Atlas Fund Seeks Re-election of Board, Citing Strong Insider Ownership

TL;DR

**Atlas Fund's board is a lock for re-election, signaling stability and strong insider alignment, so expect business as usual.**

AI Summary

Atlas U.S. Tactical Income Fund, Inc. (the Company) filed a DEF 14A proxy statement on December 29, 2025, for its Annual Meeting of Shareholders scheduled for January 28, 2026. The primary purpose of the meeting is to elect four members to the Board of Directors, with all current directors standing for re-election. The Board, comprised of three Independent Directors (Eduardo Inclán, Fernando J. Nido, Jorge Padilla) and one Interested Director (Paul Hopgood), unanimously recommends voting FOR all nominees. Paul Hopgood, who is also President of the Company and owns 100% of Atlas Asset Management LLC, serves as the Interested Director. The Independent Directors each received an annual stipend of $10,000 for the fiscal year ended September 30, 2025. As of December 15, 2025, the Directors and Officers as a group beneficially held $2,341,052 of the outstanding Class A shares, demonstrating significant insider ownership. The Board met four times during the fiscal year ended September 30, 2025, and the Audit Committee met three times, indicating active oversight.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the governance structure and director elections for Atlas U.S. Tactical Income Fund, Inc. The unanimous recommendation for re-election of all four incumbent directors, including Paul Hopgood who controls the investment adviser, suggests continuity in leadership and strategy. The significant insider ownership, with directors and officers holding over $2.3 million in Class A shares, aligns their interests with those of shareholders, potentially fostering long-term stability. In a competitive market, a stable and experienced board, particularly one with strong insider investment, can be a differentiating factor for investor confidence.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine director elections with all incumbents standing unopposed, requiring only a plurality vote. The Board unanimously recommends voting FOR all nominees, and there are no contentious proposals or significant changes to the company's governance structure indicated. The presence of three independent directors on a four-person board also suggests a degree of oversight.

Analyst Insight

Investors should vote FOR the re-election of the four director nominees as recommended by the Board, supporting continuity and the existing governance structure. Given the strong insider ownership, this vote reinforces alignment between management and shareholder interests. No immediate action beyond voting is suggested, as the filing indicates a stable operational environment.

Executive Compensation

Key Numbers

• $10,000 — Annual stipend for each Independent Director (Compensation for fiscal year ended September 30, 2025)
• $2,341,052 — Aggregate value of Class A shares held by Directors and Officers (As of December 15, 2025, demonstrating significant insider ownership)
• 4 — Number of Board meetings held (During the fiscal year ended September 30, 2025)
• 3 — Number of Audit Committee meetings held (During the fiscal year ended September 30, 2025)
• 4 — Number of Directors on the Board (Comprised of three Independent Directors and one Interested Director)
• 100% — Ownership of Atlas Asset Management LLC (Held by Paul Hopgood, the Interested Director)
• 1 — Number of Directors who attended the last Shareholder meeting (On January 30, 2025)
• 2026-01-28 — Date of Annual Meeting of Shareholders (Scheduled for 10:00 a.m. Atlantic Time)
• 2025-12-15 — Record date for voting eligibility (Shareholders of record on this date are entitled to vote)
• 2 — Number of portfolios in the Fund Complex overseen by each Director (Including Atlas U.S. Tactical Income Fund, Inc. and Atlas U.S. Government Money Market Fund, Inc.)

