1933 Act File No.	333-257169
1940 Act File No.	811-07528

[X]	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]	Pre-Effective Amendment No. __1_
[ ]	Post-Effective Amendment No. ___
and/or
[X]	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]	Amendment No.  1

[  ]	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

[  ]	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

[  ]	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

[  ]	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

[  ]	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

[   ]

when declared effective pursuant to section 8(c) of the Securities Act.

[   ]

This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

[   ]

This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: __________.

[   ]

This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: __________.

[   ]

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: __________.

[X]	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

[   ]

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

[   ]

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

[X]	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

[   ]

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

[   ]

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).

[   ]

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

[   ]

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Title of Securities Being Registered	Amount Being Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Rights to Purchase Convertible Preferred Stock(2)		$-	$-	$-
Convertible Preferred Stock	4,042,593	$25.00	$101,064,825	$11,026.00
Shares of common stock issuable upon conversion of Convertible Preferred Stock(3)	4,929,942	$-	$-	$-
Total			$101,064,825	$11,026.00

	Subscription Price	Sales Load	Proceeds to the Fund(1)
Per Share	$25.00	None	$25.00
Total	$101,064,825	None	$101,064,825

➢

Deliver a completed Subscription Certificate (enclosed) and payment to the Subscribing Agent at the address below (Attn: Reorg Dept.) so that it is received by the Expiration Date (we recommend using an insured courier), or

➢

Instruct your broker, dealer, trust company, custodian bank or other nominee to act for you by instructing DTC to exercise Rights with payment to the account of the Subscribing Agent by the Expiration Date.

Record Date		[●], 2021
Subscription Period		[●], 2021- [●], 2021*
Expiration Date/ Deadline to Purchase Convertible Preferred Stock†		[●], 2021*

*

Unless the offering is extended.

Rights to be Issued by Us	2,542,593 transferable rights exercisable for shares of Convertible Preferred Stock.
Description of Convertible Preferred Stock	The Board presently intends that, except as otherwise indicated in this Prospectus and except as otherwise required by applicable law or the Fund’s Articles of Incorporation, Articles Supplementary or bylaws, holders of Convertible Preferred Stock will have equal voting rights with holders of our common stock (one vote per share) and shall generally vote together with such holders of common stock as a single class (unless otherwise required by the 1940 Act).
Purpose of the Offering/Use of Proceeds	The Board of the Fund has determined that it would be in the best interests of the Fund and our stockholders to increase the assets of the Fund so that we may be in a better position to take advantage of investment opportunities that exist or may arise. Such opportunities may include, among other things, acquiring securities yielding greater than 2.75% or that are expected to return more than 2.75% per annum including units and shares of special purpose acquisition companies (“SPACs”), acquiring shares of closed-end funds at a discount to their net asset value, or repurchasing shares of the Fund’s common stock at a discount to their net asset value.  This offering seeks to reward existing stockholders by giving them the opportunity to purchase a unique security of the Fund without incurring any commission or charge.  The distribution of the Rights, which themselves may have intrinsic value, will also give non-participating stockholders the potential of receiving a cash payment upon the sale for their Rights, which may be viewed as partial compensation for the possible dilution of their interests in the Fund as a result of the offer.  Proceeds will be invested in accordance with the Fund’s investment objectives and policies as stated herein.  See “Business of the Fund.”
Basic Subscription Right	Each of our stockholders as of the Record Date shall receive, at no cost, one transferable right (each whole right, a “Subscription Right” or “Right”) to purchase one share of Convertible Preferred Stock for each 5 shares of our common stock such stockholder owns as of the Record Date (the “Basic Subscription Right”).  We will not issue fractional shares of our Convertible Preferred Stock upon the exercise of Rights.  The number of Rights issued to Record Date stockholders will be rounded up to the nearest whole number of Rights.  We intend to offer shares of Convertible Preferred Stock to Rights Holders for $25.00 per share.

