SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No.
__)
Filed by Registrant [ X ]
Filed by a Party other than the Registrant []
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
(Name of Registrant as Specified In Its Charter)
(Name Of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2006
------------------
To the Shareholders of
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Convertible and Income Securities Fund Inc. (the
"Fund") will be held at The Cole Auditorium, The Greenwich Library, 101 West
Putnam Avenue, Greenwich, Connecticut 06830, on Monday, May 15, 2006, at 8:30
a.m., for the following purposes:
1. To elect three (3) Directors of the Fund, to be elected by the holders
of the Fund's Common Stock and holders of its 6.00% Series B Cumulative
Preferred Stock and Series C Auction Rate Cumulative Preferred Stock
("together, the Preferred Stock"), voting together as a single class
(Proposal 1); and
2. To consider and vote upon such other matters, including adjournments, as
may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 13, 2006 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE,
SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
By Order of the Board of Directors,
JAMES E. MCKEE
SECRETARY
April 17, 2006
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration.
3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor
TELEPHONE/INTERNET VOTING
Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement and proxy
card.
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
----------
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 2006
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") for use at the Annual Meeting of Shareholders
of the Fund to be held on Monday, May 15, 2006, at 8:30 a.m., at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, and at any adjournments thereof (the "Meeting"). A Notice of
Annual Meeting of Shareholders and proxy card accompany this Proxy Statement,
all of which are first being mailed to shareholders on or about April 17, 2006.
In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Fund's transfer agent, and affiliates of Computershare or
other representatives of the Fund also may solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Fund has retained The Altman
Group, Inc. to assist in the solicitation of proxies for a minimum fee of $2,500
plus reimbursement of expenses. The Fund will pay the costs of the proxy
solicitation and the expenses incurred in connection with preparing the Proxy
Statement and its enclosures. The Fund will also reimburse brokerage firms and
others for their expenses in forwarding solicitation materials to the beneficial
owners of its shares.
THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2005, IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE FUND AT ONE CORPORATE CENTER, RYE, NEW YORK
10580-1422, BY CALLING THE FUND AT 800-422-3554, OR VIA THE INTERNET AT
WWW.GABELLI.COM.
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares (as defined below) represented thereby will be voted
"FOR" the election of the nominees as Directors listed in the accompanying
Notice of Annual Meeting of Shareholders, unless instructions to the contrary
are marked thereon, and at the discretion of the proxy holders as to the
transaction of any other business that may properly come before the Meeting. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund at the above address prior to the date of the Meeting.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event a quorum is not present at the
Meeting, or in the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient
votes have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.
1
The close of business on March 13, 2006 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
The Fund has two classes of capital stock: common stock, par value $0.001
per share (the "Common Stock"), and preferred stock consisting of (i) 6.00%
Series B Cumulative Preferred Stock ("Series B Preferred") and (ii) Series C
Auction Rate Cumulative Preferred Stock ("Series C Preferred"), each having a
par value of $0.001 per share (together, the "Preferred Stock" and together with
the Common Stock, the "Shares"). The holders of the Common Stock and Preferred
Stock are each entitled to one vote for each full share held and an appropriate
fraction of a vote for each fractional share held. On the record date, there
were 12,014,956 shares of Common Stock, 990,800 shares of Series B Preferred
Stock, and 1,000 shares of Series C Preferred Stock outstanding.
The following persons were known to the Fund to be beneficial owners of
more than 5% of the Fund's outstanding shares of Common Stock as of the record
date:
NAME AND ADDRESS OF AMOUNT OF SHARES
BENEFICIAL OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP PERCENT OF CLASS
------------------- -------------- ----------------------- ----------------
Mario J. Gabelli and affiliates* Common 1,335,133 (beneficial) 11.1%
One Corporate Center
Rye, NY 10580-1422
---------------------
* Includes 230,782 shares owned directly by Mr. Gabelli, 10,000 shares
owned by a family partnership for which Mr. Gabelli serves as general
partner, and 1,094,351 shares owned by GAMCO Investors, Inc. or its
affiliates. Mr. Gabelli disclaims beneficial ownership of the shares held
by the discretionary accounts and by the entities named except to the
extent of his interest in such entities.
