SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sec. 240.14a-12
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if oth`er than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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:
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
One Corporate Center
Rye, New York 10580-1422
(914)921-5070
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2010
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To the Shareholders of
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Convertible and Income Securities Fund Inc., a Maryland corporation (the
"Fund"), will be held on Monday, May 17, 2010, at 11:30 a.m., at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, and at any adjournments thereof (the "Meeting"), for the
following purposes:
1. To elect two (2) Directors of the Fund, one (1) Director by the
holders of the Fund's Common Stock and holders of its 6.00% Series B
Cumulative Preferred Stock (the "Preferred Stock"), voting together as
a single class, and one (1) Director by the holders of the Fund's
Preferred Stock voting as a separate class (PROPOSAL 1); and
2. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 15, 2010 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE VOTE
PROMPTLY. INSTRUCTIONS FOR THE PROPER VOTING AND/OR EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER. SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR
THE INTERNET BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIALS.ALTERNATIVELY, SHAREHOLDERS MAY
SUBMIT VOTING INSTRUCTIONS BY SIGNING AND DATING THE PROXY CARD AND RETURNING IT
IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
By Order of the Board of Directors,
PETER D. GOLDSTEIN
ACTING SECRETARY
April 7, 2010
INSTRUCTIONS FOR SIGNING PROXY CARDS TO BE RETURNED BY MAIL
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
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.
(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
INSTRUCTIONS FOR TELEPHONE/INTERNET VOTING
Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet and telephonic for shares held
through such firms. Instructions for Internet voting are included with each of
the Notice of Internet Availability of Proxy Materials and the proxy card.
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
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ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2010
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board," the members of which are
referred to as "Directors") of The Gabelli Convertible and Income Securities
Fund Inc., a Maryland corporation (the "Fund") for use at the Annual Meeting of
Shareholders of the Fund to be held on Monday, May 17, 2010, at 11:30 a.m., at
The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, and at any adjournments thereof (the "Meeting"). A Notice of
Internet Availability of Proxy Materials is being mailed on April 7, 2010.
In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Fund's transfer agent, and affiliates of Computershare or
other representatives of the Fund may also solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Fund has retained The
Altaian Group to assist in the solicitation of proxies for a fee of $750 plus
reimbursement of expenses. The Fund will pay the costs of the proxy solicitation
and the expenses incurred in connection with preparing, printing and mailing the
Proxy Statement and its enclosures. The Fund will also reimburse brokerage firms
and others for their expenses in forwarding solicitation materials to the
beneficial owners of its shares.
THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT ONE
CORPORATE CENTER, RYE, NEW YORK 10580-1422, BY CALLING THE FUND AT 800-422-3554,
OR VIA THE INTERNET AT www.gabelli.com.
If the proxy is properly executed and returned in time to be voted at the
Meeting, the Shares (as defined below) represented thereby will be voted "FOR"
the election of the nominees as Directors as described in this Proxy Statement,
unless instructions to the contrary are marked thereon, and at the discretion of
the proxy holders as to the transaction of any other business that may properly
come before the Meeting. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
voting his or her shares in person or by submitting a letter of revocation or a
later-dated proxy to the Fund at the above address prior to the date of the
Meeting.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event a quorum is not present at the
Meeting, or in the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient
votes have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.
1
The close of business on March 15, 2010 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
The Fund has two classes of capital stock outstanding: common stock, par
value $0.001 per share (the "Common Stock"), and 6.00% Series B Cumulative
Preferred Stock, par value $0.001 per share (the "Preferred Stock" and together
with the Common Stock, the "Shares"). The holders of the Common Stock and
Preferred Stock are each entitled to one vote for each full share held. On the
record date, there were 13,130,267 shares of Common Stock, and 965,548 shares of
Preferred Stock outstanding.
The following person was known to the Fund to be beneficial owner of more
than 5% of the Fund's outstanding shares of Common Stock as of the record date:
NAME AND ADDRESS
OF BENEFICIAL AMOUNT OF SHARES PERCENT OF
OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP CLASS
---------------- -------------- ----------------------- ----------
Mario J. Gabelli Common 1,407,709 (beneficial)* 10.7%
and affiliates
One Corporate
Center Rye,
NY 10580-1422
----------
* Includes 294,678 shares owned directly by Mr. Gabelli, 10,000 shares owned
by a family partnership for which Mr. Gabelli serves as general partner,
and 1,103,031 shares owned by GAMCO Investors, Inc. or its affiliates. Mr.
Gabelli disclaims beneficial ownership of the shares held by the
discretionary accounts and by the entities named except to the extent of
his interest in such entities.
As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding shares of Preferred
Stock.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
PROPOSALS COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
--------- ---------------------------------- ----------------------------------
1. Election of Common and Preferred Stockholders, Common and Preferred Stockholders,
Directors voting together as a single class, voting together as a single class,
vote to elect one Director: Mario vote to elect one Director: Mario
J. Gabelli, CFA J. Gabelli, CFA
Preferred Stockholders, voting as
a separate class, vote to elect
one Director: Werner J. Roeder
2. Other Business Common and Preferred Stockholders, voting together as a single class
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
2
PROPOSAL 1: TO ELECT TWO (2) DIRECTORS OF THE FUND
NOMINEES FOR THE BOARD OF DIRECTORS
The Board consists of eight Directors, seven of whom are not "interested
persons" of the Fund (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")). The Fund divides the Board into three classes, each
class having a term of three years. Each year the term of office of one class
will expire. Mario J. Gabelli and Werner J. Roeder have each been nominated by
the Board for election to serve for a three-year term to expire at the Fund's
2013 Annual Meeting of Shareholders and until their successors are duly elected
and qualified. Werner J. Roeder has been nominated by the Board for election by
the holders of the Fund's Preferred Stock for a three-year term to expire at the
Fund's 2013 Annual Meeting of Shareholders and until his successor is duly
elected and qualified. Each of the Directors of the Fund has served in that
capacity since the June 5, 1989 organizational meeting of the Fund with the
exception of (i) Mr. Colavita, who became a Director of the Fund on November 15,
1989, (ii) Mr. Zizza, who became a Director of the Fund on April 24, 1991, (iii)
Mr. van Ekris, who became a Director of the Fund on February 11, 1992, and (iv)
Dr. Roeder, who became a Director of the Fund on August 15, 2001. All of the
Directors of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as investment adviser. The classes of Directors are indicated below:
NOMINEES TO SERVE UNTIL 2013 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Werner J. Roeder
DIRECTORS SERVING UNTIL 2012 ANNUAL MEETING OF SHAREHOLDERS
E. Val Cerutti
Dugald A. Fletcher
Anthony R. Pustorino
DIRECTORS SERVING UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Anthonie C. van Ekris
Salvatore J. Zizza
Under the Fund's Articles of Amendment and Restatement, Articles
Supplementary, and the 1940 Act, holders of the Fund's outstanding Preferred
Stock, voting as a separate class, are entitled to elect two Directors, and
holders of the Fund's outstanding Common Stock and Preferred Stock, voting
together as a single class, are entitled to elect the remaining Directors,
subject to the provisions of the 1940 Act and the Fund's Articles of Amendment
and Restatement, Articles Supplementary, and By-Laws. The holders of the Fund's
outstanding Preferred Stock would be entitled to elect the minimum number of
additional Directors that would represent a majority of the Directors in the
event that dividends on the Fund's Preferred Stock are in arrears for two full
years. No dividend arrearages exist as of the date of this Proxy Statement. Mr.
