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Page 1: CATALYST EQUITY RESEARCH REPORT · Catalyst Investment Research™ is a portfolio of activist investing research products that combine company-specific shareholder activism research

CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments

Subscribe to receive this FREE Report emailed weekly.

www.hedgerelations.com/research.html

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Hedge Fund Solutions, LLC © 2003 – 2017 Page 2 of 14

HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS

Week Ending February 17, 2017

SYMBOL COMPANY INVESTOR

AHP Ashford Hospitality Prime Sessa Capital

AIRM Air Methods Corp Voce Capital

ARNC Arconic Inc. Elliott Associates

BIVV Bioveratic, Inc. ValueAct Capital

CDI CDI Corp Radoff; Schechter

CIK Credit Suisse Asset

Management Income Fund Saba Capital

CSX CSX Corp Mantle Ridge

GBCS Global Healthcare REIT Doucet Asset Management

GLO Clough Global Opportunities

Fund Saba Capital

GLV Clough Global Dividend &

Income Fund Saba Capital

IMMU Immunomedics, Inc. venBio Select Advisor

MFSF MutualFirst Financial PL Capital

NAME Rightside Group Cannell Capital

NRG NRG Energy, Inc. Elliott Associates; Bluescape Energy

PG Proctor & Gamble Trian Fund

RCII Rent-A-Center, Inc, Engaged Capital

SWZ Swiss Helvetia Fund Bulldog Investors

HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and

investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous

institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog™, the definitive source

for activist shareholder information.

Catalyst Investment Research™ is a portfolio of activist investing research products that combine company-specific shareholder activism

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HEDGE FUND SOLUTIONS’ PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES:

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Weekly Summary of Activist Investments

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Ashford Hospitality Prime (AHP)

Activist Investor: Sessa Capital

Investor Info Catalyst Info

Shares 2,210,427 Catalyst: AHP entered into a settlement with Sessa to appoint two of Sessa's nominees plus a mutually agreed upon third

director. https://www.sec.gov/Archives/edgar/data/1574085/000091412117000253/as36582960-ex99_1.htm

Comment: We initially covered AHP on September 2, 2014 when Sessa Capital sent a letter to the board requesting they

disclose the possible termination fee payable to the company's advisor in the event of a sale.

On December 10, 2015 Sessa Capital sent a letter to AHP expressing continued concern over the handling of

AHP's strategic alternatives review, including the outsized termination fee. On January 7, 2016 Sessa Capital

sent a letter to AHP stating that they now believe that a sale of the company is the preferred outcome of the

company's previously announced strategic alternatives process. On January 14, 2016 Sessa Capital nominated

five people to take control of AHP's board. On February 2, 2016 Sessa Capital commented on ASP's sale of

13.3% voting rights to the Company's Chairman, Chairman's father and others, stating, "when faced with a

proxy fight, Ashford Prime’s incumbent directors sold nearly 13.3% of the Company’s voting stock to a group

of predominantly insiders for $43,750. On February 4, 2016 Sessa Capital announced it is suing AHP over the

Company's recent issuance of stock to insiders during its proxy contest. On February 16, 2016 Sessa Capital

issued a press release and sent a letter to the NYSE protesting potential violations of NYSE rules by AHP

relating to the Company's announced sale of up to 13.3% of AHP's voting interest.

On February 29 Rambleside Holdings issued two letters advocating for a sale

On April 14, 2016 Sessa Capital issued a letter to shareholders seeking support for its five director candidates.

On April 20, 2016 the Weisman Group disclosed a 5.24% "active" stake at an avg. $12.68/share and

announced it may discuss taking the company private with management.

