Gabelli Convertible and Income Securities Fund

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         811-05715                

                The Gabelli Convertible and Income Securities Fund Inc.                

(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:  December 31, 2012

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 Convertible and Income

Securities Fund Inc.

 

Annual Report — December 31, 2012

  

LOGO

 

Mario J. Gabelli, CFA

Portfolio Manager

To Our Shareholders,

For the year ended December 31, 2012, the net asset value (“NAV”) total return of The Gabelli Convertible and Income Securities Fund Inc. was 11.6%, compared with a total return of 4.6% for the Barclays Government/Credit Bond Index. The total return for the Fund’s publicly traded shares was 13.8%. The Fund’s NAV per share was $5.62, while the price of the publicly traded shares closed at $5.34 on the New York Stock Exchange (“NYSE”). See below for additional performance information.

Enclosed are the schedule of investments and financial statements as of December 31, 2012.

Sincerely yours,

 

LOGO

Bruce N. Alpert

President

February 22, 2013

Comparative Results

Average Annual Returns through December 31, 2012 (a) (Unaudited)

   

Since
Inception
(07/03/89)

      
     1 Year     5 Year     10 Year         

  Gabelli Convertible and Income Securities Fund

             

NAV Total Return (b)

     11.63%        2.17%        5.32%      6.52%      

Investment Total Return (c)

     13.81           1.81           4.32         5.12(d)     

  Standard & Poor’s 500 Index

     16.00           1.66           7.10         8.93(e)     

  Barclays Government/Credit Bond Index

     4.57           5.99           5.19         N/A(f)     

  Lipper Convertible Securities Fund Average

     11.53           3.21           7.30         8.04(e)     
  (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. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The Standard & Poor’s 500 Index is an unmanaged indicator of stock market performance. The Barclays Government/Credit Bond Index is an unmanaged market value weighted index that tracks the total return performance of fixed rate, publicly placed, dollar denominated obligations. The Lipper Convertible Securities Fund Average reflects the average performance of open-end mutual funds classified in this particular category. Dividends and interest income are considered reinvested. You cannot invest directly in an index.

 

 

  (b)

Total returns and average annual returns reflect changes in the NAV per share, reinvestment of distributions at NAV on the ex-dividend date, and adjustments for rights offerings and are net of expenses. Since inception return is based on an initial NAV of $10.00.

 

 

  (c)

Total returns and average annual returns reflect changes in closing market values on the NYSE, reinvestment of distributions, and adjustments for rights offerings. Since inception return is based on an initial offering price of $11.25.

 

 

  (d)

The Fund converted to closed-end status on March 31, 1995 and had no operating history on the NYSE prior to that date.

 

 

  (e)

From June 30, 1989, the date closest to the Fund’s inception for which data is available.

 

 

  (f)

The Barclays Government/Credit Bond Index inception date is January 29, 1999.

 


Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total investments as of December 31, 2012:

The Gabelli Convertible and Income Securities Fund Inc.

 

U.S. Government Obligations

     21.7

Financial Services

     13.2

Energy and Utilities

     10.9

Health Care

     9.8

Diversified Industrial

     9.0

Aerospace

     7.5

Computer Hardware

     5.2

Food and Beverage

     5.0

Telecommunications

     3.7

Retail

     3.3

Automotive: Parts and Accessories

     1.6

Hotels and Gaming

     1.6

Machinery

     1.4

Consumer Products

     1.4

Building and Construction

     0.9

Transportation

     0.8

Automotive

     0.6

Communications Equipment

     0.6

Environmental Services

     0.4

Broadcasting

     0.3

Specialty Chemicals

     0.3

Computer Software and Services

     0.2

Equipment and Supplies

     0.1

Wireless Communications

     0.1

Metals and Mining

     0.1

Electronics

     0.1

Cable and Satellite

     0.1

Entertainment

         0.1

Business Services

     0.0
  

 

 

 
     100.0
  

 

 

 
 

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.

 

2


The Gabelli Convertible and Income Securities Fund Inc.

Schedule of Investments — December 31, 2012

 

 

Principal
Amount

       

Cost

   

Market

Value

 
 

CONVERTIBLE CORPORATE BONDS — 19.1%

  

 

Aerospace — 2.3%

  

 
  $ 1,850,000     

GenCorp Inc., Sub. Deb. Cv.,

   
 

4.063%, 12/31/39

  $   1,492,415      $   2,280,125   
   

 

 

   

 

 

 
 

Automotive — 0.6%

  

 
  700,000     

Navistar International Corp., Sub. Deb. Cv.,

   
 

3.000%, 10/15/14

    692,110        642,688   
   

 

 

   

 

 

 
 

Broadcasting — 0.3%

  

 
  200,000     

Sirius XM Radio Inc., Cv.,

   
 

7.000%, 12/01/14(a)

    187,423        344,250   
   

 

 

   

 

 

 
 

Building and Construction — 0.9%

  

 
 

Lennar Corp., Cv.,

   
  400,000     

2.000%, 12/01/20(a)

    390,714        582,250   
  200,000     

2.750%, 12/15/20(a)

    204,906        369,000   
   

 

 

   

 

 

 
      595,620        951,250   
   

 

 

   

 

 

 
 

Cable and Satellite — 0.0%

  

 
  400,000     

Adelphia Communications Corp., Sub. Deb. Cv.,

   
 

3.250%, 05/01/21†(b)

    92,711        0   
   

 

 

   

 

 

 
 

Computer Hardware — 3.9%

  

 
  4,000,000     

SanDisk Corp., Cv.,

   
 

1.000%, 05/15/13

    3,764,908        3,970,000   
   

 

 

   

 

 

 
 

Diversified Industrial — 5.9%

  

 
  3,500,000     

Griffon Corp., Sub. Deb. Cv.,

   
 

4.000%, 01/15/17(a)

    3,472,857        3,731,875   
  1,400,000     

Roper Industries Inc., Sub. Deb. Cv. (STEP),

   
 

0.000%, 01/15/34

    875,038        1,965,250   
  50,000     

Textron Inc., Ser. TXT, Cv.,

   
 

4.500%, 05/01/13

    50,000        94,906   
  100,000     

Trinity Industries Inc., Sub. Deb. Cv.,

   
 

3.875%, 06/01/36

    72,235        112,313   
   

 

 

   

 

 

 
      4,470,130        5,904,344   
   

 

 

   

 

 

 
 

Electronics — 0.1%

  

 
  100,000     

Intel Corp., Sub. Deb. Cv.,

   
 

3.250%, 08/01/39

    106,485        117,687   
   

 

 

   

 

 

 
 

Energy and Utilities — 0.1%

  

 
  100,000     

McMoRan Exploration Co., Cv.,

   
 

4.000%, 12/30/17

    106,673        113,188   
   

 

 

   

 

 

 
 

Entertainment — 0.1%

  

 
  50,000     

Take-Two Interactive Software Inc., Cv., 4.375%, 06/01/14

    50,000        60,969   
  100,000     

THQ Inc., Cv.,

   
 

5.000%, 08/15/14

    95,403        14,000   
   

 

 

   

 

 

 
      145,403        74,969   
   

 

 

   

 

 

 

Principal
Amount

       

Cost

   

Market

Value

 
 

Environmental Services — 0.4%

  

 
  $  350,000     

Covanta Holding Corp., Cv.,

   
 

3.250%, 06/01/14

  $ 350,000      $ 424,594   
   

 

 

   

 

 

 
 

Financial Services — 1.6%

  

 
  1,500,000     

Janus Capital Group Inc., Cv.,

   
 

3.250%, 07/15/14

    1,500,000        1,565,625   
   

 

 

   

 

 

 
 

Health Care — 0.4%

  

 
  100,000     

Chemed Corp., Cv.,

   
 

1.875%, 05/15/14

    93,626        104,687   
  250,000     

Wright Medical Group Inc., Cv.,

   
 

2.625%, 12/01/14

    236,518        250,156   
   

 

 

   

 

 

 
      330,144        354,843   
   

 

 

   

 

 

 
 

Hotels and Gaming — 1.6%

  

  100,000     

MGM Resorts International, Cv.,

   
 

4.250%, 04/15/15

    100,678        106,063   
  100,000     

Morgans Hotel Group Co., Sub. Deb. Cv.,

   
 

2.375%, 10/15/14

    94,158        94,750   
  800,000     

Ryman Hospitality Properties Inc., Cv., 3.750%, 10/01/14(a)

    787,601        1,397,000   
   

 

 

   

 

 

 
      982,437        1,597,813   
   

 

 

   

 

 

 
 

Metals and Mining — 0.1%

  

 
  100,000     

Alcoa Inc., Cv.,

   
 

5.250%, 03/15/14

    100,000        143,687   
   

 

 

   

 

 

 
 

Retail — 0.8%

  

 
  60,000     

Costco Wholesale Corp., Sub. Deb. Cv., Zero Coupon, 08/19/17

    54,550        134,887   
  630,000     

Spartan Stores Inc., Cv.,

   
 

3.375%, 05/15/27

    553,787        627,244   
   

 

 

   

 

 

 
      608,337        762,131   
   

 

 

   

 

 

 
 

TOTAL CONVERTIBLE CORPORATE BONDS

    15,524,796        19,247,194   
   

 

 

   

 

 

 

Shares

                 
 

CONVERTIBLE PREFERRED STOCKS — 1.7%

  

 

Business Services — 0.0%

  

  20,000     

Key3Media Group Inc. (STEP),

   
 

5.500% Cv. Pfd.,
Ser. B (b)

    499,993        117   
   

 

 

   

 

 

 
 

Communications Equipment — 0.3%

  

  400     

Lucent Technologies Capital Trust I,

   
 

7.750% Cv. Pfd.

    156,750        331,868   
   

 

 

   

 

 

 
 

Energy and Utilities — 0.3%

  

  6,000     

AES Trust III,

   
 

6.750% Cv. Pfd. †

    229,530        297,900   
  300     

El Paso Energy Capital Trust I,

   
 

4.750% Cv. Pfd.

    11,460        16,560   
   

 

 

   

 

 

 
      240,990        314,460   
   

 

 

   

 

 

 
 

 

See accompanying notes to financial statements.

 

3


The Gabelli Convertible and Income Securities Fund Inc.

Schedule of Investments (Continued) — December 31, 2012

 

 

Shares

       

Cost

   

Market

Value

 
 

CONVERTIBLE PREFERRED STOCKS (Continued)

  

 

Health Care — 0.0%

   
  24     

Elite Pharmaceuticals Inc.,

   
 

$2.32 Cv. Pfd., Ser. C (b)(c)(d)

  $ 21,952      $ 13,264   
   

 

 

   

 

 

 
 

Telecommunications — 0.6%

   
  12,500     

Cincinnati Bell Inc.,

   
 

6.750% Cv. Pfd., Ser. B

    311,849        544,375   
   

 

 

   

 

 

 
 

Transportation — 0.5%

   
  2,500     

GATX Corp.,

   
 

$2.50 Cv. Pfd., Ser. A (b)

    360,275        541,250   
   

 

 

   

 

 

 
 

TOTAL CONVERTIBLE PREFERRED STOCKS

    1,591,809        1,745,334   
   

 

 

   

 

 

 
 

COMMON STOCKS — 57.2%

   
 

Aerospace — 5.2%

   
  400     

Rockwell Automation Inc.

