UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES



Investment Company Act file number 811-07528


Special Opportunities Fund, Inc.
(Exact name of registrant as specified in charter)

615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

Andrew Dakos
Bulldog Investors, LLC
Park 80 West
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(Name and address of agent for service)

Copy to:
Thomas R. Westle, Esp.
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174

1-877-607-0414
Registrant's telephone number, including area code



Date of fiscal year end: 12/31/2016



Date of reporting period:  6/30/2016


Item 1. Reports to Stockholders.
 


Special Opportunities Fund, Inc.
(SPE)
Semi-Annual Report
For the six months ended
June 30, 2016
 
 
 
 
 
 
 
 


Special Opportunities Fund, Inc.

 
 
August 29, 2016
 
Dear Fellow Shareholders:
 
On June 30, 2016, the shares of Special Opportunities Fund shares closed at $13.75, up 4.17% from December 31, 2015 while the S&P 500 Index gained 3.84% over the same time span.  The Fund’s discount to net asset value on those dates was 13.08% and 12.64% respectively.
 
We took advantage of the Fund’s discount by repurchasing 351,994 shares during the first half of 2016.  From January 1, 2015 through June 30, 2016, 757,009 shares have been repurchased, all at a discount of at least 12%.  The Fund’s repurchases are reported monthly on its website at http://www.specialopportunitiesfundinc.com.
 
On July 15, 2016, the Fund announced that it would issue transferable rights to common stockholders of record as of July 21, 2016 entitling the holders of such rights to purchase shares of a new class of convertible preferred stock that will pay a dividend of 3.5% per annum and may be converted into common stock at a conversion price of $19.00 per share (adjusted for any distributions made to or on behalf of common stockholders).  The Board intends to use approximately one-third of the net proceeds raised in the offering to fund a self-tender offer for shares of the Fund’s common stock. The remainder of the net proceeds will be invested in accordance with the Fund’s investment objective and used for general working capital purposes.  We are comfortable with some leverage in the form of convertible preferred stock because we manage the Fund to be more risk averse than a hypothetical investment in the S&P 500 Index even though we hope to outperform the Index over the long term through intelligent selection of investments and the use of activism to enhance the value of our investments.  The complete terms of the converts are available at https://www.sec.gov/.  We intend to provide the diluted NAV (assuming full conversion of the converts) as well as the actual NAV of the common shares at least weekly on the Fund’s website.  Initially, we expect the actual NAV and the diluted NAV to be identical.
 
Here is an update on some of our significant positions.
 
Emergent Capital (EMG), formerly known as Imperial Holdings, has been a disappointment.  Emergent owns a portfolio of life insurance policies with an aggregate face value of approximately $3 billion.  Despite management’s best efforts, Emergent’s high cost of capital has precluded it from fully capitalizing on its assets.  Consequently, on August 1, 2016, Emergent announced that, in response to receiving a number of unsolicited inquiries from several interested parties, the board has initiated a formal process to explore strategic alternatives.
1

Special Opportunities Fund, Inc.
 

 
In our opinion, there is no need to have a fire sale.  If a satisfactory transaction does not result, we believe Emergent can still produce a respectable, albeit sub-optimal, return to stockholders over time.
 
Stewart Information Services (STC), a provider of title insurance and other services in connection with real estate transactions, is one of our biggest positions. Earlier this year Stewart eliminated its dysfunctional dual class capital structure partly due to pressure from us.  In our previous letter, we said that there was a possibility that Stewart could become a target for acquisition at a price well above its current market price.  Since that time, the stock has performed well.  Also, two large stockholders have recently made aggressive moves toward Stewart.  On July 28, 2016, Foundation Asset Management initiated a campaign to call a special meeting of stockholders to effect “much-needed change to the composition of the board.”  Then, on August 12, 2016, Starboard Value LP, a well-respected activist investment fund filed a Schedule 13D indicating a 9.9% position in Stewart and stating its belief that Stewart’s shares are undervalued and that Starboard might propose measures to enhance the value of its investment.  Stay tuned.
 
The second quarter of 2016 was an active one for the Fund.  Our proxy contest for Virtus Total Return Fund (DCA) concluded at its annual meeting on June 2, 2016.  We narrowly lost a vote to elect a director but shareholders voted in favor of our proposal to liquidate DCA (which would eliminate the discount) despite management’s opposition.  Even though that proposal is technically not binding on DCA’s board of directors, we believe that, absent a compelling reason, it has a fiduciary duty to abide by that sort of shareholder mandate.  That perception and the fact that we have increased our stake to the point where we are virtually certain to prevail if there is another proxy fight next year has caused DCA’s discount to narrow to less than 6%, well below its historical double-digit discount.  In short, we think the writing is on the wall and that the discount is likely to be eliminated via the liquidation or open-ending of DCA before next year’s annual meeting.
 
As our proxy contest for DCA concluded, we ramped up for our second contest in as many years for Hill International (HIL).  Hill is a global construction management firm that we believe is significantly undervalued primarily because of the disconnect between the high executive compensation paid to the father-and-son team that founded the business and weak stockholder returns.  Also, the board has twice summarily rejected a premium bid for Hill from a potential suitor.  The annual meeting was scheduled to be held on August 11th and shareholders overwhelmingly supported our slate of director nominees and proposals.  That would have set the stage for real change that is needed to unlock Hill’s inherent value including a possible sale of the company at a price well above its current stock price.

2

Special Opportunities Fund, Inc.
 
 

Unfortunately, things did not go as expected.  Less than two hours before the meeting, Hill announced that the meeting was cancelled and gave no reason for the cancellation.  On August 25, 2016, we sued Hill and the directors that voted to cancel the meeting (not all of them did) in Delaware Chancery Court and asked, among other things, that our nominees be declared elected as directors.  A trial is scheduled for September 26, 2016.  We are often asked whether a board of directors can take an action which, on its face, seems like it is a deliberate breach of fiduciary duty – like cancelling an election it knows it will lose.  The sad truth is that a board can usually do whatever it wants until a judge says otherwise.  In this case, unless someone filed a lawsuit challenging Hill’s management, it might be able to get away with its transparent attempt to avoid a crushing defeat by stockholders.  We are fairly confident that the Court will endorse our position, i.e., that the stockholders elected our nominees to replace the incumbent directors.
 
August 1, 2016 was the final day of trading in shares of Winthrop Realty Trust (FUR), a REIT whose shares we held.  FUR shares have since been converted into non-transferable liquidating trust units.  While investors will no longer be able to purchase or sell shares of FUR, we think the Fund will benefit as Winthrop continues to maximize value by liquidating assets in an orderly fashion and making cash distributions to unitholders.  On August 23, 2016, a $1 distribution was made to unitholders.  We conservatively estimate our internal rate of return from this point forward to be between 12% to 22%.  While our actual IRR will be a function of the price and timing of the remaining asset sales, we would be surprised if returns did not meet our expectations because we have known Michael Ashner, Winthrop’s CEO and a veteran real estate investor and operator, for more than 15 years and we are confident about his determination and ability to maximize Winthrop’s liquidating value.
 
We first met Mr. Ashner about fifteen years ago in the course of our first proxy contest for a REIT and have successfully invested in several companies in which he has been involved.  Recently, we accumulated a sizable position in New York REIT, Inc. (NYRT), an underperforming owner and operator of commercial real estate in the hot New York City market.  A few months ago, NYRT announced a proposed merger that was roundly criticized by stockholders and analysts.  Mr. Ashner and Steven Witkoff, another savvy real estate veteran, teamed up to launch a proxy contest to scuttle the merger and elect directors committed to maximizing shareholder value.  Faced with a shareholder uprising, the proposed merger was abandoned in lieu of first, a plan to sell NYRT’s assets, and then, a plan of full liquidation.  At their current price of less than $10, NYRT shares remain well below our estimate of their liquidating value of about $12 per share.  We believe that disparity is due to skepticism about management’s ability to effectively
3

Special Opportunities Fund, Inc.
 

 
execute the plan of liquidation.  The Ashner/Witkoff group has confirmed that it will continue its efforts to gain seats on the board which, if successful, will significantly increase our chances of obtaining the full value of our shares.
 
Lastly, we remind you that the Fund has a policy of seeking instructions from time to time from stockholders with regard to the voting of proxies for certain closed-end funds whose shares the Fund owns.  The specific closed-end funds for which the Fund seeks proxy voting instructions from stockholders are available on the Fund’s website and we urge you to check it from time to time if you would like to provide such instructions.  You may also email us at proxyinstructions@bulldoginvestors.com if you would like to receive an email notification when the Fund seeks proxy voting instructions for a closed-end fund whose shares it owns.
 