Colavita and Dr. Roeder are currently the Directors elected solely by the
holders of the Fund's Preferred Stock. A quorum of the Preferred Stockholders
must be present in person or by proxy at the Meeting in order for the proposal
to elect Dr. Roeder to be considered.
Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Director if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.
3
INFORMATION ABOUT DIRECTORS AND OFFICERS
Set forth in the table below are the existing Directors, including those
Directors who are not considered to be "interested persons," as defined in the
1940 Act (the "Independent Directors"), two of whom are nominated for
re-election to the Board of the Fund and officers of the Fund, including
information relating to their respective positions held with the Fund, a brief
statement of their principal occupations and, in the case of the Directors,
their other directorships during the past five years (excluding other funds
managed by the Adviser), if any.
TERM OF NUMBER OF
OFFICE PORTFOLIOS
NAME, AND PRINCIPAL OTHER IN FUND
POSITION(S) LENGTH OCCUPATION(S) DIRECTORSHIPS COMPLEX(3)
ADDRESS(1) AND OF TIME DURING PAST FIVE HELD BY DIRECTOR OVERSEEN BY
AGE SERVED(2) YEARS DURING PAST FIVE YEARS DIRECTOR
---------------------- -------------- ------------------------------- ------------------------------ -----------
INTERESTED DIRECTOR/NOMINEE(4):
MARIO J. GABELLI Since 1989* Chairman and Chief Executive Director of Morgan Group 26
Chairman and Chief Officer of GAMCO Investors, Holdings, Inc. (holding
Investment Officer Inc. and Chief Investment company); Chairman of the
Age: 67 Officer - Value Portfolios of Board of LICT Corp.
Gabelli Funds, LLC and GAMCO (multimedia and communication
Asset Management Inc.; services); Director of CIBL,
Director/Trustee or Chief Inc. (broadcasting and
Investment Officer of other wireless communications)
registered investment companies
in the Gabelli/GAMCO Funds
Complex; Chairman and Chief
Executive Officer of GGCP, Inc.
INDEPENDENT DIRECTORS/NOMINEE(5):
E. VAL CERUTTI Since 1989** Chief Executive Officer of Director of The LGL Group, 7
Director Cerutti Consultants, Inc. Inc.
Age: 70 (diversified manufacturing)
ANTHONY J. COLAVITA(6) Since 1989*** President of the law firm of -- 34
Director Anthony J. Colavita, PC.
Age: 74
DUGALD A. FLETCHER Since 1989** President of Fletcher & Director of Harris and Harris 2
Director Company, Inc. Group, Inc. (venture capital)
Age: 80
ANTHONY R. PUSTORINO Since 1989** Certified Public Accountant; Director of The LGL Group, Inc. 13
Director Professor Emeritus, Pace (diversified manufacturing)
Age: 84 University
WERNER J. ROEDER(6) Since 2001* Medical Director of Lawrence -- 22
Director Hospital and practicing private
Age: 69 physician
ANTHONIE C. VAN EKRIS Since 1992*** Chairman and Chief Executive Director of Avrado Energy Inc. 20
Director Officer of BALMAC (oil and gas operations)
Age: 75 International, Inc. through 2005
(commodities and futures
trading)
SALVATORE J. ZIZZA Since 1991*** Chairman and Chief Executive Director of Harbor BioSciences, 28
Director Officer of Zizza & Co., Ltd. Inc. (biotechnology) and
Age: 75 (private holding company) and Trans-Lux Corporation (business
Chief Executive Officer of services); Chairman of each of
General Employment Enterprises, BAM (manufacturing);
Inc. Metropolitan Paper Recycling
(recycling); Bergen Cove Realty
Inc. (real estate); Bion
Environmental Technologies
(technology) (2005-2008);
Director of Earl Scheib Inc.
(automotive painting) through
April 2009
4
TERM OF
OFFICE
AND
NAME, LENGTH OF PRINCIPAL
POSITION(S) TIME OCCUPATION(S)
ADDRESS(1) AND AGE SERVED(2) DURING PAST FIVE YEARS
------------------ ---------------- --------------------------------------
OFFICERS(7):
BRUCE N.ALPERT Since 1988 Executive Vice President (since 1999)
President and Chief Operating Officer (since
Age: 58 1988) of Gabelli Funds, LLC; Chairman
of Teton Advisors, Inc. since July
2008 and Director and President from
1998 through June 2008; Senior Vice
President of GAMCO Investors, Inc.
since 2008; Officer of all of the
registered investment companies in the
Gabelli/GAMCO Fund Complex since 1988
JOSEPH H. EGAN Since March 2010 Assistant Treasurer of the Fund since
Acting Treasurer 2004; Assistant Treasurer of all of
Age: 66 the other registered investment
companies in the Gabelli/GAMCO Fund
Complex
PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs for
Chief Compliance Since March 2010 GAMCO Investors, Inc. since 2004;
Officer Acting Chief Compliance Officer of all of the
Secretary registered investment companies in the
Age: 57 Gabelli/GAMCO Fund Complex
LAURISSA M. MARTIRE Since 2004 Vice President or Ombudsman of the
Vice President Fund since 2004; Vice President or
and Ombudsman Ombudsman of other registered investment
Age: 33 companies in the Gabelli/GAMCO Fund
Complex; Assistant Vice President of
GAMCO Investors, Inc. since 2003
AGNES MULLADY* Since 2006 Senior Vice President of GAMCO
Treasurer and Investors, Inc. since 2009; Vice
Secretary President of Gabelli Funds, LLC since
Age: 51 2007; Officer of all of the registered
investment companies in the
Gabelli/GAMCO Fund Complex; Senior
Vice President of U.S. Trust Company,
N.A. and Treasurer and Chief Financial
Officer of Excelsior Funds from
2004-2005
----------
(1) Address: One Corporate Center, Rye, NY 10580-1422.
(2) The Fund's Board of Directors 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
registered funds 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 and Gabelli & Company, Inc., which
executes portfolio transactions for the Fund, and as a controlling
shareholder because of the level of his ownership of shares of Common Stock
of the Fund.
