☒
|
| |
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:
|
|
| | | | |||
| |
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:
|
|
| | | | |||
☐
|
| |
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:
|
|
| | | | |||
| |
2)
|
| |
Form, Schedule or Registration Statement No.:
|
|
| | | | |||
| |
3)
|
| |
Filing Party:
|
|
| | | | |||
| |
4)
|
| |
Date Filed:
|
|
| | | |
1.
|
To elect four (4) Trustees of the Fund, three (3) Trustees to be elected by the holders of the Fund’s common shares and holders
of its 5.450% Series A Cumulative Preferred Shares (“Preferred Shares”), voting together as a single class, and one (1) Trustee to be elected by the holders of the Fund’s Preferred Shares, voting as a separate class; and
|
2.
|
To consider and vote upon such other matters, including adjournments, as may properly come before said Meeting or any
adjournments or postponements thereof.
|
| |
By Order of the Board of Trustees,
|
|
| | ||
March 31, 2021
|
| |
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
|
Trust Accounts
|
| | ||||
(1)
|
| |
ABC Trust
|
| |
Jane B. Doe, Trustee
|
(2)
|
| |
Jane B. Doe, Trustee
|
| | |
| |
u/t/d 12/28/78
|
| |
Jane B. Doe
|
|
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 Owner(s)
|
| |
Title of Class
|
| |
Amount of Shares and
Nature of Ownership
|
| |
Percent of Class
|
Mario J. Gabelli
One Corporate Center
Rye, NY 10580-1422
|
| |
Common
|
| |
2,797,979 (beneficial)*
|
| |
31.1%
|
*
|
Comprised of 2,678,112 Common Shares owned directly by Mr. Gabelli, 1,425 Common Shares owned by a family partnership for which
Mr. Gabelli serves as general partner, and 118,442 Common Shares owned by GAMCO Investors, Inc. or its affiliates.
|
Proposal
|
| |
Common Shareholders
|
| |
Preferred Shareholders
|
1. Election of Trustees
|
| |
Common and Preferred Shareholders, voting together as a single class, vote to
elect three Trustees:
Calgary Avansino,
Anthony S. Colavita, and
Agnes Mullady
|
| |
Common and Preferred Shareholders, voting together as a single class, vote to
elect three Trustees:
Calgary Avansino
Anthony S. Colavita, and
Agnes Mullady
|
| | | |
|
||
| |
|
| |
Preferred Shareholders, voting as a separate class, vote to elect one Trustee:
Frank J. Fahrenkopf, Jr.
|
|
| | | | |||
2. 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
Trustee and
Chief Investment Officer
Age: 78
|
| |
Since 2013**
|
| |
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(10)
|
| | | | | | | | |||||
Kevin V. Dreyer
Trustee
Age: 43
|
| |
Since 2016***
|
| |
Managing Director and Co-Chief Investment Officer of the Value team of GAMCO
Investors, Inc.; Portfolio Manager for Gabelli Funds, LLC and GAMCO Asset Management Inc.
|
| |
—
|
| |
1
|
| | | | | | | | |||||
Agnes Mullady
Trustee
Age: 62
|
| |
Since March 2021*
|
| |
Senior Vice President of GAMCO Investors, Inc. (2008-2019); Executive Vice
President of Associated Capital Group, Inc. (November 2016-2019); President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC (2010-2019); Vice President of Gabelli Funds, LLC (2006-2019); Chief Executive Officer of
G.distributors, LLC (2011-2019); and an officer of all of the Gabelli/GAMCO/Teton Funds (2006-2019)
|
| |
—
|
| |
9
|
| | | | | | | | |||||
INDEPENDENT TRUSTEES/NOMINEES(5):
|
| | ||||||||||
Calgary Avansino(6)
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
|
| | | | | | | | |||||
John Birch(6)
Trustee
Age: 70
|
| |
Since 2018***
|
| |
Partner, The Cardinal Partners Global; Chief Operating Officer of Sentinel Asset
Management and Chief Financial Officer and Chief Risk Officer of Sentinel Group Funds (2005-2015)
|
| |
—
|
| |
5
|
| | | | | | | | |||||
Anthony S. Colavita(6)
Trustee
Age: 59
|
| |
Since 2018*
|
| |
Attorney, Anthony S. Colavita, P.C.; Supervisor, Town of Eastchester, NY
|
| |
—
|
| |
21
|
| | | | | | | | |||||
James P. Conn
Trustee
Age: 83
|
| |
Since 2013**
|
| |
Former Managing Director and Chief Investment Officer of Financial Security
Assurance Holdings, Ltd. (1992-1998)
|
| |
—
|
| |
23
|