Key Players & Entities

• Atlas U.S. Tactical Income Fund, Inc. (company) — Registrant
• Paul Hopgood (person) — President and Interested Director of Atlas U.S. Tactical Income Fund, Inc., and President of Atlas Asset Management LLC
• Eduardo Inclán (person) — Independent Director of Atlas U.S. Tactical Income Fund, Inc.
• Fernando J. Nido (person) — Independent Director of Atlas U.S. Tactical Income Fund, Inc.
• Jorge Padilla (person) — Independent Director and Lead Independent Director of Atlas U.S. Tactical Income Fund, Inc.
• Atlas Asset Management LLC (company) — Investment Adviser to Atlas U.S. Tactical Income Fund, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for the filing
• Pedro Gonzalez (person) — Vice President, Secretary and Treasurer of Atlas U.S. Tactical Income Fund, Inc.
• Timothy Shaloo (person) — Chief Compliance Officer of Atlas U.S. Tactical Income Fund, Inc.
• Ultimus Fund Solutions, LLC (company) — Former employer of Timothy Shaloo

FAQ

Industry Context

The investment fund industry, particularly for tactical income strategies, operates within a dynamic market environment influenced by interest rate policies, economic growth, and investor demand for yield. Companies like Atlas U.S. Tactical Income Fund compete by offering differentiated investment approaches and demonstrating strong governance. Regulatory oversight from bodies like the SEC, guided by acts such as the Investment Company Act of 1940, is a constant factor shaping operations and disclosure requirements.

Regulatory Implications

The filing of a DEF 14A signifies compliance with SEC regulations requiring transparent communication with shareholders about corporate governance matters, including director elections. Adherence to the Investment Company Act of 1940 is critical, particularly concerning the independence of directors and the oversight of fund operations to protect investor interests.

What Investors Should Do

1. Review the nominees for the Board of Directors and their qualifications, paying attention to the distinction between independent and interested directors.
2. Vote FOR all nominees as recommended by the Board of Directors to ensure continuity in governance and oversight.
3. Ensure your proxy is submitted by mail, telephone, or internet by the Annual Meeting date to have your vote counted.
4. Note the significant insider ownership ($2,341,052 in Class A shares held by Directors and Officers), which can align management interests with shareholders.

Key Dates

• 2025-12-15: Record Date for voting eligibility — Shareholders of record on this date are entitled to vote at the Annual Meeting.
• 2026-01-28: Annual Meeting of Shareholders — Shareholders will vote on the election of four Directors and any other business properly brought before the meeting.
• 2026-01-02: Anticipated mailing date of Notice of Annual Meeting, Proxy Statement, and proxy card — Shareholders will receive materials to review before the meeting and to cast their votes.

Glossary

DEF 14A

A definitive proxy statement filed with the SEC by a company, providing detailed information to shareholders regarding matters to be voted on at a shareholder meeting. (This document is the primary source of information for shareholders regarding the upcoming Annual Meeting and the election of Directors.)

Independent Director

A director who is not an 'interested person' of the company or its investment adviser, as defined by the Investment Company Act of 1940. (Ensures objective oversight of the company's affairs and protects shareholder interests.)

Interested Director

A director who is considered an 'interested person' due to a material business or professional relationship with the company or its investment adviser. (Highlights potential conflicts of interest that shareholders should be aware of when evaluating director nominees.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose primary trading purpose is not the speculation or trading of securities. (Governs the oversight responsibilities of the Board of Directors and defines terms like 'independent' and 'interested' directors.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the eligibility criteria for shareholders to participate in the upcoming Annual Meeting.)

Year-Over-Year Comparison

This filing is a DEF 14A for the annual meeting scheduled for January 28, 2026. Specific comparative financial metrics from a previous filing (e.g., revenue, net income, margins) are not detailed within this proxy statement, which primarily focuses on director elections and governance. The key information provided relates to the current board composition, director compensation ($10,000 annual stipend for independent directors), and insider ownership as of December 15, 2025.