(5) Directors who are not considered to be "interested persons" of the Fund as
defined in the 1940 Act are considered to be "Independent" Directors.
(6) Director elected solely by holders of the Fund's Preferred Stock.
(7) Each officer will hold office for an indefinite term until the date he or
she resigns or retires and until his or her successor is elected and
qualified.
(8) Agnes Mullady is on leave of absence for a limited period of time.
* Nominee to serve, if elected, until the Fund's 2013 Annual Meeting of
Shareholders and until his successor is duly elected and qualified.
** Term continues until the Fund's 2012 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
*** Term continues until the Fund's 2011 Annual Meeting of Shareholders and
until his successor is duly elected and qualified.
The Board believes that each Director's experience, qualifications,
attributes or skills on an individual basis and in combination with those of
other Directors lead to the conclusion that each Director should serve in such
capacity. Among the attributes or skills common to all Directors are their
ability to review critically and to evaluate, question and discuss information
provided to them, to interact effectively with the other Directors, the Adviser,
the sub-administrator, other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective and
independent business judgment in the performance of their duties as Directors.
Each Director's ability to perform his duties effectively has been attained in
large part through the Director's busi-
5
ness, consulting or public service positions and through experience from service
as a member of the Board and one or more of the other funds in the Gabelli/GAMCO
Fund Complex, public companies, or non-profit entities or other organizations as
set forth above and below. Each Director's ability to perform his duties
effectively also has been enhanced by his education, professional training and
other life experiences.
MARIO J. GABELLI. Mr. Gabelli is Chairman of the Board of Trustees and
Chief Investment Officer of the Fund. He also currently serves as Chairman of
the boards of other funds in the Fund Complex. Mr. Gabelli is presently Chairman
and Chief Executive Officer of GAMCO Investors, Inc. ("GAMCO"), a NYSE-listed
investment advisory firm. He is also the Chief Investment Officer of Value
Portfolios of Gabelli Funds, LLC, and GAMCO Asset Management, Inc., which are
each asset management subsidiaries of GAMCO. In addition, Mr. Gabelli is Chief
Executive Officer and a director and the controlling shareholder of GGCP, Inc.,
an investment holding company that holds a majority interest in GAMCO. Mr.
Gabelli also sits on the boards of other publicly traded companies and private
firms, and various charitable foundations and educational institutions,
including as a Trustee of Boston College and as a member of the Board of
Overseers of Columbia University School of Business. Mr. Gabelli received his
Bachelors degree from Fordham University and his Masters of Business
Administration from Columbia University School of Business.
E. VAL CERUTTI. Mr. Cerutti is Chief Executive Officer of Cerutti
Consultants, Inc. Mr. Cerutti is a member of the Fund's Proxy Voting Committee.
He is a member of the board of other funds in the Fund Complex. He formerly
served as Director of The LGL Group, Inc., a diversified manufacturing company.
He was President and Chief Operating Officer of Stella D'oro Biscuit Co., and
served on the board of advisers of the Hagan School of Business of Iona College.
He has served as a consultant to several venture capital groups. Mr. Cerutti has
a Bachelor of Science degree from Fordham University and a Masters degree in
Business Administration from Iona College.
ANTHONY J. COLAVITA, ESQ. Mr. Colavita is a practicing attorney with over
49 years of experience. He is the Chair of the Fund's Nominating Committee and
is a member of the Fund's Audit Committee. Mr. Colavita also serves on
comparable or other board committees with respect to other funds in the Fund
Complex on whose boards he sits. Mr. Colavita also serves as a Trustee of a
charitable remainder unitrust. He formerly served as a Commissioner of the New
York State Thruway Authority and as a Commissioner of the New York State Bridge
Authority. He served for ten years as the elected Supervisor of the Town of
Eastchester, New York, responsible for ten annual municipal budgets of
approximately eight million dollars per year. Mr. Colavita formerly served as
special counsel to the New York State Assembly for five years and as a Senior
Attorney with the New York State Insurance Department. He was also formerly
Chairman of the Westchester County Republican Party and the New York State
Republican Party. Mr. Colavita received his Bachelor of Arts from Fairfield
University and his Juris Doctor from Fordham University School of Law.
DUGALD A. FLETCHER. Mr. Fletcher is president of Fletcher & Company.
Additionally, he currently serves as director of a venture capital firm. He
served as President and Director of Baker Weeks & Co., Inc., a NYSE Member Firm,
Senior Vice President of Booz-Allen & Hamilton, Inc., a management consulting
firm, President of Booz-Allen Acquisition Services, Director of Paine Webber,
Inc., Executive Vice President of Paine, Webber, Jackson and Curtis, Inc. and
Advisor to Gabelli/Rosenthal LP, a leveraged buyout fund. His industrial
experience includes Chairman of Keller Industries, Inc., a building and consumer
products company, Chairman of Binnings Building Products, Inc., and various
positions with the United States Steel Corporation. Mr. Fletcher received his
Bachelor of Arts from Harvard College, AB, and his Masters in Business
Administration from Harvard Business School.
ANTHONY R. PUSTORINO. Mr. Pustorino is a Certified Public Accountant and a
Professor Emeritus of Pace University and has over 40 years of experience in
public accounting. Mr. Pustorino is the lead independent Director and serves as
Chairman of the Fund's Audit Committee and Proxy Voting Committee and a member
of both multi-fund ad hoc Compensation Committees (described below under
"Trustees-Leadership Structure and Oversight Responsibilities). He has been
designated as the Funds' Audit Committee Financial Expert. He also serves on
comparable committees of other boards in the Fund Complex. Mr. Pustorino is also
Chair of the Audit Committee and Director of The LGL Group, Inc., a diversified
manufacturing company. He was previously the President and Shareholder of a CPA
Firm and a Professor of accounting at both Fordham University and Pace
University. He was both the Chairman of the Board of Directors of the New York
State Board of Public Accountancy and of the CPA Examination Review Board of the
6
National Association of State Board of Accountancy. He was a member of the
Executive Committee and Vice President of the New York State Society of CPAs,
and was Chair or Member of many of its technical committees. He was a Member of
the Council of the American Institute of CPAs. Mr. Pustorino is the recipient of
numerous professional and teaching awards. He received a Bachelor of Science in
Business from Fordham University and a Masters in Business Administration from
New York University.
WERNER J. ROEDER. Dr. Roeder is Vice President of Medical Affairs/Medical
Director of Lawrence Hospital Center in Bronxville, New York. He has been a
practicing surgeon for over 45 years. As Vice President of Medical Affairs at
Lawrence Hospital, he is actively involved in quality, personnel, and financial
matters concerning the hospital's $140 million budget. He is a member of the
Fund's Nominating and Proxy Voting Committees and a member of both multi-fund ad
hoc Compensation Committees and also serves on comparable or other board
committees with respect to other funds in the Fund Complex on whose boards he
sits. Dr. Roeder is board certified as a surgeon by The American Board of
Surgery and presently serves in a consulting capacity to Empire Blue Cross/Blue
Shield. He obtained his Doctor in Medicine from New York Medical College.
