FINANCIAL STATEMENTS
The Funds unaudited financial statements as of and for the six months ended June 30, 2019 should be read in conjunction with the
audited financial statements of the Fund and the Notes thereto included in the annual report to the Funds shareholders for the fiscal year ended December 31, 2018. The audited annual financial statements of the Fund are incorporated by
reference into the Statement of Additional Information and the unaudited semiannual financial statements of the Fund are incorporated by reference into this prospectus supplement. Portions of the Funds annual report and semiannual report other
than the financial statements and related footnotes thereto are not incorporated into, and do not form a part of, this prospectus supplement, the accompanying prospectus or the Statement of Additional Information.
S-10
BASE PROSPECTUS dated May 28, 2019
GAMCO Global Gold, Natural Resources & Income Trust
$500,000,000
Common Shares of Beneficial Interest
Preferred Shares of Beneficial Interest
Important Note.
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request
paper copies of the reports. Instead, the reports will be made available on the Funds website (https://gabelli.com/), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you
already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports in paper free of charge, please contact your financial intermediary, or,
if you invest directly with the Fund, you may call 800-422-3554 or send an email request to info@gabelli.com. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or
all funds held within the fund complex if you invest directly with the Fund.
Investment Objectives. The
GAMCO Global Gold, Natural Resources & Income Trust (the Fund) is a non-diversified, closed-end management investment company registered under the Investment Company Act
of 1940, as amended. The Funds primary investment objective is to provide a high level of current income. The Funds secondary investment objective is to seek capital appreciation consistent with the Funds strategy and its primary
objective. The Funds investment adviser is Gabelli Funds, LLC (the Investment Adviser). An investment in the Fund is not appropriate for all investors.
Under normal market conditions, the Fund will attempt to achieve its objectives by investing at least 80% of its assets in equity securities of companies principally engaged in the gold industry and the
natural resources industries. The Fund will invest at least 25% of its assets in the equity securities of companies principally engaged in the gold industry, which includes companies principally engaged in the exploration, mining, fabrication,
processing, distribution or trading of gold or the financing, managing, controlling or operating of companies engaged in gold-related activities. In addition, the Fund will invest at least 25% of its assets in the equity securities of
companies principally engaged in the group of industries that constitute the natural resources industries, which include companies principally engaged in the exploration, production or distribution of natural resources, such as gas, oil, paper, food
and agriculture, forestry products, metals (other than gold) and minerals as well as related transportation companies and equipment manufacturers. The Fund may invest in the securities of companies located anywhere in the world and under normal
conditions will invest at least 40% of its assets in the securities of issuers located in at least three countries other than the United States. The Fund may invest up to 10% of its total assets in securities rated below investment grade by
recognized statistical rating agencies or unrated securities of comparable quality, including securities of issuers in default, which are likely to have the lowest rating. These securities, which may be preferred shares or debt, are predominantly
speculative and involve major risk exposure to adverse conditions. Securities that are rated lower than BBB by S&P, or lower than Baa by Moodys or unrated securities considered by the Investment Adviser to be of
comparable quality, are commonly referred to as junk bonds or high yield securities. As part of its investment strategy, the Fund intends to generate gains through an option strategy of writing (selling) covered call
options on equity securities in its portfolio. When the Fund sells a covered call option, it generates gains in the form of the premium paid by the buyer of the call option, but the Fund forgoes the opportunity to participate in any increase in the
value of the underlying equity security above the exercise price of the option. See Investment Objectives and Policies.
We may offer, from time to time, in one or more offerings, our common shares or preferred shares, each having a par value of $0.001 per share (together, shares). Shares may be offered at
prices and on terms to be set forth in one or more supplements to this Prospectus (each a Prospectus Supplement). You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our shares.
Our shares may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or
through underwriters or dealers. The Prospectus Supplement relating to the offering will identify
any agents or underwriters involved in the sale of our shares, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters,
or among our underwriters, or the basis upon which such amount may be calculated. The Prospectus Supplement relating to any sale of preferred shares will set forth the liquidation preference and information about the dividend period, dividend rate,
any call protection or non-call period and other matters. We may not sell any of our shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our shares.
Our common shares are listed on the NYSE American LLC (NYSE American) under the symbol GGN. Our 5.00% Series B Cumulative Preferred Shares are listed on the NYSE American under the symbol GGN PrB. On May 24,
2019, the last reported sale price of our common shares was $4.36. The net asset value of the Funds common shares at the close of business on May 24, 2019 was $4.18 per share. Shares of closed-end funds can trade at a discount
from net asset value. This creates a risk of loss for an investor purchasing shares in a public offering.
Investing in
the Funds shares involves risks. See Risk Factors and Special Considerations beginning on page 31, Risk Factors and Special ConsiderationsRisks Associated with Covered Calls and Other Option Transactions on
page 33, Risk Factors and Special ConsiderationsLeverage Risk on page 34, and Risk Factors and Special ConsiderationsSpecial Risks of Derivative Transactions on page 42 for factors that should be considered before
investing in shares of the Fund, including risks related to a leveraged capital structure and the Funds use of options and other derivatives.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This Prospectus may not be used to consummate sales of shares by us
through agents, underwriters, or dealers unless accompanied by a Prospectus Supplement.
This Prospectus, together with an
applicable Prospectus Supplement, sets forth concisely the information about the Fund that a prospective investor should know before investing. You should read this Prospectus, together with an applicable Prospectus Supplement, which contains
important information about the Fund, before deciding whether to invest in the shares, and retain it for future reference. A Statement of Additional Information, dated May 28, 2019 containing additional information about the Fund, has been filed
with the Securities and Exchange Commission and is incorporated by reference in its entirety into this Prospectus. You may request a free copy of our annual and semiannual reports, request a free copy of the Statement of Additional Information, the
table of contents of which is on page 74 of this Prospectus, or request other information about us and make shareholder inquiries by calling (800) GABELLI (422-3554) or by writing to the Fund. You may also obtain a copy of the Statement of
Additional Information (and other information regarding the Fund) from the Securities and Exchange Commissions website (http://www.sec.gov). Our annual and semiannual reports are also available on our website (www.gabelli.com). The Statement
of Additional Information is only updated in connection with an offering and is therefore not available on the Funds website.
Our shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other government agency.
You should rely only on the information
contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Fund has not authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any state
where the offer or sale is not permitted. You should not assume that the information contained in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date of this Prospectus or the date of the
applicable Prospectus Supplement.
