☒ | | | No fee required | |||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | | 1) | | | Title of each class of securities to which transaction applies: | |
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| | | 2) | | | Aggregate number of securities to which transaction applies: | |
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| | | 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): | |
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| | | 4) | | | Proposed maximum aggregate value of transaction: | |
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| | | 5) | | | Total fee paid: | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | 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: | |
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| | | 2) | | | Form, Schedule or Registration Statement No.: | |
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| | | 3) | | | Filing Party: | |
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| | | 4) | | | Date Filed: | |
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1. | To elect three (3) Trustees of the Fund to be elected by the holders of the Fund’s common shares and holders of its Series A Cumulative Puttable and Callable Preferred Shares, voting together as a single class; and |
2. | To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any adjournments thereof. |
| | | By Order of the Board of Trustees, | |
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| | | PETER GOLDSTEIN | |
| | | Secretary |
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration. |
3. | All Other Accounts: The capacity of the individuals signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
Registration | | | Valid Signature | |||
Corporate Accounts | | | ||||
(1) | | | ABC Corp. | | | ABC Corp., John Doe, Treasurer |
(2) | | | ABC Corp. | | | John Doe, Treasurer |
(3) | | | ABC Corp. | | | |
| | | c/o John Doe, Treasurer | | | John Doe | |
(4) | | | ABC Corp., Profit Sharing Plan | | | John Doe, Trustee |
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Trust Accounts | | | ||||
(1) | | | ABC Trust | | | Jane B. Doe, Trustee |
(2) | | | Jane B. Doe, Trustee | | | |
| | | u/t/d 12/28/78 | | | Jane B. Doe | |
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Custodian or Estate Accounts | | | ||||
(1) | | | John B. Smith, Cust. | | | |
| | | f/b/o John B. Smith, Jr. UGMA | | | John B. Smith | |
(2) | | | John B. Smith, Executor | | | |
| | | Estate of Jane Smith | | | John B. Smith, Executor | |
Name and Address of Beneficial Owners(s) | | | Title of Class | | | Amount of Shares and Nature of Ownership | | | Percent of Class |
Mario J. Gabelli and affiliates One Corporate Center Rye, New York 10580-1422 | | | Common | | | 1,144,496* | | | 74% |
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Marc Gabelli One Corporate Center Rye, New York 10580-1422 | | | Common | | | 134,535 | | | 8.7% |
* | Comprised of 363,212 Common Shares owned directly by Mario J. Gabelli, 111,486 Common Shares owned by Associated Capital Group Inc., 2,977 Common Shares owned by GAMCO Asset Management, 261 Common Shares owned by LICT Corporation, 567,533 Common Shares owned by E3M 2016, 5,183 Common Shares owned by Gabelli Foundation and 95,892 Common Shares owned by MJG Associates. |
Name and Address of Beneficial Owners(s) | | | Title of Class | | | Amount of Shares and Nature of Ownership | | | Percent of Class |
Mario J. Gabelli and affiliates One Corporate Center Rye, New York 10580-1422 | | | Preferred | | | 63,403* | | | 22% |
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Marc Gabelli One Corporate Center Rye, New York 10580-1422 | | | Preferred | | | 52,576 | | | 18.2% |
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Regina M. Pitaro One Corporate Center Rye, New York 10580-1422 | | | Preferred | | | 27,835 | | | 9.7% |
* | Comprised of 31,131 Preferred Shares owned directly by Mario J. Gabelli, 32,085 Preferred Shares owned by Associated Capital Group Inc., 87 Preferred Shares owned by LICT Corporation, and 100 Preferred Shares owned by GAMCO Asset Management. |
Proposal | | | Common Shareholders | | | Preferred Shareholders |
Election of Trustees | | | Common and Preferred Shareholders, voting together as a single class, vote to elect three Trustees: | | | Common and Preferred Shareholders, voting together as a single class, vote to elect three Trustees: |
