N-CSR 1 d512046dncsr.htm GABELLI GLOBAL SMALL & MID CAP VALUE TRUST Gabelli Global Small & Mid Cap Value Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number             811-22884                            

 

    

The Gabelli Global Small and Mid Cap Value Trust

    
   (Exact name of registrant as specified in charter)   

 

     One Corporate Center     
    

Rye, New York 10580-1422

    
   (Address of principal executive offices) (Zip code)   

 

    

Bruce N. Alpert

Gabelli Funds, LLC

One Corporate Center

Rye, New York 10580-1422

    
   (Name and address of agent for service)   

Registrant’s telephone number, including area code:  1-800-422-3554

Date of fiscal year end:  December 31

Date of reporting period:  December 31, 2017

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

 


The Gabelli Global Small and Mid Cap Value Trust

Annual Report — December 31, 2017

(Y)our Portfolio Management Team

 

LOGO    LOGO    LOGO    LOGO

 

Mario J. Gabelli, CFA

Chief Investment Officer

  

 

 

Christopher J. Marangi

Co-Chief Investment Officer

BA, Williams College

MBA, Columbia

Business School

  

 

Kevin V. Dreyer

Co-Chief Investment Officer

BSE, University of

Pennsylvania

MBA, Columbia

Business School

  

 

Jeffrey J. Jonas, CFA

Portfolio Manager

BS, Boston College

To Our Shareholders,

For the year ended December 31, 2017, the net asset value (“NAV”) total return of The Gabelli Global Small and Mid Cap Value Trust (the “Fund”) was 24.6%, compared with a total return of 23.1% for the Morgan Stanley Capital International (“MSCI”) World SMID Cap Index. The total return for the Fund’s publicly traded shares was 25.4%. The Fund’s NAV per share was $14.63, while the price of the publicly traded shares closed at $12.74 on the New York Stock Exchange (“NYSE”). See below for additional performance information.

Enclosed are the financial statements, including the schedule of investments, as of December 31, 2017.

Comparative Results

    

 

Average Annual Returns through December 31, 2017 (a) (Unaudited)

    

Since

 
                        Inception  
          1 Year      2 Year      (06/23/14)  

Gabelli Global Small and Mid Cap Value Trust

        

NAV Total Return (b)

     24.62      13.86          8.14%  

Investment Total Return (c)

     25.40        13.32            3.08  

MSCI World SMID Cap Index

     23.09        16.30            7.94(d)  

(a)  Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The MSCI World SMID Cap Index captures mid and small cap representation across 23 developed markets. Dividends are considered reinvested. You cannot invest directly in an index.

   

(b)  Total returns and average annual returns reflect changes in the NAV per share, reinvestment of distributions at NAV on the ex-dividend date, adjustments for rights offerings, and are net of expenses. Since inception return is based on an initial NAV of $12.00.

   

(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 $12.00.

    

(d)  From June 30, 2014, the date closest to the Fund’s inception for which data are available.

 

   


Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total investments as of December 31, 2017:

The Gabelli Global Small and Mid Cap Value Trust

 

U.S. Government Obligations

     24.2

Food and Beverage

     16.0

Financial Services

     6.2

Health Care

     5.4

Consumer Products

     4.0

Business Services

     3.7

Machinery

     3.6

Automotive: Parts and Accessories

     2.9

Cable and Satellite

     2.5

Wireless Communications

     2.3

Diversified Industrial

     2.1

Retail

     2.1

Automotive

     2.0

Hotels and Gaming

     1.9

Aviation: Parts and Services

     1.8

Aerospace

     1.7

Electronics

     1.7

Energy and Utilities: Electric

     1.7

Equipment and Supplies

     1.6

Specialty Chemicals

     1.5

Telecommunications

     1.4

Computer Software and Services

     1.2

Broadcasting

     1.1

Entertainment

     1.1

Energy and Utilities: Water

     0.9

Environmental Services

     0.8

Energy and Utilities: Natural Gas

     0.7

Energy and Utilities: Integrated

     0.6

Publishing

     0.5

Building and Construction

     0.4

Consumer Services

     0.4

Media

     0.4

Transportation

     0.4

Metals and Mining

     0.3

Real Estate

     0.3

Energy and Utilities: Services

     0.2

Manufactured Housing and Recreational Vehicles

     0.2
  

Closed-End Business Development Company

     0.1

Semiconductors

     0.1

Educational Services

     0.0 %* 
  

 

 

 
     100.0
  

 

 

 

 

* Amount represents less than 0.05%.
 

 

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 Global Small and Mid Cap Value Trust

Schedule of Investments — December 31, 2017

 

 

Shares

        

Cost

   

Market

Value

 
      
   COMMON STOCKS — 75.6%    
   Aerospace — 1.7%    
  12,000     

Aerojet Rocketdyne Holdings Inc.†

  $ 225,887     $ 374,400  
  113,000     

BBA Aviation plc

    360,372       533,526  
  16,500     

Kaman Corp.

    671,165       970,860  
  100,000     

Rolls-Royce Holdings plc

    883,455       1,143,575  
  4,600,000     

Rolls-Royce Holdings plc, Cl. C†(a)

    6,095       6,211  
    

 

 

   

 

 

 
       2,146,974       3,028,572  
    

 

 

   

 

 

 
   Automotive — 2.0%    
  4,500     

Ferrari NV

    186,075       471,780  
  72,000     

Navistar International Corp.†

    1,373,495       3,087,360  
    

 

 

   

 

 

 
       1,559,570       3,559,140  
    

 

 

   

 

 

 
   Automotive: Parts and Accessories — 2.9%  
  382     

Adient plc

    17,954       30,063  
  47,500     

Brembo SpA

    331,165       722,098  
  87,000     

Dana Inc.

    1,515,500       2,784,870  
  50,000     

Federal-Mogul Holdings Corp.†(a)

    526,198       500,000  
  4,000     

Linamar Corp.

    171,102       232,967  
  13,000     

Modine Manufacturing Co.†

    173,052       262,600  
  5,400     

Visteon Corp.†

    309,781       675,756  
    

 

 

   

 

 

 
       3,044,752       5,208,354  
    

 

 

   

 

 

 
   Aviation: Parts and Services — 1.8%  
  5,000     

Arconic Inc.

    98,108       136,250  
  1,000     

Curtiss-Wright Corp.

    69,929       121,850  
  13,000     

KLX Inc.†

    466,328       887,250  
  13,556     

Orbital ATK Inc.

    1,797,917       1,782,614  
  3,000     

Rockwell Collins Inc.

    293,970       406,860  
    

 

 

   

 

 

 
       2,726,252       3,334,824  
    

 

 

   

 

 

 
  

Broadcasting — 1.1%

 

 
  8,000     

Beasley Broadcast Group Inc., Cl. A

    46,049       107,200  
  9,000     

Discovery Communications Inc., Cl. A†

    240,283       201,420  
  6,000     

Entravision Communications Corp., Cl. A

    28,083       42,900  
  17,000     

Grupo Televisa SAB, ADR

    378,215       317,390  
  200,000     

ITV plc

    524,178       446,899  
  500     

Liberty Broadband Corp., Cl. A†

    25,309       42,525  
  1,603     

Liberty Broadband Corp., Cl. C†

    77,452       136,511  
  2,000     

Liberty Media Corp.- Liberty SiriusXM, Cl. A†

 

 

74,602

 

 

 

79,320

 

  10,000     

Sinclair Broadcast Group Inc., Cl. A

    296,200       378,500  
  32,392     

Sirius XM Holdings Inc.

    170,058       173,621  
    

 

 

   

 

 

 
       1,860,429       1,926,286  
    

 

 

   

 

 

 

Shares

      

Cost

   

Market

Value

 
      
  

Building and Construction — 0.4%

 

11,400

  

Armstrong Flooring Inc.†

  $ 203,028     $ 192,888  

500

  

Bouygues SA

    23,220       25,983  

4,000

  

GCP Applied Technologies Inc.†

    123,406       127,600  

10,505

  

Johnson Controls International plc

 

 

376,529

 

 

 

400,346

 

    

 

 

   

 

 

 
       726,183       746,817  
    

 

 

   

 

 

 
  

Business Services — 3.7%

 

 

3,000

  

Aramark

    78,477       128,220  

8,000

  

Ascent Capital Group Inc., Cl. A†

    107,971       91,920  

3,000

  

Core-Mark Holding Co. Inc.

    93,317       94,740  

1,000

  

Diebold Nixdorf AG

    57,961       87,589  

32,000

  

Diebold Nixdorf Inc.

    743,218       523,200  

9,000

  

Donnelley Financial Solutions, Inc.†

 

 

195,507

 

 

 

175,410

 

15,000

  

Fly Leasing Ltd., ADR†

    211,542       193,650  

37,000

  

Herc Holdings Inc.†

    1,294,268       2,316,570  

2,300

  

Iron Mountain Inc.

    84,982       87,055  

24,308

  

JCDecaux SA

    853,355       980,119  

13,000

  

Loomis AB, Cl. B

    385,730       546,111  

13,200

  

Macquarie Infrastructure Corp.

    812,119       847,440  

4,000

  

Ströeer SE & Co KGaA

    86,799       295,642  

2,500

  

The Brink’s Co.

    52,037       196,750  

12,000

  

The Interpublic Group of Companies Inc.

 

 

227,975

 

 

 

241,920

 

    

 

 

   

 

 

 
       5,285,258       6,806,336  
    

 

 

   

 

 

 
   Cable and Satellite — 2.5%    

1,000

  

AMC Networks Inc., Cl. A†

    60,778       54,080  

450

  

Cable One Inc.

    118,717       316,508  

5,000

  

Cogeco Communications Inc.

    272,488       343,994  

15,834

  

Liberty Global plc, Cl. A†

    376,773       567,491  

46,412

  

Liberty Global plc, Cl. C†

    1,175,939       1,570,582  

126

  

Liberty Global plc LiLAC, Cl. A†

    4,153       2,539  

500

  

Rogers Communications Inc., Cl. B

    26,788       25,465  

111,000

  

Sky plc†

    1,414,711       1,516,647  

10,000

  

Videocon d2h Ltd., ADR†

    90,569       95,100  
    

 

 

   

 

 

 
       3,540,916       4,492,406  
    

 

 

   

 

 

 
   Closed-End Business Development Company — 0.1%  

20,000

  

MVC Capital Inc.

    234,840       211,200  
    

 

 

   

 

 

 
   Computer Software and Services — 1.2%  

5,000

  

AVEVA Group plc

    159,484       186,658  

9,000

  

Blucora Inc.†

    73,208       198,900  

6,000

  

BroadSoft Inc.†

    328,471       329,400  

14,000

  

Carbonite Inc.†

    164,377       351,400  

500

  

Dell Technologies Inc., Cl. V†

    22,535       40,640  

6,000

  

Internap Corp.†

    95,314       94,260  

3,000

  

InterXion Holding NV†

    81,282       176,790  

4,000

  

Rocket Internet SE†

    93,061       101,387  

44,000

  

Silver Spring Networks Inc.†

    712,760       714,560  
 

 

See accompanying notes to financial statements.

 

3


The Gabelli Global Small and Mid Cap Value Trust

Schedule of Investments (Continued) — December 31, 2017

 

 

Shares

         

Cost

    

Market

Value

 
   COMMON STOCKS (Continued)     
   Computer Software and Services (Continued)  
  2,000     

Twitter Inc.†

   $ 33,707      $ 48,020  
     

 

 

    

 

 

 
        1,764,199        2,242,015  
     

 

 

    

 

 

 
  

 

Consumer Products — 4.0%

 

  
  2,400      Church & Dwight Co. Inc.      80,954        120,408  
  4,000      Coty Inc., Cl. A      65,614        79,560  
  200     

dormakaba Holding AG

     98,379        186,259  
  10,500     

Edgewell Personal Care Co.†

     628,634        623,595  
  6,400     

Energizer Holdings Inc.

