N-CSR 1 d116942dncsr.htm GABELLI UTILITY TRUST Gabelli Utility 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            811-09243                

                             The Gabelli Utility 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, 2015

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.


 

The Gabelli Utility Trust

 

Annual Report — December 31, 2015

   LOGO
   Mario J. Gabelli, CFA
   Portfolio Manager

To Our Shareholders,

For the year ended December 31, 2015, the net asset value (“NAV”) total return of The Gabelli Utility Trust (the “Fund”) was (7.1)%. The total return for the Standard & Poor’s (“S&P”) 500 Utilities Index was (4.9)%. The total return for the Fund’s publicly traded shares was (14.2)%. The Fund’s NAV per share was $5.13, while the price of the publicly traded shares closed at $5.70 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, 2015.

Comparative Results

 

Average Annual Returns through December 31, 2015 (a) (Unaudited)      Since  
    

1 Year

   

5 Year

   

10 Year

    

15 Year

    

Inception
(07/09/99)

 

Gabelli Utility Trust

            

NAV Total Return (b)

     (7.12 )%      9.94     8.34%         7.70%         8.51%     

Investment Total Return (c)

     (14.15     7.61        4.76            6.18            7.53        

S&P 500 Utilities Index

     (4.85     11.03        7.41            4.09            5.85        

Lipper Utility Fund Average

     (10.09     8.95        7.17            5.09            5.52        

S&P 500 Index

     1.38        12.57        7.31            5.00            4.27        
  (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 S&P 500 Utilities Index is an unmanaged market capitalization weighted index of large capitalization stocks that may include facilities generation and transmission or distribution of electricity, gas, or water. The Lipper Utility Fund Average reflects the average performance of mutual funds classified in this particular category. The S&P 500 Index is an unmanaged indicator of stock market performance. 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, and adjustments for rights offerings and are net of expenses. Since inception return is based on an initial NAV of $7.50.

 
  (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 $7.50.

 

 


Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of total investments as of December 31, 2015:

The Gabelli Utility Trust

 

Electric Integrated

     49.6

Natural Gas Utilities

     9.3

Cable and Satellite

     7.0

Telecommunications

     5.3

Water

     4.6

Natural Gas Integrated

     4.2

Global Utilities

     3.7

Wireless Communications

     3.4

U.S. Government Obligations

     3.3

Electric Transmission and Distribution

     2.5

Diversified Industrial

     1.2

Investment Companies

     1.1

Entertainment

     1.1

Merchant Energy

     1.0

Natural Resources

     0.6

Alternative Energy

     0.4

Transportation

     0.4

Aerospace

     0.3

Environmental Services

     0.3

Services

     0.2

Independent Power Producers and Energy Traders

     0.2

Communications Equipment

     0.2

Equipment and Supplies

     0.1

Agriculture

    

 

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 Utility Trust

Schedule of Investments — December 31, 2015

 

Shares

       

Cost

   

Market

Value

 
 

COMMON STOCKS — 96.7%

  

 

ENERGY AND UTILITIES — 77.9%

  

 

Alternative Energy — 0.4%

  

 
  20,000     

NextEra Energy Partners LP

  $ 496,712      $ 597,000   
  1,555     

Ormat Technologies Inc.

    68,688        56,836   
  12,000     

Ormat Technologies Inc., New York

    254,979        437,640   
   

 

 

   

 

 

 
      820,379        1,091,476   
   

 

 

   

 

 

 
 

Electric Integrated — 49.6%

  

 
  23,000     

ALLETE Inc.

    728,776        1,169,090   
  68,000     

Alliant Energy Corp.

    3,217,043        4,246,600   
  17,000     

Ameren Corp.

    560,038        734,910   
  70,000     

American Electric Power Co. Inc.

    3,416,066        4,078,900   
  36,666     

Avangrid Inc.†

    966,693        1,407,974   
  10,000     

Avista Corp.

    199,636        353,700   
  44,000     

Black Hills Corp.

    1,748,002        2,042,920   
  70,000     

Cleco Corp.

    3,779,951        3,654,700   
  95,000     

CMS Energy Corp.

    2,662,286        3,427,600   
  23,000     

Dominion Resources Inc.

    1,293,617        1,555,720   
  17,000     

DTE Energy Co.

    707,460        1,363,230   
  70,000     

Duke Energy Corp.

    4,675,124        4,997,300   
  75,000     

Edison International

    3,398,082        4,440,750   
  170,000     

El Paso Electric Co.

    3,150,342        6,545,000   
  1,000     

Emera Inc.

    21,639        31,242   
  3,000     

Entergy Corp.

    75,249        205,080   
  270,000     

Eversource Energy(a)

    9,063,398        13,788,900   
  82,000     

FirstEnergy Corp.

    3,564,459        2,601,860   
  163,000     

Great Plains Energy Inc.

    4,116,091        4,451,530   
  64,000     

Hawaiian Electric Industries Inc.

    2,089,104        1,852,800   
  90,000     

MGE Energy Inc.

    2,397,352        4,176,000   
  82,000     

NextEra Energy Inc.

    8,518,774        8,518,980   
  48,000     

NiSource Inc.

    397,800        936,480   
  100,000     

NorthWestern Corp.

    2,989,647        5,425,000   
  187,000     

OGE Energy Corp.

    2,254,437        4,916,230   
  30,000     

Otter Tail Corp.

    774,407        798,900   
  48,000     

PG&E Corp.

    1,280,160        2,553,120   
  102,000     

PNM Resources Inc.

    1,284,142        3,118,140   
  38,000     

Public Service Enterprise Group Inc.

    996,629        1,470,220   
  53,000     

SCANA Corp.

    2,082,531        3,205,970   
  110,000     

TECO Energy Inc.

    1,643,798        2,931,500   
  25,000     

The Empire District Electric Co.

    515,057        701,750   
  16,500     

Unitil Corp.

    427,366        592,020   
  44,000     

Vectren Corp.

    1,088,507        1,866,480   
  275,000     

WEC Energy Group Inc.

    8,787,211        14,110,250   
  227,000     

Westar Energy Inc.

    5,169,682        9,627,070   
  175,000     

Xcel Energy Inc.

    3,508,811        6,284,250   
   

 

 

   

 

 

 
        93,549,367        134,182,166   
   

 

 

   

 

 

 
 

Electric Transmission and Distribution — 2.5%

  

  45,000     

Consolidated Edison Inc.

    2,351,515        2,892,150   
  120,000     

Exelon Corp.

    3,241,573        3,332,400   

Shares

       

Cost

   

Market

Value

 
  22,500     

Pepco Holdings Inc.

  $ 449,918      $ 585,225   
   

 

 

   

 

 

 
      6,043,006        6,809,775   
   

 

 

   

 

 

 
 

Global Utilities — 3.7%

  

 
  8,000     

Areva SA†

    332,403        47,157   
  8,000     

Chubu Electric Power Co. Inc.

    189,551        110,654   
  133,000     

Electric Power Development Co. Ltd.

    3,799,231        4,785,765   
  27,000     

Endesa SA

    824,183        543,568   
  300,000     

Enel SpA

    1,862,753        1,268,896   
  494,900     

Hera SpA

    766,919        1,317,697   
  11,000     

Hokkaido Electric Power Co. Inc.†

    185,270        114,123   
  8,000     

Hokuriku Electric Power Co.

    146,449        119,473   
  3,000     

Huaneng Power International Inc., ADR

    81,590        102,900   
  41,000     

Korea Electric Power Corp., ADR†

    630,569        867,970   
  15,000     

Kyushu Electric Power Co. Inc.†

    202,018        165,606   
  3,000     

Niko Resources Ltd.†

    120,788        141   
  8,000     

Shikoku Electric Power Co. Inc.

    155,987        126,461   
  8,000     

The Chugoku Electric Power Co. Inc.

    150,761        106,494   
  16,000     

The Kansai Electric Power Co. Inc.†

    239,104        194,284   
  13,000     

Tohoku Electric Power Co. Inc.