| | | Calgary Avansino, Michael J. Melarkey, and Christina A. Peeney | | | Calgary Avansino, Michael J. Melarkey, and Christina A. Peeney | |
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Other Business | | | Common and Preferred Shareholders, voting together as a single class | |||
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(2) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships Held by Trustee | | | Number of Portfolios in Fund Complex(3) Overseen by Trustee |
INTERESTED TRUSTEES/NOMINEE(4): | | | ||||||||||
Mario J. Gabelli Chairman and Chief Investment Officer Age: 78 | | | Since 2015*** | | | Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies within the Gabelli/GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc. | | | Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications) (2013-2018) | | | 32(9) |
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Christina Peeney Trustee Age: 51 | | | Since February 2021* | | | Adjunct Professor in the Business and Computer Science Department at Middlesex County College, Edison, New Jersey; Analyst at Amabile Partners | | | — | | | 1 |
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INDEPENDENT TRUSTEES/NOMINEES(5): | | | ||||||||||
Calgary Avansino(7) Trustee Age: 45 | | | Since March 2021* | | | Chief Executive Officer, Glamcam (2018-2020) | | | Trustee, Cate School; Trustee, the E.L. Wiegand Foundation; Member, the Common Sense Media Advisory Council | | | 6 |
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Anthony S. Colavita(6)(7) Trustee Age: 59 | | | Since 2015** | | | Attorney, Anthony S. Colavita, P.C.; Supervisor, Town of Eastchester, NY | | | — | | | 21 |
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Frank J. Fahrenkopf, Jr.(7) Trustee Age: 81 | | | Since 2015*** | | | Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican National Committee (1983-1989) | | | Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company) | | | 12 |
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Michael J. Melarkey Trustee Age: 71 | | | Since 2017* | | | Of Counsel in the law firm of McDonald Carano Wilson LLP; Partner in the law firm of Avansino, Melarkey, Knobel, Mulligan & McKenzie (1980-2015) | | | Chairman of Southwest Gas Corporation (natural gas utility) | | | 22 |
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Kuni Nakamura(6) Trustee Age: 52 | | | Since 2015** | | | President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate); Trustee on Long Island University Board of Trustees | | | — | | | 35 |
Name, Position(s), Address(1) and Age | | | Term of Office and Length of Time Served(8) | | | Principal Occupation(s) During Past Five Years |
Bruce N. Alpert President Age: 69 | | | Since 2020 | | | Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Vice President – Mutual Funds, G.reasearch, LLC |
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John C. Ball Treasurer and Principal Financial and Accounting Officer Age: 45 | | | Since 2017 | | | Treasurer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Chief Executive Officer, G. Distributors, LLC since December 2020 |
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Peter Goldstein Secretary and Vice President Age: 67 | | | Since August 2020 | | | General Counsel, Gabelli Funds, LLC since July 2020; General Counsel and Chief Compliance Officer, Buckingham Capital Management, Inc. (2012-2020); Chief Legal Officer and Chief Compliance Officer, The Buckingham Research Group, Inc. (2012-2020) |
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Richard J. Walz Chief Compliance Officer Age: 61 | | | Since 2015 | | | Chief Compliance Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer for Gabelli Funds, LLC since 2015 |
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Daniel Plourde Vice President Age: 40 | | | Since February 2021 | | | Vice President of registered investment companies within the Gabelli/GAMCO Fund Complex since 2021; Assistant Treasurer of the North American SPDR ETFs and State Street Global Advisors Mutual Funds (2017-2021); Fund Administration at State Street Bank (2009-2017) |
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Laurissa M. Martire Vice President Age: 44 | | | Since 2015 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since January 2019) and other positions (2003-2019) of GAMCO Investors, Inc. |