     216,149        307,072  
  20,300     

Hunter Douglas NV

     863,311        1,763,438  
  300     

L’Oreal SA

     48,139        66,573  
  13,268     

Marine Products Corp.

     82,274        169,034  
  10,000     

Mattel Inc.

     131,150        153,800  
  600     

Nintendo Co. Ltd., ADR

     12,318        27,042  
  1,500     

Salvatore Ferragamo SpA

     29,710        39,865  
  47,000     

Scandinavian Tobacco Group A/S

     733,990        908,988  
  6,000     

Shiseido Co. Ltd.

     108,513        290,002  
  63,000     

Swedish Match AB

     2,052,990        2,482,184  
     

 

 

    

 

 

 
        5,152,125        7,217,820  
     

 

 

    

 

 

 
  

 

Consumer Services — 0.4%

 

  
  68,000     

AA plc

     196,923        156,077  
  3,000     

Allegion plc

     178,596        238,680  
  16,000     

Ashtead Group plc

     255,935        430,319  
     

 

 

    

 

 

 
        631,454        825,076  
     

 

 

    

 

 

 
  

 

Diversified Industrial — 2.1%

 

  
  17,308     

Ampco-Pittsburgh Corp.

     296,726        214,619  
  2,500     

Crane Co.

     179,774        223,050  
  7,000     

EnPro Industries Inc.

     391,395        654,570  
  10,000     

Griffon Corp.

     123,364        203,500  
  4,000     

Haynes International Inc.

     156,664        128,200  
  1,500     

Jardine Matheson Holdings Ltd.

     99,634        91,125  
  2,000     

Jardine Strategic Holdings Ltd.

     90,135        79,160  
  24,000     

Myers Industries Inc.

     382,895        468,000  
  5,000     

Raven Industries Inc.

     95,464        171,750  
  5,000     

Smiths Group plc

     95,104        100,586  
  2,700     

Sulzer AG

     268,151        327,508  
  36,000     

Toray Industries Inc.

     288,924        339,472  
  10,000     

Tredegar Corp.

     173,251        192,000  
  7,000     

US Silica Holdings Inc.

     222,186        227,920  
  5,500     

Wartsila OYJ Abp

     266,345        347,116  
     

 

 

    

 

 

 
        3,130,012        3,768,576  
     

 

 

    

 

 

 
  

 

Educational Services — 0.0%

 

  
  10,000     

Universal Technical Institute Inc.†

     26,376        24,000  
     

 

 

    

 

 

 
  

 

Electronics — 1.7%

 

  
  3,000     

Agilent Technologies Inc.

     110,491        200,910  
  7,000     

Datalogic SpA

     81,862        258,855  
  1,000     

Dolby Laboratories Inc., Cl. A

     34,320        62,000  

Shares

         

Cost

    

Market

Value

 
  44,000      Sony Corp., ADR    $ 1,150,605      $ 1,977,800  
  25,000     

Sparton Corp.†

     588,148        576,500  
     

 

 

    

 

 

 
        1,965,426        3,076,065  
     

 

 

    

 

 

 
  

 

Energy and Utilities: Electric — 1.7%

 

  
  31,200     

Algonquin Power & Utilities Corp.

     241,059        348,983  
  5,500     

El Paso Electric Co.

     212,397        304,425  
  7,500     

Fortis Inc.

     222,079        275,119  
  41,000     

Westar Energy Inc.

     2,316,957        2,164,800  
     

 

 

    

 

 

 
        2,992,492        3,093,327  
     

 

 

    

 

 

 
  

 

Energy and Utilities: Integrated — 0.6%

 

  
  20,000     

Estre Ambiental Inc.†

     200,792        172,800  
  15,000     

Hawaiian Electric Industries Inc.

     481,548        542,250  
  85,000     

Hera SpA

     242,353        296,782  
     

 

 

    

 

 

 
        924,693        1,011,832  
     

 

 

    

 

 

 
  

 

Energy and Utilities: Natural Gas — 0.7%

 

  
  12,000     

National Fuel Gas Co.

     672,210        658,920  
  1,200     

Southwest Gas Holdings Inc.

     62,843        96,576  
  82,000     

Weatherford International plc†

     406,356        341,940  
  5,500     

Whiting Petroleum Corp.†

     219,272        145,640  
     

 

 

    

 

 

 
        1,360,681        1,243,076  
     

 

 

    

 

 

 
  

 

Energy and Utilities: Services — 0.2%

 

  
  6,500     

Dril-Quip Inc.†

     313,373        310,050  
  5,000     

Forum Energy Technologies Inc.†

     74,984        77,750  
     

 

 

    

 

 

 
        388,357        387,800  
     

 

 

    

 

 

 
  

 

Energy and Utilities: Water — 0.9%

 

  
  60,600     

Beijing Enterprises Water Group Ltd.

     40,697        46,927  
  1,400     

Consolidated Water Co. Ltd.

     16,458        17,640  
  17,000     

Mueller Water Products Inc., Cl. A

     150,695        213,010  
  46,500     

Severn Trent plc

     1,438,874        1,357,343  
     

 

 

    

 

 

 
        1,646,724        1,634,920  
     

 

 

    

 

 

 
  

 

Entertainment — 1.1%

 

  
  23,000     

Borussia Dortmund GmbH & Co. KGaA

     151,415        169,056  
  50,000     

Entertainment One Ltd.

     162,271        219,736  
  3,000     

Liberty Media Corp.- Liberty Braves, Cl. A†

     70,398        66,150  
  7,000     

Liberty Media Corp.- Liberty Braves, Cl. C†

     110,061        155,540  
  6,000     

Manchester United plc, Cl. A

     95,044        118,800  
  7,500     

National CineMedia Inc.

     47,759        51,450  
  5,000     

Reading International Inc., Cl. A†

     80,425        83,500  
  1,900     

The Madison Square Garden Co, Cl. A†

     291,858        400,615  
  10,000     

Viacom Inc., Cl. B

     247,178        308,100  
 

 

See accompanying notes to financial statements.

 

4


The Gabelli Global Small and Mid Cap Value Trust

Schedule of Investments (Continued) — December 31, 2017

 

 

                  

Market

Value

 

Shares

         

Cost

    
  

COMMON STOCKS (Continued)

     
  

Entertainment (Continued)

     
  13,000     

Vivendi SA

   $ 315,907      $ 349,707  
     

 

 

    

 

 

 
        1,572,316        1,922,654  
     

 

 

    

 

 

 
  

 

Environmental Services — 0.8%

 

  
  5,000     

Stericycle Inc.†

     372,415        339,950  
  6,000     

Tomra Systems ASA

     48,111        96,095  
  13,972     

Waste Connections Inc.

     498,660        991,174  
     

 

 

    

 

 

 
        919,186        1,427,219  
     

 

 

    

 

 

 
  

 

Equipment and Supplies — 1.6%

 

  
  2,400     

A.O. Smith Corp.

     80,278        147,072  
  10,000     

Flowserve Corp.

     414,745        421,300  
  13,500     

Graco Inc.

     326,529        610,470  
  19,000     

Interpump Group SpA

     263,313        597,739  
  30,000     

Mueller Industries Inc.

     875,448        1,062,900  
     

 

 

    

 

 

 
        1,960,313        2,839,481  
     

 

 

    

 

 

 
  

 

Financial Services — 6.0%

     
  600     

Alleghany Corp.†

     289,509        357,654  
  600     

Biglari Holdings Inc.†

     221,829        248,640  
  1,000     

Credit Acceptance Corp.†

     138,414        323,480  
  10,000     

FCB Financial Holdings Inc., Cl. A†

     325,027        508,000  
  53,000     

FinecoBank Banca Fineco SpA

     350,403        542,757  
  32,000     

Flushing Financial Corp.

     625,280        880,000  
  82,000     

GAM Holding AG

     1,082,752        1,325,363  
  1,000     

Groupe Bruxelles Lambert SA

     82,544        107,974  
  32,000     

H&R Block Inc.

     739,960        839,040  
  10,000     

Health Insurance Innovations Inc., Cl. A†

     202,889        249,500  
  12,500     

HRG Group Inc.†

     213,353        211,875  
  38,000     

Kinnevik AB, Cl. A

     1,292,877        1,325,328  
  53,000     

Kinnevik AB, Cl. B

     1,832,251        1,791,628  
  55,000     

Nets A/S†

     1,421,029        1,446,645  
  31,556     

Oaktree Specialty Lending Corp.

     197,470        154,309  
  20,000     

Ocelot Partners Ltd.†

     194,799        192,000  
  64,000     

Resona Holdings Inc.

     314,077        382,324  
     

 

 

    

 

 

 
        9,524,463        10,886,517  
     

 

 

    

 

 

 
  

 

Food and Beverage — 16.0%

 

  
  5,000     

Arcus ASA

     25,239        28,317  
  40,000     

Bob Evans Farms Inc.

     3,093,800        3,152,800  
  7,000     

Britvic plc

     68,455        77,026  
  280     

Chocoladefabriken Lindt & Spruengli AG

     1,410,500        1,709,682  
  46,000     

Chr. Hansen Holding A/S

     1,921,513        4,314,794  
  6,000     

Coca-Cola Amatil Ltd.

     50,599        39,840  
  3,000     

Coca-Cola HBC AG

     67,427        98,021  
  110,000     

Cott Corp.

     985,921        1,832,600  
  321,000     

Davide Campari-Milano SpA

     1,245,217        2,482,296  
  3,000     

Dean Foods Co.

     51,759        34,680  
  1,400     

Diageo plc, ADR

     155,671        204,442  
                  

Market

Value

 

Shares

         

Cost

    
  2,000     

Fevertree Drinks plc

   $ 25,214      $ 61,486  
  1,500     

Fomento Economico Mexicano SAB de CV, ADR

     122,470        140,850  
  15,000     

Greencore Group plc

     63,718        46,519  
  1,000     

Heineken Holding NV

     68,070        98,975  
  5,000     

Hostess Brands Inc.†

     61,091        74,050  
  4,500     

International Flavors & Fragrances Inc.

     462,905        686,745  
  39,000     

ITO EN Ltd.

     967,542        1,536,809  
  600     

J & J Snack Foods Corp.

     56,239        91,098  
  10,000     

Kameda Seika Co. Ltd.

     503,220        458,842  
  9,500     

Kerry Group plc, Cl. A

     674,680        1,066,447  
  43,200     

Kikkoman Corp.

     948,844        1,748,320  
  147,000     

Maple Leaf Foods Inc.

     2,719,162        4,188,974  
  12,500     

Massimo Zanetti Beverage Group SpA

     128,273        110,986  
  135,000     

Parmalat SpA

     378,457        502,136  
  11,000     

Post Holdings Inc.†

     444,294        871,530  
  550,000     

Premier Foods plc†

     371,479        317,453  
  5,000     

Remy Cointreau SA

     424,093        692,911  
  2,000     

Snyder’s-Lance Inc.

     55,710        100,160  
  1,800     

Symrise AG

     97,498        154,679  
  400     

The J.M. Smucker Co.

     42,329        49,696  
  9,000     

Treasury Wine Estates Ltd.

