UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Rule 14a-12 |
ATLAS U.S. TACTICAL INCOME FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | 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): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials: |
| ¨ | 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. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
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| 4) | Date Filed: |
ATLAS U.S. TACTICAL INCOME FUND, INC.
Buchanan Office Center, Suite 201, Road 165 #40
Guaynabo, Puerto Rico 00968
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 30, 2025
To the Shareholders of Atlas U.S. Tactical Income Fund, Inc.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Atlas U.S. Tactical Income Fund, Inc. (the “Company”), a Puerto Rico corporation, will be held at the offices of the Company, Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968, on January 30, 2025 at 10:00 a.m., Atlantic Time (the “Meeting”), for the following purposes (each, a “Proposal”):
| 1. | To elect five members of the Board of Directors of the Company to serve until the next annual meeting of shareholders or until their successors are elected and qualified. |
| 2. | To transact any other business that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes. |
The Board of Directors has fixed the close of business on December 19, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote, at the Meeting or any adjournments thereof.
The Board unanimously recommends that you cast your vote “FOR ALL” on the
Proposal to elect the nominees to the Board of Directors of the Company.
The Company has enclosed a copy of the proxy statement and proxy card. A copy of the Notice of Shareholder Meeting, the Proxy Statement and Proxy Voting Ballot are available at https://vote.proxyonline.com/ultimus/docs/atlas2025.pdf. To ensure your representation at the Meeting, please complete the enclosed proxy and return it promptly in the accompanying envelope or by calling the number listed on your proxy card whether or not you expect to be present at the Meeting.
We urge all shareholders to take advantage of voting by mail, Internet or telephone (separate instructions are listed on the enclosed proxy card to vote by telephone or through the Internet). If you attend the Meeting, you may revoke your proxy and vote your shares in person.
YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD TO AVOID UNNECESSARY EXPENSE AND DELAY. YOU MAY ALSO EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
In Guaynabo, Puerto Rico, this 2nd day of January, 2025.
By Order of the Board of Directors,
/s/ Paul Hopgood
Paul Hopgood
President
ATLAS U.S. TACTICAL INCOME FUND, INC.
Buchanan Office Center, Suite 201, Road 165 #40
Guaynabo, Puerto Rico 00968
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on January 30, 2025
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Atlas U.S. Tactical Income Fund, Inc., a Puerto Rico corporation (the “Company”), for use at the Annual Meeting of Shareholders of the Company to be held on January 30, 2025 at 10:00 a.m., Atlantic time, at the offices of the Company, Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968, and any adjournments thereof (the “Meeting”).
Please read this Proxy Statement before voting on the Proposal. You may call toll-free at (800) 207-3156 if you have any questions about the Proxy Statement or would like additional information on how to attend the Meeting and vote in person. Only shareholders of record as of the close of business on December 19, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting.
We anticipate that the Notice of Annual Meeting of Shareholders, Proxy Statement and the proxy card will be mailed to shareholders (“Shareholders”) beginning on or about January 6, 2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF MATERIALS
The Proxy Statement for the Meeting is available online at https://vote.proxyonline.com/ultimus/docs/atlas2025.pdf
DESCRIPTION OF PROPOSAL
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY
Background
Shareholders are being asked to vote on a proposal to elect the nominees to the Board. Each nominee currently serves as a Director of the Company (together, the “Incumbent Directors”) and is standing for re-election at the Meeting. Pursuant to the Company’s By-laws, the Board may modify the number of members of the Board provided that the number of Directors will not be less than three nor more than fifteen. Each Director of the Company is elected annually for a term of one year and serves until his successor is elected and qualified. The Board is currently comprised of five Directors.
Each Director named below has been nominated for election by the Board for a one-year term expiring in 2026. Each Director has agreed to serve as a Director if elected and has consented to be named as a nominee. No nominee is being proposed for election pursuant to any agreement or understanding between any such person and the Company.