Over-Subscription Privilege	If you elect to purchase the maximum amount of our Convertible Preferred Stock that you are entitled to purchase pursuant to your Basic Subscription Right, you will also be entitled to subscribe, subject to allotment, to purchase additional shares of our Convertible Preferred Stock, if any, that are not purchased by other Rights Holders pursuant to their Basic Subscription Right.  See “Convertible Preferred Stock Rights Offering – Over-Subscription Privilege and Over-Allotment Privilege.”  If you do not fully subscribe for your Basic Subscription Right, your ownership interest in the Fund and, following any conversion(s) of the Convertible Preferred Stock, the net asset value of your shares may be diluted. See “Risk Factors – Dilution of Ownership.”
Over-Allotment Privilege	If sufficient additional shares are not available to honor all requests under the Over-Subscription Privilege, we may, in our discretion, issue up to 1,500,000 additional shares of Convertible Preferred Stock for a total of 4,042,593 shares of Convertible Preferred Stock to honor Over-Subscription Privilege requests, with such shares subject to the same terms and conditions of this offering.  See “Convertible Preferred Stock Rights Offering – Over-Subscription Privilege and Over-Allotment Privilege.”
Expiration Date	5:00 p.m., New York City time, on [●], 2021 unless we decide to extend it to some later date.
Issuance of Convertible Preferred Stock	If you purchase shares of Convertible Preferred Stock through the offering, we will issue a Direct Registration System book-entry statement representing the shares of Convertible Preferred Stock to you or DTC on your behalf promptly after completion of the offering and after pro rata allocations and adjustments have been completed.
Liquidation Preference	In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the holders of Convertible Preferred Stock will be entitled to receive preferential liquidating distribution at face value (i.e., $25.00 per share), before any distribution of assets is made to the holders of our common stock.  After payment of the full amount of the liquidating distribution to which they are entitled, the holders of shares of Convertible Preferred Stock will not be entitled to any further participation in any distribution of assets by the Fund.  See “Convertible Preferred Stock Rights Offering – Description of Convertible Preferred Stock.”
Voting Rights	So long as the Fund is subject to the 1940 Act, the holders of any Convertible Preferred Stock, voting separately as a single class, shall have the right to elect two Directors at all times.  The remaining Directors shall be elected by holders of common stock and the holders of the Convertible Preferred Stock, voting together as a single class.  The foregoing right to elect two Directors shall be unaffected by any default by the Fund in the payment of dividends to holders of the Convertible Preferred Stock, subject to any additional rights afforded to such holders in the event of such a default under the 1940 Act, including Section 18 thereof.  In addition to any approval by stockholders that might otherwise be required, the approval of the holders of two-thirds of any outstanding Convertible Preferred Stock, voting separately as a class, would be required to (1) create a new series of senior equity security or (2) adopt any charter or bylaw amendment that would materially affect existing terms of the Convertible Preferred Stock.  The approval of the holders of a majority of any outstanding Convertible Preferred Stock, voting separately as a class, would be required to (1) adopt any plan of reorganization that would adversely affect the Convertible Preferred Stock, (2) create any pari passu security (a security interest with equal rights), (3) increase the amount of authorized shares of outstanding Convertible Preferred Stock or (4) or take any action requiring a vote of security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the Fund’s subclassification as a closed-end investment company or changes in its fundamental investment restrictions.  As a result of these voting rights, the Fund’s ability to take any such actions may be impeded to the extent that there is any Convertible Preferred Stock outstanding.  The Board presently intends that, except as otherwise indicated in this Prospectus and except as otherwise required by applicable law or the Fund’s Articles of Incorporation, Articles Supplementary or bylaws, Holders of Convertible Preferred Stock will have equal voting rights with holders of our common stock (one vote per share) and shall generally vote together with such holders of common stock as a single class (unless otherwise required by the 1940 Act).  See “Convertible Preferred Stock Rights Offering – Description of Convertible Preferred Stock.”

Risk Factors	See “Risk Factors” beginning on page 13 and the other information included in this Prospectus for a discussion of risks that you should carefully consider about us and about this offering. The principal risks related to this offering are Absence of Existing Public Market, Decline in Trading Price, Value versus Subscription Price, No Revocation, Termination of Offering, Rejection of Exercise of Subscription Rights, Discount to Net Asset Value, Dilution of Ownership, Required Redemption or Conversion, and Leveraging. See “Risks Related to This Offering” beginning on page 13 for more information about these risks.
Transferability of the Rights	Your Rights are transferable until the Expiration Date and are expected to be admitted for trading on the NYSE.  Although no assurance can be given that a market for the Rights will develop, trading in the Rights on the NYSE will begin three Business Days prior to the Record Date and may be conducted until the close of trading on the last NYSE trading day prior to the Expiration Date.
Termination of the Offering	The Board may decide to terminate this offering at any time, on or before the Expiration Date.  If we terminate the offering, our only obligation to you will be to return any payment, without interest.
Distribution Arrangements	We do not intend to engage a dealer manager for the offering.  Our officers and Directors may solicit the exercise of Rights by our stockholders. This offering is not contingent on any number of Rights being exercised. We will pay all expenses incurred in connection with this offering.
Listing	It is the Fund’s intention to list the Convertible Preferred Stock for trading on the NYSE under the symbol “SPE PR- C” prior to the issuance of the Convertible Preferred Stock.
Trading	We cannot assure you that the Rights or the Convertible Preferred Stock will develop any liquidity in the secondary market.  In addition, we cannot predict how the issuance of the Rights or the Convertible Preferred Stock will affect the market price of our common stock.
Material United States Federal Income Tax Consequences	The receipt and election to purchase Convertible Preferred Stock are intended to be nontaxable events.  If you sell the Convertible Preferred Stock after purchasing it, you will recognize gain or loss.  You should obtain specific tax advice from your personal tax advisor.  See “Material United States Federal Income Tax Consequences —Taxation of Stockholders” below.

