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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, 2023

(Date of reporting period)

 

 

 

 

Item 1.Annual Report to Shareholders

 

 

 

 

RENN Fund, Inc.

 

 

 

 

 

Annual Report

 

December 31, 2023

 

 

RENN Fund, Inc.

 

TABLE OF CONTENTS
December 31, 2023

 

 

   

Shareholder Letter

1

Performance Summary

3

Consolidated Financial Statements:

 

Consolidated Schedule of Investments

4

Consolidated Statement of Assets and Liabilities

7

Consolidated Statement of Operations

8

Consolidated Statements of Changes in Net Assets

9

Consolidated Financial Highlights

10

Consolidated Notes to Financial Statements

11

Report of Independent Registered Public Accounting Firm

21

Other Information

22

Directors and Officers

26

Service Providers

28

 

 

 

 

RENN Fund, Inc.

 

Shareholder Letter

December 31, 2023 (Unaudited)

 

 

Dear Shareholders,

 

We are pleased to present the Renn Fund Inc. (“Fund”) Annual Report for the twelve-month period ending December 31, 2023. The portfolio’s largest holdings are in companies that we believe provide diversification away from the broader equity market. Equity markets generated strong returns during the year, but this obscures broader fundamental weakness. Earnings for the S&P 500 Index are estimated to be approximately $190/share this year, which equates to an earnings multiple of over 25x. Earnings have grown approximately 37% compared to 2019, while the index has risen nearly 50%. The index growth has outpaced earnings despite short-term interest rates rising from approximately 1.6% at the end of 2019 to 5.3% today. The only possible (fundamental) explanation for this divergence is expectations of higher earnings growth, lower interest rates, or both. It is not unreasonable to expect higher earnings, and lower rates, but, at current prices, it appears that these factors are already sufficiently priced into large capitalization stocks. The current equity market gains are not sustainable, but opportunities are abundant outside of major U.S. indexes.

 

Several factors have acted as headwinds to returns for the Fund in 2023. Rising interest rates (particularly rising real yields), which support a strong US dollar, acted as headwinds to hard assets and small-cap issuers. However, resilient corporate cash flows, optimism over technological development (notably artificial intelligence) and sustained passive index equity inflows supported large cap companies. The portfolio is deliberately not exposed to these companies, and it was a decidedly more difficult year for most companies outside of this ecosystem.

 

The top three holdings in the Fund, Apyx Medical Corp., Texas Pacific Land Corp., and Fitlife Brands Inc., had mixed returns for the year. Apyx’s share price was volatile but largely unchanged for the year, Texas Pacific was markedly lower, and Fitlife was materially higher. All of these companies’ results were driven by fundamental results, but also by broader market factors.

 

On June 14, 2023, Apyx received FDA clearance for a new addition to its family of Renuvion products. The Renuvion Micro Handpiece is indicated for the delivery of radiofrequency energy and/or helium plasma where coagulation/contraction of soft tissue is needed. Commercial launch was initiated during the third quarter of the year. This marks another step forward for Apyx, which had suffered a setback in 2022 when a safety communication was issued by FDA, related to the use of its advanced energy products. That communication was updated in May 2023, and this new approval followed soon thereafter.

 

After these positive developments, management increased annual revenue and earnings guidance in their Q1 earnings release and they affirmed the new guidance in the Q2 release. Unfortunately, though revenues did recover significantly in the latter half of the year relative to the year-ago period, the increase did not reach the levels expected by the company, leading them to lower guidance in their Q3 release. We believe that, with regulatory hiccups in the past, the company will be able to build its revenue base and approach positive cash flow generation, which will likely drive shares higher.

 

Texas Pacific’s shares fell along with energy (oil and gas) prices overall, and amid ongoing legal proceedings creating an overhang on the stock price. We believe that following years of under-investment in the energy sector for a variety of reasons, we are facing a growing structural supply constraint. As green energy initiatives are proving inadequate to meet demand and under-supply becomes evident, we believe that energy prices will rise. Texas Pacific has a distinct asset base of mineral and surface land holdings in possibly the most prolific energy field in the western world. We believe that this region of Texas will prove to be a fulcrum in global energy balances for decades to come.

 

FitLife brands continues to execute on its turnaround strategy focused on higher margin, sustainable growth by acquisition. This included an announcement on February 28th of the completion of its acquisition of Mimi’s Rock Corp, a health supplements and skin care company based in Ontario, Canada. During the second quarter, which was the first full quarter following this acquisition, the company significantly improved revenues and income. In June, the company applied to list its shares on the Nasdaq (instead of over the counter) and it was able to complete the change in listing on September 18, 2023. The company subsequently announced another acquisition, an all-cash purchase of MusclePharm Corporation as part of that company’s bankruptcy proceedings. Fitlife expects the addition of the sports nutrition company to be accretive to existing shareholders.

 

The balance of the portfolio is allocated to other unique companies that we believe can drive shareholder returns regardless of the macroeconomic backdrop. We continue to hold a sizeable cash and equivalent balance given macroeconomic uncertainty, but remain eager to allocate capital as capital markets conditions permit.

 

1

 

 

RENN Fund, Inc.

 

Shareholder Letter (Continued)
December 31, 2023 (Unaudited)

 

 

2023 was a challenging year to be sure, but the setup for 2024 and beyond appears promising. As we look ahead, we believe that the Fund is well-positioned to benefit from the changing economic environment. However, markets remain unpredictable, and we cannot predict when conditions might change in our favor. In the interim, we are invested in companies with strong operations and idiosyncratic drivers of returns, which we believe have the potential to perform well over an extended investment horizon, in a variety of economic environments.

 

2

 

 

RENN Fund, Inc.

 

Performance Summary

December 31, 2023 (Unaudited)

 

 

Comparison of a Hypothetical $10,000 Investment
in the RENN Fund, Inc. and the S&P 500 Index*
For the Period July 1, 2017* through December 31, 2023

 

 

Average Annual Total Returns
For the periods ended December 31, 2023

 

One Year

Five Year

Average Annual
Since Inception*

RENN Fund, Inc.

-5.82%

1.11%

4.37%

S&P 500 Index

26.29%

15.69%

12.95%

 

Performance data quoted represents past performance, which is no guarantee of future results. Current performance may be lower or higher than the performance quoted. The principal value and investment return of an investment will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.

 

*

Horizon Kinetics Asset Management LLC began serving as the Fund’s investment advisory on July 1, 2017. Previous periods during which time the Fund was advised by another investment advisor are not shown.