Sincerely yours,

Phillip Goldstein
Chairman

 
4

Special Opportunities Fund, Inc.
 

Performance at a glance (unaudited)
 
Average annual total returns for common stock for the periods ended 6/30/2016
         
Net asset value returns
1 year
Since 1/25/10
5 years
10 years*
Special Opportunities Fund, Inc.
-0.79%
7.74%
5.69%
6.48%
         
Market price returns
       
Special Opportunities Fund, Inc.
-1.71%
7.08%
5.52%
6.91%
         
Index returns
       
S&P 500® Index
3.99%
13.00%
12.10%
7.42%
         
Share price as of 6/30/16
       
Net asset value
     
$15.82
Market price
     
$13.75
 
Past performance does not predict future performance. The return and value of an investment will fluctuate so that an investor’s share, when sold, may be worth more or less than their original cost. The Fund’s common stock net asset value (“NAV”) return assumes, for illustration only, that dividends and other distributions, if any, were reinvested at the NAV on payable dates for dividends and other distributions payable through December 31, 2009 and reinvested at the NAV on the ex-dividend date for dividends and other distributions payable after December 31, 2009. The Fund’s common stock market price returns assume that all dividends and other distributions, if any, were reinvested at prices obtained under the Fund’s Dividend Reinvestment Plan (which was terminated on January 1, 2010) for dividends and other distributions payable through December 31, 2009 and reinvested at the lower of the NAV or the closing market price on the ex-dividend date for dividends and other distributions payable after December 31, 2009. NAV and market price returns for the period of less than one year have not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.
 
*
The Fund’s investment objective and investment adviser have changed. See Note 1 of the Notes to financial statements for more information about the change in investment objective and see Note 2 of the Notes to financial statements for more information about the change in investment adviser. On January 25, 2010, the Fund began investing using its new investment objective, therefore, performance prior to that date is not relevant.
 
The S&P 500® Index is a capital weighted, unmanaged index that represents the aggregate market value of the common equity of 500 stocks primarily traded on the New York Stock Exchange.
 
5

Special Opportunities Fund, Inc.
 

 
Portfolio composition as of 6/30/2016(1) (unaudited)
 
   
Value
   
Percent
 
Investment Companies
 
$
79,130,230
     
51.74
%
Common Stocks
   
36,760,521
     
24.04
 
Money Market Funds
   
14,918,096
     
9.75
 
Commodity Partnerships
   
8,267,466
     
5.41
 
Preferred Stocks
   
5,933,966
     
3.88
 
Liquidation Claims
   
2,959,236
     
1.94
 
Convertible Bonds
   
2,510,879
     
1.64
 
Promissory Notes
   
780,000
     
0.51
 
Warrants
   
353,384
     
0.23
 
Rights
   
124,686
     
0.08
 
Corporate Bonds
   
22,500
     
0.01
 
Total Investments
 
$
151,760,964
     
99.23
%
Other Assets in Excess of Liabilities
   
1,173,726
     
0.77
 
Total Net Assets
 
$
152,934,690
     
100.00
%

(1)
As a percentage of net assets.

 
6

Special Opportunities Fund, Inc.

 
Portfolio of investments—June 30, 2016 (unaudited)

   
Shares
   
Value
 
INVESTMENT COMPANIES—51.74%
           
Closed-End Funds—46.45%
           
Adams Diversified Equity Fund, Inc.
   
163,607
   
$
2,072,901
 
Advent/Claymore Enhanced Growth & Income Fund
   
381,704
     
3,126,156
 
Bancroft Fund Ltd.
   
69,976
     
1,309,251
 
BlackRock Latin American Investment Trust PLC (g)
   
80,000
     
382,869
 
Boulder Growth & Income Fund, Inc.
   
423,000
     
3,438,990
 
Candover Investments PLC/Fund (a)(g)
   
40,468
     
49,564
 
Central Securities Corp.
   
136,479
     
2,680,447
 
Clough Global Equity Fund
   
7,225
     
77,380
 
Credit Suisse Asset Management Income Fund, Inc.
   
105,786
     
309,953
 
The Cushing Renaissance Fund
   
161,511
     
2,530,877
 
Deutsche Global High Income Fund, Inc.
   
68,026
     
553,051
 
Deutsche High Income Opportunities Fund, Inc.
   
330,782
     
4,498,635
 
Deutsche High Income Trust
   
52,971
     
465,085
 
Deutsche Multi-Market Income Trust
   
18,105
     
147,556
 
Deutsche Strategic Income Trust
   
839
     
9,632
 
Ellsworth Growth and Income Fund Ltd.
   
34,123
     
268,831
 
First Trust Aberdeen Global Opportunity Income Fund
   
118,256
     
1,352,849
 
First Trust Dividend and Income Fund
   
245,674
     
2,208,609
 
The GDL Fund
   
15,000
     
148,950
 
General American Investors Co., Inc.
   
186,696
     
5,753,971
 
JP Morgan Asian Investment Trust PLC (g)
   
15,214
     
48,001
 
JP Morgan China Region Fund, Inc.
   
21,108
     
320,842
 
Juridica Investments Ltd. (g)
   
495,258
     
359,987
 
Korea Equity Fund, Inc.
   
84,739
     
666,049
 
Lazard Global Total Return and Income Fund, Inc.
   
153,589
     
2,009,374
 
Liberty All Star Equity Fund
   
846,933
     
4,251,604
 
Morgan Stanley East Europe Fund Escrow (a)
   
97,901
     
0
 
Neuberger Berman Real Estate Securities Income Fund, Inc.
   
1,261,812
     
7,167,092
 
Nuveen Global Equity Income Fund
   
552,024
     
6,442,120
 
Pacholder High Yield Fund, Inc.
   
374,037
     
2,648,182
 
The Prospect Japan Fund Ltd. (a)(g)
   
700,971
     
683,447
 
Putman High Income Securities Fund
   
115,359
     
884,804
 
Royce Value Trust, Inc.
   
44,200
     
520,234
 
The Swiss Helvetia Fund, Inc.
   
329,155
     
3,406,754
 
Terra Catalyst Fund (a)(g)
   
20,319
     
24,547
 
 
The accompanying notes are an integral part of these financial statements.

7

Special Opportunities Fund, Inc.
 

Portfolio of investments—June 30, 2016 (unaudited)

   
Shares
   
Value
 
INVESTMENT COMPANIES—(continued)
           
             
Closed-End Funds—(continued)
           
Tri-Continental Corp.
   
313,154
   
$
6,432,183
 
Virtus Total Return Fund
   
816,440
     
3,788,200
 
             
71,038,977
 
Open-End Funds—1.20%
               
ClearBridge Real Estate Opportunities Fund (c)
   
124,091
     
1,835,380
 
                 
Auction Rate Preferred Securities—0.23% (c)(f)
               
Putnam Managed Municipal Income Trust—Series C
   
6
     
225,000
 
Putnam Municipal Opportunities Trust—Series C
   
6
     
123,000
 
             
348,000
 
Business Development Company—3.86%
               
Crossroads Capital, Inc.
   
292,681
     
602,923
 
Equus Total Return, Inc. (a)
   
106,919
     
190,327
 
Firsthand Technology Value Fund, Inc. (a)
   
66,217
     
493,032
 
Full Circle Capital Corp.
   
477,419
     
1,289,031
 
GSV Capital Corp.
   
17,479
     
87,745
 
MVC Capital, Inc.
   
403,584
     
3,244,815
 
             
5,907,873
 
Total Investment Companies (Cost $79,057,783)
           
79,130,230
 
                 
COMMODITY PARTNERSHIPS—5.41%
               
Nuveen Diversified Commodity Fund
   
199,687
     
1,960,926
 
Nuveen Long/Short Commodity Total Return Fund
   
424,969
     
6,306,540
 
Total Commodity Partnerships (Cost $9,138,160)
           
8,267,466
 
                 
PREFERRED STOCKS—3.88%
               
                 
Real Estate Investment Trusts—3.88%
               
Preferred Apartment Communities, Inc. (c)(f)
   
6,083
     
5,933,966
 
Total Preferred Stocks (Cost $5,657,129)
           
5,933,966
 
                 
COMMON STOCKS—24.04%
               
                 
Consumer Finance—2.27%
               
Emergent Capital, Inc. (a)
   
1,032,379
     
3,468,792
 
                 
Insurance—9.02%
               
Stewart Information Services Corp.
   
333,198
     
13,797,729
 
 
The accompanying notes are an integral part of these financial statements.

8

Special Opportunities Fund, Inc.