ANTHONIE C. VAN EKRIS. Mr. van Ekris has been the Chairman and Chief
Executive Officer of a global import/export company for 19 years. Mr. van Ekris
serves on the boards of other funds in the Fund Complex and is the Chairman of
one such fund's Nominating Committee and also is a member of the Proxy Voting
Committee of some funds in the Fund Complex. He has over 55 years of experience
as Chairman and/or Chief Executive Officer of public and private companies
involved in the international trading or commodity trading businesses and had
also served in both these capacities for nearly 20 years for a large public
jewelry chain. Mr. van Ekris was formerly a Director of an oil and gas
operations company and served on the boards of a number of public companies, and
served on the boards of a number of public companies, and served for more than
10 years on the Advisory Board of the Salvation Army of Greater New York.
SALVATORE J. ZIZZA. Mr. Zizza is the Chairman of a consulting firm. Mr.
Zizza is also a member of the Fund's Audit, Nominating, and Pricing Committees,
and both multi-fund ad hoc Compensation Committees. In addition, he serves on
comparable or other board committees, including as lead independent director,
with respect to other funds in the Fund Complex on whose boards he sits. Besides
serving on the boards of many funds within the Fund Complex, he is currently a
Director of two other public companies and has previously served on the boards
of several other public companies. He also previously served as the Chief
Executive of a large construction company which was a NYSE-listed company. Mr.
Zizza received his Bachelor of Arts and his Master of Business Administration
from St. John's University, which also has awarded him an Honorary Doctorate in
Commercial Sciences.
TRUSTEES -- LEADERSHIP STRUCTURE AND OVERSIGHT RESPONSIBILITIES
Overall responsibility for general oversight of the Fund rests with the
Board. The Board does not have a Chairman. The Board has appointed Mr. Pustorino
as the lead independent Director. The lead independent Director presides over
executive sessions of the Directors and also serves between meetings of the
Board as a liaison with service providers, officers, counsel and other Directors
on a wide variety of matters including scheduling agenda items for Board
meetings. Designation as such does not impose on the lead independent Director
any obligations or standards greater than or different from other Directors. The
Board has established a Nominating Committee and an Audit Committee to assist
the Board in the oversight of the management and affairs of the Fund. The Board
also has an ad hoc Proxy Voting Committee that exercises beneficial ownership
responsibilities on behalf of the Fund in selected situations. From time to
time, the Board establishes additional committees or informal working groups,
such as pricing committees related to securities offerings by the Fund, to deal
with specific matters or assigns one of its members to participate with
Directors or trustees of other funds in the Gabelli/GAMCO Fund Complex on
special committees or working groups that deal with complex-wide matters, such
as the multi-fund ad hoc Compensation Committee relating to compensation of the
Chief Compliance Officer for all the funds in the Fund Complex and a separate
multi-fund Compensation Committee relating to certain officers of the closed-end
funds in the Fund Complex.
7
All of the Fund's Directors other than Mr. Gabelli are independent
Directors, and the Board believes they are able to provide effective oversight
of the Fund's service providers. In addition to providing feedback and direction
during Board meetings, the Directors meet regularly in executive session and
chair all committees of the Board.
The Fund's operations entail a variety of risks including investment,
administration, valuation and a range of compliance matters. Although the
Adviser, the sub-administrator and the officers of the Fund are responsible for
managing these risks on a day-to-day basis within the framework of their
established risk management functions, the Board also addresses risk management
of the Fund through its meetings and those of the committees and working groups.
In particular, as part of its general oversight, the Board reviews with the
Adviser at Board meetings the levels and types of risks being undertaken by the
Fund, and the Audit Committee discusses the Fund's risk management and controls
with the independent registered public accounting firm engaged by the Fund. The
Board reviews valuation policies and procedures and the valuations of specific
illiquid securities. The Board also receives periodic reports from the Fund's
Chief Compliance Officer regarding compliance matters relating to the Fund and
its major service providers, including results of the implementation and testing
of the Fund's and such providers' compliance programs. The Board's oversight
function is facilitated by management reporting processes that are designed to
provide visibility to the Board about the identification, assessment and
management of critical risks and the controls and policies and procedures used
to mitigate those risks. The Board reviews its role in supervising the Fund's
risk management from time to time and may make changes in its discretion at any
time.
The Board has determined that its leadership structure is appropriate for
the Fund because it enables the Board to exercise informed and independent
judgment over matters under its purview, allocates responsibility among
committees in a manner that fosters effective oversight and allows the Board to
devote appropriate resources to specific issues in a flexible manner as they
arise. The Board periodically reviews its leadership structure as well as its
overall structure, composition and functioning and may make changes in its
discretion at any time.
8
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FAMILY OF INVESTMENT
COMPANIES FOR EACH DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR
Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Director and nominee for election as
Director and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Director and nominee for election as Director.
DOLLAR RANGE OF AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES EQUITY SECURITIES HELD IN THE
HELD IN THE FAMILY OF INVESTMENT
NAME OF DIRECTOR/NOMINEE FUND*(1) COMPANIES*(1)(2)
------------------------ ----------------- -----------------------------
INTERESTED DIRECTOR/NOMINEE:
Mario J. Gabelli E E
INDEPENDENT DIRECTORS/NOMINEES:
E. Val Cerutti** E E
Anthony J. Colavita** E E
Dugald A. Fletcher E E
Anthony R. Pustorino** C E
Werner J. Roeder E E
Anthonie C. van Ekris** B E
Salvatore J. Zizza E 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
All shares were valued as of December 31, 2009.
** Messrs. Cerutti, Colavita, Pustorino, and van Ekris each beneficially own
less than 1% of the common stock of The LGL Group, Inc., having a value of
$5,873, $4,389, $10,146 and $5,264, respectively, as of December 31, 2009.
Mr. van Ekris beneficially owns less than 1% of the common stock of LICT
Corp., having a value of $72,000 as of December 31, 2009. The LGL Group,
Inc, and LICT Corp., may be deemed to be controlled by Mario J. Gabelli and
in that event would be deemed to be under common control with the Fund's
Adviser.
(1) This information has been furnished by each Director and nominee for
election as Director as of December 31, 2009. "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."
9
Set forth in the table below is the amount of shares beneficially owned by
each Director, nominee for election as Director, and executive officer of the
Fund.
