Each of the restructuring proposals received the requisite votes (i.e., a majority of outstanding shares) required under the Investment Company Act for approval. The voting results weighed heavily in favor of all restructuring proposals: With approximately 62 percent of the Fund’s shares voting on the restructuring proposals, approximately 89 percent of those votes cast voted in favor of the restructuring proposals, 10 percent voted against and 1 percent abstained. Subtracting out insider and affiliated shares from the total vote, approximately 75 percent of those votes cast voted in favor of the restructuring proposals, 23 percent voted against and 2 percent abstained. Insiders and stockholders affiliated with the new advisers, RMA and SIA, own approximately 35.5 percent of the Fund’s common shares.
Joel Looney, the Fund’s chairman, said, “This is a project that we have been working on for almost two years. We are excited to begin the transition process and hope that stockholders will benefit from the new direction. The Board has had a long-held desire to give the Fund increased flexibility and broader access to Wellington Management’s talent. Although we understand it will take time to fully transition the Fund to implement the restructuring proposals, including making the new investments, reducing the Fund’s exposure to financial services companies and separating the Fund’s assets into the separate portfolios to be managed by the new advisers and Wellington Management as sub-adviser, I know everyone has the goal of making this a successful transition.”
Management indicated that it may take several months to begin to transition the Fund’s portfolio to accommodate the restructuring proposal. Steve Miller, the Fund’s president, said that “we are going to transition at a very measured and deliberate pace that serves the best interests of the Fund and its stockholders.” Mr. Miller also noted that, for the reasons disclosed in the Fund’s proxy statement, there is a strong possibility that in the future the Fund shares may be delisted from the New York Stock Exchange and unable to list on any other national exchange. Although this will result in shares being traded solely on the over-the-counter market, management will take appropriate steps to make sure this eventuality is as seamless and transparent to stockholders as possible.