 
Portfolio of investments—June 30, 2016 (unaudited)

   
Shares
   
Value
 
COMMON STOCKS—(continued)
           
             
IT Services—0.04%
           
JetPay Corp. (a)
   
28,242
   
$
64,392
 
                 
Professional Services—2.85%
               
Hill International, Inc. (a)
   
1,070,308
     
4,356,154
 
                 
Real Estate Investment Trusts—6.09%
               
New York REIT, Inc.
   
151,766
     
1,403,836
 
Wheeler Real Estate Investment Trust, Inc.
   
1,042,922
     
1,606,100
 
Winthrop Realty Trust
   
717,503
     
6,306,851
 
             
9,316,787
 
                 
Software—0.01%
               
COPsync, Inc. (a)
   
10,794
     
14,032
 
                 
Special Purpose Acquisition Vehicles—3.76% (a)
               
1347 Capital Corp.
   
76,600
     
709,316
 
Andina Acquisition Corp. II (g)
   
67,789
     
658,909
 
Arowana, Inc. (g)
   
122,028
     
1,222,721
 
Barington/Hilco Acquisition Corp.
   
15,611
     
155,329
 
E-Compass Acquisition Corp. (g)
   
27,523
     
278,258
 
FinTech Acquisition Corp.
   
47,572
     
475,720
 
FlatWorld Acquisition Corporation (g)
   
105,702
     
1,585
 
Gores Holdings, Inc.
   
41,285
     
400,052
 
Pacific Special Acquisition Corp. (g)
   
104,449
     
1,067,458
 
Quinpario Acquisition Corp. 2
   
15,611
     
154,393
 
Terrapin 3 Acquisition Corp.
   
62,138
     
618,894
 
             
5,742,635
 
Total Common Stocks (Cost $35,270,846)
           
36,760,521
 
                 
LIQUIDATION CLAIMS—1.94% (a)(c)(f)
               
The Home Insurance Company in Liquidation
   
1
     
1,662,493
 
The Home Insurance Company in Liquidation
   
1
     
1,296,743
 
Total Liquidation Claims (Cost $2,569,880)
           
2,959,236
 
                 
   
Principal
         
   
Amount
   
Value
 
CONVERTIBLE BONDS—1.64% (b)
               
Emergent Capital, Inc.
               
  8.500%, 02/15/2019
 
$
2,941,000
     
2,510,879
 
Total Convertible Bonds (Cost $2,941,000)
           
2,510,879
 
 
The accompanying notes are an integral part of these financial statements.

9

Special Opportunities Fund, Inc.

 
Portfolio of investments—June 30, 2016 (unaudited)

   
Principal
       
   
Amount
   
Value
 
CORPORATE BONDS—0.01% (b)
           
Washington Mutual Inc. (d)(f)
           
  0.000%, 03/17/2014
 
$
3,000,000
   
$
22,500
 
Total Corporate Bonds (Cost $0)
           
22,500
 
                 
PROMISSORY NOTES—0.51% (b)(c)(f)
               
Emergent Capital, Inc.
               
  15.000%, 09/14/2018
   
500,000
     
500,000
 
Wheeler Real Estate Investment Trust
               
  9.000%, 12/15/2018
   
280,000
     
280,000
 
Total Promissory Notes (Cost $780,000)
           
780,000
 
                 
   
Shares
         
WARRANTS—0.23% (a)
               
1347 Capital Corp.
               
  Expiration: July 2021
               
  Exercise Price: $11.50
   
76,600
     
24,512
 
Andina Acquisition Corp. II
               
  Expiration: December 2020
               
  Exercise Price: $11.50 (g)
   
67,789
     
5,423
 
AR Capital Acquisition Corp.
               
  Expiration: October 2019
               
  Exercise Price: $11.50
   
49,997
     
3,500
 
Arowana, Inc.
               
  Expiration: May 2020
               
  Exercise Price: $12.50 (g)
   
122,028
     
9,762
 
Barington/Hilco Acquisition Corp.
               
  Expiration: February 2018
               
  Exercise Price: $12.50
   
15,611
     
781
 
COPsync, Inc.
               
  Expiration: October 2020
               
  Exercise Price: $3.125
   
10,794
     
2,914
 
DT Asia Investments Ltd.
               
  Expiration: October 2019
               
  Exercise Price: $12.00 (g)
   
79,818
     
8,780
 
Electrum Special Acquisition Corp.
               
  Expiration: June 2021
               
  Exercise Price: $11.50 (g)
   
46,800
     
10,764
 
 
The accompanying notes are an integral part of these financial statements.

10

Special Opportunities Fund, Inc.

 
Portfolio of investments—June 30, 2016 (unaudited)

   
Shares
   
Value
 
WARRANTS—(continued)
           
Emergent Capital, Inc.
           
  Expiration: October 2019
           
  Exercise Price: $10.75 (c)(f)
   
8
   
$
0
 
FinTech Acquisition Corp.
               
  Expiration: February 2020
               
  Exercise Price: $12.00
   
15,866
     
12,693
 
Garnero Group Acquisition Co.
               
  Expiration: June 2019
               
  Exercise Price: $11.50 (g)
   
153,199
     
6,143
 
Gores Holdings, Inc.
               
  Expiration: October 2020
               
  Exercise Price: $11.50
   
41,285
     
10,321
 
Harmony Merger Corp.
               
  Expiration: January 2021
               
  Exercise Price: $11.50
   
62,937
     
12,587
 
Hemisphere Media Group, Inc.
               
  Expiration: April 2018
               
  Exercise Price: $12.00
   
39,430
     
19,715
 
Origo Acquisition Corp.
               
  Expiration: December 2021
               
  Exercise Price: $5.75 (g)
   
23,814
     
1,667
 
Pacific Special Acquisition Corp.
               
  Expiration: October 2020
               
  Exercise Price: $12.00 (g)
   
104,449
     
10,445
 
Quinpario Acquisition Corp. 2
               
  Expiration: January 2023
               
  Exercise Price: $5.75
   
15,611
     
2,810
 
Tecnoglass, Inc.
               
  Expiration: December 2016
               
  Exercise Price: $8.00 (g)
   
45,477
     
196,916
 
Tempus Applied Solutions Holdings, Inc.
               
  Expiration: July 2020
               
  Exercise Price: $11.50
   
60,197
     
602
 
Terrapin 3 Acquisition Corp.
               
  Expiration: June 2019
               
  Exercise Price: $11.50
   
62,138
     
13,049
 
Wheeler Real Estate Investment Trust, Inc.
               
  Expiration: December 2018
               
  Exercise Price: $4.75 (Acquired 1/24/2014, Cost $0) (c)(f)
   
84,211
     
0
 
Total Warrants (Cost $238,181)
           
353,384
 
 
The accompanying notes are an integral part of these financial statements.

11

Special Opportunities Fund, Inc.

 
Portfolio of investments—June 30, 2016 (unaudited)

   
Shares
   
Value
 
RIGHTS—0.08% (a)
           
1347 Capital Corp.
   
76,600
   
$
19,916
 
Andina Acquisition Corp. II (g)
   
67,789
     
12,202
 
Arowana, Inc. (g)
   
122,028
     
18,304
 
Barington/Hilco Acquisition Corp.
   
15,611
     
1,873
 
DT Asia Investments Ltd. (g)
   
79,818
     
29,533
 
E-Compass Acquisition Corp. (g)
   
27,523
     
5,232
 
Garnero Group Acquisition Co. (g)
   
139,951
     
12,596
 
Origo Acquisition Corp. (g)
   
23,814
     
3,096
 
Pacific Special Acquisition Corp. (g)
   
104,449
     
21,934
 
Total Rights (Cost $144,937)
           
124,686
 
                 
MONEY MARKET FUNDS—9.75%
               
Fidelity Institutional Government Portfolio—Class I, 0.270% (e)
   
5,426,764
     
5,426,764
 
STIT-Treasury Portfolio—Institutional Class, 0.260% (e)
   
9,491,332
     
9,491,332
 
Total Money Market Funds (Cost $14,918,096)
           
14,918,096
 
Total Investments (Cost $150,716,012)—99.23%
           
151,760,964
 
Other Assets in Excess of Liabilities—0.77%
           
1,173,726
 
TOTAL NET ASSETS—100.00%
         
$
152,934,690
 

Percentages are stated as a percent of net assets.
(a)
Non-income producing security.
(b)
The coupon rate shown represents the rate at June 30, 2016.
(c)
Fair valued securities. The total market value of these securities was $11,856,582, representing 7.75% of net assets.
(d)
Default or other conditions exist and security is not presently accruing income.
(e)
The rate shown represents the 7-day yield at June 30, 2016.
(f)
Illiquid securities. The total market value of these securities was $10,043,702, representing 6.57% of net assets.
(g)
Foreign-issued security.

The accompanying notes are an integral part of these financial statements.
 
12

Special Opportunities Fund, Inc.