     47,872        112,075  
  1,000     

TreeHouse Foods Inc.†

     82,695        49,460  
  35,000     

Tsingtao Brewery Co. Ltd., Cl. H

     241,455        180,536  
  215,000     

Vitasoy International Holdings Ltd.

     279,435        550,375  
  16,000      Yakult Honsha Co. Ltd.      826,068        1,207,011  
     

 

 

    

 

 

 
        19,168,914        29,072,621  
     

 

 

    

 

 

 
  

 

Health Care — 5.4%

 

  
  31,000     

Advanced Accelerator Applications SA, ADR†

     2,526,443        2,530,220  
  18,000     

Akorn Inc.†

     562,442        580,140  
  200     

Bio-Rad Laboratories Inc., Cl. A†

     46,814        47,734  
  150     

Bio-Rad Laboratories Inc., Cl. B†

     35,257        35,798  
  50,000     

BioScrip Inc.†

     146,442        145,500  
  8,000     

BioTelemetry Inc.†

     218,403        239,200  
  15,000     

Cardiovascular Systems Inc.†

     354,231        355,350  
  1,000     

Charles River Laboratories

     
  

International Inc.†

     71,942        109,450  
  3,000     

Draegerwerk AG & Co. KGaA

     208,045        219,896  
  30,000     

Electromed Inc.†

     199,314        182,100  
  65,000     

Endo International plc†

     1,081,447        503,750  
  6,000     

Envision Healthcare Corp.†

     387,063        207,360  
  20,000     

Evolent Health Inc., Cl. A†

     384,018        246,000  
  4,000     

Gerresheimer AG

     276,280        331,734  
  1,000     

ICU Medical Inc.†

     80,863        216,000  
  4,000     

Idorsia Ltd.†

     41,180        104,469  
  15,000     

Ignyta Inc.†

     400,950        400,500  
  70,121     

InfuSystems Holdings Inc.†

     182,565        161,278  
 

 

See accompanying notes to financial statements.

 

5


The Gabelli Global Small and Mid Cap Value Trust

Schedule of Investments (Continued) — December 31, 2017

 

 

Shares

        

Cost

   

Market

Value

 
   COMMON STOCKS (Continued)    
   Health Care (Continued)    
  6,000     

Integer Holdings Corp.†

  $ 163,220     $ 271,800  
  1,300     

K2M Group Holdings Inc.†

    22,759       23,400  
  43,300     

Kindred Healthcare Inc.

    405,384       420,010  
  2,500     

Ligand Pharmaceuticals Inc.†

    264,440       342,325  
  4,000     

Medivir AB, Cl. B†

    81,088       23,552  
  35,000     

NeoGenomics Inc.†

    285,434       310,100  
  2,500     

Nevro Corp.†

    169,956       172,600  
  5,000     

Orthofix International NV†

    173,722       273,500  
  13,000     

Patterson Cos., Inc.

    504,536       469,690  
  8,800     

SurModics Inc.†

    174,662       246,400  
  1,500     

The Cooper Companies Inc.

    228,744       326,820  
  10,000     

Valeant Pharmaceuticals International Inc.†

    177,000       207,800  
  1,000     

Zoetis Inc.

    35,770       72,040  
    

 

 

   

 

 

 
       9,890,414       9,776,516  
    

 

 

   

 

 

 
  

 

Hotels and Gaming — 1.9%

 

  13,000     

International Game

   
  

Technology plc

    266,202       344,630  
  866,250     

Mandarin Oriental

   
  

International Ltd.

    1,531,058       1,749,825  
  2,000     

MGM Resorts International

    52,710       66,780  
  250,000     

NYX Gaming Group Ltd.†

    479,251       473,349  
  8,000     

Ryman Hospitality Properties Inc.

    402,778       552,160  
  225,000     

The Hongkong & Shanghai Hotels Ltd.

    317,315       334,065  
    

 

 

   

 

 

 
       3,049,314       3,520,809  
    

 

 

   

 

 

 
  

 

Machinery — 3.6%

   
  4,000     

Astec Industries Inc.

    155,826       234,000  
  300     

Bucher Industries AG

    78,593       121,915  
  163,531     

CNH Industrial NV, Borsa Italiana

    1,381,616       2,191,689  
  235,000     

CNH Industrial NV, New York

    1,891,598       3,149,000  
  13,000     

Xylem Inc.

    482,286       886,600  
    

 

 

   

 

 

 
       3,989,919       6,583,204  
    

 

 

   

 

 

 
  

 

Manufactured Housing and Recreational
Vehicles — 0.2%

 

  2,000     

Cavco Industries Inc.†

    147,003       305,200  
    

 

 

   

 

 

 
      
  

 

Media — 0.4%

   
  17,500     

Tribune Media Co., Cl. A

    722,554       743,225  
    

 

 

   

 

 

 
  

 

Metals and Mining — 0.3%

 

 
  3,000     

Allegheny Technologies Inc.†

    48,641       72,420  
  30,000     

Cameco Corp.

    293,798       276,900  
  10,000     

TimkenSteel Corp.†

    147,055       151,900  
    

 

 

   

 

 

 
       489,494       501,220  
    

 

 

   

 

 

 
  

 

Publishing — 0.5%

   
  1,250     

Graham Holdings Co., Cl. B

    549,538       697,938  
  2,000     

Meredith Corp.

    92,074       132,100  

Shares

         

Cost

    

Market

Value

 
  7,700     

The E.W. Scripps Co., Cl. A†

   $ 126,323      $ 120,351  
     

 

 

    

 

 

 
        767,935        950,389  
     

 

 

    

 

 

 
  

 

Real Estate — 0.3%

     
  3,000     

Forest City Realty Trust Inc., Cl. A

     60,048        72,300  
  11,001     

Griffin Industrial Realty Inc.

     316,481        403,737  
  25,000     

Regional Health Properties Inc.†

     82,206        4,250  
     

 

 

    

 

 

 
        458,735        480,287  
     

 

 

    

 

 

 
  

 

Retail — 2.1%

     
  7,500      AutoNation Inc.†      365,505        384,975  
  10,500     

Avis Budget Group Inc.†

     256,754        460,740  
  2,900      Fnac Darty†      132,933        350,391  
  53,000     

Hertz Global Holdings Inc.†

     831,570        1,171,300  
  10,000      Macy’s Inc.      293,828        251,900  
  15,000      MarineMax Inc.†      220,943        283,500  
  4,000      Movado Group Inc.      83,975        128,800  
  1,200      Murphy USA Inc.†      58,913        96,432  
  4,000     

Penske Automotive Group Inc.

     150,947        191,400  
  2,000     

Sally Beauty Holdings Inc.†

     52,415        37,520  
  200,000     

Sun Art Retail Group Ltd.

     204,691        211,447  
  6,000     

United Natural Foods Inc.†

     228,367        295,620  
     

 

 

    

 

 

 
        2,880,841        3,864,025  
     

 

 

    

 

 

 
  

 

Semiconductors — 0.1%

 

  
  1,000     

NXP Semiconductors NV†

     98,074        117,090  
     

 

 

    

 

 

 
  

 

Specialty Chemicals — 1.5%

 

  
  6,200     

Ashland Global Holdings Inc.

     308,065        441,440  
  7,000      H.B. Fuller Co.      290,212        377,090  
  9,000      Huntsman Corp.      137,100        299,610  
  50,000     

Platform Specialty Products Corp.†

     465,608        496,000  
  2,000     

Sensient Technologies Corp.

     114,866        146,300  
  12,000      SGL Carbon SE†      150,545        163,995  
  2,000     

Takasago International Corp.

     51,763        64,877  
  700      Treatt plc      3,479        4,347  
  30,021      Valvoline Inc.      606,539        752,326  
     

 

 

    

 

 

 
        2,128,177        2,745,985  
     

 

 

    

 

 

 
  

 

Telecommunications — 1.4%

 

  
  500      BCE Inc.      24,140        24,005  
  40,000     

Communications Systems Inc.

     270,800        145,600  
  11,000      Gogo Inc.†      109,569        124,080  
  6,000      Harris Corp.      476,034        849,900  
  6,000     

Hellenic Telecommunications Organization SA, ADR

     41,840        40,890  
  8,500     

Loral Space & Communications Inc.†

     352,916        374,425  
  100,000      Pharol SGPS SA†      34,665        29,996  
  33,000      Telekom Austria AG      210,582        306,029  
  21,000     

Vodafone Group plc, ADR

     644,446        669,900  
     

 

 

    

 

 

 
        2,164,992        2,564,825  
     

 

 

    

 

 

 
 

 

See accompanying notes to financial statements.

 

6


The Gabelli Global Small and Mid Cap Value Trust

Schedule of Investments (Continued) — December 31, 2017

 

 

Shares

       

Cost

   

Market

Value

 
  COMMON STOCKS (Continued)  
  Transportation — 0.4%    
  12,500     GATX Corp.   $ 643,562     $ 777,000  
   

 

 

   

 

 

 
  Wireless Communications — 2.3%  
  60,000    

Millicom International Cellular SA, SDR

    3,879,162       4,052,127  
  4,500    

United States Cellular Corp.†

    175,291       169,335  
   

 

 

   

 

 

 
          4,054,453     4,221,462  
   

 

 

   

 

 

 
  TOTAL COMMON STOCKS     105,738,372       137,138,171  
   

 

 

   

 

 

 
  PREFERRED STOCKS — 0.2%  
  Financial Services — 0.2%  
 
18,200
 
 

The Phoenix Companies Inc., 7.450%, 01/15/32

    333,127       332,541  
   

 

 

   

 

 

 
  Real Estate — 0.0%  
  11,100    

Regional Health Properties Inc., 10.875%, Ser. A

    195,886       88,800  
   

 

 

   

 

 

 
 

TOTAL PREFERRED STOCKS

    529,013       421,341  
   

 

 

   

 

 

 
  RIGHTS — 0.0%    
 

Health Care — 0.0%

   
  12,000    

Dyax Corp., CVR†(a)

    0       13,320  
  1,500    

Tobira Therapeutics Inc.†(a)

    90       90  
   

 

 

   

 

 

 
 

TOTAL RIGHTS

    90       13,410  
   

 

 

   

 

 

 

Principal

Amount

     

Cost

  

Market

Value

 
  U.S. GOVERNMENT OBLIGATIONS — 24.2%  
$43,874,000  

U.S. Treasury Bills,
1.057% to 1.471%††,
01/04/18 to 06/14/18

  $43,804,262    $ 43,804,656  
   

 

  

 

 

 

TOTAL INVESTMENTS — 100.0%

  $150,071,737      181,377,578  
   

 

  

Other Assets and Liabilities (Net)

       (444,989)  
      

 

 

 

PREFERRED STOCK

    

    (1,200,000 preferred shares outstanding)

     (30,000,000)  
      

 

 

 

NET ASSETS — COMMON STOCK

 

    (10,313,931 common shares outstanding)

   $ 150,932,589  
      

 

 

 

NET ASSET VALUE PER COMMON SHARE

  

    ($150,932,589 ÷ 10,313,931 shares outstanding)

   $ 14.63  
      

 

 

 

 

(a)      Security is valued using significant unobservable inputs and is      classified as Level 3 in the fair value hierarchy.
†          Non-income producing security.
††        Represents annualized yield at date of purchase.
ADR    American Depositary Receipt
CVR    Contingent Value Right
SDR    Swedish Depositary Receipt

 

Geographic Diversification

   % of Total
Investments
 

Market

Value

 

United States

     57.8%   $ 104,898,277  

Europe

   29.1     52,798,541  

Canada

   4.9     8,967,717  

Japan

   4.4     8,032,500  

Latin America

   2.9     5,157,105  

Asia/Pacific

   0.9     1,523,438  
  

 

 

 

 

 

Total Investments

   100.0%   $ 181,377,578  
  

 

 

 

 

 
 

 

See accompanying notes to financial statements.