Management Arrangements	Bulldog Investors, LLP serves as our investment adviser.  U.S. Bancorp Fund Services, LLC (“Administrator”) serves as our administrator.  For a description of Bulldog Investors, LLP or the Administrator and our contractual arrangements with these companies, see “Investment Advisory Agreement” and “Administration Agreement.”
Information Agent	InvestorCom LLC
Subscribing Agent	American Stock Transfer & Trust Company, LLC
Dilution	As a result of the terms of this offer, stockholders who do not fully exercise their Rights will own, upon completion of this offer and following any conversion(s) of the Convertible Preferred Stock into common stock of the Fund, a smaller proportional interest in the Fund than they owned prior to the offer. The following examples illustrate the impact of the offer depending upon whether the common stock is trading at a premium or a discount to its NAV.  See “Risk Factors – Dilution of Ownership.”

Shares issued and outstanding before the Offering	12,712,964 shares of common stock as of September 30, 2021.
Shares outstanding after completion of the Offering	Assuming that all 2,542,593 shares of Convertible Preferred Stock in the offering are subscribed for, we will have 2,542,593 shares of Convertible Preferred Stock outstanding (up to 4,042,592 shares with full exercise of the Over-Allotment Privilege), which will be convertible into 3,100,692 shares of our common stock immediately after the rights offering (up to 4,929,942 shares with full exercise of the Over-Allotment Privilege).  Assuming full conversion of the Convertible Preferred Stock, there would be 15,813,656 shares of our common stock issued and outstanding (17,642,906 shares of our common stock issued and outstanding with full exercise of the Over-Allotment Privilege).
Notice of NAV Decline	The Fund has, as required by the SEC's registration form, undertaken to suspend the offer until it amends this Prospectus if, subsequent to the effective date of this Prospectus, the Fund's NAV declines more than 10% from its NAV as of that date.  If that occurs, the Fund will notify you of the decline and permit you to revoke your exercise of your Rights.  Rights Holders will have their payment for shares returned to them if they opt to revoke the exercise of their Rights.

Stockholder Transaction Expenses
Sales load	None
Annual Expenses (as a percentage of net assets attributable to common stock)
Management fees	1.00%
Other expenses (1)	0.52%
Acquired Fund fees and expenses (2)	2.06%
Dividends on Preferred Shares (3)	1.31%
Total Annual Expenses	4.89%

	1 Year	3 Years	5 Years	10 Years
You would pay the following expenses on a $10,000 investment, assuming a 5% annual return	$489	$1,454	$2,423	$4,860

(2)

The Fund invests in other closed-end investment companies and ETFs (collectively, the “Acquired Funds”).  The Fund’s stockholders indirectly bear a pro rata portion of the fees and expenses of the Acquired Funds in which the Fund invests.  The fees charged by underlying business development companies are included in this calculation.

(3)

Dividends on Preferred Shares represent the distributions that would be made assuming full participation in this offering resulting in the issuance of approximately $101,064,825 million of convertible preferred stock with a fixed dividend rate of 2.75%.  There can be no guarantee that any shares of preferred stock will be issued.

(4)

The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at NAV.  Actual expenses may be greater or less than those assumed.  Moreover, the Fund’s actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

