N-CSR 1 fp0063456_ncsr.htm

 

 

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 811-22299

 

RENN Fund, Inc.

(Exact name of Registrant as specified in charter)

470 Park Avenue South,

New York, NY 10016

(Address of principal executive offices)

(646) 291-2300

(Registrant’s telephone number, including area code)

 

Jay Kesslen

Horizon Kinetics, LLC

470 Park Avenue South

New York, NY 10016

(Name and address of agent for service of process)

(646) 291-2300

(Agent’s telephone number, including area code)

 

Date of fiscal year end: December 31

 

December 31, 2020

(Date of reporting period)

 

 

 

 

 

 

 

Item 1. Annual Report to Shareholders

 

 

 

 

 

 

RENN Fund, Inc.

 

 

 

 

 

Annual Report

 

December 31, 2020

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank if you hold your shares through such an institution. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

 

You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by calling (877) 749-4980 if you hold your shares directly with RENN Fund, Inc., or, if you hold your shares through a financial intermediary, by contacting your financial intermediary. You may elect to receive all future reports in paper copies free of charge. You can inform the Funds or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by (877) 749-4980 if you hold your shares directly with RENN Fund, Inc., or, if you hold your shares through a financial intermediary, by contacting your financial intermediary.

 

 

RENN Fund, Inc.

 

TABLE OF CONTENTS
December 31, 2020

 

 

   

Shareholder Letter

1

Consolidated Financial Statements:

 

Consolidated Schedule of Investments

2

Consolidated Statement of Assets and Liabilities

5

Consolidated Statement of Operations

6

Consolidated Statements of Changes in Net Assets

7

Consolidated Statement of Cash Flows

8

Consolidated Financial Highlights

9

Consolidated Notes to Financial Statements

10

Report of Independent Registered Public Accounting Firm

18

Other Information

19

Directors and Officers

22

Service Providers

24

 

 

 

 

RENN Fund, Inc.

 

Shareholder Letter

December 31, 2020 (Unaudited)

 

 

Dear Shareholders,

 

We are pleased to present the RENN Fund, Inc. (“Fund”) Annual Report Commentary for the 12-month period ended December 31, 2020. The portfolio companies were all impacted in unique ways by the travel restrictions and business closures throughout the year; however, we believe that many of the companies began 2021 in a superior competitive positioning as compared to a year earlier. The market has yet to price this into the current share prices, which resulted in challenging performance for the year. However, as we will discuss in further detail below, we are extremely optimistic about the potential for the year(s) ahead.

 

The Fund’s largest individual holding, Apyx Medical Corporation (“APYX”), continues to build out its Advanced Energy business lines following the sale of its legacy Bovie electrosurgical equipment business in 2018. The sale capitalized the company with cash required to develop its helium plasma technology business. The business was performing well, with approval for various applications in cosmetic surgery procedures. However, these elective procedures were suspended or curtailed throughout most of the first half of the year. Regardless, the company achieved approval for hydrogen plasma applications in Australia, Israel, Taiwan, Thailand, and Brazil (the second largest cosmetic surgery market in the world) during the year. During the second half of the year, cosmetic procedure volumes recovered, and the company commenced Phase II trials for applications in skin laxity procedures on the neck and surrounding area. The company pre-announced fourth quarter results in early January, noting 30-35% annual revenue growth, highlighted by 39-43% growth in the Advanced Energy segment. We believe that adoption in additional domestic and international markets will facilitate a long runway of growth, which may be supplemented by further approvals for surgical applications.

 

The second largest position in the Fund is Texas Pacific Land Corp (“TPL”), which completed its conversion from a trust into a corporation early in January 2021. We believe that this will facilitate advancements in corporate governance and transparency consistent with an enterprise of its size. Operationally, TPL maintained profitability throughout the nadir of the energy market, including the brief period when certain oil contracts traded at negative values. Despite continued weak energy prices in the third quarter, TPL earned nearly an 80% adjusted operating profit margin, while many other energy companies experienced sharp operating losses and wrote down asset values. The global energy supply is increasingly going to become reliant upon the state of Texas, particularly as many multinational energy companies divert reinvestment into unproven renewable sources. The combination of higher energy prices, production volumes, and land use will benefit TPL for decades to come.

 

FitLife Brands (“FTLF”) continues its turnaround, optimizing its product mix, distribution, and expense management. The pandemic-related restrictions resulted in the bankruptcy of the largest retailer of nutrition supplements (GNC Holdings); however, that company is reorganizing and will remain operational. In spite of the physical retail environment, the 3rd quarter of 2020 was the best in the history of FitLife, particularly with direct-to-consumer sales growing 96% year-over-year and rising to 17% of total revenue. This higher margin direct sales business also bolstered operating margins, which exceeded 23% for the quarter. The company currently trades at less than 5x operating income on an annualized basis, excluding further growth.

 

The Fund holds a legacy position in PetroHunter Energy at zero value, as the Colorado based energy exploration and production company had filed for Chapter 7 (liquidation) bankruptcy in 2016. The liquidation resulted in approximately $180,000 of proceeds being received thus far.

 

The largest positions in the Fund, APYX and TPL generated returns of approximately (-15%) and (-7%) respectively for 2020 which was the primary driver to the underperformance relative to the S&P 500 Index. Fitlife Brands return of approximately (+52%), and the liquidation proceeds of PetroHunter Energy partially offset the laggard performance of the top two positions. We believe that market conditions in 2020 were not supportive of these businesses despite their fundamental strength, hence believe that over a longer time period their performance will be reconciled with the broader market.

 

Portfolio activity was minimal throughout the year given the heightened volatility and economic uncertainty, coupled with elevated asset prices. We remain constructive on “hard asset” companies with finite, tangible asset bases and limited capital intensity. Our thesis is partially derived from continued government stimulus efforts, resulting in extremely low interest rates and record setting money supply growth. As a result, positions in royalty companies Franco Nevada, Wheaton Precious Metals, and Mesabi Trust appreciated considerably as gold, silver, and iron ore appreciated 19%, 43%, and 70%, respectively, for 2020. These positions are likely to benefit from future inflation above trend levels, which we see as a mounting risk to financial markets.

 

Horizon Kinetics Asset Management LLC

 

1

 

 

RENN Fund, Inc.

 

Consolidated Schedule of Investments

As of December 31, 2020

 

 

 

Shares or
Principal
Amount

 

Company

 

Cost

   

Value

 
     

MONEY MARKET FUNDS – 39.35%

       
    83,493  

Fidelity Government Cash Reserves Portfolio -

               
       

Institutional Class, 0.01%

  $ 83,493     $ 83,493  
    4,583,020  

Fidelity Investment Money Market Funds Government Portfolio - Institutional Class, 0.01%

    4,583,020       4,583,020  
                         
       

Total Money Market Funds

    4,666,513       4,666,513  
                         
       

CONVERTIBLE BONDS – 0.00%

       
       

Oil and Gas – 0.00%

               
    1,000,000  

PetroHunter Energy Corporation 8.50% Maturity 12/31/2014(1)(2)(5)

    818,264        
                         
       

Total Convertible Bonds

    818,264        
                         
       

COMMON EQUITIES – 60.52%

       
       

Accomodations – 0.41%

               
    3,500  

Civeo Corp.(2)

    112,727       48,650  
                         
       

Aerospace & Defense – 0.04%

               
    20  

Boeing Co.

    2,892       4,281  
                         
       

Asset Management – 0.02%

               
    50  

Associated Capital Group, Inc. - Class A

    2,922       1,756  
                         
       

Diversified Financial Services – 0.13%

    1,800  

Galaxy Digital Holdings Ltd.(2)(4)

    11,355       15,414  
                         
       

Marine Shipping – 0.06%

               
    200  

Clarkson PLC(4)

    7,293       7,384  
                         
       

Metal Mining – 4.00%

               
    560  

Franco-Nevada Corp.

    49,869       70,185  
    12,150  

Mesabi Trust

    264,608       340,807  
    1,516  

Wheaton Precious Metals Corp.

    40,238       63,278  
              354,715       474,270  
                         
       

Medicinal Chemicals and Botanical Products – 3.46%

    19,307  

FitLife Brands, Inc.(2)

    9,131,688       410,274  
                         
       

COMMON EQUITIES – 60.94% (Continued)

       

Oil and Gas – 12.18%

               
    808,445  

PetroHunter Energy Corporation(1)(2)(5)

  $ 101,056     $  
    7,200  

PrairieSky Royalty Ltd.(4)

    51,846       57,074  
    1,908  

Texas Pacific Land Trust

    1,079,739       1,387,116  
              1,232,641       1,444,190  
         
       

Other Financial Investment Activities – 0.00%

    1  

Morgan Group Holding Co.(2)

    16       7  
                         
       

Securities and Commodity Exchanges – 0.23%

    240  

Intercontinental Exchange, Inc.