TABLE OF CONTENTS
i
PROSPECTUS SUMMARY
This is only a summary. This summary may not contain all of the information that you should consider before investing in our shares.
You should review the more detailed information contained in this Prospectus (this Prospectus), including the section titled Risk Factors and Special Considerations beginning on page 31, the applicable Prospectus
Supplement and the Statement of Additional Information, dated May 28, 2019 (the SAI).
The Fund
The GAMCO Global Gold, Natural Resources & Income Trust is a non-diversified, closed-end management investment company organized
under the laws of the State of Delaware. Throughout this Prospectus, we refer to the GAMCO Global Gold, Natural Resources & Income Trust as the Fund or as we. See The Fund.
The Offering
We may
offer, from time to time, in one or more offerings, our common or preferred shares, $0.001 par value per share (together, shares). The shares may be offered at prices and on terms to be set forth in one or more supplements to this
Prospectus (each a Prospectus Supplement). The offering price per share of our common shares will not be less than the net asset value per share of our common shares at the time we make the offering, exclusive of any underwriting
commissions or discounts. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our shares. Our shares may be offered directly to one or more purchasers, through agents designated from time to time
by us or to or through underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents, underwriters or dealers involved in the sale of our shares, and will set forth any applicable purchase price, fee,
commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated. The Prospectus Supplement relating to any sale of preferred shares will set forth the
liquidation preference and information about the dividend period, dividend rate, any call protection or non-call period and other matters. While the aggregate number and amount of securities we may issue pursuant to this registration statement is
limited to $ of shares, our Board of Trustees (each member a Trustee, and collectively the Board) may, without any action by the shareholders, amend our
Agreement and Declaration of Trust from time to time to increase or decrease the aggregate number of shares or number of shares of any class or series that we have authority to issue. We may not sell any of our shares through agents, underwriters or
dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our shares.
Our common shares are listed on the NYSE American under the symbol GGN. Our 5.00% Series B Cumulative Preferred Shares
(Series B Preferred Shares) are listed on the NYSE American under the symbol GGN PrB. On May 24, 2019, the last reported sale price of our common shares was $4.36. The net asset value of the Funds common shares at the
close of business on May 24, 2019 was $4.18 per share. As of May 24, 2019, the net assets of the Fund attributable to its common shares were $569,839,552. As of May 24, 2019, the Fund had outstanding 136,327,363 common shares. As of May 24,
2019, the Fund had outstanding 3,465,849 Series B Preferred at a liquidation value of $25 per share for a total liquidation value of $86,646,225.
Investment Objectives and Policies
The Funds primary investment
objective is to provide a high level of current income. The Funds secondary investment objective is to seek capital appreciation consistent with the Funds strategy and its primary objective.
Under normal market conditions, the Fund will attempt to achieve its objectives by investing at least 80% of its assets in equity
securities of companies principally engaged in the gold and natural resources industries. The Fund will invest at least 25% of its assets in the equity securities of companies principally engaged in the gold industry, which includes companies
principal engaged in the exploration, mining, fabrication, processing, distribution or trading of gold or the financing, managing, controlling or operating of companies engaged in gold-related activities (Gold Companies). In
addition, the Fund will invest at least 25% of its assets in the equity
1
securities of companies principally engaged in the group of industries that constitute the natural resources industries, which include companies principally engaged in the exploration, production
or distribution of natural resources, such as gas, oil, paper, food and agriculture, forestry products, metals (other than gold) and minerals as well as related transportation companies and equipment manufacturers (Natural Resources
Companies). The Fund may invest in the securities of companies located anywhere in the world and under normal market conditions will invest at least 40% of its assets in the securities of issuers located in at least three countries other than
the United States.
Principally engaged, as used in this Prospectus, means a company that derives at least 50% of its revenues
or earnings or devotes at least 50% of its assets to the indicated businesses. An issuer will be treated as being located outside the United States if it is either organized or headquartered outside of the United States and has a
substantial portion of its operations or sales outside the United States. Equity securities may include common stocks, preferred stocks, convertible securities, warrants, depository receipts and equity interests in trusts and other entities. Other
Fund investments may include investment companies, including exchange-traded funds, securities of issuers subject to reorganization, derivative instruments, debt (including obligations of the United States government) and money market
instruments. The Fund may invest up to 10% of its total assets in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality, including securities of issuers in default, which are
likely to have the lowest rating. These securities, which may be preferred shares or debt, are predominantly speculative and involve major risk exposure to adverse conditions. Securities that are rated lower than BBB by S&P, or lower
than Baa by Moodys or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly referred to as junk bonds or high yield securities. As part of its investment strategy,
the Fund intends to generate gains through an option strategy which will normally consist of writing (selling) call options on equity securities in its portfolio (covered calls), but may, in amounts up to 15% of the Funds assets,
consist of writing uncovered call options on securities not held by the Fund, indices comprised of Gold Companies or Natural Resources Companies or exchange traded funds comprised of such issuers and put options on securities in its portfolio. When
the Fund sells a call option, it generates gains in the form of the premium paid by the buyer of the call option, but the Fund forgoes the opportunity to participate in any increase in the value of the underlying equity security above the exercise
price of the option. When the Fund sells a put option, it generates gains in the form of the premium paid by the buyer of the put option, but the Fund will have the obligation to buy the underlying security at the exercise price if the price of the
security decreases below the exercise price of the option. See Investment Objectives and Policies in the Prospectus.
There is a risk that the Fund may generate losses as a result of its option strategy. See Risk Factors and Special
ConsiderationsRisks Associated with Covered Calls and Other Option Transactions in the Prospectus.
The Fund is not
intended for those who wish to exploit short term swings in the stock market.
No assurances can be given this the Funds
objectives will be achieved.
Gabelli Fund LLCs (the Investment Adviser) investment philosophy with respect
to selecting investments in the gold industry and the natural resources industries is to emphasize quality and value, as determined by such factors as asset quality, balance sheet leverage, management ability, reserve life, cash flow, and commodity
hedging exposure. In addition, in making stock selections, the Investment Adviser looks for securities that it believes may have a superior yield as well as capital gains potential and that allow the Fund to earn possible gains from writing covered
calls on such stocks.