 

7


The Gabelli Global Small and Mid Cap Value Trust

 

Statement of Assets and Liabilities
December 31, 2017
 

 

Assets:

  

Investments, at value (cost $150,071,737)

   $ 181,377,578  

Foreign currency, at value (cost $684)

     684  

Dividends receivable

     205,050  

Deferred offering expense

     131,199  

Prepaid expenses

     1,190  
  

 

 

 

Total Assets

     181,715,701  
  

 

 

 

Liabilities:

  

Payable to custodian

     69  

Distributions payable

     22,708  

Payable for investments purchased

     400,950  

Payable for investment advisory fees

     143,235  

Payable for payroll expenses

     26,390  

Payable for accounting fees

     3,750  

Payable for rights offering costs

     64,753  

Payable for shareholder communications expenses

     53,385  

Other accrued expenses

     67,872  
  

 

 

 

Total Liabilities

     783,112  
  

 

 

 

Cumulative Preferred Shares, $0.001 par value:

  

Series A Preferred Shares (5.450%, $25 liquidation value, 1,200,000 shares authorized with 1,200,000 shares issued and outstanding)

     30,000,000  
  

 

 

 

Net Assets Attributable to Common Shareholders

  

(applicable to 10,313,931 shares outstanding)

   $ 150,932,589  
  

 

 

 

Net Assets Attributable to Common Shareholders Consist of:

  

Paid-in capital

   $ 120,924,937  

Accumulated net investment loss

     (143,298

Distributions in excess of net realized gain on investments and foreign currency transactions

     (1,157,453

Net unrealized appreciation on investments

     31,305,841  

Net unrealized appreciation on foreign currency translations

     2,562  
  

 

 

 

Net Assets

   $ 150,932,589  
  

 

 

 

Net Asset Value per Common Share:

  

($150,932,589 ÷ 10,313,931 shares outstanding at $0.001 par value; unlimited number of shares authorized)

     $14.63  
  

 

 

 
Statement of Operations
For the Year Ended December 31, 2017
 

 

Investment Income:

  

Dividends (net of foreign withholding taxes of $127,026)

   $ 1,636,463  

Interest

     149,523  
  

 

 

 

Total Income

     1,785,986  
  

 

 

 

Expenses:

  

Investment advisory fees

     1,417,327  

Shareholder communications expenses

     176,066  

Payroll expenses

     84,385  

Custodian fees

     46,074  

Trustees’ fees

     46,000  

Accounting fees

     45,000  

Legal and audit fees

     41,708  

Shareholder services fees

     25,118  

Interest expense

     3,026  

Miscellaneous expenses

     82,562  
  

 

 

 

Total Expenses

     1,967,266  
  

 

 

 

Less:

  

Expenses paid indirectly by broker (See Note 3)

     (1,582
  

 

 

 

Net Expenses

     1,965,684  
  

 

 

 

Net Investment Loss

     (179,698
  

 

 

 

Net Realized and Unrealized Gain on Investments and Foreign Currency:

  

Net realized gain on investments

     1,420,049  

Net realized gain on foreign currency transactions

     9,466  
  

 

 

 

Net realized gain on investments and foreign currency transactions

     1,429,515  
  

 

 

 

Net change in unrealized appreciation/ depreciation:

  

on investments

     24,766,736  

on foreign currency translations

     14,003  
  

 

 

 

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

     24,780,739  
  

 

 

 

Net Realized and Unrealized Gain on Investments and Foreign Currency

     26,210,254  
  

 

 

 

Net Increase in Net Assets Resulting from Operations

     26,030,556  
  

 

 

 

Total Distributions to Preferred Shareholders

     (1,635,000
  

 

 

 

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

   $ 24,395,556  
  

 

 

 
 

 

See accompanying notes to financial statements.

 

8


The Gabelli Global Small and Mid Cap Value Trust

Statement of Changes in Net Assets Attributable to Common Shareholders

 

 

     Year Ended
December 31, 2017
    Year Ended
December 31, 2016
 
      

Operations:

    

Net investment income/(loss)

     $     (179,698)       $     792,532  

Net realized gain/(loss) on investments and foreign currency transactions

     1,429,515       (773,638

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

     24,780,739       5,362,215  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from Operations

     26,030,556       5,381,109  
  

 

 

   

 

 

 

Distributions to Preferred Shareholders:

    

Net investment income

     (294,477     (312,504

Net realized gain

     (1,082,568     (741,163

Return of capital

     (257,955      
  

 

 

   

 

 

 

Total Distributions to Preferred Shareholders

     (1,635,000     (1,053,667
  

 

 

   

 

 

 

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

     24,395,556       4,327,442  
  

 

 

   

 

 

 

Distributions to Common Shareholders:

    

Net investment Income

           (277,681

Net realized gain

           (658,323
  

 

 

   

 

 

 

Total Distributions to Common Shareholders

           (936,004
  

 

 

   

 

 

 

Fund Share Transactions:

    

Net increase from common shares issued in rights offering

     29,652,555        

Adjustment to offering costs for preferred shares

     11,000        

Net decrease from repurchase of common shares

     (715,219     (3,440,389

Net decrease from costs to repurchase common shares

     (1,650     (1,800

Offering costs for preferred shares charged to paid-in capital

           (1,125,944

Offering costs for common shares charged to paid-in capital

     (370,000      
  

 

 

   

 

 

 

Net Increase/(Decrease) in Net Assets from Fund Share Transactions

     28,576,686       (4,568,133
  

 

 

   

 

 

 

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

     52,972,242       (1,176,695

Net Assets Attributable to Common Shareholders:

    

Beginning of year

     97,960,347       99,137,042  
  

 

 

   

 

 

 

End of year (including undistributed net investment income of $0 and $165,514, respectively)

     $150,932,589       $97,960,347  
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

9


The Gabelli Global Small and Mid Cap Value Trust

Financial Highlights

 

Selected data for a common share of beneficial interest outstanding throughout the year:

 

    For the Year Ended December 31,     For the Period
Ended December
31,
 
    2017     2016     2015     2014(a)  

Operating Performance:

       

Net asset value, beginning of period

    $12.57       $12.20       $11.86       $12.00  
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income/(loss)

    (0.01 )(b)      0.10       (0.02 )(b)      (0.07

Net realized and unrealized gain/(loss) on investments and foreign currency transactions

    3.34       0.60       0.34       (0.07
 

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    3.33       0.70       0.32       (0.14
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Preferred Shareholders: (c)

       

Net investment income

    (0.04     (0.04            

Net realized gain

    (0.14     (0.10            

Return of capital

    (0.03                  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to preferred shareholders

    (0.21     (0.14            
 

 

 

   

 

 

   

 

 

   

 

 

 

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

    3.12       0.56       0.32       (0.14
 

 

 

   

 

 

   

 

 

   

 

 

 

Distributions to Common Shareholders:

       

Net investment income

          (0.04            

Net realized gain

          (0.08        
 

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions to common shareholders

          (0.12            
 

 

 

   

 

 

   

 

 

   

 

 

 

Fund Share Transactions:

       

Increase in net asset value from repurchase of common shares

    0.01       0.07       0.02       0.00 (d) 

Decrease in net asset value from costs charged to repurchase of common shares

    (0.00 )(d)      (0.00 )(d)      (0.00 )(d)       

Offering costs and adjustment to offering costs for preferred shares charged to paid-in capital

    0.00 (d)      (0.14            

Offering costs for common shares charged to paid-in capital

    (0.05                  

Decrease in net asset value from rights offering

    (1.02                  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total fund share transactions

    (1.06     (0.07     0.02       0.00 (d) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value Attributable to Common Shareholders, End of Period

    $14.63       $12.57       $12.20       $11.86  
 

 

 

   

 

 

   

 

 

   

 

 

 

NAV total return †

    24.62     4.02     2.87     (1.17 )% 
 

 

 

   

 

 

   

 

 

   

 

 

 

Market value, end of period

    $12.74       $10.60       $10.40       $10.44  
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment total return ††

    25.40     2.40     (0.38 )%      (13.00 )% 
 

 

 

   

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

10


The Gabelli Global Small and Mid Cap Value Trust

Financial Highlights (Continued)

 

Selected data for a common share of beneficial interest outstanding throughout the year:

 

                      For the Period
Ended December
31,
 
                     
    For the Year Ended December 31,    
    2017     2016     2015     2014(a)  

Ratios to Average Net Assets and Supplemental Data:

       

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

  $ 180,933     $ 127,960              

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

  $ 150,933     $ 97,960     $ 99,137       $97,857  

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

    (0.16 )%      0.80     (0.14 )%      (1.12 )%(e) 

Ratio of operating expenses to average net assets attributable to common shares

    1.76 %(f)      1.72 %(f)      1.53 %(f)      1.58 %(e) 

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

    1.39 %(f)      1.44 %(f)             

Portfolio turnover rate

    70.4     76.6     114.0     20.0

5.450% Series A Cumulative Preferred Shares

       

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

  $ 30,000     $ 30,000              

Total shares outstanding (in 000’s)

    1,200       1,200              

Liquidation preference per share

  $ 25.00     $ 25.00              

Average market value (g)

  $ 25.30     $ 25.32              

Asset coverage per share

  $ 150.78     $ 106.63              

Asset Coverage

    603     427            

 

Based on net asset value per share, adjusted for reinvestment of distributions at net asset value on the ex-dividend dates and adjustments for the rights offering. Total return for a period of less than one year is not annualized.
†† Based on market value per share, adjusted for reinvestment of distributions at prices determined under the Fund’s dividend reinvestment plan and adjustments for the rights offering. Total return for a period of less than one year is not annualized.
(a) The Fund commenced investment operations on June 23, 2014.
(b) Per share amounts have been calculated using the average shares outstanding method.
(c) Calculated based on average common shares outstanding on record dates throughout the period.
(d) Amount represents less than $0.005 per share.
(e) Annualized.
(f) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended December 31, 2017, 2016, and 2015, there was no impact on the expense ratios.
(g) Based on weekly prices.

 

See accompanying notes to financial statements.

 

11


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements

 

 

1. Organization. The Gabelli Global Small and Mid Cap Value Trust (the “Fund”) is a diversified closed-end management investment company organized as a Delaware statutory trust on August 19, 2013 and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Investment operations commenced on June 23, 2014.

The Fund’s investment objective is to seek long term growth of capital. The Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its total assets in equity securities (such as common stock and preferred stock) of companies with small or medium sized market capitalizations (“small cap” and “mid cap” companies, respectively) and at least 40% of its total assets in the equity securities of companies located outside the U.S. and in at least three countries.

2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (“GAAP”) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the “Board”) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the “Adviser”).

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations 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, 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. 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. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.

Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

 

12


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

 

  ·

Level 1 — quoted prices in active markets for identical securities;

 

  ·

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

 

  ·

Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of December 31, 2017 is as follows:

 

     Valuation Inputs     
     Level 1
Quoted Prices
    Level 2 Other Significant
Observable Inputs
    Level 3 Significant
Unobservable Inputs
     Total Market Value
at 12/31/17
 

INVESTMENTS IN SECURITIES:

         

ASSETS (Market Value):

         

Common Stocks:

         

Aerospace

     $    3,022,361       —             $    6,211                $    3,028,572      

Automotive: Parts and Accessories

     4,708,354       —             500,000                5,208,354      

Health Care

     9,740,718       $       35,798             —                9,776,516      

Other Industries (a)

     119,124,729       —             —                119,124,729      

Total Common Stocks

     136,596,162       35,798             506,211                137,138,171      

Preferred Stocks:

         

Financial Services

           332,541             —                332,541      

Real Estate

     88,800       —             —                88,800      

Total Preferred Stocks

     88,800       332,541             —                421,341      

Rights (a)

           —             13,410                13,410      

U.S. Government Obligations

           43,804,656             —                43,804,656      

TOTAL INVESTMENTS IN SECURITIES – ASSETS

     $136,684,962       $44,172,995             $519,621                $181,377,578      

 

(a)

Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.

During the year ended December 31, 2017, the Fund had transfers from Level 1 to Level 2 of $339,545 or 0.35% and transfers from Level 1 to Level 3 of $515,500 or 0.53% of net assets as of December 31, 2016. Transfers from Level 1 to Level 2 and Level 1 to Level 3 are due to a decrease in market activity, e.g., frequency of trades, which resulted in a decrease in available market inputs to determine the prices. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

 

13


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

The following table reconciles Level 3 investments for which significant unobservable inputs were used to determine fair value:

 

     Balance
as of
12/31/16
    Accrued
discounts/
(premiums)
    Realized
gain/
(loss)
    Change in
unrealized
appreciation/
depreciation†
    Purchases    

Proceeds

received

   

Transfers
into

Level 3††

    Transfers
out of
Level 3††
    Balance
as of
12/31/17
   

Net change
in unrealized
appreciation/
depreciation
during the
period on
Level 3

investments

still held at
12/31/17†

 

INVESTMENTS IN SECURITIES:

                   

ASSETS (Market Value):

                   

Common Stocks (a)

                      $(15,384)       $6,095             $515,500             $506,211       $(15,384)  

Rights (a)

    $33,930                               $(20,520)                   13,410        

TOTAL INVESTMENTS IN SECURITIES

    $33,930                   $(15,384)       $6,095       $(20,520)       $515,500             $519,621       $(15,384)  

 

(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations.
†† The Fund’s policy is to recognize transfers into and out of Level 3 as of the beginning of the reporting period.

The following tables summarize the valuation techniques used and unobservable inputs utilized to determine the value of certain of the Fund’s Level 3 investments as of December 31, 2017:

 

Description

   Balance at 12/31/17     

Valuation Technique

   Unobservable Input      Range  

INVESTMENTS IN SECURITIES:

           

ASSETS (Market Value):

           

Common Stocks (a)

     $506,211      Last available closing price/spin-off/Acquisition price      Discount Range        0%  

Rights (a)

     13,410      Merger/Acquisition price      Discount Range        0%  
  

 

 

          

Total

     $519,621           
  

 

 

          

 

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

 

Unobservable Input

  

Impact to Value if Input Increases

  

Impact to Value if Input Decreases

Discount Range    Decrease    Increase

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 are 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 or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not

 

14


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

Investments in Other Investment Companies. The Fund may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the “Acquired Funds”) in accordance with the 1940 Act and related rules. Shareholders in the Fund would bear the pro rata portion of the periodic expenses of the Acquired Funds in addition to the Fund’s expenses. For the year ended December 31, 2017, the Fund’s pro rata portion of the periodic expenses charged by the Acquired Funds was approximately 2 basis points.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.

Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.

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.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts

 

15


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

Distributions to Shareholders. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities, passive foreign investment companies, 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 were primarily due to the short term gain netted against current year net operating loss, sale of investments no longer considered passive foreign investment companies, and capital gain adjustments on sale of partnerships. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2017, reclassifications were made to decrease accumulated net investment loss by $165,363 and increase distributions in excess of net realized gain on investments and foreign currency transactions by $95,595, with an offsetting adjustment to paid-in capital.

Distributions to shareholders of the Fund’s 5.45% Series A Cumulative Preferred Shares (“Series A Preferred”) are recorded on a daily basis and are determined as described in Note 5.

The tax character of distributions paid during the years ended December 31, 2017 and 2016 was as follows:

 

   

Year Ended

December 31, 2017

     Year Ended
December 31, 2016
 
      
   

Common

   Preferred      Common      Preferred  

Distributions paid from:

          

Ordinary income (inclusive of short term capital gains)

     $ 1,181,927      $ 822,197      $ 925,554  

Net long term capital gains

       195,118        113,807        128,113  

Return of capital

       257,955                
 

 

  

 

 

    

 

 

    

 

 

 

Total distributions paid

     $ 1,635,000      $ 936,004      $ 1,053,667  
 

 

  

 

 

    

 

 

    

 

 

 

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.

As of December 31, 2017, the components of accumulated earnings/losses on a tax basis were as follows:

 

Net unrealized appreciation on investments and foreign currency translations

   $ 30,030,360  
  

 

 

 

Other temporary differences*

     (22,708
  

 

 

 

Total

   $ 30,007,652  
  

 

 

 

 

*

Other temporary differences are primarily due to adjustments on preferred share class distribution payables.

 

16


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

At December 31, 2017, the Fund had no remaining capital loss carryforwards for federal income tax purposes which are able to reduce future required distributions of net capital gains to shareholders. The Fund is permitted to carry capital loss forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.

During the year ended December 31, 2017, the Fund utilized capital loss carryforwards of $294,479.

At December 31, 2017, the temporary differences between book basis and tax basis net unrealized appreciation on investments were primarily due to wash sales for tax purposes and passive foreign investment companies.

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2017:

 

              Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net Unrealized
Appreciation
                       
       Cost               

Investments

     $151,349,780      $35,985,680      $(5,957,882)      $30,027,798

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the year ended December 31, 2017, the Fund did not incur any income tax, interest or penalties. As of December 31, 2017, the Adviser has reviewed the open tax year and concluded that there was no tax impact to the Fund’s net assets or results of operations. The Fund’s current federal and state tax returns will remain open for three fiscal years, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of the Fund’s average weekly net assets 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.

During the year ended December 31, 2017, the Fund paid $37,724 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser.

During the year ended December 31, 2017, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $1,582.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the year ended December 31, 2017, 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). During the year ended December 31, 2017, the Fund paid or accrued $84,385 in payroll expenses in the Statement of Operations.

 

17


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $3,000 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended, the Audit Committee Chairman receives an annual fee of $2,000, the Nominating Committee Chairman and the Lead Trustee each receives an annual fee of $1,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

4. Portfolio Securities. Purchases and sales of securities during the year ended December 31, 2017, other than short term securities and U.S. Government obligations, aggregated $89,213,006, and $96,765,104, respectively.

5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.001). The Board has authorized the repurchase and retirement of its common shares on the open market when the shares are trading at a discount of 7.5% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the years ended December 31, 2017 and 2016, the Fund repurchased and retired 58,773 and 328,814 of its common shares at an investment of $715,219 and $3,440,389 and an average discount of 13.51% and 15.65%, respectively, from its net asset value.

Transactions in common shares were as follows:    

 

     Year Ended
December 31, 2017
    Year Ended
December 31, 2016
 
      
    

Shares

   

Amount

   

Shares

   

Amount

 

Increase from common shares issued in rights offering

     2,578,483     $ 29,652,555              

Decrease from repurchase of common shares

     (58,773     (715,219     (328,814   $ (3,440,389
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase/(decrease)

     2,519,710     $ 28,937,336       (328,814   $ (3,440,389
  

 

 

   

 

 

   

 

 

   

 

 

 

On October 23, 2017, the Fund distributed one transferable right for each of the 7,735,448 common shares outstanding on that date. Three rights were required to purchase one additional common share at the subscription price of $11.50 per share in accordance with the offering document authorized by the Board. On December 12, 2017, the Fund issued 2,578,483 common shares receiving net proceeds of $29,282,555, after the deduction of estimated offering expenses of $370,000. The NAV per share of the Fund was reduced by approximately $1.02 per share on the day the additional shares were issued below NAV.

As of December 31, 2017, after considering the issuance of the Series A Preferred and additional common shares, the Fund has approximately $40 million available for issuance of common or preferred shares under the current shelf registration.

On May 10, 2016, the Fund received $28,885,357 (after underwriting discounts of $945,000 and offering expenses of $169,643) from the public offering of 1,200,000 shares of 5.450% Series A Preferred Shares (“Series A Preferred”). Commencing May 10, 2021 and at any time thereafter, the Fund, at its option, may redeem the Series A Preferred in whole or in part at the redemption price plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares. In addition, the Board has authorized the repurchase of Series A Preferred Shares in the open market at prices less than the $25 liquidation value per share. During

 

18


The Gabelli Global Small and Mid Cap Value Trust

Notes to Financial Statements (Continued)

 

 

the years ended December 31, 2017 and 2016, the Fund did not repurchase any of the Series A Preferred. At December 31, 2017, 1,200,000 Series A Preferred were outstanding and accrued dividends amounted to $22,708.

The Fund’s Declaration of Trust, as amended, authorizes the issuance of 1,200,000 shares of $0.001 par value Cumulative Preferred Shares (“Preferred Shares”). The Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A Preferred are cumulative. The Fund is required by the 1940 Act and by the Fund’s Statement of Preferences to meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Preferred Shares at redemption prices of $25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

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 Trustees and, under certain circumstances, are entitled to elect a majority of the Board of Trustees. 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.

7. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

19


The Gabelli Global Small and Mid Cap Value Trust

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees and Shareholders of

The Gabelli Global Small and Mid Cap Value Trust:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Gabelli Global Small and Mid Cap Value Trust (the “Fund”) as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets attributable to common shareholders for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets attributable to common shareholders for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 27, 2018

We have served as the auditor of one or more investment companies in Gabelli/GAMCO Fund Complex since 1986.

 

20


The Gabelli Global Small and Mid Cap Value Trust

Additional Fund Information (Unaudited)

 

 

The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below. The Fund’s Statement of Additional Information includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Global Small and Mid Cap Value Trust 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 Trustee

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held by  Trustee3

INTERESTED TRUSTEES4:

        

Mario J. Gabelli, CFA

Trustee and Chief Investment Officer

Age: 75

   Since 2013***    32    Chairman, Chief Executive Officer, and Chief Investment Officer– Value Portfolios of GAMCO Investors, Inc. and Chief Investment Officer– Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/ Trustee or Chief Investment Officer of other registered investment companies within the Gabelli/GAMCO Fund Complex; Chief Executive Officer of GGCP, Inc.; Executive Chairman of Associated Capital Group, Inc.    Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services company); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group Inc. (communications)

Kevin V. Dreyer

Trustee and

Portfolio Manager

Age: 40

   Since 2016**    1    Managing Director and Co-Chief Investment Officer of the Value team of GAMCO Investors, Inc.; Portfolio Manager for Gabelli Funds, LLC and GAMCO Asset Management Inc.    —  

INDEPENDENT TRUSTEES5:

        

Anthony J. Colavita

Trustee

Age: 82

   Since 2013*    28    President of the law firm of Anthony J. Colavita, P.C.    —  

James P. Conn

Trustee

Age: 79

   Since 2013***    27    Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings Ltd. (1992-1998)    —  

Frank J. Fahrenkopf, Jr.6

Trustee

Age: 78

   Since 2013*    12    Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican National Committee (1983- 1989)    Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company)

Kuni Nakamura6

Director

Age: 49

   Since 2013**    33    President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)    —  