    22,252       27,670  
                         
       

Securities, Commodity Contracts, and Other Financial Investments and Related Activities – 1.48%

    5,460  

Grayscale Bitcoin Trust(2)

    66,830       174,720  
         
       

Surgical & Medical Instruments & Apparatus – 37.34%

    615,000  

Apyx Medical Corp.(2)

    1,470,958       4,428,000  
                         
       

Technology Services – 1.17%

               
    558  

CACI International, Inc. – Class A. (2)

    112,974       139,126  
                         
       

Total Common Equities

    12,529,263       7,175,742  
                         
       

EXCHANGE TRADED FUNDS – 0.04%

       
    124  

ProShares Short VIX Short-Term Futures ETF(2)

    4,195       5,138  
                         
       

Total Exchange Traded Funds

    4,195       5,138  
                         
       

PREFERRED STOCKS – 0.42%

       
    8,333  

Diamond Standard, Inc.(1)(2)(3)

    50,000       50,000  
                         
       

Total Preferred Stocks

    50,000       50,000  
                         

TOTAL INVESTMENTS – 100.33%

  $ 18,068,235       11,897,393  

LIABILITIES LESS OTHER ASSETS – (0.33%)

            (39,265 )

NET ASSETS

          $ 11,858,128  

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2

 

 

RENN Fund, Inc.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020

 

 

 

Shares or
Principal
Amount

 

Company

 

Proceeds

   

Value

 
       

SECURITIES SOLD SHORT – (0.01)%

       
       

EXCHANGE TRADED FUNDS – (0.01)%

    (12 )

Direxion Daily Gold Miners Index Bear 2X Shares ETF

  $ (202 )   $ (239 )
    (12 )

Direxion Daily Junior Gold Miners Index Bear 2X Shares ETF

    (123 )     (117 )
    (30 )

ProShares Ultra VIX Short-Term Futures ETF(2)

    (1,015 )     (319 )
                         
       

Total Exchange Traded Funds

    (1,340 )     (675 )
                         
       

TOTAL SECURITIES SOLD SHORT – (0.01)%

  $ (1,340 )   $ (675 )

 

(1)

See Note 5 - Fair Value Measurements.

 

(2)

Non-Income Producing.

 

(3)

Diamond Standard, Inc. is currently a private company. The security is illiquid and valued at fair value.

 

(4)

Foreign security denominated in U.S. Dollars.

 

(5)

The PetroHunter Energy Corporation (“PetroHunter”) securities are in bankruptcy. The securities are valued at fair value.

 

 

See accompanying Notes to Consolidated Financial Statements.

 

3

 

 

RENN Fund, Inc.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2020

 

 

Security Type/Sector

Percent of
Total Net Assets

Money Market Funds

39.35%

Convertible Bonds

0.00%

Common Equities

 

Accommodations

0.41%

Aerospace & Defense

0.04%

Asset Management

0.02%

Diversified Financial Services

0.13%

Marine Shipping

0.06%

Metal Mining

4.00%

Medicinal Chemicals and Botanical Products

3.46%

Oil and Gas

12.18%

Other Financial Investment Activities

0.00%

Securities and Commodity Exchanges

0.23%

Securities, Commodity Contracts and Other Financial Investments and Related Activities

1.48%

Surgical & Medical Instruments & Apparatus

37.34%

Technology Services

1.17%

Total Common Equities

60.52%

Exchange Traded Funds

0.04%

Preferred Stocks

0.42%

Total Investments

100.33%

Liabilities Less Other Assets

(0.33%)

Total Net Assets

100.00%

 

See accompanying Notes to Consolidated Financial Statements.

 

4

 

 

RENN Fund, Inc.

 

Consolidated Statement of Assets and Liabilities

December 31, 2020

 

 

ASSETS

       

Investments in securities, at value (cost $18,068,235)

  $ 11,897,393  

Cash

    32,843  

Cash held at broker

    5,664  

Dividends and interest receivable

    320  

Prepaid expenses and other assets

    3,165  

Total assets

    11,939,385  
         

LIABILITIES

       

Securities sold short, at value (proceeds $1,340)

    675  

Payables:

       

Auditing fees

    33,000  

Printing and postage

    14,797  

Legal expense

    9,837  

Investment securities purchased

    10,731  

Fund administration and accounting fees

    5,399  

Custody fees

    4,516  

Transfer agent fees and expenses

    1,713  

Accrued other expenses

    589  

Total liabilities

    81,257  
         

NET ASSETS

  $ 11,858,128  
         

Paid-in-capital

    31,406,951  

Total accumulated deficit

    (19,548,823 )

NET ASSETS

  $ 11,858,128  
         

Shares outstanding no par value (unlimited shares authorized)

    5,951,956  
         

Net asset value, offering and redemption price per share

  $ 1.99  
         

Market Price Per Common Share

  $ 1.71  
         

Market Price (Discount) to Net Asset Value Per Common Share

    (14.07 )%

 

 

See accompanying Notes to Consolidated Financial Statements.

 

5

 

 

RENN Fund, Inc.

 

Consolidated Statement of Operations

For the Year Ended December 31, 2020

 

 

INVESTMENT INCOME

       

Income

       

Dividends (net of withholding tax of $236)

  $ 54,431  

Interest

    18,089  

Total investment income

    72,520  
         

Expenses

       

Fund accounting and administration fees

    73,039  

Shareholder reporting fees

    42,195  

Professional fees

    38,608  

Transfer agent fees and expenses

    25,521  

Custody fees

    21,328  

Stock exchange listing fees

    17,500  

Insurance fees

    11,128  

Miscellaneous expenses

    10,305  

Interest on line of credit

    543  

Interest on securities sold short

    49  

Total expenses

    240,216  

Net investment loss

    (167,696 )
         

Net Realized and Unrealized Loss:

       

Net realized gain (loss) on:

       

Short-term investments

    74  

Investments

    (3,956 )

Securities sold short

    (17,367 )

Foreign currency transactions

    (27 )

Net realized loss

    (21,276 )

Net change in unrealized appreciation/depreciation on:

       

Investments

    (309,475 )

Securities sold short

    665  

Foreign currency translations

    (219 )

Net change in unrealized appreciation/depreciation

    (309,029 )

Net realized and unrealized loss

    (330,305 )
         

Net Decrease in Net Assets from Operations

  $ (498,001 )

 

 

See accompanying Notes to Consolidated Financial Statements.

 

6

 

 

RENN Fund, Inc.

 

Consolidated Statements of Changes in Net Assets

 

 

   

For the
Year Ended
December 31, 2020

   

For the
Year Ended
December 31, 2019

 

INCREASE (DECREASE) IN NET ASSETS FROM

               

Operations

               

Net investment loss

  $ (167,696 )   $ (106,856 )

Net realized gain (loss) on investments, securities sold short, foreign currency transactions, and affiliated issuers

    (21,276 )     8,794  

Net change in unrealized appreciation/depreciation on investments, securities sold short, and foreign currency translations

    (309,029 )     1,790,843  

Net increase (decrease) resulting from operations

    (498,001 )     1,692,781  
                 

Capital Transactions

               

Proceeds from shares issued

          2,187,343  

Net increase resulting from capital transactions

          2,187,343  
                 

Total increase (decrease) in net assets

    (498,001 )     3,880,124  
                 

Net Assets

               

Beginning of period

    12,356,129       8,476,005  

End of period

  $ 11,858,128     $ 12,356,129  
                 

Capital Share Activity

               

Shares issued

          1,487,989  

Net increase in capital shares

          1,487,989  

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

RENN Fund, Inc.

 

Consolidated Statement of Cash Flows

For the Year Ended December 31, 2020

 

 

Increase/(Decrease) in Cash:

       

Cash flows provided by (used for) operating activities:

       

Net decrease in net assets resulting from operations

  $ (498,001 )

Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:

       

Sale of short-term investment

    1,247,790  

Change in money market funds, net

    332,337  

Purchase of investment securities

    (442,913 )

Proceeds from sale of investment securities

    7,828  

Proceeds from securities sold short

    6,470  

Cover short securities

    (22,497 )

Return of capital received

    181,736  

Decrease in dividends and interest receivable

    6,088  

Decrease in prepaid expenses and other assets

    9,380  

Increase in investment securities purchased payable

    10,731  

Increase in accrued expenses

    11,630  

Net change in unrealized appreciation/depreciation on securities

    309,029  

Net realized loss on investments and securities sold short

    21,249  

Net amortization on investments

    (265 )
         

Net cash provided by operating activities

    1,180,592  
         

Cash flows used for financing activities:

       

Payments on margin account

    (1,247,184 )

Net cash used for financing activities

    (1,247,184 )
         

Net decrease in cash

    (66,592 )
         

Cash and cash equivalents

       

Beginning cash balance

    182  

Beginning cash held at broker

    104,917  

Total beginning cash and cash equivalents

    105,099  
         

Ending cash balance

    32,843  

Ending cash held at broker

    5,664  

Total ending cash and cash equivalents

  $ 38,507  

 

See accompanying Notes to Consolidated Financial Statements.

