholders. Mr. Stahl, Mr. Sites, Mr. Chain and Ms. Brennan were elected as directors
for the first time at the 2017 Meeting. Mr. Cleveland attended and served as chair of the 2017 Meeting.
Audit Committee.
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. In 2021,
the Audit Committee held two meetings. The primary duties and responsibilities of the Audit Committee are:
· | | to select and approve the compensation of the Fund’s
independent auditors, including those to be retained for the purpose of preparing or issuing an audit report or performing other audit
review or attest services for the Fund; |
· | | to monitor the independence and performance of the Fund’s
independent auditors, who report directly to the Audit Committee; |
· | | to oversee generally the accounting and financial reporting
processes of the Fund and the audits of its financial statements; |
· | | to review the reports and recommendations of the Fund’s
independent auditors; |
· | | to provide an avenue of communication among the independent
auditors, management, and the Board of Directors; and |
· | | to address any matters between the Fund and its independent
auditors regarding financial reporting. |
During 2021, the Audit Committee was comprised
of two Directors, who currently are Alice C. Brennan and Herbert M. Chain, each of whom is an independent director.
The Audit Committee has a written
charter, a copy of which was attached as Appendix B to the Fund’s proxy statement related to the 2020 Annual Meeting of Shareholders.
SEC rules recommend that an audit
committee have a member who is a “financial expert.” The SEC rules do not require that an audit committee financial expert
have any additional duties, obligations or liabilities, and he is not considered an expert under the Securities Act of 1933. The Board
of Directors determined that Herbert M. Chain satisfies the standard for “audit committee financial expert” within the meaning
of the rules.
Nominating and Corporate
Governance Committee. The Nominating and Corporate Governance Committee was created in January 2004 and is responsible for nominating
individuals to serve as Directors and to address such governance matters as the Board may request from time to time.
In
its assessment of each potential nominee for Director, the Committee reviews the nominee’s judgment, experience, independence, financial
literacy, knowledge of emerging growth companies, understanding of the Fund and its investment objectives, and such other factors as the
Committee may determine. The Committee also considers the ability of a nominee to devote the time and effort necessary to fulfill his
or her responsibilities. The Committee has no formal policy regarding the consideration of nominees for election as directors that may
be recommended by shareholders of the Fund but would consider any qualified persons who might be recommended by shareholders in appropriate
circumstances.
During 2021, the Nominating and
Corporate Governance Committee held one meeting and is comprised of two independent Directors, who currently are Alice C. Brennan and
Herbert M. Chain.
The Nominating and Corporate
Governance Committee has a written charter, a copy of which is attached as Appendix A to the Fund’s proxy statement.
Pricing Committee. The
Pricing Committee held two meetings in 2021 and is comprised of Alice C. Brennan and Herbert M. Chain.
Director Compensation.
The Fund does not pay any fees to, or reimburse expenses of, its Directors who are considered “interested persons”
of the Fund. Directors who are not interested persons of either the Fund or its investment adviser, Horizon Kinetics Asset Management
LLC, currently receive no fee but are entitled to out-of-pocket expenses for each quarterly meeting attended. For the fiscal year ended
December 31, 2020, the aggregate compensation paid by the Fund to each Director, and the aggregate compensation paid by any other funds
in a Fund Complex with the Fund to each Director, is set forth below:
Name of Director |
Aggregate Deferred Compensation from Fund |
Retirement Benefits Accrued as Part of Fund Expenses |
Estimated Annual Benefits upon Retirement |
Total 2020 Compensation from Fund and Fund Complex(3) |
Russell Cleveland(1) |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Murray Stahl(2) |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Alice C. Brennan |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Herbert M. Chain |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Eric Sites(2) |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
| (1) | Mr. Cleveland is an “interested person” as defined
by Section 2(a)(19) of the 1940 Act by virtue of being a limited partner in the Cleveland Family Limited Partnership, which owns more
than 5% of the Fund’s securities. |
| (2) | Horizon Kinetics Asset Management LLC is the investment adviser
to the Fund and Mr. Stahl and Mr. Sites are “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940
Act by virtue of being officers and directors of Horizon Kinetics Asset Management LLC, and in Mr. Stahl’s case, a director and
beneficial owner of outstanding securities of Horizon Kinetics Asset Management LLC. |
| (3) | The term “Fund Complex” means all 1940-Act-registered
investment funds, or separate portfolios of such a fund, which share a common investment adviser (or have investment advisers that are
affiliated persons) or which hold themselves out to investors as related companies for purposes of investment and investment services.