    172,497        164,400   
   

 

 

   

 

 

 
         9,860,073           10,035,589   
   

 

 

   

 

 

 
 

Merchant Energy — 1.0%

  

 
  300,000     

GenOn Energy Inc., Escrow†

    0        0   
  280,000     

The AES Corp.(a)

    3,063,120        2,679,600   
   

 

 

   

 

 

 
      3,063,120        2,679,600   
   

 

 

   

 

 

 
 

Natural Gas Integrated — 4.2%

  

 
  2,000     

Devon Energy Corp.

    85,948        64,000   
  90,000     

Kinder Morgan Inc.

    3,238,704        1,342,800   
  132,000     

National Fuel Gas Co.

    4,547,827        5,643,000   
  168,000     

ONEOK Inc.

    2,063,283        4,142,880   
   

 

 

   

 

 

 
      9,935,762        11,192,680   
   

 

 

   

 

 

 
 

Natural Gas Utilities — 9.3%

  

 
  90,000     

AGL Resources Inc.

    3,904,465        5,742,900   
  28,000     

Atmos Energy Corp.

    696,786        1,765,120   
  25,000     

Chesapeake Utilities Corp.

    637,544        1,418,750   
  48,000     

Columbia Pipeline Group Inc.

    622,200        960,000   
  20,000     

CONSOL Energy Inc.

    581,841        158,000   
  25,219     

Corning Natural Gas Holding Co.

    284,308        406,656   
  59,000     

Delta Natural Gas Co. Inc.

    605,006        1,238,410   
  11,445     

Engie

    387,206        203,049   
  42,000     

ONE Gas Inc.

    327,426        2,107,140   
  34,000     

Piedmont Natural Gas Co. Inc.

    1,738,204        1,938,680   
  12,000     

RGC Resources Inc.

    128,344        252,600   
  115,000     

Southwest Gas Corp.

    4,542,336        6,343,400   
 

 

See accompanying notes to financial statements.

 

3


The Gabelli Utility Trust

Schedule of Investments (Continued) — December 31, 2015

 

 

Shares

        

Cost

    

Market

Value

 
 

COMMON STOCKS (Continued)

  

 

ENERGY AND UTILITIES (Continued)

  

 

Natural Gas Utilities (Continued)

  

  108,000     

Spectra Energy Corp.

   $ 2,959,543       $ 2,585,520   
  2,000     

The Laclede Group Inc.

     78,350         118,820   
    

 

 

    

 

 

 
         17,493,559           25,239,045   
    

 

 

    

 

 

 
 

Natural Resources — 0.6%

  

  
  5,000     

Anadarko Petroleum Corp.

     282,110         242,900   
  2,500     

Apache Corp.

     118,182         111,175   
  8,000     

Atlas Resource Partners LP

     28,022         8,240   
  32,000     

Compania de Minas Buenaventura SAA, ADR†

     360,262         136,960   
  10,000     

Exxon Mobil Corp.

     547,153         779,500   
  3,000     

Hess Corp.

     178,260         145,440   
  3,667     

Peabody Energy Corp.

     77,859         28,163   
  4,000     

Royal Dutch Shell plc, Cl. A, ADR

     237,320         183,160   
    

 

 

    

 

 

 
       1,829,168         1,635,538   
    

 

 

    

 

 

 
 

Services — 0.2%

  

  
  20,000     

ABB Ltd., ADR

     401,189         354,600   
  20,000     

Weatherford International plc†

     294,736         167,800   
    

 

 

    

 

 

 
       695,925         522,400   
    

 

 

    

 

 

 
 

Water — 4.6%

  

  
  27,000     

American States Water Co.

     941,480         1,132,650   
  25,000     

American Water Works Co. Inc.

     1,235,261         1,493,750   
  27,291     

Aqua America Inc.

     221,006         813,272   
  24,000     

Artesian Resources Corp., Cl. A

     397,537         664,800   
  40,000     

California Water Service Group

     682,912         930,800   
  7,000     

Connecticut Water Service Inc.

     136,955         266,070   
  48,000     

Middlesex Water Co.

     753,554         1,273,920   
  100,000     

Severn Trent plc

     2,763,670         3,209,352   
  85,000     

SJW Corp.

     1,617,678         2,520,250   
  9,000     

The York Water Co.

     108,269         224,460   
    

 

 

    

 

 

 
       8,858,322         12,529,324   
    

 

 

    

 

 

 
 

Diversified Industrial — 1.2%

  

  
  1,500     

Alstom SA†

     90,463         45,913   
  2,000     

AZZ Inc.

     75,347         111,140   
  100,000     

General Electric Co.

     2,495,500         3,115,000   
    

 

 

    

 

 

 
       2,661,310         3,272,053   
    

 

 

    

 

 

 
 

Environmental Services — 0.3%

  

  
  3,000     

Suez Environnement Co.

     0         56,272   
  30,000     

Veolia Environnement SA

     487,553         712,857   
    

 

 

    

 

 

 
       487,553         769,129   
    

 

 

    

 

 

 
 

Equipment and Supplies — 0.1%

  

  
  2,500     

Capstone Turbine Corp.†

     83,080         3,500   
  6,000     

Mueller Industries Inc.

     143,922         162,600   
    

 

 

    

 

 

 
       227,002         166,100   
    

 

 

    

 

 

 

Shares

        

Cost

    

Market

Value

 
 

Independent Power Producers and Energy Traders — 0.2%

  

  42,802     

NRG Energy Inc.

   $ 1,003,954       $ 503,780   
    

 

 

    

 

 

 
 

TOTAL ENERGY AND UTILITIES

       156,528,500           210,628,655   
    

 

 

    

 

 

 
 

COMMUNICATIONS — 15.9%

  

 

Cable and Satellite — 7.0%

  

  100,000     

Cablevision Systems Corp., Cl. A

     3,169,920         3,190,000   
  5,000     

Cogeco Cable Inc.

     105,008         223,206   
  20,000     

Cogeco Inc.

     389,461         740,767   
  58,000     

DISH Network Corp., Cl. A†

     2,968,387         3,316,440   
  10,000     

EchoStar Corp., Cl. A†

     280,860         391,100   
  4,000     

Internap Corp.†

     29,132         25,600   
  22,500     

Liberty Global plc, Cl. A†

     393,242         953,100   
  60,000     

Liberty Global plc, Cl. C†

     2,272,670         2,446,200   
  1,125     

Liberty Global plc LiLAC, Cl. A†

     16,385         46,541   
  3,000     

Liberty Global plc LiLAC, Cl. C†

     51,792         129,000   
  8,000     

Rogers Communications Inc., Cl. B

     119,139         275,680   
  10,000     

Sky plc

     126,759         163,932   
  100,900     

Telenet Group Holding NV†

     4,805,483         5,457,462   
  9,000     

Time Warner Cable Inc.

     964,064         1,670,310   
    

 

 

    

 

 

 
       15,692,302         19,029,338   
    

 

 

    

 

 

 
 

Communications Equipment — 0.2%

  

  
  200,000     

Furukawa Electric Co. Ltd.

     925,920         427,638   
  1,000     

QUALCOMM Inc.

     37,010         49,985   
    

 

 

    

 

 

 
       962,930         477,623   
    

 

 

    

 

 

 
 

Telecommunications — 5.3%

  

  
  88,760     

AT&T Inc.

     2,697,356         3,054,232   
  1,280     

BCE Inc., New York

     55,450         49,434   
  67     

BCE Inc., Toronto

     2,929         2,589   
  20,000     

BT Group plc, ADR

     313,502         692,200   
  20,000     

CenturyLink Inc.

     635,770         503,200   
  280,000     

Cincinnati Bell Inc.†

     1,037,262         1,008,000   
  43,000     

Deutsche Telekom AG, ADR

     678,352         768,840   
  11,800     

Global Telecom Holding SAE, GDR†

     53,385         15,340   
  200     

Hutchison Telecommunications Hong Kong Holdings Ltd.

     19         69   
  1,000     

Mobistar SA†

     14,151         24,267   
  37,000     

Nippon Telegraph & Telephone Corp.

     859,917         1,488,681   
  2,000     

Orange SA, ADR

     22,799         33,260   
  11,800     

Orascom Telecom Media and Technology Holding SAE, GDR†

     20,761         8,142   
  30,000     

Pharol SGPS SA†

     8,930         8,835   
  3,000     

Proximus SA

     97,094         97,808   
  2,000     

PT Indosat Tbk†

     1,061         798   
  15,000     

Sistema JSFC, GDR

     158,378         88,500   
  1,200     

Tele2 AB, Cl. B

     14,604         12,048   
 

 

See accompanying notes to financial statements.