A Shareholder can vote for or withhold his or her vote from any or all of the nominees. In the absence of instructions to the contrary, the persons named as proxies will vote such proxy FOR the election of all the nominees named below. If any of the nominees should decline or be unable to serve as a Director, it is intended that the proxy will be voted for the election of such person or persons as are nominated as replacements. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve as a Director.
Information about the Board, Nominees and Executive Officers
The role of the Board is to provide general oversight of the Company’s business affairs, and to exercise all the Company’s powers except those reserved for the Shareholders. The Board also reviews contractual arrangements with entities that provide services to the Company and reviews the Company’s performance as part of its responsibilities as Directors under the Investment Company Act of 1940, as amended (the “1940 Act”).
A majority of the Board are not “interested persons” of the Company or Atlas Asset Management, LLC, its investment adviser (the “Adviser”), as defined in Section 2(a)(19) of the 1940 Act. These individuals are referred to as the Company’s independent directors (“Independent Directors”). Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The Directors who are “interested persons” of the Company or the Adviser are referred to as the Company’s interested directors (“Interested Directors”).
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The Board is currently composed of five Directors, three of whom are Independent Directors. The Board has determined that each of Eduardo Inclán, Fernando J. Nido and Jorge Padilla qualify as an Independent Director. Based upon information requested from each Director concerning his background, employment and affiliations, the Board has affirmatively determined that none of the Independent Directors has a material business or professional relationship with the Company, other than in his capacity as a member of the Board or any Board committee or as a Shareholder.
Paul Hopgood and Jaime Pandal are the Company’s Interested Directors. Mr. Hopgood is an “interested person” because he owns 80% of the membership interests of the Adviser and also serves as its President. Mr. Pandal is an “interested person” because he is a Vice President of the Adviser.
In considering each Director and the composition of the Board as a whole, the Company seeks individuals with a diverse group of experiences, characteristics, attributes and skills that the Company believes enables a Director to make a significant contribution to the Board, the Company and its Shareholders. The experiences, characteristics, attributes and skills of the Directors are more fully described below.
The following tables set forth certain information regarding the Directors and Officers of the Company. The address for all individuals listed in the tables below is Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968:
Independent Directors
| Name (Year of Birth) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Company Complex Overseen by Director | Other Directorships held by Director |
| Eduardo Inclán (1975) | Director | 1 year; Since inception | Founder and Managing Director, Bluhaus Capital, LLC; Founder and Managing Partner, Bluhaus Small Business Fund; Director East Island Excursions, Inc.; Former Senior Vice President Investment Banking Director Santander Securities. | 1 | East Island Excursions, Inc. |
| Fernando J. Nido (1959) | Director | 1 year; Since September 2022 | Independent Consultant, professional services since June 2014, Former Managing Partner, Puerto Rico, Deloitte; Former Member of Puerto Rico’s Board of Accountants; Former Vice Chair of Puerto Rico’s CPA Association. | 1 | Trans-Oceanic Life Insurance Company and Trans-Oceanic Life Insurance Company of America. |
| Jorge Padilla (1956) | Director | 1 year; Since inception | Director, Converge RE; Former Executive Director & Trustee, GDB Debt Recovery Authority; Consultant, VSC Group, LLC (February 2019 to July 2024); Director, Fundación CAP (March 2018 to October 2023); Former Senior Vice President and Chief Financial Officer of Universal Insurance Group, Inc.; Former President Universal Finance, Inc.; Certified Public Accountant since 1980. | 1 | None. |
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Interested Directors and Officers
| Name (Year of Birth) | Position(s) Held with the Company | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five Years | Number of Portfolios in Company Complex Overseen by Director | Other Directorships held by Director |
| Paul Hopgood (1976) | President and Director | 1 year; Since inception. | President, Atlas Asset Management LLC; Former Chief Investment Officer of Santander Asset Management, LLC. | 1 | None. |
| Jaime Pandal (1983) | Vice President, Secretary, Treasurer and Director | 1 year; Since inception. | Managing Director & Vice President of Atlas Asset Management LLC; President, JAPA, LLC (Real Estate); Former Senior Portfolio Analyst of Santander Asset Management, LLC. | 1 | None. |
| Timothy Shaloo (1970) | Chief Compliance Officer | 1 year; Since August 2023 | Assistant Vice President, Compliance Officer Northern Lights Compliance Services, LLC (“NLCS”) (since 2023); Senior Compliance Analyst, NLCS (2021 to 2023), Compliance Specialist, Ultimus Fund Solutions, LLC (2016 to 2021). | N/A | N/A |
Leadership Structure and Board of Directors
Overall responsibility for oversight of the Company rests with the Board. The Company has engaged the Adviser to manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and other service providers in the operation of the Company in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Company’s By-laws. The Board meets quarterly. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. As described below, the Board has established an Audit Committee and a Dividend Committee and may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities.