On May 10, 2016 Sessa Capital issued a press release highlighting AHP's corporate governance weakness and

urged shareholders to support its five director candidates. On May 23, 2016 AHP announced a federal court

has disqualified Sessa's nominees as unable to run for election. On May 31 AHP sent a letter to Sessa Capital

announcing it is still receptive to a settlement

On June 8, 2016 AHP received an unsolicited proposal from The Weisman Group for $20.25/share for the

common stock and $25/share for the preferred

On June 14, 2016 Sessa Capital issued a press release stating that "Despite running in an uncontested election

as a result of the board’s decision to disqualify Sessa Capital’s nominees, Ashford Prime’s entire board

received an unprecedented rebuke in which not a single director was affirmatively chosen by shareholders to

retain his or her seat." Sessa Capital intends to seek a new election. On July 1, 2016 AHP filed a motion for

contempt against Sessa for issuing two press releases urging shareholders to withhold their votes for directors

after a Texas Court enjoined the investment firm from soliciting shareholders for its 2016 annual meeting. As of

August 31, 2016 Sessa's ownership has increased from 8.2% to 9.1% as a result of share repurchases. Sessa

continues to express concern about the company's governance, including several "flawed" changes the

company recently made to (i) the separation of Chair/CEO and (ii) the adoption of a majority vote standard.

On October 6, 2016 Raging Capital disclosed a 7.9% position and said they have met with management and the

board on October 4 to discuss ways to enhance shareholder value.

On October 17, 2016 Sessa reported reducing its ownership from 9.1% to 8.6% in anticipation of the Company

repurchasing shares (AHP's articles of incorporation limit ownership to 9.8%). Sessa also disclosed that

AHP's Chairman/CEO intends to bring a defamation suit against Sessa for statements during the proxy contest.

On January 4, 2017 Raging Capital disclosed it has increased its ownership from 7.9% to 9.5%

Legal counsel to Sessa Capital

Proxy Solicitor to Sessa Capital

% Outstanding 8.6%

Cost Basis Not Avail

Company Info

Share Price 13.30

Revenue 398M

Market Cap 408M

Enterprise Value 982M

Net Cash -634M

EBITDA 83M

52 wk. range 8.37 – 17.64

EV/EBITDA 11.8

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Air Methods Corporation (AIRM)

Activist Investor: Voce Capital

Investor Info Catalyst Info

Shares 1,126,415 Catalyst: On February 16, 2017 Voce issued a press release announcing plans to nominate four directors because the

current board is over-tenures, under-skilled and mis-aligned.

https://www.sec.gov/Archives/edgar/data/816159/000090266417001236/p17-0739exhibit_1.htm

Comment: We initially covered AIRM on September 16, 2015 when Voce Capital sent a letter demanding the board hire a

financial advisor to explore a sale implying a potential transaction price of $55-$60 per share

On February 19, 2016 Voce announced plans to nominate two candidates for election to the board.

http://www.sec.gov/Archives/edgar/data/816159/000090266416006020/p16-0765exhibit1.htm

On January 30, 2017 Voce Capital sent a letter to AIRM announcing plans to nominate directors at the next

annual meeting http://www.businesswire.com/news/home/20170130005638/en/Voce-Capital-Sends-Letter-Air-

Methods-Corporation

Legal counsel to Voce Capital

% Outstanding 3.1%

Cost Basis Not Avail

Company Info

Share Price 38.88

Revenue 1.2B

Market Cap 1.4B

Enterprise Value 2.3B

Net Cash -928M

EBITDA 290M

52 wk. range 23.75 – 41.50

EV/EBITDA 8.1

Arconic, Inc. (ARNC)

Activist Investor: Elliott Associates

Investor Info Catalyst Info

Shares 52,546,174 Catalyst: On February 13, 2017 Elliott issued a press release renewing its call for Arconic's board to act in light of

shareholder support.

https://www.sec.gov/Archives/edgar/data/4281/000092189517000317/dfan14a10168012_02132017.htm

Comment: We initially covered ARNC on November 4, 2016 when Elliott disclosed a combined economic exposure to 9%

of ARNC and stated that, following the recent separation from Alcoa, the stock is dramatically undervalued.

On November 15, 2016 Elliott increased its economic exposure from 9% to 10% including Stock, currently

exercisable Options and other Derivatives.