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David I. Schachter Vice President and Ombudsman Age: 67 | | | Since 2015 | | | Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1999-2015) of G.research, LLC |
(1) | Address: One Corporate Center, Rye, NY 10580-1422. |
(2) | The Fund’s Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. |
(3) | The “Fund Complex” or the “Gabelli/GAMCO Fund Complex” includes all the U.S. registered investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers. |
(4) | “Interested person” of the Fund, as defined in the 1940 Act. Mr. Gabelli is considered to be an “interested person” of the Fund because of his affiliation with the Fund’s Adviser. Ms. Peeney is considered to be an “interested person” of the Fund because of her direct or indirect beneficial interest in the Fund’s Adviser. |
(5) | Trustees who are not considered to be “interested persons” of the Fund as defined in the 1940 Act are considered to be “Independent” Trustees. None of the Independent Trustees (with the possible exceptions as described in this proxy statement) nor their family members had any interest in the Adviser or any person directly or indirectly controlling, controlled by or under common control with the Adviser as of December 31, 2020. |
(6) | Trustee elected solely by holders of the Fund’s Preferred Shares. |
(7) | Mr. Colavita’s father, Anthony J. Colavita, and Mr. Fahrenkopf ’s daughter, Leslie F. Foley, serve as directors of other funds in the Gabelli/GAMCO Fund Complex. Ms. Avansino is the daughter of Raymond C. Avansino, Jr., who is a Director of GAMCO Investors, Inc., the parent company of the Fund’s Adviser. |
(8) | Includes time served in prior officer positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is duly elected and qualifies. |
(9) | As of December 31, 2020, there are a total of 46 registered investment companies in the Fund Complex. Of the 46 registered investment companies, Mr. Gabelli serves as a director or trustee for 33 funds, sole portfolio manager of 7 funds, and part of the portfolio management team of 14 funds. |
* | Nominees to serve, if elected, until the Fund’s 2024 Annual Meeting of Shareholders or until his or her successor is duly elected and qualifies. |
** | Term continues until the Fund’s 2023 Annual Meeting of Shareholders or until his successor is duly elected and qualifies. |
*** | Term continues until the Fund’s 2022 Annual Meeting of Shareholders or until his successor is duly elected and qualifies. |
Name of Trustee/Nominee | | | Dollar Range of Equity Securities Held in the Fund*(1) | | | Aggregate Dollar Range of Equity Securities Held in the Family of Investment Companies*(1)(2) |
INTERESTED TRUSTEES/NOMINEE: | ||||||
Mario J. Gabelli | | | E | | | E |
Christina A. Peeney(3) | | | A | | | A |
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INDEPENDENT TRUSTEES/NOMINEES: | ||||||
Calgary Avansino(4) | | | A | | | A |
Anthony S. Colavita | | | A | | | B |
Frank J. Fahrenkopf, Jr. | | | A | | | E |
Michael J. Melarkey | | | C | | | E |
Kuni Nakamura | | | C | | | E |
* | Key to Dollar Ranges |
A. | None |
B. | $1 – $10,000 |
C. | $10,001 – $50,000 |
D. | $50,001 – $100,000 |
E. | Over $100,000 |
(1) | This information has been furnished by each Trustee and nominee for election as Trustee as of December 31, 2020. “Beneficial Ownership” is determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended the (“1934 Act”). |
(2) | The term “Family of Investment Companies” includes two or more registered funds that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. Currently, the registered funds that comprise the “Fund Complex” are identical to those that comprise the “Family of Investment Companies.” |
(3) | Ms. Peeney became a Trustee of the Fund on February 24, 2021. |
(4) | Ms. Avansino became a Trustee of the Fund on March 25, 2021. |
Name of Trustee/Nominee/Officer | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Shares Outstanding(2) |
INTERESTED TRUSTEES/NOMINEE: | ||||||
Mario J. Gabelli | | | 1,145,863 Common(3) | | | 74% |
| | | 63,403 Series A Preferred(4) | | | 21.8% | |
Christina A. Peeney(8) | | | 0 | | | 0 |
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INDEPENDENT TRUSTEES/NOMINEES: | ||||||
Calgary Avansino(9) | | | 0 | | | * |
Anthony S. Colavita | | | 0 | | | * |
Frank J. Fahrenkopf, Jr. | | | 0 | | | * |