| | | | | | | | |||||
Frank J. Fahrenkopf, Jr.(6)(7)
Trustee
Age: 81
|
| |
Since 2013*
|
| |
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
|
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
|
Kuni Nakamura(7)
Trustee
Age: 52
|
| |
Since 2013***
|
| |
President of Advanced Polymer, Inc. (chemical manufacturing company); President of
KEN Enterprises, Inc. (real estate); Trustee on Long Island University Board of Trustees
|
| |
—
|
| |
35
|
| ||||||||||||
Salvatore J. Zizza(6)(8)
Trustee
Age: 75
|
| |
Since 2013**
|
| |
President, Zizza & Associates Corp. (private holding company); Chairman of
Bergen Cove Realty Inc. (residential real estate)
|
| |
Director and Chairman of Trans-Lux Corporation (business services); Director and
Chairman of Harbor Diversified Inc. (pharmaceuticals) (2009-2018); Retired Chairman of BAM (semiconductor and aeorspace manufacturing)
|
| |
32
|
Name, Position(s) Address(1)
and Age
|
| |
Term of Office and Length of Time Served(9)
|
| |
Principal Occupation(s) During Past Five Years
|
Bruce N. Alpert
President
Age: 69
|
| |
Since 2013
|
| |
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.research, LLC
|
| | | | |||
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 the AMG Funds, 2014-2017; Chief Executive Officer, G. Distributors, LLC since December 2020
|
| | | | |||
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)
|
| | | | |||
Richard J. Walz
Chief Compliance Officer Age: 61
|
| |
Since 2013
|
| |
Chief Compliance Officer of registered investment companies within the
Gabelli/GAMCO Fund Complex since 2013; Chief Compliance Officer for Gabelli Funds, LLC since 2015
|
| | | | |||
Laurissa M. Martire
Vice President
Age: 44
|
| |
Since 2018
|
| |
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund
Complex; Senior Vice President (since 2019) and other positions (2003-2019) of GAMCO Investors, Inc.
|
| | | | |||
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)
|
| | | | |||
Bethany A. Uhlein
Vice President and Ombudsman
Age: 30
|
| |
Since
November 2020
|
| |
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund
Complex since May 2017; Assistant Vice President (since 2015) and Associate (2013- 2015) for GAMCO Asset Management Inc.
|
(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. Messrs. Gabelli and Dreyer are each considered to be an “interested
person” of the Fund because of their affiliation with the Fund’s Adviser. Ms. Mullady is considered to be an “interested person” of the Fund because of her direct or indirect beneficial interest in the Fund's Adviser and due to a previous
business or professional relationship with the Fund and the 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)
|
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.,
|
(7)
|
Trustee/Nominee elected solely by holders of the Fund’s Preferred Shares.
|
(8)
|
On September 9, 2015, Mr. Zizza entered into a settlement with the Securities and Exchange Commission (the “SEC”) to resolve an
inquiry relating to an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction. The company in question is not an affiliate of, nor has any connection
to, the Fund. Under the terms of the settlement, Mr. Zizza, without admitting or denying the SEC’s findings and allegation, paid $150,000 and agreed to cease and desist committing or causing any future violations of Rule 13b2-2 of the
Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board has discussed this matter and has determined that this does not disqualify Mr. Zizza from serving as an Independent Trustee.
|
(9)
|
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.
|
(10)
|
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.
|
*
|
Nominee 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
|
Kevin V. Dreyer
|
| |
C
|
| |
E
|
Agnes Mullady(3)
|
| |
A
|
| |
A
|
INDEPENDENT TRUSTEES/NOMINEES:
|
||||||
Calgary Avansino(3)
|
| |
A
|
| |
A
|
John Birch
|
| |
A
|
| |
E
|
Anthony S. Colavita
|
| |
A
|
| |
B
|
James P. Conn
|
| |
C
|
| |
E
|
Frank J. Fahrenkopf, Jr.