On December 8, 2016 Elliott increased its economic exposure from 10% to 11.1%. On January 25, 2017 Elliott

increased its economic exposure in ARNC to 12.0% (10.3% stock and 1.7% derivatives)

On February 1, 2017 Elliott sent a letter to shareholders detailing its dialogue with the company to-date,

explaining the need for change, outlining the scope of opportunity, introducing its candidate for CEO, and

introducing its five nominees

https://www.sec.gov/Archives/edgar/data/4281/000092189517000133/dfan14a10168012_02012017.htm

On February 8, 2017 ARNC launched a website to communicate with shareholders regarding the 2017 annual

meeting www.arconic.com/global/en/investors/annual-meeting.asp; ARNC issued a press release from its

independent directors unanimously supporting the company's CEO. ARNC also issued a press release

questioning Elliott's grasp of its business, highlighting Elliott's shifting data and valuation. Elliott sent a letter

to the board questioning the CEO's track record.

Strategy & Communications to Arconic

Legal counsel to Elliott Associates

% Outstanding 12.0%

Cost Basis Not Avail

Company Info

Share Price 30.00

Revenue 21B

Market Cap 13.2B

Enterprise Value 19.3B

Net Cash -6B

EBITDA 1.5B

52 wk. range 16.75 – 30.16

EV/EBITDA 12.8

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Bioverativ, Inc. (BIVV)

Activist Investor: ValueAct Capital

Investor Info Catalyst Info

Shares 7,770,000 Catalyst: On February 16, 2017 ValueAct disclosed a 7.1% stake in BIVV

% Outstanding 7.1%

Cost Basis 43.26

Company Info

Share Price 48.63

Revenue 805M

Market Cap 5.6B

Enterprise Value N/A

Net Cash N/A

EBITDA 343M

52 wk. range 41.88 – 48.60

EV/EBITDA N/A

CDI Corp. (CDI)

Activist Investor: Radoff/Schechter

Investor Info Catalyst Info

Shares 1,515,500 Catalyst: On February 15, 2017 Radoff/Schechter added one more nominee for election to CDI's board, totaling 6

candidates.

Comment: We initially covered CDI on September 28, 2016 when Radoff/Schechter disclosed a 6% ownership stake and

announced they have been communicating with the board about corporate governance and strategy.

On October 18, 2016 Radoff/Schechter disclosed they had increased their ownership to 7.3%

On December 14, 2016 Radoff sent a letter to CDI's Chairman calling on the company to evaluate strategic

alternatives and announcing plans to nominate new directors for election to the board.

https://www.sec.gov/Archives/edgar/data/18396/000092189516006328/ex991to13da209076006_121416.htm

On December 19, 2016 Radoff/Schechter sent a letter to the Chairman of the nominating and corporate

governance committee criticizing the company's governance failures and the resulting personal benefits to her

at the expense of shareholders.

https://www.sec.gov/Archives/edgar/data/18396/000092189516006360/ex991to13da309076006_121916.htm

On December 22, 2016 Radoff/Schechter sent a letter to a director calling for his immediate resignation given

his 48 year long tenure and serious conflicts of interest and underperformance

https://www.sec.gov/Archives/edgar/data/18396/000092189516006393/ex991to13da409076006_122216.htm

On February 3, 2017 Radoff nominated 5 candidates for election to the board

Legal counsel to Radoff/Schechter

% Outstanding 8.1%

Cost Basis 5.68

Company Info

Share Price 9.00

Revenue 917M

Market Cap 168M

Enterprise Value 171M

Net Cash -5M

EBITDA -5M

52 wk. range 4.51 – 9.65

EV/EBITDA Negative

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Credit Suisse Asset Management Income Fund (CIK)

Activist Investor: Saba Capital

Investor Info Catalyst Info

Shares 5,945,208 Catalyst: Saba disclosed an 11.37% stake in CIK

Legal counsel to Saba Capital

% Outstanding 11.37%

Cost Basis 3.04

Company Info

Share Price 3.32

Revenue N/A

Market Cap 174M

Enterprise Value N/A

Net Cash N/A

EBITDA N/A

52 wk. range 2.66 – 3.46

EV/EBITDA N/A

CSX Corporation (CSX)

Activist Investor: Mantle Ridge

Investor Info Catalyst Info

Shares ~4,540,000 Catalyst: Mantle Ridge sent a letter to CSX saying it is willing to adjust certain demands as long as their CEO candidate

is guaranteed a four-year term.