 

4


The Gabelli Utility Trust

Schedule of Investments (Continued) — December 31, 2015

 

 

Shares

       

Cost

   

Market

Value

 
 

COMMON STOCKS (Continued)

  

 

COMMUNICATIONS (Continued)

  

 

Telecommunications (Continued)

  

  10,000     

Telefonica Deutschland Holding AG

  $ 52,947      $ 53,153   
  85,000     

Telekom Austria AG

    712,797        465,843   
  1,200     

Telesites SAB†

    911        783   
  24,000     

T-Mobile US Inc.†

    390,000        938,880   
  105,000     

Verizon Communications Inc.

    4,378,801        4,853,100   
  75,000     

VimpelCom Ltd., ADR

    720,805        246,000   
   

 

 

   

 

 

 
        12,927,981          14,414,002   
   

 

 

   

 

 

 
 

Wireless Communications — 3.4%

  

  1,200     

America Movil SAB de CV, Cl. L, ADR

    9,424        16,872   
  2,400,000     

Cable & Wireless Communications plc

    1,913,075        2,628,809   
  2,000     

China Mobile Ltd., ADR

    33,988        112,660   
  2,000     

China Unicom Hong Kong Ltd., ADR

    16,278        24,120   
  171     

M1 Ltd.

    210        328   
  24,000     

Millicom International Cellular SA, SDR

    1,964,592        1,383,175   
  1,154     

Mobile Telesystems PJSC

    6,303        3,320   
  11,250     

Mobile TeleSystems PJSC, ADR

    175,074        69,525   
  100,000     

NTT DoCoMo Inc.

    1,438,659        2,066,642   
  2,000     

SK Telecom Co. Ltd., ADR

    32,986        40,300   
  400     

SmarTone Telecommunications Holdings Ltd.

    207        609   
  25,000     

Turkcell Iletisim Hizmetleri A/S, ADR

    404,775        212,250   
  40,000     

United States Cellular Corp.†

    1,791,484        1,632,400   
  33,009     

Vodafone Group plc, ADR

    1,347,560        1,064,870   
   

 

 

   

 

 

 
      9,134,615        9,255,880   
   

 

 

   

 

 

 
 

TOTAL COMMUNICATIONS

    38,717,828        43,176,843   
   

 

 

   

 

 

 
 

OTHER — 2.9%

  

 

Aerospace — 0.3%

  

  100,000     

Rolls-Royce Holdings plc

    809,939        847,670   
  9,270,000     

Rolls-Royce Holdings plc, Cl. C†

    14,293        13,666   
   

 

 

   

 

 

 
      824,232        861,336   
 

Agriculture — 0.0%

  

  3,000     

Cadiz Inc.†

    30,211        15,780   
   

 

 

   

 

 

 
 

Entertainment — 1.1%

  

  130,000     

Vivendi SA

    3,886,366        2,805,786   
   

 

 

   

 

 

 
 

Investment Companies — 1.1%

  

  22,000     

Kinnevik Investment AB, Cl. A

    695,776        686,730   
  75,000     

Kinnevik Investment AB, Cl. B

    3,018,270        2,327,799   
   

 

 

   

 

 

 
      3,714,046        3,014,529   
   

 

 

   

 

 

 

Shares

       

Cost

   

Market

Value

 
 

Transportation — 0.4%

  

  25,000     

GATX Corp.

  $ 762,636      $ 1,063,750   
   

 

 

   

 

 

 
 

TOTAL OTHER

    9,217,491        7,761,181   
   

 

 

   

 

 

 
 

TOTAL COMMON STOCKS

    204,463,819        261,566,679   
   

 

 

   

 

 

 
 

WARRANTS — 0.0%

  

 

ENERGY AND UTILITIES — 0.0%

  

 

Natural Gas Integrated — 0.0%

  

  204,000     

Kinder Morgan Inc., expire 05/25/17†

    275,957        12,260   
   

 

 

   

 

 

 
 

COMMUNICATIONS — 0.0%

  

 

Wireless Communications — 0.0%

  

  16,000     

Bharti Airtel Ltd., expire 08/04/16†(b)

    76,395        82,329   
   

 

 

   

 

 

 
 

TOTAL WARRANTS

    352,352        94,589   
   

 

 

   

 

 

 

 

Principal

                 

Amount

                 
 

U.S. GOVERNMENT OBLIGATIONS — 3.3%

  

$  8,812,000     

U.S. Treasury Bills,
0.040% to 0.331%††,
01/07/16 to 06/23/16(c)

    8,803,813        8,803,493   
   

 

 

   

 

 

 
  TOTAL INVESTMENTS — 100.0%   $ 213,619,984        270,464,761   
   

 

 

   

Notional

Amount

       

Termination

Date

   

Unrealized
Depreciation

 
 

EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS

   

 
$       13,837     

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

    06/28/16        (171

 

   (9,270,000 Shares)

   
  888,127     

Rolls-Royce Holdings
plc(d)

    06/28/16        (40,457

 

   (100,000 Shares)

   
     

 

 

 
 

TOTAL EQUITY CONTRACT FOR DIFFERENCE SWAP AGREEMENTS

   

    (40,628
     

 

 

 
 

 

See accompanying notes to financial statements.

 

5


The Gabelli Utility Trust

Schedule of Investments (Continued) — December 31, 2015

 

 

         

Market

Value

 
Other Assets and Liabilities (Net)    $ 84,182   
PREFERRED STOCK
    
(1,154,188 preferred shares outstanding)
     (51,332,200
     

 

 

 
NET ASSETS — COMMON STOCK
    
(42,760,949 common shares outstanding)
   $ 219,176,115   
     

 

 

 
NET ASSET VALUE PER COMMON SHARE
    
($219,176,115 ÷ 42,760,949 shares outstanding)
   $ 5.13   
     

 

 

 

 

(a)

 

Securities, or a portion thereof, with a value of $6,558,600, are reserved and/or pledged with the custodian for current or potential holdings of swaps.

(b)

 

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2015, the market value of the Rule 144A security amounted to $82,329 or 0.03% of total investments.

(c)

 

At December 31, 2015, $1,000,000 of the principal amount was pledged as collateral for the equity contract for difference swap agreements.

(d)

 

At December 31, 2015, the Fund had entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc.

 

Non-income producing security.

††

 

Represents annualized yield at date of purchase.

ADR

 

American Depositary Receipt

GDR

 

Global Depositary Receipt

JSFC

 

Joint Stock Financial Corporation

PJSC

 

Public Joint Stock Company

SDR

 

Swedish Depositary Receipt

 

 

See accompanying notes to financial statements.

 

6


The Gabelli Utility Trust

 

Statement of Assets and Liabilities

December 31, 2015

 

Assets:

  

Investments, at value (cost $213,619,984)

   $ 270,464,761   

Cash

     2,799   

Receivable for investments sold

     2,579,606   

Dividends and interest receivable

     433,854   

Deferred offering expense

     85,213   

Prepaid expenses

     4,622   
  

 

 

 

Total Assets

     273,570,855   
  

 

 

 

Liabilities:

  

Foreign currency, at value (cost $58,551)

     58,551   

Distributions payable

     20,376   

Payable for investments purchased

     2,382,694   

Payable for investment advisory fees

     181,981   

Payable for payroll expenses

     46,296   

Payable for accounting fees

     7,500   

Payable for auction agent fees

     189,972   

Unrealized depreciation on swap contracts

     40,628   

Other accrued expenses

     134,542   
  

 

 

 

Total Liabilities

     3,062,540   
  

 

 

 

Preferred Shares:

  

Series A Cumulative Preferred Shares (5.625%, $25 liquidation value, $0.001 par value, 1,200,000 shares authorized with 1,153,288 shares issued and outstanding)

     28,832,200   

Series B Cumulative Preferred Shares (Auction Market, $25,000 liquidation value, $0.001 par value, 1,000 shares authorized with 900 shares issued and outstanding)

     22,500,000   
  

 

 

 

Total Preferred Shares

     51,332,200   
  

 

 

 

Net Assets Attributable to Common Shareholders

   $ 219,176,115   
  

 