As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding shares of Preferred
Stock.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
Proposal Common Stockholders Preferred Stockholders
-------- ------------------- ----------------------
1. Election of Common and Preferred Stockholders, Common and Preferred Stockholders,
Directors voting together as a single class, voting together as a single class,
vote to elect three Directors: vote to elect three Directors:
E. Val Cerutti, Dugald A. Fletcher, E. Val Cerutti, Dugald A. Fletcher,
and Anthony R. Pustorino and Anthony R. Pustorino
2. Other Business Common and Preferred Stockholders, voting together as a single class
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
2
PROPOSAL 1: TO ELECT THREE (3) DIRECTORS OF THE FUND
NOMINEES FOR THE BOARD OF DIRECTORS
The Board of Directors is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire. E.
Val Cerutti, Dugald A. Fletcher, and Anthony R. Pustorino have each been
nominated by the Board of Directors for a three-year term to expire at the
Fund's 2009 Annual Meeting of Shareholders or until their successors are duly
elected and qualified. Each of the Directors of the Fund has served in that
capacity since the June 5, 1989 organizational meeting of the Fund with the
exception of (i) Mr. Colavita, who became a Director of the Fund on November 15,
1989, (ii) Mr. Zizza, who became a Director of the Fund on April 24, 1991, (iii)
Mr. van Ekris, who became a Director of the Fund on February 11, 1992, and (iv)
Dr. Roeder, who became a Director of the Fund on August 15, 2001. All of the
Directors of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as investment adviser. The classes of Directors are indicated below:
NOMINEES TO SERVE UNTIL 2009 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------------------------------
E. Val Cerutti
Dugald A. Fletcher
Anthony R. Pustorino
DIRECTORS SERVING UNTIL 2008 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Anthony J. Colavita
Anthonie C. van Ekris
Salvatore J. Zizza
DIRECTORS SERVING UNTIL 2007 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Mario J. Gabelli, CFA
Werner J. Roeder
Under the Fund's Articles of Amendment and Restatement, Articles
Supplementary, and the Investment Company Act of 1940, as amended (the "1940
Act"), holders of the Fund's outstanding Preferred Stock, voting as a separate
class, are entitled to elect two Directors, and holders of the Fund's
outstanding Common Stock and Preferred Stock, voting together as a single class,
are entitled to elect the remaining Directors, subject to the provisions of the
1940 Act and the Fund's Articles of Amendment and Restatement, Articles
Supplementary, and By-Laws. The holders of the Fund's outstanding Preferred
Stock would be entitled to elect the minimum number of additional Directors that
would represent a majority of the Directors in the event that dividends on the
Fund's Preferred Stock are in arrears for two full years. No dividend arrearages
exist as of the date of this Proxy Statement. Mr. Colavita and Dr. Roeder are
currently the Directors elected solely by the holders of the Fund's Preferred
Stock.
Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Director if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.
3
INFORMATION ABOUT DIRECTORS AND OFFICERS
Set forth in the table below are the existing Directors and Nominees for
election to the Board of the Fund and officers of the Fund, including
information relating to their respective positions held with the Fund, a brief
statement of their principal occupations during the past five years and other
directorships (excluding other funds managed by the Adviser), if any.
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS 1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED 2 DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- ------- ---------------------- ---------------- -----------
INTERESTED DIRECTOR/NOMINEE 3:
---------------------------
MARIO J. GABELLI Since 1989*** Chairman of the Board and Chief Director of Morgan Group 23
Director and Executive Officer of GAMCO Holdings, Inc. (holding
Chief Investment Officer Investors, Inc. and Chief company)
Age: 63 Investment Officer - Value Portfolios
of Gabelli Funds, LLC and GAMCO
Asset Management Inc.; Chairman
and Chief Executive Officer of
Lynch Interactive Corporation
(multimedia and services)
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
E. VAL CERUTTI Since 1989* Chief Executive Officer of Director of Lynch Corporation 7
Director Cerutti Consultants, Inc.; Adviser (diversified manufacturing)
Age: 66 to Iona College Hagan School
of Business
ANTHONY J. COLAVITA 4 Since 1989** Partner in the law firm of Anthony J. -- 33
Director Colavita, P.C.