Preferred Shares and Borrowings
On May 7, 2013, the Fund completed the placement of $100 million of Cumulative Preferred Shares (Preferred Shares) consisting of 4 million shares designated as Series B
Preferred Shares and paying dividends of an annual rate equal to 5.00% of liquidation preference. The Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both
the risks and opportunities to common shareholders. Dividends on the Preferred Shares are cumulative. The Fund is required by the Investment Company Act of 1940, as amended (the 1940 Act) and by the Statement of Preferences to
2
meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part
or in full, the Preferred Shares at the redemption price of $25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet the requirements. Additionally, failure to meet the
foregoing asset coverage requirements could restrict the Funds ability to pay dividends to common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Funds assets may vary in a
manner unrelated to the fixed rate, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders. If the Fund has insufficient investment income and gains, all or a portion of the
distributions to preferred shareholders would come from the common shareholders capital. Such distributions reduce the net assets attributable to common shareholders since the liquidation value of the preferred shareholders is constant.
The Fund may issue additional series of preferred shares or borrow money to leverage its investments. If the Funds Board
determines that it may be advantageous to the holders of the Funds common shares for the Fund to utilize such leverage, the Fund may issue additional series of preferred shares or borrow money. Any preferred shares issued by the Fund will pay
distributions either at a fixed rate or at rates that will be reset frequently based on short term interest rates. Any borrowings may also be at fixed or floating rates. Leverage creates a greater risk of loss as well as a potential for more gains
for the common shares than if leverage were not used. See Risk Factors and Special ConsiderationsLeverage Risks. The Fund may also engage in investment management techniques which will not be considered senior securities if the
Fund establishes in a segregated account cash or other liquid securities or sets aside assets on the accounting records equal to the Funds obligations in respect of such techniques. See Risk Factors and Special
ConsiderationsSpecial Risks of Derivative Transactions in the Prospectus. These investment management techniques principally consists of writing options as described under Investment Objectives and Policies. See Risk
Factors and Special ConsiderationsRisks Associated with Covered Calls and Other Option Transactions on page 33, Risk Factors and Special ConsiderationsLeverage Risk on page 34, and Risk Factors and Special
ConsiderationsSpecial Risks of Derivative Transactions on page 42 of the Prospectus.
Dividends and Distributions
The Fund intends to make regular monthly cash distributions of all or a portion of its investment company taxable income
(which includes ordinary income and realized net short term capital gains) to common shareholders. The Fund also intends to make annual distributions of its realized net long term capital gains (which is the excess of net long term capital gains
over net short term capital losses, if any). The Fund, however, may make more than one capital gain distribution to avoid paying U.S. federal excise tax. See Taxation. A portion of the Funds common share distributions for the
fiscal years ending 2009, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018 included a return of capital. During each of the fiscal years ended December 31, 2009, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, the portion of the Funds
common share distributions that included a return of capital was approximately 58%, 3%, 15%, 44%, 100%, 98%, 95%, 92% and 95%, respectively. When the Fund makes distributions consisting of returns of capital, such distributions may further decrease
the Funds total assets and, therefore have the likely effect of increasing the Funds expense ratio as the Funds fixed expenses will become a larger percentage of the Funds average net assets. In addition, in order to make
such distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action. These effects could have a negative impact on the prices investors receive when they sell
shares of the Fund. A portion of the distributions to the preferred shareholders for the fiscal years ending 2014, 2015 and 2016 included a return of capital. Shareholders who receive the payment of a distribution consisting of a return of capital
may be under the impression that they are receiving net profits when they are not. Shareholders should not assume that the source of a distribution from the Fund is net profit. Any return of capital that is a component of a distribution is not
sourced from earnings and profits of the Fund and that portion should not be considered by investors as yield or total return on their investment in the Fund. The Fund has capital loss carryforwards from prior years, which may cause a portion
of the Funds distributions to be recharacterized as a return of capital. Further, while any return of capital that is a component of a distribution will not
3
necessarily be taxed in the current period, it will have the effect of lowering the cost basis, which may lead to higher taxes upon the sale of the securities.
Various factors will affect the level of the Funds income, such as its asset mix and use of covered call strategies. To permit the Fund to maintain more stable monthly distributions, the Fund may from time to time distribute less than the
entire amount of income earned in a particular period, which would be available to supplement future distributions. As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount of income
actually earned by the Fund during that period. See Dividends and Distributions in the Prospectus.
The Funds
distribution policy, including its policy to make regular monthly cash distributions, may be modified from time to time by the Board as it deems appropriate, including in light of market and economic conditions and the Funds current, expected,
and historical earnings, and investment performance. Common shareholders are expected to be notified of any such modifications by press release or in the Funds periodic shareholder reports. Because the Funds income will fluctuate and the
Funds distribution policy may be changed by the Board at any time, there can be no assurance that the Fund will pay distributions or dividends at a particular rate.
Investment company taxable income (including dividend income) and capital gain distributions paid by the Fund are automatically reinvested in additional shares of the Fund unless a shareholder elects to
receive cash or the shareholders broker does not provide reinvestment services. See Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan in the Prospectus.
Use of Proceeds
The Fund will use the net proceeds from the offering to
purchase portfolio securities in accordance with its investment objectives and policies as appropriate investment opportunities are identified, which is expected to substantially be completed within three months however, changes in market conditions
could result in the Funds anticipated investment period extending to as long as six months. This could occur if market conditions are unstable to such an extent that the Investment Adviser believes market risk is greater than the benefit of
making additional investments at that time. Depending on market conditions and operations, a position of the proceeds to be identified in any relevant Prospectus Supplement may be used to pay distributions in accordance with the Funds
distribution policy. See Use of Proceeds in the Prospectus.
Exchange Listing
The Funds common shares are listed on the NYSE American under the trading or ticker symbol GGN. The
Funds Preferred Shares are listed on the NYSE American under the ticker symbol GGN PrB. See Description of the Shares in the Prospectus. The Funds common shares have historically traded at both a premium and
discount to NAV. Since the Fund commenced trading on the NYSE American, the Funds common shares have traded at a discount to net asset value as high as [ ]% and a premium as high as [ ]%. Any
additional series of fixed rate preferred shares issued by the Fund would also likely be listed on a stock exchange.