 

 

Net Assets Attributable to Common Shareholders Consist of:

  

Paid-in capital

   $ 163,745,029   

Accumulated net investment loss

     (15,567

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

     (1,354,826

Net unrealized appreciation on investments

     56,844,777   

Net unrealized depreciation on swap contracts

     (40,628

Net unrealized depreciation on foreign currency translations

     (2,670
  

 

 

 

Net Assets

   $ 219,176,115   
  

 

 

 

Net Asset Value per Common Share:

  

($219,176,115 ÷ 42,760,949 shares outstanding at $0.001 par value; unlimited number of shares authorized)

     $5.13   

Statement of Operations

For the Year Ended December 31, 2015

 

Investment Income:

  

Dividends (net of foreign withholding taxes of $190,257)

   $ 8,825,855   

Interest

     23,604   
  

 

 

 

Total Investment Income

     8,849,459   
  

 

 

 

Expenses:

  

Investment advisory fees

     2,858,115   

Shareholder communications expenses

     191,804   

Shareholder services fees

     117,701   

Payroll expenses

     114,493   

Trustees’ fees

     110,500   

Legal and audit fees

     85,306   

Accounting fees

     45,000   

Custodian fees

     43,196   

Interest expense

     138   

Miscellaneous expenses

     127,552   
  

 

 

 

Total Expenses

     3,693,805   
  

 

 

 

Less:

  

Advisory fee reduction (See Note 3)

     (513,322

Expenses paid indirectly by broker (See Note 3)

     (4,074
  

 

 

 

Net Expenses

     3,176,409   
  

 

 

 

Net Investment Income

     5,673,050   
  

 

 

 

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

  

Net realized gain on investments

     12,304,813   

Net realized loss on swap contracts

     (466,883

Net realized loss on foreign currency transactions

     (36,187
  

 

 

 

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

     11,801,743   
  

 

 

 

Net change in unrealized appreciation/ depreciation:

  

on investments

     (34,184,404

on swap contracts

     (35,642

on foreign currency translations

     8,506   
  

 

 

 

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

     (34,211,540
  

 

 

 

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

     (22,409,797
  

 

 

 

Net Decrease in Net Assets Resulting from Operations

     (16,736,747
  

 

 

 

Total Distributions to Preferred Shareholders

     (1,990,939
  

 

 

 

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

   $ (18,727,686
  

 

 

 
 

 

See accompanying notes to financial statements.

 

7


The Gabelli Utility Trust

Statement of Changes in Net Assets Attributable to Common Shareholders

 

 

    

Year Ended
December 31, 2015

 

Year Ended
December 31, 2014

Operations:

        

Net investment income

     $ 5,673,050       $ 5,207,139  

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

       11,801,743         18,333,097  

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

       (34,211,540 )       10,958,871  
    

 

 

     

 

 

 

Net Increase/(Decrease) in Net Assets Resulting from Operations

       (16,736,747 )       34,499,107  
    

 

 

     

 

 

 

Distributions to Preferred Shareholders:

        

Net investment income

       (563,356 )       (388,571 )

Net realized gain

       (1,427,583 )       (1,603,286 )
    

 

 

     

 

 

 

Total Distributions to Preferred Shareholders

       (1,990,939 )       (1,991,857 )
    

 

 

     

 

 

 

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

       (18,727,686 )       32,507,250  
    

 

 

     

 

 

 

Distributions to Common Shareholders:

        

Net investment income

       (4,575,789 )       (4,153,329 )

Net realized gain

       (11,595,377 )       (17,137,102 )

Return of capital

       (9,279,908 )       (3,847,417 )
    

 

 

     

 

 

 

Total Distributions to Common Shareholders

       (25,451,074 )       (25,137,848 )
    

 

 

     

 

 

 

Fund Share Transactions:

        

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

       3,643,963         3,284,381  
    

 

 

     

 

 

 

Net Increase in Net Assets from Fund Share Transactions

       3,643,963         3,284,381  
    

 

 

     

 

 

 

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

       (40,534,797 )       10,653,783  

Net Assets Attributable to Common Shareholders:

        

Beginning of year

       259,710,912         249,057,129  
    

 

 

     

 

 

 

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

     $ 219,176,115       $ 259,710,912  
    

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

8


The Gabelli Utility Trust

Financial Highlights

 

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

 

   

Year Ended December 31,

 
    

2015

   

2014

   

2013

   

2012

   

2011

 

Operating Performance:

                   

Net asset value, beginning of year

             $ 6.16                 $ 5.98                 $ 5.48                 $ 5.69                 $ 5.33   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net investment income (a)

      0.13          0.13          0.14          0.15          0.15   

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

      (0.53       0.69          1.01          0.19          0.86   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total from investment operations

      (0.40       0.82          1.15          0.34          1.01   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Preferred Shareholders: (a)

                   

Net investment income

      (0.01       (0.01       (0.04       (0.02       (0.04

Net realized gain

      (0.03       (0.04       (0.01       (0.04       (0.02
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions to preferred shareholders

      (0.04       (0.05       (0.05       (0.06       (0.06
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

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

      (0.44       0.77          1.10          0.28          0.95   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Distributions to Common Shareholders:

                   

Net investment income

      (0.11       (0.11       (0.12       (0.14       (0.11

Net realized gain

      (0.27       (0.40       (0.42       (0.26       (0.07

Return of capital

      (0.22       (0.09       (0.06       (0.20       (0.42
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total distributions to common shareholders

      (0.60       (0.60       (0.60       (0.60       (0.60
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Fund Share Transactions:

                   

Increase in net asset value from common share transactions

      0.01          0.01          0.00 (b)        0.02          0.01   

Increase in net asset value from common shares issued in rights offering

                                 0.11            

Offering costs for issuance of rights charged to paid-in capital

                        0.00 (b)        (0.02         
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Total Fund share transactions

      0.01          0.01          0.00 (b)        0.11          0.01   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Net Asset Value Attributable to Common Shareholders, End of Year

    $ 5.13        $ 6.16        $ 5.98        $ 5.48        $ 5.69   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

NAV total return†

      (7.12 )%        13.87       20.99       4.56       16.90
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Market value, end of year

    $ 5.70        $ 7.32        $ 6.39        $ 6.16        $ 7.80   
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

Investment total return††

      (14.15 )%        25.32       14.13       (14.26 )%        33.67
   

 

 

     

 

 

     

 

 

     

 

 

     

 

 

 

 

See accompanying notes to financial statements.

 

9


The Gabelli Utility Trust

Financial Highlights (Continued)

 

 

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

 

     Year Ended December 31,  
      2015     2014     2013     2012     2011  

Ratios to Average Net Assets and Supplemental Data:

          

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

     $270,508        $311,044        $300,389        $277,069        $232,436   

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

     $219,176        $259,711        $249,057        $225,737        $181,104   

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

     2.41     2.06     2.36     2.84     2.72

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

     1.57 %(c)      1.59     1.55     1.75     1.92

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

     1.35 %(c)      1.59     1.55     1.59     1.92

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

     1.29 %(c)      1.32     1.28     1.36     1.48

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

     1.11 %(c)      1.32     1.28     1.23     1.48

Portfolio turnover rate

     9     17     16     3     1

Preferred Shares:

          

5.625% Series A Cumulative Preferred Shares

          

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

     $  28,832        $  28,832        $  28,832        $  28,832        $  28,832   

Total shares outstanding (in 000’s)

     1,153        1,153        1,153        1,153        1,153   

Liquidation preference per share

     $    25.00        $    25.00        $    25.00        $    25.00        $    25.00   

Average market value (d)

     $    25.55        $    25.14        $    25.25        $    26.00        $    25.47   

Asset coverage per share(e)

     $  131.74        $  151.49        $  146.30        $  134.94        $  113.20   

Series B Auction Rate Cumulative Preferred Shares

          

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

     $  22,500        $  22,500        $  22,500        $  22,500        $  22,500   

Total shares outstanding (in 000’s)

     1        1        1        1        1   

Liquidation preference per share

     $  25,000        $  25,000        $  25,000        $  25,000        $  25,000   

Liquidation value (f)

     $  25,000        $  25,000        $  25,000        $  25,000        $  25,000   

Asset coverage per share(e)

           $131,744              $151,486              $146,297              $134,939              $113,202   

Asset Coverage (g)

     527     606     585     540     453

 

For the years ended December 31, 2015, 2014, and 2013 based on net asset value per share, adjusted for reinvestment of distributions at NAV on the ex-dividend date. The years ended 2012 and 2011 were based on net asset value per share, adjusted for reinvestment of distributions at prices determined under the Fund’s dividend reinvestment plan, and adjustments for rights offerings.