NAME OF DIRECTOR/NOMINEE/ AMOUNT AND NATURE OF PERCENT OF SHARES
OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------- ------------------------ -----------------
INTERESTED DIRECTOR/NOMINEE:
Mario J. Gabelli 1,407,709 (3) 10.7%
4,200 Preferred Stock (4) *
INDEPENDENT DIRECTORS/NOMINEES:
E. Val Cerutti 0 *
5,000 Preferred Stock *
Anthony J. Colavita 52,974 (5) *
800 Preferred Stock (6) *
Dugald A. Fletcher 13,998 *
1,000 Preferred Stock *
Anthony R. Pustorino 6,451 (7) *
Werner J. Roeder 39,911 *
Anthony C. van Ekris 361
Salvatore J. Zizza 23,641 *
OFFICERS:
Bruce N. Alpert 372 *
Agnes Mullady 0 *
----------
(1) This information has been furnished by each Director, including each
nominee for election as Director, and executive officer as of December 31,
2009. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) of the 1934 Act. Reflects ownership of shares of Common Stock
unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding. The Directors, including nominees for
election as Director, and executive officers ownership as a group
constitutes 11.8% of the total Common Stock outstanding and 1.1% of the
total Preferred Stock outstanding.
(3) Includes 294,678 shares Common Stock owned directly by Mr. Gabelli, 10,000
shares Common Stock owned by a family partnership for which Mr. Gabelli
serves as general partner, and 1,103,031 shares Common Stock owned by GAMCO
Investors, Inc. or its affiliates.
(4) Comprised of 4,200 shares owned by GAMCO Investors, Inc. or its affiliates.
Mr. Gabelli disclaims beneficial ownership of the shares held by the
discretionary accounts and by the entities named except to the extent of
his interest in such entities.
(5) Includes 42,244 shares Common Stock owned by Mr. Colavita's spouse for
which he disclaims beneficial ownership.
(6) Comprised of 800 shares Preferred Stock owned by Mr. Colavita's spouse for
which he disclaims beneficial ownership.
(7) Includes 3,109 shares Common Stock owned by Mr. Pustorino's spouse for
which he disclaims beneficial ownership.
The Fund pays each Director who is not affiliated with the Adviser or its
affiliates a fee of $5,000 per year plus $750 per Board meeting attended and
$500 per standing Committee meeting attended, together with the Director's
actual out-of-pocket expenses relating to his attendance at such meetings. In
addition, the lead independent Director receives an annual fee of $1,000, the
Audit Committee Chairman receives an annual fee of $3,000 and the Nominating
Committee Chairman receives an annual fee of $2,000. A Director may receive a
single meeting fee, allocated among the participating funds, for participation
in certain meetings on behalf of multiple funds. The aggregate remuneration (not
including out-of-pocket expenses) paid by the Fund to such Directors during the
fiscal year ended December 31, 2009 amounted to $67,083. During the fiscal year
ended December 31, 2009, the Directors of the Fund met four times. Each Director
then serving in such capacity attended at least 75% of the meetings of Directors
and of any Committee of which he is a member.
THE AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT
The role of the Fund's Audit Committee (the "Audit Committee") is to assist
the Board of Directors in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with
10
legal and regulatory requirements; and (iv) the independent registered public
accounting firm's qualifications, independence, and performance. The Audit
Committee also is required to prepare an audit committee report pursuant to the
rules of the Securities and Exchange Commission (the "SEC") for inclusion in the
Fund's annual proxy statement. The Audit Committee operates pursuant to the
Audit Committee Charter (the "Audit Charter") that was most recently reviewed
and approved by the Board of Directors on February 25, 2010. The Audit Charter
is available on the Fund's website at
www.gabelli.com/corporate/closed/corp_gov.html.
Pursuant to the Audit Charter, the Audit Committee is responsible for
conferring with the Fund's independent registered public accounting firm,
reviewing annual financial statements, approving the selection of the Fund's
independent registered public accounting firm, and overseeing the Fund's
internal controls. The Audit Charter also contains provisions relating to the
pre-approval by the Audit Committee of audit and non-audit services to be
provided by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the Fund
and to the Adviser and certain of its affiliates. The Audit Committee advises
the full Board with respect to accounting, auditing, and financial matters
affecting the Fund. As set forth in the Audit Charter, management is responsible
for maintaining appropriate systems for accounting and internal control, and the
Fund's independent registered public accounting firm is responsible for planning
and carrying out proper audits and reviews. The independent registered public
accounting firm is ultimately accountable to the Board of Directors and to the
Audit Committee, as representatives of shareholders. The independent registered
public accounting firm for the Fund reports directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 23,
2010, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the fiscal year ended December 31, 2009, and discussed the audit of such
financial statements with the independent registered public accounting firm.
In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as
adopted by the Public Company Accounting Oversight Board (United States)
("PCAOB") in Rule 3200T. The Audit Committee also received from the independent
registered public accounting firm the written disclosures and statements
required by the SEC's independence rules, delineating relationships between the
independent registered public accounting firm and the Fund, and discussed the
impact that any such relationships might have on the objectivity and
independence of the independent registered public accounting firm.
As set forth above, and as more fully set forth in the Audit Charter, the
Audit Committee has significant duties and powers in its oversight role with
respect to the Fund's financial reporting procedures, internal control systems,
and the independent audit process.
The members of the Audit Committee are not, and do not represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Fund for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or the Fund's independent registered public accounting firm.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the PCAOB or that the financial statements are presented
in accordance with generally accepted accounting principles (United States).
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit
11
Committee recommended to the Fund's Board of Directors that the Fund's audited
financial statements be included in the Fund's Annual Report for the fiscal year
ended December 31, 2009.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Anthony R. Pustorino, Chairman
Anthony J. Colavita
Salvatore J. Zizza
February 25, 2010
The Audit Committee met twice during the fiscal year ended December 31,
2009. The Audit Committee is composed of three of the Fund's Independent
Directors, namely Messrs. Colavita, Pustorino, and Zizza. Each member of the
Audit Committee has been determined by the board of directors to be financially
literate.
NOMINATING COMMITTEE
The Board of Directors has a Nominating Committee composed of three of the
Fund's Independent Directors, namely Messrs. Colavita (Chairman), Roeder, and
Zizza. The Nominating Committee met once during the fiscal year ended December
31, 2009. The Nominating Committee is responsible for identifying and
recommending qualified candidates to the Board in the event that a position is
vacated or created. The Nominating Committee will consider recommendations by
shareholders if a vacancy were to exist. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board, the qualifications of the candidate, and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:
- The name of the shareholder and evidence of the shareholder's
ownership of shares of the Fund, including the number of shares owned
and the length of time of ownership;
- The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Director of the Fund, and the person's
consent to be named as a Director if selected by the Nominating
Committee and nominated by the Board of Directors; and
- If requested by the Nominating Committee, a completed and signed
directors' questionnaire.