    12,017        33,596   
  365,000     

Rolls-Royce Holdings plc

    4,007,841        5,179,219   
   

 

 

   

 

 

 
      4,019,858        5,212,815   
   

 

 

   

 

 

 
 

Automotive: Parts and Accessories — 1.6%

  

  26,000     

Genuine Parts Co.

    1,011,583        1,653,080   
   

 

 

   

 

 

 
 

Cable and Satellite — 0.1%

  

  493,409     

Adelphia Recovery Trust†(b)

    0        0   
  2,000     

Rogers Communications Inc.,
Cl. B

    28,913        91,040   
   

 

 

   

 

 

 
      28,913        91,040   
   

 

 

   

 

 

 
 

Communications Equipment — 0.3%

  

  22,000     

Corning Inc.

    265,940        277,640   
   

 

 

   

 

 

 
 

Computer Hardware — 1.3%

  

  7,000     

International Business Machines Corp.

    590,718        1,340,850   
   

 

 

   

 

 

 
 

Computer Software and Services — 0.2%

  

  6,500     

Diebold Inc.

    186,610        198,965   
   

 

 

   

 

 

 
 

Consumer Products — 1.4%

  

  35,000     

Swedish Match AB

    695,784        1,174,354   
  3,500     

The Procter & Gamble Co.

    216,289        237,615   
   

 

 

   

 

 

 
      912,073        1,411,969   
   

 

 

   

 

 

 
 

Diversified Industrial — 3.1%

  

  5,000     

Crane Co.

    218,032        231,400   
  95,000     

General Electric Co.

    1,616,664        1,994,050   
  335,000     

National Patent Development Corp.†

    837,500        871,000   
   

 

 

   

 

 

 
      2,672,196        3,096,450   
   

 

 

   

 

 

 
 

Energy and Utilities — 10.2%

  

  4,000     

Anadarko Petroleum Corp.

    140,104        297,240   
  6,000     

BP plc, ADR

    236,937        249,840   
  6,000     

Chevron Corp.

    356,870        648,840   
  4,000     

ConocoPhillips

    155,172        231,960   
  6,000     

CONSOL Energy Inc.

    214,678        192,600   
  4,000     

Devon Energy Corp.

    228,181        208,160   

Shares

       

Cost

   

Market

Value

 
  7,000     

Duke Energy Corp.

  $ 361,607      $ 446,600   
  15,000     

Exxon Mobil Corp.

    886,881        1,298,250   
  1,200,000     

GenOn Energy Inc., Escrow†(b)

    0        0   
  34,000     

Great Plains Energy Inc.

    489,182        690,540   
  5,000     

Halliburton Co.

    147,980        173,450   
  20,000     

Hess Corp.

    1,239,675        1,059,200   
  7,117     

Kinder Morgan Inc.

    188,544        251,444   
  20,000     

National Fuel Gas Co.

    809,007        1,013,800   
  21,000     

NextEra Energy Inc.

    1,114,229        1,452,990   
  5,000     

Northeast Utilities

    127,250        195,400   
  4,864     

NRG Energy Inc.

    123,679        111,823   
  16,000     

Royal Dutch Shell plc, Cl. A, ADR

    1,014,367        1,103,200   
  12,000     

SJW Corp.

    260,028        319,200   
  4,000     

UNS Energy Corp.

    137,874        169,680   
  10,000     

Weatherford International Ltd.†

    96,850        111,900   
   

 

 

   

 

 

 
      8,329,095        10,226,117   
   

 

 

   

 

 

 
 

Equipment and Supplies — 0.1%

  

  3,000     

Mueller Industries Inc.

    98,905        150,090   
   

 

 

   

 

 

 
 

Financial Services — 11.6%

  

  39,000     

AllianceBernstein Holding LP

    664,082        679,770   
  30,000     

American Express Co.

    1,295,432        1,724,400   
  1,000     

Deutsche Bank AG

    29,651        44,290   
  6,000     

GAM Holding AG

    67,570        81,015   
  4,000     

HSBC Holdings plc, ADR

    219,919        212,280   
  11,000     

JPMorgan Chase & Co.

    425,363        483,670   
  14,344     

Julius Baer Group Ltd.

    480,129        507,015   
  4,500     

M&T Bank Corp.

    388,348        443,115   
  7,500     

Marsh & McLennan Companies Inc.

    189,616        258,525   
  15,000     

Morgan Stanley

    335,955        286,800   
  18,000     

Northern Trust Corp.

    829,290        902,880   
  21,000     

PNC Financial Services Group Inc.

    1,211,530        1,224,510   
  12,000     

Royal Bank of Canada

    626,408        723,600   
  13,000     

State Street Corp.

    601,480        611,130   
  48,000     

The Bank of New York Mellon Corp.

    1,258,088        1,233,600   
  65,000     

Wells Fargo & Co.(e)(f)

    1,840,658        2,221,700   
   

 

 

   

 

 

 
      10,463,519        11,638,300   
   

 

 

   

 

 

 
 

Food and Beverage — 5.0%

  

  8,000     

Dr Pepper Snapple Group Inc.

    214,568        353,440   
  2,000     

General Mills Inc.

    51,574        80,820   
  2,000     

Hillshire Brands Co.

    53,720        56,280   
  5,000     

Kellogg Co.

    255,405        279,250   
  2,033     

Kraft Foods Group Inc.

    69,300        92,441   
  5,000     

Mondelez International Inc., Cl. A

    96,791        127,350   
  400,000     

Parmalat SpA

    1,340,989        929,250   
  1,020     

Pernod-Ricard SA

    57,595        117,725   
  1,500     

Post Holdings Inc.†

    39,945        51,375   
  8,000     

Ralcorp Holdings Inc.†

    625,198        717,200   
 

 

See accompanying notes to financial statements.

 

4


The Gabelli Convertible and Income Securities Fund Inc.

Schedule of Investments (Continued) — December 31, 2012

 

 

Shares

       

Cost

   

Market

Value

 
 

COMMON STOCKS (Continued)

  

 

Food and Beverage (Continued)

  

  60,000     

The Coca-Cola Co.(e)(f)

  $ 1,311,355      $ 2,175,000   
   

 

 

   

 

 

 
      4,116,440        4,980,131   
   

 

 

   

 

 

 
 

Health Care — 9.4%

  

  5,000     

Abbott Laboratories

    235,688        327,500   
  20,000     

Becton, Dickinson and Co.

    1,595,069        1,563,800   
  3,500     

Covidien plc

    175,485        202,090   
  38,000     

Eli Lilly & Co.

    1,580,417        1,874,160   
  866,218     

Elite Pharmaceuticals Inc.†

    99,250        69,211   
  20,000     

Johnson & Johnson

    1,220,156        1,402,000   
  12,000     

Merck & Co. Inc.

    404,815        491,280   
  65,000     

Pfizer Inc.

    1,181,474        1,630,200   
  27,000     

Roche Holding AG, ADR

    1,007,936        1,363,500   
  10,000     

UnitedHealth Group Inc.

    309,124        542,400   
   

 

 

   

 

 

 
      7,809,414        9,466,141   
   

 

 

   

 

 

 
 

Machinery — 1.4%

  

  24,021     

Robbins & Myers Inc.

    1,438,543        1,428,048   
   

 

 

   

 

 

 
 

Retail — 2.5%

  

  37,000     

CVS Caremark Corp.

    1,228,129        1,788,950   
  10,000     

Wal-Mart Stores Inc.

    478,743        682,300   
   

 

 

   

 

 

 
      1,706,872        2,471,250   
   

 

 

   

 

 

 
 

Specialty Chemicals — 0.3%

  

  4,000     

International Flavors & Fragrances Inc.

    229,032        266,160   
   

 

 

   

 

 

 
 

Telecommunications — 3.1%

  

  10,000     

BCE Inc.

    283,752        429,400   
  6,000     

Belgacom SA

    217,387        175,858   
  2,700     

Philippine Long Distance Telephone Co., ADR

    81,903        165,537   
  2,400     

Swisscom AG

    899,561        1,033,313   
  24,000     

Telekom Austria AG

    319,595        181,837   
  27,000     

Verizon Communications Inc.

    928,516        1,168,290   
   

 

 

   

 

 

 
      2,730,714        3,154,235   
   

 

 

   

 

 

 
 

Transportation — 0.3%

  

  6,000     

GATX Corp.

    171,748        259,800   
   

 

 

   

 

 

 
 

Wireless Communications — 0.1%

  

  7,000     

Turkcell Iletisim Hizmetleri A/S, ADR†

    98,600        112,980   
  1,000     

United States Cellular Corp.†

    39,750        35,240   
  49     

Winstar Communications Inc.†(b)

    367        0   
   

 

 

   

 

 

 
      138,717        148,220   
   

 

 

   

 

 

 
 

TOTAL COMMON STOCKS

    46,920,890        57,471,301   
   

 

 

   

 

 

 
 

WARRANTS — 0.0%

  

 

Food and Beverage — 0.0%

  

  1,300     

Parmalat SpA, GDR, expire 12/31/15†(a)(b)(d)

    0        281   
   

 

 

   

 

 

 

Principal

Amount

       

Cost

   

Market

Value

 
 

CORPORATE BONDS — 0.3%

  

 

Energy and Utilities — 0.3%

  

$ 1,000,000     

Texas Competitive Electric Holdings
Co. LLC, Ser. B,

   
 

10.250%, 11/01/15

  $ 839,298      $ 287,500   
   

 

 

   

 

 

 
 

Health Care — 0.0%

  

  150,000     

Sabratek Corp., Sub. Deb.,

   
 

6.000%, 04/15/05†(b)

    84,763        0   
   

 

 

   

 

 

 
 

Retail — 0.0%

  

  6,000,000     

The Great Atlantic & Pacific Tea Co. Inc., Cv.,

   
 

5.125%, 06/15/11†(b)

    1,298,999        7,500   
   

 

 

   

 

 

 
 

TOTAL CORPORATE BONDS

    2,223,060        295,000   
   

 

 

   

 

 

 
 

U.S. GOVERNMENT OBLIGATIONS — 21.7%

  

  21,788,000     

U.S. Treasury Bills,

   
 

0.100% to 0.150%††,

   
 

01/10/13 to 06/27/13

    21,780,697        21,783,785   
   

 

 

   

 

 

 

 

TOTAL INVESTMENTS — 100.0%

  $ 88,041,252        100,542,895   
   

 

 

   

Notional
Amount

       

Termination

Date

   

Unrealized

Appreciation

 
 

EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS

  

$ 661,512     

Rolls-Royce Holdings plc(g)

    06/27/13        12,231   
  (47,500 Shares)    
  5,849     

Rolls-Royce Holdings plc, Cl. C(g)

    06/27/13        13   
  (3,610,000 Shares)    
     

 

 

 
 

TOTAL EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS

   

    12,244   
     

 

 

 
               

Market

Value

 
  Other Assets and Liabilities (Net)       508,804   
  PREFERRED STOCK    

 

    (965,548 preferred shares outstanding)

  

    (24,138,700
     

 

 

 
  NET ASSETS — COMMON STOCK    

 

    (13,688,233 common shares outstanding)

  

  $ 76,925,243   
     

 

 

 
  NET ASSET VALUE PER COMMON SHARE     

 

    ($76,925,243 ÷ 13,688,233 shares outstanding)

  

  $ 5.62   
     

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

5


The Gabelli Convertible and Income Securities Fund Inc.

