SkyBridge Funds Seek Shareholder Vote to Elect Two Trustees
| Field | Detail |
|---|---|
| Company | Skybridge G II Fund |
| Form Type | DEF 14A |
| Filed Date | Aug 28, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Board Election, Corporate Governance, Investment Company Act, Shareholder Vote, Fund Management, Regulatory Compliance
TL;DR
**Vote FOR the SkyBridge trustee nominees; it's a routine governance move to maintain compliance and board flexibility, not a red flag.**
AI Summary
SkyBridge G II Fund and SkyBridge Opportunity Fund are holding a joint special meeting on October 9, 2025, to elect two nominees, Ms. Kristin Smith and Mr. James G. Jackson, to their respective Boards of Trustees. Both nominees currently serve as trustees but were not previously elected by shareholders. This election is crucial to ensure that at least a majority of the trustees continue to be shareholder-elected, as required by Section 16(a) of the Investment Company Act of 1940. The Board unanimously recommends voting FOR the nominees, emphasizing that this provides flexibility for future trustee appointments and replacements while maintaining regulatory compliance. The record date for voting is August 28, 2025, and shareholders can vote via internet, telephone, mail, or by attending the virtual meeting. As of August 28, 2025, Opportunity Fund had 1,355,438.515 shares outstanding, and G II Fund had 33,619.592 shares outstanding. The Funds will bear the pro rata share of proxy solicitation expenses.
Why It Matters
This proxy statement highlights a proactive measure by SkyBridge G II Fund and SkyBridge Opportunity Fund to ensure robust governance and compliance with the Investment Company Act of 1940. By electing existing trustees Kristin Smith and James G. Jackson, the Funds secure flexibility in board composition, which is vital for strategic decision-making and investor confidence. For investors, this ensures continued adherence to regulatory requirements regarding independent oversight. In a competitive asset management landscape, strong governance can differentiate funds and attract capital, signaling stability and sound management practices to the broader market.
Risk Assessment
Risk Level: low — The risk level is low because the proposal is a routine governance matter aimed at maintaining compliance with Section 16(a) of the Investment Company Act of 1940, which requires a majority of trustees to be shareholder-elected. The Board unanimously recommends the election of the two current trustees, Ms. Kristin Smith and Mr. James G. Jackson, and there are no indications of dissent or contentious issues.
Analyst Insight
Investors should vote FOR the election of Ms. Kristin Smith and Mr. James G. Jackson to support the Funds' proactive governance and regulatory compliance. This is a straightforward vote to ensure board flexibility and stability, aligning with the unanimous recommendation of the Board.
Key Numbers
- October 9, 2025 — Date of Joint Special Meeting (Shareholders will vote on trustee elections)
- 11:00 a.m. (Eastern Time) — Time of Joint Special Meeting (Virtual meeting for shareholders)
- August 28, 2025 — Record Date (Shareholders of record eligible to vote)
- 2 — Number of Nominees (Kristin Smith and James G. Jackson are being nominated)
- 1,355,438.515 — Shares Outstanding for Opportunity Fund (As of August 28, 2025, for voting purposes)
- 33,619.592 — Shares Outstanding for G II Fund (As of August 28, 2025, for voting purposes)
- 10% — Quorum for Special Meeting (Percentage of votes eligible to be cast required for each Fund's meeting to proceed)
- 1-888-470-7307 — Sodali & Co. Contact Number (For proxy solicitation assistance)
- 2/3 — Required Shareholder-Elected Trustees (Minimum proportion of trustees to be elected by shareholders as per Investment Company Act of 1940)
- 5 — Total Current Trustees (Three of whom were previously elected by shareholders)
Key Players & Entities
- SkyBridge G II Fund (company) — Registrant and Fund
- SkyBridge Opportunity Fund (company) — Registrant and Fund
- Kristin Smith (person) — Trustee nominee for both Funds
- James G. Jackson (person) — Trustee nominee for both Funds
- Raymond Nolte (person) — Chair of the Board of Trustees and President of the Funds
- Sodali & Co. (company) — Company retained for proxy solicitation
- SEC (regulator) — Securities and Exchange Commission
- Investment Company Act of 1940 (regulator) — Federal law governing investment companies
- Minna Urrey (person) — Secretary of each Fund
- Brett S. Messing (person) — Interested Trustee, President, Partner and COO at SkyBridge
FAQ
What is the purpose of the SkyBridge G II Fund Special Meeting on October 9, 2025?
The Special Meeting on October 9, 2025, is being held to consider and vote on the election of two nominees, Ms. Kristin Smith and Mr. James G. Jackson, to the Board of Trustees of both SkyBridge G II Fund and SkyBridge Opportunity Fund. This action ensures that at least a majority of the trustees are elected by shareholders, as mandated by Section 16(a) of the Investment Company Act of 1940.
Who are the nominees for the SkyBridge G II Fund Board of Trustees?
The two nominees for election to the Board of Trustees for both SkyBridge G II Fund and SkyBridge Opportunity Fund are Ms. Kristin Smith and Mr. James G. Jackson. Both individuals currently serve on the Board of Trustees.
Why is SkyBridge G II Fund asking shareholders to vote on these trustee nominations now?
SkyBridge G II Fund is asking shareholders to vote on these nominations to ensure compliance with Section 16(a) of the Investment Company Act of 1940, which requires a majority of trustees to be shareholder-elected. This also provides the Board with flexibility to address future vacancies or recruit new trustees in an orderly manner.
What is the Board's recommendation regarding the trustee nominees for SkyBridge G II Fund?
The Board of Trustees of both SkyBridge G II Fund and SkyBridge Opportunity Fund unanimously recommends that shareholders vote FOR the election of each nominee, Ms. Kristin Smith and Mr. James G. Jackson, to the Board.
