PROPOSAL 3: SHAREHOLDER PROPOSAL TO CONSIDER AND VOTE UPON A
SHAREHOLDER PROPOSAL TO ESTABLISHCALL A SPECIAL COMMITTEEMEETING TO INVESTIGATE SUITABLE ALTERNATIVES TO REPLACE THE FUND’S CURRENT INVESTMENT MANAGER,
IF PROPERLY PRESENTED AT THE MEETING10%
Kenneth Steiner has advised the Fund that he or his representative intends to present the following shareholder proposal at the Meeting. The Fund will provide Mr. Steiner’s address and share ownership information to a shareholder upon oral or written request directed to the Secretary of the Fund.
The vote on the shareholder proposal is advisory and will not create any binding obligation on the Board. For this particular shareholder proposal, as further explained inThe Board will consider the Board’s Statement in Opposition to the proposal, the Board recommends a vote “AGAINST” the proposal because the Board has already established a Special Committee of the Board to investigate suitable alternatives to replace the Fund’s current investment manager and the Special Committee will remain in place at least until the committee provides a recommendation to the Board on whether there is a suitable alternative to potentially replace NAM-U.S.A. The voting results on this proposal will not impact these actions of the Board which are already in place. The Board will consider votes “FOR”when determining whether to take any action related to this proposal from shareholders as an indication that such shareholders do not viewfollowing the Board’s establishment of the Special Committee as sufficiently responsive to the shareholder proposal and will take such further steps in response to the shareholder vote as deemed appropriate by the Board. Any decision to actually replace NAM-U.S.A. in the future will be subject to Board approval and shareholder approval of the new management agreement.Meeting.
In accordance with SEC rules, we have set forth below the shareholder proposal, along with the supporting statement, as provided by the shareholder proponent. The Fund is not responsible for any inaccuracies it may contain. The shareholder proposal will be voted on at the Meeting only if properly presented by or on behalf of the proponent. As explained below, our Board unanimously recommends that you vote “AGAINST” the shareholder proposal.
Proposal [3]2 – Replace the Fund’s Investment ManagerAdopt a Shareholder Right to Call a Special Shareholder Meeting
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting (or the lowest percentage according to state law).
Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.
Management will have an incentive to genuinely engage with shareholders instead of stonewalling if shareholders have a realistic Plan B option of calling a special shareholder meeting. Often the management of a company will claim that shareholders have multiple means to communicate with management - but in most cases these low impact means are as effective as mailing a post card to the CEO. A reasonable shareholder right to call a special shareholder meeting is an important step for effective shareholder engagement with management.
The proposal would provide stockholders with the opportunity to call a special shareholder meeting to advise the Board of Directors of their serious concerns regarding the underperformance of the Fund’s investment manager, Nomura Asset Management and introduce appropriate proposals in an effort to turnaround the underperformance of the Fund.
Nomura Asset Management’s underperformance over the life of the Fund has been extremely disappointing. The Fund’s $15 price in 1990 speaks for itself.
This underperformance, which spans the life of the Fund, shows no signs of improving and seems to necessitate change beginning with the replacement of the party responsible for the Fund’s underperformance, Nomura Asset Management.
At the 2022 Fund annual meeting Fund shareholders voted on this proposal:
“RESOLVED, that the stockholders of Fund hereby request that the Board of Directors immediately establish a special committee consisting solely of independent directors to investigate suitable alternatives to replace the Fund’s current investment manager, Nomura Asset Management U.S.A. Inc.
The proposal provides stockholders with the opportunity to advise the Board of Directors of their serious concerns regarding the performance of the Fund’s investment manager, Nomura Asset Management. In order to improve investment results and maximize stockholder value the Fund should replace its investment manager.
Nomura Asset Management’s performance over the life of the Fund has been extremely disappointing. The Fund’s $15 price in 1990 speaks for itself.
This performance, which spans the life of the Fund, shows no signs of improving and necessitates change beginning with the replacement of the party responsible for the Fund’s poor performance, Nomura Asset Management.”
In lightresponse to the above 2022 proposal the special committee of the Board of Directors’ fiduciary obligations to stockholders, it is incumbent upon the Board to take immediate action to replace Nomura Asset Management with an investment manager for the Fund that will, atissued a minimum, bring the Fund’s returns in line with the market. While the adoption of this proposal will not legally bind the Board of Directors, adoption will send the Board an important message.
If you believe the Fund should immediately explore alternatives and replace Nomura Asset Managementstandstill report with a truly first-rate fund manager in ordermere 94-words of analysis. This is clear evidence that Fund shareholders need the right to better maximizecall a special shareholder meeting to address the valueunderperformance of your shares, pleasethe Fund.
Please vote FOR this proposal:yes:
Replace the Fund’s Investment ManagerAdopt a Shareholder Right to Call a Special Shareholder Meeting – Proposal [3]2