The shareholder recommendation and information described above must be sent
to the Fund's Secretary, c/o Gabelli Funds, LLC, at One Corporate Center, Rye,
NY 10580-1422, and must be received by the Secretary no less than 120 days prior
to the anniversary date of the proxy statement for the Fund's most recent annual
meeting of shareholders or, if the meeting has moved by more than 30 days, a
reasonable amount of time before the meeting.
The Nominating Committee believes that the minimum qualifications for
serving as a Director of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Directors' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund.
The Nominating Committee considers the overall composition of the Board,
bearing in mind the benefits that may be derived from having members who have a
variety of experiences, qualifications, attributes or skills useful in
overseeing a publicly-traded, highly-regulated entity such as the Fund. The
Nominating Committee does not have a formal policy regarding the consideration
of diversity in identifying director candidates. For a discussion of
experiences, qualifications, attributes or skills supporting the appropriateness
of each Director's
12
service on the Fund's Board, see the biographical information of the Directors
above in the section entitled "Information about Directors and Officers."
The Board of Directors adopted a Nominating Committee charter on May 12,
2004, and amended the charter on November 17, 2004. The charter is available on
the Fund's website at www.gabelli.com/corporate/closed/corp_gov.html.
OTHER BOARD-RELATED MATTERS
The Board of Directors has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Fund and
other interested parties.
RECEIPT OF COMMUNICATIONS
Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422. To communicate with the Board
electronically, shareholders may go to the corporate website at www.gabelli.com
under the heading "Our Firm/Contact Us/Email Addresses/Board of Directors
(Gabelli Closed-End Funds)."
FORWARDING THE COMMUNICATIONS
All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Directors. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Directors or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Director who is a member of the group or committee to
which the envelope or e-mail is addressed.
The Fund does not expect Directors or nominees for election as Director to
attend the Annual Meeting of Shareholders. Mr. Gabelli attended the Fund's
Annual Meeting of Shareholders held on May 18, 2009.
13
The following table sets forth certain information regarding the
compensation of the Directors by the Fund and executive officers, if any, who
were compensated by the Fund rather than the Adviser, for the year ended
December 31, 2009.
COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS*
--------------------------- ---------------------- ---------------------------
INTERESTED DIRECTOR/NOMINEE:
MARIO J. GABELLI $ 0 $ 0 (26)
Director and Chief Investment Officer
INDEPENDENT DIRECTORS/NOMINEE:
E. VAL CERUTTI $ 8,500 $ 32,500 (7)
Director
ANTHONY J. COLAVITA $11,500 $263,438 (35)
Director
DUGALD A. FLETCHER $ 8,000 $ 18,000 (2)
Director
ANTHONY R. PUSTORINO $13,083 $156,875 (13)
Director
WERNER J. ROEDER $ 8,500 $115,500 (22)
Director
ANTHONIE C. VAN EKRIS $ 8,000 $121,500 (19)
Director
SALVATORE J. ZIZZA $ 9,500 $199,500 (27)
Director
----------
* Represents the total compensation paid to such persons during the fiscal
year ended December 31, 2009 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number of such investment companies and portfolios.
REQUIRED VOTE
The election of each of the listed nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.
THE BOARD OF DIRECTORS, INCLUDING THE "INDEPENDENT" DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.
14
ADDITIONAL INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2010. PricewaterhouseCoopers acted as
the Fund's independent registered public accounting firm for the fiscal year
ended December 31, 2009. The Fund knows of no direct financial or material
indirect financial interest of PricewaterhouseCoopers in the Fund. A
representative of PricewaterhouseCoopers will not be present at the Meeting, but
will be available by telephone and will have an opportunity to make a statement,
if asked, and will be available to respond to appropriate questions.
Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for each of the fiscal years ended December 31, 2008 and 2009,
respectively.
FISCAL YEAR
ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES* TAX FEES** OTHER FEES
----------- ---------- ------------- ---------- ----------
2008 $51,500 $6,969 $5,000 --
2009 $58,300 $7,467 $6,000 --
----------
* "Audit-Related Fees" are those estimated fees billed to the Fund by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service Inc.
** "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.
The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide on-going services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services
to the Chairman of the Audit Committee, and the Chairman must report his
decision(s) to the Audit Committee, at its next regularly scheduled meeting
after the Chairman's pre-approval of such services. The Audit Committee may also
establish detailed pre-approval policies and procedures for pre-approval of such
services in accordance with applicable laws, including the delegation of some or
all of the Audit Committee's pre-approval responsibilities to other persons
(other than the Adviser or the Fund's officers). Pre-approval by the Audit
Committee of any permissible non-audit services is not required so long as: (i)
the aggregate amount of all such permissible non-audit services provided to the
Fund, the Adviser, and any Covered Services Provider constitutes not more than
5% of the total amount of revenues paid by the Fund to its independent
registered public accounting firm during the year in which the permissible
non-audit services are provided; (ii) the permissible non-audit services were
not recognized by the Fund at the time of the engagement to be non-audit
services; and (iii) such services are promptly brought to the attention of the
Audit Committee and approved by the Audit Committee or the Chairman prior to the
completion of the audit. All of the audit, audit-related, and tax services
described above for which PricewaterhouseCoopers billed the Fund fees for the
fiscal years ended December 31, 2008 and December 31, 2009 were pre-approved by
the Audit Committee.
For the fiscal years ended December 31, 2008 and 2009,
PricewaterhouseCoopers has represented to the Fund that it did not provide any
non-audit services (or bill any fees for such services) to the Adviser or any
affiliates thereof that provide services to the Fund.
15
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 10580-1422.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Directors, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the fiscal year ended December 31, 2009, the Fund
believes that during that year such persons complied with all such applicable
filing requirements except that Agnes Mullady omitted to file her Form 3 filing
due upon taking office in 2006.
BROKER NON-VOTES AND ABSTENTIONS
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The affirmative vote of a plurality of votes cast for each nominee by the
shareholders entitled to vote for a particular nominee is necessary for the
election of a Director. Abstentions or broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions or
broker non-votes, however, will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the six months ended June 30, 2010.
"HOUSEHOLDING"
Please note that only one annual or semi-annual report or Proxy Statement
or Notice of Internet Availability of Proxy Materials may be delivered to two or
more shareholders of the Fund who share an address, unless the Fund has received
instructions to the contrary. To request a separate copy of an annual report or
semi-annual report or this Proxy Statement or Notice of Internet Availability of
Proxy Materials, or for instructions regarding how to request a separate copy of
these documents or regarding how to request a single copy if multiple copies of
these documents are received, shareholders should contact the Fund at the
address and phone number set forth above.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors of the Fund do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters, including adjournments, are properly brought before
the Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2011
(the "2011 Annual Meeting") must be received by the Fund for consideration for
inclusion in the Fund's proxy statement and proxy relating to that meeting no
later than December 8, 2010. There are additional requirements regarding
proposals of shareholders, and a shareholder contemplating submission of a
proposal for inclusion in the Fund's proxy materials is referred to Rule 14a-8
under the 1934 Act.
