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N-2 Filing for a Preferred Stock Offering for Special Opportunities Fund (SPE)

January 10, 2012

CEF’s Investment Objective:   SPE seeks to provide Total Return through opportunistic investing in securities of issuers and in other closed-end funds. More info on SPE: http://www.cefconnect.com/Details/Summary.aspx?ticker=SPE

Filing Date: January 6, 2012

Full N-2 Filing: http://www.sec.gov/Archives/edgar/data/897802/000089418912000070/specialopps_n2.htm

SPE 52 Week Market Price & NAV Performance – As of 1/9/2012

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SPE Annualized Total Returns – As of 1/9/2012

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Chart Source: CEFConnect.com

Preferred Offering Prospectus Summary

This summary highlights some of the information in this Prospectus.  It may not contain all of the information that you may want to consider.  You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this Prospectus.  The terms “we,” “us,” the “Fund” and “our” refer to Special Opportunities Fund, Inc. “BCM,” the “adviser” or the “investment adviser” refers to Brooklyn Capital Management.
General
The Fund was incorporated in Maryland on February 13, 1993 and commenced investment operations on June 7, 1993.  We are registered under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”), as a closed–end, diversified management investment company.  Our common stock is listed and trades on the NYSE under the trading symbol “SPE.”  On April 21, 2010 the Fund’s symbol changed from “PIF” to “SPE.”
Our Investment Objective and Strategy
Our investment objective is total return through capital appreciation and current income.  We seek to achieve our investment objective by investing in other closed-end investment companies and other private and publicly-issued U.S. and foreign securities that our Adviser believes have opportunities for appreciation.  The Fund may employ strategies designed to capture price movements generated by anticipated corporate events such as investing in companies involved in special situations, including, but not limited to, mergers, acquisitions, asset sales, spin-offs, balance sheet restructuring, bankruptcy, liquidations, self-tender offers, converting from a closed-end to open-end management investment company and other situations.
Our Adviser
Our investment adviser is Brooklyn Capital Management LLC, a limited liability company organized under the laws of Delaware.  BCM is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).  Under our Investment Advisory Agreement, we pay BCM a monthly fee at an annual rate of 1.00% of the value of our average weekly assets.  See “Investment Advisory Agreement.”
Rights Offering of Convertible Preferred Stock
Each of our stockholders as of the Record Date shall receive, at no cost, one transferable right (each whole right, a “Subscription Right”) to purchase one share of Convertible Preferred Stock for each ten shares of our common stock such stockholder owns as of the Record Date (the “Basic Subscription Right”).  We will not issue fractional shares of our Convertible Preferred Stock upon the exercise of any Rights (as defined below). The number of Rights issued to Record Date stockholders will be rounded down to the nearest whole number of Rights. We intend to offer shares of Convertible Preferred Stock to these stockholders for $50.00 per share (the “Subscription Price”).  The offer to purchase Convertible Preferred Stock will expire at 5:00 p.m., New York City time, on ______________, unless we decide to extend it to some later date (the “Expiration Date”).
If you elect to purchase the maximum amount of our Convertible Preferred Stock that you are entitled to purchase pursuant to your Basic Subscription Right, you will also be entitled to subscribe, subject to allotment, to purchase additional shares of our Convertible Preferred Stock, if any, that are not purchased by our other stockholders pursuant to their Basic Subscription Right as of the Expiration Date (the “Over-Subscription Privilege”).  Additionally, if there are not enough unsubscribed shares to honor all over-subscription requests, the Fund may, in its sole discretion, issue additional shares, up to 10% of the shares available in the Offering, to honor over-subscription requests. See “Convertible Preferred Stock Rights Offering – Over-Subscription Privilege.” If you do not fully subscribe for your Basic Subscription Right, your ownership is likely to be diluted. See “Risk Factors – Dilution of Ownership.”  The Basic Subscription Right and the Over-Subscription Privilege shall be collectively referred to herein as the “Rights.”

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