 

8

 

 

RENN Fund, Inc.

 

Consolidated Financial Highlights(5)

 

 

For a capital share outstanding throughout each period

   

For the Year Ended December 31,

 
   

2020

   

2019

   

2018

   

2017

   

2016

 

Net asset value, beginning of period

  $ 2.08     $ 1.90     $ 1.47     $ 1.64     $ 1.37  

Income from Investment Operations:

                                       

Net investment loss(1)

    (0.03 )     (0.02 )     (0.04 )     (0.08 )     (0.17 )

Net realized and unrealized gain (loss) on investments

    (0.06 )     0.40       0.47       (0.09 )     0.44  

Total from investment operations

    (0.09 )     0.38       0.43       (0.17 )     0.27  
                                         

Capital Share Transactions

                                       

Dilutive effect of rights offering

          (0.20 )(2)                  
                                         

Net asset value, end of period

  $ 1.99     $ 2.08     $ 1.90     $ 1.47     $ 1.64  

Per-share market value, end of period

  $ 1.71     $ 1.64     $ 1.49     $ 1.50     $ 1.22  
                                         

Total net asset value return(3)

    (4.33 %)     9.47 %     29.25 %     (10.37 %)     19.71 %

Total market value return(3)

    4.25 %     10.07 %     (0.93 %)     22.95 %     35.56 %
                                         

Ratios and Supplemental Data

                                       

Net assets, end of period (in thousands)

  $ 11,858     $ 12,356     $ 8,476     $ 6,546     $ 7,339  
                                         

Ratio of expenses to average net assets

    2.35 %     2.03 %     2.89 %     5.99 %(4)     12.16 %(4)

Ratio of net investment loss to average net assets

    (1.64 %)     (0.98 %)     (2.06 %)     (5.60 %)(4)     (12.01 %)(4)
                                         

Portfolio turnover rate

    1 %     1 %     12 %     7 %     72 %

 

(1)

Based on average shares outstanding for the period.

 

(2)

Represents the impact of the Fund’s rights offering of 1,487,989 common shares in February 2019 at a subscription price based on a formula. See Note 10 for more information.

 

(3)

Total net asset value return measures the change in net asset value per share over the period indicated. Total market value return is computed based upon the Fund’s unrounded New York Stock Exchange market price per share and excludes the effects of brokerage commissions. Dividends and distributions are assumed, for purposes of these calculations, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan.

 

(4)

Average net assets have been calculated based on monthly valuations.

 

(5)

Consolidated for the years ended December 31, 2020, 2019 and 2018 only.

 

See accompanying Notes to Consolidated Financial Statements.

 

9

 

 

RENN Fund, Inc.

 

Consolidated Notes to Financial Statements

As of December 31, 2020

 

 

Note 1 – Organization

 

RENN Fund, Inc. (the “Fund”), is a registered, non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

 

The Fund, a Texas corporation, was organized and commenced operations in 1994 and is registered under and pursuant to the provisions of Section 8(a) of the 1940 Act.

 

The investment objective of the Fund is to provide shareholders with above-market rates of return through capital appreciation and income by a long-term, value oriented investment process that invests in a wide variety of financial instruments, including but not limited to, common stocks, fixed income securities including convertible and non-convertible debt securities or loans, distressed debt, warrants and preferred stock, exchange traded funds and exchange traded notes, and other instruments. In addition, the Fund may sell short stocks, exchange traded funds and exchange traded notes.

 

Horizon Kinetics Asset Management LLC (“Horizon” or the “Investment Advisor”), a registered investment adviser and wholly owned subsidiary of Horizon Kinetics LLC* (“Horizon Kinetics”), serves as the Fund’s investment manager and is responsible for the Fund’s investment portfolio, subject to the supervision of the Board of Directors.

 

*

Kinetics Asset Management LLC and Kinetics Advisers LLC reorganized into Horizon Asset Management LLC in April of 2019. Horizon Asset Management LLC was then renamed Horizon Kinetics Asset Management LLC. Kinetics Asset Management LLC and Kinetics Advisers LLC and Horizon Asset Management LLC were all wholly owned subsidiaries of Horizon Kinetics LLC and Horizon Kinetics Asset Management LLC remained a wholly owned subsidiary.

 

Note 2 – Accounting Policies

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

 

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”.

 

(a) Consolidation of Subsidiary

On December 5, 2017, The Renn Fund, Inc. (Cayman) (the “Subsidiary”) was organized as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund include the accounts of the Subsidiary. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. The Subsidiary is advised by Horizon and acts as an investment vehicle in order to effect certain investments consistent with the Fund’s investment objectives and policies specified in the Fund’s prospectus and statement of additional information. As of December 31, 2020 total assets of the Fund were $11,939,385, of which $292,823, or approximately 2.45%, represented the Fund’s ownership of the Subsidiary.

 

The Fund can invest up to 25% of its total assets in its Subsidiary. The Subsidiary acts as an investment vehicle in order to invest in commodity-linked and bitcoin linked instruments consistent with the Fund’s investment objectives and policies. By investing in its Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary’s investments. The investments held by the Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. The Subsidiary is not registered under the 1940 Act and is not subject to all the investor protections of the 1940 Act. However the Fund wholly owns and controls its Subsidiary, making it unlikely that the Subsidiary will take action contrary to the interests of the Fund. The Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund.

 

The Subsidiary is an exempted Cayman investment company and as such is not subject to Cayman Islands taxes at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation (“CFC”) not subject to U.S. income taxes. As a wholly-owned CFC, however, the Subsidiary’s net income and net capital gains will be included each year in the Fund’s investment company taxable income.

 

10

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

(b) Valuation of Investments

All investments are stated at their estimated fair value, as described in Note 5.

 

(c) Investment Transactions, Investment Income and Expenses

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the consolidated Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts or premiums on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method.

 

(d) Federal Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

 

The Fund follows the provisions of Accounting Standards Codification ASC 740, Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”), which requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Consolidated Statement of Operations.

 

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, any tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the open tax years ended December 31, 2017 through 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

(e) Distributions to Shareholders

The Fund will make distributions of net investment income and capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

 

The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.

 

(f) Short Sales

Short sales are transactions under which the Fund sells a security it does not own in anticipation of a decline in the value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. When a security is sold short a decrease in the value of the security will be recognized as a gain and an increase in the value of the security will be recognized as a loss, which is potentially limitless. Until the security is replaced, the Fund is required to pay the lender amounts equal to dividend or interest that accrue during the period of

 

11

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

the loan which is recorded as an expense. To borrow the security, the Fund also may be required to pay a premium or an interest fee, which are recorded as interest expense. Cash or securities may be segregated for the broker to meet the necessary margin requirements. The Fund is subject to the risk that it may not always be able to close out a short position at a particular time or at an acceptable price.

 

(g) Short-Term Investments

The Fund invested a significant amount (38.65% of its net assets as of December 31, 2020) in the Fidelity Investment Money Market Government Portfolio Fund (“FIGXX”). FIGXX normally invests at least 99.5% of assets in U.S. government securities and repurchase agreements for those securities. FIGXX invests in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of investments. An investment in FIGXX is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although FIGXX seeks to preserve the value of investment at $1.00 per share, it is possible to lose money by investing in FIGXX.

 

FIGXX files complete Semi-Annual and Annual Reports with the U.S. Securities and Exchange Commission for semi-annual and annual periods of each fiscal year on Form N-CSR. The Forms N-CSR are available on the website of the U.S. Securities and Exchange Commission at www.sec.gov, and may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The net expense ratio per the March 31, 2020 annual report of Fidelity Investment Money Market Government Portfolio Fund was 0.18%.

 

Note 3 – Principal Investment Risks

 

Investing in common stocks and other equity or equity-related securities has inherent risks that could cause you to lose money. Some of the principal risks of investing in the Fund are listed below and could adversely affect the net asset value (“NAV”), total return and value of the Fund and your investment. These are not the only risks associated with an investment in the Fund. Rather, the risks discussed below are certain of the significant risks associated with the investment strategy employed by the Fund. The below does not discuss numerous other risks associated with an investment in the Fund, including risks associated with investments in non-diversified, closed-end registered investment funds generally, other business, operating and tax risks associated with an investment in the Fund, and economic and other risks affecting investment markets generally, all of which are beyond the scope of this discussion.