 

Fund plot points and total returns are based on net change in NAV, assuming reinvestment of distributions. The Fund’s results as shown are net of fees. The performance included in the chart and graph does not reflect the deduction of taxes on Fund distributions or the redemption of Fund shares.

 

The S&P 500 Index is unmanaged and its returns assume reinvestment of dividends and do not reflect deduction of fees and expenses. Investors cannot invest directly in an index.

 

3

 

 

RENN Fund, Inc.

 

Consolidated Schedule of Investments

As of December 31, 2023

 

 

 

Shares or
Principal
Amount

 

Company

 

Cost

   

Value

 
       

MONEY MARKET FUNDS – 34.87%

    90,390  

Fidelity Government Cash Reserves Portfolio - Institutional Class, 5.02%

  $ 90,390     $ 90,390  
    4,734,978  

Fidelity Investment Money Market Funds Government Portfolio - Institutional Class, 5.25%

    4,734,978       4,734,978  
                         
       

Total Money Market Funds

    4,825,368       4,825,368  
                         
       

CONVERTIBLE BONDS – 0.00%

       

Oil and Gas – 0.00%

               
    1,000,000  

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

    540,225        
                         
       

Total Convertible Bonds

    540,225        
                         
       

COMMON EQUITIES – 64.00%

       

Accomodations – 0.40%

               
    2,400  

Civeo Corp.

    66,064       54,840  
                         
       

Aerospace & Defense – 0.04%

    20  

Boeing Co.(2)

    4,267       5,213  
                         
       

Asset Management – 1.23%

               
    973  

Associated Capital Group, Inc. - Class A

    40,594       34,746  
    7,098  

Gamco Investors, Inc.

    189,620       135,642  
              230,214       170,388  
                         
       

Hospitality – 1.02%

               
    7,300  

Carnival Corp.(2)

    104,635       135,342  
    50  

Royal Caribbean Ltd.(2)

    2,940       6,475  
              107,575       141,817  
                         
       

Metal Mining – 3.81%

               
    580  

Franco-Nevada Corp.

    83,192       64,270  
    18,650  

Mesabi Trust

    513,309       381,766  
    1,640  

Wheaton Precious Metals Corp.

    68,954       80,918  
              665,455       526,954  
                         
       

Medicinal Chemicals and Botanical Products – 10.56%

    77,228  

FitLife Brands, Inc.(2)

    9,131,687       1,461,154  
       

COMMON EQUITIES – 64.00% (Continued)

       

Oil and Gas – 25.93%

               
    1,400  

Liberty Energy, Inc.

  $ 27,247     $ 25,396  
    19,315  

Permian Basin Royalty Trust

    299,138       269,637  
    808,445  

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

    101,056        
    16,300  

PrairieSky Royalty Ltd.(4)

    206,969       285,382  
    100  

Sabine Royalty Trust

    8,002       6,786  
    1,908  

Texas Pacific Land Corp.

    1,079,739       3,000,235  
              1,722,151       3,587,436  
                         
       

Other Financial Investment Activities – 0.92%

    1  

Morgan Group Holding Co.(2)

    16       1  
    33,800  

Urbana Corp.(4)

    107,402       120,906  
    1,900  

Urbana Corp. Class A

    5,864       6,280  
              113,282       127,187  
                         
       

Securities and Commodity Exchanges – 2.17%

    400  

Bakkt Holdings, Inc.(2)

    343       892  
    685  

Cboe Global Markets, Inc.

    80,892       122,314  
    240  

Intercontinental Exchange, Inc.

    30,806       30,823  
    14,000  

Miami International Holdings, Inc.(1)(2)(3)

    105,000       144,199  
              217,041       298,228  
                         
       

Securities, Commodity Contracts, and Other Financial Investments and Related Activities – 1.81%

    7,240  

Grayscale Bitcoin Trust(2)

    278,552       250,649  
                         
       

Live Sports (Spectator Sports) – 2.02%

    5,091  

Big League Advance, LLC.(1)(2)(3)

    280,000       280,005  
                         
       

Surgical & Medical Instruments & Apparatus – 11.64%

    615,000  

Apyx Medical Corp.(2)

    1,470,958       1,611,300  
                         
       

Technology Services – 2.45%

               
    1,048  

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

    296,486       339,405  
                         
       

Total Common Equities

    14,583,732       8,854,576  
                         

 

See accompanying Notes to Consolidated Financial Statements.

 

4

 

 

RENN Fund, Inc.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2023

 

 

 

Shares or
Principal
Amount

 

Company

 

Cost

   

Value

 
       

OPEN ENDED MUTUAL FUNDS – 0.11%

    824  

Kinetics Spin-Off and Corporate Restructuring Fund(6)

  $ 13,167     $ 15,293  
                         
       

Total Open Ended Mutual Funds

    13,167       15,293  
                         
       

PREFERRED STOCKS – 1.34%

    30,966  

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

    185,798       185,798  
                         
       

Total Preferred Stocks

    185,798       185,798  
                         
       

WARRANTS – 0.05%

               
       

Diamond Standard, Inc., Exercise Price: $9.00,

               
    837  

Expiration Date: January 15, 2026(1)(2)(3)

          4  
       

Miami International Holdings, Inc., Exercise Price: $7.50,

               
    2,132  

Expiration Date: March 31, 2026(1)(2)(3)

          7,100  
                         
       

Total Warrants

          7,104  
                         

TOTAL INVESTMENTS – 100.37%

  $ 20,148,290     $ 13,888,139  

LIABILITIES LESS OTHER ASSETS – -0.37%

            (50,787 )

NET ASSETS — 100.00%

          $ 13,837,352  

 

 

Shares or
Principal
Amount

 

Company

 

Proceeds

   

Value

 
       

SECURITIES SOLD SHORT – 0.02%

       

EXCHANGE TRADED FUNDS – 0.02%

    (164 )

Direxion Daily Gold Miners Index Bear 2X Shares ETF

  $ (2,043 )   $ (1,671 )
    (195 )

Direxion Daily Junior Gold Miners Index Bear 2X Shares ETF(2)

    (1,339 )     (1,072 )
    (5 )

ProShares Ultra VIX Short-Term Futures ETF(2)

    (1,062 )     (42 )
    (7 )

ProShares VIX Short-Term Futures ETF(2)

    (304 )     (109 )
                         
       

Total Exchange Traded Funds

    (4,748 )     (2,894 )
                         
       

EXCHANGE TRADED NOTES – 0.00%

    (13 )

iPath Series B S&P VIX Short-Term Futures ETN(2)

    (554 )     (202 )
                         
       

Total Exchange Traded Notes

    (554 )     (202 )
                         
       

TOTAL SECURITIES SOLD SHORT – 0.02%

  $ (5,302 )   $ (3,096 )

 

(1)

See Annual Report Note 5 - Fair Value Measurements.