The Fund's By-Laws require shareholders that wish to nominate Directors or
make proposals to be voted on at an Annual Meeting of the Fund's Shareholders
(and which are not proposed to be included in the Fund's proxy
16
materials pursuant to Rule 14a-8 under the 1934 Act) to provide timely notice of
the nomination or proposal in writing. To be considered timely for the 2011
Annual Meeting, any such notice must be delivered to or mailed and received at
the principal executive offices of the Fund at the address set forth on the
first page of this proxy statement no earlier than 9:00 a.m. Eastern time on
December 8, 2010 and no later than 5:00 p.m. Eastern time on January 7, 2011;
provided, however, that if the 2011 Annual Meeting is to be held on a date that
is earlier than April 22, 2011 or later than June 11, 2011, such notice must be
delivered to or received by the Fund no later than 5:00 p.m. Eastern time on the
tenth day following the date on which public announcement of the date of the
2011 Annual Meeting was first made. Any such notice by a shareholder shall set
forth the information required by the Fund's By-Laws with respect to each
nomination or matter the shareholder proposes to bring before the 2011 Annual
Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY
FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR SET FORTH IN THE
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.
April 7, 2010
17
GCV-PS-2010
GABELLI FUNDS THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
COMMON STOCK
Proxy Card for Annual Meeting of Shareholders - May 17, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, Peter D. Goldstein and Bruce N. Alpert, and each of them, attorneys and proxies of
the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of The Gabelli Convertible and Income Securities Fund Inc. (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam
Avenue, Greenwich, Connecticut 06830 on Monday, May 17, 2010, at 11:30 a.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come
before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.
----------------------------------------------------------------------- This proxy, if properly executed, will be voted in the
| | manner directed by the undersigned shareholder. If no
| Registration dynamically printed here | direction is made, this proxy will be voted FOR the
| | election of the Nominees as Director and in the discretion
| (for formatting the top of this window should hit lateral line 2.7) | of the proxy holder as to any other matter that may
| | properly come before the Meeting. Please refer to the
| | Proxy Statement for a discussion of Proposal No. 1.
| |
| |
-----------------------------------------------------------------------
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
------------------------------------------------------------------------------------------------------------------------------------
(GRAPHIC)
------------------------------------------------------------------------------------------
| |
| BY INTERNET |
| |
| To vote on the Internet, go to www.proxyonline.com and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| |
------------------------------------------------------------------------------------------
(GRAPHIC)
-------------------------------------------------------------------------------------------
| BY TELEPHONE |
| |
| To vote by telephone, call toll free 866-458-9863 and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| This touch-tone voting service is available 24 hours a day, seven days a week. |
| |
-------------------------------------------------------------------------------------------
(GRAPHIC)
-------------------------------------------------------------------------------------------
| BY MAIL |
| |
| To vote by mail, mark the appropriate voting box on the reverse side of this Proxy |
| Card, sign and date the Proxy Card and return it in the enclosed postage-paid envelope |
| or mail to: GABELLI FUNDS, P.O. BOX 6500, CARLSTADT, NJ 07072. |
| |
-------------------------------------------------------------------------------------------
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
CONTROL NUMBER
-------------------
| |
| 123456789123 |
| |
-------------------
PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
The Proxy Card must be SIGNED AND DATED for your instructions to be counted and will be voted in the manner indicated, or if no
instruction has been indicated below, a vote will be cast FOR each nominee. Please vote, sign and date below and return your Proxy
Card promptly in the enclosed envelope.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK.
-----------------------------------------------------------------------------------------
| TO VOTE FOR ALL NOMINEES IN THE SAME MANNER, PLEASE USE THE BOXES BELOW. |
| |
| FOR ALL WITHHOLD ALL |
| |
| The Board of Directors recommends a vote FOR [ ] [ ] |
| each Nominee. |
-----------------------------------------------------------------------------------------
To vote for each nominee INDIVIDUALLY, please use these boxes.
NOMINEES FOR WITHHOLD
Mario J. Gabelli, CFA [ ] [ ]
Please be sure to sign and date this Proxy Card. Please sign exactly as your name(s)
appear(s) on this Proxy Card. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership name by an authorized person.
-----------------------------------------------------------------------------------------
Shareholder sign here
-----------------------------------------------------------------------------------------
Joint owner sign here
-----------------------------------------------------------------------------------------
Date:
(BARCODE HERE) (TAGID HERE) (CUSIP HERE)
GABELLI FUNDS THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
PREFERRED STOCK
Proxy Card for Annual Meeting of Shareholders - May 17, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, Peter D. Goldstein and Bruce N. Alpert, and each of them, attorneys and proxies of
the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of The Gabelli Convertible and Income Securities Fund Inc. (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich Library, 101 West Putnam
Avenue, Greenwich, Connecticut 06830 on Monday, May 17, 2010, at 11:30 a.m., and at any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come
before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.
----------------------------------------------------------------------- This proxy, if properly executed, will be voted in the
| | manner directed by the undersigned shareholder. If no
| Registration dynamically printed here | direction is made, this proxy will be voted FOR the
| | election of the Nominees as Director and in the discretion
| (for formatting the top of this window should hit lateral line 2.7) | of the proxy holder as to any other matter that may
| | properly come before the Meeting. Please refer to the
| | Proxy Statement for a discussion of Proposal No. 1.
| |
| |
-----------------------------------------------------------------------
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT - DO NOT DETACH
------------------------------------------------------------------------------------------------------------------------------------
(GRAPHIC)
------------------------------------------------------------------------------------------
| |
| BY INTERNET |
| |
| To vote on the Internet, go to www.proxyonline.com and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| |
------------------------------------------------------------------------------------------
(GRAPHIC)
-------------------------------------------------------------------------------------------
| BY TELEPHONE |
| |
| To vote by telephone, call toll free 866-458-9863 and enter the 12-digit control |
| number found on the reverse side of this Proxy Card. Follow the instructions provided. |
| This touch-tone voting service is available 24 hours a day, seven days a week. |
| |
-------------------------------------------------------------------------------------------
(GRAPHIC)
-------------------------------------------------------------------------------------------
| BY MAIL |
| |
| To vote by mail, mark the appropriate voting box on the reverse side of this Proxy |
| Card, sign and date the Proxy Card and return it in the enclosed postage-paid envelope |
| or mail to: GABELLI FUNDS, P.O. BOX 6500, CARLSTADT, NJ 07072. |
| |
-------------------------------------------------------------------------------------------
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
CONTROL NUMBER
-------------------
| |
| 123456789123 |
| |
-------------------
PLEASE CAST YOUR VOTE PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
The Proxy Card must be SIGNED AND DATED for your instructions to be counted and will be voted in the manner indicated, or if no
instruction has been indicated below, a vote will be cast FOR each nominee. Please vote, sign and date below and return your Proxy
Card promptly in the enclosed envelope.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK INK.