 

Liquidity Risks: The Investment Advisor may not be able to sell portfolio securities at an optimal time or price. For example, if the Fund is required or the advisor deems it advisable to liquidate all or a portion of a portfolio security quickly, it may realize significantly less than the value at which the investment was previously recorded.

 

Private Issuer Risks: In addition to the risks associated with small public companies, limited or no public information may exist about private companies, and the Fund will rely on the ability of our Investment Advisor to obtain adequate information to evaluate the potential returns from investing in these companies. If the Investment Advisor is unable to uncover all material information about these companies, the Fund may not make a fully informed investment decision and may lose money on the investment.

 

Interest Rate Risk: When interest rates increase, any fixed-income securities held by the Fund may decline in value. Long-term fixed-income securities will normally have more price volatility because of this risk than short-term fixed-income securities. The negative impact on fixed-income securities from the resulting rate increases for that and other reasons could be swift and significant.

 

Leveraging Risks: Investments in derivative instruments may give rise to a form of leverage. The Investment Advisor may engage in speculative transactions which involve substantial risk and leverage. The use of leverage by the Investment Advisor may increase the volatility of the Fund. These leveraged instruments may result in losses to the Fund or may adversely affect the Fund’s NAV or total return, because instruments that contain leverage are more sensitive to changes in interest rates. The Fund may also have to sell assets at inopportune times to satisfy its obligations in connection with such transactions.

 

Distressed Debt Risks: An investment in distressed debt involves considerable risks, including a higher risk of nonpayment by the debtor. The Fund may incur significant expenses seeking recovery upon default or attempting to negotiate new terms. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, a bankruptcy court might re-characterize the debt held by the Fund and subordinate all or a portion of the Fund’s claim to claims of other creditors, even, in some cases, if the investment is structured as senior secured debt. The bankruptcy process has a number of significant inherent risks, including substantial delays and the risk of loss of all or a substantial portion of the Fund’s investment in the bankrupt entity.

 

12

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

Bitcoin Risk: The value of the Fund’s investment in the Grayscale Bitcoin Trust is subject directly to fluctuations in the value of bitcoins. The value of bitcoins is determined by the supply of and demand for bitcoins in the global market for the trading of bitcoins, which consists of transactions on electronic bitcoin exchanges (“Bitcoin Exchanges”). Pricing on Bitcoin Exchanges and other venues can be volatile and can adversely affect the value of the Grayscale Bitcoin Trust. Currently, there is relatively small use of bitcoins in the retail and commercial marketplace in comparison to the relatively large use of bitcoins by speculators, thus contributing to price volatility that could adversely affect the Fund’s direct investment in the Grayscale Bitcoin Trust. Bitcoin transactions are irrevocable, and stolen or incorrectly transferred bitcoins may be irretrievable. As a result, any incorrectly executed bitcoin transactions could adversely affect the value of the Fund’s direct or indirect investment in the Grayscale Bitcoin Trust. Shares of the Grayscale Bitcoin Trust may trade at a premium or discount to the net asset value of the Grayscale Bitcoin Trust.

 

Short-Selling Risk: The Fund can sell securities short to the maximum extent permitted under the Investment Company Act of 1940 (the “1940 Act”). A short sale by the Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund. If the value of the security sold short increases between the time that the Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund.

 

Investments in Leveraged/Inverse ETFs and ETNs: The Fund may invest long or short in leveraged/inverse ETFs and ETNs. Leveraged/inverse ETFs and ETNs are designed for investors who seek leveraged long or leveraged inverse exposure, as applicable, to the daily performance of an index. These instruments do not guarantee any return of principal and do not pay any interest during their term. In general, investors will be entitled to receive a cash payment, upon early redemption or upon acceleration, as applicable, that will be linked to the performance of an underlying index, plus a daily accrual and less a daily investor fee. Investors should be willing to forgo interest payments and, if the index on which the ETF or ETN is based declines or increases, as applicable, be willing to lose up to 100% of their investment. In many instances a leveraged or inverse ETF or ETN will seek to provide an investor with a corresponding multiple of the index it tracks (e.g., a three times leveraged long ETF that tracks the S&P 500 Index seeks to provide investors with three times the positive rate of return of the S&P 500 Index on a daily basis). Such ETFs and ETNs are very sensitive to changes in the level of their corresponding index, and returns may be negatively impacted in complex ways by the volatility of the corresponding index on a daily or intraday basis.

 

Note 4 – Investment Advisory Agreement

 

The Fund entered in to an Investment Advisor Agreement (the “Agreement”) with Horizon. Under the Agreement, Horizon is not paid an advisory fee on net assets less than $25 million and thereafter will charge a management fee of 1.0% on net assets above $25 million. Horizon performs certain services, including certain management, investment advisory and administrative services necessary for the operation of the Fund.

 

Note 5 – Fair Value Measurements

 

Investments are carried at fair value, as determined in good faith by Horizon, subject to the approval of the Fund’s Board of Directors. The fair values reported are subject to various risk including changes in the equity markets, general economic conditions, and the financial performance of the companies. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the fair value of investment securities, it is possible that the amounts reported in the accompanying financial statements could change materially in the near term.

 

13

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

The Fund generally invests in common securities, preferred securities, convertible and nonconvertible debt securities, and warrants. These securities may be unregistered and thinly-to-moderately traded. Generally, the Fund negotiates registration rights at the time of purchase and the portfolio companies are required to register the shares within a designated period, and the cost of registration is borne by the portfolio company.

 

On a daily basis, as is necessary, Horizon prepares a valuation to determine fair value of the investments of the Fund. The Board of Directors approves the valuation on a quarterly basis. Interim board involvement may occur if material issues arise before quarter end. The valuation principles are described below.

 

Unrestricted common stock of companies listed on an exchange, such as the NYSE or NASDAQ, or in the over-the-counter market is valued at the closing price on the date of valuation. Thinly traded unrestricted common stock of companies listed on an exchange, such as the NYSE or NASDAQ, or in the over-the-counter market is valued at the closing price on the date of valuation, less a marketability discount as determined appropriate by the Fund Managers and approved by the Board of Directors.

 

Restricted common stock of companies listed on an exchange, such as the NYSE or NASDAQ, or in the over-the-counter market is valued based on the quoted price for an otherwise identical unrestricted security of the same issuer that trades in a public market, adjusted to reflect the effect of any significant restrictions.

 

The unlisted preferred stock of companies with common stock listed on an exchange, such as the NYSE or NASDAQ, or in the over-the-counter market is valued at the closing price of the common stock into which the preferred stock is convertible on the date of valuation.

 

Debt securities are valued at fair value. The Fund considers, among other things, whether a debt issuer is in default or bankruptcy. It also considers the underlying collateral. Fair value is generally determined to be the greater of the face value of the debt or the market value of the underlying common stock into which the instrument may be converted.

 

The unlisted in-the-money options or warrants of companies with the underlying common stock listed on an exchange, such as the NYSE or NASDAQ, or in the over-the-counter market are valued at fair value (the positive difference between the closing price of the underlying common stock and the strike price of the warrant or option). An out-of-the money warrant or option has no value; thus the Fund assigns no value to it.

 

Investments in privately held entities are valued at fair value. If there is no independent and objective pricing authority (i.e., a public market) for such investments, fair value is based on the latest sale of equity securities to independent third parties. If a private entity does not have an independent value established over an extended period of time, then the Investment Advisor will determine fair value on the basis of appraisal procedures established in good faith and approved by the Board of Directors.

 

The Fund follows the provisions of Accounting Standards Codification ASC 820, Fair Value Measurements, under which the Fund has established a fair value hierarchy that prioritizes the sources (“inputs”) used to measure fair value into three broad levels: inputs based on quoted market prices in active markets (Level 1 inputs); observable inputs based on corroboration with available market data (Level 2 inputs); and unobservable inputs based on uncorroborated market data or a reporting entity’s own assumptions (Level 3 inputs).