Market Price of
Shares
Common shares of closed-end investment companies can trade at prices lower than their net asset value. Common
shares of closed-end investment companies may trade during some periods at prices higher than their net asset value and during other periods at prices lower than their net asset value. The Fund cannot assure you that its common shares will trade at
a price higher than or equal to net asset value. The Funds net asset value will be reduced immediately following this offering by the sales load and the amount of the offering expenses paid by the Fund. See Use of Proceeds in the
Prospectus.
In addition to net asset value, the market price of the Funds common shares may be affected by such factors
as the Funds dividend and distribution levels (which are affected by expenses) and stability, market liquidity, market supply and demand, unrealized gains, general market and economic conditions and other factors. See Risk Factors and
Special Considerations, Description of the Shares and Repurchase of Common Shares in the Prospectus.
4
The common shares are designed primarily for long term investors, and you should not
purchase common shares of the Fund if you intend to sell them shortly after purchase.
Fixed rate preferred shares may also
trade at premiums to or discounts from their liquidation preference for a variety of reasons, including changes in interest rates.
Risk
Factors and Special Considerations
Risk is inherent in all investing. Therefore, before investing in shares of the Fund,
you should consider the risks carefully.
A summary of certain risks associated with an investment in the Fund is set forth
below. It is not complete and you should read and consider carefully the more detailed list of risks described in Risk Factors and Special Considerations in the Prospectus.
Total Return Risk. The Fund utilizes several investment management techniques in an effort to generate
positive total return. The risks of these techniques, such as option writing, leverage, concentration in certain industries, and investing in emerging markets, are described in the following paragraphs. Taken together these and other techniques
represent a risk that the Fund will experience a negative total return even in market environments that are generally positive and that the Funds returns, both positive and negative, may be more volatile than if the Fund did not utilize these
investment techniques.
Industry Risks. The Funds investments will be concentrated in the
gold and natural resources industries. Because the Fund is concentrated in these industries, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. A downturn in the gold or natural
resources industries would have a larger impact on the Fund than on an investment company that does not concentrate in such industries.
The Fund invests in equity securities of Gold Companies. Equity securities of Gold Companies may experience greater volatility than companies not involved in the gold industry. Investments related to gold
are considered speculative and are affected by a variety of worldwide economic, financial and political factors. The price of gold may fluctuate sharply over short periods of time due to changes in inflation or expectations regarding inflation in
various countries, the availability of supplies of gold, changes in industrial and commercial demand, gold sales by governments, central banks or international agencies, investment speculation, monetary and other economic policies of various
governments and government restrictions on private ownership of gold. The Investment Advisers judgments about trends in the prices of securities of Gold Companies may prove to be incorrect. It is possible that the performance of securities of
Gold Companies may lag the performance of other industries or the broader market as a whole.
The Fund invests in equity
securities of Natural Resources Companies. A downturn in the indicated natural resources industries would have a larger impact on the Fund than on an investment company that does not invest significantly in such industries. Such industries can be
significantly affected by the supply of and demand for the indicated commodities and related services, exploration and production spending, government regulations, world events and economic conditions. The oil, paper, food and agriculture, forestry
products, metals (other than gold) and minerals industries can be significantly affected by events relating to international political developments, the success of exploration projects, commodity prices, and tax and government regulations. The stock
prices of Natural Resources Companies may also experience greater price volatility than other types of common stocks. Securities issued by Natural Resources Companies are sensitive to changes in the prices of, and in supply and demand for, the
indicated commodities. The value of securities issued by Natural Resources Companies may be affected by changes in overall market movements, changes in interest rates, or factors affecting a particular industry or commodity, such as weather,
embargoes, tariffs, policies of commodity cartels and international economic, political and regulatory developments. The Investment Advisers judgments about trends in the prices of these securities and commodities may prove to be incorrect. It
is possible that the performance of securities of Natural Resources Companies may lag the performance of other industries or the broader market as a whole. See Risk Factors and Special ConsiderationsIndustry RisksIndustry
Risks in the Prospectus.
5
Supply and Demand Risk. A decrease in the production of,
or exploitation of, gold, gas, oil, paper, food and agriculture, forestry products, metals (other than gold) or minerals or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may
adversely impact the financial performance of the Funds investments. Production declines and volume decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources, labor difficulties,
environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, import supply disruption, increased competition from alternative energy sources or commodity prices. Sustained declines in demand for the
indicated commodities could also adversely affect the financial performance of Gold Companies and Natural Resources Companies over the long term. Factors which could lead to a decline in demand include economic recession or other adverse economic
conditions, higher fuel taxes or governmental regulations, increases in fuel economy, consumer shifts to the use of alternative fuel sources, changes in commodity prices, or weather. See Risk Factors and Special
ConsiderationsIndustry Risks Supply and Demand Risk in the Prospectus.
Depletion and Exploration
Risk. Many Gold Companies and Natural Resources Companies are either engaged in the production or exploitation of the particular commodities or are engaged in transporting, storing, distributing and processing such
commodities. To maintain or increase their revenue level, these companies or their customers need to maintain or expand their reserves through exploration of new sources of supply, through the development of existing sources, through acquisitions,
or through long term contracts to acquire reserves. The financial performance of Gold Companies and Natural Resources Companies may be adversely affected if they, or the companies to whom they provide products or services, are unable to
cost-effectively acquire additional products or reserves sufficient to replace the natural decline. See Risk Factors and Special ConsiderationsIndustry RisksDepletion and Exploration Risk in the Prospectus.
Regulatory Risk. Gold Companies and Natural Resources Companies may be subject to extensive government
regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and in some cases the prices they may charge for the products and services they provide.
Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both.
Stricter laws, regulations or enforcement policies could be enacted in the future, which would likely increase compliance costs and may adversely affect the financial performance of Gold Companies and Natural Resources Companies. See Risk
Factors and Special ConsiderationsIndustry RisksRegulatory Risk in the Prospectus.
Commodity Pricing
Risk. The operations and financial performance of Gold Companies and Natural Resources Companies may be directly affected by the prices of the indicated commodities, especially those Gold Companies and Natural Resources
Companies for whom the commodities they own are significant assets. Commodity prices fluctuate for several reasons, including changes in market and economic conditions, levels of domestic production, impact of governmental regulation and taxation,
the availability of transportation systems and, in the case of oil and gas companies in particular, conservation measures and the impact of weather. Volatility of commodity prices which may lead to a reduction in production or supply, may also
negatively affect the performance of Gold Companies and Natural Resources Companies which are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more
difficult for Gold Companies and Natural Resources Companies to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices. See Risk Factors and Special
ConsiderationsIndustry RisksCommodity Pricing Risk in the Prospectus. Additionally, the Fund relies on an exclusion from having to register as a commodity pool operator under the Commodity Exchange Act. If the Fund were
to lose its ability to rely on this exclusion, compliance with additional registration and regulatory requirements would increase Fund expenses. See Investment Objectives and PoliciesAdditional Risks Related to Derivative
InvestmentsLimitations on the Purchase and Sale of Futures Contracts and Options on Futures Contracts in the Statement of Additional Information.