The Board has appointed Paul Hopgood, an Interested Director, to serve in the role of Chairman. The Chairman’s role is to preside at all meetings of the Board and to act as liaison with the Adviser, other service providers, counsel and other Directors generally between meetings. The Chairman serves as a key point person for dealings between management and the Directors. The Chairman may also perform such other functions as may be delegated by the Board from time to time. Jorge Padilla serves as the lead Independent Director of the Company. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview and it allocates areas of responsibility among committees of Directors and the full Board in a manner that enhances effective oversight.
The Company is subject to a number of risks. Risk oversight forms part of the Board’s general oversight of the Company and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out the Company’s investment management and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. The Adviser and each of the other service providers have their own independent interests in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify all of the risks that may affect the Company or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board requires senior officers of the Company and the Adviser to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to the management of liquidity, derivatives, investment and valuation risks, among others.
The Board met a total of four times during the fiscal year ended September 30, 2024. Each of the Incumbent Directors attended at least 75% of the aggregate number of meetings held by the Board and of each committee of the Board on which the Director served during the most recent fiscal year.
The Company currently does not have a formal policy regarding Director’s attendance at Shareholder meetings. During the last fiscal year, the Fund held a Shareholder meeting on January 26, 2024 at which one Director attended.
The Board has an Audit Committee whose function is to oversee the Company’s accounting and financial reporting policies and practices and to recommend to the Board any action to ensure that the Company’s accounting and financial reporting are consistent with accepted accounting standards applicable to the mutual fund industry. The Board has adopted an Audit Committee Charter, which is included
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with this Proxy Statement as Appendix A. The members of the Audit Committee are Messrs. Inclán, Nido and Padilla. During the fiscal year ended September 30, 2024, the Audit Committee met three times.
The Board has a standing Dividend Committee whose function is to determine the amount, form, and record date of any dividends to be declared and paid by the Company. The Dividend Committee has four members, three of whom are Independent Directors (Messrs. Inclán, Nido and Padilla) and one who is an Interested Director (Mr. Hopgood). During the fiscal year ended September 30, 2024, the Dividend Committee met 12 times. The Board, the Audit Committee and the Dividend Committee receive regular reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters. The Board also receives reports from certain of the Company’s other primary service providers on a periodic or regular basis. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.
The Board has elected not to have a standing Nominating Committee due to the Board’s small size. Therefore, responsibilities typically delegated to a Nominating Committee are handled by the Board as a whole which identifies and evaluates nominees in accordance with the Company’s By-laws. In addition, the Board handles any persons nominated for election as directors by a Shareholder in accordance with the process and requirements outlined in the Company’s By-laws.
Incumbent Director Qualifications
The information above includes each Director’s principal occupations during the last five years. Each Director possesses extensive additional experience, skills and attributes relevant to his qualifications to serve as a Director. The cumulative background of each Director led to the conclusion that each Director should serve as a Director of the Company.
Independent Directors
Eduardo Inclán has over 22 years of experience in the finance industry including serving for over 15 years in an investment banking executive role, and over six years as founder and manager of a financial advisory and private equity firm. Mr. Inclán serves on the board of East Island Excursions, Inc., and is a manager of the $60 million Bluhaus Small Business Fund L.P. SBIC Fund.