Age: 70
DUGALD A. FLETCHER Since 1989* President, Fletcher & Company, Inc. Director of Harris and Harris 2
Director Group, Inc. (venture capital)
Age: 76
ANTHONY R. PUSTORINO Since 1989* Certified Public Accountant; Director of Lynch Corporation 14
Director Professor Emeritus, Pace University (diversified manufacturing)
Age: 80
WERNER J. ROEDER 4 Since 2001*** Medical Director of Lawrence -- 23
Director Hospital and practicing private physician
Age: 65
ANTHONIE C. VAN EKRIS Since 1992** Chairman of BALMAC -- 17
Director International, Inc. (commodities
Age: 71 and futures trading)
SALVATORE J. ZIZZA Since 1991** Chairman of Hallmark Electrical Director of Hollis Eden 24
Director Supplies Corp. Pharmaceuticals (biotechnology)
Age: 60 and Earl Scheib, Inc. (automotive
services)
4
TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED DURING PAST FIVE YEARS
------- ------ ----------------------
OFFICERS:
BRUCE N. ALPERT Since 1988 Executive Vice President and Chief
President Operating Officer of Gabelli Funds,
Age: 54 LLC since 1988; Director and
President of Gabelli Advisers, Inc. since
1998; Officer of all registered
investment companies in the Gabelli
Funds complex.
PETER D. GOLDSTEIN Since 2004 Director of Regulatory Affairs for
Chief Compliance Officer GAMCO Investors, Inc. since 2004;
Age: 52 Chief Compliance Officer of all
registered investment companies in
the Gabelli Funds complex; Vice President
of Goldman Sachs Asset Management
from 2000-2004.
LAURISSA M. MARTIRE Since 2004 Vice President of the Fund since 2004;
Vice President and Ombudsman Vice President of The Gabelli Global Multimedia
Age: 29 Trust Inc. since 2004; Assistant Vice President of
GAMCO Investors, Inc. since 2003; Sales Assistant
for GAMCO Asset Management Inc. prior to 2003.
JAMES E. MCKEE Since 1995 Vice President, General Counsel and
Secretary Secretary of GAMCO Investors, Inc.
Age: 42 since 1999 and GAMCO Asset
Management Inc. since 1993; Secretary
of all registered investment companies
advised by Gabelli Advisers, Inc. and
Gabelli Funds, LLC.
AGNES MULLADY Since 2006 Officer of all registered investment companies
Treasurer and Principal in the Gabelli Funds complex; Senior Vice President of
Financial Officer U.S. Trust Company, N.A. and Treasurer and Chief
Age: 47 Financial Officer of Excelsior Funds from 2004-2005;
Chief Financial Officer of AMIC Distribution Partners from
2002-2004; Controller of Reserve Management, Inc.
and Reserve Partners, Inc. and Treasurer of Reserve Funds
from 2000-2002.
--------------
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise
noted.
2 The Fund's Board of Directors is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for a
three-year term.
* Nominee to serve, if elected, until the Fund's 2009 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
** Term continues until the Fund's 2008 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
*** Term continues until the Fund's 2007 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
3 "Interested person" of the Fund as defined in the 1940 Act. Mr. Gabelli
is considered an "interested person" of the Fund because of his
affiliation with Gabelli Funds, LLC, which is the Fund's investment
adviser, and Gabelli & Company, Inc., which executes portfolio
transactions for the Fund, and as a controlling shareholder because of
the level of his ownership of common shares of the Fund.
4 As a Director, elected solely by holders of the Fund's Preferred Stock.
5
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR
Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Director and Nominee for election as
Director and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Director and Nominee for election as Director.
NAME OF DIRECTOR/NOMINEE DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE FUND*(1) IN FUND COMPLEX*(1)(2)
INTERESTED DIRECTOR/NOMINEE:
----------------------------
Mario J. Gabelli E E
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
E. Val Cerutti** C E
Anthony J. Colavita** E E
Dugald A. Fletcher E E
Anthony R. Pustorino** D E
Werner J. Roeder A E
Anthonie C. van Ekris** B E
Salvatore J. Zizza E E
--------------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2005.
** Messrs. Cerutti, Colavita, Pustorino, and van Ekris each beneficially own
less than 1% of the common stock of Lynch Corporation, having a value of
$11,921; $16,517; $19,272; and $16,500, respectively, as of December 31,
2005. Mr. van Ekris beneficially owns less than 1% of the common stock of
Lynch Interactive Corporation having a value of $52,176 as of December 31,
2005. Lynch Corporation and Lynch Interactive Corporation may be deemed
to be controlled by Mario J. Gabelli and in that event would be deemed to be
under common control with the Fund's Adviser.