Schedule of Investments (Continued) — December 31, 2012

 

 

(a)

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2012, the market value of Rule 144A securities amounted to $6,424,656 or 6.39% of total investments.

(b)

Security fair valued under procedures established by the Board of Directors. The procedures may include reviewing available financial information about the company and reviewing the valuation of comparable securities and other factors on a regular basis. At December 31, 2012, the market value of fair valued securities amounted to $562,412 or 0.56% of total investments.

(c)

At December 31, 2012, the Fund held an investment in a restricted and illiquid security amounting to $13,264 or 0.01% of total investments, which was valued under methods approved by the Board of Directors as follows:

 

Acquisition
Shares
   

Issuer

  Acquisition
Date
    Acquisition
Cost
    12/31/12
Carrying
Value

Per Unit
 
  24     

Elite Pharmaceuticals
Inc., $2.32 Cv. Pfd.,
Ser. C

    04/25/07      $ 21,952      $ 552.6667   

 

(d)

Illiquid security.

(e)

Securities, or a portion thereof, with a value of $1,566,045, is reserved and/or pledged with the custodian for current or potential holdings of equity contract for difference swap agreements.

(f)

Securities, or a portion thereof, with a value of $1,566,045 were deposited with the broker as collateral for the equity contract for difference swap agreements.

(g)

At December 31, 2012, the Fund had entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc.

Non-income producing security.

††

Represents annualized yield at date of purchase.

ADR

American Depositary Receipt

GDR

Global Depositary Receipt

STEP

Step coupon security. The rate disclosed is that in effect at December 31, 2012.

 

 

 

See accompanying notes to financial statements.

 

6


The Gabelli Convertible and Income Securities Fund Inc.

 

Statement of Assets and Liabilities

December 31, 2012

 

Assets:

  

Investments, at value (cost $88,041,252)

   $ 100,542,895   

Cash

     65,924   

Deposit at brokers

     172,250   

Receivable for investments sold

     423,470   

Dividends and interest receivable

     217,569   

Unrealized appreciation on swap contracts

     12,244   

Deferred offering expense

     101,727   

Prepaid expenses

     3,500   
  

 

 

 

Total Assets

     101,539,579   
  

 

 

 

Liabilities:

  

Distributions payable

     24,139   

Payable for investment advisory fees

     306,948   

Payable for payroll expenses

     23,921   

Payable for accounting fees

     3,750   

Payable for shareholder communications expenses

     47,750   

Payable for legal and audit fees

     44,999   

Other accrued expenses

     24,129   
  

 

 

 

Total Liabilities

     475,636   
  

 

 

 

Preferred Stock:

  

Series B Cumulative Preferred Stock (6.000%, $25 liquidation value, $0.001 par value, 1,995,000 shares authorized with 965,548 shares issued and outstanding)

     24,138,700   
  

 

 

 

Net Assets Attributable to Common Shareholders

   $ 76,925,243   
  

 

 

 

Net Assets Attributable to Common Shareholders Consist of:

  

Paid-in capital

   $ 71,289,053   

Accumulated net investment income

     61,446   

Accumulated net realized loss on investments, securities sold short, swap contracts, and foreign currency transactions

     (6,939,521

Net unrealized appreciation on investments

     12,501,643   

Net unrealized appreciation on swap contracts

     12,244   

Net unrealized appreciation on foreign currency translations

     378   
  

 

 

 

Net Assets

   $ 76,925,243   
  

 

 

 

Net Asset Value per Common Share:

  

($76,925,243 ÷ 13,688,233 shares outstanding at $0.001 par value; 998,000,000 shares authorized)

     $5.62   
  

 

 

 

 

Statement of Operations

For the Year Ended December 31, 2012

 

Investment Income:

  

Dividends (net of foreign withholding taxes of $35,578)

   $ 1,699,038   

Interest

     1,153,425   
  

 

 

 

Total Investment Income

     2,852,463   
  

 

 

 

Expenses:

  

Investment advisory fees

     1,011,514   

Shareholder communications expenses

     107,449   

Payroll expenses

     69,449   

Directors’ fees

     53,010   

Legal and audit fees

     52,350   

Shareholder services fees

     45,250   

Accounting fees

     45,000   

Custodian fees

     34,228   

Dividends expense on securities sold short

     1,434   

Interest expense

     161   

Miscellaneous expenses

     70,338   
  

 

 

 

Total Expenses

     1,490,183   
  

 

 

 

Net Investment Income

     1,362,280   
  

 

 

 

Net Realized and Unrealized Gain/(Loss) on Investments, Securities Sold Short, Swap Contracts, and Foreign Currency:

  

Net realized gain on investments

     1,141,485   

Net realized gain on securities sold short

     7,646   

Net realized gain on swap contracts

     141,844   

Net realized gain on foreign currency transactions

     345   
  

 

 

 

Net realized gain on investments, securities sold short, swap contracts, and foreign currency transactions

     1,291,320   
  

 

 

 

Net change in unrealized appreciation/ depreciation:

  

on investments

     7,251,817   

on swap contracts

     (11,959

on foreign currency translations

     (906
  

 

 

 

Net change in unrealized appreciation/ depreciation on investments, swap contracts, and foreign currency translations

     7,238,952   
  

 

 

 

Net Realized and Unrealized Gain/(Loss) on Investments, Securities Sold Short, Swap Contracts, and Foreign Currency

     8,530,272   
  

 

 

 

Net Increase in Net Assets Resulting from Operations

     9,892,552   
  

 

 

 

Total Distributions to Preferred Stock Shareholders

     (1,452,345
  

 

 

 

Net Increase in Net Assets Attributable to Common Shareholders Resulting from Operations

   $ 8,440,207   
  

 

 

 

 

 

 

See accompanying notes to financial statements.

 

7


The Gabelli Convertible and Income Securities Fund Inc.

Statement of Changes in Net Assets Attributable to Common Shareholders

 

 

     

Year Ended

December 31, 2012

   

Year Ended

December 31, 2011

 

Operations:

    

Net investment income

   $ 1,362,280      $ 1,392,096   

Net realized gain on investments, securities sold short, swap contracts, and foreign currency transactions

     1,291,320        994,968   

Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations

     7,238,952        (1,687,262
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     9,892,552        699,802   
  

 

 

   

 

 

 

Distributions to Preferred Shareholders:

    

Net investment income

     (814,478     (1,003,797

Net realized short-term gain

     (637,867     (444,525
  

 

 

   

 

 

 

Total Distributions to Preferred Shareholders

     (1,452,345     (1,448,322
  

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations

     8,440,207        (748,520
  

 

 

   

 

 

 

Distributions to Common Shareholders:

    

Net investment income

     (671,564     (557,255

Net realized short-term gain

     (525,944     (246,777

Return of capital

     (5,330,114     (5,658,605
  

 

 

   

 

 

 

Total Distributions to Common Shareholders

     (6,527,622     (6,462,637
  

 

 

   

 

 

 

Fund Share Transactions:

    

Net increase in net assets from common shares issued upon reinvestment of distributions

     974,442        841,209   
  

 

 

   

 

 

 

Net Increase in Net Assets from Fund Share Transactions

     974,442        841,209   
  

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders

     2,887,027        (6,369,948

Net Assets Attributable to Common Shareholders:

    

Beginning of period

     74,038,216        80,408,164   
  

 

 

   

 

 

 

End of period (including undistributed net investment income of $61,446 and $45,022, respectively)

   $ 76,925,243      $ 74,038,216   
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

8


The Gabelli Convertible and Income Securities Fund Inc.

Financial Highlights

 

Selected data for a share outstanding throughout each period:

 

     Year Ended December 31,  
                 2012                 2011                 2010                 2009                 2008  

Operating Performance:

          

Net asset value, beginning of period

   $ 5.48      $ 6.01      $ 5.94      $ 5.19      $ 7.90   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     0.10        0.10        0.15        0.18        0.24   

Net realized and unrealized gain/(loss) on investments, securities sold short, swap contracts, and foreign currency transactions

     0.63        (0.05     0.50        1.10        (2.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     0.73        0.05        0.65        1.28        (1.77
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Preferred Shareholders: (a)

          

Net investment income

     (0.06     (0.07     (0.11     (0.11     (0.14

Net realized gain

     (0.05     (0.03                   (0.01
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to preferred shareholders

     (0.11     (0.10     (0.11     (0.11     (0.15
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations

     0.62        (0.05     0.54        1.17        (1.92
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders:

          

Net investment income

     (0.05     (0.04     (0.06     (0.09     (0.09

Net realized gain

     (0.04     (0.02                   (0.01

Paid-in capital

     (0.39     (0.42     (0.41     (0.33     (0.70
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to common shareholders

     (0.48     (0.48     (0.47     (0.42     (0.80
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fund Share Transactions:

          

Increase in net asset value from common share transactions

     0.00 (b)      0.00 (b)      0.00 (b)      0.00 (b)        

Increase in net asset value from repurchase of preferred shares

                          0.00 (b)      0.01   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total fund share transactions

     0.00 (b)      0.00 (b)      0.00 (b)      0.00 (b)      0.01   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value Attributable to Common Shareholders, End of Period

   $ 5.62      $ 5.48      $ 6.01      $ 5.94      $ 5.19   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NAV total return †

     11.69     (0.74 )%      9.46     23.72     (25.57 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market value, end of period

   $ 5.34      $ 5.11      $ 6.12      $ 5.81      $ 5.55   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment total return ††

     13.81     (9.11 )%      13.96     13.16     (18.02 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

9


The Gabelli Convertible and Income Securities Fund Inc.