 

(2)

Non-Income Producing.

 

(3)

Big League Advance, LLC., Diamond Standard, Inc. and Miami International Holdings, Inc. are each currently a private company. These securities are 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.

 

(6)

Affiliated security, given that the security is managed by the same Investment Advisor as the Fund.

 

See accompanying Notes to Consolidated Financial Statements.

 

5

 

 

RENN Fund, Inc.

 

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
As of December 31, 2023

 

 

Security Type/Sector

Percent of
Total Net Assets

Money Market Funds

34.87%

Convertible Bonds

0.00%

Common Equities

 

Accommodations

0.40%

Aerospace & Defense

0.04%

Asset Management

1.23%

Hospitality

1.02%

Metal Mining

3.81%

Medicinal Chemicals and Botanical Products

10.56%

Oil and Gas

25.93%

Other Financial Investment Activities

0.92%

Securities and Commodity Exchanges

2.17%

Securities, Commodity Contracts and Other Financial Investments and Related Activities

1.81%

Live Sports (Spectator Sports)

2.02%

Surgical & Medical Instruments & Apparatus

11.64%

Technology Services

2.45%

Total Common Equities

64.00%

Open Ended Mutual Funds

0.11%

Preferred Stocks

1.34%

Warrants

0.05%

Total Investments

100.37%

Liabilities Less Other Assets

(0.37%)

Total Net Assets

100.00%

 

See accompanying Notes to Consolidated Financial Statements.

 

6

 

 

RENN Fund, Inc.

 

Consolidated Statement of Assets and Liabilities

December 31, 2023

 

 

ASSETS

       

Investments in securities, at value:

       

Unaffiliated investments (cost $20,135,123)

  $ 13,872,846  

Affiliated investments (cost $13,167)

    15,293  

Cash

    25,227  

Cash held at broker

    8,011  

Receivables:

       

Securities sold

    31  

Dividends and interest receivable

    27,821  

Prepaid expenses and other assets

    4,758  

Total assets

    13,953,987  
         

LIABILITIES

       

Securities sold short, at value (proceeds $5,302)

    3,096  

Payables:

       

Auditing fees

    37,000  

Printing and postage

    30,761  

Fund administration and accounting fees

    20,619  

Transfer agent fees and expenses

    9,097  

Legal expense

    7,700  

Custody fees

    5,683  

Investment securities purchased

    479  

Accrued other expenses

    2,200  

Total liabilities

    116,635  
         

NET ASSETS

  $ 13,837,352  
         

Paid-in-capital

    33,238,137  

Total accumulated deficit

    (19,400,785 )

NET ASSETS

  $ 13,837,352  
         

Shares outstanding no par value (unlimited shares authorized)

    7,015,786  
         

Net asset value, offering and redemption price per share

  $ 1.97  
         

Market Price Per Common Share

  $ 1.71  
         

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

    (13.20 )%

 

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

RENN Fund, Inc.

 

Consolidated Statement of Operations

For the Year Ended December 31, 2023

 

 

INVESTMENT INCOME

       

Income

       

Dividends from unaffiliated investments (net of withholding tax of $18,187)

  $ 46,379  

Dividends from affiliated investments (net of withholding tax of $—)

    81  

Interest

    239,366  

Total investment income

    285,826  
         

Expenses

       

Fund accounting and administration fees

    88,615  

Shareholder reporting fees

    57,389  

Professional fees

    33,000  

Transfer agent fees and expenses

    31,338  

Custody fees

    23,976  

Stock exchange listing fees

    17,500  

Miscellaneous expenses

    12,162  

Insurance fees

    11,863  

Total expenses

    275,843  

Net investment income

    9,983  
         

Net Realized and Unrealized Gain (Loss):

       

Net realized gain (loss) on:

       

Unaffiliated Investments

    (42,237 )

Distributions received from affiliated investment companies

    1,406  

Securities sold short

    256  

Currency gain (loss)

    30  

Net realized gain

    (40,545 )

Net change in unrealized appreciation/depreciation on:

       

Unaffiliated Investments

    (849,597 )

Affiliated Investments

    (5,513 )

Securities sold short

    1,098  

Foreign currency translations

    (18 )

Net change in unrealized appreciation/depreciation

    (854,030 )

Net realized and unrealized loss

    (894,575 )
         

Net Decrease in Net Assets from Operations

  $ (884,592 )

 

 

See accompanying Notes to Consolidated Financial Statements.

 

8

 

 

RENN Fund, Inc.

 

Consolidated Statements of Changes in Net Assets

 

 

   

For the
Year Ended
December 31, 2023

   

For the
Year Ended
December 31, 2022

 

INCREASE (DECREASE) IN NET ASSETS FROM

               

Operations

               

Net investment income (loss)

  $ 9,983     $ (18,442 )

Net realized gain (loss) on investments, securities sold short, long term capital gain on mutual fund and foreign currency transactions

    (40,545 )     1,730  

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

    (854,030 )     (4,215,748 )

Net decrease resulting from operations

    (884,592 )     (4,232,460 )
                 

Distributions to Shareholders

               

From net investment income

    (106,408 )     (24,864 )

Net decrease resulting from distributions

    (106,408 )     (24,864 )
                 

Capital Transactions

               

Proceeds from shares issued(1)

          2,106,383  

Net increase resulting from capital transactions

          2,106,383  
                 

Total decrease in net assets

    (991,000 )     (2,150,941 )
                 

Net Assets

               

Beginning of period

    14,828,352       16,979,293  

End of period

  $ 13,837,352     $ 14,828,352  
                 

Capital Share Activity

               

Shares issued

          1,063,830  

Net increase in capital shares

          1,063,830  

 

(1)

Includes $171,162 which represents the market value of securities transferred in kind.

 

See accompanying Notes to Consolidated Financial Statements.

 

9

 

 

RENN Fund, Inc.