Oil and Natural Gas Price Volatility Risk. Crude oil and natural gas prices historically have been volatile and likely will continue to be volatile given current geopolitical
conditions. The prices for crude oil and natural
6
gas are subject to a variety of factors beyond our control, such as the domestic and foreign supply of crude oil and natural gas; consumer demand for crude oil and natural gas, and market
expectations regarding supply and demand. These factors and the volatility of the energy markets make it extremely difficult to predict price movements.
Climate Change Risk. Climate change, and regulations intended to control its impact, may affect the value of the Funds investments. The Funds current evaluation is that the near term
effects of climate change and climate change regulation on the Funds investments are not material, but the Fund cannot predict the long term impacts on the Fund or its investments from climate change or related regulations. The ongoing
political focus on climate change has resulted in various treaties, laws and regulations which are intended to limit carbon emissions. The Fund believes these laws being enacted or proposed may cause energy costs at properties owned by the real
estate investment trusts (REITs) or other real estate companies in which the Fund invests to increase. The Fund does not expect the direct impact of such increases to be material to the value of its investments, because the increased
costs either would be the responsibility of tenants or operators of properties owned by the REITs or other real estate companies in which the Fund invests, or, in the longer term, passed through and paid by the customers of such properties. There
can be no assurance that climate change will not have a material adverse effect on the properties, operations or business of the Funds investments in REITs and other real estate companies.
The Fund cannot predict with certainty whether global warming or cooling is occurring and, if so, at what rate. However, the physical
effects of climate change could have a material adverse effect on the properties, operations and business of the Funds investments in REITs and other real estate companies in certain geographical locations. To the extent climate change causes
changes in weather patterns, properties in these markets could experience increases in storm intensity, flooding and rising sea-levels. Over time, these conditions could result in declining demand for the buildings owned by certain REITs and other
real estate companies in which the Fund invests, or the inability of such REITs or other real estate companies to operate such buildings at all.
Risks Associated with Covered Calls and Other Option Transactions. There are several risks associated with transactions in options on securities. For example, there are
significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given covered call option transaction not to achieve its objectives. A decision as to whether, when and
how to use covered call options (or other options) involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful because of market behavior or unexpected events. The use of options may require the Fund to
sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Fund can realize on an investment, or may cause the Fund to hold a security it might otherwise sell. As the
writer of a covered call option, the Fund forgoes, during the options life, the opportunity to profit from increases in the market value of the security covering the call option above the exercise price of the call option, but has retained the
risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium received, in a situation in which the price of a particular stock on which the Fund has written a covered call option
declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which the Fund has written covered call options decline rapidly and materially, the Fund could sustain material depreciation or loss in
its net assets to the extent it does not sell the underlying securities (which may require it to terminate, offset or otherwise cover its option position as well).
There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. If the Fund were unable to close out a covered call option that it had written on a security,
it would not be able to sell the underlying security unless the option expired without exercise. Reasons for the absence of a liquid secondary market for exchange-traded options include the following: (i) there may be insufficient trading
interest; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the trading facilities may not be adequate to handle current trading volume; or (vi) the relevant exchange could discontinue the
trading of options. In addition, the Funds ability to terminate over-the-counter (OTC) options may be more limited than with exchange-traded options
and may involve the risk that counterparties participating
7
in such transactions will not fulfill their obligations. See Risk Factors and Special ConsiderationsRisks Associated with Covered Calls and Other Option Transactions in the
Prospectus.
Limitation on Covered Call Writing Risk. The number of covered call options the Fund
can write is limited by the number of shares of common stock the Fund holds. Furthermore, the Funds covered call options and other options transactions will be subject to limitations established by each of the exchanges, boards of trade or
other trading facilities on which such options are traded. As a result, the number of covered call options that the Fund may write or purchase may be affected by options written or purchased by it and other investment advisory clients of the
Investment Adviser. See Risk Factors and Special ConsiderationsRisks Associated with Covered Calls and Other Option TransactionsLimitation on Covered Call Writing Risk in the Prospectus.
Risks Associated with Uncovered Calls. There are special risks associated with uncovered option writing
which expose the Fund to potentially significant loss. As the writer of an uncovered call option, the Fund has no risk of loss should the price of the underlying security decline, but bears unlimited risk of loss should the price of the underlying
security increase above the exercise price until the Fund covers its exposure. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the
underlying instrument declines below the exercise price. Such loss could be substantial if there is a significant decline in the value of the underlying instrument. See Risk Factors and Special ConsiderationsRisks Associated with
Uncovered Calls in the Prospectus.
Equity Risk. Investing in the Fund involves equity
risk, which is the risk that the securities held by the Fund will fall in market value due to adverse market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate and the
particular circumstances and performance of particular companies whose securities the Fund holds. An investment in the Fund represents an indirect economic stake in the securities owned by the Fund, which are for the most part traded on securities
exchanges or in the OTC markets. The market value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The net asset value of the Fund may at any point in time be less than the net asset value
of the Fund at the time the shareholder invested in the Fund, even after taking into account any reinvestment of distributions. See Risk Factors and Special ConsiderationsEquity Risk in the Prospectus.
Leverage Risk. The use of leverage, which can be described as exposure to changes in price at a ratio
greater than the amount of equity invested, either through the issuance of preferred shares, borrowing or other forms of market exposure, magnifies both the favorable and unfavorable effects of price movements in the investments made by the Fund. To
the extent that the Fund is leveraged in its investment operations, the Fund will be subject to substantial risk of loss. The Fund cannot assure you that borrowings or the issuance of preferred shares will result in a higher yield or return to the
holders of the common shares. As of December 31, 2018, the amount of leverage represented approximately 13% of the Funds net assets.
