UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-22884
The Gabelli Global Small and Mid Cap Value Trust
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: June 30, 2016
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
The Gabelli Global Small and Mid Cap Value Trust
Semiannual Report — June 30, 2016
(Y)our Portfolio Management Team
To Our Shareholders,
For the six months ended June 30, 2016, the net asset value (“NAV”) total return of The Gabelli Global Small and Mid Cap Value Trust (the “Fund”) was 1.2%, compared with a total return of 1.7% for the Morgan Stanley Capital International (“MSCI”) World SMID Cap Index. The total return for the Fund’s publicly traded shares was 0.3%. The Fund’s NAV per share was $12.34, while the price of the publicly traded shares closed at $10.43 on the New York Stock Exchange (“NYSE”). See below for additional performance information.
Enclosed are the financial statements, including the schedule of investments, as of June 30, 2016.
Comparative Results
| Average Annual Returns through June 30, 2016 (a) (Unaudited) | Since |
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| Year to Date | 1 Year |
Inception (06/23/14) |
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| Gabelli Global Small and Mid Cap Value Trust |
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| NAV Total Return (b) |
1.15% | 0.00% | 1.39 | % | ||||||||||
| Investment Total Return (c) |
0.29 | (2.07) | (6.69 | ) | ||||||||||
| MSCI World SMID Cap Index |
1.67 | (3.50) | (0.88 | )(d) | ||||||||||
| (a) | Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Performance returns for periods of less than one year are not annualized. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The MSCI World SMID Cap Index captures mid and small cap representation across 23 developed markets. Dividends are considered reinvested. You cannot invest directly in an index. |
| (b) | Total returns reflect changes in the NAV per share. Since inception return is based on an initial NAV of $12.00. |
| (c) | Total returns reflect changes in closing market values on the NYSE. Since inception return is based on an initial offering price of $12.00. |
| (d) | From June 30, 2014, the date closest to the Fund’s inception for which data is available. |
Summary of Portfolio Holdings (Unaudited)
The following table presents portfolio holdings as a percent of total investments as of June 30, 2016:
The Gabelli Global Small and Mid Cap Value Trust
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-Q is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
Proxy Voting
The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.
Certifications
The Fund’s Chief Executive Officer has certified to the New York Stock Exchange (“NYSE”) that, as of June 8, 2016, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund reports to the SEC on Form N-CSR which contains certifications by the Fund’s principal executive officer and principal financial officer that relate to the Fund’s disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act.
2
The Gabelli Global Small and Mid Cap Value Trust
Schedule of Investments — June 30, 2016 (Unaudited)
See accompanying notes to financial statements.
3
The Gabelli Global Small and Mid Cap Value Trust
Schedule of Investments (Continued) — June 30, 2016 (Unaudited)
See accompanying notes to financial statements.
4
The Gabelli Global Small and Mid Cap Value Trust
Schedule of Investments (Continued) — June 30, 2016 (Unaudited)
See accompanying notes to financial statements.
5
The Gabelli Global Small and Mid Cap Value Trust
Schedule of Investments (Continued) — June 30, 2016 (Unaudited)
See accompanying notes to financial statements.
6
The Gabelli Global Small and Mid Cap Value Trust
Schedule of Investments (Continued) — June 30, 2016 (Unaudited)
See accompanying notes to financial statements.
7
The Gabelli Global Small and Mid Cap Value Trust
See accompanying notes to financial statements.
