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Bulldog Investors Letter To Hill International

 We received your letter dated February 4, 2016 (1) rejecting our proposal
that the board establish a committee of independent directors (and engage
independent counsel) to assess all strategic alternatives to maximize
shareholder value for Hill, and (2) declining to expressly respond to our
request to tell us (a) the actual beginning and ending dates of the window in
which we must provide advance notice of nominations and proposals for the 2016
annual meeting and (2) what information we need to supply, and instead
referring us to Hill's recently amended and restated bylaws (which are rather

 As to the first matter, you say that the Board rejected our proposal to form
a committee to explore alternatives to maximize shareholder value because it
thinks it is not in the best interest of Hill or its stockholders. We note that
on June 9, 2015 (when Hill's shares closed at $5.31), CEO David Richter boldly
announced: "We are confident that Hill's current strategic plan combined with
our strong growth outlook and aggressive cost optimization program will deliver
both near- and long-term value to our stockholders." With Hill's stock currently
trading below $3 per share,it is indisputable that his "strategic plan" has been
a dismal failure. Therefore, we find it difficult to understand the Board's
thinking in the face of a credible offer to acquire the Company for $4.75 per
share, which is more than 60% higher than its current market price. At a
minimum, the independent directors should reach out to some of Hill's largest
public shareholders to ask them what they think should be done to increase
shareholder value.

 With respect to the second matter, why are you being evasive? In the Form 8-K
that Hill filed on January 27, 2016, Item 5.03 stated that the Amended Bylaws
"require that a stockholder desiring to put forward a nomination to be acted
upon at the annual meeting must do so no later than the close of business on the
60th day, and no earlier than the close of business on the 90th day, prior to
the first anniversary of the previous year's annual meeting...." However,
Section 3.3 of the Bylaws (as Amended and Restated to January 21, 2016) states
that "[a] stockholder's notice [of nominations] must be delivered...not less
than ninety (90) days nor more than one-hundred-twenty (120) days in advance of
the Anniversary Date. (That inconsistency was apparently corrected in an
amendment to Form 8-K filed on February 8, 2016.) However, Hill's proxy
statement for the 2015 annual meeting issued on April 30, 2015 stated: "[Y]ou
must give notice to our Corporate Secretary no earlier than March 12, 2016 and
no later than April 11, 2016." Should we assume that that statement been

 Once again, to avoid any misunderstanding (and litigation), we request that
you simply tell us (1) the earliest and latest date that advance notice for
nominations and proposals is due for the 2016 annual meeting (assuming it will
not be held earlier than 30 days or later than 70 days from the anniversary
date of last year's meeting, i.e., June 9, 2016), and (2) the information that
a shareholder must provide with the notice. If you refuse to answer, we shall
assume that the advance notice window is from February 10, 2016 through
March 11, 2016 (barring an announcement that the meeting will be held before
May 10, 2016 or after August 18, 2016).

 Moreover, while some of the bylaw changes are unobjectionable, we think
others unnecessarily impede the franchise rights of shareholders, e.g., the
requirement that a proposing stockholder must be a stockholder of record rather
than a street name holder. Consequently, please be advised that we intend to
submit the following proposal at the next meeting of shareholders:

 Section 8.8 of the Bylaws is hereby amended by inserting the following
 sentence immediately after the first sentence: "Effective at the stockholder
 meeting at which this provision is adopted, no provision of the Bylaws that
 has the effect of limiting or impeding the franchise rights of stockholders
 shall be enforceable if it has not been approved by stockholders."