		For the six months ended June 30, 2021 (Unaudited)				For the year ended December 31, 2020				For the year ended December 31, 2019				For the year ended December 31, 2018				For the year ended December 31, 2017				For the year ended December 31, 2016				For the year ended December 31, 2015				For the year ended December 31, 2014
Net asset value, beginning of year		$	16.13			$	16.06			$	13.78			$	16.70			$	15.56			$	15.11			$	16.94			$	18.70
Net investment income (loss)(1)			0.58	(7)			0.59				0.31				(0.18	)			0.44				0.63				0.41				0.22
Net realized and unrealized gains (losses) from investment activities			3.13	(7)			0.84				3.13				(1.06	)			2.26				0.64				(1.09	)			1.02
Total from investment operations			3.71				1.43				3.44				(1.24	)			2.70				1.27				(0.68	)			1.24
Anti-dilutive effect of common share repurchase program			-				-				-				-				0.00(5	)			0.07				0.08				-
Dilutive effect of conversions of preferred shares to common shares			(1.94	)			-				-				-				-				-				-				(1.44	)
Dilutive effect of reinvestment of distributions by common shareholders			-				-				-				-				-				-				(0.04	)			(0.08	)
Common share equivalent of dividends and  distributions paid to preferred shareholders from:
Net investment income			(0.10	)			(0.21	)			(0.05	)			(0.08	)			(0.10	)			(0.06	)			-				-
Net realized gains from investment activities			-				(0.02	)			(0.18	)			(0.15	)			(0.13	)			(0.02	)			-				-
Dividends and distributions paid to common shareholders from:
Net investment income			(0.56	)(7)			(0.65	)			(0.20	)			(0.26	)			(0.33	)			(0.58	)			(0.35	)			(0.19	)
Net realized gains from investment activities			-				(0.48	)			(0.73	)			(1.15	)			(1.00	)			(0.23	)			(0.84	)			(1.29	)
Return of Capital			-				-				-				(0.04	)			-				-				-				-
Total dividends and distributions paid to common shareholders			(0.56	)			(1.13	)			(0.93	)			(1.45	)			(1.33	)			(0.81	)			(1.19	)			(1.48	)
Net asset value, end of period		$	17.24			$	16.13			$	16.06			$	13.78			$	16.70			$	15.56			$	15.11			$	16.94
Market value, end of period		$	15.17			$	14.08			$	14.73			$	11.84			$	14.88			$	13.65			$	13.20			$	15.37
Total net asset value return(2)(6)			10.37	%			9.24	%			23.72	%			-8.79	%			15.93	%			8.45	%			-3.47	%			-1.01	%
Total market price return(3)			11.91	%			5.00	%			32.93	%			-10.55	%			18.71	%			9.51	%			-6.13	%			-3.59	%
Ratio to average net assets attributable to common shares:
Total expenses, net of fee waivers by investment advisor and administrator including interest, dividends on short positions, and tax expense(4)			1.71	%			2.13	%			1.99	%			1.92	%			1.92	%			1.75	%			1.50	%			1.42	%

Total expenses, before fee waivers by investment advisor and administrator including interest, dividends on short positions, and tax expense(4)			1.71	%			2.13	%			1.99	%			1.92	%			1.92	%			1.75	%			1.50	%			1.51	%
Total expenses, net of fee waivers by investment advisor and administrator excluding interest expense and dividends on short positions(1)			1.71	%			2.13	%			1.99	%			1.92	%			1.92	%			1.75	%			1.50	%			1.40	%
Ratio to net investment income to average net assets before waiver(1)			3.22	%			1.96	%			2.01	%			0.27	%			2.45	%			3.61	%			2.40	%			1.18	%
Ratio to net investment income to average net assets after waiver			3.22	%			1.96	%			2.01	%			0.27	%			2.45	%			3.61	%			2.40	%			1.27	%
Supplemental data:
Net assets applicable to common shareholders, end of period (000’s)		$	203,924			$	137,129			$	136,504			$	117,173			$	141,946			$	132,367			$	151,426			$	172,203
Portfolio turnover(6)			44	%			85	%			75	%			66	%			59	%			49	%			48	%			59	%
Preferred Stock:
Liquidation value of preferred stock (000’s)		$	12,826			$	55,599			$	55,599			$	55,599			$	55,599			$	55,599				N/A				N/A
Total Shares Outstanding			513,036				2,223,976				2,223,976				2,223,976				2,223,976				2,223,976				N/A				N/A
Asset coverage per share of preferred shares, end of period		$	422			$	87			$	86			$	78			$	89			$	85				N/A				N/A

