SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
BDCA Venture, Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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applies:
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applies:
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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Fee paid previously with preliminary materials [].
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF BDCA VENTURE, INC. FOR THE 2015 ANNUAL MEETING
OF SHAREHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card to shareholders of BDCA Venture, Inc.
(the "Fund") of record as of May --, 2015. We are soliciting a proxy to vote
your shares at the 2015 Annual Meeting of Shareholders (the "Meeting") which
is scheduled for June --, 2015. Please refer to the Fund'
s proxy soliciting
material for additional information concerning the Meeting and the matters
to be considered by shareholders. This proxy statement and the enclosed GREEN
proxy card are first being sent to shareholders on or about May --, 2015.
INTRODUCTION
The Board of Directors has determined to present one matter to be voted upon
at the Meeting: the election of four directors. A shareholder affiliated with
us intends to present a non-binding proposal that the Board consider adopting
a plan to maximize shareholder value within a reasonable period of time and a
binding proposal to terminate the Fund's investment advisory agreement with
BDCA Adviser, LLC ("BDCA Adviser"). We are soliciting a proxy to vote your
shares FOR the election of the nominees named below and FOR the shareholder
proposals.
REASONS FOR THE SOLICITATION
As of December 31, 2014, the shares of the Fund were trading at a discount of
28% below their net asset value ("NAV"). We believe shareholders should
terminate the Fund's investment advisory agreement to reduce expenses and have
an opportunity to realize a price much closer to NAV for their shares. Toward
those ends, we are seeking to present the aforementioned proposals and to elect
directors who are committed to maximizing shareholder value.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below and FOR the shareholder proposals. In addition, you will be granting
the proxy holders discretionary authority to vote on any other matters that
may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business by the shareholders at the Meeting is
a majority of the shares outstanding on the record date and entitled to vote.
The election of a director requires the affirmative vote of a plurality of the
votes cast. Thus, the four nominees receiving the greatest number of votes will
be elected. The proposal that the Board consider adopting a plan to maximize
shareholder value within a reasonable period of time will be approved if
approved by a majority of the votes cast. The proposal to terminate the
investment advisory agreement will be approved if the holders of (i) 67% of the
shares present or (ii) 50% of the outstanding shares vote for it. An abstention
or a broker non-vote is not a vote cast and thus will have no effect on the
election of directors or whether the proposal that the Board consider adopting
a plan to maximize shareholder value is approved. An abstention or a broker
non-vote on the termination proposal will have the same effect as a vote against
it. However, since this is a contested solicitation, we do not expect any broker
non-votes.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to the
inspector of election; or (iii) voting in person at the Meeting. Attendance at
the Meeting will not by itself revoke a proxy. There is no limit on the number
of times you may revoke your proxy and only your most recent proxy will be
counted.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board is comprised of four directors. The Board is nominating four persons
and our affiliate intends to nominate the three persons named below. If our
nominees are elected, the fourth director elected will be the nominee of the
Board that receives the most votes. Each of our nominees has consented to being
named in this proxy statement and to serve as a director if elected. None of our
nominees is an interested person of the Fund and none owns any shares of the
Fund. There are no arrangements or understandings between Bulldog Investors or
any of its affiliates and any nominee in connection with the nominations.Please
refer to the Fund's proxy soliciting material for additional information
concerning the election of directors.
Gerald Hellerman (born 1937); 5431 NW 21st Avenue, Boca Raton, FL 33496 -
Mr. Hellerman owned and served as Managing Director of Hellerman Associates, a
financial and corporate consulting firm, from 1993 to 2013. Mr. Hellerman is a
director and chairman of the audit committee of Imperial Holdings, a director
and chairman of the Audit Committee of MVC Capital, a director, chief compliance
officer of the Mexico Equity and Income Fund and Special Opportunities Fund,
Inc., and a director for Ironsides Partners Opportunity Offshore Fund.
Mr. Hellerman also served as a financial analyst and later as a branch chief
with the U.S. Securities & Exchange Commission over a ten-year period, as
Special Financial Advisor to the U.S. Senate Subcommittee on Antitrust and
Monopoly for four years, and as the Chief Financial Analyst of the Antitrust
Division of the U.S. Department of Justice for 17 years.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, 250 Pehle Ave., Suite 708,
Saddle Brook, NJ 07663 -- Mr. Dakos is a member of Bulldog Investors, LLC, the
investment adviser of Special Opportunities Fund, Inc. and the investment
partnerships comprising the Bulldog Investors group of private funds. He also is
a manager of Kimball & Winthrop, LLC, the managing general partner of Bulldog
Investors General Partnership, since 2012. From 2001-2012, Mr. Dakos was a
member of the general partners of several private funds in the Bulldog Investors
group of private funds and in 2012 became a member of Bulldog Holdings, LLC
which became the sole owner of such general partners. Mr. Dakos has been a
director of Special Opportunities Fund, Inc., a closed-end fund, since 2009,
and the Mexico Equity and Income Fund, Inc., a closed-end fund, since 2001.