††

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

(a)

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

(b)

Amount represents less than $0.005 per share.

(c)

The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the year ended December 31, 2015, there was no impact on the expense ratios.

(d)

Based on weekly prices.

(e)

Asset coverage per share is calculated by combining all series of preferred shares.

(f)

Since February 2008, the weekly auctions have failed. Holders that have submitted orders have not been able to sell any or all of their shares in the auction.

(g)

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

 

See accompanying notes to financial statements.

 

10


The Gabelli Utility Trust

Notes to Financial Statements

 

1. Organization. The Gabelli Utility Trust (the “Fund”) operates as a diversified closed-end management investment company organized as a Delaware statutory trust on February 25, 1999 and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Investment operations commenced on July 9, 1999.

The Fund’s primary objective is long term growth of capital and income. The Fund will invest 80% of its assets, under normal market conditions, in common stocks and other securities of foreign and domestic companies involved in providing products, services, or equipment for (i) the generation or distribution of electricity, gas, and water and (ii) telecommunications services or infrastructure operations (the “80% Policy”). The 80% Policy may be changed without shareholder approval. However, the Fund has adopted a policy to provide shareholders with notice at least sixty days prior to the implementation of any change in the 80% Policy.

2. Significant Accounting Policies. 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”). Investments in open-end investment companies are valued at each Underlying Fund’s NAV per share as of the report date.

Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

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

 

11


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

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

   

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

   

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

   

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities and other financial instruments by inputs used to value the Fund’s investments as of December 31, 2015 is as follows:

 

     Valuation Inputs     
      Level 1
 Quoted Prices 
   Level 2 Other Significant
Observable Inputs
  Level 3 Significant
Unobservable Inputs
   Total Market Value
at 12/31/15

INVESTMENTS IN SECURITIES:

                  

ASSETS (Market Value):

                  

Common Stocks:

                  

ENERGY AND UTILITIES

                  

Merchant Energy

     $ 2,679,600                $ 0        $ 2,679,600  

Natural Gas Utilities

       24,832,389        $ 406,656                  25,239,045  

Other Industries (a)

       182,710,010                           182,710,010  

COMMUNICATIONS

                  

Other Industries (a)

       43,176,843                           43,176,843  

OTHER

                  

Aerospace

       847,670          13,666                  861,336  

Other Industries (a)

       6,899,845                           6,899,845  

Total Common Stocks

       261,146,357          420,322         0          261,566,679  

Warrants (a)

       12,260          82,329                  94,589  

U.S. Government Obligations

                8,803,493                  8,803,493  

TOTAL INVESTMENTS IN SECURITIES – ASSETS

     $ 261,158,617        $ 9,306,144       $ 0        $ 270,464,761  

OTHER FINANCIAL INSTRUMENTS:*

                  

LIABILITIES (Unrealized Depreciation):

                  

EQUITY CONTRACT:

                  

Contract for Difference Swap Agreements

              $ (40,628 )              $ (40,628 )

TOTAL OTHER FINANCIAL INSTRUMENTS

              $ (40,628 )              $ (40,628 )

 

(a)

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

*

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

During the year ended December 31, 2015, the Fund had transfers of $518,251 or 0.20% of net assets as of December 31, 2014, from Level 1 to Level 2. Transfers from Level 1 to Level 2 are due to a decline in market

 

12


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

activity (e.g. frequency of trades), which resulted in a lack of available market inputs to determine price. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. 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 back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in a number of derivative financial instruments for the purposes of hedging or protecting its exposure to interest rate movements and movements in the securities markets, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.

 

13


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

Collateral requirements differ by type of derivative. Collateral requirements are set by the broker or exchange clearing house for exchange traded derivatives, while collateral terms are contract specific for derivatives traded over-the-counter. Securities pledged to cover obligations of the Fund under derivative contracts are noted in the Schedule of Investments. Cash collateral, if any, pledged for the same purpose will be reported separately in the Statement of Assets and Liabilities.

The Fund’s policy with respect to offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the master agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

The Fund’s derivative contracts held at December 31, 2015, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.

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

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

The Fund has entered into equity contract for difference swap agreements with The Goldman Sachs Group, Inc. Details of the swaps at December 31, 2015 are reflected within the Schedule of Investments and further details are as follows:

 

Notional    Equity Security    Interest Rate/    Termination   Net Unrealized

Amount

  

Received

  

Equity Security Paid

  

Date

 

Depreciation

   Market Value
Appreciation on:
   One month LIBOR plus 90 bps plus Market Value Depreciation on:       

$13,837  (9,270,000 Shares)

   Rolls-Royce Holdings plc, Cl. C    Rolls-Royce Holdings plc, Cl. C    06/28/16     $ (171 )

888,127  (100,000 Shares)

   Rolls-Royce Holdings plc    Rolls-Royce Holdings plc    06/28/16       (40,457 )
            

 

 

 
             $ (40,628 )
            

 

 

 

The Fund’s volume of activity in equity contract for difference swap agreements during the year ended December 31, 2015 had an average monthly notional amount of approximately $1,273,856.

 

14


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

At December 31, 2015, the Fund’s derivative liabilities (by type) are as follows:

    

Gross Amounts of
    Recognized Liabilities    

Presented in the
Statement of Assets

and Liabilities

  

Gross Amounts
Available for Offset

in the Statement of
  Assets and Liabilities  

  

Net Amount of

    Liabilities Presented in    

the Statement of

Assets and Liabilities

  

 

Liabilities

        

Equity Contract for Difference Swap Agreements

   $40,628    $—    $40,628

The following table presents the Fund’s derivative liabilities by counterparty net of the related collateral segregated by the Fund for the benefit of the counterparty as of December 31, 2015:

 

    Gross Amounts Not Offset in the Statement of Assets and Liabilities
 

 

   

Net Amounts of
Recognized Liabilities
Presented in the

Statement of Assets and

Liabilities

 

Financial

Instruments

 

Cash Collateral

Pledged

  Net Amount
 

 

Counterparty

       

The Goldman Sachs Group, Inc.

  $40,628   $(40,628)    

As of December 31, 2015, the value of equity contract for difference swap agreements can be found in the Statement of Assets and Liabilities under Liabilities, Unrealized depreciation on swap contracts. For the year ended December 31, 2015, the effect of equity contract for difference swap agreements can be found in the Statement of Operations, under Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency, Net realized loss on swap contracts and Net change in unrealized appreciation/depreciation on swap contracts.

Limitations on the Purchase and Sale of Futures Contracts, Certain Options, and Swaps. Subject to the guidelines of the Board, the Fund may engage in “commodity interest” transactions (generally, transactions in futures, certain options, certain currency transactions, and certain types of swaps) only for bona fide hedging or other permissible transactions in accordance with the rules and regulations of the Commodity Futures Trading Commission (“CFTC”). Pursuant to amendments by the CFTC to Rule 4.5 under the Commodity Exchange Act (“CEA”), the Adviser has filed a notice of exemption from registration as a “commodity pool operator” with respect to the Fund. The Fund and the Adviser are therefore not subject to registration or regulation as a commodity pool operator under the CEA. In addition, certain trading restrictions are now applicable to the Fund as of January 1, 2013. These trading restrictions permit the Fund to engage in commodity interest transactions that include (i) “bona fide hedging” transactions, as that term is defined and interpreted by the CFTC and its staff, without regard to the percentage of the Fund’s assets committed to margin and options premiums and (ii) non-bona fide hedging transactions, provided that the Fund does not enter into such non-bona fide hedging transactions if, immediately thereafter, either (a) the sum of the amount of initial margin deposits on the Fund’s existing futures positions or swaps positions and option or swaption premiums would exceed 5% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions, or (b) the aggregate net notional value of the Fund’s commodity interest transactions would not exceed 100% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions. Therefore, in order to claim the Rule 4.5 exemption, the Fund

 

15


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

is limited in its ability to invest in commodity futures, options, and certain types of swaps (including securities futures, broad based stock index futures, and financial futures contracts). As a result, in the future, the Fund will be more limited in its ability to use these instruments than in the past, and these limitations may have a negative impact on the ability of the Adviser to manage the Fund, and on the Fund’s performance.