Financial Highlights (Continued)

 

Selected data for a share outstanding throughout each period:

 

     Year Ended December 31,  
                 2012                 2011                 2010                 2009                 2008  

Ratios to Average net assets and Supplemental Data:

          

Net assets including liquidation value of preferred shares, end of period (in 000’s)

   $ 101,064      $ 98,177      $ 104,547      $ 102,173      $ 91,782   

Net assets attributable to common shares, end of period (in 000’s)

   $ 76,925      $ 74,038      $ 80,408      $ 78,034      $ 67,349   

Ratio of net investment income to average net assets attributable to common shares before preferred share distributions

     1.77     1.77     2.43     3.28     3.65

Ratio of operating expenses to average net assets attributable to common shares before fees waived

     1.94     2.00     2.05     2.01     2.06

Ratio of operating expenses to average net assets attributable to common shares net of advisory fee reduction, if any

     1.94     1.69     2.05     2.01     1.64

Ratio of operating expenses to average net assets including liquidation value of preferred shares before fees waived

     1.47     1.53     1.57     1.50     1.45

Ratio of operating expenses to average net assets including liquidation value of preferred shares net of advisory fee reduction, if any

     1.47     1.29     1.57     1.50     1.15

Portfolio turnover rate

     18     41     44     71     76

Preferred Stock:

          

6.000% Series B Cumulative Preferred Stock

          

Liquidation value, end of period (in 000’s)

   $ 24,139      $ 24,139      $ 24,139      $ 24,139      $ 24,433   

Total shares outstanding (in 000’s)

     966        966        966        966        977   

Liquidation preference per share

   $ 25.00      $ 25.00      $ 25.00      $ 25.00      $ 25.00   

Average market value (c)

   $ 25.78      $ 25.48      $ 25.20      $ 23.95      $ 22.75   

Asset coverage per share

   $ 104.67      $ 101.68      $ 108.28      $ 105.82      $ 93.91   

Asset Coverage (d)

     419     407     433     423     376

 

Based on net asset value per share, adjusted for reinvestment of distributions at prices determined under the Fund’s dividend reinvestment plan.

††

Based on market value per share, adjusted for reinvestment of distributions at prices determined under the Fund’s dividend reinvestment plan.

(a)

Calculated based upon average common shares outstanding on the record dates throughout the periods.

(b)

Amount represents less than $0.005 per share.

(c)

Based on weekly prices.

(d)

Asset coverage is calculated by combining all series of preferred stock.

 

See accompanying notes to financial statements.

 

10


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements

 

1. Organization. The Gabelli Convertible and Income Securities Fund Inc. is a diversified closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), whose investment objective is to seek a high level of total return through a combination of current income and capital appreciation by investing in convertible securities. The Fund was incorporated in Maryland on December 19, 1988 as a diversified open-end management investment company and commenced investment operations on July 3, 1989 as The Gabelli Convertible Securities Fund, Inc. The Board of Directors (the “Board”), at a special meeting of shareholders held on February 17, 1995, voted to approve the conversion of the Fund to closed-end status, effective March 31, 1995.

The Fund will invest at least 80% of its net assets, under normal market conditions, in a combination of convertible securities and income producing securities (the “80% Policy”). The Fund expects to continue its practice of focusing on convertible securities to the extent attractive opportunities are available. The 80% Policy may be changed without shareholder approval. However, the Fund has adopted a policy to provide shareholders with notice at least sixty days prior to the implementation of any change in the 80% Policy.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and assumptions. 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 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 reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

 

11


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

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 ADR 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 Fund’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 and other financial instruments by inputs used to value the Fund’s investments as of December 31, 2012 is as follows:

 

     Valuation Inputs         
     Level 1
Quoted Prices
     Level 2 Other  Significant
Observable Inputs
     Level 3  Significant
Unobservable Inputs
     Total Market Value
at 12/31/12
 

INVESTMENTS IN SECURITIES:

           

ASSETS (Market Value):

           

Convertible Corporate Bonds

             $19,247,194                 $         0                 $  19,247,194     

Convertible Preferred Stocks:

           

Business Services

             —                 117                 117     

Health Care

             —                 13,264                 13,264     

Transportation

             541,250                 —                 541,250     

Other Industries (a)

     $  1,190,703         —                 —                 1,190,703     

Total Convertible Preferred Stocks

     1,190,703         541,250                 13,381                 1,745,334     

Common Stocks:

           

Cable and Satellite

     91,040         —                 0                 91,040     

Energy and Utilities

     10,226,117         —                 0                 10,226,117     

Wireless Communications

     148,220         —                 0                 148,220     

Other Industries (a)

     47,005,924         —                 —                 47,005,924     

Total Common Stocks

     57,471,301         —                 0                 57,471,301     

Warrants(a)

             —                 281                 281     

Corporate Bonds

             287,500                 7,500                 295,000     

U.S. Government Obligations

             21,783,785                 —                 21,783,785     

TOTAL INVESTMENTS IN SECURITIES – ASSETS

     $58,662,004         $41,859,729                 $21,162                 $100,542,895     

 

12


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

     Valuation Inputs     
     Level 1
Quoted Prices
   Level 2 Other Significant
Observable Inputs
   Level 3 Significant
Unobservable  Inputs
   Total Market Value
at 12/31/12

OTHER FINANCIAL INSTRUMENTS:

           

ASSETS (Unrealized Appreciation):*

           

EQUITY CONTRACT

           

Contract for Difference Swap Agreement

 

   $—

 

   $12,244

 

   $—

 

   $12,244

 

 

(a)

Please refer to the Schedule of Investments (“SOI”) for the industry classifications of these portfolio holdings.

*

Other financial instruments are derivatives reflected in the SOI, such as futures, forwards, and swaps, which are valued at the unrealized appreciation/depreciation of the instrument.

The Fund did not have transfers between Level 1 and Level 2 during the year ended December 31, 2012. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

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. 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 increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against 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

 

13


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

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 December 31, 2012, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

Swap Agreements. The Fund may enter into equity contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an equity contract for difference swap, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short-term interest rates and the returns on the Fund’s portfolio securities at the time an equity contract for difference swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction.

Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be received or paid on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon receipt or payment of a periodic payment or termination of swap agreements.

The Fund has entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc. Details of the swaps at December 31, 2012 are reflected within the Schedule of Investments and further details are as follows:

 

Notional Amount

  

Equity Security Received

  

Interest Rate/ Equity Security Paid

  

Termination

Date

  

Net Unrealized

Appreciation

 

$661,512 (47,500 Shares)

   Market Value Appreciation on:
Rolls-Royce Holdings plc
   One month LIBOR plus 90 bps plus Market Value Depreciation on:
Rolls-Royce Holdings plc
   6/27/13    $ 12,231   

      5,849 (3,610,000 Shares)

   Rolls-Royce Holdings plc, Cl. C    Rolls-Royce Holdings plc, Cl. C    6/27/13      13   
           

 

 

 
            $ 12,244   
           

 

 

 

The Fund’s volume of activity in equity contract for difference swap agreements during the year ended December 31, 2012 had an average monthly notional amount of approximately $626,378.

As of December 31, 2012, the value of equity contract for difference swap agreements can be found in the Statement of Assets and Liabilities under Assets, Unrealized appreciation on swap contracts. For the year ended December 31, 2012, the effect of equity contract for difference swap agreements can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Securities Sold Short, Swap Contracts, and Foreign Currency, Net realized gain on swap contracts and Net change in unrealized appreciation/depreciation on swap contracts.

 

14


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (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. The Fund and the Adviser are therefore not subject to registration or regulation as a commodity pool operator under the CEA. Due to the recent amendments to Rule 4.5 under the CEA, 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.

Securities Sold Short. The Fund may enter into short sale transactions. Short selling involves selling securities that may or may not be owned and, at times, borrowing the same securities for delivery to the purchaser, with an obligation to replace such borrowed securities at a later date. The proceeds received from short sales are recorded as liabilities and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of an open short position on the day of determination. The Fund records a realized gain or loss when the short position is closed out. By entering into a short sale, the Fund bears the market risk of an unfavorable change in the price of the security sold short. Dividends on short sales are recorded as an expense by the Fund on the ex-dividend date and interest expense is recorded on the accrual basis. The broker retains collateral for the value of the open positions, which is adjusted periodically as the value of the position fluctuates. At December 31, 2012, there were no short sales outstanding.

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

 

15


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

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.

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 may invest up to 15% of its net assets 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. For the restricted securities the Fund held as of December 31, 2012, refer to the Schedule of Investments.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain or 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.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would be included in the Statement of Operations.

Distributions to Shareholders. Distributions to 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

 

16


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

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. Permanent differences are primarily due to tax treatment of currency gains and losses, recharacterization of distributions, reclassifications of gains on investments in swaps, basis adjustments on securities sold with conversion premiums and hybrid income, and taxable over distributions. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2012, reclassifications were made to increase accumulated net investment income by $140,186 and decrease accumulated net realized loss on investments, securities sold short, swap contracts, and foreign currency transactions by $1,006,305, with an offsetting adjustment to paid-in capital.

Distributions to shareholders of the Fund’s 6.00% Series B Cumulative Preferred Stock (“Series B Preferred”) are recorded on a daily basis and are determined as described in Note 5.

The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011 was as follows:

 

     Year Ended
December 31, 2012
     Year Ended
December 31, 2011
 
     Common      Preferred      Common      Preferred  

Distributions paid from:

           

Ordinary income (inclusive of short-term capital gains)

   $ 1,197,508       $ 1,452,345       $ 804,032       $ 1,448,322   

Return of capital

     5,330,114                 5,658,605           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total distributions paid

   $ 6,527,622       $ 1,452,345       $ 6,462,637       $ 1,448,322   
  

 

 

    

 

 

    

 

 

    

 

 

 

Currently, the Fund has a fixed distribution policy. Under the policy, the Fund declares and pays quarterly distributions from net investment income and capital gains. The actual source of the distribution is determined after the end of the calendar year. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long-term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pay out all of its net realized long-term capital gains as a Capital Gain Dividend.

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.

 

17


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

As of December 31, 2012, the components of accumulated earnings/losses on a tax basis were as follows:

 

Accumulated capital loss carryforwards

   $ (6,146,051

Net unrealized appreciation on investments, swap contracts, and foreign currency translations

     11,818,891   

Other temporary differences*

     (36,650
  

 

 

 

Total

   $ 5,636,190   
  

 

 

 

 

*

Other temporary differences were primarily due to adjustments for distributions payable and adjustments for swap contracts.

At December 31, 2012, the Fund had net capital loss carryforwards for federal income tax purposes which are available to reduce future required distributions of net capital gains to shareholders. Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward for an unlimited period capital losses incurred in years beginning after December 22, 2010. In addition, these losses must be utilized prior to the losses incurred in pre-enactment taxable years. As a result of the rule, pre-enactment capital loss carryforwards may have an increased likelihood of expiring unused. Additionally, post enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

Capital Loss Carryforward Available through 2017

   $ 4,488,846   

Capital Loss Carryforward Available through 2018

     1,657,205   
  

 

 

 

Total Capital Loss Carryforwards

   $ 6,146,051   
  

 

 

 

During the year ended December 31, 2012, the Fund utilized capital loss carryforwards of $1,166,416.

At December 31, 2012, the difference between book basis and tax basis unrealized appreciation on investments was primarily due to deferral of losses from wash sales for tax purposes, qualified five year tax gains, and basis adjustments on investments in partnerships and defaulted securities.

