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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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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction
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(5)
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Total fee paid
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.
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(3)
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Filing Party
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(4)
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Date Filed:
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1. |
To elect three (3) directors to new 3-year terms.
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2. |
To ratify the selection of Cohen & Company, Ltd as independent registered public accountants of the Fund for the calendar year ending December 31, 2024; and
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To act upon such other business as may properly come before the Meeting or any adjournment thereof.
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By Order of the Board of Directors |
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David C. Sims, Secretary |
Number of Shares and Nature
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Percent
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Name and Address (a)
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of Beneficial Ownership as of
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of Class
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Record Date (b)
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Jason W. Allen, Director
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2,274
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0.1%
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Robert M. Bilkie, Jr., Chairman, Director
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1,764
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*
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Phillip J. Hanrahan, Director
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900
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*
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Carl A. Holth, Director and Nominee for Director
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7,037
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0.2%
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Anne M. Nichols, Director and Nominee for Director
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1,000
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*
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David C. Sims, VP, CFO, CCO, Treasurer, Secretary, Director and Nominee for Director
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205,556
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5.2%
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Luke E. Sims, President, CEO, Director
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291,660
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7.4%
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Donald G. Tyler, Director
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12,886
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0.3%
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Neal F. Zalenko, Director
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12,512
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0.3%
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All Directors, Nominees and Officers as a group (9 persons)
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535,589
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13.5%
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Name, Address
and Age*
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Position(s)
Held with Fund
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Term of Office
and Length of
Time Served
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Principal Occupation(s) During Past
5 Years (in addition to positions held
in the Fund)
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Number of Portfolios
in Fund Complex
Overseen by Director
or Nominee for Director
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Other Directorships
Held by Director or
Nominee for Director
(Public Companies)
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Luke E. Sims, age 74
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President, CEO, and Director
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Term of office expires 2025 (Class III). Served as a director since 2002
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President and Chief Executive Officer of the Fund; Chairman of Sims Capital Management LLC (the Advisor to the Fund); and Retired Partner of Foley & Lardner LLP (national law firm) where he was affiliated from 1976 through 2010.
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One
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None
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Name, Address
and Age*
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Position(s)
Held with Fund
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Term of Office
and Length of
Time Served
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Principal Occupation(s) During Past
5 Years (in addition to positions held
in the Fund)
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Number of Portfolios
in Fund Complex
Overseen by Director
or Nominee for Director
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Other Directorships
Held by Director or
Nominee for Director
(Public Companies)
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Jason W. Allen, age 52
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Director
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Term of office expires 2026 (Class I). Served as a director since 2021.
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Partner of Foley & Lardner LLP (law firm) where he has been a practicing corporate lawyer since 1999.
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One
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None
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Robert M. Bilkie, Jr., age 63
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Chairman; Director
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Term of office expires 2026 (Class I). Served as a director since 2006.
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President and Chief Executive Officer of Sigma Investment Counselors, Inc. (a registered investment advisor) since 1987; member of the BetterInvesting Securities Review Committee and of the BetterInvesting Editorial Advisory Committee
(non-remunerative).
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One
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None
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Phillip J. Hanrahan, age 84
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Director
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Term of office expires 2026 (Class I). Served as a director since 2008.
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Retired partner of Foley & Lardner LLP (law firm) since February 2007 and, prior to that, active partner of that firm since 1973.
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One
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None
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Donald G. Tyler, age 71
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Director
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Term of office expires 2025 (Class III). Served as a director since 2010.
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Retired. Director of Administrative Services, Milwaukee County, Wisconsin 2012 to 2014; Retired Interim President & Executive Director, Milwaukee Symphony Orchestra, 2010; Vice President of Investment Products and Services,
Northwestern Mutual, 2003-2010
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One
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None
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Neal F. Zalenko, age 78
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Director
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Term of office expires 2025 (Class III). Served as director since 2008.
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Retired; Founder and Managing Partner of Zalenko & Associates, P.C. (accounting firm), that merged with Baker Tilly in 2005.
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One
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None
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Name, Address
and Age*
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Position(s)
Held with Fund
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Term of Office
and Length of
Time Served
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Principal Occupation(s) During Past
5 Years (in addition to positions held
in the Fund)
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Number of Portfolios
in Fund Complex
Overseen by Director
or Nominee for Director
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Other Directorships
Held by Director or
Nominee for Director
(Public Companies)
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David C. Sims, age 42
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VP, CFO, CCO, Treasurer, Secretary, and Director
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Term of office expires 2024 (Class II); nominee for director. Served as a director since 2015.
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President of Sims Capital Management LLC (investment advisor to the Fund); Manager of Peregrine Investment Fund LLC (private investment fund); and roles with the Fund as previously identified.