Comment: On February 15, 2017 Mantle Ridge issued a press release commenting on CSX's call to hold a special meeting

on March 16 to vote on the compensation arrangement for Mantle Ridge's proposed CEO.

https://finance.yahoo.com/news/mantle-ridge-comments-csx-decision-024500244.html

% Outstanding 4.9%

Cost Basis Not Avail

Company Info

Share Price 48.92

Revenue 11B

Market Cap 45B

Enterprise Value 55B

Net Cash -10B

EBITDA 5B

52 wk. range 23.58 – 49.13

EV/EBITDA 11.8

Global Healthcare REIT (GBCS)

Activist Investor: Doucet Asset Management

Investor Info Catalyst Info

Shares 3,539,643 Catalyst: Doucet disclosed a 14.22% "active" stake in GBCS % Outstanding 14.22%

Cost Basis 1.18

Company Info

Share Price 0.46

Revenue 3M

Market Cap 12M

Enterprise Value 42M

Net Cash -31M

EBITDA 0.5M

52 wk. range 0.00 – 0.57

EV/EBITDA 90.3

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Clough Global Opportunities Fund (GLO)

Activist Investor: Saba Capital

Investor Info Catalyst Info

Shares 4,548,762 Catalyst: Saba Capital announced plans to nominate three to the board. Saba also submitted a proposal to declassify the

board

Legal counsel to Saba Capital

% Outstanding 8.82%

Cost Basis 9.12

Company Info

Share Price 9.96

Revenue N/A

Market Cap 514M

Enterprise Value N/A

Net Cash N/A

EBITDA N/A

52 wk. range 8.65 – 10.00

EV/EBITDA N/A

Clough Global Dividend & Income Fund (GLV)

Activist Investor: Saba Capital

Investor Info Catalyst Info

Shares 1,780,311 Catalyst: Saba Capital announced plans to nominate three to the board. Saba also submitted a proposal to declassify the

board

Legal counsel to Saba Capital

% Outstanding 17.13%

Cost Basis 11.71

Company Info

Share Price 12.61

Revenue N/A

Market Cap 132M

Enterprise Value N/A

Net Cash N/A

EBITDA N/A

52 wk. range 10.83 – 12.86

EV/EBITDA N/A

Continue to Next Page

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Immunomedics, Inc. (IMMU)

Activist Investor: venBio Select Advisor

Investor Info Catalyst Info

Shares 10,488,000 Catalyst: venBio field a complaint in DE Chancery Court alleging the Company's deal to license the drug IMMU-132

with Seattle Genetics violates the board's fiduciary duties.

https://www.sec.gov/Archives/edgar/data/722830/000090266417001221/p17-0735dfan14a.htm

Comment: We initially covered IMMU on January 18, 2017 when venBio sent a letter to IMMU shareholders criticizing

the company's misleading statements about venBio’s four director nominees and urged shareholders to vote for

its candidates at the Feb 16 annual meeting.

https://www.sec.gov/Archives/edgar/data/722830/000090266417000247/p17-0173dfan14a.htm

venBio issued a presentation outlining its strategic plan to maximize value and improve IMMU's corporate

governance https://www.sec.gov/Archives/edgar/data/722830/000090266417000431/p17-0247exhibit2.pdf;

IMMU issued a shareholder presentation seeking support for its nominees and its strategy

https://www.sec.gov/Archives/edgar/data/722830/000121390017000721/defa14a0117prt_immnunomedics.htm

Proxy Solicitor to Immunomedics

% Outstanding 9.9%

Cost Basis Not Avail

Company Info

Share Price 4.99

Revenue 3M

Market Cap 530M

Enterprise Value 618M

Net Cash -51M

EBITDA -59M

52 wk. range 1.61 – 5.89

EV/EBITDA Negative

Mutualfirst Financial (MFSF)