The Funds leveraged capital structure creates special risks not associated with unleveraged funds that have a similar investment objective and policies. These include the possibility of greater loss
and the likelihood of higher volatility of the net asset value of the Fund and the asset coverage for the preferred shares. Such volatility may increase the likelihood of the Fund having to sell investments in order to meet its obligations to make
distributions on the preferred shares or principal or interest payments on debt securities, or to redeem preferred shares or repay debt when it may be disadvantageous to do so. The Funds use of leverage may require it to sell portfolio
investments at inopportune times in order to raise cash to redeem preferred shares or otherwise de-leverage so as to maintain required asset coverage amounts or comply with the mandatory redemption terms of any outstanding preferred shares. The use
of leverage magnifies both the favorable and unfavorable effects of price movements in the investments made by the Fund. To the extent that the Fund employs leverage in its investment operations, the Fund is subject to substantial risk of loss. The
Fund cannot assure you that the issuance of preferred shares will result in a higher yield or return to the holders of the common shares. Also, since the Fund utilizes leverage, a decline in net asset value could affect the ability of the Fund to
make common share distributions and such a failure to make distributions could result in the Fund ceasing to qualify as a regulated investment company (a RIC) under the Internal Revenue Code of 1986, as amended (the Code).
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Any decline in the net asset value of the Funds investments would be borne
entirely by the holders of common shares. Therefore, if the market value of the Funds portfolio declines, the leverage will result in a greater decrease in net asset value to the holders of common shares than if the Fund were not leveraged.
This greater net asset value decrease will also tend to cause a greater decline in the market price for the common shares. The Fund might be in danger of failing to maintain the required asset coverage of its borrowings or preferred shares or of
losing its ratings on its borrowings or preferred shares or, in an extreme case, the Funds current investment income might not be sufficient to meet the interest or dividend requirements on its borrowings or preferred shares. In order to
counteract such an event, the Fund might need to liquidate investments in order to fund a redemption of some or all of the preferred shares.
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Preferred Share Risk. The issuance of preferred shares causes the net asset value and market value of the common shares
to become more volatile. If the dividend rate on the preferred shares approaches the net rate of return on the Funds investment portfolio, the benefit of leverage to the holders of the common shares would be reduced. If the dividend rate on
the preferred shares plus the management fee annual rate of 1.00% exceeds the net rate of return on the Funds portfolio, the leverage will result in a lower rate of return to the holders of common shares than if the Fund had not issued
preferred shares. If the Fund has insufficient investment income and gains, all or a portion of the distributions to preferred shareholders would come from the common shareholders capital. Such distributions reduce the net assets attributable
to common shareholders since the liquidation value of the preferred shareholders is constant.
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In addition,
the Fund pays (and the holders of common shares will bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred shares, including any distributions on preferred shares and any additional advisory fees.
Holders of preferred shares may have different interests than holders of common shares and at times may have disproportionate influence
over the Funds affairs. Holders of preferred shares, voting separately as a single class, have the right to elect two members of the Board of Trustees at all times and in the event dividends become in arrears for two full years would have the
right to elect a majority of the Trustees until the arrearage is completely eliminated. In addition, preferred shareholders have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion of the
Fund to open-end status, and accordingly can veto any such changes.
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Portfolio Guidelines of Rating Agencies for Preferred Shares and/or Credit Facility. In order to obtain attractive credit
quality ratings for preferred shares or borrowings, the Fund must comply with investment quality, diversification and other guidelines established by the relevant rating agencies. These guidelines could affect portfolio decisions and may be more
stringent than those imposed by the 1940 Act. In the event that a rating on the Funds preferred shares is lowered or withdrawn by the relevant rating agency, the Fund may also be required to redeem all or part of its outstanding preferred
shares, and the common shares of the Fund will lose the potential benefits associated with a leveraged capital structure.
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Foreign Securities Risk. Because many of the worlds Gold Companies and Natural Resources Companies are located outside of the United States, the Fund may have a
significant portion of its investments in securities that are traded primarily in foreign markets and that are not subject to the requirements of the U.S. securities laws, markets and accounting requirements (Foreign Securities).
Investments in Foreign Securities involve certain considerations and risks not ordinarily associated with investments in securities of U.S. issuers. Foreign companies are not generally subject to the same accounting, auditing and financial
standards and requirements as those applicable to U.S. companies. Foreign securities exchanges, brokers and listed companies may be subject to less government supervision and regulation than exists in the United States Dividend and interest
income may be subject to withholding and other foreign taxes, which may adversely affect the net return on such investments. There may be difficulty in obtaining or enforcing a court judgment abroad, and it may be difficult to effect repatriation of
capital invested in certain countries. In addition, with respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could affect assets of the Fund held in
foreign countries. See Risk Factors and Special ConsiderationsForeign Securities Risk in the Prospectus.
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Emerging Markets Risk. The Fund may invest in securities
of issuers whose primary operations or principal trading market is in an emerging market. An emerging market country is any country that is considered to be an emerging or developing country by the International Bank for
Reconstruction and Development (the World Bank). Investing in securities of companies in emerging markets may entail special risks relating to potential political and economic instability and the risks of expropriation, nationalization,
confiscation or the imposition of restrictions on foreign investment, the lack of hedging instruments and restrictions on repatriation of capital invested. Emerging securities markets are substantially smaller, less developed, less liquid and more
volatile than the major securities markets. The limited size of emerging securities markets and limited trading value compared to the volume of trading in U.S. securities could cause prices to be erratic for reasons apart from factors that
affect the quality of the securities. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on fundamental analysis,
may decrease the value and liquidity of portfolio securities, especially in these markets. Other risks include high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries,
as well as a high concentration of investors and financial intermediaries; overdependence on exports, including gold and natural resources exports, making these economies vulnerable to changes in commodity prices; overburdened infrastructure and
obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less reliable securities custodial services and settlement practices.
Foreign Currency Risk. The Fund expects to invest in companies whose securities are denominated or quoted in currencies other than U.S. dollars or have significant
operations or markets outside of the United States. In such instances, the Fund will be exposed to currency risk, including the risk of fluctuations in the exchange rate between U.S. dollars (in which the Funds shares are denominated) and
such foreign currencies and the risk of currency devaluations. Certain non-U.S. currencies, primarily in developing countries, have been devalued in the past and might face devaluation in the future.