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2012:

 

     Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
 

Investments

     $88,736,626         $16,404,832         $(4,598,563)         $11,806,269   

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. For the year ended December 31, 2012, the Fund did not incur any income tax, interest, or penalties. As of December 31, 2012, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended December 31, 2009 through December 31, 2012 remain subject to examination by the Internal Revenue Service and state taxing authorities. 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

 

18


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

daily and paid monthly, equal on an annual basis to 1.00% of the value of the Fund’s average daily net assets including the liquidation value of preferred stock. 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. The Adviser has agreed to reduce the management fee on the incremental assets attributable to the Series B Preferred if the total return of the NAV of the common shares of the Fund, including distributions and advisory fee subject to reduction, does not exceed the stated dividend rate or corresponding swap rate on the Series B Preferred for the year.

The Fund’s total return on the NAV of the Common Shares is monitored on a monthly basis to assess whether the total return on the NAV of the Common Shares exceeds the stated dividend rate or corresponding swap rate of each particular series of Preferred Stock for the period. For the year ended December 31, 2012, the Fund’s total return on the NAV of the Common Shares exceeded the stated dividend rate or net swap expense of all outstanding Preferred Stock. Thus, advisory fees with respect to the liquidation value of the preferred stock assets were accrued on the Series B Preferred.

During the year ended December 31, 2012, the Fund paid brokerage commissions on security trades of $8,147 to Gabelli & Company, Inc., an affiliate of the Adviser.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement between the Fund and the Adviser. During the year ended December 31, 2012, the Fund paid or accrued $45,000 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 from affiliates of the Adviser). For the year ended December 31, 2012, the Fund paid or accrued $69,449 in payroll expenses in the Statement of Operations.

The Fund pays each Director who is not considered an affiliated person an annual retainer of $3,000 plus $750 for each Board meeting attended. Each Director 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 $3,000, the Nominating Committee Chairman receives an annual fee of $2,000, and the Lead Director receives an annual fee of $1,000. A Director may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Directors 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 year ended December 31, 2012, other than short-term securities and U.S. Government obligations, aggregated $14,468,789 and $20,497,397, respectively.

5. Capital. The charter permits the Fund to issue 998,000,000 shares of common stock (par value $0.001). The Board has authorized the repurchase of up to 500,000 common shares on the open market when the shares are trading at a discount of 10% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the years ended December 31, 2012 and December 31, 2011, the Fund did not repurchase any shares of its common stock in the open market.

 

19


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

Transactions in common stock were as follows:

 

     Year Ended
December 31, 2012
     Year Ended
December 31, 2011
 
     Shares      Amount      Shares      Amount  

Net increase from common shares issued upon reinvestment of distributions

     171,827       $ 974,442         139,083       $ 841,209   

The Fund’s Articles of Incorporation authorize the issuance of up to 2,000,000 shares of $0.001 par value Preferred Stock. The Preferred Stock is senior to the common stock and results in the financial leveraging of the common stock. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on shares of the Preferred Stock are cumulative. The Fund is required by the 1940 Act and by the Articles Supplementary to meet certain asset coverage tests with respect to the Preferred Stock. 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 Series B Preferred at a redemption price of $25.00 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 and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

A shelf registration, authorizing the offering of an additional $100 million of common or preferred shares was declared effective on July 28, 2011.

On March 18, 2003, the Fund received net proceeds of $23,994,241 after underwriting discounts of $787,500 and offering expenses of $218,259 from the public offering of 1,000,000 shares of Series B Preferred. The Fund, at its option, may redeem the Series B Preferred in whole or in part at the redemption price at any time. The Board has authorized the repurchase on the open market at prices less than the $25 liquidation value of the Series B Preferred. During the years ended December 31, 2012 and December 31, 2011 the Fund did not repurchase any shares of Series B Preferred. At December 31, 2012, 965,548 shares of Series B Preferred were outstanding and accrued dividends amounted to $24,139.

The holders of Preferred Stock generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common stock as a single class. The holders of Preferred Stock voting together as a single class also have the right currently to elect two Directors and under certain circumstances are entitled to elect a majority of the Board. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the preferred stock, voting as a single class, will be required to approve any plan of reorganization adversely affecting the preferred stock, and the approval of two-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding preferred stock and a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment policies.

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.

 

20


The Gabelli Convertible and Income Securities Fund Inc.

Notes to Financial Statements (Continued)

 

 

7. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer, who also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

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 was a subsequent event requiring recognition or disclosure in the financial statements.

 

21


The Gabelli Convertible and Income Securities Fund Inc.

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of

The Gabelli Convertible and Income Securities Fund Inc.:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Gabelli Convertible and Income Securities Fund Inc. (hereafter referred to as the “Fund”) at December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 28, 2013

 

22


The Gabelli Convertible and Income Securities Fund Inc.

Additional Fund Information (Unaudited)

 

The business and affairs of the Fund are managed under the direction of the Fund’s Board of Directors. Information pertaining to the Directors and officers of the Fund is set forth below. The Fund’s Statement of Additional Information includes additional information about the Fund’s Directors and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Convertible and Income Securities Fund Inc. at One Corporate Center, Rye, NY 10580-1422.

 

Name, Position(s)

Address1

and Age

  

Term of Office

and Length of

Time Served2

  

Number of Funds

in Fund Complex

Overseen by Director

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held by Director5

INTERESTED DIRECTORS3 :

           

Mario J. Gabelli, CFA

Director and

Chief Investment Officer

Age: 70

   Since 1989*    27    Chairman, Chief Executive Officer, and Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer– Value Portfolios of Gabelli Funds, LLC, and GAMCO Asset Management Inc.; Director/ Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/ GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.    Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of RLJ Acquisition Inc. (blank check company)
(2011-2012)

INDEPENDENT DIRECTORS6 :

           

E. Val Cerutti

Director

Age: 73

   Since 1989***    7    Chief Executive Officer of Cerutti Consultants, Inc.    Director of The LGL Group, Inc. (diversified manufacturing)
(1990-2009)

Anthony J. Colavita4

Director

Age: 77

   Since 1989**    35    President of the law firm of Anthony J. Colavita, P.C.   

Dugald A. Fletcher

Director

Age: 83

   Since 1989***    2    President, Fletcher & Company, Inc.    Director of Harris and Harris Group, Inc. (venture capital)

Anthony R. Pustorino

Director

Age: 87

   Since 1989***    13    Certified Public Accountant; Professor Emeritus, Pace University    Director of The LGL Group, Inc. (diversified manufacturing)
(2002-2010)

Werner J. Roeder, MD4

Director

Age: 72

   Since 2001*    22    Medical Director of Lawrence Hospital and practicing private physician   

Anthonie C. van Ekris

Director

Age: 78

   Since 1992**    20    Chairman of BALMAC International, Inc. (commodities and futures trading)   

Salvatore J. Zizza

Director

Age: 67

   Since 1991**    29    Chairman (since 1978) of Zizza & Associates Corp. (financial consulting); Chairman (since 2005) of Metropolitan Paper Recycling, Inc. (recycling); Chairman (since 2009) of E-Corp English (business services)    Chairman of Harbor BioSciences, Inc. (biotechnology); Director of Trans-Lux Corporation (business services); Chairman of Bion Environmental Technologies (technology)

 

23


The Gabelli Convertible and Income Securities Fund Inc.

Additional Fund Information (Continued) (Unaudited)

 

 

Name, Position(s)

Address1

and Age

  

Term of Office

and Length of

Time Served2

    

Principal Occupation(s)

During Past Five Years

OFFICERS:

       

Bruce N. Alpert

President and

Acting Chief Compliance Officer

Age: 61

  

Since 2003

Since November

2011

     Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc. 2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008

Agnes Mullady

Treasurer and Secretary

Age: 54

   Since 2006      President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex

Curtis A. Browning

Assistant Vice President &

Ombudsman

Age: 28

   Since 2011      Analyst Portfolio Administration, Gabelli Funds, LLC (2010); Analyst Levion Capital Group (2009); Treasury Analyst GE Capital (2008), Treasury Analyst Tudor Group (2007)

Laurissa M. Martire

Vice President

Age: 36

   Since 2004      Vice President and/or Ombudsman of other closed-end funds within the Gabelli/GAMCO Funds complex; Assistant Vice President of GAMCO Investors, Inc. since 2003

 

1 

Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.

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. The three year term for each class expires as follows:

*

 

 

Term expires at the Fund’s 2013 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

**

 

 

Term expires at the Fund’s 2014 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

***

 

 

Term expires at the Fund’s 2015 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

3 

“Interested person” of the Fund, as defined in the 1940 Act. Mr. Gabelli is considered an “interested person” because of his affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser.

4 

Represents holders of the Fund’s Preferred Stock.

5 

This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

6 

Directors who are not interested persons are considered “Independent” Directors.

 

24


THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

INCOME TAX INFORMATION (Unaudited)

December 31, 2012

Cash Dividends and Distributions

 

         Payable    
Date
         Record    
Date
     Total Amount
Paid
  Per Share (a)  
     Ordinary
Investment
    Income (a)    
         Long-Term    
Capital

Gains
     Return of
    Capital (b)    
     Dividend
  Reinvestment  
Price
 

Common Shares

                    
     03/23/12         03/16/12         $0.12000         $0.02230                 $0.09770         $5.78451   
     06/22/12         06/15/12         0.12000         0.02230                 0.09770         5.42762   
     09/21/12         09/14/12         0.12000         0.02230                 0.09770         5.73010   
     12/20/12         12/14/12         0.12000         0.02230                 0.09770         5.31213   
        

 

 

    

 

 

    

 

 

    

 

 

    
           $0.48000         $0.08920                 $0.39080      

6.000% Series B Cumulative Preferred Stock

  

           
     03/26/12         03/19/12         $0.37500         $0.37500                 
     06/26/12         06/19/12         0.37500         0.37500                 
     09/26/12         09/19/12         0.37500         0.37500                 
     12/26/12         12/18/12         0.37500         0.37500                 
        

 

 

    

 

 

    

 

 

       
           $1.50000         $1.50000                 

A Form 1099-DIV has been mailed to all shareholders of record for the distributions mentioned above, setting forth specific amounts to be included in the 2012 tax returns. Ordinary income distributions include net investment income and net realized short-term capital gains.

Corporate Dividends Received Deduction, Qualified Dividend Income, and U.S. Government Securities Income

The Fund paid to common and 6.00% Series B Cumulative Preferred shareholders ordinary income dividends of $0.0892 and $1.5000 per share, respectively, in 2012. For the year ended December 31, 2012, 44.94% of the ordinary dividend qualified for the dividends received deduction available to corporations, and 59.67% of the ordinary income distribution was qualified dividend income and 21.75% of the ordinary income distribution was qualified interest income. The percentage of ordinary income dividends paid by the Fund during 2012 derived from U.S. Treasury securities was 0.70%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2012. The percentage of U.S. Treasury securities held as of December 31, 2012 was 21.55%.