Activist Investor: PL Capital

Investor Info Catalyst Info

Shares 706,060 Catalyst: Richard Lashley from PL Capital resigned from the board of MFSF because he recently joined the board of

BANC. Serving on both boards would violate the Management Interlock Act

https://www.sec.gov/Archives/edgar/data/1094810/000089853117000095/plcllc-ex99.htm

Comment: We initially covered MFSF on April 4, 2013 when PL Capital disclosed an 8% "active" stake

On June 16, 2014 PL Capital increased its ownership from 8% to 9.4% at an avg. $13.25/sh

On February 4, 2015 Ancora (4.7% shareholder) nominated two to the board.

http://www.sec.gov/Archives/edgar/data/1094810/000089706915000049/cg500.htm

MFSF agreed to appoint one representative from PL Capital to the board.

http://www.sec.gov/Archives/edgar/data/1094810/000089706915000192/cg538.htm

Ancora Advisors withdrew its nominees and will not run a proxy contest.

On May 22, 2015 Ancora said that MFSF could achieve $30/share in a merger with a larger partner

% Outstanding 9.6%

Cost Basis 13.70

Company Info

Share Price 31.10

Revenue 63M

Market Cap 228M

Enterprise Value 448M

Net Cash -218M

EBITDA N/A

52 wk. range 23.51 – 36.75

EV/EBITDA N/A

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Rightside Group (NAME)

Activist Investor: Cannell Capital

Investor Info Catalyst Info

Shares 1,704,805 Catalyst: On February 14, 2017 Cannell issued a press release announcing the formation of Save Name Group and plans

to nominate candidates for election to the board before the March 4 deadline.

https://www.sec.gov/Archives/edgar/data/1058854/000105885417000007/exhibit_99.htm Cannell also

launched a website www.concernedrightsidegroupshareholders.com

Comment: We initially covered NAME on October 8, 2015 when FTS Corp disclosed a 5.5% "active" stake in NAME.

On November 30, 2015 Daniel Negari/XYZ.com disclosed a 5.2% "active" stake and announced he is in

discussions with the company about ways to maximize shareholder value, including filling the current vacancy

on the board.

On December 2, 2015 FTS increased its ownership to 6.1%

On February 29, 2016 Cannell changed his filing status from "passive" to "active" with a 7.3% stake (avg cost

$8.54/sh) and disclosed it had sent a letter to NAME on February 19th with recommendations to : (i) Unify all

Company products under the eNom.com brand; (ii) Terminate no less than 20% of your weaker staff; (iii) Move

the Name.com entity to Seattle under the eNom.com brand and close expensive ancillary offices; (iv) Rebuild

and relaunch the front-end infrastructure at eNom.com to bring it to the current standard expected by

consumers; (v) Refinance all debt; and (vi) Add two new board members with a suggestion, but not a

requirement that two incumbents resign.

On March 30, 2016 Negari (2.4% shareholder) made an offer to acquire four of NAME's gTLDs (.army, .dance,

.dentist and .vet) for $5 million.

On May 17, 2016 Cannell Capital issued a press release urging shareholders to withhold votes from incumbent

directors at the annual meeting https://finance.yahoo.com/news/cannell-capital-urges-name-shareholders-

205500147.html

On September 16, 2016 Cannell increased his ownership from 7% to 8.45%

Legal counsel to Daniel Negari

% Outstanding 8.78%

Cost Basis 8.46

Company Info

Share Price 8.64

Revenue 218M

Market Cap 168M

Enterprise Value 145M

Net Cash 22M

EBITDA 2M

52 wk. range 7.17 – 12.85

EV/EBITDA 102.9

NRG Energy, Inc. (NRG)

Activist Investor: Elliott Associates; Bluescape Energy

Investor Info Catalyst Info

Shares 29,650,000 Catalyst: On February 13, 2017 NRG entered into a settlement with Elliott to appoint two new directors and form an ad

hoc business review committee https://www.sec.gov/Archives/edgar/data/1013871/000110465917008383/a17-

4324_1ex10d1.htm

Comment: On January 17, 2017 Elliott (6.9%) and private equity firm Bluescape Energy Partners (2.5%) formed a group

with a combined 9.4% stake in NRG (through stock and options) and announced plans to engage with the

company to address opportunities to improve the business and implement appropriate board-level oversight.