The Fund is not currently grouped into a Fund Complex with any other such funds. |
Compensation Committee
Interlocks and Insider Participation.
During the last completed fiscal
year of the Fund, no executive officer of the Fund was a director or member of a compensation committee of any entity of which a member
of the Fund’s Board was or is an executive officer.
The Board
recommends that the shareholders vote FOR the election of rUSSELL CLEVELAND AND MURRAY STAHL as class THREE directorS.
PROPOSAL
THREE
RATIFICATION OF APPOINTMENT OF AUDITOR
The Board of Directors selected
Tait, Weller & Baker LLP to audit the Fund for the fiscal year ending December 31, 2021. Tait, Weller & Baker LLP was appointed
as independent auditor to the Fund by Horizon Kinetics Asset Management LLC on April 20, 2017 and also served as the Fund’s independent
auditor for the fiscal year ended December 31, 2020. Its selection was approved by the vote of a majority of the Board of Directors, including
a majority of the directors who are not “interested persons” of the Fund, as defined in the 1940 Act.
Tait, Weller & Baker LLP
performed the Fund’s audit for the fiscal year(s) ended December 31, 2021, and December 31, 2020. There were no disagreements between
the Fund and Tait, Weller & Baker LLP on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of Tait, Weller & Baker LLP, would have caused it to
make reference to the subject matter of the disagreements in its reports on the financial statements of the Fund for such year.
During the Fund’s two most
recent fiscal years ended December 31, 2021, and December 31, 2020, and in the subsequent interim period through June 30, 2022, there
were no “reportable events” (as defined in Item 304(a)(l)(v) of Regulation S-K under the Securities Exchange Act of 1934,
as amended).
A representative of Tait, Weller
& Baker LLP, is expected to attend the Annual Meeting, and will respond to appropriate questions from shareholders and will have the
opportunity to make a statement, should he or she so desire.
The following table presents fees
paid by the Fund for professional services rendered by Tait, Weller & Baker LLP, for the fiscal year ended December 31, 2021, and
for the fiscal year ended December 31, 2020.
Fee Category |
Fees for 2020 |
Fees for 2021 |
Audit Fees |
$ 29,000 |
$ 29,000 |
Audit-Related Fees |
0 |
0 |
Tax Fees |
$ 4,000 |
$4,000 |
All Other Fees |
0 |
0 |
Total Fees |
$ 33,000 |
$ 33,000 |
Audit Fees were for professional
services rendered for the audit of the Fund’s annual financial statements. No tax or other non-audit fees were incurred or paid
by the Fund to the independent audit firm of Tait, Weller & Baker LLP for either of the fiscal years indicated in the table.
The Audit Committee has adopted
a pre-approval policy that provides for the prior consideration by the Audit Committee of any audit or non-audit services that may be
provided by its independent auditor to the Fund. Audit services were approved as delineated on the auditor’s engagement letter before
services were commenced. Tax or other non-audit fees were pre-approved with regard to the auditor for the fiscal year ended December 31,
2021. Neither has the Audit Committee pre-approved its auditors providing any non-audit services for the Adviser, or any entity controlling,
controlled by, or under common control with the Adviser that provides ongoing services to the Fund, nor is it aware of any such situation
that would require its pre-approval.
Tait, Weller & Baker LLP’s
address is 50 South 16th Street, Suite 2900, Philadelphia, PA 19102. No conflicts between the Fund and the auditor occurred
during the conduct of the audit for the year ended December 31, 2021.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed
and discussed the Fund’s audited financial statements for the fiscal year ended December 31, 2021, with the Fund’s management.