 

Consolidated Financial Highlights

 

 

For a capital share outstanding throughout each period

   

For the Year Ended December 31,

 
   

2023

   

2022

   

2021

   

2020

   

2019

 

Net asset value, beginning of period

  $ 2.11     $ 2.85     $ 1.99     $ 2.08     $ 1.90  

Income from Investment Operations:

                                       

Net investment loss(1)

    0.00 (2)      (0.00 )(2)     (0.03 )     (0.03 )     (0.02 )

Net realized and unrealized gain (loss) on investments

    (0.12 )     (0.65 )     0.91       (0.06 )     0.40  

Total from investment operations

    (0.12 )     (0.65 )     0.88       (0.09 )     0.38  
                                         

Less Distributions:

                                       

From net investment income

    (0.02 )     0.00 (2)      (0.02 )            

Total distributions

    (0.02 )     0.00       (0.02 )            
                                         

Capital Share Transactions

                                       

Dilutive effect of rights offering

          (0.09 )(5)                 (0.20 )(3)
                                         

Net asset value, end of period

  $ 1.97     $ 2.11     $ 2.85     $ 1.99     $ 2.08  

Per-share market value, end of period

  $ 1.71     $ 1.81     $ 2.65     $ 1.71     $ 1.64  
                                         

Total net asset value return(4)

    (5.82 %)     (25.82 %)     44.40 %     (4.33 %)     9.47 %

Total market value return(4)

    (4.70 %)     (31.62 %)     56.40 %     4.25 %     10.07 %
                                         

Ratios and Supplemental Data

                                       

Net assets, end of period (in thousands)

  $ 13,837     $ 14,828     $ 16,979     $ 11,858     $ 12,356  
                                         

Ratio of expenses to average net assets

    1.87 %     1.55 %     1.45 %     2.35 %     2.03 %

Ratio of net investment loss to average net assets

    0.07 %     (0.12 %)     (1.01 %)     (1.64 %)     (0.98 %)
                                         

Portfolio turnover rate

    3 %     2 %     14 %     1 %     1 %

 

(1)

Based on average shares outstanding for the period.

 

(2)

Rounds to less than 0.005.

 

(3)

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 11 for more information.

 

(4)

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.

 

(5)

Represents the impact of the Fund’s rights offering of 1,063,830 common shares in January 2022 at a subscription price based on a formula. See Note 11 for more information.

 

See accompanying Notes to Consolidated Financial Statements.

 

10

 

 

RENN Fund, Inc.

 

Consolidated Notes to Financial Statements

As of December 31, 2023

 

 

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. Horizon has served as the Fund’s investment advisor since July 1, 2017.

 

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, 2023 total assets of the Fund were $13,953,987, of which $824,428, or approximately 5.91%, 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, bitcoin, and other cryptocurrency 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.

 

(b) Valuation of Investments

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

 

11

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

(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, 2018 through 2023, 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 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.

 

12

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

(g) Short-Term Investments

The Fund invested a significant amount (34.21% of its net assets as of December 31, 2023) 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, 2023 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.

 

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

 

13

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

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 interest or other 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, the Fund’s Board of Directors’ valuation designee. 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.

 

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.

 

14

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

On a daily basis, as is necessary, Horizon prepares a valuation to determine fair value of the investments of the Fund. 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, 2023:

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets

                               

Convertible Bonds

  $     $     $     $  

Common Equities

    8,430,372             424,204       8,854,576  

Money Market Funds

    4,825,368                   4,825,368  

Open Ended Mutual Funds

    15,293                   15,293  

Preferred Stocks

                185,798       185,798  

Warrants

                7,104       7,104  

Total Investments

  $ 13,271,033     $     $ 617,106     $ 13,888,139  
 

 

15

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

 

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               

Securities Sold Short

                               

Exchange Traded Funds

  $ 2,894     $     $     $ 2,894  

Exchange Traded Notes

    202                   202  

Total Liabilities

  $ 3,096     $     $     $ 3,096  
 

 

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

 

 

 

Value

 

Beginning balance December 31, 2022

  $ 580,379  

Transfers into Level 3 during the period

     

Change in unrealized appreciation/(depreciation)

    35,623  

Total realized gain/(loss)

     

Purchases

     

Sales

     

Return of capital distributions

    1,104  

Transfers out of Level 3 during the period

     

Ending balance December 31, 2023

  $ 617,106  
 

 

Investments in portfolio companies are being classified as Level 3. At December 31, 2023, Petrohunter Energy Corporation was valued at $0 due to bankruptcy proceedings and thus qualifies as a Level 3 security. As part of the bankruptcy proceedings, the Fund received a payment of $1,104 during the year ended December 31, 2023, which was treated as a return of capital. Also at December 31, 2023, Big League Advance, LLC., Diamond Standard, Inc., and Miami International Holdings, Inc. were private companies and shares and/or warrants are illiquid, thus qualifying as Level 3 securities. 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, 2023:

 

Quantitative Information about Level 3 Fair Value Measurements

Portfolio Investment
Company

Valuation
Technique

Unobservable
Input*

 

Input Range

   

Valuation
Weighted
Average of
Input

   

Value at
12/31/23

   

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  

Big League Advance, LLC.

                                   

Common Stock

Asset Approach

Precedent Transaction

  $ 55.00     $ 55.00     $ 280,005       Increase  

Diamond Standard, Inc.

                                   

Preferred Stock

Cost Approach

Precedent Transaction

  $ 6.00     $ 6.00     $ 185,798       Increase  

Warrant

Black Scholes Method

Volatility

    10 %     10 %   $ 4       Increase  

 

16

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

Quantitative Information about Level 3 Fair Value Measurements

Portfolio Investment
Company

Valuation
Technique

Unobservable
Input*

 

Input Range

   

Valuation
Weighted
Average of
Input

   

Value at
12/31/23

   

Impact to
Valuation
from an
Increase in
Input**

 

Miami International Holdings, Inc.

                                 

Common Stock

Discounted Cash Flow

Volatility

    18.8 %     N/A     $ 144,200       Increase  
 

Option Pricing Model

Discount for Lack of Marketability

    12.5 %                        
   

Weighted Average Cost of Capital

    14.3 %                        
   

Years to Maturity

    6.5                          
   

Risk-Free Rate

    4.8 %                        

Warrant

Discounted Cash Flow

Volatility

    18.8 %     N/A     $ 7,100       Increase  
 

Option Pricing Model

Discount for Lack of Marketability

    12.5 %                        
   

Weighted Average Cost of Capital

    14.3 %                        
   

Years to Maturity

    6.5                          
   

Risk-Free Rate

    4.8 %                        

 

*

The Investment Advisor considers relevant indications of value that are reasonably and timely available to it in determining the fair value to be assigned to a particular security, such as the type and cost of the security; contractual or legal restrictions on resale of the security; relevant financial or business developments of the issuer; actively traded related securities; conversion or exchange rights on the security; related corporate actions; significant events occurring after the close of trading in the security; and changes in overall market conditions. The Fund’s use of fair value pricing may cause the net asset value of Fund shares to differ from the net asset value that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different than the value that could be realized upon the sale of that security.