		For the year ended December 31, 2013				For the year ended December 31, 2012				For the year ended December 31, 2011
Net asset value, beginning of year		$	17.22			$	16.01			$	16.42
Net investment income (loss)			0.92				0.34				0.22
Net realized and unrealized gains (losses) from investment activities			3.00				1.92				(0.10	)
Total from investment operations		$	17.22			$	16.01			$	16.42
Anti-dilutive effect of common share      repurchase program			-				-				-
Dilutive effect of conversions of preferred shares to common shares			0.00				-				-
Dilutive effect of reinvestment of distributions by common shareholders			(0.07	)			(0.03	)			-
Common share equivalent of dividends and  distributions paid to preferred shareholders from:
Net investment income			(0.16	)			(0.07	)			-
Dividends and distributions paid to common shareholders from:
Net investment income			(1.10	)			(0.23	)			(0.26	)
Net realized gains from investment activities			(1.11	)			(0.72	)			(0.27	)
Total dividends and distributions paid to common shareholders			(2.11	)			(0.95	)			(0.53	)
Net asset value, end of period		$	18.70			$	17.22			$	16.01
Market value, end of period		$	17.45			$	15.01			$	14.50
Total net asset value return(3)			21.98	%			13.72	%			0.85	%
Total market price return(4)			31.27	%			10.05	%			1.89	%
Ratio to average net assets attributable to common shares:
Total expenses, net of fee waivers by investment advisor and administrator including interest, dividends on short positions, and tax expense			2.66	%			2.54	%			1.51	%
Total expenses, before fee waivers by investment advisor and administrator including interest, dividends on short positions, and tax expense			2.66	%			2.54	%			1.51	%
Total expenses, net of fee waivers by investment advisor and administrator excluding interest expense and dividends on short positions			1.83	%			1.82	%			1.51	%
Ratio to net investment income to average net assets before waiver			5.66	%			2.41	%			1.32	%
Ratio to net investment income to average net assets after waiver			5.66	%			2.41	%			1.32	%
Supplemental data:
Net assets applicable to common shareholders, end of period (000’s)		$	132,074			$	117,259			$	106,864
Portfolio turnover			58	%			62	%			55	%
Preferred Stock:
Liquidation value of preferred stock (000’s)		$	37,424			$	37,454				N/A
Total Shares Outstanding			748,486				749,086				N/A
Asset coverage per share of preferred shares, end of period		$	226			$	207				N/A

(1)	(2)	(3)
Year	Total Amount Outstanding Exclusive of Treasury Securities	Asset Coverage Per Unit	Involuntary Liquidating Preference Per Unit	Average Market Value Per Unit (Exclude Bank Loans)
2016	$55,599,400	$85	$25	$25.54
2017	$55,599,400	$89	$25	$25.57
2018	$55,599,400	$78	$25	$25.57
2019	$55,599,400	$86	$25	$25.52
2020	$55,599,400	$87	$25	$25.49
2021*	$12,825,900	$422	$25	$28.42

Example #1 – Stock Price Trading at 5% Discount to NAV (Dilutive to NAV)
NAV Per Share	Stock Price	Conversion Price	New NAV Per Share	Percentage Dilution	Dollar Amt Per Share Dilution
$22.00	$20.90	$20.50	$21.58	-1.9%	$(0.42)

Example #2 – Stock Price Trading at 5% Premium to NAV (Dilutive to NAV)
NAV Per Share	Stock Price	Conversion Price	New NAV Per Share	Percentage Dilution	Dollar Amt Per Share Dilution
$22.00	$23.10	$20.50	$21.58	-1.9%	$(0.42)

	Closing Sales Price				Premium/ (Discount) of High Sales	Premium/ (Discount) of Low Sales	Declared Dividends
	High	Low	NAV on High Sales Price	NAV on Low Sales Price	Price to NAV	Price to NAV
Year ended December 31, 2021
First	$14.97	$13.86	$17.94	$16.27	-16.56%	-14.81%	$0.282
Second	$15.51	$14.41	$18.34	$17.20	-15.43%	-16.22%	$0.282
Third	$16.02	$15.02	$16.93	$16.65	-5.38%	-9.79%	$0.3225
Year ended December 31, 2020
First	$14.96	$7.88	$16.41	$8.48	-8.84%	-7.08%	$0.282
Second	$11.53	$8.69	$13.28	$9.90	-13.18%	-12.22%	$0.282
Third	$13.07	$11.37	$14.14	$13.03	-7.57%	-12.74%	$0.282
Fourth	$14.11	$11.42	$15.93	$12.92	-11.42%	-11.61%	$0.282
Year ended December 31, 2019
First	$13.44	$12.02	$15.25	$13.70	-11.87%	-12.26%	$0.228
Second	$13.75	$13.13	$15.50	$14.96	-11.29%	-12.23%	$0.228
Third	$14.25	$13.60	$15.61	$15.24	-8.71%	-10.76%	$0.228
Fourth	$14.82	$13.95	$16.19	$15.48	-8.46%	-9.88%	$0.47969

