UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
SPECIAL OPPORTUNITIES FUND, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
84741T104
(CUSIP Number)
(HOLDINGS AS OF DECEMBER 31, 2012)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
x Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person?s initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be ?filed? for the purpose of Section 18
of the Securities Exchange Act of 1934 (?Act?) or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form
displays a currently valid OMB control number.
13G
CUSIP No. 84741T104
1. Names of Reporting Persons.
RELATIVE VALUE PARTNERS, LLC
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
ILLINOIS
Number of Shares Beneficially
Owned by Each Reporting Person With:
5. Sole Voting Power
1,296,864
6. Shared Voting Power
0
7. Sole Dispositive Power
1,296,864
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,296,864
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11. Percent of Class Represented by Amount in Row (9)
19.04%
12. Type of Reporting Person
IA
13G
CUSIP No. 84741T104
ITEM 1.
(a) Name of Issuer:
SPECIAL OPPORTUNITIES FUND, INC.
(b) Address of Issuer's Principal Executive Offices:
C/O US BANCORP FUND SERVICES, LLC
615 EAST MICHIGAN STREET
MILWAUKEE, WI 53202
ITEM 2.
(a) Name of Person Filing:
RELATIVE VALUE PARTNERS, LLC
(b) Address of Principal Business Office, or if None,
Residence:
1033 SKOKIE BLVD., SUITE 470, NORTHBROOK, IL 60062
(C) Citizenship: ILLINOIS
(d) Title of Class of Securities: COMMON STOCK
(e) CUSIP Number: 84741T104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: 1,296,864
(b) Percent of class: 19.04%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,296,864
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the
disposition of
1,296,864
(iv) Shared power to dispose or to direct the
disposition of
0
INSTRUCTION. For computations regarding securities which
represent a right to acquire an underlying security SEE
ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
INSTRUCTION: Dissolution of a group requires a response to this
item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
If a group has filed this schedule pursuant to ss.240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant
to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating
the identity of each member of the group.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
N/A
ITEM 10. CERTIFICATIONS.
(a) The following certification shall be included if the
statement is filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having such
purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
FEBRUARY 14, 2013
________________________________
(Date)
/S/ MAURY FERTIG
________________________________
(Signature)
MAURY FERTIG/MANAGING MEMBER
________________________________
(Name/Title)
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his
authorized representative other than an executive officer or
general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a
power of attorney for this purpose which is already on file with
the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed
or printed beneath his signature.