Fernando J. Nido has practiced public accounting for over thirty years and now serves as an independent consultant for private business and as a director on several boards. Mr. Nido had a 33-year career at Deloitte & Touche LLP (“Deloitte”), including 23 years as a partner for Deloitte’s practice in Puerto Rico until his retirement. Mr. Nido’s responsibilities at Deloitte included client service delivery, professional practice quality, financial performance and attracting, developing and retaining talent. Mr. Nido currently serves as Director, Trans-Oceanic Life Insurance Company and Trans-Oceanic Life Insurance Company of America and served on the Board of X-Square Balanced Fund, LLC from January 2019 to April 2022.
Jorge Padilla is a CPA and has approximately 42 years of experience in the financial industry and has demonstrated leadership and management abilities as evidenced by the senior executive level positions he has held during his career. Mr. Padilla has 30 years of executive-level management experience in the insurance and financial services industry and served on the boards of various corporations. Over the last 9 years, Mr. Padilla has worked as a consultant to financial services organizations and is an investor in various business ventures.
Interested Directors
Paul Hopgood has over 24 years of experience in the asset management industry, including serving for over six years as senior portfolio manager and chief investment for a global asset management firm. Mr. Hopgood is President and Chief Investment Officer of Atlas Asset Management LLC.
Jaime Pandal has over 15 years of experience in the wealth and asset management industry, which includes the responsibilities of trader and analyst. Mr. Pandal is Managing Director and Vice President and serves as senior portfolio manager of Atlas Asset Management LLC.
The Company has concluded that each of these Directors should continue serving on the Board because of his ability to review and understand information about the Company, to identify and request other information he may deem relevant to the performance of the Directors’ duties, to question management and other service providers regarding material factors bearing on the management and administration of the Company, and to exercise his business judgment in a manner that serves the best interests of the Company’s Shareholders.
Director Compensation
Each Independent Director receives an annual stipend from the Company of $10,000, plus reimbursement of expenses for attendance at each meeting of the Board of Directors, Audit Committee and Dividend Committee. The Independent Directors do not receive retirement or other benefits as part of their compensation. The following table sets forth the compensation earned by the Independent Directors for the Company’s fiscal year ended September 30, 2024:
| Independent Director | Compensation from Company |
| Eduardo Inclán | $10,000 |
| Fernando Nido | $10,000 |
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| Jorge Padilla | $10,000 |
The following tables show the dollar ranges of securities beneficially owned by the Directors in the Company as of December 4, 2024. No Independent Director or his immediate family member owns beneficially or of record an interest in the Adviser or in any person directly or indirectly controlling, controlled by, or under common control with the Adviser. As of December 9, 2024, the Directors and Officers as a group held $1,726,803 of the outstanding Class A shares and less than 1% of the outstanding Class C shares of the Company.
| Dollar Range of Equity Securities in the Company | |
| Independent Directors | |
| Eduardo Inclán | $0 |
| Fernando Nido | over $100,000 |
| Jorge Padilla | over $100,000 |
| Interested Directors | |
| Paul Hopgood | Over $100,000 |
| Jaime Pandal | $10,001-$50,0000 |
DESCRIPTION OF PROPOSAL
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
The Directors do not know of any additional matters to be presented at the Meeting other than those set forth in this Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy or any adjournment(s) or postponement(s) thereof.
ADDITIONAL INFORMATION
Record Date
Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting and at any adjournment thereof.
Required Vote and Voting Information
In accordance with the By-laws of the Company, all elections for Directors shall be decided by plurality vote. A vote of a plurality of shares means that a candidate would only need to get more votes than a competing candidate to be elected to the Board. Since each of the Directors is running unopposed, each Director effectively needs only one vote to be elected if a quorum is present at the Meeting. All other questions shall be decided by majority vote of those stockholders present in person or by proxy except as otherwise provided by the Certificate of Incorporation or the laws of Puerto Rico.