The Audit Committee has discussed with Tait, Weller & Baker LLP, the Fund’s independent auditor, the matters required to be
discussed by the standards of the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures
and the letter of Tait, Weller & Baker LLP, required by current authoritative standards and has discussed with the auditor its independence.
Based on the review and discussions
described above, among other things, the Audit Committee recommended to the Board of Directors that the audited financial statements of
the Fund be included in the Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2021. The Fund’s Annual
Report to Shareholders for the fiscal year ended December 31, 2021, which includes the Fund’s audited financial statements for that
year, was previously distributed to the Fund’s shareholders.
The affirmative vote of a majority
of shares present, in person, virtually, or by proxy, and entitled to vote at the Annual Meeting is required for the ratification of the
selection of the Fund’s independent auditors.
THE BOARD RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF TAIT, WELLER & BAKER LLP, AS THE FUND’S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
DISSENTER’S RIGHTS
The Texas Business Organizations
Code does not grant shareholders of a Texas corporation dissenter’s rights with respect to any of the Proposals covered by this
Proxy Statement.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires the Fund’s officers and Directors and persons who own more than 10% of a registered class
of the Fund’s equity securities to file reports of ownership and changes in ownership with the SEC. Such reporting individuals are
required by SEC regulations to furnish the Fund with copies of all Section 16(a) forms that they file.
To the Fund’s knowledge,
all Section 16(a) filings relating to the Fund’s common stock applicable to its officers, Directors, and greater-than-10% beneficial
owners were timely filed for the fiscal year ended December 31, 2021.
SUBMISSION
OF SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended, shareholders may present proper Proposals for inclusion in the Fund’s proxy statement
for consideration at its Annual Meeting of Shareholders by submitting Proposals to the Fund in a timely manner. A shareholder may submit
a Proposal for inclusion in the Proxy Statement for the Annual Meeting of Shareholders to be held in 2022, if such Proposal is submitted
to the Fund on or prior to the 120th day before the date in 2022 that is the same date as the date on which the Proxy Statement for last
year’s Annual Meeting was mailed, which submission deadline was April 6, 2021. Any Shareholder Proposal to be submitted for consideration
at the Annual Meeting to be held in 2022 was required to have been sent prior to April 4, 2022, to Corporate Secretary, RENN Fund, Inc.,
c/o Horizon Kinetics Asset Management LLC, 470 Park Avenue South, New York, NY 10016.
OTHER
BUSINESS
As provided by Texas law
and the Fund’s bylaws, only business within the purposes described in the accompanying notice may be conducted at the Annual Meeting.
If any other matter within such purposes properly comes before the Annual Meeting or any adjournment(s), then the persons named in the
proxy will vote on such matters pursuant to the proxy in their discretion and as they deem appropriate.
Unless you submit instructions
to the contrary to the Fund, annual reports to shareholders, proxy materials, and notices of internet availability of proxy materials
will be furnished by “householding,” that is, only one set of materials, together with the appropriate number of proxy cards,
will be sent to any residential address on record for more than one shareholder. You may request in writing or by telephone that
in the future you should be sent an individual set of materials, in which case you will then commence receiving individual sets of materials
for any mailings occurring 30 days or more after your request. To make such a request you should contact our transfer agent, American
Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, New York 11219, telephone (718) 921-8200, Extension 6412.
You may also access a copy of the proxy materials (but not a votable copy of the proxy card) from the Fund’s website at https://horizonkinetics.com/products/closed-end-funds/renn/
SHAREHOLDER
COMMUNICATIONS WITH THE BOARD
Generally, shareholders who have
questions or concerns regarding the Fund should contact Board of Directors of RENN Fund, c/o Horizon Kinetics Asset Management LLC, 470
Park Avenue South, New York, NY 10016. All communications must contain a clear notation indicating that it is a “Shareholder—Board
Communication” or a “Shareholder—Director Communication” and must identify the author as a shareholder. The Corporate
Secretary will forward the correspondence, if appropriate, to the Chairman of the Board or to any individual Director to whom the communication
is directed. The Fund reserves the right not to forward to the Board any communication that is hostile, threatening, illegal, not reasonably
related to the Fund or its business, or similarly inappropriate. The Corporate Secretary has authority to discard or disregard any inappropriate
communication or to take any other action that it deems to be proper with respect to any inappropriate communications.