When is the record date for voting at the SkyBridge G II Fund Special Meeting?
The record date for determining shareholders entitled to notice of and to vote at the Special Meeting for SkyBridge G II Fund is the close of business on August 28, 2025.
How can SkyBridge G II Fund shareholders vote their shares?
SkyBridge G II Fund shareholders can authorize a proxy to vote their shares via the internet, by telephone using the toll-free number on their voting form, or by mail using the enclosed proxy card. They can also vote by attending the virtual Special Meeting on October 9, 2025.
What happens if a SkyBridge G II Fund shareholder does not specify a choice on their proxy card?
If a SkyBridge G II Fund shareholder's proxy is properly executed and returned without a specified choice, the shares will be voted 'FOR' the election of each nominee to the Board of Trustees.
What is the quorum requirement for the SkyBridge G II Fund Special Meeting?
The quorum for the SkyBridge G II Fund Special Meeting is set at ten percent of the total number of votes eligible to be cast by all shareholders of the respective Fund, either present virtually or represented by proxy.
Are the SkyBridge G II Fund nominees considered 'interested persons' under the 1940 Act?
No, both Ms. Kristin Smith and Mr. James G. Jackson are not 'interested persons' of either Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940. This means they are considered independent trustees.
Who should SkyBridge G II Fund shareholders contact for assistance with voting?
SkyBridge G II Fund shareholders needing assistance with voting or having questions about the proxy materials should contact Sodali & Co. at 1-888-470-7307. Representatives are available Monday through Friday from 9:00 a.m. to 11:00 p.m. Eastern Time.
Risk Factors
- Compliance with Investment Company Act of 1940 [medium — regulatory]: The Funds must ensure that at least a majority of their trustees are elected by shareholders to comply with Section 16(a) of the Investment Company Act of 1940. Failure to maintain this shareholder-elected majority could result in regulatory scrutiny and potential penalties.
- Dependence on Proxy Solicitation Services [low — operational]: The Funds rely on Sodali & Co. for proxy solicitation assistance, as indicated by their contact number. Any disruption or inefficiency in this service could impact the successful execution of shareholder meetings and voting outcomes.
Industry Context
The closed-end fund industry, particularly those focused on alternative investments like Skybridge, operates within a highly regulated environment. Compliance with the Investment Company Act of 1940 is paramount, influencing corporate governance and shareholder voting requirements. Trends in investor demand for alternative assets and evolving regulatory landscapes shape strategic decisions for fund managers.
Regulatory Implications
The primary regulatory implication is the mandatory compliance with Section 16(a) of the Investment Company Act of 1940, requiring a majority of trustees to be shareholder-elected. The Funds' proactive approach in holding this special meeting aims to ensure continued adherence and avoid potential sanctions or operational disruptions.
What Investors Should Do
- Review the nominees' qualifications and backgrounds.
- Vote your shares by the deadline.
- Confirm your voting eligibility based on the August 28, 2025 record date.
Key Dates
- 2025-10-09: Joint Special Meeting of Skybridge G II Fund and SkyBridge Opportunity Fund — Shareholders will vote on the election of two nominees to the Boards of Trustees, crucial for maintaining regulatory compliance regarding shareholder-elected trustees.
- 2025-08-28: Record Date for Special Meeting — Establishes the list of shareholders eligible to vote at the special meeting. As of this date, Opportunity Fund had 1,355,438.515 shares outstanding and G II Fund had 33,619.592 shares outstanding.
Glossary
- DEF 14A
- A filing required by the U.S. Securities and Exchange Commission (SEC) by companies that are soliciting shareholders' votes on important matters, such as the election of directors. (This document details the proposed trustee elections for Skybridge G II Fund and SkyBridge Opportunity Fund.)
- Investment Company Act of 1940
- A U.S. federal law that regulates the organization and operation of companies, such as mutual funds, that engage in investing, reinvesting, and trading in securities, and whose primary purpose is to invest and trade in securities for investment and resale, and is engaged in the business of investing, reinvesting, and trading in securities. (Section 16(a) of this Act mandates that at least a majority of a fund's trustees must be elected by shareholders, a requirement addressed by this special meeting.)
- Beneficial Ownership
- The actual right to use or dispose of a security, even if the security is registered in someone else's name. This includes shares held directly or indirectly. (The filing will provide information on who beneficially owns shares in the Funds as of the record date.)
- Proxy Solicitation
- The process by which a company or organization requests that its shareholders grant authority to someone else to vote their shares on their behalf. (The Funds are engaging in proxy solicitation to gather votes for the trustee elections, using Sodali & Co. for assistance.)
Year-Over-Year Comparison
This filing is specific to a special meeting for trustee elections and does not provide comparative financial data from a previous year's annual report. The key focus is on governance and regulatory compliance rather than financial performance metrics.
Filing Stats: 4,774 words · 19 min read · ~16 pages · Grade level 12.5 · Accepted 2025-08-28 16:16:09
Filing Documents
- d96136ddef14a.htm (DEF 14A) — 219KB
- g96136g00s02.jpg (GRAPHIC) — 65KB
- g96136g12k12.jpg (GRAPHIC) — 225KB
- g96136g13k13.jpg (GRAPHIC) — 212KB
- g96136g14k14.jpg (GRAPHIC) — 223KB
- g96136g15k15.jpg (GRAPHIC) — 212KB
- 0001193125-25-191247.txt ( ) — 2652KB
- ck0001181848-20251009.xsd (EX-101.SCH) — 21KB
- d96136ddef14a_htm.xml (XML) — 2KB
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of August 28, 2025, the beneficial ownership information of each current trustee, including the nominee