 
Statement of assets and liabilities—June 30, 2016 (unaudited)

Assets:
     
Investments, at value (Cost $150,716,012)
 
$
151,760,964
 
Dividends and interest receivable
   
1,206,814
 
Receivable for investments sold
   
787,095
 
Other assets
   
12,302
 
Total assets
   
153,767,175
 
         
Liabilities:
       
Payable for investments purchased
   
521,213
 
Payable for shares repurchased
   
17,960
 
Advisory fees payable
   
124,433
 
Administration fees payable
   
19,984
 
Chief Compliance Officer fees payable
   
13,097
 
Director fees payable
   
16,959
 
Fund accounting fees payable
   
7,847
 
Custody fees payable
   
7,918
 
Transfer Agent fees payable
   
6,692
 
Accrued expenses and other liabilities
   
96,382
 
Total liabilities
   
832,485
 
Net assets applicable to common shareholders
 
$
152,934,690
 
         
Net assets applicable to common shareholders:
       
Common stock—$0.001 par value per common share; 199,995,800 shares authorized;
       
  9,669,458 shares issued and outstanding, 14,325,373 shares held in treasury
 
$
349,592,177
 
Cost of shares held in treasury
   
(202,294,399
)
Accumulated undistributed net investment income
   
2,036,618
 
Accumulated net realized gain from investment activities
   
2,555,342
 
Net unrealized appreciation on investments
   
1,044,952
 
Net assets applicable to common shareholders
 
$
152,934,690
 
Net asset value per common share ($152,934,690 applicable to
       
  9,669,458 common shares outstanding)
 
$
15.82
 
 
The accompanying notes are an integral part of these financial statements.

13

Special Opportunities Fund, Inc.
 

 
Statement of operations

   
For the six months
 
   
ended June 30, 2016
 
   
(unaudited)
 
Investment income:
     
Dividends(1)
 
$
3,053,412
 
Interest
   
180,266
 
Total investment income
   
3,233,678
 
         
Expenses:
       
Investment advisory fees
   
732,260
 
Directors’ fees and expenses
   
83,694
 
Legal fees and expenses
   
68,442
 
Administration fees and expenses
   
57,553
 
Compliance fees and expenses
   
25,948
 
Audit fees
   
25,656
 
Insurance fees
   
24,854
 
Accounting fees and expenses
   
23,222
 
Custody fees and expenses
   
20,022
 
Reports and notices to shareholders
   
16,094
 
Transfer agency fees and expenses
   
12,652
 
Stock exchange listing fees
   
5,656
 
Other expenses
   
260
 
Net expenses
   
1,096,313
 
Net investment income
   
2,137,365
 
         
Net realized and unrealized gains (losses) from investment activities:
       
Net realized gain (loss) from:
       
Investments
   
(2,211,941
)
Distributions received from investment companies
   
3,822,846
 
Net realized gain on investments and distribution received from investment transactions
   
1,610,905
 
Change in net unrealized appreciation (depreciation) on:
       
Investments
   
2,268,214
 
Net realized and unrealized gains (losses) from investment activities
   
3,879,119
 
Net increase in net assets applicable to common shareholders resulting from operations
 
$
6,016,484
 

(1)
Net of $62 in foreign withholding tax.

The accompanying notes are an integral part of these financial statements.

14

Special Opportunities Fund, Inc.
 

 
Statements of changes in net assets applicable to common shareholders

   
For the
       
   
six months ended
   
For the
 
   
June 30, 2016
   
year ended
 
   
(unaudited)
   
December 31, 2015
 
From operations:
           
Net investment income
 
$
2,137,365
   
$
4,173,548
 
Net realized gain (loss) from:
               
Investments
   
(2,211,941
)
   
3,092,536
 
Short Transactions
   
     
(382,042
)
Distributions received from investment companies
   
3,822,846
     
896,777
 
Net realized gain on investments, short transactions and
               
  distributions received from investment companies
   
1,610,905
     
3,607,271
 
Net change in unrealized appreciation (depreciation) on:
               
Investments and foreign currency
   
2,268,214
     
(14,946,013
)
Short Transactions
   
     
260,064
 
Net increase (decrease) in net assets resulting from operations
   
6,016,484
     
(6,905,130
)
                 
Distributions paid to common shareholders:
               
Net investment income
   
     
(3,519,948
)
Net realized gains from investment activities
   
     
(8,447,875
)
Total dividends and distributions paid to common shareholders
   
     
(11,967,823
)
                 
Capital Stock Transactions (Note 4)
               
Reinvestment of distributions to common stockholders
   
     
4,016,990
 
Repurchase of common stock
   
(4,507,404
)
   
(5,921,563
)
Total capital stock transactions
   
(4,507,404
)
   
(1,904,573
)
Net increase (decrease) in net assets applicable
               
  to common shareholders
   
1,509,080
     
(20,777,526
)
                 
Net assets applicable to common shareholders:
               
Beginning of period
   
151,425,610
     
172,203,136
 
End of period
 
$
152,934,690
   
$
151,425,610
 
Accumulated undistributed net investment income (loss)
 
$
2,036,618
   
$
(100,747
)

The accompanying notes are an integral part of these financial statements.

15

Special Opportunities Fund, Inc.
 

 
Financial highlights

Selected data for a share of common stock outstanding throughout each period is presented below:
 
   
For the six months
 
   
ended June 30, 2016
 
   
(unaudited)
 
Net asset value, beginning of period
 
$
15.11
 
Net investment income(2)
   
0.22
 
Net realized and unrealized gains (losses) from investment activities
   
0.42
 
Total from investment operations
   
0.64
 
Anti-Dilutive effect of Common Share Repurchase
   
0.07
 
Dilutive effect of conversions of preferred shares to common shares
   
 
Dilutive effect of reinvestment of distributions by common shareholders
   
 
Common share equivalent of dividends paid to preferred shareholders from:
       
Net investment income
   
 
Dividends and distributions paid to common shareholders from:
       
Net investment income
   
 
Net realized gains from investment activities
   
 
Total dividends and distributions paid to common shareholders
   
 
Net asset value, end of period
 
$
15.82
 
Market value, end of period
 
$
13.75
 
Total net asset value return(3)
   
4.70
%
Total market price return(4)
   
4.17
%
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(5)
   
1.50
%
Total expenses, before fee waivers by investment advisor and administrator including
       
  interest, dividends on short positions, and tax expense(5)
   
1.50
%
Total expenses, net of fee waivers by investment advisor and administrator excluding
       
  interest expense, and dividends on short positions(6)
   
1.50
%
Ratio to net investment income to average net assets before waiver(2)
   
2.92
%
Ratio to net investment income to average net assets after waiver(2)
   
2.92
%
Supplemental data:
       
Net assets applicable to common shareholders, end of period (000’s)
 
$
152,935
 
Liquidation value of preferred stock (000’s)
   
N/A
 
Portfolio turnover
   
20
%
Preferred Stock:
       
Total Shares Outstanding
   
N/A
 
Asset coverage per share of preferred shares, end of period
   
N/A
 
 


16

Special Opportunities Fund, Inc.
 

 
Financial highlights (continued)
 
For the year ended December 31,
 
2015
   
2014
   
2013
   
2012
   
2011
 
$
16.94
   
$
18.70
   
$
17.22
   
$
16.01
   
$
16.42
 
 
0.41
     
0.22
     
0.92
     
0.34
     
0.22
(1) 
 
(1.09
)
   
1.02
     
3.00
     
1.92
     
(0.10
)
 
(0.68
)
   
1.24
     
3.92
     
2.26
     
0.12
 
 
0.08
     
     
     
     
 
 
     
(1.44
)
   
0.00
(8) 
   
     
 
 
(0.04
)
   
(0.08
)
   
(0.07
)
   
(0.03
)
   
 
                                     
 
     
     
(0.16
)
   
(0.07
)
   
 
                                     
 
(0.35
)
   
(0.19
)
   
(1.10
)
   
(0.23
)
   
(0.26
)
 
(0.84
)
   
(1.29
)
   
(1.11
)
   
(0.72
)
   
(0.27
)
 
(1.19
)
   
(1.48
)
   
(2.21
)
   
(0.95
)
   
(0.53
)
$
15.11
   
$
16.94
   
$
18.70
   
$
17.22
   
$
16.01
 
$
13.20
   
$
15.37
   
$
17.45
   
$
15.01
   
$
14.50
 
 
(3.47
)%
   
(1.01
)%
   
21.98
%
   
13.72
%
   
0.85
%
 
(6.13
)%
   
(3.59
)%
   
31.27
%
   
10.05
%
   
1.89
%
                                     
                                     
 
1.50
%
   
1.42
%
   
2.66
%
   
2.54
%(7)
   
1.51
%
                                     
 
1.50
%
   
1.51
%
   
2.66
%
   
2.54
%(7)
   
1.51
%
                                     
 
1.50
%
   
1.40
%
   
1.83
%
   
1.82
%
   
1.51
%
 
2.40
%
   
1.18
%
   
5.66
%
   
2.41
%
   
1.32
%
 
2.40
%
   
1.27
%
   
5.66
%
   
2.41
%
   
1.32
%
                                     
$
151,426
   
$
172,203
   
$
132,074
   
$
117,259
   
$
106,864
 
 
N/A
     
N/A
   
$
37,424
   
$
37,454
     
N/A
 
 
48
%
   
59
%
   
58
%
   
62
%
   
55
%
                                     
 
N/A
     
N/A
     
748,486
     
749,086
     
N/A
 
 
N/A
     
N/A
   
$
226
   
$
207
     
N/A
 
 


17

Special Opportunities Fund, Inc.
 