8
The Gabelli Global Small and Mid Cap Value Trust
Statement of Changes in Net Assets
| Six Months Ended June 30, 2016 (Unaudited) |
Year Ended December 31, 2015 | |||||||||
| Operations: |
||||||||||
| Net investment income/(loss) |
$ | 1,003,350 | $ | (139,796 | ) | |||||
| Net realized gain on investments and foreign currency transactions |
1,179,437 | 848,426 | ||||||||
| Net change in unrealized appreciation on investments and foreign currency translations |
176,068 | 1,872,901 | ||||||||
|
|
|
|
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| Net Increase in Net Assets Resulting from Operations |
2,358,855 | 2,581,531 | ||||||||
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| Distributions to Preferred Shareholders: |
||||||||||
| Net investment income |
(231,625 | )* | — | |||||||
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| Total Distributions to Preferred Shareholders |
(231,625 | ) | — | |||||||
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|
|
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| Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations |
2,127,230 | 2,581,531 | ||||||||
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| Fund Share Transactions: |
||||||||||
| Net decrease from repurchase of common shares |
(1,137,592 | ) | (1,299,995 | ) | ||||||
| Net decrease from costs charged to repurchase of common shares |
(750 | ) | (1,200 | ) | ||||||
| Offering costs for preferred shares charged to paid-in capital |
(1,235,000 | ) | — | |||||||
|
|
|
|
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| Net Decrease in Net Assets from Fund Share Transactions |
(2,373,342 | ) | (1,301,195 | ) | ||||||
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| Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders |
(246,112 | ) | 1,280,336 | |||||||
| Net Assets Attributable to Common Shareholders: |
||||||||||
| Beginning of period |
99,137,042 | 97,856,706 | ||||||||
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| End of period (including undistributed net investment income of $743,585 and $0, respectively) |
$ | 98,890,930 | $ | 99,137,042 | ||||||
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| * | Based on year to date book income. Amounts are subject to change and recharacterization at year end. |
See accompanying notes to financial statements.
9
The Gabelli Global Small and Mid Cap Value Trust
Financial Highlights
Selected data for a common share of beneficial interest outstanding throughout the period:
| Six Months Ended June 30, 2016 (Unaudited) |
Year Ended December 31, 2015 |
Period Ended December 31, 2014(a) |
||||||||||
| Operating Performance: |
||||||||||||
| Net asset value, beginning of period |
$ 12.20 | $ 11.86 | $ 12.00 | |||||||||
| Net investment income/(loss) |
0.29 | (0.02 | )(b) | (0.07 | ) | |||||||
| Net realized and unrealized gain/(loss) on investments and foreign currency transactions |
1.06 | 0.34 | (0.07 | ) | ||||||||
| Total from investment operations |
1.35 | 0.32 | (0.14 | ) | ||||||||
| Distributions to Preferred Shareholders: * |
||||||||||||
| Net investment income |
(0.20 | )** | — | — | ||||||||
| Total distributions to preferred shareholders |
(0.20 | ) | — | — | ||||||||
| Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations |
1.15 | 0.32 | (0.14 | ) | ||||||||
| Fund Share Transactions: |
||||||||||||
| Increase in net asset value from repurchase of common shares |
0.02 | 0.02 | 0.00(c) | |||||||||
| Decrease in net asset value from costs charged to repurchase of common shares |
(0.00 | )(c) | (0.00 | )(c) | — | |||||||
| Offering costs for preferred shares charged to paid-in capital |
(1.03 | ) | — | — | ||||||||
| Total fund share transactions |
(1.01 | ) | 0.02 | 0.00 | (c) | |||||||
| Net Asset Value Attributable to Common Shareholders, End of Period |
$ 12.34 | $ 12.20 | $ 11.86 | |||||||||
| NAV total return † |
1.15 | % | 2.87 | % | (1.17 | )% | ||||||
| Market value, end of period |
$ 10.43 | $ 10.40 | $ 10.44 | |||||||||
| Investment total return †† |
0.29 | % | (0.38 | )% | (13.00 | )% | ||||||
| Ratios to Average Net Assets and Supplemental Data: |
||||||||||||
| Net assets including liquidation value of preferred shares, end of period (in 000’s) |
$128,891 | — | — | |||||||||
| Net assets attributable to common shares, end of period (in 000’s) |
$ 98,891 | $ 99,137 | $ 97,857 | |||||||||
| Ratio of net investment income to average net assets attributable to common shares before preferred share distributions |
2.07 | %(d) | (0.14 | )% | (1.12 | )%(d) | ||||||
| Ratio of operating expenses to average net assets attributable to common shares |
1.65 | %(d)(e) | 1.53 | %(e) | 1.58 | %(d) | ||||||
| Ratio of operating expenses to average net assets including liquidation value of preferred shares |
1.52 | %(d)(e) | — | — | ||||||||