|
| |
A
|
| |
E
|
Kuni Nakamura
|
| |
C
|
| |
E
|
Salvatore J. Zizza
|
| |
B
|
| |
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 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)
|
Mses. Avansino and Mullady became Trustees 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
|
| |
2,797,979(3)
|
| |
30.8%
|
Kevin V. Dreyer
|
| |
2,667
|
| |
*
|
Agnes Mullady(4)
|
| |
0
|
| |
*
|
INDEPENDENT TRUSTEES/NOMINEES:
|
||||||
Calgary Avansino(4)
|
| |
0
|
| |
*
|
John Birch
|
| |
0
|
| |
*
|
Anthony S. Colavita
|
| |
0
|
| |
*
|
James P. Conn
|
| |
1,000
|
| |
*
|
Frank J. Fahrenkopf, Jr.
|
| |
0
|
| |
*
|
Kuni Nakamura
|
| |
3,533
|
| |
*
|
Salvatore J. Zizza
|
| |
150
|
| |
*
|
EXECUTIVE OFFICERS:
|
||||||
Bruce N. Alpert
|
| |
6,063
|
| |
*
|
| |
4,000 Series A Preferred(5)
|
| |
*
|
|
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 30.9% of the total Common Shares and less than 1% of the total Preferred Shares.
|
(3)
|
Comprised of 2,678,112 Common Shares owned directly by Mr. Gabelli, 1,425 Common Shares owned by a family partnership for which
Mr. Gabelli serves as general partner, and 118,442 Common Shares owned by GAMCO Investors, Inc. or its affiliates.
|
(4)
|
Mses. Avansino and Mullady became Trustees of the Fund on March 25, 2021.
|
(5)
|
Includes 1,000 Series A Preferred Shares owned by Mr. Alpert’s spouse for which he disclaims beneficial ownership.
|
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
|
| |
*
|
Salvatore J. Zizza
|
| |
Same
|
| |
Gabelli Associates Fund
|
| |
Membership Interests
|
| |
$2,722,035
|
| |
*
|
Salvatore J. Zizza
|
| |
Same
|
| |
Gabelli Performance Partnership L.P.
|
| |
Limited Partner Interests
|
| |
$323,804
|
| |
*
|
(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
|
| | | | ||
Trustee and
|
| | | | ||
Chief Investment Officer
|
| |
$0
|
| |
$0 (0)
|
Kevin V. Dreyer
|
| | | | ||
Trustee
|
| |
$0
|
| |
$0 (0)
|
Agnes Mullady**
|
| |
|
| |
|
Trustee
|
| |
$0
|
| |
$0 (0)
|
INDEPENDENT TRUSTEES/NOMINEES:
|
| | | | ||
Calgary Avansino**
|
| |
|
| |
|
Trustee
|
| |
$0
|
| |
$0 (0)
|
John Birch
|
| | | | ||
Trustee
|
| |
$8,000
|
| |
$38,000 (4)
|
Anthony S. Colavita
|
| | | | ||
Trustee
|
| |
$7,500
|
| |
$134,000 (17)
|
James P. Conn
|
| | | | ||
Trustee
|
| |
$8,000
|
| |
$279,750 (24)
|
Frank J. Fahrenkopf, Jr.
|
| | | | ||
Trustee
|
| |
$8,000
|
| |
$172,500 (12)
|
Kuni Nakamura
|
| | | | ||
Trustee
|
| |
$11,500
|
| |
$360,000 (33)
|
Salvatore J. Zizza
|
| | | | ||
Trustee
|
| |
$8,500
|
| |
$320,000 (31)
|
*
|
Represents the total compensation paid to such persons during the 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.
|
**
|
Mses. Avansino and Mullady became Trustees of the Fund on March 25, 2021.
|
Period/Year Ended
December 31
|
| |
Audit Fees
|
| |
Audit Related Fees
|
| |
Tax Fees*
|
| |
All Other Fees
|
2019
|
| |
$30,750
|
| |
—
|
| |
$4,150
|
| |
—
|
2020
|
| |
$31,365
|
| |
—
|
| |
$4,235
|
| |
—
|
*
|
“Tax Fees” are those fees billed by PricewaterhouseCoopers in connection with tax compliance services, including primarily the
review of the Fund’s income tax returns.
|