You are cordially invited
to attend the Annual Meeting of Shareholders in person or virtually. However, whether or not you plan to attend the Annual
Meeting, you are requested to promptly vote your proxy online, or by telephone, or by completing, signing, and returning the proxy
card in the enclosed postage-paid envelope. Please refer to the proxy card for details.
By Order of the Board of Directors, |
|
Jay Kesslen |
Chief Compliance Officer |
New York, New York |
July 18, 2022 |
APPENDIX A
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER
RENN FUND, INC.
Purpose
The purpose of the
Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) is as follows:
| · | consider qualified candidates to serve as Board members; |
| · | consider and nominate nominees for election as Board members; and |
| · | at the direction of the Board of Directors, consider various corporate governance policies and procedures. |
Committee Membership
The Nominating
and Corporate Governance Committee shall consist of at least two members. The members of the Nominating and Corporate Governance Committee
shall meet the applicable membership and independence requirements under National Association of Securities Dealers (“NASD”)
Rule 4200.
The members of
the Nominating and Corporate Governance Committee shall be appointed annually by the Board. The Board from time to time may remove members
of the Nominating and Corporate Governance Committee and fill any resulting vacancy.
Meetings
The Nominating
and Corporate Governance Committee shall hold at least one meeting per year and such additional meetings as the Nominating and Corporate
Governance Committee shall determine.
Committee Duties and Powers
To carry out its purpose, the Nominating and Corporate
Governance Committee shall have the following duties and powers:
Identification of Potential
Board Members. The Nominating and Corporate Governance Committee shall seek and identify individuals qualified to become members
of the Board, consistent with its nominating criteria.
Nomination
of Director Nominees. The Nominating and Corporate Governance Committee shall consider and nominate nominees for election at each
annual meeting of the shareholders of the Company.
Independence
and Qualification of Members of the Board. The Nominating and Corporate Governance Committee shall review with the Board at least
annually the qualifications of new and existing members of the Board, considering the level of independence of individual members, together
with such other factors as the Board may deem appropriate, including overall skills, financial literacy and experience, to ensure the
Company’s on-going compliance with the independence and other standards set by the NASD.
Corporate Governance. The Nominating
and Corporate Governance Committee shall, at the direction of the Board, consider various corporate governance policies and procedures.
Reports to the Board. The Nominating and Corporate
Governance Committee shall make regular reports to the Board.
Nominating and Corporate Governance
Committee Charter. The Nominating and Corporate Governance Committee shall review and assess this charter and recommend any proposed
changes to the Board for approval.
Other Duties. The
Nominating and Corporate Governance Committee also shall perform such additional duties and have such additional responsibilities
and functions as the Board from time to time may determine.
Updated: July 6, 2017
AMENDED CHARTER
OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF THE RENN FUND, INC.
Renn Fund, Inc. (the “Fund”) certifies
that it has adopted this amended Charter (the “Charter”) as its formal written audit committee charter, effective as of July
6, 2017.
I. Audit Committee Purpose
The Audit Committee is appointed by the Board
of Directors to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities
are to:
| · | Appoint and approve the compensation of the Fund’s
independent auditors, including those to be retained for the purpose of preparing or issuing an audit report or performing other audit
review or attest services for the Fund; |
| · | Review the scope of their audit services and
the annual results of their audits; |
| · | Monitor the independence and performance of the
Fund’s independent auditors; |
| · | Oversee the accounting and financial reporting
processes of the Fund and the audits of its financial statements, generally; |
| · | Review the reports and recommendations of the
Fund’s independent auditors; |
| · | Provide an avenue of communication among the
independent auditors, management and the Board of Directors; and |
| · | Resolve any disagreements between management
of the Fund and its independent auditors regarding financial reporting. |
The Fund’s independent auditors must report
directly to the Audit Committee.