Salvatore J. Zizza

Trustee

Age: 72

   Since 2013**    30    President of Zizza & Associates Corp. (private holding company); Chairman of Harbor Diversified, Inc. (pharmaceuticals); Chairman of BAM (semiconductor and aerospace manufacturing); Chairman of Bergen Cove Realty Inc.; Chairman of Metropolitan Paper Recycling Inc. (recycling) (2005-2014)    Director and Vice Chairman of Trans- Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals)

 

21


The Gabelli Global Small and Mid Cap Value Trust

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

Age: 66

     Since 2013      Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008
         
         

John C. Ball

Treasurer

Age: 41

     Since 2017      Treasurer of all the registered investment companies within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President of State Street Corporation, 2007-2014
         
         

Agnes Mullady

Vice President

Age: 59

     Since 2013      Officer of all of the registered investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2015; Chief Executive Officer of G. distributors, LLC since 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital Group, Inc. since 2016
         
         
         
         

Andrea R. Mango

Secretary and

Vice President

Age: 45

     Since 2014      Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of all closed-end funds within the Gabelli/GAMCO Fund Complex since 2014; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company, 2011-2013
         
         
         
         

Richard J. Walz

Chief Compliance Officer

Age: 58

     Since 2014      Chief Compliance Officer of all of the registered investment companies within the Gabelli GAMCO Fund Complex since 2013; Chief Compliance Officer of AEGON USA Investment Management, 2011-2013
         
         

Camillo Schmidt-Chiari

Assistant Vice President and Ombudsman

Age: 37

     Since 2014      Assistant Vice President and Ombudsman of the Fund; Research Analyst for G. research, LLC SINCE 2012
         
         
         

 

1  Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2  The Fund’s Board of Trustees is divided into three classes, each class having a term of three years. Each year the term of office of one class expires and the successor or successors elected to such class serve for a three year term. The three year term for each class expires as follows:
  * Term expires at the Fund’s 2018 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
  ** Term expires at the Fund’s 2019 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
  *** Term expires at the Fund’s 2020 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

For officers, includes time served in prior officer positions with the Fund. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified.

3  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.
4  “Interested person” of the Fund, as defined in the 1940 Act. Messrs. Gabelli and Dreyer are considered “interested persons” because of their affiliation with Gabelli Funds, LLC, which acts as the Fund’s investment adviser.
5  Trustees who are not interested persons are considered “Independent” Trustees.
6  This Trustee is elected solely by and represents the shareholders of the preferred shares issued by this Fund.

 

22


THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST

INCOME TAX INFORMATION (Unaudited)

December 31, 2017

 

 

Cash Dividends and Distributions

 
        Payable        
    Date     
            Record        
Date
    Ordinary
        Investment        
Income
            Long Term        
Capital
Gains
    Return of
        Capital(a)(b)        
            Total Amount        
Paid
Per Share(a)
 
 

5.450% Series A Cumulative Preferred Shares

 
  03/27/17       03/20/17       $0.27502       $0.02346       $0.04215       $0.34062  
  06/26/17       06/19/17       0.21090       0.04638       0.08334       0.34062  
  09/26/17       09/19/17       0.21090       0.04638       0.08334       0.34062  
  12/26/17       12/18/17       0.21090       0.04638       0.08334       0.34062  
   

 

 

   

 

 

   

 

 

   

 

 

 
      $0.90772       0.16260       0.29218       $1.36250  

A Form 1099-DIV has been mailed to all shareholders of record which sets forth specific amounts to be included in your 2017 tax returns. Ordinary distributions include net investment income and realized net short term capital gains. Ordinary income is reported in box 1a of Form 1099-DIV. Capital gain distributions are reported in box 2a of Form 1099-DIV.

The long term gain distributions for the year ended December 31, 2017 were $195,118, or the maximum amount.

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

In 2017, the Fund paid to 5.450% Series A Cumulative Preferred shareholders ordinary income dividends of $0.9077 per share, respectively. For 2017, 60.72% of the ordinary dividend qualified for the dividend received deduction available to corporations, 100% of the ordinary income distribution was deemed qualified dividend income, and 2.38% of ordinary income distribution was qualified interest income and 100% of ordinary income distribution was qualified short term capital gain. The percentage of ordinary income dividends paid by the Fund during 2017 derived from U.S. Government securities was 0.00%. Such income is exempt from state and local taxes 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 its fiscal year in U.S. Government securities. The Fund did not meet this strict requirement in 2017. The percentage of U.S. Government securities held as of December 31, 2017 was 24.2%.

 

     Historical Distribution Summary        
                   Long Term
Capital
Gains
                   Adjustment
to Cost
Basis(d)
 
     Investment
Income(c)
     Short Term
Capital
Gains(c)
        Return of
Capital(b)
     Total
Distributions(a)
    
                   

Common Shares

                 

2017(e)

                                         

2016

     $0.03560        $0.06970        $0.01470               $0.12000         

5.450% Series A Cumulative Preferred Shares

 

              

2017

     $0.16835        $0.73937        $0.16260        $0.29218        $1.36250        $0.29218  

2016

     0.25481        0.49866        0.10567               0.85914         

 

(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.
(e) On October 23, 2017, the Fund distributed Rights equivalent to $1.02 per share based upon full subscription of all issued shares.

 

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.

 

23


AUTOMATIC DIVIDEND REINVESTMENT

AND VOLUNTARY CASH PURCHASE PLANS

Enrollment in the Plan

It is the policy of The Gabelli Global Small and Mid Cap Value Trust to automatically reinvest dividends payable to common shareholders. As a “registered” shareholder, you automatically become a participant in the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”). The Plan authorizes the Fund to credit shares of common stock to participants upon an income dividend or a capital gains distribution regardless of whether the shares are trading at a discount or a premium to net asset value. All distributions to shareholders whose shares are registered in their own names will be automatically reinvested pursuant to the Plan in additional shares of the Fund. Plan participants may send their stock certificates to Computershare Trust Company, N.A. (“Computershare”) to be held in their dividend reinvestment account. Registered shareholders wishing to receive their distribution in cash must submit this request in writing to:

 

The Gabelli Global Small and Mid Cap Value Trust

c/o Computershare

P.O. Box 505000
Louisville, KY 40233

Shareholders requesting this cash election must include the shareholder’s name and address as they appear on the share certificate. Shareholders with additional questions regarding the Plan or requesting a copy of the terms of the Plan may contact Computershare at (800) 336-6983.

If your shares are held in the name of a broker, bank, or nominee, you should contact such institution. If such institution is not participating in the Plan, your account will be credited with a cash dividend. In order to participate in the Plan through such institution, it may be necessary for you to have your shares taken out of “street name” and re-registered in your own name. Once registered in your own name, your dividends will be automatically reinvested. Certain brokers participate in the Plan. Shareholders holding shares in “street name” at participating institutions will have dividends automatically reinvested. Shareholders wishing a cash dividend at such institution must contact their broker to make this change.

The number of shares of common stock distributed to participants in the Plan in lieu of cash dividends is determined in the following manner. Under the Plan, whenever the market price of the Fund’s common stock is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number of shares equivalent to the cash dividends or capital gains distribution, participants are issued shares of common stock valued at the greater of (i) the net asset value as most recently determined or (ii) 95% of the then current market price of the Fund’s common stock. The valuation date is the dividend or distribution payment date or, if that date is not a New York Stock Exchange (“NYSE”) trading day, the next trading day. If the net asset value of the common stock at the time of valuation exceeds the market price of the common stock, participants will receive shares from the Fund valued at market price. If the Fund should declare a dividend or capital gains distribution payable only in cash, Computershare will buy common stock in the open market, or on the NYSE or elsewhere, for the participants’ accounts, except that Computershare will endeavor to terminate purchases in the open market and cause the Fund to issue shares at net asset value if, following the commencement of such purchases, the market value of the common stock exceeds the then current net asset value.

The automatic reinvestment of dividends and capital gains distributions will not relieve participants of any income tax which may be payable on such distributions. A participant in the Plan will be treated for federal income tax purposes as having received, on a dividend payment date, a dividend or distribution in an amount equal to the cash the participant could have received instead of shares.

Voluntary Cash Purchase Plan

The Voluntary Cash Purchase Plan is yet another vehicle for our shareholders to increase their investment in the Fund. In order to participate in the Voluntary Cash Purchase Plan, shareholders must have their shares registered in their own name.

Participants in the Voluntary Cash Purchase Plan have the option of making additional cash payments to Computershare for investments in the Fund’s shares at the then current market price. Shareholders may send an amount from $250 to $10,000. Computershare will use these funds to purchase shares in the open market on or about the 1st and 15th of each month. Computershare will charge each shareholder who participates $0.75, plus a pro rata share of the brokerage commissions. Brokerage charges for such purchases are expected to be less than the usual brokerage charge for such transactions. It is suggested that any voluntary cash payments be sent to Computershare, P.O. Box 505000, Louisville, KY 40233 such that Computershare receives such payments approximately 10 days before the 1st and 15th of the month. Funds not received at least five days before the investment date shall be held for investment until the next purchase date. A payment may be withdrawn without charge if notice is received by Computershare at least 48 hours before such payment is to be invested.

Shareholders wishing to liquidate shares held at Computershare must do so in writing or by telephone. Please submit your request to the above mentioned address or telephone number. Include in your request your name, address, and account number. The cost to liquidate shares is $2.50 per transaction as well as the brokerage commission incurred. Brokerage charges are expected to be less than the usual brokerage charge for such transactions.

For more information regarding the Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available by calling (914) 921-5070 or by writing directly to the Fund.

The Fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to written notice of the change sent to the members of the Plan at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by Computershare on at least 90 days written notice to participants in the Plan.

 

24


THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST

AND YOUR PERSONAL PRIVACY

Who are we?

The Gabelli Global Small and Mid Cap Value Trust is a closed-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, which is affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory services for a variety of clients.

What kind of non-public information do we collect about you if you become a Fund shareholder?

When you purchase shares of the Fund on the New York Stock Exchange, you have the option of registering directly with our transfer agent in order, for example, to participate in our dividend reinvestment plan.

 

  ·

Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

 

 

  ·

Information about your transactions with us. This would include information about the shares that you buy or sell; it may also include information about whether you sell or exercise rights that we have issued from time to time. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions that you conduct through them.

 

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the Fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.


 

 

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THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST

One Corporate Center

Rye, NY 10580-1422

 

Portfolio Management Team Biographies

Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Executive Chairman of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.

Christopher J. Marangi joined Gabelli in 2003 as a research analyst. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA degree with honors from Columbia Business School.

Kevin V. Dreyer joined Gabelli in 2005 as a research analyst covering companies within the consumer sector. Currently he is a Managing Director and Co-Chief Investment Officer for GAMCO Investors, Inc.’s Value team. In addition, he serves as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA degree from Columbia Business School.

Jeffrey J. Jonas, CFA, joined Gabelli in 2003 as a research analyst focusing on companies across the healthcare industry. In 2006, he began serving as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.

 

 

We have separated the portfolio managers’ commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio managers’ commentary is unrestricted. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “World Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “World Equity Funds.”

The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.

The NASDAQ symbol for the Net Asset Value is “XGGZX.”

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 7.5% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.

 


 

THE GABELLI GLOBAL SMALL AND MID CAP VALUE TRUST

 

One Corporate Center

 

 

Rye, NY 10580-1422

 

t 800-GABELLI  (800-422-3554)

 

f 914-921-5118

 

e info@gabelli.com

 

   GABELLI.COM

 

   
TRUSTEES   OFFICERS

Mario J. Gabelli, CFA

Chairman and

Chief Executive Officer,

GAMCO Investors, Inc.

Executive Chairman,

Associated Capital Group Inc.