The presence in person or by proxy of the holders of more than one-half of the outstanding shares of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum. If less than said number of the outstanding shares are represented at the Meeting, a majority of the shares so represented may adjourn the Meeting from time to time without further notice. At such adjourned Meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the Meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
For purposes of determining the presence of a quorum, abstentions, broker “non-votes” or withheld votes will be counted as present. Abstentions will have no effect upon the election of Directors but will have the effect of a “no” vote for purposes of obtaining the requisite approval. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated the same as abstentions.
Audit Fees
The Audit Committee approved, and the Board ratified, the appointment of Cohen & Company, Ltd. (“Cohen”), 1835 Market Street, 3rd floor, Philadelphia, PA 19103 as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 at a meeting held on November 15, 2024. The Company is not asking Shareholders to ratify the appointment by the Board of Cohen as the independent registered public accounting firm for the Company.
Representatives of Cohen are not expected to attend the Meeting or be available to respond to questions. However, Cohen will have an opportunity to make a statement if it desires to do so. The Company knows of no direct financial or material indirect financial interest of Cohen in the Company. There were no disagreements between management and Cohen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the prior two fiscal years.
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Set forth in the table below are audit fees and non-audit related fees billed to the Company for professional services performed by Cohen for the Company’s fiscal years ended September 30, 2024 and September 30, 2023:
| Fiscal Year | Audit Fees1 | Tax Fees 2 | All Other Fees3 |
| 2024 | $22,400 | $0 | $0 |
| 2023 | $21,000 | $0 | $0 |
| 1. | “Audit Fees” are fees for professional services for the audit of annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements |
| 2. | “Tax Fees” are for professional services for preparing tax returns. |
| 3. | “All Other Fees” are for products and services other than those services reported under “Audit Fees,” and “Tax Fees.” |
The Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent auditors for audit services and permitted non-audit services for the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
A principal Shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of the Company. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a fund or acknowledges the existence of such control. A Shareholder owning of record or beneficially more than 25% of the Company’s outstanding shares may be considered a controlling person. That Shareholder’s vote could have more significant effect on matters presented at a Shareholder’s meeting than votes of other Shareholders.
As of the Record Date, the following Shareholders were beneficial owners of 5% or more of the outstanding shares listed because they possessed voting or investment power with respect to such shares:
| Name & Address | Percentage of Portfolio Share Class |
Class A Shares | |
Asociacion De Empleados Del Ela/Pablo Crespo Claudio Auth Agent Melanie Del Toro Asencio. Auth Agent Juan J Matias Del Rio Auth, Agent P.O. Box 364508 San Juan, PR 00936-4508 | 8.96% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 | 6.01% |
Class C Shares | |
Amadee LLC c/o Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 | 6.35% |
Shareholder Proposals
Shareholders may present proper proposals for inclusion in the proxy statement and for consideration at next year’s annual meeting of Shareholders pursuant to Rule 14a-8 (“Rule 14a-8”) under the Securities Exchange Act of 1934, as amended, by submitting their proposals in writing to the Secretary of the Company at the Company’s principal executive office at Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968, in a timely manner. For a Rule 14a-8 shareholder proposal to be considered for inclusion in the proxy statement for the 2026 annual meeting of Shareholders, the Company’s Secretary must receive the written proposal at the Company’s principal executive offices not later than August 30, 2025. In addition, such Shareholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
As provided for in the Company’s By-Laws, at any annual or special meeting of Shareholders, proposals by Shareholders other than pursuant to Rule 14a-8 and persons nominated for election as Directors by Shareholders shall be considered only if advance notice thereof has been timely given as provided herein, and such proposals or nominations are otherwise proper for consideration under applicable law and the Company’s Certificate of Incorporation and By-laws. Notice of any proposal to be presented by any Shareholder in the name of any person to be nominated by the Shareholder for election as a Director of the Company at any meeting of Shareholders,