 

25


THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

INCOME TAX INFORMATION (Unaudited) (Continued)

December 31, 2012

Historical Distribution Summary

 

         Investment    
Income (c)
         Short-Term    
Capital

Gains (c)
         Long-Term    
Capital

Gains
         Return of    
Capital (b)
     Total
    Distributions    
(a)
         Adjustment    
to Cost

Basis (d)
 

Common Shares

                 

2012

     $0.05040         $0.03880                 $0.39080         $0.48000         $0.39080   

2011

     0.04210         0.01850                 0.41940         0.48000         0.41940   

2010

     0.05040                         0.41960         0.47000         0.41960   

2009

     0.08543                         0.33457         0.42000         0.33457   

2008

     0.11672         0.00460         $0.00796         0.67072         0.80000         0.67072   

2007

     0.30784         0.07582         0.24480         0.17154         0.80000         0.17154   

2006

     0.34356         0.12104         0.33540                 0.80000           

2005

     0.29540         0.05780         0.20644         0.24036         0.80000         0.24036   

2004

     0.18800                         0.61200         0.80000         0.61200   

2003

     0.18800                 0.05160         0.56040         0.80000         0.56040   

2002

     0.27170                         0.47830         0.75000         0.47830   

2001

     0.47550         0.06950         0.26500                 0.81000           

2000

     0.56610         0.32670         0.40720                 1.30000           

1999

     0.38990         0.44590         0.19420                 1.03000           

1998

     0.38660         0.24130         0.29210                 0.92000           

1997

     0.39690         0.22850         0.33460                 0.96000           

1996

     0.49000         0.14160         0.10340                 0.73500           

1995

     0.55740         0.20410         0.35950         0.02900         1.15000         0.02900   

1994

     0.57300         0.11500         0.21200                 0.90000           

1993

     0.56100         0.20000         0.66400                 1.42500           

1992

     0.65400         0.09000         0.13200                 0.87600           

1991

     0.70600         0.11200         0.04700                 0.86500           

1990

     0.69000                                 0.69000           

1989

     0.11500                                 0.11500           

6.000% Series B Cumulative Preferred Stock

  

        

2012

     $0.84560         $0.65440                         $1.50000           

2011

     1.04200         0.45800                         1.50000           

2010

     1.50000                                 1.50000           

2009

     1.50000                                 1.50000           

2008

     1.35400         0.05360         $0.09240                 1.50000           

2007

     0.73128         0.18220         0.58652                 1.50000           

2006

     0.64417         0.22693         0.62890                 1.50000           

2005

     0.79175         0.15491         0.55334                 1.50000           

2004

     1.50000                                 1.50000           

2003

     0.90900                 0.24930                 1.15830           

 

 

(a)

Total amounts may differ due to rounding.

(b)

Non-taxable.

(c)

Taxable as ordinary income for Federal tax purposes.

(d)

Decrease in cost basis.

 

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

 

26


THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

One Corporate Center,

Rye, NY 10580-1422

Investment Objective:

The Gabelli Convertible and Income Securities Fund Inc. is a diversified, closed-end management investment company whose primary objective is to seek a high level of total return through a combination of current income and capital appreciation.

Stock Exchange Listing

 

    

Common

  

Series B
Preferred

NYSE–Symbol:

   GCV    GCV PrB

Shares Outstanding:

   13,688,233    965,548

 

We have separated the portfolio manager’s 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 manager’s commentary is unrestricted. The financial statements and investment portfolio are mailed separately from the commentary. 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 “Convertible Securities Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “Convertible Securities 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 “XGCVX.”

 

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 10% 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.


THE GABELLI CONVERTIBLE AND INCOME

SECURITIES FUND INC.

One Corporate Center,

Rye, NY 10580-1422

t   800-GABELLI (800-422-3554)

f   914-921-5118

e  info@gabelli.com

    GABELLI.com

 

 

DIRECTORS

 

Mario J. Gabelli, CFA

Chairman & Chief

Executive Officer,

GAMCO Investors, Inc.

 

 

OFFICERS

 

Bruce N. Alpert

President &

Acting Chief Compliance

Officer

E. Val Cerutti

Chief Executive Officer,

Cerutti Consultants, Inc.

 

Anthony J. Colavita

President,

Anthony J. Colavita, P.C.

 

Dugald A. Fletcher

President,

Fletcher & Company, Inc.

 

Agnes Mullady

Treasurer & Secretary

 

Curtis A. Browning

Assistant Vice President &

Ombudsman

 

Laurissa M. Martire

Vice President

 

INVESTMENT ADVISER

Anthony R. Pustorino

Certified Public

Accountant,

Professor Emeritus,

Pace University

 

Gabelli Funds, LLC

One Corporate Center,

Rye, New York 10580-1422

 

CUSTODIAN

Werner J. Roeder, MD

Medical Director,

Lawrence Hospital

 

Anthonie C. van Ekris

Chairman,

BALMAC International, Inc.

 

State Street Bank and

Trust Company

 

COUNSEL

 

Skadden, Arps, Slate,

Meagher & Flom LLP

Salvatore J. Zizza

Chairman, Zizza &

Associates Corp.

 

TRANSFER AGENT AND

REGISTRAR

 

Computershare Trust

Company, N.A.

     

GCV Q4/2012

 

LOGO

 


Item 2. Code of Ethics.

 

  (a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

  (c)

There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

  (d)

The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s Board of Directors has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

 

  (a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $33,947 for 2011 and $33,947 for 2012.

Audit-Related Fees

 

  (b)

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $12,628 for 2011 and $0 for 2012. Audit-related fees represent services provided in the preparation of Preferred Shares Reports.


Tax Fees

 

  (c)

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $4,200 for 2011 and $4,200 for 2012. Tax fees represent tax compliance services provided in connection with the review of the Registrant’s tax returns.

All Other Fees

 

  (d)

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2011 and $0 for 2012.

 

  (e)(1)

Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

Pre-Approval Policies and Procedures. The Audit Committee (“Committee”) of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC (“Gabelli”) that provides services to the registrant (a “Covered Services Provider”) if the independent registered public accounting firm’s engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson’s pre-approval of such services, his or her decision(s). The 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 Committee’s pre-approval responsibilities to the other persons (other than Gabelli or the registrant’s officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit.

 

  (e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

 

  (b)

100%

 

  (c)

100%

 

  (d)

N/A

 

  (f)

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.


  (g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2011 and $0 for 2012.

 

  (h)

The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants.

The registrant has a separately designated audit committee consisting of the following members: Anthony J. Colavita, Anthony R. Pustorino and Salvatore J. Zizza.

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.

The Proxy Voting Policies are attached herewith.


The Voting of Proxies on Behalf of Clients

Rules 204(4)-2 and 204-2 under the Investment Advisers Act of 1940 and Rule 30b1-4 under the Investment Company Act of 1940 require investment advisers to adopt written policies and procedures governing the voting of proxies on behalf of their clients.

These procedures will be used by GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., and Teton Advisors, Inc. (collectively, the “Advisers”) to determine how to vote proxies relating to portfolio securities held by their clients, including the procedures that the Advisers use when a vote presents a conflict between the interests of the shareholders of an investment company managed by one of the Advisers, on the one hand, and those of the Advisers; the principal underwriter; or any affiliated person of the investment company, the Advisers, or the principal underwriter. These procedures will not apply where the Advisers do not have voting discretion or where the Advisers have agreed to with a client to vote the client’s proxies in accordance with specific guidelines or procedures supplied by the client (to the extent permitted by ERISA).

 

I.

Proxy Voting Committee

The Proxy Voting Committee was originally formed in April 1989 for the purpose of formulating guidelines and reviewing proxy statements within the parameters set by the substantive proxy voting guidelines originally published in 1988 and updated periodically, a copy of which are appended as Exhibit A. The Committee will include representatives of Research, Administration, Legal, and the Advisers. Additional or replacement members of the Committee will be nominated by the Chairman and voted upon by the entire Committee.

Meetings are held as needed basis to form views on the manner in which the Advisers should vote proxies on behalf of their clients.

In general, the Director of Proxy Voting Services, using the Proxy Guidelines, recommendations of Institutional Shareholder Corporate Governance Service (“ISS”), other third-party services and the analysts of Gabelli & Company, Inc., will determine how to vote on each issue. For non-controversial matters, the Director of Proxy Voting Services may vote the proxy if the vote is (1) consistent with the recommendations of the issuer’s Board of Directors and not contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuer’s Board of Directors and is a non-controversial issue not covered by the Proxy Guidelines; or (3) the vote is contrary to the recommendations of the Board of Directors but is consistent with the Proxy Guidelines. In those instances, the Director of Proxy Voting Services or the Chairman of the Committee may sign and date the proxy statement indicating how each issue will be voted.

All matters identified by the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department as controversial, taking into account the

 

1


recommendations of ISS or other third party services and the analysts of Gabelli & Company, Inc., will be presented to the Proxy Voting Committee. If the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department has identified the matter as one that (1) is controversial; (2) would benefit from deliberation by the Proxy Voting Committee; or (3) may give rise to a conflict of interest between the Advisers and their clients, the Chairman of the Committee will initially determine what vote to recommend that the Advisers should cast and the matter will go before the Committee.

 

  A.

Conflicts of Interest.

The Advisers have implemented these proxy voting procedures in order to prevent conflicts of interest from influencing their proxy voting decisions. By following the Proxy Guidelines, as well as the recommendations of ISS, other third-party services and the analysts of Gabelli & Company, the Advisers are able to avoid, wherever possible, the influence of potential conflicts of interest. Nevertheless, circumstances may arise in which one or more of the Advisers are faced with a conflict of interest or the appearance of a conflict of interest in connection with its vote. In general, a conflict of interest may arise when an Adviser knowingly does business with an issuer, and may appear to have a material conflict between its own interests and the interests of the shareholders of an investment company managed by one of the Advisers regarding how the proxy is to be voted. A conflict also may exist when an Adviser has actual knowledge of a material business arrangement between an issuer and an affiliate of the Adviser.

In practical terms, a conflict of interest may arise, for example, when a proxy is voted for a company that is a client of one of the Advisers, such as GAMCO Asset Management Inc. A conflict also may arise when a client of one of the Advisers has made a shareholder proposal in a proxy to be voted upon by one or more of the Advisers. The Director of Proxy Voting Services, together with the Legal Department, will scrutinize all proxies for these or other situations that may give rise to a conflict of interest with respect to the voting of proxies.

 

  B.

Operation of Proxy Voting Committee

For matters submitted to the Committee, each member of the Committee will receive, prior to the meeting, a copy of the proxy statement, any relevant third party research, a summary of any views provided by the Chief Investment Officer and any recommendations by Gabelli & Company, Inc. analysts. The Chief Investment Officer or the Gabelli & Company, Inc. analysts may be invited to present their viewpoints. If the Director of Proxy Voting Services or the Legal Department believe that the matter before the committee is one with respect to which a conflict of interest may exist between the Advisers and their clients, counsel will

 

2


provide an opinion to the Committee concerning the conflict. If the matter is one in which the interests of the clients of one or more of Advisers may diverge, counsel will so advise and the Committee may make different recommendations as to different clients. For any matters where the recommendation may trigger appraisal rights, counsel will provide an opinion concerning the likely risks and merits of such an appraisal action.

