To: StockDung who wrote (11065 ) 2/9/2003 1:17:00 PM From: afrayem onigwecher Read Replies (7) | Respond to of 19428 MCV Adventure SEC takes a closer look The battle for MVC Capital, the closed-end fund once known as meVC, is getting nastier. As last week's Fund of Information column detailed, shareholders at MVC Capital's Feb. 28 annual meeting will choose from two slates seeking control of the fund's board. Leading one slate is CEO John Grillos; heading the other is Robert Knapp, a managing director at New York-based Millennium Partners. The past week brought several new twists. On Friday, an MVC spokesman confirmed that the SEC is conducting a "routine investigation" relating to MVC's decision last year to internalize the fund's management. A year ago, holders voted against renewing a management contract with an affiliate of fund founder Draper Fisher Jurvetson, through which Grillos had been running the fund. But rather than find a new adviser, the MVC board in a controversial move chose to run the portfolio internally. Opting to keep the status quo, the board named Grillos portfolio manager, heightening bitterness between him and critics. Meanwhile, the SEC last week began a formal investigation of the financial reporting practices at SmartForce, a company for which Grillos served as chief operating officer in 1998 and 1999, and as a director until September 2001. SkillSoft, a Nashua, N.H., company that later acquired SmartForce, last week said the SEC is examining financial disclosure and accounting practices at SmartForce from 1999 through June 2002. SkillSoft, which previously said it would restate earnings for the relevant period, said the commission is examining compliance with SEC filing requirements and "the conduct of those responsible for such matters." Grillos also has been named in at least one related shareholder suit. There's no mention of the SmartForce probe in MVC's proxy materials. A MVC spokesperson says that after checking with the SEC, the fund found no need to disclose the information. On Thursday, MVC filed suit in federal court in New York alleging securities-law violations by Millennium, which holds a 6.7% stake, and Karpus Investment Management with a 3.8% stake. MVC contends Millennium and Karpus improperly acted in concert, including timing purchases to avoid competing for shares. The suit also alleges violations of "anti-pyramiding" laws restricting investment companies from owning more than 3% of other investment companies. Both Karpus and Millennium say the suit is meritless. Knapp calls it "a transparent attempt to obstruct shareholders' right to vote, and a shameful waste of shareholder resources." It's true that MVC's cash is dwindling: In the past week, according to MVC's Website, the total has dropped by $3.2 million, to $114.9 million. Whether that cash went to new investments -- or to lawyers -- wasn't clear. -- Eric J. Savitz E-mail comments to editors@barrons.com