 

Anthony J. Colavita

President,

Anthony J. Colavita, P.C.

 

James P. Conn

Former Managing Director &

Chief Investment Officer,

Financial Security Assurance

Holdings Ltd.

 

Kevin V. Dreyer

Managing Director,

GAMCO Investors, Inc.

 

Frank J. Fahrenkopf, Jr.

Former President &

Chief Executive Officer,

American Gaming Association

 

Kuni Nakamura

President,

Advanced Polymer, Inc.

 

Salvatore J. Zizza

Chairman,

Zizza & Associates Corp.

 

Bruce N. Alpert

President

 

John C. Ball

Treasurer

 

Agnes Mullady

Vice President

 

Andrea R. Mango

Secretary & Vice President

 

Richard J. Walz

Chief Compliance Officer

 

Camillo Schmidt-Chiari

Assistant Vice President & Ombudsman

 

INVESTMENT ADVISER

 

Gabelli Funds, LLC

One Corporate Center

Rye, New York 10580-1422

 

CUSTODIAN

 

State Street Bank and Trust Company

 

COUNSEL

 

Skadden, Arps, Slate, Meagher & Flom LLP

 

TRANSFER AGENT AND REGISTRAR

 

Computershare Trust Company, N.A.

 
 
     
GGZ Q4/2017  

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 Trustees has determined that Kuni Nakamura 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 $30,750 for 2016 and $30,750 for 2017.

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 $0 for 2016 and $0 for 2017. 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 $4,014 for 2016 and $4,010 for 2017. 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 2016 and $11,500 for 2017. All other fees represent services provided in review of registration statements.

 

 

(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) N/A

(c) 100%

(d) 100%

 

 

(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 zero percent.


 

(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 2016 and $0 for 2017.

 

 

(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, Frank J. Fahrenkopf, Jr., Kuni Nakamura, 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.

 


POLICY REGARDING VOTING OF PROXIES ON BEHALF OF CLIENTS

Purpose and Scope

The purpose of this policy and its related procedures regarding voting proxies for securities held in Client accounts and for which an Adviser has been delegated proxy voting authority (“Client Proxies”) is to establish guidelines regarding Client Proxies that are reasonably designed to conform with the requirements of applicable law (this “Policy”).

General Policy

Rule 206(4)-6 of the Advisers Act requires a registered investment adviser that exercises proxy voting authority over client securities to: (i) adopt and implement written policies and procedures that are reasonably designed to ensure that the investment adviser votes proxies related to client securities in the best interest of its Clients; (ii) ensure that the written policies and procedures address material conflicts that may arise between the interests of the investment adviser and those of its Clients; (iii) describe its proxy voting procedures to Clients, and provide copies of such procedures upon request by such Clients; and (iv) disclose to Clients how they may obtain information from the Adviser about how the Adviser voted with respect to their Securities. Each Adviser is committed to implementing policies and procedures that conform with the requirements of the Advisers Act. To that end, it has implemented this Policy to facilitate the Adviser’s compliance with Rule 206(4)-6 and to ensure that proxies related to Client Securities are voted (or not voted) in a manner consistent with the best interest of its Clients.

The Voting of Proxies on Behalf of Clients

These following procedures will be used by each of 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 investors in a Private Fund Client, RIC or Managed Account Client, on the one hand, and those of the Adviser; the principal underwriter; or any affiliated person of such Client, 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 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)1.

Proxy Voting Committee

The Advisers’ Proxy Voting Committee (the “Proxy Committee”) was originally formed in April 1989 for the purpose of formulating guidelines and reviewing proxy statements within the parameters of the Proxy Voting Guidelines, which are appended as EXHIBIT A to this Policy. The Proxy Committee includes representatives from Research, Administration, Legal, and the Advisers. Additional or

 

 

1 With respect to any Private Fund Client or RIC Client, such deviation from these guidelines will be disclosed in the offering materials for such Client.

 

Revised: July 27, 2017


replacement members of the Proxy Committee will be nominated by the Chairman and voted upon by the entire Proxy Committee.

Meetings are held on an 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 Voting Guidelines, recommendations of Institutional Shareholder Services Inc. (“ISS”), Glass Lewis & Co., LLC (“Glass Lewis”), other third-party services and the analysts of G.research, 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 Voting Guidelines; (2) consistent with the recommendations of the issuer’s Board of Directors and is a non-controversial issue not covered by the Proxy Voting Guidelines; or (3) the vote is contrary to the recommendations of the Board of Directors but is consistent with the Proxy Voting Guidelines. In those instances, the Director of Proxy Voting Services or the Chairman of the Proxy Committee may sign and date the proxy statement indicating how each issue will be voted.

All matters identified by the Chairman of the Proxy Committee, the Director of Proxy Voting Services or the General Counsel as controversial, taking into account the recommendations of ISS, Glass Lewis, other third party services and the analysts of G.research, will be presented to the Proxy Voting Committee. If the Chairman of the Proxy Committee, the Director of Proxy Voting Services or the General Counsel has identified the matter as one that (1) is controversial; (2) would benefit from deliberation by the Proxy Committee; or (3) may give rise to a conflict of interest between the Advisers and investors in the Clients or the Clients, the Chairman of the Proxy Committee will initially determine what vote to recommend that the relevant Adviser should cast and that determination will go before the Proxy Committee for review.

Conflicts of Interest

The Advisers have implemented this Policy in order to prevent conflicts of interest from influencing their proxy voting decisions. By following the Proxy Voting Guidelines, as well as the recommendations of ISS, Glass Lewis, other third-party services and the analysts of G.research, the Advisers seek 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 a proxy 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 investors in a Client 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 Adviser. 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 General Counsel, 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.

 

Revised: July 27, 2017


Operation of the Proxy Committee

For matters submitted to the Proxy Committee, each member of the Proxy 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 portfolio manager of the applicable Client and any recommendations by G.research analysts. The portfolio manager, any member of Senior Management or the G.research analysts may be invited to present their viewpoints to the Proxy Committee. If the Director of Proxy Voting Services or the General Counsel believes that the matter before the Proxy Committee is one with respect to which a conflict of interest may exist between the Advisers and their Clients’ or investors, the General Counsel may provide an opinion to the Proxy Committee concerning the conflict. If the matter is one in which the interests of the Clients or investors, on the one hand, or the applicable Adviser, on the other, may diverge, The General Counsel may so advise and the Proxy Committee may make different recommendations as to different Clients. For any matters where the recommendation may trigger appraisal rights, The General Counsel may provide an opinion concerning the likely risks and merits of such an appraisal action.

Each matter submitted to the Proxy 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 Proxy Committee, the Chairman of the Proxy Committee will cast the deciding vote. The Proxy Committee will notify the proxy department of its decisions and the proxies will be voted accordingly.

Although the Proxy Voting Guidelines express the normal preferences for the voting of any interests not covered by a contrary investment guideline provided by the Client, the Proxy Committee is not bound by the preferences set forth in the Proxy Voting Guidelines and will review each matter on its own merits. The Advisers subscribe to ISS and Glass Lewis, 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 Committee runs contrary to the recommendation of the Board of Directors of the issuer, the matter may be referred to the General Counsel to determine whether an amendment to the most recently filed Schedule 13D is appropriate.

Social Issues and Other Client Guidelines

If a Client has provided and the Advisers have accepted special instructions relating to the voting of proxies, they should be noted in the Client’s account file and forwarded to the Proxy Voting Department. This is the responsibility of the investment professional or sales assistant for the Client. In accordance with Department of Labor guidelines, each Adviser shall 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 may abstain with respect to those shares.

 

Revised: July 27, 2017


Specific to the Gabelli ESG Fund, the Proxy Voting Committee will rely on the advice of the portfolio managers of the Gabelli ESG Fund to provide voting recommendations on the securities held in the portfolio.

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

- Proxy Department

- Investment professional assigned to the account

- Chief Compliance Officer

In the event that the Board of Directors (or a Committee thereof) of one or more of the Clients 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) of the Client with a copy of the proxy statement together with any other relevant information including recommendations of ISS or other third-party services.

Proxies of Certain Non-U.S. Issuers

Proxy voting in certain countries requires “share-blocking.” Shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting with a designated depository. During the period in which the shares are held with a depository, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the Clients’ custodian. Absent a compelling reason to the contrary, the Advisers believe that the benefit to the Client of exercising the vote is outweighed by the cost of voting and therefore, the Advisers will not typically vote the securities of non-U.S. issuers that require share-blocking.

In addition, voting proxies of issuers in non-US markets may also give rise to a number of administrative issues to prevent the Advisers from voting such proxies. For example, the Advisers may receive the notices for shareholder meetings without adequate time to consider the proposals in the proxy or after the cut-off date for voting. In these cases, the Advisers will look to Glass Lewis or other third party service for recommendations on how to vote. Other markets require the Advisers to provide local agents with power of attorney prior to implementing their respective voting instructions on the proxy. Although it is the Advisers’ policies to vote the proxies for its clients for which they have proxy voting authority, in the case of issuers in non-US markets, we vote client proxies on a best efforts basis.

Voting Records and Client Disclosure

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 they voted a Client’s proxy upon request from the Client or an investor in a Client.

 

Revised: July 27, 2017


Registered Investment Companies and Form N-PX

The complete voting records for each RIC that is managed by an Adviser will be filed on Form N-PX for the twelve months ended June 30th, no later than August 31st of each year. A description of the RIC 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 Gabelli Funds, LLC at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

Form ADV Disclosure

Each Adviser to a RIC or Private Fund Client will disclose in Part 2A of its Form ADV that such Clients may contact the Chief Compliance Officer during regular business hours, via email or telephone, to obtain information on how each Adviser voted such Client’s proxies for the past 5 years. The summary of this Policy included in each Adviser’s Part 2A of its Form ADV will be updated whenever this Policy is revised. Clients may also receive a copy of this Policy upon their request.

Note that updating the Form ADV with a change to this Policy outside of the annual update is voluntary. However, each Adviser will need to communicate to the Client any changes to this Policy affecting its fiduciary duty.

The Advisers’ proxy voting records will be retained in accordance with the Policy Regarding Recordkeeping.

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 Instruction Forms (“VIFs”) - Issued by Broadridge Financial Solutions, Inc. (“Broadridge”). 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, electronically or manually, according to security.

3. Upon receipt of instructions from the proxy committee, the votes are cast and recorded for each account.

Records have been maintained on the ProxyEdge system.

ProxyEdge records include:

 

Revised: July 27, 2017


Security Name and CUSIP Number

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

Client Name

Adviser or Fund Account Number

Directors’ Recommendation

How the Adviser voted for the client on item

4. VIFs 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.

5. If a proxy card or VIF is received too late to be voted in the conventional matter, every attempt is made to vote including:

 

   

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

   

In some circumstances VIFs can be faxed or sent electronically to Broadridge up until the time of the meeting.

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

7. 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:

Broadridge is notified that we wish to vote in person. Broadridge issues individual legal proxies and sends them back via email or 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.

 

Revised: July 27, 2017


*        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 limited power of attorney.

 

Revised: July 27, 2017


EXHIBIT A

PROXY VOTING GUIDELINES

General Policy Statement

It is the policy of the Advisers 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.

Board of Directors

We 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 votes

*        Qualifications

*        Nominating committee in place

*        Number of outside directors on the board

*        Attendance at meetings

*        Overall performance

 

Revised: July 27, 2017


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.

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

 

Revised: July 27, 2017


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.

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 the 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.

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.

 

Revised: July 27, 2017


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.

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.

Reviewed on a case-by-case basis.

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. 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 for ERISA Clients. We must 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.