Each matter submitted to the Committee will be determined by the vote of a majority of the members present at the meeting. Should the vote concerning one or more recommendations be tied in a vote of the Committee, the Chairman of the Committee will cast the deciding vote. The Committee will notify the proxy department of its decisions and the proxies will be voted accordingly.

Although the Proxy Guidelines express the normal preferences for the voting of any shares not covered by a contrary investment guideline provided by the client, the Committee is not bound by the preferences set forth in the Proxy Guidelines and will review each matter on its own merits. Written minutes of all Proxy Voting Committee meetings will be maintained. The Advisers subscribe to ISS, which supplies current information on companies, matters being voted on, regulations, trends in proxy voting and information on corporate governance issues.

If the vote cast either by the analyst or as a result of the deliberations of the Proxy Voting Committee runs contrary to the recommendation of the Board of Directors of the issuer, the matter will be referred to legal counsel to determine whether an amendment to the most recently filed Schedule 13D is appropriate.

 

II.

Social Issues and Other Client Guidelines

If a client has provided special instructions relating to the voting of proxies, they should be noted in the client’s account file and forwarded to the proxy department. This is the responsibility of the investment professional or sales assistant for the client. In accordance with Department of Labor guidelines, the Advisers’ policy is to vote on behalf of ERISA accounts in the best interest of the plan participants with regard to social issues that carry an economic impact. Where an account is not governed by ERISA, the Advisers will vote shares held on behalf of the client in a manner consistent with any individual investment/voting guidelines provided by the client. Otherwise the Advisers will abstain with respect to those shares.

 

III.

Client Retention of Voting Rights

If a client chooses to retain the right to vote proxies or if there is any change in voting authority, the following should be notified by the investment professional or sales assistant for the client.

- Operations

- Legal Department

 

3


- Proxy Department

- Investment professional assigned to the account

In the event that the Board of Directors (or a Committee thereof) of one or more of the investment companies managed by one of the Advisers has retained direct voting control over any security, the Proxy Voting Department will provide each Board Member (or Committee member) with a copy of the proxy statement together with any other relevant information including recommendations of ISS or other third-party services.

 

IV.

Voting Records

The Proxy Voting Department will retain a record of matters voted upon by the Advisers for their clients. The Advisers will supply information on how an account voted its proxies upon request.

A letter is sent to the custodians for all clients for which the Advisers have voting responsibility instructing them to forward all proxy materials to:

[Adviser name]

Attn: Proxy Voting Department

One Corporate Center

Rye, New York 10580-1433

The sales assistant sends the letters to the custodians along with the trading/DTC instructions. Proxy voting records will be retained in compliance with Rule 204-2 under the Investment Advisers Act.

 

V.

Voting Procedures

1. Custodian banks, outside brokerage firms and clearing firms are responsible for forwarding proxies directly to the Advisers.

Proxies are received in one of two forms:

 

 

Shareholder Vote Authorization Forms (“VAFs”) - Issued by Broadridge Financial Solutions, Inc. (“Broadridge”) VAFs must be voted through the issuing institution causing a time lag. Broadridge is an outside service contracted by the various institutions to issue proxy materials.

 

Proxy cards which may be voted directly.

2. Upon receipt of the proxy, the number of shares each form represents is logged into the proxy system according to security.

3. In the case of a discrepancy such as an incorrect number of shares, an improperly signed or dated card, wrong class of security, etc., the issuing custodian is notified by phone. A corrected proxy is requested. Any arrangements are made to insure that a proper proxy is received in time to be voted (overnight delivery, fax, etc.). When securities are out on loan on record date, the custodian is requested to supply written verification.

 

4


4. Upon receipt of instructions from the proxy committee (see Administrative), the votes are cast and recorded for each account on an individual basis.

Records have been maintained on the Proxy Edge system. The system is backed up regularly.

Proxy Edge records include:

Security Name and Cusip Number

Date and Type of Meeting (Annual, Special, Contest)

Client Name

Adviser or Fund Account Number

Directors’ Recommendation

How GAMCO voted for the client on each issue

5. VAFs are kept alphabetically by security. Records for the current proxy season are located in the Proxy Voting Department office. In preparation for the upcoming season, files are transferred to an offsite storage facility during January/February.

6. Shareholder Vote Authorization Forms issued by Broadridge are always sent directly to a specific individual at Broadridge.

7. If a proxy card or VAF is received too late to be voted in the conventional matter, every attempt is made to vote on one of the following manners:

 

 

VAFs can be faxed to Broadridge up until the time of the meeting. This is followed up by mailing the original form.

 

 

When a solicitor has been retained, the solicitor is called. At the solicitor’s direction, the proxy is faxed.

8. In the case of a proxy contest, records are maintained for each opposing entity.

9. Voting in Person

a) At times it may be necessary to vote the shares in person. In this case, a “legal proxy” is obtained in the following manner:

 

 

Banks and brokerage firms using the services at Broadridge:

The back of the VAF is stamped indicating that we wish to vote in person. The forms are then sent overnight to Broadridge. Broadridge issues individual legal proxies and

 

5


sends them back via overnight (or the Adviser can pay messenger charges). A lead-time of at least two weeks prior to the meeting is needed to do this. Alternatively, the procedures detailed below for banks not using Broadridge may be implemented.

 

 

Banks and brokerage firms issuing proxies directly:

The bank is called and/or faxed and a legal proxy is requested.

All legal proxies should appoint:

“Representative of [Adviser name] with full power of substitution.”

b) The legal proxies are given to the person attending the meeting along with the following supplemental material:

 

 

A limited Power of Attorney appointing the attendee an Adviser representative.

 

A list of all shares being voted by custodian only. Client names and account numbers are not included. This list must be presented, along with the proxies, to the Inspectors of Elections and/or tabulator at least one-half hour prior to the scheduled start of the meeting. The tabulator must “qualify” the votes (i.e. determine if the vote have previously been cast, if the votes have been rescinded, etc. vote have previously been cast, etc.).

 

A sample ERISA and Individual contract.

 

A sample of the annual authorization to vote proxies form.

 

A copy of our most recent Schedule 13D filing (if applicable).

 

6


Appendix A

Proxy Guidelines

PROXY VOTING GUIDELINES

GENERAL POLICY STATEMENT

It is the policy of GAMCO Investors, Inc. to vote in the best economic interests of our clients. As we state in our Magna Carta of Shareholders Rights, established in May 1988, we are neither for nor against management. We are for shareholders.

At our first proxy committee meeting in 1989, it was decided that each proxy statement should be evaluated on its own merits within the framework first established by our Magna Carta of Shareholders Rights. The attached guidelines serve to enhance that broad framework.

We do not consider any issue routine. We take into consideration all of our research on the company, its directors, and their short and long-term goals for the company. In cases where issues that we generally do not approve of are combined with other issues, the negative aspects of the issues will be factored into the evaluation of the overall proposals but will not necessitate a vote in opposition to the overall proposals.

 

7


BOARD OF DIRECTORS

The advisers do not consider the election of the Board of Directors a routine issue. Each slate of directors is evaluated on a case-by-case basis.

Factors taken into consideration include:

 

   

Historical responsiveness to shareholders

This may include such areas as:

-Paying greenmail

-Failure to adopt shareholder resolutions receiving a majority of shareholder votes

   

Qualifications

   

Nominating committee in place

   

Number of outside directors on the board

   

Attendance at meetings

   

Overall performance

SELECTION OF AUDITORS

In general, we support the Board of Directors’ recommendation for auditors.

BLANK CHECK PREFERRED STOCK

We oppose the issuance of blank check preferred stock.

Blank check preferred stock allows the company to issue stock and establish dividends, voting rights, etc. without further shareholder approval.

CLASSIFIED BOARD

A classified board is one where the directors are divided into classes with overlapping terms. A different class is elected at each annual meeting.

While a classified board promotes continuity of directors facilitating long range planning, we feel directors should be accountable to shareholders on an annual basis. We will look at this proposal on a case-by-case basis taking into consideration the board’s historical responsiveness to the rights of shareholders.

 

8


Where a classified board is in place we will generally not support attempts to change to an annually elected board.

When an annually elected board is in place, we generally will not support attempts to classify the board.

INCREASE AUTHORIZED COMMON STOCK

The request to increase the amount of outstanding shares is considered on a case-by-case basis.

Factors taken into consideration include:

 

   

Future use of additional shares

-Stock split

-Stock option or other executive compensation plan

-Finance growth of company/strengthen balance sheet

-Aid in restructuring

-Improve credit rating

-Implement a poison pill or other takeover defense

   

Amount of stock currently authorized but not yet issued or reserved for stock option plans

   

Amount of additional stock to be authorized and its dilutive effect

We will support this proposal if a detailed and verifiable plan for the use of the additional shares is contained in the proxy statement.

CONFIDENTIAL BALLOT

We support the idea that a shareholder’s identity and vote should be treated with confidentiality.

However, we look at this issue on a case-by-case basis.

In order to promote confidentiality in the voting process, we endorse the use of independent Inspectors of Election.

 

9


CUMULATIVE VOTING

In general, we support cumulative voting.

Cumulative voting is a process by which a shareholder may multiply the number of directors being elected by the number of shares held on record date and cast the total number for one candidate or allocate the voting among two or more candidates.

Where cumulative voting is in place, we will vote against any proposal to rescind this shareholder right.

Cumulative voting may result in a minority block of stock gaining representation on the board. When a proposal is made to institute cumulative voting, the proposal will be reviewed on a case-by-case basis. While we feel that each board member should represent all shareholders, cumulative voting provides minority shareholders an opportunity to have their views represented.

DIRECTOR LIABILITY AND INDEMNIFICATION

We support efforts to attract the best possible directors by limiting the liability and increasing the indemnification of directors, except in the case of insider dealing.

EQUAL ACCESS TO THE PROXY

The SEC’s rules provide for shareholder resolutions. However, the resolutions are limited in scope and there is a 500 word limit on proponents’ written arguments. Management has no such limitations. While we support equal access to the proxy, we would look at such variables as length of time required to respond, percentage of ownership, etc.

FAIR PRICE PROVISIONS

Charter provisions requiring a bidder to pay all shareholders a fair price are intended to prevent two-tier tender offers that may be abusive. Typically, these provisions do not apply to board-approved transactions.

 

10


We support fair price provisions because we feel all shareholders should be entitled to receive the same benefits.

Reviewed on a case-by-case basis.

GOLDEN PARACHUTES

Golden parachutes are severance payments to top executives who are terminated or demoted after a takeover.