 

**

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.

 

Note 6 - Investments in Affiliated Issuers

 

An affiliated issuer is an entity in which the Fund has ownership of at least 5% of the voting securities, or any investment which is advised or sponsored by the advisor. In this instance, affiliation is based on the fact that the Kinetics Spin-off and Corporate Restructuring Fund is advised by Horizon, the same Investment Advisor to the Fund. Issuers that are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Additional security purchases and the reduction of certain securities shares outstanding of existing portfolio holdings that were not considered affiliated in prior years may result in the Fund owning in excess of 5% of the

 

17

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

outstanding shares at period-end. The table below reflects transactions during the period with entities that are affiliates as of June 30, 2023 and may include acquisitions of new investments, prior year holdings that became affiliated during the period and prior period affiliated holdings that are no longer affiliated as of period-end.

 

                                                   

Dividends and
Distributions

 

Name of Issuer
and Title of
Issue

 

Value
Beginning
of Period

   

Purchases

   

Sales
Proceeds

   

Net Realized
Gain (Loss)

   

Change in
Unrealized
Appreciation
(Depreciation)

   

Value
End of
Period

   

Capital
Gains

   

Income

 

Kinetics Spin-off and Corporate

                                               

Restructuring Fund

  $ 20,806     $     $     $     $ (5,513 )   $ 15,293     $ 1,406     $ 81  

Total

  $ 20,806     $     $     $     $ (5,513 )   $ 15,293     $ 1,406     $ 81  
 

 

Name of Issuer and Title of Issue

 

Shares
Beginning
of Period

   

Purchases

   

Sales Proceeds

   

Stock Split

   

Shares
End of
Period

 

Kinetics Spin-off and Corporate

                                       

Restructuring Fund

    824                         824  

Total

    824                         824  
 

 

Note 7 – Federal Income Tax Information

 

At December 31, 2023, 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

  $ 20,024,907  

Gross unrealized appreciation

  $ 3,017,990  

Gross unrealized depreciation

    (9,157,854 )

Net unrealized depreciation

  $ (6,139,864 )

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to investments in grantor trusts and 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, 2023, 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)

 
  $ (14,475 )   $ 14,475  

 

18

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

As of December 31, 2023, 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

    (13,260,914 )

Net unrealized depreciation on investments

    (6,139,864 )

Net unrealized appreciation on foreign currency translations

    (7 )

Total accumulated deficit

  $ (19,400,785 )

 

As of December 31, 2023, the Fund had accumulated capital loss carryforwards as follows:

 

Not subject to expiration:

       

Short-term

  $ 136,084  

Long-term

    13,124,830  
    $ 13,260,914  

 

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.

 

The tax character of distributions paid during the tax years ended December 31, 2023 and 2022 were as follows:

 

Distributions paid from:

 

2023

   

2022

 

Ordinary income

  $ 106,408     $ 24,864  

Net long-term capital gains

           

Total distributions paid

  $ 106,408     $ 24,864  

 

Note 8 – Investment Transactions

 

For the year ended December 31, 2023, purchases and sales of investments, excluding short-term investments, were $327,999 and $264,340, respectively. There were no securities sold short or securities covered for the same period.

 

Note 9 - 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 Fund did not utilize the Fidelity Brokerage Services LLC margin account during the year ended December 31, 2023. At December 31, 2023 the Fund had no outstanding borrowings under the margin account.

 

Note 10 – 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.

 

19

 

 

RENN Fund, Inc.

 

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS (Continued)
As of December 31, 2023

 

 

Note 11 – Capital Share Transactions

 

On January 21, 2022, the Fund issued 1,063,830 common shares in connection with a rights offering. Stockholders of record December 10, 2021 were issued non-transferable rights for every share owned on that date. 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 $1.98 per share, which resulted in proceeds to the Fund of $2,106,383, which included securities transferred in kind with a market value of $171,162. Horizon paid all expenses relating to the offering.

 

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 12 – Market Disruption and Geopolitical Risks

 

Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. Since 2020, the novel strain of coronavirus (COVID-19) 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. Following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering transactions with the Central Bank of Russia and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood and vodka. There may also be restrictions on investments in Chinese companies. For example, the President of the United States of America signed an Executive Order in June 2021 affirming and expanding the U.S. policy prohibiting U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. Government as “Chinese Military-Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or an inability to participate in an investment the Advisor otherwise believes is attractive, the Fund may incur losses. The duration of the coronavirus outbreak and the Russian-Ukraine conflict 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. The ultimate impact of COVID-19 and Russia Invasion on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.

 

Note 13 – 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.

 

20

 

 

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, 2023, 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, and the consolidated financial highlights for each of the five years in the period then ended, 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, 2023, 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, and the consolidated financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

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, 2023 by correspondence with the custodian brokers, and private companies. When replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

Philadelphia, Pennsylvania
February 29, 2024

 

21

 

 

RENN Fund, Inc.

 

Other Information

December 31, 2023 (Unaudited)

 

 

Qualified Dividend Income

 

For the year ended December 31, 2023, 38.42% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, is designated as qualified dividend income.

 

Corporate Dividends Received Deduction

 

For the year ended December 31, 2023, 33.92% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, qualifies for the dividends received deduction available to corporate shareholders.

 

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 six-month period covered by this report, issues were presented to the shareholders for their vote at a Meeting of Shareholders on September 14, 2023.

 

The record date for determination of shareholders entitled to vote was July 14, 2023. As of the record date, there were outstanding 7,015,786 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 5,292,516 shares, or 75.44%, 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:

 

22

 

 

RENN Fund, Inc.

 

other information (Continued)
December 31, 2023 (Unaudited)

 

 

Proposal One - 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
4,160,080 (78.60%)

 

Votes
Against
401,662 (5.73%)

 

Votes
Abstaining
5,841 (0.083%)

 

Broker
Non-Votes
724,933

 

Proposal Two - At the Annual Meeting, a vote by ballot was taken to elect Alice 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 Brennan

 

Votes For
4,695,743 (84.56%)

 

Votes
Against
315,234 (4.49%)

 

Votes
Abstaining
1,808 (0.026%)

 

Broker
Non-Votes
724,932

 

Proposal Three - At the Annual Meeting, a vote by ballot was taken to vote on a proposal to declassify the Board of Directors. 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 proposal to declassify the Board of Directors were as follows:

 

Votes For
1,825,950 (34.50%)

 

Votes
Against
27,531 (0.39%)

 

23

 

 

RENN Fund, Inc.