| Portfolio turnover rate |
49.9 | % | 114.0 | % | 20.0 | % | ||||||
| 5.450% Series A Cumulative Preferred Shares |
||||||||||||
| Liquidation value, end of period (in 000’s) |
$ 30,000 | — | — | |||||||||
| Total shares outstanding (in 000’s) |
1,200 | — | — | |||||||||
| Liquidation preference per share |
$ 25.00 | — | — | |||||||||
| Average market value (f) |
$ 25.28 | — | — | |||||||||
| Asset coverage per share |
$ 107.41 | — | — | |||||||||
| Asset Coverage |
430 | % | — | — | ||||||||
| † | Based on net asset value per share. Total return for a period of less than one year is not annualized. |
| †† | Based on market value per share. Total return for a period of less than one year is not annualized. |
| * | Calculated based upon average common shares outstanding on record dates throughout the period. |
| ** | Based on year to date book income. Amounts are subject to change and recharacterization at year end. |
| (a) | The Fund commenced investment operations on June 23, 2014. |
| (b) | Per share amounts have been calculated using the average shares outstanding method. |
| (c) | Amount represents less than $0.005 per share. |
| (d) | Annualized. |
| (e) | The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended June 30, 2016 and the year ended December 31, 2015, there was no impact on the expense ratios. |
| (f) | Based on weekly prices. |
See accompanying notes to financial statements.
10
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited)
1. Organization. The Gabelli Global Small and Mid Cap Value Trust (the “Fund”) is a diversified closed-end management investment company organized as a Delaware statutory trust on August 19, 2013 and registered under the 1940 Act. Investment operations commenced on June 23, 2014. The Fund had no operations prior to June 23, 2014, other than matters relating to its organization and registration as a closed-end management company under the 1940 Act, and the sale of 8,333 common shares for $100,000 on January 22, 2014 to The Gabelli Dividend & Income Trust (“the Trust”). On June 23, 2014, the Trust contributed $99,229,373 in cash in exchange for 8,269,115 shares of the Fund, and on the same date distributed such shares to the holders of record on June 16, 2014 at the rate of one common share of the Fund for every ten common shares of the Trust.
The Fund’s investment objective is to seek long term growth of capital. The Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its total assets in equity securities (such as common stock and preferred stock) of companies with small or medium sized market capitalizations (“small cap” and “mid cap” companies, respectively) and at least 40% of its total assets in the equity securities of companies located outside the U.S. and in at least three countries.
2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.
Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).
Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as
11
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.
Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.
The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 — quoted prices in active markets for identical securities; |
| ● | Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and |
| ● | Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments). |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of June 30, 2016 is as follows:
| Valuation Inputs | |||||||||||||||||||||||||||||||||||
| Level 1 Quoted Prices |
Level 2 Other Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
Total Market Value at 6/30/16 | ||||||||||||||||||||||||||||||||
| INVESTMENTS IN SECURITIES: |
|||||||||||||||||||||||||||||||||||
| ASSETS (Market Value): |
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| Common Stocks |
|||||||||||||||||||||||||||||||||||
| Aerospace |
$ | 2,179,934 | — | $ | 9,452 | $ | 2,189,386 | ||||||||||||||||||||||||||||
| Consumer Products |
3,943,079 | — | 78,727 | 4,021,806 | |||||||||||||||||||||||||||||||
| Other Industries (a) |
86,761,737 | — | — | 86,761,737 | |||||||||||||||||||||||||||||||
| Total Common Stocks |
92,884,750 | — | 88,179 | 92,972,929 | |||||||||||||||||||||||||||||||
| Preferred Stocks (a) |
647,294 | — | — | 647,294 | |||||||||||||||||||||||||||||||
| Rights (a) |
— | — | 13,320 | 13,320 | |||||||||||||||||||||||||||||||
| U.S. Government Obligations |
— | $ | 36,072,560 | — | 36,072,560 | ||||||||||||||||||||||||||||||
| TOTAL INVESTMENTS IN SECURITIES – ASSETS |
$ | 93,532,044 | $ | 36,072,560 | $ | 101,499 | $ | 129,706,103 | |||||||||||||||||||||||||||
| (a) | Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings. |
The Fund did not have material transfers among Level 1, Level 2, and Level 3 during the six months ended June 30, 2016. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.