 

The following table shows a summary of investments measured at fair value on a recurring basis classified under the appropriate level of fair value hierarchy as of December 31, 2020:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets

                               

Convertible Bonds

  $     $     $     $  

Common Equities

    7,175,742                   7,175,742  

Exchange Traded Funds

    5,138                       5,138  

Money Market Funds

    4,666,513                   4,666,513  

Preferred Stocks

                50,000       50,000  

Total Investments

  $ 11,847,393     $     $ 50,000     $ 11,897,393  
 

 

14

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               

Securities Sold Short

                               

Exchange Traded Funds

  $ 675     $     $     $ 675  

Total Liabilities

  $ 675     $     $     $ 675  
 

 

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:

 

 

 

Value

 

Beginning balance December 31, 2019

  $  

Transfers into Level 3 during the period

     

Change in unrealized appreciation/(depreciation)

    (181,736 )

Total realized gain/(loss)

     

Purchases

    50,000  

Sales

     

Return of capital distributions

    181,736  

Transfers out of Level 3 during the period

     

Ending balance December 31, 2020

  $ 50,000  
 

 

Investments in portfolio companies are being classified as Level 3. At December 31, 2020, Petrohunter Energy Corporation was valued at $0 due to bankruptcy proceedings and thus qualifies as a Level 3 security. Also at December 31, 2020, Diamond Standard, Inc., was valued at $50,000 given that the company is a private company and shares are illiquid, thus qualifying as a Level 3 security. The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for these investments classified as Level 3 as of December 31, 2020:

 

Quantitative Information about Level 3 Fair Value Measurements

Portfolio Investment
Company

Valuation
Technique

Unobservable
Input

 

Input Range

   

Valuation
Weighted
Average of
Input

   

Value at
12/31/20

   

Impact to
Valuation
from an
Increase in
Input*

 

Petrohunter Energy Corporation

                                 

Convertible Bond

Asset Approach

Bankruptcy Recovery

  $ 0.00     $ 0.00     $ 0       Increase  

Common Stock

Asset Approach

Bankruptcy Recovery

  $ 0.00     $ 0.00     $ 0       Increase  

Diamond Standard, Inc.

                                 

Common Stock

Asset Approach

Precedent Transaction

  $ 6.00     $ 6.00     $ 50,000       Increase  

 

*

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.

 

The Fund has adopted a policy of recording any transfers of investment securities between the different levels in the fair value hierarchy as of the end of the year unless circumstances dictate otherwise.

 

15

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

Note 6 – Federal Income Tax Information

 

At December 31, 2020, gross unrealized appreciation and depreciation on investments and securities sold short, based on cost for federal income tax purposes were as follows:

 

Cost of investments

  $ 18,077,088  

Gross unrealized appreciation

  $ 3,673,444  

Gross unrealized depreciation

    (9,853,814 )

Net unrealized depreciation on investments

  $ (6,180,370 )

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to investments in passive foreign investment companies (PFICs).

 

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2020, permanent differences in book and tax accounting have been reclassified to paid-in capital and distributable earnings/(deficit) as follows:

 

 

Increase (Decrease)

 
 

Paid-in Capital

   

Distributable
Earnings/Deficit

 
  $ (157,997 )   $ 157,997  

 

As of December 31, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term capital gains

     

Tax accumulated earnings

     

Accumulated capital and other losses

    (13,368,455 )

Net unrealized depreciation on investments

    (6,180,370 )

Net unrealized appreciation on foreign currency translations

    2  

Total accumulated deficit

  $ (19,548,823 )

 

As of December 31, 2020, the Fund had accumulated capital loss carryforwards as follows:

 

Not subject to expiration:

       

Short-term

  $ 184,411  

Long-term

    13,160,229  
    $ 13,344,640  

 

To the extent that a fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward. Future capital loss carryforward utilization in any given year may be subject to Internal Revenue Code limitations.

 

There were no distributions during the years ended December 31, 2020 and 2019.

 

Note 7 – Investment Transactions

 

For the year ended December 31, 2020, purchases and sales of investments, excluding short-term investments, were $442,913 and $7,828, respectively. Securities sold short and short securities covered were $6,470 and $22,497, respectively, for the same period.

 

16

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2020

 

 

Note 8 – Borrowings

 

The Fund has entered into a margin agreement with Fidelity Brokerage Services, LLC, which allows the Fund to borrow money. The margin agreement is not made for any specific term or duration but is due and payable at the brokerage firm’s discretion. The Fund has a policy allowing it to borrow not more than 33% of the Fund’s Net Asset Value as of the time of borrowing for purposes of taking advantage of investments deemed to be in the best interest of the Fund or to borrow such amounts as deemed necessary and prudent as a temporary measure for extraordinary or emergency purposes. Federal regulations under the 1940 Act require that the Fund maintain asset coverage in relation to any borrowed amount.

 

The average interest rate, average loan balance, maximum outstanding and amount recorded as interest expense for the Fidelity Brokerage Services LLC margin account for the 6 days the Fund had outstanding borrowings were 2.61%, $1,247,184, $1,247,184 and $543, respectively. At December 31, 2020 the Fund had no outstanding borrowings under the margin account.

 

Note 9 – Indemnifications

 

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. 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 expects the risk of loss to be remote.

 

Note 10 – Capital Share Transactions

 

On February 14, 2019, the Fund issued 1,487,989 new common shares in connection with a rights offering. Stockholders of record date December 28, 2018 were issued non-transferable rights for every share owned on that date. The rights entitled the stockholders to purchase one new common share for every three rights held, not including additional subscription privileges.

 

The subscription price was equal to lesser of (i) 105% of average closing NAV per share over the three days of trading leading up to and including the expiration of the expiration Date and (ii) 90% of the average closing market price per share over the three days of trading leading up to and including the expiration Date. The final subscription price was $1.47 per share, which resulted in proceeds to the Fund of $2,187,343. Horizon paid all expenses relating to the offering.

 

Note 11 – COVID-19 Risks

 

In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Fund, including political, social and economic risks. Any such impact could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment in the Fund. The ultimate impact of COVID-19 on the financial performance of the Fund’s investments is not reasonably estimable at this time.

 

Note 12 – Events Subsequent to the Fiscal Period End

 

The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.

 

17

 

 

RENN Fund, Inc.

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Directors
of RENN Fund, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities of RENN Fund, Inc. (the “Fund”), including the consolidated schedule of investments, as of December 31, 2020, the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the consolidated statement of cash flows for the year then ended, and the consolidated financial highlights for each of the four years in the period then ended (consolidated for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 only), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Fund as of December 31, 2020, the consolidated results of its operations for the year then ended, the consolidated changes in its net assets for each of the two years in the period then ended, the consolidated cash flows for the year then ended, and the consolidated financial highlights for each of the four years in the period then ended (consolidated for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 only), in conformity with accounting principles generally accepted in the United States of America. The financial highlights for the year ended December 31, 2016 have been audited by other auditors, whose report dated February 28, 2017 expressed an unqualified opinion on such financial highlights.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2017.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian and brokers or through other appropriate audit procedures where replies from brokers were unable to be obtained. We believe that our audits provide a reasonable basis for our opinion.

 

 

Philadelphia, Pennsylvania
March 1, 2021

 

18

 

 

RENN Fund, Inc.

 

Other Information

December 31, 2020 (Unaudited)

 

 

Quarterly Reports

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-PORT. A copy of each such Form N-PORT is available on the SEC’s website at www.sec.gov.

 

Proxy Voting Policies and Procedures

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, upon request by calling collect (646) 495-7330. You may also obtain the description on the Fund’s website at www.horizonkinetics.com

 

Portfolio Proxy Voting Records

 

The Fund’s record of proxy voting regarding portfolio securities is presented each year for the 12-month period ended June 30. It is filed with the SEC on Form N-PX and is available by calling collect (646) 495-7330 and on the SEC’s website at www.sec.gov.

 

Matters Submitted for Shareholder Votes

 

During the year covered by this report, issues were presented to the shareholders for their vote at a Meeting of Shareholders on September 15, 2020.

 

The record date for determination of shareholders entitled to vote was July 24, 2020. As of the record date there were outstanding 5,951,956 shares of the Fund’s Common Stock, constituting all of the outstanding voting securities of the Fund. Each such share was entitled to one vote. At the Meeting, the holders of 4,210,712 shares, or 70.75%, of the Fund’s Common Stock were represented in person or by proxy, constituting a quorum.

 

For all Proposals, percentages shown are based on the number of the outstanding voting securities of the Fund. The issues presented and the results of the voting thereon are as follows:

 

Proposal One - At the Annual Meeting, a vote by ballot was taken to elect Alice C. Brennan as a Class One Director of the Fund, who is to hold office for a term of three (3) years or until her successor is elected and qualified. The Inspector of Elections conducted the voting and counted and determined the number of shares of Common Stock voted in the election of the director and do hereby declare and certify that votes cast in the election of the director were as follows:

 

Nominee: Alice C. Brennan

 

Votes For
4,052,946.103 (68.09%)

 

Votes
Against
53,512 (0.90%)

 

Votes
Abstaining
104,253 (1.75%)

 

Broker
Non-Votes
0

 

19

 

 

RENN Fund, Inc.