Michael J. Melarkey | | | 1,545 Common(5) | | | * |
| | | 515 Series A Preferred(6) | | | * | |
Kuni Nakamura | | | 927 Common | | | * |
| | | 309 Series A Preferred | | | * | |
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EXECUTIVE OFFICERS: | | | | | ||
Bruce N. Alpert | | | 618 Common(7) | | | * |
John C. Ball | | | 0 | | | * |
Peter Goldstein | | | 0 | | | * |
Richard J. Walz | | | 0 | | | * |
(1) | This information has been furnished by each Trustee, including each nominee for election as Trustee, and executive officer as of December 31, 2020. “Beneficial Ownership” is determined in accordance with Rule 13d-3 of the 1934 Act. Reflects ownership of Common Shares unless otherwise noted. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total shares outstanding. The ownership of the Trustees, including nominees for election as Trustee, and executive officers as a group constitutes 74.2% of the total Common Shares outstanding and 65.5% of the total Preferred Shares outstanding. |
(3) | Comprised of 363,212 Common Shares owned directly by Mr. Mario J. Gabelli, 111,486 Common Shares owned by Associated Capital Group, Inc., 2,029 Common Shares owned by GAMCO Asset Management, 261 Common Shares owned by LICT Corporation, and 567,000 Common Shares owned by E3M 2016, 5,183 Common Shares owned by Gabelli Foundation and 95,892 Common Shares owned by MJG Associates. |
(4) | Comprised of 31,131 Preferred Shares owned directly by Mr. Mario J. Gabelli, 32,085 Preferred Shares owned by Associated Capital Group, Inc., 87 Preferred Shares owned by LICT Corporation, and 100 Preferred Shares owned by GAMCO Asset Management. |
(5) | All 1,545 Common Shares are owned by Le Cle Investments for which Mr. Melarkey disclaims beneficial ownership. |
(6) | All 515 Preferred Shares are owned by Le Cle Investments for which Mr. Melarkey disclaims beneficial ownership. |
(7) | Includes 309 Common Shares owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership. |
(8) | Ms. Peeney became a Trustee of the Fund on February 24, 2021. |
(9) | Ms. Avansino became a Trustee of the Fund on March 25, 2021. |
Name of Independent Trustee/Nominee | | | Name of Owner and Relationships to Trustee/Nominee | | | Company | | | Title of Class | | | Value of Interests(1) | | | Percent of Class(2) |
Frank J. Fahrenkopf, Jr. | | | Same | | | Gabelli Associates Limited II E | | | Membership Interests | | | $1,414,130 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Common Stock | | | $21,769 | | | * |
Kuni Nakamura | | | Same | | | The LGL Group, Inc. | | | Warrants | | | $1,074 | | | * |
(1) | This information has been furnished as of December 31, 2020. |
(2) | An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding. |
Name of Person and Position | | | Aggregate Compensation from the Fund | | | Aggregate Compensation from the Fund and Fund Complex Paid to Trustees* |
INTERESTED TRUSTEES/NOMINEE: | | | | | ||
Mario J. Gabelli | | | $0 | | | $0 (0) |
Chairman and Chief Investment Officer | | | | | ||
Christina A. Peeney** | | | $0 | | | $0 (0) |
Trustee | | | | | ||
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INDEPENDENT TRUSTEES/NOMINEES: | | | | | ||
Calgary Avansino*** | | | $0 | | | $0 (0) |
Trustee | | | | | ||
Anthony S. Colavita | | | $12,500 | | | $134,000 (17) |
Trustee | | | | | ||
Frank J. Fahrenkopf, Jr. | | | $13,000 | | | $172,500 (12) |
Trustee | | | | | ||
Michael J. Melarkey | | | $10,000 | | | $202,500 (21) |
Trustee | | | | | ||
Kuni Nakamura | | | $13,500 | | | $360,000 (33) |
Trustee | | | | |
* | Represents the total compensation paid to such persons during the fiscal year ended December 31, 2020, by investment companies (including the Fund) or portfolios that are part of the Fund Complex. The number in parentheses represents the number of such investment companies and portfolios. |
** | Ms. Peeney became a Trustee of the Fund on February 24, 2021. |
*** | Ms. Avansino became a Trustee of the Fund on March 25, 2021. |
Fiscal Year Ended December 31 | | | Audit Fees | | | Audit Related Fees | | | Tax Fees* | | | All Other Fees |
2019 | | | $24,200 | | | — | | | $3,800 | | | $1,176 |
2020 | | | $24,200 | | | — | | | $3,800 | | | $866 |
* | “Tax Fees” are those fees billed by Ernst & Young in connection with tax compliance services, including primarily the review of the Fund’s income tax returns. |