 

other information (Continued)
December 31, 2023 (Unaudited)

 

 

Votes
Abstaining
4,030 (0.057%)

 

Broker
Non-Votes
3,435,005

 

Proposal Four - 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, 2023. 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, 2023 were as follows:

 

Votes For
5,275,554 (99.68%)

 

Votes
Against
13,975 (0.20%)

 

Votes
Abstaining
2,987 (0.043%)

 

Broker
Non-Votes
0

 

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, Equiniti Trust Company, LLC (“EQ”), 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, Equiniti Trust Company, LLC (“EQ”), whose telephone number is (718) 921-8200 extension 6412 and whose address is 48 Wall Street, Floor 23, New York, NY 10005.

 

Consideration of the Investment Advisory Agreement

 

At a meeting of the Board of Directors held on June 8, 2023, 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

 

24

 

 

RENN Fund, Inc.

 

other information (Continued)
December 31, 2023 (Unaudited)

 

 

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, 2023, the Fund’s net assets were approximately $13.8 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.

 

25

 

 

RENN Fund, Inc.

 

Directors and Officers

December 31, 2023 (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: 70

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, a registered Investment adviser) (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); Director, Texas Pacific Land Corp.(2) (2021 – Present); Chairman, Minneapolis Grain Exchange (2013-Present);

Russell Cleveland1

 

16660 Dallas Parkway, Suite 2600, Dallas, TX 75248

 

Age: 85

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: 45

Class One Director of the Fund

Since July 2017

Portfolio Manager, Horizon Kinetics LLC (including Horizon Kinetics Asset Management LLC, a registered Investment adviser) (Principal occupation) (2011-Present); Director, Bermuda Stock Exchange (2016-Present); Director, IL&FS Securities Services Ltd (2021-Present); Director, Canadian Securities Exchange (2020-Present): Director, Consensus Mining and Seigniorage Corp, (Cryptocurrency Mining)(2022-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: 71

Class One Director of the Fund

Since July 2017

Independent Consultant (legal and compliance risk oversight)(2014-Present); Senior Advisor, Advaita Capital (2021- Present); Greenback Renewal Energy Company II (Sustainable Infrastructure Company (2022-Present); Director, the FRMO Corp. (OTC Pink: FRMO) (2021-Present); Associate General Counsel, Chief Compliance Officer & Chief Trademark and Copyright Counsel, Verizon Wireless (2000-2014).

 

26

 

 

RENN Fund, Inc.

 

DIRECTORS AND OFFICERS (Continued)
December 31, 2023 (Unaudited)

 

 

Douglas Cohen, CPA

 

470 Park Avenue South, New York,

New York 10016

 

Age: 62

Class Two Director of the Fund

Since December 2022

Chief Financial Officer, Sunrise Credit Services, Inc. (2005-2021); Accounting Manager, Wagner & Zwerman, LLP (1997-2005); Senior Accountant, Leon D. Alpern & Company (1985-1997); Independent Director, Kinetics Mutual Funds.

 

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: 51

Vice-President, Chief Compliance Officer

Since July 2017

General Counsel, Horizon Kinetics LLC (including Horizon Asset Management LLC, a registered Investment adviser) (Principal occupation) (2011-Present); Chief Compliance Officer, Horizon Kinetics LLC (2015-2016); Vice-President and General Counsel, Consensus Mining and Seigniorage Corporation (Cryptocurrency Mining)(2022-Present).

 

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

Alun Williams

470 Park Avenue South, New York, New York 10016


Age: 52

Treasurer

Since February 2021

Chief Operating Officer, Horizon Kinetics LLC (including Horizon Asset Management LLC, a registered Investment adviser) (since 2021), Director of Trading and Operations (2011-2021); Director, Consensus Mining and Seigniorage Corporation (Cryptocurrency Mining)(2021-Present).

Russell Grimaldi

470 Park Avenue South, New York, New York 10016

 

Age: 43

Secretary

Since July 2017

Chief Compliance Officer, Horizon Kinetics LLC (including Horizon Asset Management LLC, a registered Investment adviser ) (Principal occupation) (2011-Present); Associate General Counsel, Horizon Kinetics LLC (2011-Present); Secretary, Consensus Mining and Seigniorage Corporation (Cryptocurrency Mining)(2021-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)

Murray Stahl is a member of the Board of Directors (the “Board”) of Texas Pacific Land Corporation (“TPL”), a holding in certain client accounts and funds, including the Renn Fund, Inc. (“Renn”), which is managed by Horizon Kinetics Asset Management LLC (“HKAM”). Officers, directors and employees of HKAM may also hold substantial amounts of TPL, both directly and indirectly, in their personal accounts. HKAM seeks to address potential conflicts of interest through the adoption of various policies and procedures, which include both electronic and physical safeguards. All personal and proprietary trading is also subject to HKAM’s Code of Ethics and is monitored by the firm’s Legal and Compliance Department. As a result of Murray Stahl being on the Board of TPL, he does not have any trading authority over shares of TPL. All trading decisions for TPL in Murray Stahl’s personal accounts and in client accounts and funds where he remains a portfolio manager has been delegated to another portfolio manager.

 

27

 

 

RENN Fund, Inc.

 

Service Providers

December 31, 2023 (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: https://horizonkinetics.com/products/closed-end-funds/renn/

 

Registrar and Transfer Agent

 

Equiniti Trust Company, LLC (“EQ”)
48 Wall Street, Floor 23
New York, NY 10005
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

 

28

 

 

This page intentionally left blank.

 

 

 

(b) Not applicable.

 

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 directors has determined that Mr. Douglas Cohen 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, 2023. “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, 2023 and for the year ended December 31, 2022.

 

    2023     2022  
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, 2023 and for the year ended December 31, 2022, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE  12/31/2023 FYE  12/31/2022
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 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  12/31/2023 FYE  12/31/2022
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 Douglas Cohen 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, 2023, Mr. Stahl, through Horizon, is responsible for the oversight and management of 10 other registered investment companies with assets of $1.67 billion, 15 other pooled investment vehicles with assets of $991 million and 18 non-pooled accounts in which an advisory fee is based on performance with assets of $5.78 million, and 700 other accounts with assets of $1.72 billion. Mr. Stahl’s value of his ownership in the Fund was between $500,000 and $1,000,000 at December 31, 2023.  

 

Steven Bregman serves as Co-Portfolio Manager of the Fund since 2021.