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, 2015, the Fund’s pro rata portion of the periodic expenses charged by the Acquired Funds was less than 1 basis point.

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.

Restricted Securities. The Fund is not subject to an independent limitation on the amount it may invest in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities

 

16


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

is not as well assured as that of publicly traded securities, and accordingly the Board will monitor their liquidity. At December 31, 2015, the Fund held no restricted securities.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.” When cash balances are overdrawn, the Fund is charged an overdraft fee equal to 110% of the 90 day Treasury Bill rate on outstanding balances. This amount, if any, would be included in the Statement of Operations.

Distributions to Shareholders. Distributions to common shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, timing differences, and differing characterizations of distributions made by the Fund. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to recharacterization of distributions, net realized loss on foreign currency transactions, and reclassifications of gains on investments in swaps. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2015, reclassifications were made to increase undistributed net investment loss by $468,983 and to decrease distributions in excess of net realized gain on investments, swaps contracts, and foreign currency transactions by $488,893, with an offsetting adjustment to paid-in capital.

The Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the year. Distributions during the year may be made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long term capital gains. This may restrict the Fund’s ability to pass through to shareholders all of its net realized long term capital gains as a Capital Gain Dividend and may cause such gains to be treated as ordinary income, subject to the maximum federal income tax rate. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modification by the Board at any time.

 

17


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

Distributions to shareholders of the Fund’s 5.625% Series A Cumulative Preferred Shares (“Series A Preferred”) and Series B Auction Market Cumulative Preferred Shares (“Series B Preferred”) are recorded on a daily basis and are determined as described in Note 5.

The tax character of distributions paid during the years ended December 31, 2015 and 2014 was as follows:

 

       Year Ended
December 31, 2015
     Year Ended
December 31, 2014
       Common      Preferred      Common      Preferred

Distributions paid from:

                           

Ordinary income (inclusive of short term capital gains)

       $ 5,456,485          $ 671,784          $ 4,490,813          $ 420,143  

Net long term capital gains

         10,714,681            1,319,155            16,799,618            1,571,714  

Return of capital

         9,279,908                       3,847,417             
      

 

 

        

 

 

        

 

 

        

 

 

 

Total distributions paid

       $ 25,451,074          $ 1,990,939          $ 25,137,848          $ 1,991,857  
      

 

 

        

 

 

        

 

 

        

 

 

 

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.

At December 31, 2015, the components of accumulated earnings/losses on a tax basis were as follows:

 

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

     $ 55,451,462   

Other temporary differences*

       (20,376
    

 

 

 

Total

     $ 55,431,086   
    

 

 

 

 

*

Other temporary differences are primarily due to adjustments on preferred share class distribution payables and mark-to-market and accrual adjustments on investments in swap contracts.

The Fund is permitted to carry capital losses forward for an unlimited period. Capital losses that are carried forward will retain their character as either short term or long term capital losses.

At December 31, 2015, the differences between book basis and tax basis net unrealized appreciation on investments were primarily due to deferral of losses from wash sales for tax purposes.

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2015:

 

       Cost             Gross
Unrealized
Appreciation
            Gross
Unrealized
Depreciation
          Net Unrealized
Appreciation

Investments

     $215,010,625           $71,965,755           $(16,511,619)         $55,454,136

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended December 31, 2015, the Fund did not incur any income tax, interest, or penalties. As of December 31, 2015, the Adviser has reviewed all open tax years and concluded that there was no impact

 

18


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Agreements and Transactions with Affiliates. The Fund has entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, equal on an annual basis to 1.00% of the value of its average weekly net assets including the liquidation value of the preferred stock. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs. The Adviser has agreed to reduce the management fee on the incremental assets attributable to the Preferred Shares if the total return of the NAV of the common shares of the Fund, including distributions and advisory fee subject to reduction, does not exceed the stated dividend rate or corresponding swap rate of the Preferred Shares for the year.

The Fund’s total return on the NAV of the common shares is monitored on a monthly basis to assess whether the total return on the NAV of the common shares exceeds the stated dividend rate or corresponding swap rate of each particular series of Preferred Shares for the period. For the year ended December 31, 2015, the Fund’s total return on the NAV of the common shares did not exceed the stated dividend rate of Preferred Shares. Thus, advisory fees with respect to the liquidation value of the Preferred assets was reduced by $513,322.

During the year ended December 31, 2015, the Fund paid brokerage commissions on security trades of $8,567 to G.research, LLC, an affiliate of the Adviser.

During the year ended December 31, 2015, 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 $4,074.

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, 2015, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser). For the year ended December 31, 2015, the Fund paid or accrued $114,493 in payroll expenses in the Statement of Operations.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $6,000 plus $1,500 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 $1,000 per meeting attended, the Audit Committee Chairman receives an annual fee of $3,000, the Nominating Committee Chairman and the Lead Trustee each receive an annual fee of $2,000. 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.

 

19


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

4. Portfolio Securities. Purchases and sales of securities during the year ended December 31, 2015, other than short term securities and U.S. Government obligations, aggregated $25,151,067 and $33,968,438, respectively.

5. Capital. The Fund is authorized to issue an unlimited number of shares of beneficial interest (par value $0.001). The Board has authorized the repurchase of its common shares on the open market when the shares are trading at a discount of 10% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the years ended December 31, 2015 and the year ended 2014, the Fund did not repurchase any common shares of beneficial interest in the open market.

Transactions in shares of beneficial interest were as follows:

     Year Ended
December 31, 2015
     Year Ended
December 31, 2014
 
     Shares      Amount      Shares      Amount  

Net increase from common shares issued upon reinvestment of distributions

     596,586       $ 3,643,963         493,035       $ 3,284,381   

The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of shares of $0.001 par value 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 shares of the Preferred Shares are cumulative. The Fund is required by the 1940 Act and by the Statement of Additional Information 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 Series A and Series B Preferred at a redemption price of $25 and $25,000, respectively, per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.

The Fund may redeem at anytime, in whole or in part, the Series A Preferred and Series B Preferred at the redemption price. During the years ended December 31, 2015 and 2014, the Fund did not repurchase any shares of Series A Preferred or Series B Preferred.

The Series B Preferred dividend rates, as set by the auction process that is generally held every seven days, are expected to vary with short term interest rates. Since February 2008, the number of Series B Preferred subject to bid orders by potential holders has been less than the number of Series B Preferred subject to sell orders. Therefore, the weekly auctions have failed, and the dividend rate since then has been the maximum rate. Holders that have submitted sell orders have not been able to sell any or all of the Series B Preferred for which they have submitted sell orders. The current maximum rate is 150 basis points greater than the seven day Telerate/British Bankers Association LIBOR rate on the day of such auction. Existing shareholders may submit an order to hold, bid, or sell such shares on each auction date. Shareholders of the Series B Preferred may also trade their shares in the secondary market.

 

20


The Gabelli Utility Trust

Notes to Financial Statements (Continued)

 

 

The following table summarizes Cumulative Preferred Stock information:

 

Series    Issue Date    Issued/
Authorized
   Number of Shares
Outstanding at
12/31/2015
   Net Proceeds    2015 Dividend
Rate Range
  Dividend
Rate at
12/31/2015
  Accrued
Dividend at
12/31/2015

A 5.625%

       July 31, 2003          1,200,000          1,153,288          $28,895,026      Fixed Rate   5.625%       $18,020    

B Auction Market

       July 31, 2003          1,000          900          24,590,026      1.633% to 1.890%   1.885%       2,356    

The holders of Preferred Shares 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 Shares 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 shares, voting as a single class, will be required to approve any plan of reorganization adversely affecting the preferred shares, 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 shares 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. Industry Concentration. Because the Fund primarily invests in common stocks and other securities of foreign and domestic companies in the utility industry, its portfolio may be subject to greater risk and market fluctuations than a portfolio of securities representing a broad range of investments.

7. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

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

 

21


The Gabelli Utility Trust

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

The Gabelli Utility Trust:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets attributable to common shareholders and the financial highlights present fairly, in all material respects, the financial position of The Gabelli Utility Trust (hereafter referred to as the “Fund”) at December 31, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2015 by correspondence with the custodian, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 26, 2016

 

22


The Gabelli Utility 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 Utility 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 Trustee4

INTERESTED TRUSTEES3 :        

Mario J. Gabelli, CFA

Trustee and Chief

Investment Officer

Age: 73

  Since 1999*   29   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.; Chief Executive Officer and Chairman of the Board 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); Director of RLJ Acquisition Inc. (blank check company) (2011-2012)

John D. Gabelli

Trustee

Age: 71

  Since 1999***   10   Senior Vice President of G.research, LLC  
INDEPENDENT TRUSTEES5 :        

Anthony J. Colavita

Trustee

Age: 80

  Since 1999**   36  

President of the law firm of

Anthony J. Colavita, P.C.

 

James P. Conn

Trustee

Age: 77

  Since 1999***   22   Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings Ltd. (1992-1998)  

Vincent D. Enright

Trustee

Age: 72

  Since 1999*   16   Former Senior Vice President and Chief Financial Officer of KeySpan Corp. (public utility) (1994-1998)  

Director of Echo Therapeutics, Inc. (therapeutics and diagnostics) (2008-2014);

Director of LGL Group, Inc. (diversified manufacturing) (2011-2014)

Frank J. Fahrenkopf Jr.

Trustee

Age: 76

  Since 1999**   9   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)

Robert J. Morrissey

Trustee

Age: 76

  Since 1999**   6  

Partner in the law firm of Morrissey,

Hawkins & Lynch

  Chairman of the Board, Belmont Savings Bank

Kuni Nakamura

Trustee

Age: 47

  Since 2012*   16   President of Advanced Polymer, Inc. (chemical manufacturing company); President of KEN Enterprises, Inc. (real estate)  

Anthony R. Pustorino

Trustee

Age: 90

  Since 1999***   13   Certified Public Accountant; Professor Emeritus, Pace University   Director of LGL Group, Inc. (diversified manufacturing) (2004-2011)

 

23


The Gabelli Utility Trust

Additional Fund Information (Continued) (Unaudited)

 

 

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 Trustee4

Salvatore J. Zizza

Trustee

Age: 70

  Since 1999**   30   President of Zizza & Associates Corp. (financial consulting); 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); Director, Chairman, and CEO of General Employment Enterprises (staffing services) (2009-2012)

 

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: 64

   Since 2003      Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of several registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since 2008; Director of Teton Advisors, Inc., 1998-2012; Chairman of Teton Advisors, Inc., 2008-2010; President of Teton Advisors, Inc., 1998-2008

Andrea R. Mango

Vice President and Secretary

Age: 43

   Since 2013      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; Vice President and Counsel of Deutsche Bank, 2006-2011

Agnes Mullady

Treasurer

Age: 57

   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; Officer of all of the registered investment companies within the Gabelli/GAMCO Fund Complex

Richard J. Walz

Chief Compliance Officer

Age: 56

   Since 2013      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; Chief Compliance Officer of Cutwater Asset Management, 2004-2011

David I. Schachter

Vice President and Ombudsman

Age: 62

   Since 1999      Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President of Gabelli Funds, LLC since 2015

 

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 2016 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

    **  

—  Term expires at the Fund’s 2017 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

    ***  

—  Term expires at the Fund’s 2018 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

 

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

3

 

“Interested person” of the Fund as defined in the 1940 Act. Messrs. Gabelli are each considered an “interested person” because of their affiliation with Gabelli Funds, LLC which acts as the Fund’s investment adviser. Mario J. Gabelli and John D. Gabelli are brothers.

4

 

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.

5

 

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

 

24


THE GABELLI UTILITY TRUST

INCOME TAX INFORMATION (Unaudited)

December 31, 2015

Cash Dividends and Distributions

 

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

Common Stock

  

                        
       01/23/15           01/15/15           $0.05000           $0.01080           $0.02100           $0.01820           $6.02000   
       02/20/15           02/12/15           0.05000           0.01080           0.02100           0.01820           6.05000   
       03/24/15           03/17/15           0.05000           0.01080           0.02100           0.01820           5.59000   
       04/23/15           04/16/15           0.05000           0.01080           0.02100           0.01820           5.78000   
       05/21/15           05/14/15           0.05000           0.01080           0.02100           0.01820           5.59000   
       06/23/15           06/16/15           0.05000           0.01080           0.02100           0.01820           5.41000   
       07/24/15           07/17/15           0.05000           0.01080           0.02100           0.01820           5.43000   
       08/24/15           08/17/15           0.05000           0.01080           0.02100           0.01820           5.50000   
       09/23/15           09/16/15           0.05000           0.01080           0.02100           0.01820           5.04000   
       10/23/15           10/16/15           0.05000           0.01080           0.02100           0.01820           5.35000   
       11/20/15           11/13/15           0.05000           0.01080           0.02100           0.01820           5.17000   
       12/18/15           12/11/15           0.05000           0.01080           0.02100           0.01820           4.97000   
              

 

 

      

 

 

      

 

 

      

 

 

      
                 $0.60000           $0.12960           $0.25200           $0.21840        

5.625% Series A Cumulative Preferred Shares

   

                        
       03/26/15           03/19/15           $0.35156           $0.11872           $0.23284             
       06/26/15           06/19/15           0.35156           0.11872           0.23284             
       09/28/15           09/21/15           0.35156           0.11872           0.23284             
       12/28/15           12/18/15           0.35156           0.11872           0.23284             
              

 

 

      

 

 

      

 

 

           
                 $1.40625           $0.47490           $0.93135             

A Form 1099-DIV has been mailed to all shareholders of record which sets forth specific amounts to be included in your 2015 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 fiscal year ended December 31, 2015 were $12,033,836, or the maximum amount.

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

In 2015, the Fund paid to common and 5.625% Series A Cumulative Preferred shareholders ordinary income dividends of $0.12960 and $0.47489 per share, respectively. For 2015, 100% 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 0.12% of ordinary income distribution was qualified interest income and 6.42% of ordinary income distribution was qualified short term capital gain. The percentage of ordinary income dividends paid by the Fund during 2015 derived from U.S. Government securities was 0.10%. 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 2015. The percentage of U.S. Government securities held as of December 31, 2015 was 3.3%.

 

25


THE GABELLI UTILITY TRUST

INCOME TAX INFORMATION (Unaudited) (Continued)

December 31, 2015

 

Historical Distribution Summary

 

     Investment
    Income (b)    
     Short Term
Capital
      Gains (b)      
         Long Term    
Capital

Gains
     Return of
     Capital (c)     
     Total
    Distributions    
(a)
         Adjustment    
to Cost
Basis (d)
 

Common Stock

  

        

2015

     $    0.10800         $    0.02160         $    0.25200         $0.21840         $        0.60000         $0.21840   

2014

     0.09960         0.00804         0.40104         0.09132         0.60000         0.09132   

2013

     0.14232         0.00576         0.39180         0.06012         0.60000         0.06012   

2012

     0.13920                 0.26520         0.19560         0.60000         0.19560   

2011

     0.11520         0.05880         0.01080         0.41520         0.60000         0.41520   

2010

     0.07788                         0.64212         0.72000         0.64212   

2009

     0.07596                         0.64404         0.72000         0.64404   

2008

     0.10716         0.00360         0.04212         0.56712         0.72000         0.56712   

2007

     0.15458         0.03985         0.28795         0.23762         0.72000         0.23762   

2006

     0.15750         0.03900         0.52350                 0.72000           

5.625% Series A Cumulative Preferred Stock

  

        

2015

     $    0.39725         $    0.07765         $    0.93135                 $        1.40625           

2014

     0.27528         0.02227         1.10870                 1.40625           

2013

     0.37067         0.01489         1.02069                 1.40625           

2012

     0.48293                 0.92332                 1.40625           

2011

     0.87922         0.44909         0.07794                 1.40625           

2010

     1.40625                                 1.40625           

2009

     1.40625                                 1.40625           

2008

     0.98590         0.03309         0.38726                 1.40625           

2007

     0.44768         0.11663         0.84194                 1.40625           

2006

     0.30694         0.07589         1.02342                 1.40625           

Series B Auction Market Cumulative Preferred Stock

  

        

2015

                                               

2014

     $ 80.26781         $    6.49443         $323.28776                 $  410.05000           

2013

     110.25405         4.42978         303.60617                 418.29000           

2012

     137.82644                 263.51356                 401.34000           

2011

     228.93287         116.93418         20.29295                 366.16000           

2010

     381.65000                                 381.65000           

2009

     388.12000                                 388.12000           

2008

     663.22018         22.26115         260.50866                 945.99000           

2007

     426.72648         111.17336         802.52016                 1,340.42000           

2006

     266.52830         65.89950         888.68220                 1,221.11000           

 

(a) Total amounts may differ due to rounding.