12
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
Additional Information to Evaluate Qualitative Information.
General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.
Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.
The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.
Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of achieving additional return or of hedging the value of the Fund’s portfolio, increasing the income of the Fund, hedging or protecting its exposure to interest rate movements and movements in the securities markets, managing risks, protecting the value of its portfolio against uncertainty in the level of future currency exchange rates, or hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.
The Fund’s derivative contracts held at June 30, 2016, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.
13
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
Limitations on the Purchase and Sale of Futures Contracts, Certain Options, and Swaps. Subject to the guidelines of the Board, the Fund may engage in “commodity interest” transactions (generally, transactions in futures, certain options, certain currency transactions, and certain types of swaps) only for bona fide hedging or other permissible transactions in accordance with the rules and regulations of the Commodity Futures Trading Commission (“CFTC”). Pursuant to amendments by the CFTC to Rule 4.5 under the Commodity Exchange Act (“CEA”), the Adviser has filed a notice of exemption from registration as a “commodity pool operator” with respect to the Fund. A Fund and the Adviser are therefore not subject to registration or regulation as a commodity pool operator under the CEA. In addition, certain trading restrictions are now applicable to the Fund as of January 1, 2013. These trading restrictions permit the Fund to engage in commodity interest transactions that include (i) “bona fide hedging” transactions, as that term is defined and interpreted by the CFTC and its staff, without regard to the percentage of the Fund’s assets committed to margin and options premiums and (ii) non-bona fide hedging transactions, provided that the Fund does not enter into such non-bona fide hedging transactions if, immediately thereafter, either (a) the sum of the amount of initial margin deposits on the Fund’s existing futures positions or swaps positions and option or swaption premiums would exceed 5% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions, or (b) the aggregate net notional value of the Fund’s commodity interest transactions would not exceed 100% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions. Therefore, in order to claim the Rule 4.5 exemption, the Fund is limited in its ability to invest in commodity futures, options, and certain types of swaps (including securities futures, broad based stock index futures, and financial futures contracts). As a result, in the future, the Fund will be more limited in its ability to use these instruments than in the past, and these limitations may have a negative impact on the ability of the Adviser to manage the Fund, and on the Fund’s performance.
Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.
Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.
14
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
Restricted Securities. The Fund is not subject to an independent limitation on the amount it may invest in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. The Fund held no restricted securities as of June 30, 2016.
Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.
Distributions to Shareholders. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. These reclassifications have no impact on the NAV of the Fund.
Distributions to shareholders of the Fund’s 5.45% Series A Cumulative Preferred Shares (“Series A Preferred”) are recorded on a daily basis and are determined as described in Note 5.
Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.
15
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
As of December 31, 2015, the components of accumulated earnings/losses on a tax basis were as follows:
| Undistributed ordinary income |
$ | 1,143,457 | ||
| Undistributed long term capital gains |
240,936 | |||
| Net unrealized appreciation on investments and foreign currency translations |
561,116 | |||
| Qualified late year loss deferral* |
(95,341 | ) | ||
|
|
|
|||
| Total |
$ | 1,850,168 | ||
|
|
|
| * | Under the current law, qualified late year losses realized after October 31 and prior to the Fund’s year end may be elected as occurring on the first day of the following year. For the year ended December 31, 2015, the Fund elected to defer $95,341 of late year long term capital losses. |
The Fund is permitted to carry capital loss forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.
The following summarizes the tax cost of investments and the related net unrealized appreciation at June 30, 2016:
| Cost | Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Appreciation |
|||||||||||||
| Investments |
$128,982,929 | $9,371,097 | $(8,647,923) | $723,174 | ||||||||||||
The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended June 30, 2016, the Fund did not incur any income tax, interest, or penalty. As of June 30, 2016, the Adviser has reviewed the open tax year and concluded that there was no tax impact to the Fund’s net assets or results of operations. The Fund’s current federal and state tax returns will remain open for three fiscal years, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.