 

other information (Continued)
December 31, 2020 (Unaudited)

 

 

Proposal Two - At the Annual Meeting, a vote by ballot was taken to elect Eric Sites as a Class One Director of the Fund, who is to hold office for a term of three (3) years or until his successor is elected and qualified. The Inspector of Elections conducted the voting and counted and determined the number of shares of Common Stock voted in the election of the director and do hereby declare and certify that votes cast in the election of the director were as follows:

 

Nominee: Eric Sites

 

Votes For
3,561,712.103 (59.84%)

 

Votes
Against
544,744 (9.15%)

 

Votes
Abstaining
104,253 (1.75%)

 

Broker
Non-Votes
0

 

Proposal Three - At the Annual Meeting, a vote by ballot was taken for the ratification of the appointment by the Fund’s Board of Directors of Tait, Weller & Baker LLP, as the auditor of the Fund for the fiscal year ended December 31, 2020. The Inspector of Elections conducted the voting and counted and determined the number of shares of Common Stock voted with respect to the proposal and do hereby declare and certify that the votes cast for the ratification of the appointment by the Fund’s Board of Directors of Tait, Weller & Baker LLP, as the auditor of the Fund for the fiscal year ended December 31, 2020 were as follows:

 

Votes For
4,134,095.103 (69.46%)

 

Votes Against
1,477 (0.02%)

 

Votes
Abstaining
75,139 (1.26%)

 

Dividend Reinvestment Plan

 

Pursuant to the Fund’s Dividend Reinvestment and Cash Purchase Plan (the “Plan”), a stockholder whose shares are registered in his or her own name will be deemed to have elected to have all dividends and distributions automatically reinvested in Fund shares unless he or she elects otherwise on a current basis. Stockholders whose shares are held in nominee names will likewise be treated as having elected to have their dividends and distributions reinvested. You may elect to receive cash distributions, net of withholding tax, by requesting an election form from the Fund’s Plan Agent, American Stock Transfer & Trust Co. You may terminate participation by notifying the Plan Agent in writing. If notice is received by the Plan Agent not less than 10 days prior to any dividend or distribution it will be effective immediately. Information regarding income tax consequences should be directed to your tax consultant – the Plan will furnish information by January 31 following the year of distribution as to the category of income that the distributions represent. Your questions regarding the Plan should be directed to the Fund’s Plan Agent, American Stock Transfer & Trust Company, LLC., whose telephone number is (718) 921-8200 extension 6412 and whose address is 6201 15th Ave, Brooklyn, NY 11219-5498.

 

20

 

 

RENN Fund, Inc.

 

other information (Continued)
December 31, 2020 (Unaudited)

 

 

Consideration of the Investment Advisory Agreement

 

At a meeting of the Board of Directors held on June 16, 2020, the Directors, by a unanimous vote (including a separate vote of those Directors who are not “interested persons” (as the term is defined in the 1940 Act), approved the Investment Advisory Agreement (“Advisory Agreement”) for the Renn Fund, Inc.

 

In approving the Advisory Agreement, the Fund’s Board of Directors reviewed certain materials furnished by Horizon Kinetics Asset Management LLC (“Horizon Kinetics”), which included information on Horizon Kinetics’ investment approach, including the strategy for the Fund. In approving the Advisory Agreement, the Board of Directors considered a number of factors, including those described below. In light of the broad scope of factors and information considered, the Directors did not find it practicable to quantify or assign relative weights to the specific factors. The approval determinations were made on the basis of each Director’s business judgment after consideration of all the factors taken as a whole, although individual directors may have given different weights to certain factors and assigned various degrees of materiality to factors considered. Among other things, the Board considered the following matters and reached the following conclusions:

 

Nature, Extent and Quality of Investment Advisory Services. The Board, including the independent Directors, considered the nature, extent and quality of investment advisory services to be provided by Horizon Kinetics to the Fund. The Board reviewed the personnel and resources of Horizon Kinetics, including the education and experience of its investment professionals, and concluded that the services to be provided by Horizon Kinetics are appropriate and that the Fund is likely to benefit from the same.

 

Investment Performance. The Board reviewed the historical performance of the Fund and compared such prior performance with the performance of comparable advisers and investment companies. Although Horizon Kinetics does not currently manage any investment funds similar in size and scope to the Fund, the Board concluded that the favorable performance of Horizon Kinetics demonstrated by such comparisons was an important factor in their evaluation of the quality of services expected to be provided by Horizon Kinetics under the Advisory Agreement.

 

Costs of the Services Provided to the Fund. The Board considered comparative data from publicly available information with respect to services rendered and the advisory fees paid to investment advisors of other investment companies with similar investment objectives. The Board also considered the Fund’s operating expenses and expense ratio compared to such other companies, as well as how those might change as a result of the Advisory Agreement. Based on its review, the Board concluded that the fee structure under the Advisory Agreement was extremely favorable for shareholders given that the Fund does not pay any management fee on net assets less than $25 million. As of December 31, 2019, the Fund’s net assets were approximately $12.3 million. The Board also considered whether any indirect benefits would be expected to be realized by Horizon Kinetics from its relationship with the Fund. Although the terms of the proposed Investment Advisory Agreement contemplate that Horizon Kinetics may enter into “soft dollar” arrangements with non-affiliate brokers or dealers, as is typical in the industry, Horizon Kinetics has informed the Board that its current policies do not permit Horizon Kinetics to enter into such arrangements.

 

Profitability of the Investment Adviser. The Board reviewed the financial condition of Horizon Kinetics, which it determined to be sound, and the expected profitability of Horizon Kinetics as the Fund’s investment adviser, and concluded that the lack of management fees payable to Horizon Kinetics currently and the management fees that would be payable to Horizon Kinetics if assets were to increase above $25 million were reasonable taking into account the fees charged by other advisers for managing comparable investment companies.

 

Conflicts of Interest. The Board evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the advisory personnel that will be assigned to the Fund; the basis of decisions to buy or sell securities for the Fund; and the substance and administration of Horizon Kinetics’ Code of Ethics. The Board concluded that Horizon Kinetics’ standards and practices relating to the identification and mitigation of possible conflicts of interests were satisfactory and reasonable in light of its business.

 

Based on the information provided to the Board and its evaluation thereof, the Board, including a majority of independent directors, voted to approve the Advisory Agreement.

 

21

 

 

RENN Fund, Inc.

 

Directors and Officers

December 31, 2020 (Unaudited)

 

 

Interested Directors and Officers:

Name, Age
and Address

Positions
Held

Term of Office(1)
and Length
of Service

Position(s) Held with the Fund, Principal Occupation(s)
Current Portfolios in Fund During Past 5
Years, and Other Directorships

Murray Stahl

 

470 Park Avenue South,
New York, New York 10016

 

Age: 67

Class Three Director of the Fund, President, Chief Executive Officer, Chairman of the Board

Since July 2017

Chairman, Chief Executive Officer and Chief Investment Strategist of Horizon Kinetics LLC (including Horizon Asset Management LLC since 1994; Kinetics Asset Management LLC and Kinetics Advisers, LLC since 2000) (Principal occupation).

 

Other Directorships:

Director, MSRH, LLC (2013-Present); Chairman, the FRMO Corp. (OTC Pink: FRMO) (2001 – Present); Director, Kinetics Mutual Funds, Inc. (2000 – Present); Director, Bermuda Stock Exchange (2014 – Present); Chairman, Minneapolis Grain Exchange (2013-Present); Director, Winland Electronics, Inc. (2015-2020); Director, IL&FS Securities Services Ltd (2008-2020); Director, Texas Pacific Land Corporation (2021-Present).

Russell Cleveland1

 

11520 North Central Expressway, Suite 162,
Dallas, Texas 75243.

 

Age: 82

Class Three Director of the Fund

Since 1994

 

Director of AnchorFree, Inc. (2012 – 2018); Director of iSatori, Inc., formerly a Portfolio company (Nutraceutical Preparations) (2003 – 2015); Director of Cover-All Technologies, Inc., a non- portfolio public company (Insurance Software Licensing and Maintenance) (2003 – 2015); Director of Access Plans, Inc. (Direct Mail and Advertising) (2008-2009); Director of BPO Management Services, Inc. (Business Process Outsourcing) (2006-2011); Director of CaminoSoft (Systems Software) (2004-2011) Director, RENN Universal Growth Investment Trust, PLC (1994-2015).

Eric Sites

 

470 Park Avenue South,
New York, New York 10016

 

Age: 42

Class One Director of the Fund

Since July 2017

Portfolio Manager, Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC) (Principal occupation) (2004-Present); Director, Bermuda Stock Exchange (2016-Present); Director, IL&FS Securities LTD (2020-Present).

Independent Directors

Name, Age
and Address

Positions
Held

Term of Office(1)
and Length
of Service

Principal Occupation(s)
During Past 5 Years

Alice C. Brennan

 

470 Park Avenue South,
New York, New York 10016

 

Age: 68

Class One Director of the Fund

 

Since July 2017

Independent Consultant (legal and compliance risk oversight)(2014-Present); Associate General Counsel, Chief Compliance Officer & Chief Trademark and Copyright Counsel, Verizon Wireless (2000-2014).