Key Financial Figures

• $51 million — ket Fund, Inc., and is a manager of the $51 million Bluhaus Small Business Fund L.P. SBIC F
• $10,000 — s an annual stipend from the Company of $10,000, plus reimbursement of expenses for att
• $2,341,052 — Directors and Officers as a group held $2,341,052 of the outstanding Class A shares and l
• $0 — dent Directors Eduardo Inclán $0 $0 Fernando Nido over $100,000 ove
• $100,000 — án $0 $0 Fernando Nido over $100,000 over $100,000 Jorge Padilla over $1
• $23,500 — 1 Tax Fees 2 All Other Fees 3 2025 $23,500 $0 $0 2024 $22,400 $0 $0 1. Au
• $22,400 — Fees 3 2025 $23,500 $0 $0 2024 $22,400 $0 $0 1. Audit Fees are fees for pr

Filing Documents

• atlas-proxy_statement.htm (DEF 14A) — 164KB
• at001_v1.jpg (GRAPHIC) — 5KB
• at002_v1.jpg (GRAPHIC) — 5KB
• at003_v1.jpg (GRAPHIC) — 5KB
• at004_v1.jpg (GRAPHIC) — 2KB
• at005_v1.jpg (GRAPHIC) — 2KB
• at006_v1.jpg (GRAPHIC) — 1KB
• 0001580642-25-008054.txt ( ) — 194KB
• S000072935
• C000229637
• C000229638

From the Filing

DEF 14A 1 atlas-proxy_statement.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-12 ATLAS U.S. TACTICAL INCOME FUND, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: o Fee paid previously with preliminary materials: o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ATLAS U.S. TACTICAL INCOME FUND, INC. Buchanan Office Center, Suite 201, Road 165 #40 Guaynabo, Puerto Rico 00968 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on January 28, 2026 To the Shareholders of Atlas U.S. Tactical Income Fund, Inc.: NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Atlas U.S. Tactical Income Fund, Inc. (the Company), a Puerto Rico corporation, will be held at the offices of the Company, Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puerto Rico 00968, on January 28, 2026 at 10:00 a.m., Atlantic Time (the Meeting), for the following purposes (each, a Proposal): 1. To elect four members of the Board of Directors of the Company to serve until the next annual meeting of shareholders or until their successors are elected and qualified. 2. To transact any other business that may properly come before the Meeting or any adjournment thereof in the discretion of the proxies or their substitutes. The Board of Directors has fixed the close of business on December 15, 2025, as the record date for the determination of shareholders entitled to notice of, and to vote, at the Meeting or any adjournments thereof. The Board unanimously recommends that you cast your vote FOR ALL on the Proposal to elect the nominees to the Board of Directors of the Company. The Company has enclosed a copy of the proxy statement and proxy card. A copy of the Notice of Shareholder Meeting, the Proxy Statement and Proxy Voting Ballot are available at https://vote.proxyonline.com/ultimus/docs/atlas2026.pdf . To ensure your representation at the Meeting, please complete the enclosed proxy and return it promptly in the accompanying envelope or by calling the number listed on your proxy card whether or not you expect to be present at the Meeting. We urge all shareholders to take advantage of voting by mail, Internet or telephone (separate instructions are listed on the enclosed proxy card to vote by telephone or through the Internet). If you attend the Meeting, you may revoke your proxy and vote your shares in person. YOUR VOTE IS IMPORTANT. PLEASE VOTE BY TELEPHONE OR THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD TO AVOID UNNECESSARY EXPENSE AND DELAY. YOU MAY ALSO EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING. In Guaynabo, Puerto Rico, this 29th day of December, 2025. By Order of the Board of Directors, /s/ Paul Hopgood Paul Hopgood President ATLAS U.S. TACTICAL INCOME FUND, INC. Buchanan Office Center, Suite 201, Road 165 #40 Guaynabo, Puerto Rico 00968 ANNUAL MEETING OF SHAREHOLDERS To Be Held on January 28, 2026 PROXY GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the Board) of Atlas U.S. Tactical Income Fund, Inc., a Puerto Rico corporation (the Company), for use at the Annual Meeting of Shareholders of the Company to be held on January 28, 2026 at 10:00 a.m., Atlantic time, at the offices of the Company, Buchanan Office Center, Suite 201, Road 165 #40, Guaynabo, Puert

View Full Filing

View this DEF 14A filing on SEC EDGAR