3. Agreements and Transactions with Affiliates. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of the Fund’s average weekly net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs.
During the six months ended June 30, 2016, the Fund paid brokerage commissions on security trades of $37,139 to G.research, LLC, an affiliate of the Adviser.
During the six months ended June 30, 2016, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during the six months ended June 30, 2016 was $905.
The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement During the six months ended June 30, 2016, the Fund paid or accrued $22,500 to the Adviser in connection with the cost of computing the Fund’s NAV.
As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation
16
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
from affiliates of the Adviser). During the six months ended June 30, 2016, the Fund paid or accrued $52,737 in payroll expenses in the Statement of Operations.
The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $3,000 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended, the Audit Committee Chairman receives an annual fee of $2,000, the Proxy Voting Committee Chairman receives an annual fee of $1,000, the Nominating Committee Chairman and the Lead Trustee each receives an annual fee of $1,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.
4. Portfolio Securities. Purchases and sales of securities during the six months ended June 30, 2016, other than short term securities and U.S. Government obligations, aggregated $53,744,162, and $42,224,864, respectively.
5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.001). The Board has authorized the repurchase and retirement of its shares on the open market when the shares are trading at a discount of 7.5% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended June 30, 2016, the Fund repurchased and retired 111,647 of its common shares at a cost of $1,137,592 and an average discount of 15.77% from its net asset value. During the year ended December 31, 2015, the Fund repurchased and retired 127,301 of its common shares at a cost of $1,299,995 and an average discount of 14.26% from its net asset value.
Transactions in common shares were as follows:
| Six Months Ended June 30, 2016 (Unaudited) |
Year Ended December 31, 2015 |
|||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Decrease from repurchase of common shares |
(111,647 | ) | $ | (1,137,592 | ) | (127,301 | ) | $ | (1,299,995 | ) | ||||||
The Fund filed a $100 million shelf offering with the SEC which went effective March 24, 2016. The shelf offering gave the Fund the ability to offer additional common and preferred shares.
On May 10, 2016, the Fund received $28,765,000 (after underwriting discounts of $945,000 and estimated offering expenses of $290,000) from the public offering of 1,200,000 shares of 5.450% Series A Preferred Shares (“Series A Preferred”). Commencing May 10, 2021 and at any time thereafter, the Fund, at its option, may redeem the Series A Preferred in whole or in part at the redemption price plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares. In addition, the Board has authorized the repurchase of Series A Preferred Shares in the open market at prices less than the $25 liquidation value per share. During the six months ended June 30, 2016, the Fund did not repurchase any of the Series A Preferred. At June 30, 2016, 1,200,000 Series A Preferred were outstanding and accrued dividends amounted to $18,167.
The Fund’s Declaration of Trust, as amended, authorizes the issuance of 1,480,000 shares of $0.001 par value Cumulative Preferred Shares (“Preferred Shares”). The Preferred Shares are senior to the common shares
17
The Gabelli Global Small and Mid Cap Value Trust
Notes to Financial Statements (Unaudited) (Continued)
and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A Preferred are cumulative. The Fund is required by the 1940 Act and by the Statement of Preferences to meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Preferred Shares at redemption prices of $25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.
6. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
8. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
Shareholder Meeting – May 9, 2016 – Final Results
The Fund’s Annual Meeting of Shareholders was held on May 9, 2016 at the Greenwich Library in Greenwich, Connecticut. At that meeting, common shareholders elected Kevin V. Dreyer, Kuni Nakamura, and Salvatore J. Zizza as Trustees of the Fund. A total of 7,348,423 votes, 7,230,734 votes, and 7,226,896 votes were cast in favor of these Trustees, and a total of 98,521 votes, 216,210 votes, and 220,048 votes were withheld for these Trustees, respectively.
Mario J. Gabelli, CFA, Anthony J. Colavita, James P. Conn, and Frank J. Fahrenkopf, Jr. continue to serve in their capacities as Trustees of the Fund.
We thank you for your participation and appreciate your continued support.