 

22

 

 

RENN Fund, Inc.

 

DIRECTORS AND OFFICERS (Continued)
December 31, 2020 (Unaudited)

 

 

Name, Age
and Address

Positions
Held

Term of Office(1)
and Length
of Service

Principal Occupation(s)
During Past 5 Years

Herbert M. Chain

 

470 Park Avenue South,
New York, New York 10016

 

Age: 68

Class Two Director of the Fund

Since July 2017

Senior Director, Marks Paneth (2020-present); Assistant Professor and Executive Director, Center for Executive Education, St. John’s University (2017-2020); Founder and Managing Member, HMC Business Consulting LLC (financial reporting and controls) (2015-Present); Adjunct Professor, St. John’s University (2011-2017; 2020-present); Adjunct Instructor, New York University (2015-2016); Audit Partner, Deloitte & Touche LLP (1988-2015).

 

Other Officers

Name, Age
and Address

Positions
Held

Term of Office(1)
and Length
of Service

Principal Occupation(s)
During Past 5 Years

Jay Kesslen

 

470 Park Avenue South,
New York, New York 10016

 

Age: 48

Vice-President, Chief Compliance Officer

Since July 2017

General Counsel, Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC, each a SEC registered investment adviser) (Principal occupation) (2011-Present); Chief Compliance Officer, Horizon Kinetics LLC (2015-2016).

 

General Counsel, the FRMO Corp. (OTC Pink: FRMO) (2014-Present).

Hugh Ross

 

470 Park Avenue South,
New York, New York 10016

 

Age: 53

Treasurer

Since July 2017(2)

Chief Operating Officer, Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC, each a SEC registered investment adviser) (Principal occupation) (2011-Present).

Russell Grimaldi

 

470 Park Avenue South,
New York, New York 10016

 

Age: 41

Secretary

Since July 2017

Chief Compliance Officer, Horizon Kinetics LLC (including Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC, each a SEC registered investment adviser) (Principal occupation) (2017-Present); Associate General Counsel, Horizon Kinetics LLC (2011-Present).

 

(1)

Mr. Cleveland is currently considered an “interested person” of the Fund as defined by Section 2(a)(19) of the 1940 Act by virtue of being a Director and limited partner in the Cleveland Family Limited Partnership, which owns more than 5% of the Fund’s securities.

 

(2)

Subsequent to period end on January 31, 2021, Mr. Ross resigned from his position.

 

23

 

 

RENN Fund, Inc.

 

Service Providers

December 31, 2020 (Unaudited)

 

 

Corporate Offices

 

RENN Fund, Inc.
c/o Horizon Kinetics Asset Management LLC — 8th Floor South
470 Park Avenue South
New York, NY 10016
Phone: (646) 291-2300
Fax: (646) 403-3597
Website: www.rencapital.com

 

Registrar and Transfer Agent

 

American Stock Transfer &
Trust Company, LLC
6201 15th Ave.
Brooklyn, NY 11219
Phone: (877) 749-4980 extension 6412

 

Fund Administrator

 

UMB Fund Services
235 W. Galena Street
Milwaukee, WI 53212-3949
Phone: (414) 299-2200

 

Independent Registered Public Accounting Firm

 

Tait, Weller & Baker LLP
50 South 16th Street, Suite 2900
Philadelphia, PA 19102
Phone: (215) 979-8800

 

24

 

 

This page intentionally left blank.

 

 

 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. Herbert M. Chain is qualified to serve as the audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the year ended December 31, 2020. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table presents fees paid by the Fund for professional services rendered by Tait, Weller & Baker LLP for the year ended December 31, 2020 and for the year ended December 31, 2019.

 

   2020   2019 
Fee Category  Fees   Fees 
Audit Fee  $29,000   $29,000 
Audit-Related Fees  $-   $- 
Tax Fees  $4,000   $4,000 
Total Fees  $33,000   $33,000 

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by Tait, Weller & Baker LLP for the year ended December 31, 2020 and for the year ended December 31, 2019, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE 12/31/2020 FYE 12/31/2019
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

 

 

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Non-Audit Related Fees FYE 12/31/2020 FYE 12/31/2019
Registrant 0 0
Registrant’s Investment Adviser 0 0

 

Item 5. Audit Committee of Listed Registrants.

 

The Registrant has an Audit Committee which was established by the Board of Directors of the Fund in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the Registrant’s Audit Committee are Herbert M. Chain and Alice C. Brennan.

 

Item 6. Schedule of Investments.

 

See the Annual Report to Shareholders under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

I. INTRODUCTION AND OVERVIEW

 

Horizon Kinetics LLC (“HK”), on behalf of Horizon Kinetics Asset Management LLC (“Horizon”), (Horizon will be referred to as the “Adviser”) has adopted these Proxy Voting Policies and Procedures (“Proxy Policies and Procedures”) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with respect to the voting of client proxies. Horizon is the investment adviser to retail and institutional separate accounts, various private funds, and a registered investment company, Kinetics Mutual Funds, Inc., which invests all of its investable assets in a corresponding portfolio series of the Kinetics Portfolio Trust (collectively the investment products managed by the Adviser, referred to herein as the “Clients”). Horizon is also sub-adviser to certain UCITs products, a closed-end fund and acts as sub-adviser to registered investment companies.

 

Pursuant to these Policies and Procedures, the Adviser shall vote proxies (a) on behalf of Kinetics Portfolios Trust (b) the RENN Fund, Inc. and (c) on behalf of their other Clients, for whom the Adviser has been given and agreed to accept voting authority. The fundamental guideline followed by the Adviser in voting proxies is to ensure that the manner in which shares are voted is in the best interests of their Clients and the values of the investments.

 

II. ADMINISTRATION

 

Proxy Voting Administration Through the Institutional Shareholder Services System: The Adviser has delegated responsibility for the administration of proxy voting to Institutional Shareholder Services Inc. (“ISS”), a Delaware corporation.

 

Responsibilities of ISS:

a.process all proxies received in connection with underlying portfolio securities held by the Adviser’s Clients;

 

 

 

b.apply ISS’ proxy voting procedures (hereinafter, the “ISS Proxy Voting Guidelines”), which the Adviser has reviewed, analyzed, and determined to be consistent with the views of the Adviser on the various types of proxy proposals1; and

 

c.maintain appropriate records of proxy voting that are easily-accessible by appropriate authorized persons of ISS.

 

 

1In cases where ISS cannot provide a recommendation, they will notify the Adviser, or otherwise will vote “No.”

 

Responsibilities of the Adviser:

 

The Adviser’s Policies and Procedures incorporate the ISS Proxy Voting Guidelines, to the extent appropriate. A copy of the current ISS Proxy Voting Guidelines Summary is attached hereto at Appendix A and is incorporated herein by reference.

 

The Adviser, as appropriate, authorize and instruct each Client’s custodian to forward all proxy statements and ballots directly to ISS, who votes the proxies. The Adviser reviews and updates ISS’ Client list on a periodic basis.

 

When the ISS Proxy Voting Guidelines do not cover a specific proxy issue, and ISS does not provide a recommendation, ISS notifies the Adviser’s Proxy Administrator and the Legal and Compliance Department. The Proxy Administrator will review the proxy with the Chief Compliance Officer (“CCO”), General Counsel (“GS”) or Chief Investment Strategist (“CIS”), or their delegate(s), to determine whether the Adviser should vote the proxy. In determining whether to vote a particular proxy, the Adviser will consider a variety of factors, including, but not limited to, the costs associated with voting, whether the proxy is in a foreign market and the feasibility of registering in that market, and the potential benefit derived from the vote. If the Adviser determines to vote the proxy, the Proxy Administrator will instruct ISS accordingly.

 

In evaluating how to vote a proxy, the CCO, GC, CIS, or their delegate(s) may consider a variety of factors, including, but not limited to, information from various sources, including management of a company presenting a proposal, shareholder groups, and independent proxy research services. The CCO, GC, CIS, or their delegate(s) will use his or her best judgment in voting proxies on behalf of Clients.

 

Proxy Administrator. The Adviser designates the General Counsel, or his designee(s) as its Proxy Administrator (“Proxy Administrator”). In addition to the duties described above, the Proxy Administrator also reviews questions and responds to inquiries from Clients and mutual fund shareholders pertaining to proxy issues and corporate responsibility.

 

Monitoring the ISS Proxy Voting Guidelines. Periodically, on request, the Adviser will require ISS to provide a report and/or representation that all proxies voted by ISS on behalf of the Adviser’s Clients during the applicable period were voted in accordance with the ISS Proxy Voting Guidelines.