On January 30, 3017 Carlson Capital disclosed a 5.41% stake in NRG

% Outstanding 9.4%

Cost Basis Not Avail

Company Info

Share Price 17.25

Revenue 12.8B

Market Cap 5.4B

Enterprise Value 23.3B

Net Cash -16.9B

EBITDA 2.8B

52 wk. range 9.84 – 18.32

EV/EBITDA 8.4

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

Proctor & Gamble (PG)

Activist Investor: Trian Fund

Investor Info Catalyst Info

Shares ~33,250,000 Catalyst: On February 14, 2017 Trian disclosed a $3B stake in P&G

% Outstanding 1.3%

Cost Basis Not Avail

Company Info

Share Price 91.67

Revenue 65B

Market Cap 234B

Enterprise Value 250B

Net Cash -16B

EBITDA 18B

52 wk. range 79.10 – 91.77

EV/EBITDA 14.1

Rent-A-Center (RCII)

Activist Investor: Engaged Capital

Investor Info Catalyst Info

Shares 5,288,376 Catalyst: On February 14, 2017 Engaged Capital sent a letter to RCII's board calling on them to immediately commence

a strategic review process

https://www.sec.gov/Archives/edgar/data/933036/000119380517000222/e615772_ex99-2.htm

Comment: On January 30, 2017 Engaged Capital disclosed a 9.9% stake in RCII

Legal counsel to Engaged Capital

% Outstanding 9.9%

Cost Basis Not Avail

Company Info

Share Price 8.19

Revenue 3.1B

Market Cap 435M

Enterprise Value 1.0B

Net Cash -595M

EBITDA 253M

52 wk. range 7.76 – 16.37

EV/EBITDA 4.1

Continue to Next Page

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Swiss Helvetia Fund (SWZ)

Activist Investor: Bulldog Investors

Investor Info Catalyst Info

Shares 2,017,198 Catalyst: On February 16, 2017 Bulldog disclosed it has increased its ownership to 7.16%

Comment: On August 8, 2013Bulldog announced it intended to propose that SWZ shareholders be afforded an opportunity

to realize NAV for their shares by conducting a large self-tender offer at close to NAV, or converting the Fund

to an ETF -- which will trade in a narrow range around NAV. Bulldog also may seek to elect Directors and/or

terminate the Fund's advisory agreement. At that time, SWZ traded at a -13.73% to its Net Asset Value.

On September 23, 2016 Bulldog sent a letter to the Board urging them to open-end or liquidate the fund.

On October 25, 2016 Bulldog announced it is soliciting shareholders to call a special meeting to declassify the

board and close the discount to net asset value by authorizing a self-tender offer and/or open-end the fund.

On October 31, 2016 Bulldog sent a letter to SWZ stating that shareholders controlling 25.4% of the shares are

requesting a special meeting to vote to (a) declassify the board and (b) authorize a self-tender offer at or close

to NAV

On December 19, 2016 Bulldog demanded the board explain why it appointed a new member for a three year

term just a few hours after last year's annual meeting (instead of seeking shareholder approval). That

individual subsequently died and the vacant position was filled by a replacement director. Bulldog also

demanded the replacement director stand for election at the 2017 annual meeting.

https://www.sec.gov/Archives/edgar/data/813623/000150430416000226/thirda.txt

On December 22, 2016 Bulldog submitted a shareholder proposal seeking support to authorize a self-tender

offer at, or close to, NAV. If more than 50% of shareholders tender, the board would be required to liquidate

the fund.