Name, Address and Age*		Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Director**	Other Directorships held by Director During the Past Five Years
	INTERESTED DIRECTORS
	Andrew Dakos*** (55)	President as of October 2009	1 year; Since 2009	Partner of the Adviser since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds.	1	Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Trustee, Crossroads Liquidating Trust (until 2020); Trustee, High Income Securities Fund; Chairman, Swiss Helvetia Fund, Inc.; Director, Emergent Capital, Inc. (until 2017).
	Phillip Goldstein*** (76)	Chairman and Secretary as of October 2009.	1 year; Since 2009	Partner of the Adviser since 2009; Principal of the former general partner of several private investment partnerships in the Bulldog Investors group of private funds.	1	Chairman, Mexico Equity and Income Fund, Inc.; Director, MVC Capital, Inc. (until 2020); Director, Brookfield DTLA Fund Office Trust Investor, Inc.; Trustee, Crossroads Liquidating Trust (until 2020); Chairman, High Income Securities Fund; Director, Swiss Helvetia Fund, Inc.; Chairman, Emergent Capital, Inc. (until 2017).
	INDEPENDENT DIRECTORS
	Name, Address and Age*	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Director**	Other Directorships held by Director During the Past Five Years

	Marc Lunder (57)	Independent Director	1 year; Effective January 1, 2015	Managing Member of Lunder Capital LLC	1	None
	Ben H. Harris (53)	Independent Director	1 year; Since 2009	Chief Executive Officer of Hormel Harris Investments, LLC; Principal of NBC Bancshares, LLC; Chief Executive Officer of Crossroads Capital, Inc.; Administrator of Crossroads Liquidating Trust.	1	Trustee, High Income Securities Fund.
	Gerald Hellerman**** (83)	Independent Director.	1 year; Since 2009	Managing Director of Hellerman Associates (a financial and corporate consulting firm) since 1993 (which terminated activities as of December, 31, 2013).	1	Director, Mexico Equity and Income Fund, Inc.; Trustee, Fiera Capital Series Trust; Trustee, High Income Securities Fund; Director, Swiss Helvetia Fund, Inc.; Director, MVC Capital, Inc. (until 2020); Trustee, Crossroads Liquidating Trust (until 2020); Director, Emergent Capital, Inc. (until 2017); Director, Ironsides Partners Opportunity Offshore Fund Ltd. (until 2016).
	Charles C. Walden (77)	Independent Director	1 year; Since 2009	President and Owner of Sound Capital Associates, LLC (consulting firm).	1	Independent Chairman, Third Avenue Funds (fund complex consisting of three funds and one variable series trust) (until 2019).

OFFICERS
Name, Address and Age*	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years
Andrew Dakos (see biography above)	President as of October 2009	-	-
Rajeev Das*** (52)	Vice-President as of October  2009	1 year; Since 2009	Principal of the Adviser since 2009
Thomas Antonucci*** (50)	Chief Financial Officer and Treasurer as of January 2014	1 year; Since 2014	Director of Operations at Bulldog Investors since November 2006.
Phillip Goldstein (see biography above)	Chairman and Secretary as of October 2009	-	-
Stephanie Darling*** (51)	Chief Compliance Officer as of April 2020	1 year; Since 2020	General Counsel and Chief Compliance Officer of Bulldog Investors, LLP; Chief Compliance Officer – High Income Securities Fund, Swiss Helvetia Fund, and Mexico Equity and Income Fund; Principal, the Law Office of Stephanie Darling; Editor-In-Chief, The Investment Lawyer.

Name of Person/Position	Aggregate Compensation From the Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement		Total Compensation from Fund Complex Paid to Directors*
Independent Directors
Marc Lunder	$48,500	None	None		$48,500
Ben H. Harris	$50,500	None	None		$50,500
Charles C. Walden	$50,500	None	None		$50,500
Gerald Hellerman**	$58,000	None	None		$58,000
Interested Directors
Andrew Dakos	$0	None	None		$0
Phillip Goldstein	$0	None	None		$0

Name			Position	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director in Family of Investment Companies*
Ben H. Harris			Independent Director	Over $100,000	Over $100,000
Charles C. Walden			Independent Director	Over $100,000	Over $100,000
Mark Lunder			Independent Director	Over $100,000	Over $100,000
Gerald Hellerman			Independent Director	Over $100,000	Over $100,000
Andrew Dakos**			Interested Director, President	Over $100,000	Over $100,000
Phillip Goldstein**			Interested Director, Chairman and Secretary	Over $100,000	Over $100,000
Thomas Antonucci**			Chief Financial Officer and Treasurer	$0	$0
Rajeev Das**			Vice President	$25,001-$50,000	$25,001-$50,000
Stephanie Darling			Chief Compliance Officer	$0	$0
*	The Family of Investment Companies is comprised of only the Fund.
**		Messrs. Dakos, Goldstein, Antonucci and Das and Ms. Darling are each considered an “interested person” of the Fund within the meaning of the 1940 Act because of their affiliation with the Adviser and their positions as officers of the Fund.