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shall be delivered to the Secretary of the Company at the Company’s principal executive office at Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968 not less than thirty (30) nor more than fifty (50) days prior to the date of the meeting; provided, however, that if the date of the meeting is first publicly announced or disclosed (in a public filing or otherwise) less than forty (40) days prior to the date of the meeting, such notice shall be given not more than ten (10) days after such date is first so announced or disclosed. Public notice shall be deemed to have been given more than forty (40) days in advance of the annual meeting if the Company shall have previously disclosed, in the Company’s By-laws or otherwise, that the annual meeting in each year is to be held on a determinable date, unless and until the Board determines to hold the meeting on a different date. Any Shareholder who gives notice of any such proposal shall deliver therewith the text of the proposal to be presented and a brief written statement of the reasons why such Shareholder favors the proposal and setting forth such Shareholder’s name and address, the number and class of all shares of stock of the Company beneficially owned by such Shareholder, and any material interest of such Shareholder in the proposal (other than as a Shareholder). Any Shareholder desiring to nominate any person for election as a Director shall deliver with such notice a statement in writing setting forth the name of the person to be nominated, the number and class of all shares of stock of the Company beneficially owned by such person, the information regarding such person as would be required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (the “SEC”) (or the corresponding provisions of any regulation subsequently adopted by the SEC substituting such provisions or applicable to the Company), such person’s signed consent to serve as a Director of the Company if elected, such Shareholder’s name and Shareholder as well as the number and class of all shares of stock of the Company beneficially owned by such shareholder. The Chairman or person presiding at the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall determine whether such notice has been duly given and shall direct that such proposals and nominees not be considered if such notice has not been given.
COST OF SOLICITATION
The Board is making this solicitation of proxies. The Company has engaged EQ Fund Solutions, LLC, a proxy solicitation firm, to assist in the solicitation. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Annual Meeting and proxy and any additional materials relating to the meeting and the cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, the Company will request banks, brokers and other custodial nominees and fiduciaries to supply proxy materials to the respective beneficial owners of shares of the Company of whom they have knowledge, and the Company will reimburse them for their expenses in so doing. Certain officers, employees and agents of the Company may solicit proxies in person or by telephone, facsimile transmission, or mail, for which they will not receive any special compensation. The estimated fees anticipated to be paid to the proxy solicitor are approximately $6,250. The proxy solicitor will prepare and mail the Proxy Statement, Notice of Annual Meeting and all materials relating to the meeting and will solicit and tabulate votes of the shareholders.
OTHER MATTERS
The Company will furnish, without charge, a copy of the Company’s most recent annual report or semi-annual report succeeding to a shareholder upon request. To obtain a free copy of the SAI or any shareholder report, or to make any other inquiries about the Company, you may call the Company at 1 (855) 969-8440 or write to the Company at Atlas U.S. Tactical Income Fund, Inc., c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, Nebraska 68154.
PROXY DELIVERY
If you and another shareholder share the same address, the Company may only send one Proxy Statement unless you or the other shareholder(s) request otherwise. Call or write to the Company if you wish to receive a separate copy of the Proxy Statement, and the Company will promptly mail a copy to you. You may also call or write to the Company’s proxy firm if you wish to receive a separate proxy in the future or if you are receiving multiple copies now and wish to receive a single copy in the future. For such requests, call our proxy information line at (800) 207-3156.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on January 30, 2025.
A copy of the Notice of Shareholder Meeting, the Proxy Statement, and Proxy Card are available online at https://vote.proxyonline.com/ultimus/docs/atlas2025.pdf
If you have any questions before you vote, please call our proxy information line at (800) 207-3156. Representatives are available Monday through Friday 9 a.m. to 10 p.m., Eastern Time to answer your questions about the proxy material or about how to how to cast your vote. You may also receive a telephone call reminding you to vote your shares. Thank you for your participation in this important initiative.
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PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE OR CALL THE NUMBER LISTED ON YOUR PROXY CARD.
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APPENDIX A: AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER
The Board of Directors (the “Board”) of the Fund hereby establishes an Audit Committee (the “Committee”) to oversee the financial reporting process and internal controls of the Fund. The Board further adopts the following as the governing principles of the Committee.
Membership.