(1) This information has been furnished by each Director and Nominee for
election as Director as of December 31, 2005. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(2) The "Fund Complex" includes all the Funds that are considered part of
the same fund complex as the Fund because they have common or affiliated
investment advisers.
6
Set forth in the table below is the amount of shares beneficially owned by
each Director of the Fund.
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF DIRECTOR/NOMINEE BENEFICIAL OWNERSHIP(1) OUTSTANDING(2)
------------------------ ------------------------ --------------
INTERESTED DIRECTOR/NOMINEE:
Mario J. Gabelli 1,316,832 (3) 11.1%
4,200 Series B Preferred (3) *
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
E. Val Cerutti 0 *
4,600 Series B Preferred *
Anthony J. Colavita 46,415 (4) *
400 Series B Preferred (5) *
Dugald A. Fletcher 13,998 *
1,000 Series B Preferred *
Anthony R. Pustorino 6,452 (6) *
Werner J. Roeder 0 *
Anthonie C. van Ekris 361 *
Salvatore J. Zizza 42,686 (7) *
--------------------------
(1) This information has been furnished by each Director and Nominee for
election as Director as of December 31, 2005. "Beneficial Ownership"
is determined in accordance with Section 16a-1(a)(2) of the 1934 Act.
Reflects ownership of common shares unless otherwise noted.
(2) An asterisk indicates that the ownership amount constitutes less than 1%
of the total shares outstanding.
(3) Includes 212,481 shares owned directly by Mr.Gabelli, 10,000 shares
owned by a family partnership for which Mr. Gabelli serves as general
partner and 1,094,351 shares owned by GAMCO Investors, Inc. or its
affiliates. Includes 4,200 preferred shares owned by GAMCO Investors,
Inc. or its affiliates. Mr. Gabelli disclaims beneficial ownership of
the shares held by the discretionary accounts and by the entities named
except to the extent of his interest in such entities.
(4) Includes 35,011 common shares owned by Mr. Colavita's spouse and 337
common shares owned by Mr. Colavita's son for which he disclaims
beneficial ownership.
(5) Comprised of 400 preferred shares owned by Mr. Colavita's spouse for
which he disclaims beneficial ownership.
(6) Includes 3,109 common shares owned by Mr.Pustorino's spouse for which he
disclaims beneficial ownership.
(7) Includes 26,357 common shares owned by Mr. Zizza's sons for which he
disclaims beneficial ownership.
The Fund pays each Director who is not affiliated with the Adviser or its
affiliates a fee of $5,000 per year plus $750 per meeting attended in person and
$500 per telephonic meeting or Committee meeting, together with the Director's
actual out-of-pocket expenses relating to his attendance at such meetings. In
addition, the Audit Committee Chairman receives an annual fee of $3,000 and the
Nominating Committee Chairman receives an annual fee of $2,000. The aggregate
remuneration (not including out-of-pocket expenses) paid by the Fund to such
Directors during the year ended December 31, 2005 amounted to $66,364. During
the year ended December 31, 2005, the Directors of the Fund met six times, two
of which were special meetings of Directors. Each Director then serving in such
capacity attended at least 75% of the meetings of Directors and of any Committee
of which he is a member.
AUDIT COMMITTEE REPORT
The role of theFund's Audit Committee (the "Audit Committee") is to assist
the Board of Directors in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, independence, and performance. The Audit Committee also
is required to prepare an audit committee report pursuant to the rules of the
Securities and Exchange Commission (the "SEC") for inclusion in the Fund's
annual proxy statement. The Audit Committee operates pursuant to the Audit
Committee Charter (the "Charter") that was most recently reviewed and approved
by the Board of Directors on February 15, 2006.
Pursuant to the Charter, the Audit Committee is responsible for conferring
with the Fund's independent registered public accounting firm, reviewing annual
financial statements, approving the selection of the Fund's independent
registered public accounting firm, and overseeing the Fund's internal controls.
The Charter also contains
7
provisions relating to the pre-approval by the Audit Committee of certain
non-audit services to be provided by PricewaterhouseCoopers LLP
("PricewaterhouseCoopers") to the Fund and to the Adviser and certain of its
affiliates. The Audit Committee advises the full Board with respect to
accounting, auditing, and financial matters affecting the Fund. As set forth in
the Charter, management is responsible for maintaining appropriate systems for
accounting and internal control, and the Fund's independent registered public
accounting firm is responsible for planning and carrying out proper audits and
reviews. The independent registered public accounting firm is ultimately
accountable to the Board of Directors and to the Audit Committee, as
representatives of shareholders. The independent registered public accounting
firm for the Fund reports directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 13,
2006, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the year ended December 31, 2005, and discussed the audit of such financial
statements with the independent registered public accounting firm.
