Proxy Voting Policies and Procedures

 

GAMCO Investors, Inc. through its subsidiaries (the "Advisers") acts as investment adviser to mutual funds, institutional and individual investors. The Advisers include Gabelli Funds, LLC, Teton Advisors, Inc. and GAMCO Asset Management Inc. (separate accounts). The Advisers generally have voting discretion over the securities held in their clients' accounts unless a client wishes to vote its own proxies. It is the policy of the Advisers to vote neither for nor against management, but in the best interests of shareholders. To this effect, the Advisers have published a "Magna Carta of Shareholders Rights" in 1988, which is reprinted below. The Advisers have incorporated this Magna Carta into its proxy voting policies and procedures ("Proxy Voting Policy"), which are available upon written request to GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580, Attn: Proxy Voting Department.

Normally, the Advisers exercise proxy voting discretion on particular types of proposals in accordance with guidelines (the "Proxy Guidelines") set forth in the Proxy Voting Policy. The Proxy Guidelines address, for example, proposals to elect the board of directors, to classify the board of directors, to select auditors, to issue blank check preferred stock, to use confidential ballots, to eliminate cumulative voting, to require shareholder ratification of poison pills, to support fair price provisions, to require a supermajority shareholder vote for charter or bylaw amendments, to provide for director and officer indemnification and liability protection, to increase the number of authorized shares of common stock, to allow greenmail, to limit shareholders' rights to call special meetings, to consider non-financial effects of a merger, to limit shareholders' right to act by written consent, to approve executive and director compensation plans (including golden parachutes), to limit executive and director pay, to approve stock option plans, to opt in or out of state takeover statutes and to approve mergers, acquisitions, corporate restructuring, spin-offs, buyouts, assets sales or liquidations.

A Proxy Committee comprised of senior representatives of the Advisers has the responsibility for the content, interpretation and application of the Proxy Guidelines. 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, LLC, 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 issuer's board of directors but is consistent with the Proxy Guidelines. In those instances, the Director of Proxy Voting Services or the Chairman of the Committee may sign and date the proxy statement indicating how each issue will be voted.

All matters identified by the Chairman of the Committee, the Director of Proxy Voting Services or the Advisers' Legal Department as controversial, taking into account the recommendations of ISS or other third party services and the analysts of G.research, LLC, 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 any of the Advisers and the clients of any of the Advisers, 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.

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 of the Advisers and any recommendations by G.research, LLC analysts. The Chief Investment Officer or the G.research, LLC analysts may be invited to present their viewpoints. If the Advisers' Legal Department believes that the matter before the Committee is one with respect to which a conflict of interest may exist between the Adviser and its clients, legal counsel may provide an opinion to the Committee concerning the conflict. If legal counsel advises that the matter is one in which the interests of some clients may diverge from those of other clients or of the Advisers, the Committee may make different recommendations as to different clients. For any matters where the recommendation may trigger appraisal rights, counsel may advise 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 break the tie. The Committee will notify the proxy department of its decisions and the proxies will be voted accordingly.


Magna Carta of Shareholder Rights