He has also been a director of Imperial Holdings, Inc., a specialty finance
company, since 2012, and Brantley Capital Corporation, a business development
company, intermittently from 2005-2013. From 2009-2012 he served as Chief
Compliance Officer of Bulldog Investors, LLC.
Richard Cohen (born 1954); Lowey Dannenberg Cohen & Hart, P.C., One North
Broadway, 5th Floor, White Plains, New York 10601-2310 - Since 1998, Mr. Cohen
has been employed as a lawyer by Lowey Dannenberg Cohen & Hart, P.C., a law
firm that represents investors and directors in public companies, including
closed-end funds. He has been a Director of Lowey Dannenberg since 2005, served
as its President from 2008-2014 and became the Chairman in 2015. He served as a
Director, and was on the audit, compensation and nominating committee of, MGT
Capital Corporation from 2011-2012. Mr. Cohen has represented institutional
investors in a number of stockholder voting rights and corporate governance
cases, and has advised boards of directors of public companies for more than
30 years.
Unless instructions to the contrary are given, your proxy will be voted in favor
of each of the aforementioned nominees.
PROPOSAL 2: THE SHAREHOLDERS REQUEST THAT THE BOARD OF DIRECTORS CONSIDER
ADOPTING A PLAN TO MAXIMIZE SHAREHOLDER VALUE WITHIN A REASONABLE PERIOD OF
TIME.
Adoption of this non-binding proposal will direct the Board to consider adopting
a plan to maximize shareholder value within a reasonable period of time.
However, the board has the sole power to determine whether to adopt such a plan
and to determine its attributes.
Unless instructions to the contrary are given, your proxy will be voted in favor
of this proposal.
PROPOSAL 3: THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND BDCA ADVISER
SHALL BE TERMINATED.
The Investment Company Act of 1940 requires that stockholders be able to vote
to terminate a fund's investment advisory agreement "at any time." The Fund's
advisory agreement provides for BDCA Adviser to receive a per annum base fee of
2% of The Fund's gross assets plus an incentive fee of 20% of its net realized
capital gains. In order to reduce the Fund's costs and maximize shareholder
value within a reasonable period of time, we believe the investment advisory
agreement should be terminated and the Fund should be managed internally under
the Board's supervision.
Unless instructions to the contrary are given, your proxy will be voted in favor
of this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com.
Persons affiliated with or employed by us may assist us in the solicitation of
proxies. Banks, brokerage houses and other securities intermediaries will be
requested to forward this proxy statement and the enclosed GREEN proxy card to
the beneficial owners for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders will benefit from
this solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses from the Fund. Shareholders will
not be asked to vote on the reimbursement of these expenses, which we
estimate will total $100,000.
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663, is the
soliciting stockholder and as of May --, 2015 beneficially owns ---------
shares on behalf of clients which were purchased at various times beginning on
-------------. No "participant" has any direct or indirect arrangement or
understanding with any person with respect to any securities of the Fund or
with respect to future employment by the Fund or any of its affiliates or to
any future transactions to which the Fund or any of its affiliates will or may
be a party. A "participant," as defined by the SEC, includes Bulldog
Investors, the nominees designated above, and each client advised by Bulldog
Investors. The SEC's definition of a "participant" may be misleading because
it suggests that a "participant" has a greater role in a solicitation than
may be the case.
May --, 2015
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE BOARD OF
DIRECTORS OF BDCA VENTURE, INC. (THE "FUND") FOR THE FUND'S 2015 ANNUAL MEETING
OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew Dakos
and each of them, as the undersigned's proxies, with full power of substitution,
to attend the Meeting and any adjourned or postponed Meeting, and to vote on
all matters that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS (NOTE: THIS PROXY IS ONLY AUTHORIZED TO VOTE (OR TO
WITHHOLD AUTHORITY) FOR THE FOLLOWING THREE NOMINEES AND WILL NOT BE USED TO
ELECT A FOURTH DIRECTOR)
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR RICHARD COHEN [ ] WITHHOLD AUTHORITY
2. THE SHAREHOLDERS REQUEST THAT THE BOARD OF DIRECTORS CONSIDER ADOPTING A
PLAN TO MAXIMIZE SHAREHOLDER VALUE WITHIN A REASONABLE PERIOD OF TIME.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. THE INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND BDCA ADVISER SHALL BE
TERMINATED.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, FOR Proposal 2, and FOR Proposal 3. The undersigned hereby
acknowledges receipt of the proxy statement dated May --, 2015 of Bulldog
Investors and revokes any proxy previously executed.
Signature(s) ___________________________________ Dated: _______________