 

Revised: July 27, 2017


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.

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 Pills

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 Incentive Plans

Director and Employee Stock incentive plans are an excellent way to attract, hold and motivate directors and employees. However, each incentive 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.

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

 

Revised: July 27, 2017


*        The successful steps taken by management to maximize shareholder value.

Supermajority Vote Requirements

Supermajority voting 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’ approval by a simple majority of the shares voting.

Reviewed on a case-by-case basis.

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.

“Say-on-Pay” / “Say-When-on-Pay” / “Say-on-Golden-Parachutes”

Required under the Dodd-Frank Act; these proposals are non-binding advisory votes on executive compensation. We will generally vote with the Board of Directors’ recommendation(s) on advisory votes on executive compensation (“Say-on-Pay”), advisory votes on the frequency of voting on executive compensation (“Say-When-on-Pay”) and advisory votes relating to extraordinary transaction executive compensation (“Say-on-Golden-Parachutes”). In those instances when we believe that it is in our clients’ best interest, we may abstain or vote against executive compensation and/or the frequency of votes on executive compensation and/or extraordinary transaction executive compensation advisory votes.

Proxy Access

Proxy access is a tool used to attempt to promote board accountability by requiring that a company’s proxy materials contain not only the names of management nominees, but also any candidates nominated by long-term shareholders holding at least a certain stake in the company. We will review proposals regarding proxy access on a case-by-case basis taking into account the provisions of the proposal, the company’s current governance structure, the successful steps taken by management to maximize shareholder value, as well as other applicable factors.

Proxy access is a tool to attempt to promote board accountability by requiring that a company’s proxy materials contain not only the names of management nominees, but also any candidates nominated by long-term shareholders holding at least a certain stake in the company. We will review proposals regarding proxy access on a case by case basis taking into account the provisions of the proposal, the company’s current governance structure, the successful steps taken by management to maximize shareholder value, as well as other applicable factors.

 

Revised: July 27, 2017


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

PORTFOLIO MANAGERS

Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer – Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer – Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Executive Chairman of the Board of Directors of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School, and Honorary Doctorates from Fordham University and Roger Williams University.

Kevin V. Dreyer joined Gabelli in 2005 as a research analyst covering companies within the consumer sector. He currently serves as Co-Chief Investment Officer of GAMCO Investors, Inc.’s Value team and a portfolio manager of Gabelli Funds, LLC. He manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Dreyer received a BSE from the University of Pennsylvania and an MBA from Columbia Business School.

Jeffrey J. Jonas, CFA, joined Gabelli in 2003 as a research analyst focusing on companies across the healthcare industry. In 2006, he began serving as a portfolio manager of Gabelli Funds, LLC and manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Jonas was a Presidential Scholar at Boston College, where he received a BS in Finance and Management Information Systems.

Christopher J. Marangi joined Gabelli in 2003 as a research analyst. He currently serves as Co-Chief Investment Officer of GAMCO Investors, Inc.’s Value team and a portfolio manager of Gabelli Funds, LLC. He manages several funds within the Gabelli/GAMCO Fund Complex. Mr. Marangi graduated magna cum laude and Phi Beta Kappa with a BA in Political Economy from Williams College and holds an MBA with honors from Columbia Business School.

MANAGEMENT OF OTHER ACCOUNTS

The table below shows the number of other accounts managed by the portfolio managers and the total assets in each of the following categories: registered investment companies, other paid investment vehicles and other accounts as of December 31, 2017. 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:
  23   $20.0 billion    6    $5.7 billion
     Other Pooled
Investment
Vehicles:
  9   $311.3 million    9    $311.3 million
     Other
Accounts:
  1,450   $14.6 billion    8    $1.4 billion
                        

2.  Kevin V. Dreyer

   Registered
Investment
Companies:
  7   $7.7 billion    2    $4.7 billion
     Other Pooled
Investment
Vehicles:
  1   $93.6 million    0    0
     Other
Accounts:
  376   $1.9 billion    1    $52.5 million
                        

3.  Christopher J. Marangi

   Registered
Investment
Companies:
  7   $8.2 billion    2    $4.9 billion
     Other Pooled   1   $93.6 million    0    0


     Investment
Vehicles:
                
     Other
Accounts:
  390   $1.9 billion   1    $52.5 million
                       

4.  Jeffrey Jonas

   Registered
Investment
Companies:
  3   $5.6 billion  

1

  

$2.6 billion

     Other Pooled
Investment
Vehicles:
  2   $99.1 million   0    0
     Other
Accounts:
  88   $161.0 million   0    0

POTENTIAL CONFLICTS OF INTEREST

As reflected above, the Portfolio Managers manage accounts in addition to the Trust. 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, the Portfolio Managers manage multiple accounts. As a result, they will not be able to devote all of their time to the management of the Trust. The Portfolio Managers, 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/she were to devote all of their attention to the management of only the Trust.

ALLOCATION OF LIMITED INVESTMENT OPPORTUNITIES. As indicated above, the Portfolio Managers manage managed accounts with investment strategies and/or policies that are similar to the Fund. In these cases, if the Portfolio Manager 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 a Portfolio Manager 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 indirect majority ownership interest in G.research, LLC, he may have an incentive to use G.research to execute portfolio transactions for a Fund.

PURSUIT OF DIFFERING STRATEGIES. At times, the Portfolio Managers may determine that an investment opportunity may be appropriate for only some of the accounts for which he/she 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, the Portfolio Manager 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 the Portfolio Manager differs among the accounts that he/she 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 they have 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 the Portfolio Manager manages accounts which have performance fee arrangements, certain portions of their compensation will depend on the achievement of performance milestones on those accounts. The Portfolio Manager 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 Trust. Net revenues are determined by deducting from gross investment management fees the firm’s expenses (other than Mr. Gabelli’s compensation) allocable to this Trust. Five closed-end registered investment companies (including this Trust) 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 closed-end 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.

COMPENSATION STRUCTURE FOR THE PORTFOLIO MANAGERS OTHER THAN MR. GABELLI

The compensation for the Portfolio Managers other than Mr. Gabelli for the Trust is structured to enable the Adviser to attract and retain highly qualified professionals in a competitive environment. The Portfolio Managers other than Mr. Gabelli receive a compensation package that includes a minimum draw or base salary, equity-based incentive compensation via awards of restricted stock, and incentive based variable compensation based on a percentage of net revenue received by the Adviser for managing the Trust to the extent that the amount exceeds a minimum level of compensation. Net revenues are


determined by deducting from gross investment management fees certain of the firm’s expenses (other than the Portfolio Managers’ compensation) allocable to the Trust (the incentive-based variable compensation for managing other accounts is also based on a percentage of net revenues to the investment adviser for managing the account). 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 equity-based incentive and incentive-based variable compensation is based on an evaluation by the Adviser’s parent, GBL, of quantitative and qualitative performance evaluation criteria. This evaluation takes into account, in a broad sense, the performance of the accounts managed by the Portfolio Managers, but the level of compensation is not determined with specific reference to the performance of any account against any specific benchmark. Generally, greater consideration is given to the performance of larger accounts and to longer term performance over smaller accounts and short-term performance.

OWNERSHIP OF SHARES IN THE FUND

Mario J. Gabelli, Kevin V. Dreyer, Jeffrey J. Jonas, and Christopher J. Marangi owned over $1 million, $10,001- $50,000, $10,001- $50,000, and $10,001- $50,000, respectively, of shares of the Trust as of December 31, 2017.

 

(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
07/01/2017

through

07/31/2017

 

 

Common – 3,770

 

Preferred Series A – N/A

 

Common – $12.73

 

Preferred Series A – N/A

 

Common – 3,770

 

Preferred Series A – N/A

 

Common – 7,771,978 - 3,370 = 7,768,208

 

Preferred Series A – 1,200,000

 

Month #2
08/01/2017

through

08/31/2017

 

 

Common – 27,858

 

Preferred Series A – N/A

 

Common – $12.62

 

Preferred Series A – N/A

 

Common – 27,858

 

Preferred Series A – N/A

 

Common – 7,768,208 - 27,858 = 7,740,350

 

Preferred Series A – 1,200,000

Month #3
09/01/2017

through

09/30/2017

 

 

Common – 2,902

 

Preferred Series A – N/A

 

Common – $12.78

 

Preferred Series A – N/A

 

Common – 2,902

 

Preferred Series A – N/A

 

Common – 7,740,350 - 2,902 = 7,737,448

 

Preferred Series A – 1,200,000


Month #4
10/01/2017

through

10/31/2017

 

  

Common – 2,000

 

Preferred Series A – N/A

  

Common – $12.87

 

Preferred Series A – N/A

  

Common – 2,000

 

Preferred Series A – N/A

  

Common – 7,737,448 - 2,000

= 7,735,448

 

Preferred Series A – 1,200,000

Month #5
11/01/2017

through

11/30/2017

 

  

Common – N/A

 

Preferred Series A – N/A

  

Common – N/A

 

Preferred Series A – N/A

  

Common – N/A

 

Preferred Series A – N/A

  

Common – 7,735,448

 

Preferred Series A – 1,200,000

Month #6
12/01/2017

through

12/31/2017

 

  

Common – N/A

 

Preferred Series A – N/A

  

Common – N/A

 

Preferred Series A – N/A

  

Common – N/A

 

Preferred Series A – N/A

  

Common – 7,735,448

 

Preferred Series A – 1,200,000

Total

 

 

  

Common – 36,530

 

Preferred Series A – N/A

  

Common – $12.66

 

Preferred Series A – N/A

  

Common – 36,530

 

Preferred Series A – N/A

  

 

N/A

 

Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:

 

a.

The  date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs quarterly in the Fund’s quarterly report in accordance with Section 23(c) of the Investment Company Act of 1940, as amended.

b.

The dollar amount (or share or unit amount) approved – Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 7.5% or more from the net asset value of the shares.

Any or all preferred shares outstanding may be repurchased when the Fund’s preferred shares are trading at a discount to the liquidation value of $25.00.

c.

The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing.

d.

Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing.

e.

Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. – The Fund’s repurchase plans are ongoing.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940


 

Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

  (a)

If the registrant is a closed-end management investment company, provide the following dollar amounts of income and fees/compensation related to the securities lending activities of the registrant during its most recent fiscal year:

(1) Gross income from securities lending activities; 0$

(2) All fees and/or compensation for each of the following securities lending activities and related services: any share of revenue generated by the securities lending program paid to the securities lending agent(s) (“revenue split”); fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split; administrative fees that are not included in the revenue split; fees for indemnification that are not included in the revenue split; rebates paid to borrowers; and any other fees relating to the securities lending program that are not included in the revenue split, including a description of those other fees; 0$

(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); 0$ and

(4) Net income from securities lending activities (i.e., the dollar amount in paragraph (1) minus the dollar amount in paragraph (3)). 0$

 

  (c)

If the registrant is a closed-end management investment company, describe the services provided to the registrant by the securities lending agent in the registrant’s most recent fiscal year.

Item 13. Exhibits.

 

  (a)(1) Not applicable.

 

  (a)(2)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

 

  (a)(3) Not applicable.

 

  (a)(4) Not applicable.


  (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)

 

The Gabelli Global Small and Mid Cap Value Trust

 

By (Signature and Title)*

  

/s/ Bruce N. Alpert

  

Bruce N. Alpert, Principal Executive Officer

 

Date

 

      3/09/2018

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

 

      3/09/2018

 

By (Signature and Title)*

  

/s/ John C. Ball

    

John C. Ball, Principal Financial Officer and Treasurer                

 

Date

 

      3/09/2018

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