The Committee shall consist of each member of the Board who is not an “interested person” of the Fund (a “disinterested Director”) as that term is defined under the Investment Company Act of 1940 (the “1940 Act”); provided, however, that no disinterested Director shall serve on the Committee if he or she has accepted any compensation from the Fund, its adviser, any affiliated person of the Fund, or any affiliated person of such a person, other than in his or her capacity as a member of the Board, a member of the Committee, or a member of any other committee of the Board. The Committee shall elect from its own members a Chairperson, who shall preside over each meeting of the Committee.
Principal Responsibilities.
| The principal responsibilities of the Committee shall include: | ||
| · | Recommending which firm to engage as the Fund’s independent auditor as required by Section 32 of the 1940 Act, and whether to terminate this relationship. | |
| · | Reviewing the independent auditor’s compensation, the proposed scope and terms of its engagement, and its independence. | |
| · | Pre-approving all audit and permitted non-audit services the independent auditor provides to the Fund, and all services that the independent auditor provides to the Fund’s investment adviser(s) and advisory affiliates (that directly relate to the Fund’s operations and financial reporting); except that (a) services provided to a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser, and (b) de minimis non-audit services, shall not require pre-approval. | |
| · | Serving as a channel of communication between the independent auditor and the Board. | |
| · | Reviewing the results of each external audit, including any qualifications in the independent auditors’ opinion, any related management letter, management’s responses to recommendations made by the independent auditor in connection with the audit, reports submitted to the Committee by the internal auditing department of the Fund that are material to the Fund as a whole, if any, and management’s responses to any such reports. | |
| · | Reviewing any significant disputes between the Fund’s management and the independent auditor that arose in connection with the preparation of the Fund’s audited financial statements and any unusual circumstances reflected in those financial statements. | |
| · | Considering, in consultation with the independent auditor and the Fund’s senior internal accounting executive, if any, the independent auditor’s report on the adequacy of the Fund’s internal financial controls. | |
| · | Reviewing, in consultation with the Fund’s independent auditor, major changes regarding auditing and accounting principles and practices to be followed when preparing the Fund’s financial statements. | |
| · | Reviewing the procedures employed by the Fund in preparing published financial statements and related management commentaries. |
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| · | Reviewing and, where warranted, investigating allegations of misconduct affecting the Fund’s accounting, auditing, or financial reporting operations, where such allegations are either brought to the Committee’s attention in writing or are otherwise actually known, or the Committee suspects such misconduct. |
The function of the Committee is oversight. The Fund’s management is responsible for (i) the preparation, presentation, and integrity of the Fund’s financial statements, (ii) the maintenance of appropriate accounting and financial reporting principles and policies and (iii) the maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Fund’s independent auditor is responsible for planning and carrying out a proper audit and review.
Recommendation of Independent Auditors.
In connection with the selection of the Fund’s independent auditor, the Committee shall consider the auditor’s: (a) basic approach and techniques; (b) knowledge and experience in the industry and other investment companies serviced by the firm; (c) procedures followed to assure the firm’s independence; (d) policy regarding rotation of personnel assigned to the engagement; and (e) other quality control procedures. The Committee shall also consider the nature and quality of other services offered by the firm, the firm’s manner of communicating weaknesses noted in the Fund’s internal control system, the basis for determining its fees, and management’s attitude toward the firm.
Operation of the Committee.
| · | The Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require. |
| · | The Committee shall report its activities to the full Board on a regular basis and will make such recommendations as the Committee may deem necessary or appropriate to the Board or Fund management. |
| · | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Fund. |
| · | The Committee may delegate to one or more of its members, the authority to grant preapprovals for all audit and permissible non-audit services, including the fees associated with those services, when such pre-approvals are necessary or desirable prior to a regularly scheduled Committee meeting. The decisions of any member to whom authority is delegated shall be presented to the full Committee at its next scheduled meeting. |
| · | The Committee shall periodically review all procedures adopted by the Fund relating to the Fund’s financial statements, including those procedures (if any) relating to: (i) the valuation of securities and the computation of the Fund’s net asset value; (ii) the valuation of securities for which market quotations are not readily available (including Rule 144A securities); and (iii) the pricing services used by the Fund. |
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