18
THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST
One Corporate Center
Rye, NY 10580-1422
Portfolio Management Team Biographies
Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Chief Executive Officer and Chairman of the Board of Directors of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.
Christopher J. Marangi joined Gabelli in 2003 as a research analyst. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA with honors from Columbia Business School.
Kevin V. Dreyer joined Gabelli in 2005 as a research analyst covering companies within the consumer sector. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA from Columbia Business School.
Jeffrey J. Jonas, CFA, joined Gabelli in 2003 as a research analyst. He focuses on companies in the cardiovascular, healthcare services, and pharmacy benefits management sectors, among others. He also serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.
We have separated the portfolio managers’ commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio managers’ commentary is unrestricted. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.
The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “World Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “World Equity Funds.”
The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.
The NASDAQ symbol for the Net Asset Value is “XGGZX.”
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 7.5% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
| (b) | Not applicable. |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
REGISTRANT PURCHASES OF EQUITY SECURITIES
|
Period
|
(a) Total Number of Shares (or Units) Purchased
|
(b) Average Price Paid per Share (or Unit)
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
| ||||
| Month #1 01/01/16 through 01/31/16
|
Common - 23,824
Preferred - N/A |
Common - $9.6401
Preferred - N/A |
Common - 23,824
Preferred - N/A |
Common - 8,123,035 - 23,824 = 8,099,211
Preferred - N/A | ||||
| Month #2 02/01/16 through 02/29/16
|
Common - 13,260
Preferred - N/A |
Common - $9.6392
Preferred - N/A |
Common - 13,260
Preferred - N/A |
Common - 8,099,211 - 13,260 = 8,085,951
Preferred - N/A
| ||||
| Month #3 03/01/16 through 03/31/16
|
Common - 18,096
Preferred - N/A |
Common - $10.3410
Preferred - N/A |
Common - 18,096
Preferred - N/A |
Common - 8,085,951 - 18,096 = 8,067,855
Preferred - N/A
| ||||
| Month #4 04/01/16 through 04/30/16
|
Common - 10,412
Preferred - N/A |
Common - $10.4139
Preferred - N/A |
Common - 10,412
Preferred - N/A |
Common - 8,067,855 - 10,412 = 8,057,443
Preferred - N/A | ||||
| Month #5 05/01/16 through 05/31/16
|
Common - 15,221
Preferred - N/A |
Common - $10.4141
Preferred - N/A |
Common - 15,221
Preferred - N/A |
Common - 8,057,443 - 15,221 = 8,042,222
Preferred - 1,200,000 | ||||
| Month #6 06/01/16 through 06/30/16
|
Common - 30,834
Preferred - N/A |
Common - $10.5104
Preferred - N/A |
Common - 30,834
Preferred - N/A |
Common - 8,042,222 - 30,834 = 8,011,388
Preferred - 1,200,000 | ||||
| Total
|
Common - 111,647
Preferred - N/A
|
Common - $10.1282
Preferred - N/A |
Common - 111,647
Preferred - N/A |
N/A |
Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:
| a. | The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund’s quarterly report in accordance with Section 23(c) of the Investment Company Act of 1940, as amended. |
| b. | The dollar amount (or share or unit amount) approved – Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 7.5% or more from the net asset value of the shares. |
Any or all preferred shares outstanding may be repurchased when the Fund’s preferred shares are trading at a discount to the liquidation value of $25.00.
| c. | The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing. |
| d. | Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing. |
| e. | Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. – The Fund’s repurchase plans are ongoing. |
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| (a)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Not applicable. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) |
The Gabelli Global Small and Mid Cap Value Trust |
| By (Signature and Title)* |
/s/ Bruce N. Alpert |
|||
| Bruce N. Alpert, Principal Executive Officer |
| Date |
9/01/2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* |
/s/ Bruce N. Alpert |
|||
| Bruce N. Alpert, Principal Executive Officer |
| Date |
9/01/2016 |
| By (Signature and Title)* |
/s/ Agnes Mullady |
|||
| Agnes Mullady, Principal Financial Officer and Treasurer |
| Date |
9/01/2016 |
* Print the name and title of each signing officer under his or her signature.