The Audit Committee has the authority to conduct
any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone
in the organization. The Audit Committee has the ability to retain, at the Fund’s expense, special legal, accounting, or other
consultants or experts it deems necessary in the performance of its duties, and it shall have the ability to determine the compensation
to be paid to such outside consultants or experts.
II. Audit Committee Composition and Meetings
The Audit Committee shall be comprised of two
or more directors as determined by the Board, each of whom shall be independent directors meeting the independence and other requirements
of the American Stock Exchange and Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended. All members of
the Committee shall:
| · | Not have participated in the preparation of the
financial statements of the Fund or any subsidiary at any time in the last three years; and |
| · | Have a basic understanding of finance and accounting
and be able to read and understand fundamental financial statements, including a company’s balance sheet, income statements and
cash flow statement, among others. |
In addition, at least one member of the Committee
shall have accounting or related financial management expertise, as defined by the applicable Securities and Exchange Commission (“SEC”)
regulation.
If an Audit Committee Chair is not designated
or present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Committee shall meet
from time to time as it shall determine, but not less than on a semiannual basis. The Committee may meet with management or the independent
auditors to discuss any matters that the Committee may determine.
III. Audit Committee Responsibilities and Duties
In addition to fulfilling the purposes described
above, the Audit Committee shall have the following specific responsibilities and duties:
Review Procedures.
| · | Periodically review and assess the adequacy of
the Charter. |
| · | Submit the Charter to the Board of Directors
for approval and have the document filed at least every three years in accordance with SEC regulations. |
| · | Review, along with management and independent
auditors, the Fund’s annual audited financial statements prior to filing or distribution. |
| · | Review all proposed related party transactions
and submit its findings and recommendations to the independent Directors of the Board for their final approval. |
| · | Review with management and the independent auditors
the Fund’s quarterly financial results prior to the release of earnings and/or the Fund’s quarterly financial statements prior
to filing or distribution. Discuss any significant changes to the Fund’s accounting principles and any items required to be communicated
by the independent auditors in accordance with American Institute of Certified Public Accountants (“AICPA”) SAS 61. |
Independent Auditors.
| · | The independent auditors are ultimately accountable
to the Audit Committee and the Board of Directors. It is the Audit Committee’s responsibility to ensure that it has received a formal
written statement from independent auditors delineating all relationships between the Fund and the independent auditor. The Audit Committee
shall review the independence and performance of the auditors and shall have the responsibility for, and authority to, appoint and/or
discharge the independent auditors, and to approve the fees and other compensation to be paid to the independent auditors. |
| · | On an annual basis, the Committee should review
and discuss with the independent auditors all significant relationships they have with the Fund that could impair the auditor’s
independence. |
| · | Prior to releasing the year-end earnings, discuss
the results of the audit with the independent auditors and discuss certain matters required to be communicated to audit committees in
accordance with AICPA SAS 61. |
| · | Consider the independent auditor’s judgments
about the quality and appropriateness of the Fund’s accounting principles as applied in its financial reporting. |
Other Audit Committee Responsibilities.
| · | Annually prepare a report to shareholders as
required by the SEC for inclusion in the Fund’s annual proxy statement. |
| · | Establish and periodically review the Fund’s
procedures for (a) the receipt, retention and treatment of complaints received by the Fund regarding accounting, internal accounting controls
or auditing matters, and (b) the confidential, anonymous submission by employees of the Fund regarding questionable accounting or auditing
matters. |
| · | Perform any other activities consistent with
the Charter, the Fund’s by-laws, and governing law, as the Committee or the Board deems necessary or appropriate. |
| · | Maintain minutes of meetings and periodically
report to the Board of Directors on significant results of the foregoing activities. |
| · | Determine the funding necessary to cover the
ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. |
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