 
Financial highlights (continued)

(1)
Calculated using the average shares method.
(2)
Recognition of investment income by the Fund is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests.
(3)
Total net asset value return is calculated assuming a $10,000 purchase of common stock at the current net asset value on the first day of each period reported and a sale at the current net asset value on the last day of each period reported, and assuming reinvestment of dividends and other distributions at the net asset value on the ex-dividend date.  Total investment return based on net asset value is hypothetical as investors can not purchase or sell Fund shares at net asset value but only at market prices. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.
(4)
Total market price return is calculated assuming a $10,000 purchase of common stock at the current market price on the first day of each period reported and a sale at the current market price on the last day of each period reported, and assuming reinvestment of dividends and other distributions to common shareholders at the lower of the NAV or the closing market price on the ex-dividend date. Total investment return does not reflect brokerage commissions and has not been annualized for the period of less than one year.  Returns do not reflect the deduction of taxes that a shareholder could pay on Fund dividends and other distributions, if any, or the sale of Fund shares.
(5)
Does not include expenses of the investment companies in which the Fund invests.
(6)
Does not include expenses of the investment companies in which the Fund invests, interest expenses, or dividends on short positions.
(7)
The ratio of expenses to average net assets includes tax expense.  The before waiver and expense reimbursement and after waiver and expense reimbursement ratios excluding tax expense were 2.18% and 2.18%, respectively.
(8)
Less than 0.5 cents per share.

The accompanying notes are an integral part of these financial statements.

18

Special Opportunities Fund, Inc.

 
Notes to financial statements (unaudited)

Note 1
Organization and significant accounting policies
Special Opportunities Fund, Inc. (formerly, Insured Municipal Income Fund Inc.) (the “Fund”) was incorporated in Maryland on February 18, 1993, and is registered with the United States Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended, as a closed-end diversified management investment company.  Effective December 21, 2009, the Fund changed its name to the Special Opportunities Fund, Inc. and changed its investment objective to total return.  There can be no assurance that the Fund’s investment objective will be achieved.  The Fund’s previous investment objective was to achieve a high level of current income that was exempt from federal income tax, consistent with the preservation of capital.
 
The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies”.
 
In the normal course of business, the Fund may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities.  The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.  However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.
 
The preparation of financial statements in accordance with Accounting Principles Generally Accepted in the United States of America requires the Fund’s management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements.  Actual results could differ from those estimates.  The following is a summary of significant accounting policies:
 
Valuation of investments—The Fund calculates its net asset value based on the current market value for its portfolio securities.  The Fund obtains market values for its securities from independent pricing sources and broker-dealers.  Independent pricing sources may use last reported sale prices or if not available the most recent bid price, current market quotations or valuations from computerized “matrix” systems that derive values based on comparable securities.  A matrix system incorporates parameters such as security quality, maturity and coupon, and/or research and evaluations by its staff, including review of broker-dealer market price quotations, if available, in determining the valuation of the portfolio securities.  If a market value is not available from an independent pricing source or a broker-dealer for a particular security, that security is valued at fair value as determined in good faith by or under the direction of the Fund’s Board of Directors (the “Board”).  Various factors may be
 

19

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

reviewed in order to make a good faith determination of a security’s fair value.  The auction rate preferred securities are valued at cost, unless other observable market events occur.  The purchase price, or cost, of these securities is arrived at through an arms length transaction between a willing buyer and seller in the secondary market and is indicative of the value on the secondary market.  Current transactions in similar securities in the marketplace are evaluated.  Factors for other securities may include, but are not limited to, the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded similar or related securities; conversion or exchange rights on the security; related corporate actions; and changes in overall market conditions.  If events occur that materially affect the value of securities between the close of trading in those securities and the close of regular trading on the New York Stock Exchange, the securities may be fair valued.  U.S. and foreign debt securities including short-term debt instruments having a maturity of 60 days or less shall be valued in accordance with the price supplied by a Pricing Service using the evaluated bid price.  Money market mutual funds, demand notes and repurchase agreements are valued at cost.  If cost does not represent current market value the securities will be priced at fair as determined in good faith by or under the direction of the Fund’s Board.
 
The Fund has adopted fair valuation accounting standards that establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various input and valuation techniques used in measuring fair value.  Fair value inputs are summarized in the three broad levels listed below:
 
Level 1—
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
Level 2—
Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
Level 3—
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
 
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the
 

20

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

liquidity of markets, and other characteristics particular to the security.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
 
The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
 
The significant unobservable inputs used in the fair value measurement of the Fund’s Level 3 investments are listed in the table on page 25.  Significant changes in any of these inputs in isolation may result in a change in fair value measurement.
 
In accordance with procedures established by the Fund’s Board of Directors, the Adviser shall initially value non-publicly-traded securities (for which a current market value is not readily available) at their acquisition cost less related expenses, where identifiable, unless and until the Adviser determines that such value does not represent fair value.
 
The Adviser sends a memorandum to the Chairman of the Valuation Committee with respect to any non-publicly-traded positions that are valued using a method other than cost detailing the reason, factors considered, and impact on the Fund’s NAV.  If the Chairman determines that such fair valuation(s) require the involvement of the Valuation Committee, a special meeting of the Valuation Committee is called as soon as practicable to discuss such fair valuation(s).  The Valuation Committee of the Board consists of at least two non-interested Directors, as defined by the Investment Company Act of 1940.
 
In addition to special meetings, the Valuation Committee meets prior to each regular quarterly Board meeting.  At each quarterly meeting, the Adviser delivers a written report (the “Quarterly Report”) regarding any recommendations of fair valuation during the past quarter, including fair valuations which have not changed.  The Valuation Committee reviews the Quarterly Report, discusses the valuation of the fair valued securities with appropriate levels of representatives from the Adviser’s management, and approves the valuation of fair valued securities.
 
The Valuation Committee also reviews other interim reports as necessary.
 
The following is a summary of the fair valuations according to the inputs used as of June 30, 2016 in valuing the Fund’s investments:
 

21

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

   
Quoted Prices in
                   
   
Active Markets
                   
   
for Identical
   
Significant Other
   
Unobservable
       
   
Investments
   
Observable Inputs
   
Inputs
       
   
(Level 1)*
   
(Level 2)*
   
(Level 3)**
   
Total
 
Investment Companies
 
$
76,922,303
   
$
24,547
   
$
2,183,380
   
$
79,130,230
 
Commodity Partnerships
   
8,267,466
     
     
     
8,267,466
 
Preferred Stocks
                               
    Real Estate Investment Trusts
   
     
     
5,933,966
     
5,933,966
 
Common Stocks
                               
    Consumer Finance
   
3,468,792
     
     
     
3,468,792
 
    Insurance
   
13,797,729
     
     
     
13,797,729
 
    IT Services
   
64,392
     
     
     
64,392
 
    Professional Services
   
4,356,154
     
     
     
4,356,154
 
    Real Estate Investment Trusts
   
9,316,787
     
     
     
9,316,787
 
    Software
   
14,032
     
     
     
14,032
 
    Special Purpose
                               
      Acquisition Vehicles
   
3,025,781
     
2,716,854
     
     
5,742,635
 
Liquidation Claims
   
     
     
2,959,236
     
2,959,236
 
Convertible Bonds
   
     
2,510,879
     
     
2,510,879
 
Corporate Bonds
   
     
22,500
     
     
22,500
 
Promissory Notes
   
     
     
780,000
     
780,000
 
Warrants
   
322,552
     
30,832
     
0
     
353,384
 
Rights
   
83,979
     
40,707
     
     
124,686
 
Money Market Funds
   
14,918,096
     
     
     
14,918,096
 
Total
 
$
134,558,063
   
$
5,346,319
   
$
11,856,582
   
$
151,760,964
 
 
*
Transfers between Levels are recognized at the end of the reporting period.
**
The Fund measures Level 3 activity as of the beginning and end of each financial reporting period.