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One
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None
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Name, Address
and Age*
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Position(s)
Held with Fund
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Term of Office
and Length of
Time Served
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Principal Occupation(s) During Past
5 Years (in addition to positions held
in the Fund)
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Number of Portfolios
in Fund Complex
Overseen by Director
or Nominee for Director
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Other Directorships
Held by Director or
Nominee for Director
(Public Companies)
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Carl A. Holth, age 91
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Director
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Term of office expires 2024 (Class II); nominee for director. Served as a director since 1989.
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Retired.
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One
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None
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Anne M. Nichols, age 62
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Director
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Term of office expires 2024 (Class II); nominee for director. Served as a director since 2021.
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Managing director at Fern Capital Inc, an investment advisor.
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One
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None
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Name of Continuing
Director or Nominee
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar Range of Equity
Securities in All Funds Overseen or to
be Overseen by Director or Nominee in
Family of Investment Companies
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David C. Sims (Nominee)
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Over $100,000
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Over $100,000
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Luke E. Sims (Continuing Director)
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Over $100,000
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Over $100,000
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Name of Continuing
Director or Nominee
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar Range of Equity
Securities in All Funds Overseen or to
be Overseen by Director or Nominee in
Family of Investment Companies
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Jason W. Allen (Continuing Director)
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$10,001-$50,000
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$10,001-$50,000
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Robert M. Bilkie, Jr. (Continuing Director)
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$10,001-$50,000
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$10,001-$50,000
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Phillip J. Hanrahan (Continuing Director)
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$1-$10,000
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$1-$10,000
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Carl A. Holth (Nominee)
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$50,000-$100,000
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$50,000-$100,000
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Anne M. Nichols (Nominee)
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$1-$10,000
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$1-$10,000
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Donald G. Tyler (Continuing Director)
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Over $100,000
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Over $100,000
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Neal F. Zalenko (Continuing Director)
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Over $100,000
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Over $100,000
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Name of Person,
Position
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Aggregate
Compensation from
Fund
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Pension or Retirement
Benefits Accrued as
Part of Fund Expenses
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Estimated Annual
Benefits Upon
Retirement
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Total Compensation
From Fund and Fund
Complex Paid to Directors
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David C. Sims, Director and Nominee
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$0
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None
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None
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$0
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Luke E. Sims, Director
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$0
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None
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None
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$0
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Name of Person,
Position
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Aggregate
Compensation from
Fund
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Pension or Retirement
Benefits Accrued as
Part of Fund Expenses
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Estimated Annual
Benefits Upon
Retirement
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Total Compensation
From Fund and Fund
Complex Paid to Directors
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Jason W. Allen, Director
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$12,000
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None
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None
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$12,000
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Robert M. Bilkie, Jr. Director
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$12,000
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None
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None
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$12,000
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Phillip J. Hanrahan, Director
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$13,250
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None
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None
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$13,250
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Carl A. Holth, Director and Nominee
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$13,250
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None
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None
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$13,250
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Anne M. Nichols, Director and Nominee
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$12,000
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None
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None
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$12,000
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Donald G. Tyler, Director
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$13,250
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None
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None
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$13,250
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Neal F. Zalenko, Director
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$14,000
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None
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None
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$14,000
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By Order of the Board |
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David C. Sims, Secretary |
↓
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Please detach along perforated line and mail in the envelope provided.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS NAMED IN PROPOSAL 1 AND
“FOR” PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE ☒
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1. The election of the nominees listed below as Directors of the Fund to hold office for a three-year term, and until their successors shall have been elected and qualified:
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2. Ratification of the selection of Cohen & Co as independent registered public accountants for the Fund’s year ending December 31, 2024.
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FOR AGAINST
ABSTAIN
☐☐☐
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NOMINEES:
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☐FOR ALL NOMINEES |
☐ Carl A. Holth (Class II)
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☐ Anne M. Nichols (Class II)
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☐WITHHOLD AUTHORITY
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☐ David C. Sims (Class II)
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FOR ALL NOMINEES
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☐ FOR ALL EXCEPT
(See instructions below) |
3. In their discretion, for or against such other matters as may properly come before the Meeting or any adjournment or adjournments thereof.
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INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee
you wish to withhold, as shown here: ●
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Unless otherwise directed herein, the Proxies appointed hereby are authorized to vote “FOR” Proposals 1 and 2, and to vote in their discretion with respect to all other matters which may come before the
Meeting.
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If only one of the above-named proxies shall be present in person or by substitute at the Meeting, or any adjournment thereof, then that one, either in person or by substitute, may exercise all of the powers hereby given.
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Any proxy or proxies heretofore given to vote such shares are hereby revoked.
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
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☐ |
Signature of Shareholder
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Date
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Signature of Shareholder
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Date
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Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
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