In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or
supplemented. The Audit Committee also received from the independent registered
public accounting firm the written disclosures and statements required by the
SEC's independence rules, delineating relationships between the independent
registered public accounting firm and the Fund, and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.
As set forth above, and as more fully set forth in the Charter, the Audit
Committee has significant duties and powers in its oversight role with respect
to the Fund's financial reporting procedures, internal control systems, and the
independent audit process.
The members of the Audit Committee are not, and donot represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Fund for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or independent verification of the facts presented to it or
representations made by management or the Fund's independent registered public
accounting firm. Accordingly, the Audit Committee's oversight does not provide
an independent basis to determine that management has maintained appropriate
accounting and/or financial reporting principles and policies, or internal
controls and procedures designed to assure compliance with accounting standards
and applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the Public Company Accounting Oversight Board (United
States) or that the financial statements are presented in accordance with
generally accepted accounting principles (United States).
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Charter and
those discussed above, the Audit Committee recommended to the Fund's Board of
Directors that the Fund's audited financial statements be included in the Fund's
Annual Report for the year ended December 31, 2005.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Anthony R. Pustorino, Chairman
Anthony J. Colavita
Salvatore J. Zizza
February 15, 2006
8
The Audit Committee mettwice during the year ended December 31, 2005. The
Audit Committee is composed of three of the Fund's independent (as such term is
defined by the New York Stock Exchange's listing standards (the "NYSE Listing
Standards")) Directors, namely Messrs. Colavita, Pustorino, and Zizza. Each
member of the Audit Committee has been determined by the Board of Directors to
be financially literate.
NOMINATING COMMITTEE
The Board of Directors has a Nominating Committeecomposed of three
independent (as such term is defined by the NYSE Listing Standards) Directors,
namely Messrs. Colavita, Roeder, and Zizza. The Nominating Committee met once
during the year ended December 31, 2005. The Nominating Committee is responsible
for identifying and recommending to the Board of Directors individuals believed
to be qualified to become Board members in the event that a position is vacated
or created. The Nominating Committee will consider Director candidates
recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Directors, the qualifications of the candidate, and the interests
of shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:
o The name of the shareholder and evidence of the shareholder's ownership
of shares of the Fund, including the number of shares owned and the length
of time of ownership;
o The name of the candidate, the candidate's resume or a listing of his or
her qualifications to be a Director of the Fund, and the person's consent
to be named as a Director if selected by the Nominating Committee and
nominated by the Board of Directors; and
o If requested by the Nominating Committee, a completed and signed
directors' questionnaire.
The shareholder recommendation and information described above must be sent
to James E. McKee, the Fund's Secretary, c/o Gabelli Funds, LLC at One Corporate
Center, Rye, NY 10580-1422, and must be received by the Secretary no less than
120 days prior to the anniversary date of the Fund's most recent annual meeting
of shareholders or, if the meeting has moved by more than 30 days, a reasonable
amount of time before the meeting.
The Nominating Committee believes that the minimum qualifications for
serving as a Director of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Directors' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund. The Nominating
Committee also seeks to have the Board of Directors represent a diversity of
backgrounds and experience.
The Fund's Nominating Committee adopted a charter on May 12, 2004, and
amended the charter on November 17, 2004. The charter can be found on the Fund's
website at www.gabelli.com.
OTHER BOARD-RELATED MATTERS
The Board of Directors has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Fund and
other interested parties.
RECEIPT OF COMMUNICATIONS
Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at One Corporate Center, Rye, NY
10580-1422. To communicate with the Board electronically, shareholders may send
an e-mail to gabellifundsboard@gabelli.com.
9
FORWARDING THE COMMUNICATIONS
All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Directors. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotion of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Directors or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Director who is a member of the group or committee to
which the envelope or e-mail is addressed.
The Fund does not expect Directors or Nominees for election as Director to
attend the Annual Meeting of Shareholders.