22

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

Transfers between Level 1 and Level 2 securities as of June 30, 2016 resulted from securities priced previously with an official close price (Level 1 securities) or on days where there is not an official close price the bid price is used (Level 2 securities).  Transfers as of June 30, 2016 are summarized in the table below:
 
Transfers into Level 1
     
Common Stock
     
    Special Purpose Acquisition Vehicle
 
$
475,720
 
Warrants
   
46,341
 
Rights
   
49,449
 
Transfers out of Level 1
       
Common Stock
       
    Special Purpose Acquisition Vehicle
   
(2,281,681
)
Warrants
   
(15,045
)
Rights
   
(1,873
)
Net transfers in and/or out of Level 1
 
$
(1,727,089
)
Transfers into Level 2
       
Common Stock
       
    Special Purpose Acquisition Vehicle
 
$
2,281,681
 
Warrants
   
15,045
 
Rights
   
1,873
 
Transfers out of Level 2
       
Common Stock
       
    Special Purpose Acquisition Vehicle
   
(475,720
)
Warrants
   
(46,341
)
Rights
   
(49,449
)
Net transfers in and/or out of Level 2
 
$
1,727,089
 
 
The fair value of derivative instruments as reported within the Schedule of Investments as of June 30, 2016:
 
Derivatives not accounted
Statement of Assets &
 
for as hedging instruments
Liabilities Location
Value
Equity Contracts—Warrants
Investments, at value
$353,384


23

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

The effect of derivative instruments on the Statement of Operations for the period ended June 30, 2016:
 
 
Amount of Realized Gain
 
on Derivatives Recognized in Income
Derivatives not accounted
Statement of
 
for as hedging instruments
Operations Location
Value
Equity Contracts—Warrants
Net Realized Gain
$9,026
 
on Investments
 

 
Change in Unrealized Appreciation
 
on Derivatives Recognized in Income
Derivatives not accounted
Statement of
 
for as hedging instruments
Operations Location
Total
Equity Contracts—Warrants
Net change in unrealized
$(142,362)
 
appreciation of investments
 
 
The average monthly share amount of warrants during the six months was 1,175,077. The average monthly market value of warrants during the six months was $368,318.
 
Level 3 Reconciliation Disclosure
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value:
 
                                 
Change in
       
   
Balance
                     
Realized
   
unrealized
   
Balance
 
   
as of
   
Acquis-
   
Dispo-
   
Corporate
   
Gain
   
appreciation
   
as of
 
Category
 
12/31/2015
   
itions
   
sitions
   
Actions
   
(Loss)
   
(depreciation)
   
6/30/2016
 
                                           
Open-End
                                         
  Funds
 
$
   
$
   
$
(3,175,500
)
 
$
4,228,907
   
$
577,281
   
$
204,692
   
$
1,835,380
 
                                                         
Auction Rate
                                                       
  Preferred
                                                       
  Securities
   
348,000
     
     
     
     
     
     
348,000
 
                                                         
Preferred
                                                       
  Stocks
   
5,891,324
     
     
     
     
     
42,642
     
5,933,966
 
                                                         
Liquidation
                                                       
  Claims
   
2,881,371
     
     
     
     
     
77,865
     
2,959,236
 
                                                         
Promissory
                                                       
  Notes
   
600,000
     
500,000
     
(320,000
)
   
     
     
     
780,000
 
                                                         
Warrants
   
0
     
     
     
     
     
     
0
 
                                                         
   
$
9,720,695
   
$
500,000
   
$
(3,495,500
)
 
$
4,228,907
   
$
577,281
   
$
325,199
   
$
11,856,582
 



24

Special Opportunities Fund, Inc.
 

 
Notes to financial statements (unaudited)

The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of June 30, 2016:
 
              
Impact to
              
Valuation
   
Fair Value
      
from an
   
June 30,
 
Valuation
Unobservable
increase in
   
2016
 
Methodologies
Input(1)
Input(2)
                 
Open-End Funds
 
$
1,835,380
 
Last Reported NAV
Redemption Fee
Decrease
                   
Auction Rate Preferred
       
Market
Comparability
Increase
  Securities
 
$
348,000
 
Comparables/ Cost
Adjustments/ Broker
 
             
Indications/ Company
 
             
Announcements
 
                   
Preferred Stocks
 
$
5,933,966
 
Cost
Market Assessments/
Increase
             
Financial Assessments
 
                   
Liquidation Claims
 
$
2,959,236
 
Market Transactions
Broker Bids
Increase
         
Approach
    
                   
Promissory Notes
 
$
780,000
 
Cost
Terms of the Note/ Financial
Increase
             
Assessments/ Company
 
             
Announcements
 
                   
Warrants
 
$
0
 
Market Transactions
Discount to Market Price
Decrease
         
Approach
for Share Restrictions
 
(1)
In determining certain inputs, management evaluates a variety of factors including economic conditions, foreign exchange rates, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. Management has determined that market participants would take these inputs into account when valuing the investments.
(2)
This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect.
 
Short sales—The Fund is authorized to make short sales.  Short sales are transactions where a fund sells securities it does not own in anticipation of a decline in the value of the securities.
 
Short sales carry risks of loss if the price of the security sold short increases after the sale.  In this situation, when a fund replaces the borrowed security by buying the security in the securities market, the fund may pay more for the security than it has received from the purchaser in the short sale.  The fund may, however, profit from a change in the value of the security sold short, if the price decreased.
 
As collateral for its short positions, the Fund is required under the 1940 Act to maintain segregated assets consisting of cash, cash equivalents, or liquid securities.  The amount of segregated assets are required to be adjusted daily to the extent additional collateral is required based on the change in fair value of the securities sold short.

25

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

The Fund did not engage in short sales during the six months ended June 30, 2016.
 
Investment transactions and investment income—Investment transactions are recorded on the trade date.  Realized gains and losses from investment transactions are calculated using the identified cost method.  Dividend income is recorded on the ex-dividend date.  Interest income is recorded on an accrual basis.  Discounts are accreted and premiums are amortized using the effective yield method as adjustments to interest income and the identified cost of investments.
 
Dividends and distributions—Dividends to Common Stockholders from net investment income and distributions of net realized capital gains, if any, will be declared and paid at least annually.  Dividends and distributions to common shareholders are recorded on the ex-dividend date.  The amount of dividends from net investment income and distributions from net realized capital gains was determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles.  These “book/tax” differences are either considered temporary or permanent in nature.  To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.
 
Note 2
Related party transactions
Bulldog Investors, LLC serves as the Fund’s Investment Adviser (the “Investment Adviser”) under the terms of the Investment Advisory Agreement effective October 10, 2009.  Effective May 7, 2013 Brooklyn Capital Management, LLC changed its name to Bulldog Investors, LLC.  In accordance with the investment advisory agreement, the Fund is obligated to pay the Investment Adviser a monthly investment advisory fee at an annual rate of 1.00% of the Fund’s average weekly total net assets.
 
Effective January 1, 2015, the Fund pays each of its directors who is not a director, officer or employee of the Investment Adviser, the Administrator or any affiliate thereof an annual fee of $35,000, paid pro rata, quarterly.  As additional annual compensation, the Audit Committee Chairman and Valuation Committee Chairman will receive $5,000, and the Corporate Governance Committee Chairman will receive $3,000.  For serving the Fund as Chief Compliance Officer, in addition to the aforementioned Directors’ fees, Mr. Hellerman receives annual compensation in the amount of $45,000.  In addition, the Fund reimburses the directors and Chief Compliance Officer (“CCO”) for travel and out-of-pocket expenses incurred in connection with Board of Directors’ meetings and CCO due diligence requirements.
 
U.S. Bancorp Fund Services, LLC (“USBFS”), an indirect wholly-owned subsidiary of U.S. Bancorp, serves as the Fund’s Administrator and, in that capacity, performs

26

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

various administrative services for the Fund.  USBFS also serves as the Fund’s Fund Accountant (the “Fund Accountant”).  U.S. Bank, N.A. serves as the Fund’s custodian (the “Custodian”).  The Custodian is an affiliate of the Administrator.  The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the directors, monitors the activities of the Fund’s Custodian and Fund Accountant; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals.  American Stock Transfer & Trust Company, LLC serves as the Fund’s Transfer Agent.
 
Note 3
Purchases and sales of securities
For the six months ended June 30, 2016, aggregate purchases and sales of portfolio securities, excluding short-term securities, were $27,625,984 and $33,961,918, respectively.  The Fund did not purchase or sell U.S. government securities during the six months ended June 30, 2016.
 