We support any proposal that would assure management of its own welfare so that they may continue to make decisions in the best interest of the company and shareholders even if the decision results in them losing their job. We do not, however, support excessive golden parachutes. Therefore, each proposal will be decided on a case-by- case basis.

Note: Congress has imposed a tax on any parachute that is more than three times the executive’s average annual compensation.

ANTI-GREENMAIL PROPOSALS

We do not support greenmail. An offer extended to one shareholder should be extended to all shareholders equally across the board.

LIMIT SHAREHOLDERS’ RIGHTS TO CALL SPECIAL MEETINGS

We support the right of shareholders to call a special meeting.

CONSIDERATION OF NONFINANCIAL EFFECTS OF A MERGER

This proposal releases the directors from only looking at the financial effects of a merger and allows them the opportunity to consider the merger’s effects on employees, the community, and consumers.

 

11


As a fiduciary, we are obligated to vote in the best economic interests of our clients. In general, this proposal does not allow us to do that. Therefore, we generally cannot support this proposal.

Reviewed on a case-by-case basis.

MERGERS, BUYOUTS, SPIN-OFFS, RESTRUCTURINGS

Each of the above is considered on a case-by-case basis. According to the Department of Labor, we are not required to vote for a proposal simply because the offering price is at a premium to the current market price. We may take into consideration the long term interests of the shareholders.

MILITARY ISSUES

Shareholder proposals regarding military production must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis.

In voting on this proposal for our non-ERISA clients, we will vote according to the client’s direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others.

NORTHERN IRELAND

Shareholder proposals requesting the signing of the MacBride principles for the purpose of countering the discrimination of Catholics in hiring practices must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis.

In voting on this proposal for our non-ERISA clients, we will vote according to client direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others.

 

12


OPT OUT OF STATE ANTI-TAKEOVER LAW

This shareholder proposal requests that a company opt out of the coverage of the state’s takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the company’s stock before the buyer can exercise control unless the board approves.

We consider this on a case-by-case basis. Our decision will be based on the following:

 

   

State of Incorporation

   

Management history of responsiveness to shareholders

   

Other mitigating factors

POISON PILL

In general, we do not endorse poison pills.

In certain cases where management has a history of being responsive to the needs of shareholders and the stock is very liquid, we will reconsider this position.

REINCORPORATION

Generally, we support reincorporation for well-defined business reasons. We oppose reincorporation if proposed solely for the purpose of reincorporating in a state with more stringent anti-takeover statutes that may negatively impact the value of the stock.

STOCK OPTION PLANS

Stock option plans are an excellent way to attract, hold and motivate directors and employees. However, each stock option plan must be evaluated on its own merits, taking into consideration the following:

 

   

Dilution of voting power or earnings per share by more than 10%

   

Kind of stock to be awarded, to whom, when and how much

   

Method of payment

 

13


   

Amount of stock already authorized but not yet issued under existing stock option plans

SUPERMAJORITY VOTE REQUIREMENTS

Supermajority vote requirements in a company’s charter or bylaws require a level of voting approval in excess of a simple majority of the outstanding shares. In general, we oppose supermajority-voting requirements. Supermajority requirements often exceed the average level of shareholder participation. We support proposals’ approvals by a simple majority of the shares voting.

LIMIT SHAREHOLDERS RIGHT TO ACT BY WRITTEN CONSENT

Written consent allows shareholders to initiate and carry on a shareholder action without having to wait until the next annual meeting or to call a special meeting. It permits action to be taken by the written consent of the same percentage of the shares that would be required to effect proposed action at a shareholder meeting.

Reviewed on a case-by-case basis.

 

14


Item 8. Portfolio Managers of Closed-End Management Investment Companies.

PORTFOLIO MANAGER

Mr. Mario J. Gabelli, CFA, is primarily responsible for the day-to-day management of The Gabelli Convertible and Income Securities Fund Inc., (the Fund). Mr. Gabelli has served as Chairman, Chief Executive Officer, and Chief Investment Officer -Value Portfolios of GAMCO Investors, Inc. and its affiliates since their organization.

MANAGEMENT OF OTHER ACCOUNTS

The table below shows the number of other accounts managed by Mario J. Gabelli and the total assets in each of the following categories: registered investment companies, other paid investment vehicles and other accounts as of December 31, 2012. For each category, the table also shows the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on account performance.

 

Name of Portfolio
Manager
  

Type of

        Accounts        

 

Total

    No. of Accounts    
Managed

  Total
    Assets    
  No. of
Accounts
where
    Advisory Fee    
is  Based on
Performance
   Total Assets
in Accounts
where
    Advisory Fee    
is Based on
Performance
1. Mario J. Gabelli    Registered Investment Companies:   26   19.1B   7    4.4B
     Other Pooled Investment Vehicles:   15   542.5M   13    534.6M
     Other Accounts:   1,869   14.7B   19    1.6B

POTENTIAL CONFLICTS OF INTEREST

As reflected above, Mr. Gabelli manages accounts in addition to the Fund. Actual or apparent conflicts of interest may arise when a Portfolio Manager also has day-to-day management responsibilities with respect to one or more other accounts. These potential conflicts include:

ALLOCATION OF LIMITED TIME AND ATTENTION. As indicated above, Mr. Gabelli manages multiple accounts. As a result, he will not be able to devote all of his time to management of the Fund. Mr. Gabelli, therefore, may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he were to devote all of his attention to the management of only the Fund.

ALLOCATION OF LIMITED INVESTMENT OPPORTUNITIES. As indicated above, Mr. Gabelli manages managed accounts with investment strategies and/or policies that are similar to the Fund. In these cases, if the he identifies an investment opportunity that may be suitable for multiple accounts, a Fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among all or many of these accounts or other accounts managed primarily by other Portfolio Managers of the Adviser, and their affiliates. In addition, in the event Mr. Gabelli determines to purchase a security for more than one account in an aggregate amount that may influence the market price of the security, accounts that purchased or sold the security first may receive a more favorable price than accounts that made subsequent transactions.

SELECTION OF BROKER/DEALERS. Because of Mr. Gabelli’s position with the Distributor and his indirect majority ownership interest in the Distributor, he may have an incentive to use the Distributor to execute portfolio transactions for a Fund.

PURSUIT OF DIFFERING STRATEGIES. At times, Mr. Gabelli may determine that an investment opportunity may be appropriate for only some of the accounts for which he exercises investment responsibility, or may decide that certain of the funds or accounts should take differing positions with respect to a particular security. In these cases, he may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other accounts.

VARIATION IN COMPENSATION. A conflict of interest may arise where the financial or other benefits available to Mr. Gabelli differ among the accounts that he manages. If the structure of the Adviser’s management fee or the Portfolio Manager’s compensation differs among accounts (such as where certain accounts pay higher


management fees or performance-based management fees), the Portfolio Manager may be motivated to favor certain accounts over others. The Portfolio Manager also may be motivated to favor accounts in which he has an investment interest, or in which the Adviser, or their affiliates have investment interests. Similarly, the desire to maintain assets under management or to enhance a Portfolio Manager’s performance record or to derive other rewards, financial or otherwise, could influence the Portfolio Manager in affording preferential treatment to those accounts that could most significantly benefit the Portfolio Manager. For example, as reflected above, if Mr. Gabelli manages accounts which have performance fee arrangements, certain portions of his compensation will depend on the achievement of performance milestones on those accounts. Mr. Gabelli could be incented to afford preferential treatment to those accounts and thereby be subject to a potential conflict of interest.

The Adviser, and the Funds have adopted compliance policies and procedures that are designed to address the various conflicts of interest that may arise for the Adviser and their staff members. However, there is no guarantee that such policies and procedures will be able to detect and prevent every situation in which an actual or potential conflict may arise.

COMPENSATION STRUCTURE FOR MARIO J. GABELLI

Mr. Gabelli receives incentive-based variable compensation based on a percentage of net revenues received by the Adviser for managing the Fund. Net revenues are determined by deducting from gross investment management fees the firm’s expenses (other than Mr. Gabelli’s compensation) allocable to this Fund. Five closed-end registered investment companies (including this Fund) managed by Mr. Gabelli have arrangements whereby the Adviser will only receive its investment advisory fee attributable to the liquidation value of outstanding preferred stock (and Mr. Gabelli would only receive his percentage of such advisory fee) if certain performance levels are met. Additionally, he receives similar incentive based variable compensation for managing other accounts within the firm and its affiliates. This method of compensation is based on the premise that superior long-term performance in managing a portfolio should be rewarded with higher compensation as a result of growth of assets through appreciation and net investment activity. The level of compensation is not determined with specific reference to the performance of any account against any specific benchmark. One of the other registered investment companies managed by Mr. Gabelli has a performance (fulcrum) fee arrangement for which his compensation is adjusted up or down based on the performance of the investment company relative to an index. Mr. Gabelli manages other accounts with performance fees. Compensation for managing these accounts has two components. One component is based on a percentage of net revenues to the investment adviser for managing the account. The second component is based on absolute performance of the account, with respect to which a percentage of such performance fee is paid to Mr. Gabelli. As an executive officer of the Adviser’s parent company, GBL, Mr. Gabelli also receives ten percent of the net operating profits of the parent company. He receives no base salary, no annual bonus, and no stock options.

OWNERSHIP OF SHARES IN THE FUND

Mario J. Gabelli owned over $1,000,000 of shares of the Fund as of December 31, 2012.

 

(b)

Not applicable.


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
Plans or Programs

 

 

(d) Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs

 

Month #1

07/01/12

through

07/31/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – 13,619,400

 

Preferred Series B – 965,548

 

 

Month #2

08/01/12

through

08/31/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – 13,619,400

 

Preferred Series B – 965,548

 

 

Month #3

09/01/12

through

09/30/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – NA

 

 

 

Common – 13,619,400

 

Preferred Series B – 965,548

 

 

Month #4

10/01/12

through

10/31/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – 13,688,233

 

Preferred Series B – 965,548

 

 

Month

11/01/12

through

11/30/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – 13,688,233

 

Preferred Series B – 965,548

 

 

Month #6

12/01/12

through

12/31/12

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

 

Common – 13,688,233

 

Preferred Series B – 965,548

 

 

Total

 

Common – N/A

 

Preferred Series B – N/A

 

 

Common – N/A

 

Preferred Series B – N/A

 

 

Common – N/A

 

Preferred Series B – 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 10% 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 Directors, 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)

Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

  (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 Convertible and Income Securities Fund Inc.                           

  

By (Signature and Title)*  /s/ Bruce N. Alpert                                                                         

  

                                                Bruce N. Alpert, Principal Executive Officer

  

Date    3/11/2013                                                                                                                          

  

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    3/11/2013                                                                                                                          

  

By (Signature and Title)*   /s/ Agnes Mullady                                                                          

  

                                                 Agnes Mullady, Principal Financial Officer and Treasurer

  

Date    3/11/2013                                                                                                                          

  

 

* 

Print the name and title of each signing officer under his or her signature.