(b) Taxable as ordinary income.

(c) Non-taxable.

(d) Decrease in cost basis.

 

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

 

26


THE GABELLI UTILITY TRUST

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

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

 

 

 

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. 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 “Specialized 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 “Specialized 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 “XGUTX.”

 

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 10% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.

 


THE GABELLI UTILITY 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 &

Chief Executive Officer,

GAMCO Investors, Inc.

Chairman and

Chief Executive Officer,

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.

 

Vincent D. Enright

Former Senior Vice President &

Chief Financial Officer,

KeySpan Corp.

 

Frank J. Fahrenkopf, Jr.

Former President &

Chief Executive Officer,

American Gaming Association

 

John D. Gabelli

Senior Vice President,

G.research, LLC

 

Robert J. Morrissey

Partner,

Morrissey, Hawkins & Lynch

 

Kuni Nakamura

President,

Advanced Polymer, Inc.

 

Anthony R. Pustorino

Certified Public Accountant,

Professor Emeritus,

Pace University

 

Salvatore J. Zizza

Chairman,

Zizza & Associates Corp.

    

Bruce N. Alpert

President

 

Andrea R. Mango

Secretary & Vice President

 

Agnes Mullady

Treasurer

 

Richard J. Walz

Chief Compliance Officer

 

David I. Schachter

Vice President & Ombudsman

 

INVESTMENT ADVISER

 

Gabelli Funds, LLC

One Corporate Center

Rye, New York 10580-1422

 

CUSTODIAN

 

The Bank of New York Mellon

 

COUNSEL

 

Willkie Farr & Gallagher LLP

 

TRANSFER AGENT AND REGISTRAR

 

Computershare Trust Company, N.A.

 

 

GUT Q4/2015

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 Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

 

  (a)

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $34,774 for 2014 and $35,817 for 2015.

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 2014 and $0 for 2015. 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 $3,880 for 2014 and $3,996 for 2015. 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 2014 and $0 for 2015.

 

(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) N/A

 

  (f)

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


  (g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2014 and $0 for 2015.

 

  (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, Vincent D. Enright, Anthony R. Pustorino.

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.


SECTION HH

The Voting of Proxies on Behalf of Clients

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

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

 

  I.

Proxy Voting Committee

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

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

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-1


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

 

  A.

Conflicts of Interest.

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

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

 

  B.

Operation of Proxy Voting Committee

For matters submitted to the Committee, each member of the Committee will receive, prior to the meeting, a copy of the proxy statement, any relevant third party research, a summary of any views provided by the Chief Investment Officer and any recommendations by G.research, Inc. analysts. The Chief Investment Officer or the G.research, Inc. analysts may be invited to present their viewpoints. If the Director of Proxy Voting Services or the Legal Department believe that the matter before the

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-2


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

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

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

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

 

  II.

Social Issues and Other Client Guidelines

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

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-3


  III.

Client Retention of Voting Rights

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

- Operations

- Proxy Department

- Investment professional assigned to the account

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

 

  IV.

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. 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.

 

  V.

Voting Records

The Proxy Voting Department will retain a record of matters voted upon by the Advisers for their clients. The Advisers will supply information on how they voted a client’s proxy upon request from the client.

The complete voting records for each registered investment company (the “Fund”) that is managed by the Advisers 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 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 Gabelli Funds, LLC at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-4


The Advisers’ proxy voting records will be retained in compliance with Rule 204-2 under the Investment Advisers Act.

 

  VI.

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:

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.

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-5


   

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.

 

 

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 – January 15, 2015

INTERNAL USE ONLY

HH-6


Appendix A

Proxy Guidelines

PROXY VOTING GUIDELINES

General Policy Statement

It is the policy of GAMCO Investors, Inc, and its affiliated advisers (collectively “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 shareholder votes

 

Qualifications

 

Nominating committee in place

 

Number of outside directors on the board

 

Attendance at meetings

 

Overall performance

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-7


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

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-8


 

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

 

Amount of additional stock to be authorized and its dilutive effect

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

Confidential Ballot

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

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

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

Cumulative Voting

In general, we support cumulative voting.

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

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

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

Director Liability and Indemnification

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

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-9


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.

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.

 

Revised – January 15, 2015

INTERNAL USE ONLY

HH-10


Limit Shareholders’ Rights to Call Special Meetings

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

Consideration of Nonfinancial Effects of a Merger

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

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

Reviewed on a case-by-case basis.

Mergers, Buyouts, Spin-Offs, Restructurings

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

Military Issues

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

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

Northern Ireland

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


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

Opt Out of State Anti-Takeover Law

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

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

 

 

State of Incorporation

 

Management history of responsiveness to shareholders

 

Other mitigating factors

 

Poison Pill

In general, we do not endorse poison pills.

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

Reincorporation

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

Stock 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.

 

The successful steps taken by management to maximize shareholder value.

Supermajority Vote Requirements

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

Limit Shareholders Right to Act by Written Consent

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

Reviewed on a case-by-case basis.

“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.


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

PORTFOLIO MANAGER

Mario J. Gabelli, CFA, is Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Associated Capital Group, Inc., and Chief Investment Officer – Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management 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.

MANAGEMENT OF OTHER ACCOUNTS

The table below shows the number of other accounts managed by Mario J. Gabelli and the total assets in each of the following categories: registered investment companies, other paid investment vehicles and other accounts as of December 31, 2015. 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:
    
  24   21.1B   5   4.1B
     Other Pooled
Investment
Vehicles:
    
  29     900.5M     18   795.6M
     Other
Accounts:
    
  1,634   15.1B   20   1.7B

POTENTIAL CONFLICTS OF INTEREST

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

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

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

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

OWNERSHIP OF SHARES IN THE FUND

Mario J. Gabelli owned over $1,000,000 of shares of the Trust as of December 31, 2015.

(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

07/01/15

through

07/31/15

  

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 – 42,483,435

 

Preferred Series A – 1,153,288

 

Month#2

08/01/15

through

08/31/15

  

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 – 42,536,723

 

Preferred Series A – 1,153,288

 

Month#3

09/01/15

through

09/30/15

  

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 – 42,593,782

 

Preferred Series A – 1,153,288

 

Month#4

10/01/15

through

10/31/15

  

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 – 42,648,400

 

Preferred Series A – 1,153,288

 

Month#5

11/01/15

through

11/30/15

  

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 – 42,703,735

 

Preferred Series A – 1,153,288

 

Month#6

12/01/15

through

12/31/15

  

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 – 42,760,949

 

Preferred Series A – 1,153,288

 

Total

  

Common – N/A

 

Preferred Series A - N/A

  

Common – N/A

 

Preferred Series A - N/A
    

  

Common – N/A

 

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 10% or more from the net asset value of the shares.


 

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

c.

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

d.

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

e.

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

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

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

Item 11. Controls and Procedures.

 

  (a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

  (b)

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

Item 12. Exhibits.

 

  (a)(1)

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

 

  (a)(2)

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

 

  (a)(3)

Not applicable.


      (b)

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

(12.other) Not applicable.


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

   Bruce N. Alpert, Principal Executive Officer

Date      3/9/2016                                                                                                                           

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

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

   Bruce N. Alpert, Principal Executive Officer

Date      3/9/2016                                                                                                                          
By (Signature and Title)* /s/ Agnes Mullady                                                                          

   Agnes Mullady, Principal Financial Officer and Treasurer

Date      3/9/2016                                                                                                                           

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