Note 4
Capital share transactions
During the six months ended June 30, 2016, the Fund purchased 351,994 shares of its capital stock in the open market at a cost of $4,507,404. The weighted average discount of these purchases comparing the average purchase price to net asset value at the close of the New York Stock Exchange was 11.77%.
 
During the year ended December 31, 2015, the Fund issued 261,013 shares for the reinvestment of distributions.  During the same period the Fund purchased 405,015 shares of its capital stock in the open market at a cost of $5,921,562. The weighted average discount of these purchases comparing the average purchase price to net asset value at the close of the New York Stock Exchange was 12.63%.
 
During the year ended December 31, 2014, the Fund issued 338,450 shares for the reinvestment of distributions.  During the same period the Fund issued 2,765,091 of shares of its common stock from the conversion of 744,120 shares of the Fund’s convertible preferred stock.
 
Note 5
Federal tax status
The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.  Therefore, no provision for federal income taxes or excise taxes has been made.
 
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare each year as dividends in each calendar
27

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

year at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
 
The tax character of distributions paid to common shareholders during the fiscal years ended December 31, 2015 and December 31, 2014 were as follows:
 
   
For the
   
For the
 
   
year ended
   
year ended
 
Distributions paid from:
 
December 31, 2015
   
December 31, 2014
 
Ordinary income
 
$
4,022,798
   
$
4,577,643
 
Long-term capital gains
   
7,945,025
     
10,467,229
 
Total distributions paid
 
$
11,967,823
   
$
15,044,872
 
 
The Fund designated as long-term capital gain dividends, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits for the Fund related to net capital gains to zero for the year ended December 31, 2015.
 
The following information is presented on an income tax basis as of December 31, 2015:
 
Tax cost of investments
 
$
152,275,243
 
Unrealized appreciation
   
11,104,068
 
Unrealized depreciation
   
(12,543,315
)
Net unrealized depreciation
   
(1,439,247
)
Undistributed ordinary income
   
102,186
 
Undistributed long-term gains
   
957,489
 
Total distributable earnings
   
1,059,675
 
Other accumulated losses and other temporary differences
   
 
Total accumulated losses
 
$
(379,572
)
 
To reflect reclassifications arising from permanent “book/tax” differences for the year ended December 31, 2015, the Fund’s accumulated undistributed net investment income was decreased by $187,186 and the accumulated net realized gain from investment activities was increased by $187,186.  The permanent differences are primarily attributed to passive foreign investment companies, foreign currency gain and short-term capital gain dividend reclassifications.
 
Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Fund’s next taxable year.  At December 31, 2015, the Fund had no post October losses.
 
At December 31, 2015, the Fund did not have capital loss carryforwards.
28

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2012-2014), or expected to be taken in the Fund’s 2015 tax returns.  The Fund identifies its major tax jurisdictions as U.S. Federal and the State of Maryland; however the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
 
Note 6
Subsequent events
The holders of common stock of the Fund as of July 21, 2016, were distributed transferable rights to purchase up to an aggregate of 1,933,892  shares of 3.50% convertible preferred stock, Series B, par value $0.001 per share (the “Convertible Preferred Stock”). The Fund issued additional shares available in the offering (or 290,084 shares of Convertible Preferred Stock for a total of 2,223,976 shares of Convertible Preferred Stock) to honor over-subscription privilege requests. The shares of Convertible Preferred Stock will be convertible into shares of common stock at a conversion rate of $19.00 per share of common stock (the “Conversion Price”) (which is a ratio of 1.3158 shares of common stock for each share of Convertible Preferred Stock held), subject to adjustment upon the occurrence of certain events.
 
Shares of the Convertible Preferred Stock are convertible on a quarterly basis. Until the mandatory redemption date of August 26, 2021, holders of Convertible Preferred Stock may present their shares for conversion, in whole or in part, after the issuance thereof into shares of common stock at the Conversion Price. The Conversion Price (and resulting conversion ratio) will be adjusted for any distributions made to or on behalf of common stockholders. Following any such conversion, shares of common stock shall be issued as soon as reasonably practicable following the next quarterly dividend payment date. Until the mandatory redemption date of August 26, 2021, at any time following the second anniversary of the Expiration Date (as defined below), the Board may, in its sole discretion, redeem all or any part of the then outstanding shares of Convertible Preferred Stock at $25.00 per share, subject to the Fund providing convertible preferred stockholders with at least 30 days’ but no more than 90 days’ notice. If, at any time from and after the date of issuance of the Convertible Preferred Stock, the market price of the common stock is equal to or greater than $22.00 per share (as adjusted for dividends or other distributions made to or on behalf of holders of the common stock), the Board may, in its sole discretion, require the holders of the Convertible Preferred Stock to convert all or any part of

29

Special Opportunities Fund, Inc.
 

Notes to financial statements (unaudited)

their shares into shares of common stock at the Conversion Price, subject to adjustment upon the occurrence of certain events. The Fund will redeem all outstanding shares of Convertible Preferred Stock as of August 26, 2021 (five years from the Expiration Date) at a price of $25.00 per share of Convertible Preferred Stock held on such date.
 
On July 25, 2016, the Board approved the extension of the expiration date for the rights offering to purchase shares of the Convertible Preferred Stock from August 19, 2016 to August 26, 2016 (the “Expiration Date”).
 
Note 7
Additional information
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock in the open market.
 
The Fund has adopted a window, in which the Fund will suspend its program to buy back Fund shares during the three days beginning on the first full trading day of each calendar month to give the Fund’s directors and officers and advisory persons to the Fund, including insiders and employees of the Fund and the Fund’s investment adviser, the opportunity to purchase or sell the Fund’s securities.
 
The Fund may seek proxy voting instructions from shareholders regarding certain underlying closed-end funds held by the Fund.  Please see the proxy voting instructions section on the Fund’s website at www.specialopportunitiesfundinc.com for further information.

30

Special Opportunities Fund, Inc.
 

 
General information (unaudited)

The Fund
Special Opportunities Fund, Inc. (the “Fund”) is a diversified, closed-end management investment company whose common shares trade on the New York Stock Exchange (“NYSE”). The Fund’s NYSE trading symbol is “SPE.” On April 21, 2010 the Fund’s symbol changed from “PIF” to “SPE.” Comparative net asset value and market price information about the Fund is available weekly in various publications.
 
Tax information
The Fund designated 58.62% of its ordinary income distribution for the year ended December 31, 2015, as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.
 
For the year ended December 31, 2015, 47.97% of dividends paid from net ordinary income qualified for the dividends received deduction available to corporate shareholders.
 
The Fund designated 3.23% of taxable ordinary income distributions designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(C).
 
Quarterly Form N-Q portfolio schedule
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Forms N-Q are available on the SEC’s Web site at http://www.sec.gov.  The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C.  Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330.  Additionally, you may obtain copies of Forms N-Q from the Fund upon request by calling 1-877-607-0414.
 
Proxy voting policies, procedures and record
You may obtain a description of the Fund’s (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Fund voted any proxies related to portfolio securities during the most recent 12-month period ended June 30 for which an SEC filing has been made, without charge, upon request by contacting the Fund directly at 1-877-607-0414, or on the EDGAR Database on the SEC’s Web site (http://www.sec.gov).

31

Special Opportunities Fund, Inc.
 

Supplemental information (unaudited)

The following table sets forth the directors and officers of the Fund, his name, address, age, position with the Fund, term of office and length of service with the Fund, principal occupation or employment during the past five years and other directorships held at June 30, 2016.
 
   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Director**
Director
 
INTERESTED DIRECTORS
           
Andrew Dakos***
President
1 year;
Member of the Adviser since
1
Director, Emergent
(50)
as of
Since
2009; Chief Compliance Officer
 
Capital, Inc.
 
October
2009
of the Adviser from 2009-2012;
 
(f/k/a Imperial
 
2009.
 
Principal of the general partner
 
Holdings, Inc.);
     
of several private investment
 
Director,
     
partnerships in the Bulldog
 
Crossroads Capital,
     
Investors group of private funds.
 
Inc. (f/k/a BDCA
         
Venture, Inc.).
           
Phillip Goldstein***
Chairman
1 year;
Member of the Adviser since
1
Chairman, Mexico
(71)
and
Since
2009; Principal of the general
 
Equity and Income
 
Secretary
2009
partner of several private
 
Fund, Inc.; Director,
 
as of
 
investment partnerships in the
 
MVC Capital, Inc.;
 
October
 
Bulldog Investors group of
 
Director, Emergent
 
2009.
 
private funds.
 
Capital, Inc.
         
(f/k/a Imperial
         
Holdings, Inc.).


32

Special Opportunities Fund, Inc.