% Outstanding 7.16%

Cost Basis Not Avail

Company Info

Share Price 10.98

Revenue Not Avail

Market Cap Not Avail Enterprise Value Not Avail Net Cash Not Avail EBITDA Not Avail 52 wk. range 9.50 – 11.02

EV/EBITDA Not Avail

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

CONTACT INFORMATION:

Hedge Fund Solutions, LLC

Damien J. Park

Tel. +1 215.325.0514

[email protected]

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any time, the Firm, funds it manages and/or its employees or their family members may have a long or short

position in registered or non-registered securities or in options on any such security of any company mentioned in this report.

The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although

opinions and estimates expressed in this report reflect the current judgment of the Firm, the information

upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services

for companies mentioned in this report and may occasionally possess material, nonpublic information

regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are

not guaranteed in any way.

GUIDANCE FOR HIGH-STAKES CORPORATE SITUATIONS

Spotlight Advisors is focused on helping boards and investors with complex corporate situations. Our team of

seasoned professionals are from the most respected investment banks, law firms, investment advisory and strategic

communications practices in the country. We have experience with many varieties of corporate challenges,

including:

Principal advisors in dozens of activist situations, both for companies and investors.

Hostile takeover defense and M&A activism offense and defense

Management buyouts, valuations, high profile litigation, succession planning, complex governance issues

Clients range from Fortune 100 to small-cap companies and from large institutional investor to family

offices

Contact:

Damien Park, Managing Director

Email: [email protected]

Tel: +1 215.325.0514

509 Madison Avenue, Suite 1608

New York, NY 10022

www.spotlightadvisors.com

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

PLATINUM SPONSORS – Legal Advisers

Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific

requirements and concerns of the firm’s clients. Olshan is widely recognized as a preeminent law firm in the activist

strategy area, and represents experienced activist investors, funds new to the activist area, as well as other

investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies,

from private negotiations with management to public, high profile proxy contests, including expertly and efficiently

handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers,

with extensive expertise in these matters. Olshan’s highly regarded attorneys provide a full range of legal services

and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing

activist investors today.

Contact:

Steve Wolosky, Partner

Email: [email protected]

Tel: +1 212.451.2333

Schulte Roth & Zabel LLP (SRZ), renowned for its shareholder activism practice, has served as longtime counsel

to influential activists and has been involved in some of the highest-profile campaigns facing the business world in

recent years. With over 375 lawyers in offices in New York, Washington, D.C., and London, SRZ has a long history

of serving private equity and hedge fund clients. In 2014, SRZ expanded its shareholder activism practice into the

United Kingdom, where the firm has had a London office since 2002. Serving both activist-only and occasional

activists, the firm has unparalleled expertise in the applicable corporate laws, securities laws and proxy rules on both

sides of the Atlantic. SRZ lawyers also handle investigations and litigations arising out of activists' activities.

Contact:

Marc Weingarten, Partner and Co-chair of SRZ's global Shareholder Activism Group

Email: [email protected]

Tel: +1 212.756.2280

Eleazer Klein, Partner and Co-chair of SRZ's global Shareholder Activism Group

Email: [email protected]

Tel: +1 212.756.2376

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

PLATINUM SPONSORS – Proxy Advisors

Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with

sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether

friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other

domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting

services on a wide range of matters, including executive compensation proposals, corporate governance issues and

investor relations.

Innisfree’s reputation derives from our success in complex and/or contested situations. Key to that success is our

ability to track, identify and understand the shifting dynamics of a company’s security-holder base and provide

battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this

refined, analytical based approach enables us to deliver the extraordinary results our clients expect.

Contact:

Arthur Crozier, Co-Chairman

Email: [email protected]

Tel: +1 212.750.5837

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance

consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York

City, Los Angeles, Palo Alto and London.

MacKenzie's services include corporate governance consulting, security holder solicitations, information agent

services for tender and exchange offers, beneficial ownership identification, market surveillance and associated

financial, investor and media relations services. We work in close partnership with our client's attorneys, investment

bankers and other consultants, providing advice and counsel at each stage of the transaction.

Contact:

Lawrence Dennedy, President

Email: [email protected]

Tel: +1 212.929.5239