The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers for the year ended December
31, 2005. Ms. Martire is employed by the Fund and is not employed by the Adviser
(although she may receive incentive-based variable compensation from affiliates
of the Adviser). Officers of the Fund who are employed by the Adviser receive no
compensation or expense reimbursement from the Fund.
COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 2005
AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS AND OFFICERS*
----------------------------- ------------- ----------------------------------
INTERESTED DIRECTORS/NOMINEES:
------------------------------
MARIO J. GABELLI $0 $0 (24)
Chairman of the Board and
Chief Investment Officer
KARL OTTO POHL** $0 $7,571 (35)+ (diamond)
Director
NON-INTERESTED DIRECTORS/NOMINEES:
----------------------------------
E. VAL CERUTTI $7,821 $27,250 (7)
Director
ANTHONY J. COLAVITA $11,585 $212,473 (37)+ (diamond)
Director
DUGALD A. FLETCHER $8,250 $16,500 (2)
Director
ANTHONY R. PUSTORINO $12,154 $147,261 (17)
Director
WERNER J. ROEDER $8,769 $108,261 (26)+
Director
ANTHONIE C. VAN EKRIS $8,192 $105,378 (21)+ (diamond)
Director
SALVATORE J. ZIZZA $9,592 $143,962 (25)(diamond)
Director
OFFICER:
--------
LAURISSA M. MARTIRE $60,000 $75,000 (2)
Vice President and Ombudsman
------------------
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 2005 by investment companies
(including the Fund) or portfolios thereof from which such person
receives compensation that are considered part of the same fund
complex as the Fund because they have common o r affiliated
investment advisers. The number in parentheses represents the number
of such investment companies and portfolios.
** Mr. Pohl resigned from the Board of Directors effective November 16,
2005 and now serves as Director Emeritus.
+ Includes compensation for serving as a Director of The Treasurer's
Fund, Inc., which was liquidated on October 28, 2005.
(diamond) Includes compensation for serving as a Trustee of Ned Davis
Research Funds, Inc., which was liquidated on February 10, 2006.
10
REQUIRED VOTE
The election of each of the listed Nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
class or classes of Shares of the Fund represented at the Meeting if a quorum is
present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
UNANIMOUSLY RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE.
ADDITIONAL INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the year ending December 31, 2006. PricewaterhouseCoopers acted as the
Fund's independent registered public accounting firm for the year ended December
31, 2005. The Fund knows of no direct financial or material indirect financial
interest of PricewaterhouseCoopers in the Fund. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.
Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for each of the years ended December 31, 2004 and 2005, respectively.
YEAR ENDED AUDIT-RELATED ALL
DECEMBER 31 AUDIT FEES FEES* TAX FEES** OTHER FEES
----------- ---------- ----- ---------- ----------
2004 $34,015 $7,700 $2,550 --
2005 $39,100 $7,700 $2,880 --
----------
* "Audit-Related Fees" are those fees billed to the Fund by
PricewaterhouseCoopers in connection with the preparation of Preferred
Shares Reports to Moody's Investors Service, Inc. and Fitch Ratings.
** "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Fund's
income tax returns.
The Fund's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided by the independent
registered public accounting firm to the Fund, and all non-audit services to be
provided by the independent registered public accounting firm to the Fund's
Adviser and service providers controlling, controlled by, or under common
control with the Fund's Adviser ("affiliates") that provide on-going services to
the Fund (a "Covered Services Provider"), if the engagement relates directly to
the operations and financial reporting of the Fund. The Audit Committee may
delegate its responsibility to pre-approve any such audit and permissible
non-audit services to the Chairman of the Audit Committee, and the Chairman must
report his decision(s) to the Audit Committee, at its next regularly scheduled
meeting after the Chairman's pre-approval of such services. The Audit Committee
may also establish detailed pre-approval policies and procedures for
pre-approval of such services in accordance with applicable laws, including the
delegation of some or all of the Audit Committee's pre-approval responsibilities
to other persons (other than the Adviser or the Fund's officers). Pre-approval
by the Audit Committee of any permissible non-audit services is not required so
long as: (i) the aggregate amount of all such permissible non-audit services
provided to the Fund, the Adviser, and any Covered Services Provider constitutes
not more than 5% of the total amount of revenues paid by the Fund to its
independent registered public accounting firm during the year in which the
permissible non-audit services are provided; (ii) the permissible non-audit
services were not recognized by the Fund at the time of the engagement to be
non-audit services; and (iii) such services are promptly brought to the
attention of the Audit Committee and approved by the Audit Committee or the
Chairman prior to the completion of the audit. All of the audit, audit-related,
and tax services described above for which PricewaterhouseCoopers billed the
Fund fees for the years ended December 31, 2004 and December 31, 2005 were
pre-approved by the Audit Committee.