Currency devaluations generally have a significant and adverse impact on the devaluing countrys economy in the short and intermediate term and on the financial condition and results of companies operations in that country. Currency
devaluations may also be accompanied by significant declines in the values and liquidity of equity and debt securities of affected governmental and private sector entities generally. To the extent that affected companies have obligations denominated
in currencies other than the devalued currency, those companies may also have difficulty in meeting those obligations under such circumstances, which in turn could have an adverse effect upon the value of the Funds investments in such
companies. There can be no assurance that current or future developments with respect to foreign currency devaluations will not impair the Funds investment flexibility, its ability to achieve its investment objectives or the value of certain
of its foreign currency denominated investments. See Risk Factors and Special ConsiderationsForeign Currency Risk in the Prospectus.
Market Discount Risk. Whether investors will realize gains or losses upon the sale of common shares of the Fund will depend upon the market price of the shares at the time of
sale, which may be less or more than the Funds net asset value per share. Since the market price of the common shares will be affected by various factors as the Funds dividend and distribution levels (which are in turn affected by
expenses) and stability, net asset value, market liquidity, the relative demand for and supply of the common shares in the market, unrealized gains, general market and economic conditions and other factors beyond the control of the Fund, we cannot
predict whether the common shares will trade at, below or above net asset value or at, below or above the public offering price. Common shares of closed-end funds often trade at a discount from their net asset value and the Funds shares may
trade at such a discount. This risk may be greater for investors expecting to sell their common shares of the Fund soon after completion of the public offering. The common shares of the Fund are designed primarily for long term investors, and
investors in the common shares should not view the Fund as a vehicle for trading purposes. See Risk Factors and Special ConsiderationsMarket Discount Risk in the Prospectus.
Common Stock Risk. Common stock of an issuer in the Funds portfolio may decline in price for a variety
of reasons including if the issuer fails to make anticipated dividend payments. Common stock in which the Fund will invest is structurally subordinated as to income and residual value to preferred stock, bonds and other debt instruments in a
companys capital structure in terms of priority to corporate income, and therefore will be subject to greater dividend risk than preferred stock or debt instruments of such issuers. In addition, while
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common stock has historically generated higher average returns than fixed income securities, common stock has also experienced significantly more volatility in those returns. See Risk
Factors and Special ConsiderationsCommon Stock Risk in the Prospectus.
Convertible Securities
Risk. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and,
conversely, to increase as interest rates decline. In the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of the Funds holding may occur in the event the underlying stock is subdivided, additional
equity securities are issued for below market value, a stock dividend is declared, or the issuer enters into another type of corporate transaction that has a similar effect. See Risk Factors and Special ConsiderationsConvertible
Securities Risk in the Prospectus.
Income Risk. The income shareholders receive from the
Fund is expected to be based primarily on income the Fund earns from its investment strategy of writing covered calls and dividends and other distributions received from its investments. If the Funds covered call strategy fails to generate
sufficient income or the distribution rates or yields of the Funds holdings decrease, shareholders income from the Fund could decline. See Risk Factors and Special ConsiderationsIncome Risk in the Prospectus.
Distribution Risk for Equity Income Portfolio Securities. The Fund intends to invest in the
shares of issuers that pay dividends or other distributions. Such dividends or other distributions are not guaranteed, and an issuer may forgo paying dividends or other distributions at any time and for any reason. Dividend producing equity
securities, in particular those whose market price is closely related to their yield, may exhibit greater sensitivity to interest rate changes. The Funds investments in dividend producing equity securities may also limit its potential for
appreciation during a broad market advance. The prices of dividend producing equity securities can be highly volatile. Investors should not assume that the Funds investments in these securities will necessarily reduce the volatility of the
Funds NAV or provide protection, compared to other types of equity securities, when markets perform poorly. See Risk Factors and Special ConsiderationsDistribution Risk for Equity Income Portfolio Securities in
the Prospectus.
Special Risks Related to Preferred Securities. Special risks associated with
investing in preferred securities include deferral of distributions or dividend payments, in some cases the right of an issuer never to pay missed dividends, subordination to debt and other liabilities, illiquidity, limited voting rights and
redemption by the issuer. Because the Fund has no limit on its investment in non-cumulative preferred securities, the amount of dividends the Fund pays may be adversely affected if an issuer of a non-cumulative preferred stock held by the Fund
determines not to pay dividends on such stock. There is no assurance that dividends or distributions on preferred stock in which the Fund invests will be declared or otherwise made payable. See Risk Factors and Special
ConsiderationsSpecial Risks Related to Preferred Securities in the Prospectus.
Interest Rate
Risk. Rising interest rates may adversely affect the financial performance of Gold Companies and Natural Resources Companies by increasing their costs of capital. This may reduce their ability to execute acquisitions or
expansion projects in a cost-effective manner. The risks associated with rising interest rates are heightened given the historically low interest rate environment as of the date of this prospectus. The Fund may be subject to a greater risk of rising
interest rates due to the current period of historically low interest rates. Recently, there have been some modest signs of inflationary price movements. There is a possibility that interest rates may rise, which would likely drive down the prices
of income- or dividend-paying securities.
During periods of declining interest rates, the issuer of a preferred stock or fixed
income security may be able to exercise an option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. During periods of rising interest rates, the average
life of certain types of securities may be extended because of slower than expected principal payments. This may prolong the length of time the security pays a below market interest rate, increase the securitys duration and reduce the value of
the security. This is known as extension risk. See Risk Factors and Special ConsiderationsInterest Rate Risk in the Prospectus.
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Inflation Risk. Inflation risk is the risk that the value
of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Funds shares and distributions thereon can decline. In addition, during any periods
of rising inflation, dividend rates of any variable rate preferred shares or debt securities issued by the Fund would likely increase, which would tend to further reduce returns to common shareholders. See Risk Factors and Special
ConsiderationsInflation Risk in the Prospectus.
Deflation Risk. Deflation risk is the risk that
prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their assets and their revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may
make issuer default more likely, which may result in a decline in the value of the Funds portfolio.