			ADVISORY FEE BASED ON PERFORMANCE
TYPE OF ACCOUNTS	NUMBER OF ACCOUNTS	TOTAL ASSETS ($ IN MILLIONS)	NUMBER OF ACCOUNTS	TOTAL ASSETS ($ IN MILLIONS)
PHILLIP GOLDSTEIN
Registered Investment   Companies	1		0
Other Pooled Investments	8		2	$33.75
Other Accounts	262		2	$2.79
ANDREW DAKOS
Registered Investment   Companies	1		0
Other Pooled Investments	8		2	$33.75
Other Accounts	262		2	$2.79
RAJEEV DAS
Registered Investment   Companies	1		0
Other Pooled Investments	8		2	$33.75
Other Accounts	262		2	$2.79

		Immediately prior to this offering
Name and address	Type of ownership	Shares owned	Percentage**
Relative Value Partners Group, LLC	Beneficial Owner	1,855,512***	21.82%
Sit Investment Associates, Inc.	Beneficial Owner	455,533***	5.36%
All officers and Directors as a group (1)	Record and beneficial	*	*

*	All of the officers and Directors as a group hold less than 3% of the Fund’s shares of common stock as of December 31, 2020.

**	Percentage of class is based on the number of shares of common stock of the Fund outstanding as of December 31, 2020.

(1)	The address for all officers and Directors is c/o US Bancorp Fund Services, LLC, 615 East Michigan Street, 2nd Floor, Milwaukee, WI  53202.

(1) Title of Class	(2) Amount Authorized	(3) Amount Issued and Outstanding
Common Stock	199,995,800	9,263,989

Assumed on portfolio (net of expenses)			-10	%				-5%				0%				5%			10%
Corresponding return to Common Stockholders			-16.80	%				-9.35%				-1.90%				5.55%			13.00%

	•	leveraging exaggerates any increase or decrease in the NAV of the common stock;
	•	the dividend requirements on the Convertible Preferred Stock may exceed the income from the portfolio securities purchased with the proceeds from the issuance of preferred shares;
	•	a decline in NAV results if the investment performance of the additional securities purchased fails to cover their cost to the Fund (including any dividend requirements of preferred shares);
	•	a decline in NAV could affect the ability of the Fund to make common stock dividend payments;
	•	a failure to pay dividends or make distributions on its common stock could result in the Fund’s ceasing to qualify as a regulated investment company under the Code; and
	•	if the asset coverage for the Fund’s preferred shares declines to less than two hundred percent (as a result of market fluctuations or otherwise), the Fund may be required to sell a portion of its investments when it may be disadvantageous to do so.

FACTS	WHAT DOES SPECIAL OPPORTUNITIES FUND INC. (THE “FUND”) DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.
What?	The types of personal information we may collect and share may include: • Social Security number • account balances • account transactions • transaction history • wire transfer instructions • checking account information When you are no longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.
Reasons we can share your personal information		Does the Fund share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus		Yes	No
For our marketing purposes – to offer our products and services to you		No	We don’t share
For joint marketing with other financial companies		No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences		Yes	No
For our affiliates’ everyday business purposes – information about your creditworthiness		No	We don’t share
For our affiliates to market to you		No	We don’t share
For nonaffiliates to market to you		No	We don’t share

Questions?

Call (877) 607-0414

What we do
Who is providing this notice?	Funds advised by Bulldog Investors, LLP.  A complete list is included below.
How does the Fund protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law.  These measures include computer safeguards and secured files and buildings.
How does the Fund collect my personal information?	We collect your personal information, for example, when you ▪ open an account or respond to an offer ▪ provide account information ▪ give us your contact information ▪ make a wire transfer ▪ tell us where to send money We also may collect your information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ▪ sharing for affiliates’ everyday business purposes – information about your creditworthiness ▪ affiliates from using your information to market to you ▪ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control.  They can be financial and nonfinancial companies. ▪ Our affiliates include: Bulldog Investors, LLP
Nonaffiliates	Companies not related by common ownership or control.  They can be financial and nonfinancial companies. ▪ The Fund doesn’t share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ▪ The Fund doesn’t jointly market.
List of funds providing this notice
Special Opportunities Fund, Inc.