11
For the year ended December 31, 2005, PricewaterhouseCoopers has
represented to the Fund that it did not provide any non-audit services (or bill
any fees for such services) to the Adviser or any affiliates thereof that
provide services to the Fund.
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 10580-1422.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Directors, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the year ended December 31, 2005, the Fund
believes that during that year such persons complied with all such applicable
filing requirements.
BROKER NON-VOTES AND ABSTENTIONS
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The affirmative vote of a plurality of votes cast for each Nominee by the
shareholders entitled to vote for a particular Nominee is necessary for the
election of a Director. Abstentions or broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions or
broker non-votes, however, will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 2006.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors of the Fund do not intend to present any other business at
the Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters, including adjournments, are properly brought before
the Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2007
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than December 18, 2006.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
12
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3552-PS-2006
GABELLI FUNDS
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
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ADD 5
ADD 6
000000000.000 ext
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000000000.000 ext
000000000.000 ext
000000000.000 ext
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000000000.000 ext
C 1234567890 J N T
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---
--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD COMMON SHAREHOLDER
--------------------------------------------------------------------------------
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce
N. Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on Monday, May 15, 2006 at 8:30 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted
FOR the election of the nominees as Directors and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
A ELECTION OF DIRECTORS
1. To elect three (3) Directors of the Fund:
01 - E. Val Cerutti FOR WITHHOLD
02 - Dugald A. Fletcher FOR WITHHOLD
03 - Anthony R. Pustorino, CPA FOR WITHHOLD
COMMENTS ---
Mark box at right if comments are noted below. ---
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Fund. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature 1 - Please keep signature within the box
--------------------------
--------------------------
Signature 2 - Please keep signature within the box
--------------------------
--------------------------
Date (mm/dd/yyyy)
--------------------------
/ /
--------------------------
0 0 8 4 5 9 1 1 U P X COY +
GABELLI FUNDS
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
C 1234567890 J N T
-- Mark box at left if an address change is noted on this card.
--
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ANNUAL MEETING PROXY CARD SERIES B PREFERRED
--------------------------------------------------------------------------------
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce
N. Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on Monday, May 15, 2006 at 8:30 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted
FOR the election of the nominees as Directors and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
A ELECTION OF DIRECTORS
1. To elect three (3) Directors of the Fund:
01 - E. Val Cerutti FOR WITHHOLD
02 - Dugald A. Fletcher FOR WITHHOLD
03 - Anthony R. Pustorino, CPA FOR WITHHOLD
COMMENTS --
Mark box at right if comments are noted below. --
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Fund. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature 1 - Please keep signature within the box
----------------
----------------
Signature 2 - Please keep signature within the box
----------------
----------------
Date (mm/dd/yyyy)
----------------
/ /
----------------
0 0 8 4 5 9 2 1 U P X COY +
GABELLI FUNDS
--------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD SERIES C PREFERRED
--------------------------------------------------------------------------------
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, James E. McKee and Bruce N.
Alpert, and each of them, attorneys and proxies of the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at The Cole
Auditorium, The Greenwich Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on Monday, May 15, 2006 at 8:30 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement and hereby instructs said attorneys and proxies to vote said
shares as indicated herein. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted
FOR the election of the nominees as Directors and in the discretion of the proxy
holder as to any other matter that may properly come before the Meeting. Please
refer to the Proxy Statement for a discussion of Proposal No. 1.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
A ELECTION OF DIRECTORS
1. To elect three (3) Directors of the Fund:
01 - E. Val Cerutti FOR WITHHOLD
02 - Dugald A. Fletcher FOR WITHHOLD
03 - Anthony R. Pustorino, CPA FOR WITHHOLD
COMMENTS --
Mark box at right if comments are noted below. --
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign this proxy exactly as your name(s) appear(s) in the records of the
Fund. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature 1 - Please keep signature within the box
---------------------
---------------------
Signature 2 - Please keep signature within the box
---------------------
---------------------
Date (mm/dd/yyyy)
---------------------
/ /
---------------------
0 0 8 4 5 9 3 1 U P X COY +