 

The CCO, GC or CIS of the Adviser and the Proxy Administrator shall review the ISS Proxy Voting Guidelines on a yearly basis to determine whether these guidelines continue to be consistent with the Adviser’s views on the various types of proposals covered by the ISS Proxy Voting Guidelines. The CCO, GC or CIS will also review any material changes made by ISS to the ISS Proxy Voting Guidelines.

 

When reviewing the ISS Proxy Voting Guidelines, the Adviser will consider, among other things, whether the Guidelines are designed to vote proxies in a manner consistent with the goal of voting in the best interest of its Clients. The Adviser also shall review the Adviser’s Proxy Policies and Procedures and the ISS Proxy Voting Guidelines to make certain that both comply with any new rules promulgated by, or interpretations issued by, the SEC or other relevant regulatory policies.

 

 

 

Conflicts of Interest

 

ISS issues voting recommendations and casts proxy votes strictly in accordance with pre- determined proxy voting guidelines, which the Adviser believes is in the best interests of their clients. The adherence to pre-determined proxy voting guidelines by the Adviser and ISS helps reduce conflicts of interests and helps ensure that proxy votes are cast in accordance with the best interests of the Adviser’s Clients.

 

Nevertheless, if a proxy proposal were to create a conflict of interest between the interests of a Client and those of the Adviser, the proxy will be voted strictly in conformity with the recommendation of ISS.

 

To the extent ISS has a conflict of interest as it relates to the recommendation of a proxy proposal, the Adviser has established measures reasonably designed to identify and address ISS’ conflicts of interest. The Adviser has contractually agreed with ISS such that ISS is required to immediately notify the Adviser if ISS believes there exists a conflict with its obligation to issue proxy proposal recommendations. Such notice shall contain a disclosure which shall enable the Adviser to (a) understand the relationship or interest and the steps taken by ISS to mitigate the conflict, and (b) make an assessment of the reliability or objectivity of the recommendation. The Adviser shall also periodically review the ISS report detailing the reasoning behind particular proposal recommendations and in instances where the Adviser determines the reasoning is biased or otherwise inconsistent with ISS’ obligations, the Adviser shall review and vote such proxy proposals without regard to ISS’ recommendation. Moreover, the Adviser shall conduct periodic due diligence on ISS, with a goal of identifying any material relationships with publicly traded companies that may create potential conflicts of interest in the future. The Adviser will memorialize instances where they were conflicted and instances where the Adviser or ISS determine that ISS is conflicted.

 

To monitor compliance with these procedures, any proposed or actual deviation from a recommendation of ISS must be reported to the CCO, GC or CIS of the Adviser. The CCO, GC or CIS of the Adviser would then provide guidance concerning the proposed deviation and whether this deviation presents any potential conflict of interest.

 

In the case of Kinetics Portfolios Trust, the Adviser shall report each deviation from an ISS recommendation regarding a proxy received in connection with underlying portfolio securities held by a Portfolio to the Board of Trustees of Kinetics Portfolios Trust at the next formal meeting of the Portfolio’s Board of Trustees.

 

In the case of the RENN Fund, Inc., the Adviser shall report each deviation from an ISS recommendation regarding a proxy received in connection with underlying portfolio securities held by the fund to the Board of Directors of the RENN Fund, Inc. at the next formal meeting of the fund’s Board of Directors.

 

In the case of accounts and funds other than Kinetics Portfolios Trust and the RENN Fund, Inc., the Adviser: (i) shall maintain an appropriate record of each deviation from an ISS recommendation regarding a proxy received in connection with underlying portfolio securities held by an Other Client.

 

As a matter of policy, the employees of the Adviser who manages proxy voting through ISS shall not be influenced by outside sources.

 

III. REPORTING AND RECORD RETENTION

 

The Adviser or ISS will maintain the following records relating to proxy votes cast under these Proxy Policies and Procedures.

 

I.A copy of these Proxy Policies and Procedures.

 

II.A copy of the ISS Proxy Voting Guidelines.

 

 

 

III.A copy of proxy statements received regarding underlying portfolio securities held by Clients (received through ISS, with either hard copies held by ISS or electronic filings from the SEC’s EDGAR system).

 

IV.Records of each vote cast on behalf of Clients including: (i) the name of the issuer of the portfolio security; (ii) the exchange ticker symbol of the portfolio security; (iii) the Council on Uniform Security Identification Procedures (“CUSIP”) number for the portfolio security; (iv) the shareholder meeting date; (v) a brief identification of the matter voted on; (vi) whether the matter was proposed by the issuer or by a security holder; (vii) whether the Adviser casts its vote on the matter; (viii) how the Adviser casts their votes (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (ix) whether the Adviser casts their votes for or against management.

 

IV.A copy of any document created by the CCO or Proxy Administrator that was material to making a decision on how to vote proxies on behalf of a Client or that memorialized the basis for the decision.

 

V.A copy of each written Client request for proxy voting information and a copy of any written response by the Adviser.

 

The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations. The Proxy Administrator will cause copies of the foregoing records, as they relate to particular clients, to be provided to those clients upon request.

 

The most recent copy of the Proxy Policies and Procedures are available on HK’s website at www.horizonkinetics.com, as well as www.kineticsfunds.com. Questions related to the Advisers’ Proxy Policies and Procedures should be directed in writing addressed to the Proxy Administrator at the address below:

 

Horizon Kinetics LLC Attn:

Proxy Administrator

470 Park Avenue South

New York, NY 10016

 

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

 

Murray Stahl serves as the Chairman of the Board, President, Chief Executive Officer, and a Class Three Director of the Fund since 2019.

 

Mr. Stahl is the co-founder and Chief Investment Strategist for Horizon Kinetics Asset Management LLC, the Investment Adviser to the Fund and a wholly owned subsidiary of Horizon Kinetics LLC. He is compensated by an annual salary and distributions as an owner of Horizon Kinetics LLC. The Fund does not have an incentive fee arrangement. In addition to the Fund and as of December 31, 2020, Mr. Stahl, through Horizon, is responsible for the oversight and management of 9 other registered investment companies with assets of $1.36 billion, 16 other pooled investment vehicles with assets of $675 million and 42 non-pooled accounts in which an advisory fee is based on performance with assets of $38 million, and 689 other accounts with assets of $1.35 billion.

 

Mr. Stahl is the only Portfolio Manager for the Fund, and the value of his ownership was between $50,000 and $100,000 at December 31, 2020.

 

 

 

Item 9. Purchases of Equity Securities by the Fund and Its Affiliated Purchasers.

 

An “Affiliated Purchaser” is defined as a person acting directly or indirectly, in concert with the Fund in the purchase of the Fund’s securities, or any person controlling, controlled by, or under common control with the Fund and thereby controlling the purchase of the Fund’s shares, but does not include an officer or director of the Fund who may properly authorize repurchase of the Fund’s shares pursuant to Rule 10b-18 of the Exchange Act of 1934. Purchases of the Fund’s shares during the year ended December 31, 2020 by Affiliated Purchasers described in this paragraph are outlined in the table below.

 

REGISTRANT PURCHASES OF EQUITY SECURITIES

 

Period  (a) Total Number of Shares* (or Units) Purchased   (b) Average Price Paid per Share (of 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 
January 2019   -   $-    -    - 
February 2019   -    -    -    - 
March 2019   -    -    -    - 
April 2019   -    -    -    - 
May 2019   -    -    -    - 
June 2019   -    -    -    - 
July 2019   9,375    1.30    -    - 
August 2019   13,600    1.34    -    - 
September 2019   14,175    1.30    -    - 
October 2019   14,850    1.36    -    - 
November 2019   13,500    1.48    -    - 
December 2019   15,016    1.64    -    - 

 

*Certain Affiliated Purchasers may own shares indirectly through other entities and disclaim beneficial ownership over all or a portion of their shares reported herein.

 

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 Fund’s Board of Directors since the Fund last provided disclosure in response to this item. The submission of shareholder proposals which require a vote of all shareholders will be handled in accordance with Rule 14a-8 of the Exchange Act. No such proposals were received.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

None.

 

Item 13. Exhibits.

 

(a)(1) Filed herewith.

 

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(a)(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. Not applicable.

 

(a)(4) Change in the registrant’s independent public accountant. Not applicable.

 

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

 

 

 

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

 

RENN Fund, Inc.  
     
By: /s/ Murray Stahl  
  Murray Stahl  
  Chief Executive Officer  
     
Date: March 11, 2021  

 

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 undersigned on behalf of the Fund and in the capacities and on the date indicated.

 

RENN Fund, Inc.  
     
By: /s/ Murray Stahl  
  Murray Stahl  
 

Chief Executive Officer and

Chief Financial Officer

 
     
Date: March 11, 2021