-----------------------------------------------------------------------------------------
| TO VOTE FOR ALL NOMINEES IN THE SAME MANNER, PLEASE USE THE BOXES BELOW. |
| |
| FOR ALL WITHHOLD ALL |
| |
| The Board of Directors recommends a vote FOR [ ] [ ] |
| each Nominee. |
-----------------------------------------------------------------------------------------
To vote for each nominee INDIVIDUALLY, please use these boxes.
NOMINEES FOR WITHHOLD
MARIO J. GABELLI, CFA [ ] [ ]
WERNER J. ROEDER [ ] [ ]
Please be sure to sign and date this Proxy Card. Please sign exactly as your name(s)
appear(s) on this Proxy Card. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in partnership name by an authorized person.
-----------------------------------------------------------------------------------------
Shareholder sign here
-----------------------------------------------------------------------------------------
Joint owner sign here
-----------------------------------------------------------------------------------------
Date:
(BARCODE HERE) (TAGID HERE) (CUSIP HERE)
(BAR CODE) IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON 05/17/10 FOR GABELLI
GABELLI CONVERTIBLE & ANNUAL MEETING TO BE HELD ON 05/17/10 CONVERTIBLE & INCOME SEC FUND THE FOLLOWING MATERIAL IS
INCOME SEC FUND AT 11:30 A.M. EDT AVAILABLE AT WWW.PROXYVOTE.COM **A**
FOR HOLDERS AS OF 03/15/10 * ISSUER CONFIRMATION COPY - INFO ONLY * -PROXY STATEMENT
|-----------------------------------------------| 2 -I -S
6 1-0001 | THIS FORM IS PROVIDED FOR INFORMATIONAL |
| PURPOSES ONLY. PLEASE DO NOT USE IT FOR | 1 FOR ALL NOMINEES
| VOTING PURPOSES. |
|-----------------------------------------------| WITHHOLD ALL NOMINEES
36240B109 WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE 0010100 NUMBER(S) OF NOMINEE(S) BELOW.
FOLLOWING NOMINEES
1 - 01-MARIO J. GABELLI, CFA -------------------------- (BAR CODE)
DO NOT USE X
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF DO NOT USE 3
DO NOT USE
36240B109
DO NOT USE
DO NOT USE Z52461
PLACE "X" HERE IF YOU PLAN TO ATTEND [ ]
DO NOT USE AND VOTE YOUR SHARES AT THE MEETING
DO NOT USE (BROADRIDGE(TM) LOGO)
DO NOT USE 6 (BAR CODE)
DO NOT USE
51 MERCEDES WAY
EDGEWOOD NY 11717
DO NOT USE
DO NOT USE 6
DO NOT USE (GRAPHIC)
GABELLI FUNDS
|----------------------| DO NOT USE ATTN: JOE EGAN
| MATERIALS ELECTION | ONE CORPORATE CENTER (GRAPHIC)
|----------------------| DO NOT USE RYE, NY
105801334
AS OF JULY 1, 2007, SEC RULES PERMIT COMPANIES TO SEND --->>> (GRAPHIC)
YOU A NOTICE INDICATING THAT THEIR PROXY MATERIALS ARE
AVAILABLE ON THE INTERNET AND HOW YOU CAN REQUEST A MAILED (GRAPHIC)
COPY. CHECK THE BOX TO THE RIGHT IF YOU WANT TO RECEIVE
FUTURE PROXY MATERIALS BY MAIL AT NO COST TO YOU. EVEN IF
YOU DO NOT CHECK THE BOX, YOU WILL STILL HAVE THE RIGHT TO
REQUEST A FREE SET OF PROXY MATERIALS UPON RECEIPT OF A
NOTICE.
VIF11H
(BAR CODE) IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON 05/17/10 FOR GABELLI
GABELLI CONV & INC ANNUAL MEETING TO BE HELD ON 05/17/10 CONV & INC SECURITIES-SERIES B THE FOLLOWING MATERIAL IS
SECURITIES-SERIES B AT 11:30 A.M. EDT AVAILABLE AT WWW.PROXYVOTE.COM **A**
FOR HOLDERS AS OF 03/15/10 * ISSUER CONFIRMATION COPY - INFO ONLY * -PROXY STATEMENT
|-----------------------------------------------| 2 -I -S
7 1-0001 | THIS FORM IS PROVIDED FOR INFORMATIONAL |
| PURPOSES ONLY. PLEASE DO NOT USE IT FOR | 1 FOR ALL NOMINEES
| VOTING PURPOSES. |
|-----------------------------------------------| WITHHOLD ALL NOMINEES
36240B307 WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE. WRITE
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE 0010100 NUMBER(S) OF NOMINEE(S) BELOW.
FOLLOWING NOMINEES
1 - 01-MARIO J. GABELLI, CFA, 02-WERNER J. ROEDER -------------------------- (BAR CODE)
DO NOT USE X
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF DO NOT USE 3
DO NOT USE
36240B307
DO NOT USE
DO NOT USE Z52461
PLACE "X" HERE IF YOU PLAN TO ATTEND [ ]
DO NOT USE AND VOTE YOUR SHARES AT THE MEETING
DO NOT USE (BROADRIDGE(TM) LOGO)
DO NOT USE 7 (BAR CODE)
DO NOT USE
51 MERCEDES WAY
EDGEWOOD NY 11717
DO NOT USE
DO NOT USE 7
DO NOT USE (GRAPHIC)
GABELLI FUNDS
|----------------------| DO NOT USE ATTN: JOE EGAN
| MATERIALS ELECTION | ONE CORPORATE CENTER (GRAPHIC)
|----------------------| DO NOT USE RYE, NY
105801334
AS OF JULY 1, 2007, SEC RULES PERMIT COMPANIES TO SEND --->>> (GRAPHIC)
YOU A NOTICE INDICATING THAT THEIR PROXY MATERIALS ARE
AVAILABLE ON THE INTERNET AND HOW YOU CAN REQUEST A MAILED (GRAPHIC)
COPY. CHECK THE BOX TO THE RIGHT IF YOU WANT TO RECEIVE
FUTURE PROXY MATERIALS BY MAIL AT NO COST TO YOU. EVEN IF
YOU DO NOT CHECK THE BOX, YOU WILL STILL HAVE THE RIGHT TO
REQUEST A FREE SET OF PROXY MATERIALS UPON RECEIPT OF A
NOTICE.
VIF11H