 
Supplemental information (unaudited)

   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Director**
Director
 
INDEPENDENT DIRECTORS
           
Gerald Hellerman****
Chief
1 year;
Managing Director of Hellerman
1
Director, Mexico
(78)
Compliance
Since
Associates (a financial and
 
Equity and Income
 
Officer
2009
corporate consulting firm) since
 
Fund, Inc.; Director,
 
as of
 
1993 (which terminated activities
 
MVC Capital, Inc.;
 
January
 
as of December, 31, 2013).
 
Director, Ironsides
 
2010.
     
Partners
         
Opportunity
         
Offshore Fund Ltd.;
         
Director, Emergent
         
Capital, Inc.
         
(f/k/a Imperial
         
Holdings, Inc.);
         
Director,
         
Crossroads Capital,
         
Inc. (f/k/a BDCA
         
Venture, Inc.).
           
Marc Lunder
1 year;
Managing Member of Lunder
1
None
(52)
 
Effective
Capital LLC.
   
   
January 1,
     
   
2015
     
           
Ben Harris
1 year;
Principal and Director of NHI II,
1
None
(47)
 
Since
LLC and NBC Bancshares, LLC.
   
   
2009
Chief Executive Officer of
   
     
Crossroads Capital, Inc.
   
           
Charles C. Walden
1 year;
President and Owner of Sound
1
Lead Trustee, Third
(72)
 
Since
Capital Associates, LLC
 
Avenue Funds
   
2009
(consulting firm).
 
(fund complex
         
consisting of five
         
funds and one
         
variable series
         
trust).



33

Special Opportunities Fund, Inc.
 

 
Supplemental information (unaudited)

   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Director**
Director
 
OFFICERS
           
Andrew Dakos***
President
1 year;
Member of the Adviser since
n/a
n/a
(50)
as of
Since
2009; Chief Compliance
   
 
October
2009
Officer of the Adviser from
   
 
2009.
 
2009-2012; Principal of the
   
     
general partner of several
   
     
private investment partnerships
   
     
in the Bulldog Investors group
   
     
of private funds.
   
           
Rajeev Das***
Vice-
1 year;
Principal, Bulldog Investors, a
n/a
n/a
(47)
President
Since
group of Investment Funds.
   
 
as of
2009
     
 
October
       
 
2009.
       
           
Phillip Goldstein***
Chairman
1 year;
Member of the Adviser
n/a
n/a
(71)
and
Since
since 2009; Principal of the
   
 
Secretary
2009
general partner of several
   
 
as of
 
private investment
   
 
October
 
partnerships in the Bulldog
   
 
2009.
 
Investors group of funds.
   
           
Gerald Hellerman****
Chief
1 year;
Managing Director of Hellerman
n/a
n/a
(78)
Compliance
Since
Associates (a financial
   
 
Officer
2009
and corporate consulting
   
 
as of
 
firm) since 1993 (which
   
 
January
 
terminated activities as of
   
 
2010.
 
December, 31, 2013).
   



34

Special Opportunities Fund, Inc.

 
Supplemental information (unaudited)

   
Term of
 
Number of
 
   
Office
 
Portfolios
 
   
and
 
in Fund
Other
 
Position(s)
Length
Principal Occupation
Complex
Directorships
Name, Address
Held with
of Time
During the Past
Overseen
held by
and Age*
the Fund
Served
Five Years
by Director**
Director
           
Thomas Antonucci***
Chief
1 year;
Director of Operations,
n/a
n/a
(47)
Financial
Since
Bulldog Investors, a group
   
 
Officer
2014
of Investment Funds.
   
 
and
       
 
Treasurer
       
 
as of
       
 
January
       
 
2014.
       

*
 
The address for all directors and officers is c/o Special Opportunities Fund, Inc., 615 East Michigan Street, Milwaukee, WI 53202.
**
 
The Fund Complex is comprised of only the Fund.
***
 
Messrs. Dakos, Goldstein, Das, and Antonucci are each considered an “interested person” of the Fund within the meaning of the 1940 Act because of their affiliation with Bulldog Investors, LLC, the Adviser, and their positions as officers of the Fund.
****
 
Mr. Hellerman is considered an “interested person” of the Fund within the meaning of the 1940 Act because he serves as the Fund’s Chief Compliance Officer. Mr. Hellerman is not affiliated with Bulldog Investors, LLC.



35

Special Opportunities Fund, Inc.
 

 
New York Stock Exchange certifications (unaudited)

On January 5, 2016, the Fund submitted an annual certification to the New York Stock Exchange (“NYSE”) in which the Fund’s president certified that he was not aware, as of the date of the certification, of any violation by the Fund of the NYSE’s Corporate Governance listing standards.  In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s president and treasurer have made quarterly certifications, included in the filing with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal control over financial reporting.
 

36

Special Opportunities Fund, Inc.

 
Privacy policy notice

The following is a description of the Fund’s policies regarding disclosure of nonpublic personal information that you provide to the Fund or that the Fund collects from other sources.  In the event that you hold shares of the Fund through a broker-dealer or other financial intermediary, the privacy policy of the financial intermediary would govern how your nonpublic personal information would be shared with unaffiliated third parties.
 
CATEGORIES OF INFORMATION THE FUND COLLECTS.  The Fund collects the following nonpublic personal information about you:
 
 
1.
Information from the Consumer: this category includes information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and
 
2.
Information about the Consumer’s transactions: this category includes information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).
 
CATEGORIES OF INFORMATION THE FUND DISCLOSES.  The Fund does not disclose any nonpublic personal information about their current or former shareholders to unaffiliated third parties, except as required or permitted by law.  The Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.
 
CONFIDENTIALITY AND SECURITY.  The Fund restricts access to your nonpublic personal information to those persons who require such information to provide products or services to you.  The Fund maintains physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.
 
This privacy policy notice is not a part of the shareholder report.

 
37

Investment Adviser
Bulldog Investors, LLC
Park 80 West
250 Pehle Avenue, Suite 708
Saddle Brook, NJ  07663

Administrator and Fund Accountant
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI  53202

Custodian
U.S. Bank, N.A.
Custody Operations
1555 North RiverCenter Drive, Suite 302
Milwaukee, WI  53212

Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC
59 Maiden Lane
New York, NY  10038

Fund Counsel
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New York, NY  10174

Independent Registered Public Accounting Firm
Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA  19103

Board of Directors
Andrew Dakos
Phillip Goldstein
Ben Harris
Gerald Hellerman
Marc Lunder
Charles Walden






Special Opportunities Fund, Inc.
1-877-607-0414
www.specialopportunitiesfundinc.com
 

 
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

The Audit Committee is comprised of Mr. Marc Lunder, Mr. Ben H. Harris and Mr. Charles C. Walden.

Item 6. Investments.

(a)
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
 
(b)
Not Applicable.
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semi-annual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable for semi-annual reports.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

The following purchases were made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the registrant’s equity securities that are registered by the Registrant pursuant to Section 12 of the Exchange Act made in the period covered by this report.

Period
(a)
Total Number of
Shares (or Units)
Purchased
(b)
Average Price Paid
per Share (or Unit)
(c)
Total Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
(d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
1/1/2016 to 1/31/2016
67,929
12.49
N/A
N/A
2/1/2016 to 2/29/2016
110,421
12.20
N/A
N/A
3/1/2016 to 3/31/2016
51,279
12.86
N/A
N/A
4/1/2016 to 4/30/2016
24,110
13.22
N/A
N/A
5/1/2016 to 5/31/2016
66,799
13.52
N/A
N/A
6/1/2016 to 6/30/2016
31,456
13.66
N/A
N/A
Total
351,994(1)
12.80
   

(1) 351,994 Common shares were purchased pursuant to the Fund’s Stock Repurchase Program.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders if a vacancy occurs. In order to recommend a nominee, a shareholder should send a letter to the chairperson of the Nominating and Corporate Governance Committee, care of the Administrator, 615 East Michigan Street, Milwaukee, WI 53202, and indicate on the envelope “Nominating and Corporate Governance Committee.”  The shareholder’s letter should state the nominee’s name and should include the nominee’s résumé or curriculum vitae, and must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by shareholders.

Item 11. Controls and Procedures.

(a)
The Registrant’s President and Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  None.

(b)
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.  Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  Special Opportunities Fund, Inc. 

By (Signature and Title)* /s/ Andrew Dakos
  Andrew Dakos, President

Date    September 1, 2016


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Andrew Dakos
  Andrew Dakos, President

 
Date    September 1, 2016

By (Signature and Title)* /s/ Thomas Antonucci
  Thomas Antonucci, Chief Financial Officer

Date    September 1, 2016

* Print the name and title of each signing officer under his or her signature.