 

Mr. Bregman is the President and co-founder of 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. As of December 31, 2023, Mr. Bregman, through Horizon, is responsible for the oversight and management of 9 other registered investment companies with assets of $2.15 million, 9 other pooled investment vehicles with assets of $477 million, 2 non-pooled accounts in which the advisory fee is based on performance with assets of $0.56 million, and 911 other accounts with assets of $980 million. Mr. Bregman’s value of his ownership in the Fund was between $1 - $10,000 at December 31, 2023.

 

 

Peter Doyle serves as Co-Portfolio Manager of the Fund since 2021.

 

Mr. Doyle is Managing Director and co-founder of 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. As of December 31, 2023, Mr. Doyle, through Horizon, is responsible for the oversight and management of 10 other registered investment companies with assets of $2.43 billion, 8 other pooled investment vehicles with assets of $754 million in which the advisory fee is based on performance, and 113 other accounts with assets of $116 million. Mr. Doyle’s value of his ownership in the Fund was between $10,001 - $50,000 at December 31, 2023.

 

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, 2023 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 2023    8,252   $1.84         -           - 
February 2023    7,847    1.78    -    - 
March 2023    9,415    1.74    -    - 
April 2023    7,772    1.78    -    - 
May 2023    9,016    1.79    -    - 
June 2023    12,926    1.81    -    - 
July 2023    8,372    1.83    -    - 
August 2023    10,665    1.85    -    - 
September 2023    8,398    1.82    -    - 
October 2023    8,824    1.86    -    - 
November 2023    6,564    1.67    -    - 
December 2023    1,814    1.70    -    - 

 

*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  
  Principal Executive Officer
and Chief Executive Officer
 
     
Date:  March 8, 2024  

 

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,
Principal Executive Officer and
Chief Executive Officer
 
     
Date:  March 8, 2024  

 

CODE OF ETHICS 

FOR 

THE BOARD OF DIRECTORS 

OF 

RENN FUND, INC.

 

The Renn Fund, Inc. (the “Fund”) is committed to conducting business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate disclosure -- financial and otherwise -- in compliance with applicable law. This Code of Ethics (the “Code”), applicable to the Fund’s Board of Directors (the “Board”), sets forth policies to guide you in the performance of your duties and is for the purpose of promoting:

 

  honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
     
  full, fair, accurate, timely and understandable disclosure in reports and documents that the Funds file with, or submit to, the Securities and Exchange Commission and in other public communications made by the Funds;
     
  compliance with applicable laws and governmental rules and regulations;
     
  the prompt internal reporting of violations of the Code to an appropriate person or persons identified in this Code; and
     
  accountability for adherence to this Code.

  

As a member of the Board, you must comply with applicable law. You also have a responsibility to conduct yourself in an honest and ethical manner. You have leadership responsibilities that include creating a culture of high ethical standards and a commitment to compliance, maintaining a work environment that encourages the internal reporting of compliance concerns and promptly addressing compliance concerns.

 

This Code recognizes that each member of the Board is subject to certain conflicts of interest inherent in the operation of investment companies, because, among other reasons, the members of the Board currently or may in the future serve as officers or employees of the Fund’s investment advisor (the “Advisor”) and/or affiliates of the Funds’ investment advisor (“Horizon”). This Code also recognizes that certain laws and regulations applicable to, and certain policies and procedures adopted by, the Fund or Horizon govern your conduct in connection with many of the conflict of interest situations that arise in connection with the operations of the Fund, including:

 

  the Investment Company Act of 1940, as amended, and the rules and regulation promulgated thereunder by the Securities and Exchange Commission (the “1940 Act”);

 

 

  the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Advisers Act”);
     
  the Code of Ethics adopted by the Fund pursuant to Rule 17j-1(c) under the 1940 Act (the “Funds’ 1940 Act Code of Ethics”);
     
  one or more codes of ethics adopted by Horizon that have been reviewed and approved by the members of the Board of the Fund that are not “interested persons” of the Fund (each an “Independent Director”), within the meaning of the 1940 Act (the “Horizon 1940 Act Code of Ethics”); and
     
  Horizon’s general policies and procedures to address, among other things, conflict of interest situations and related matters (collectively, the “Horizon Policies”).

 

The provisions of the 1940 Act, the Advisers Act, the Horizon 1940 Act Code of Ethics, and the Horizon Policies are referred to herein collectively as the “Additional Conflict Rules”.

 

This Code is different from, and is intended to supplement, the Additional Conflict Rules. Accordingly, a violation of the Additional Conflict Rules by a member of the Board is hereby deemed not to be a violation of this Code, unless and until the Independent Directors determine that any such violation of the Additional Conflict Rules is also a violation of this Code.

 

Members of the Board Should Act Honestly and Candidly

 

Each member of the Board has a responsibility to the Fund to act with integrity. Integrity requires, among other things, being honest and candid. Deceit and subordination of principle are inconsistent with integrity.

 

Each member of the Board must:

 

  act with integrity, including being honest and candid while still maintaining the confidentiality of information where required by law or the Additional Conflict Rules;
     
  comply with the laws, rules and regulations that govern the conduct of the Fund’s operations and report any suspected violations thereof in accordance with the section below entitled “Compliance”; and
     
  adhere to a high standard of business ethics.

-2

 

Conflicts Of Interest

 

A conflict of interest for the purpose of this Code occurs when your private interests, or those of your family members, interfere in any way, or even appear to interfere, with the interests of the Fund.

 

Members of the Board are expected to use objective and unbiased standards when making decisions that affect the Fund, keeping in mind that members of the Board are subject to certain inherent conflicts of interest because members of the Board of the Fund, or a member of the Board’s family, also are or may be officers of Horizon (as a result of which it is incumbent upon you to be familiar with and to seek to comply with the Additional Conflict Rules).

 

You are required to conduct the business of the Fund in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships. When making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest with respect to the Fund where you are receiving a personal benefit, you should act in accordance with the letter and spirit of this Code.

 

If you are in doubt as to the application or interpretation of this Code to you as a member of the Board of the Fund, you should make full disclosure of all relevant facts and circumstances to the Audit Committee of the Fund and obtain approval prior to taking action.

 

Each member of the Board must:

 

  avoid conflicts of interest wherever possible;
     
  handle any actual or apparent conflict of interest ethically;
     
  not use his or her personal influence or personal relationships to influence investment decisions or financial reporting by the Fund whereby the member of the Board would benefit personally to the detriment of the Fund;
     
  not cause the Fund to take action, or fail to take action, for the personal benefit of the member of the Board rather than the benefit of the Fund;
     
  not use material non-public knowledge of portfolio transactions made or contemplated for the Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions; and
     
  report at least annually affiliations or other relationships with the Fund, the Advisor (of its affiliates) or the distributor, as applicable, including any related conflict of interest.