(2)	Exhibits
(a)(i)	Articles of Incorporation(1)
(a)(ii)	Articles of Amendment (2)
(a)(iii)	Articles Supplementary (7)
(b)(i)	Amended and Restated Bylaws (3)
(c)	Not applicable
(d)	Form of Transferable Subscription Rights Certificate (7)
(e)	Not applicable
(f)	Not applicable
(g)	Investment Management Agreement between the Fund and Bulldog Investors, LLP(5)
(h)	Not applicable
(i)	Not applicable
(j)	Custody Agreement between the Fund and U.S. Bank National Association(4)
(k)(i)	Transfer Agent Servicing Agreement between the Fund and American Stock Transfer and Trust Company, LLC(7)
(k)(ii) (k)(iii) (k)(iv)	Administration Agreement(4) Subscribing Agent Agreement (7) Information Agent Agreement (7)
(l)	Opinion and Consent of Counsel (7)

(m)	Not applicable
(n)	Consent of Independent Auditor (7)
(o)	Not applicable
(p)	Not applicable
(q)	Not applicable
(r)(i)	Code of Ethics of the Fund(4)
(r)(ii)	Code of Ethics of the Adviser(4)
(s) (t)	Powers of Attorney for Thomas Antonucci, Phillip Goldstein, Ben Harris, Charles Walden, Gerald Hellerman, Marc Lunder (6) Valuation Committee Charter (5)

(1)	Incorporated by reference to the Fund’s Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-58532) filed June 15, 1995.
(2)	Incorporated by reference to Form NSAR (File No. 811-07528) filed on February 26, 2010.
(3)	Incorporated by reference to the Fund’s Registration Statement on Form N-2 (File No. 333-208280 ) filed on July 14, 2016.
(4)	Incorporated by reference to the Fund’s Registration Statement on Form N-2 (File No. 333-178943) filed on June 6, 2012.
(5)	Incorporated by reference to the Fund’s Registration Statement on Form N-2 (File No. 333-208280) filed on December 1, 2015.
(6)	Incorporated by reference to the Fund’s Registration Statement on Form N-2 (File No. 333-257169) filed on June 15, 2021.
(7)	Filed herewith.

Subscription Agent’s and Information Agent’s Fees and   Expenses			$35,000
Auditing Fees and Expenses			$2,000
Legal Fees and Expenses			$75,000
NYSE Listing Fees			$25,000
Printing, Typesetting, and Edgar Fees			$10,000
Miscellaneous			$2,000
			$149,000

Title of Class		Number of Record Holders
Common Stock, par value $0.001		6,541

1.

The Registrant undertakes to suspend the offering of its Rights until the prospectus is amended if (1) subsequent to the effective date of this registration statement, the NAV declines more than ten percent from its NAV as of the effective date of the registration statement or (2) the NAV increases to an amount greater than its net proceeds as stated in the prospectus.

2.

Not applicable.

3.

Not applicable.

4.

The Registrant undertakes that:

(a)

for the purpose of determining any liability under the Act, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) under the 1933 Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(b)

for the purpose of determining any liability under the Act, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	5.	Not applicable.
	6.	Insofar as indemnification for liability arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

7.

The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

	SPECIAL OPPORTUNITIES FUND, INC.
	By:	/s/ Andrew Dakos
		Name: Andrew Dakos Title: President (Principal Executive Officer)

	Signature		Title		Date
	/s/ Andrew Dakos		President  (Principal Executive Officer)		December 8, 2021
	Andrew Dakos
	/s/ Thomas Antonucci		Chief Financial Officer (Principal Financial Officer		December 8, 2021
	Thomas Antonucci		and Principal Accounting Officer)
	/s/ Andrew Dakos		Director		December 8, 2021
	Andrew Dakos
	*		Director		December 8, 2021
	Phillip Goldstein
	*		Director		December 8, 2021
	Ben Harris
	*		Director		December 8, 2021
	Charles Walden
	*		Director		December 8, 2021
	Gerald Hellerman
	*		Director		December 8, 2021
	Marc Lunder

Exhibit No.	Description
(a)(iii)	Articles Supplementary
(d)	Form of Transferable Subscription Rights Certificate
(k)(i)	Transfer Agent Servicing Agreement
(k)(iii)	Information Agent Agreement
(k)(iv)	Subscribing Agent Agreement
(l)	Opinion and Consent of Counsel
(n)	Consent of Independent Auditor

---

Name:

Andrew Dakos

Title:

President

10

---

☐

Check or bank draft drawn upon a U.S. Bank payable to “Special Opportunities Fund, Inc.”

☐

Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscribing Agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer, LLC FBO Special Opportunities Fund, Inc., with reference to the rights holder's name.