-3

 

Some conflict of interest situations that should always be approved by the Audit Committee, if material, include the following:

 

  the receipt of any entertainment or non-nominal gift by the member of the Board, or a member of his or her family, from any company with which the Fund has current or prospective business dealings (other than Horizon or its affiliates), unless such entertainment or gift is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
     
  any ownership interest in, or any consulting or employment relationship with, the Fund’s service providers, other than Horizon; or
     
  a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the member of the Board’s employment by Horizon, as applicable, such as compensation or equity ownership.

 

Disclosures

 

It is the policy of the Fund to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Fund. As a member of the Board, you are required to promote compliance with this policy and to abide by the Fund’s standards, policies and procedures designed to promote compliance with this policy.

 

Each member of the Board must:

 

  familiarize himself or herself with the disclosure requirements applicable to the Funds as well as the business and financial operations of the Fund; and
     
  not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, including to other members of the Board, the Fund’s independent auditors, the Fund’s counsel, counsel to the Independent Directors, governmental regulators or self-regulatory organizations.

 

Unless otherwise required by law, this Code shall be disclosed as required by the Securities and Exchange Commission.

 

Compliance

 

It is the Fund’s policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each member of the Board to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to affiliated transactions, accounting and auditing matters.

-4

 

 

Accountability

 

Each member of the Board must:

 

  upon receipt of the Code, sign and submit to the Fund’s Board an acknowledgement stating that he has received, read and understands the Code on the certification attached hereto as Appendix A.
     
  annually thereafter affirm to the Fund’s Board that he or she has complied with the requirements of the Code and reported any violations of the Code on the certification attached hereto as Appendix A.
     
  notify the Audit Committee promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.
     
  not retaliate against any other member of the Board or any employee of the Fund or affiliated persons of the Fund or the Fund’s service providers for reports of potential violations that are made in good faith.

 

Reporting Violations

 

The Fund’s Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. The Fund’s Audit Committee may consult Fund counsel in order to effectively discharge its responsibilities.

 

Investigation Procedures

 

The Fund will follow these procedures in investigating and enforcing this Code:

 

  The Audit Committee will take all appropriate action to investigate any potential violations of the Code;
     
  If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action;
     
  Any matter that the Audit Committee believes is a violation of this Code will be reported to the Fund’s Board; and
     
  If the Board concurs that a violation has occurred, it will take action which it considers appropriate. Such action may include a review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of each service provider or its governing body; or a recommendation to dismiss the member of the Board.

-5

 

Waivers of Code of Ethics

 

The Audit Committee is responsible for granting waivers, implicit or otherwise, of this Code, as appropriate. Such Committee will be responsible for granting waivers, as appropriate; and any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

A waiver is the approval of a material departure from a provision of this Code. An implicit waiver is the Fund’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the Audit Committee.

 

Recordkeeping

 

The Fund will maintain and preserve for a period of not less than six (6) years from the date an action is taken, the first two (2) years in an easily accessible place, a copy of the information or materials supplied to the Audit Committee: (i) that provided the basis for any amendment or waiver to this Code; and (ii) relating to any violation of this Code and sanctions imposed for such violation, together with a written record of the approval or action taken by the Audit Committee.

 

Confidentiality

 

All reports and records prepared or maintained pursuant to this Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Audit Committee, the Fund and its counsel, Horizon and its counsel and any other advisors, consultants or counsel retained by the Board or the Audit Committee.

 

Amendments

 

This Code, other than Exhibit A, may not be amended except in written form, which is specifically approved by a majority vote of the members of the Board of the Fund, including a majority of the Independent Directors.

 

No Rights Created

 

This Code is a statement of certain fundamental principles, policies and procedures that govern each of the members of the Board in the conduct of the Fund’s business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder or any other person or entity. 

-6

 

Appendix A

 

RENN FUND INC.

 

Certification and Acknowledgement of Receipt of Code of Ethics

 

I acknowledge and certify that I have received a copy of the Code of Ethics for the members of the Board of Directors of the Renn Fund, Inc. (the “Code”). I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

 

I acknowledge my commitment to comply with the Code.

 

Applicable next year:

 

I acknowledge that I complied with the Code for the one-year period ended __________.

 

I acknowledge that I reported all violations of this Code for the one-year period ended ___________ of which I am aware.

 

(Please submit on a separate piece of paper, exceptions to these acknowledgements.)

 

       
Board Member Name (Please Print)   Board Member Signature  
     
       
    Date  

 

-7-

 

Section 302 Certification

 

I, Murray Stahl, certify that:

 

1.I have reviewed this report on Form N-CSR of Renn Fund, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 Act):

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the Audit Committee of the registrant’s Board:

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 8, 2024

 

/s/ Murray Stahl  

Murray Stahl 

Chief Executive Officer,
Principal Executive Officer and
Chief Executive Officer

 

Section 906 Certification

 

I, Murray Stahl, certify that the periodic report containing the financial statements filed herewith pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) (the “1934 Act”) fully complies with the requirements of said Sections 13(a) or 15(d) of the 1934 Act and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

 

Date: March 8, 2024

 

/s/ Murray Stahl  

Murray Stahl 

Chief Executive Officer,
Principal Executive Officer and
Chief Executive Officer

v3.24.0.1
N-2
12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Entity Central Index Key 0000919567
Amendment Flag false
Entity Inv Company Type N-2
Document Type N-CSR
Entity Registrant Name RENN Fund, Inc.
General Description of Registrant [Abstract]  
Risk Factors [Table Text Block]

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.

 

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 interest or other 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.

Liquidity Risks  
General Description of Registrant [Abstract]  
Risk [Text Block]

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  
General Description of Registrant [Abstract]  
Risk [Text Block]

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 [Member]  
General Description of Registrant [Abstract]  
Risk [Text Block]

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  
General Description of Registrant [Abstract]  
Risk [Text Block]

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  
General Description of Registrant [Abstract]  
Risk [Text Block]

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.

Bitcoin Risk  
General Description of Registrant [Abstract]  
Risk [Text Block]

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  
General Description of Registrant [Abstract]  
Risk [Text Block]

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 interest or other expenses in selling securities short and such expenses are investment expenses of the Fund.

Investments in Leveraged/Inverse ETFs and ETNs  
General Description of Registrant [Abstract]  
Risk [Text Block]

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.


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