Illiquid
Investments Risk. Although the Fund expects that its portfolio will primarily be comprised of liquid securities, the Fund may invest in unregistered securities and otherwise illiquid investments. Unregistered securities
are securities that cannot be sold publicly in the United States without registration under the Securities Act of 1933 (the Securities Act). An illiquid investment is a security or other investment that cannot be disposed of within seven
days in the ordinary course of business at approximately the value at which the Fund has valued the investment. Unregistered securities often can be resold only in privately negotiated transactions with a limited number of purchasers or in a public
offering registered under the Securities Act. Considerable delay could be encountered in either event and, unless otherwise contractually provided for, the Funds proceeds upon sale may be reduced by the costs of registration or underwriting
discounts. The difficulties and delays associated with such transactions could result in the Funds inability to realize a favorable price upon disposition of unregistered securities, and at times might make disposition of such securities
impossible. In addition, the Fund may be unable to sell other illiquid investments when it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment. Illiquid investments generally must be valued at
fair value, which is inherently less precise than utilizing market values for liquid investments, and may lead to differences between the price at which a security is valued for determining the Funds net asset value and the price the Fund
actually receives upon sale. See Risk Factors and Special ConsiderationsIlliquid Investments Risk in the Prospectus.
Investment Companies. The Fund may invest in the securities of other investment companies, including exchange traded funds, to the extent permitted by law. To the extent the
Fund invests in the common equity of investment companies, the Fund will bear its ratable share of any such investment companys expenses, including management fees. The Fund will also remain obligated to pay management fees to the Investment
Adviser with respect to the assets invested in the securities of other investment companies. In these circumstances, holders of the Funds common shares will be in effect subject to duplicative investment expenses. See Risk Factors and
Special ConsiderationsInvestment Companies in the Prospectus.
Special Risks of Derivative
Transactions. The Fund may participate in derivative transactions. Such transactions entail certain execution, market, liquidity, hedging and tax risks. Participation in the options or futures markets, in other derivatives
transactions, or in currency exchange transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. If the Investment Advisers prediction of movements in the direction
of the securities, foreign currency, interest rate or other referenced instruments or markets is inaccurate, the consequences to the Fund may leave the Fund in a worse position than if it had not used such strategies. See Risk Factors and
Special ConsiderationsSpecial Risks of Derivative Transactions in the Prospectus.
Non-Investment Grade
Securities Risk. The Fund may invest its assets in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality. The prices of these lower grade securities
are more sensitive to negative developments, such as a decline in the issuers revenues or a general economic downturn, than are the prices of higher grade securities. Securities of below investment grade qualitythose securities rated
below Baa by Moodys or below BBB by S&P (or unrated securities of comparable quality)are predominantly speculative with respect to the issuers capacity to pay interest and repay principal when due and
therefore involve a greater risk of default. Securities rated below investment grade
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commonly are referred to as junk bonds or high yield securities. See Risk Factors and Special ConsiderationsNon-Investment Grade Securities Risk in the
Prospectus.
Dependence on Key Personnel. The Investment Adviser is dependent upon the expertise
of Mr. Mario J. Gabelli. If the Investment Adviser were to lose the services of Mr. Gabelli, it could be adversely affected. There can be no assurance that a suitable replacement could be found for Mr. Gabelli in the event of his
death, resignation, retirement or inability to act on behalf of the Investment Adviser.
The Fund is dependent upon the
expertise of Vincent Hugonnard-Roche as the sole option strategist on the Funds portfolio management team. If the Fund were to lose the services of Mr. Roche, it could be temporarily adversely affected until a suitable replacement could
be found. See Risk Factors and Special ConsiderationsDependence on Key Personnel in the Prospectus.
Long
Term Objective; Not a Complete Investment Program. The Fund is intended for investors seeking a high level of current income. The Fund is not meant to provide a vehicle for those who wish to exploit short term swings in
the stock market. An investment in shares of the Fund should not be considered a complete investment program. Each shareholder should take into account the Funds investment objectives as well as the shareholders other investments when
considering an investment in the Fund. See Risk Factors and Special ConsiderationsLong Term Objective; Not a Complete Investment Program in the Prospectus.
Management Risk. The Fund is subject to management risk because its portfolio is actively managed. The Investment Adviser applies investment techniques and risk analyses in
making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. See Risk Factors and Special ConsiderationsManagement Risk in the Prospectus.
Portfolio Turnover. The Fund may have a high turnover ratio which may result in higher expenses and lower
after-tax return to shareholders than if the Fund had a lower turnover ratio.
Non-Diversified
Status. The Fund is classified as a non-diversified investment company under the 1940 Act, which means the Fund is not limited by the 1940 Act in the proportion of its assets that may be invested in the
securities of a single issuer. As a non-diversified investment company, the Fund may invest in the securities of individual issuers to a greater degree than a diversified investment company. As a result, the Fund may be more vulnerable to events
affecting a single issuer and therefore, subject to greater volatility than a fund that is more broadly diversified. Accordingly, an investment in the Fund may present greater risk to an investor than an investment in a diversified company. See
Risk Factors and Special ConsiderationsNon-Diversified Status in the Prospectus.
Market Disruption and
Geopolitical Risk. The occurrence of events similar to those in recent years, such as the aftermath of the war in Iraq, instability in Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East,
ongoing epidemics of infectious diseases in certain parts of the world, natural/environmental disasters, terrorist attacks in the United States and around the world, social and political discord, debt crises (such as the Greek crisis), sovereign
debt downgrades, increasingly strained relations between the United States and a number of foreign countries, including traditional allies, such as certain European countries, and historical adversaries, such as North Korea, Iran, China and Russia,
and the international community generally, new and continued political unrest in various countries, such as Venezuela and Spain, the exit or potential exit of one or more countries from the European Union (the EU) or the European
Monetary Union (the EMU), continued changes in the balance of political power among and within the branches of the U.S. government, government shutdowns, among others, may result in market volatility, may have long term effects on the
U.S. and worldwide financial markets, and may cause further economic uncertainties in the United States and worldwide. See Risk Factors and Special ConsiderationsMarket Disruption and Geopolitical Risk in the Prospectus.
Economic Events and Market Risk. Periods of market volatility remain, and may continue to occur
in the future, in response to various political, social and economic events both within and outside of the United States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening
credit spreads and a lack of price transparency, with many securities remaining illiquid and of uncertain
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value. Such market conditions may make valuation of some of the Funds securities uncertain and/or result in sudden and significant valuation increases or declines in its holdings. If there
is a significant decline in the value of the Funds portfolio, this may impact the asset coverage levels for the Funds outstanding leverage.
Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economic recovery, the financial condition of financial institutions and our business,
financial condition and results of operation. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal Reserve policy, including with
respect to certain interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or a return to unfavorable economic conditions could impair
the Funds ability to achieve its investment objectives. See Risk Factors and Special ConsiderationsEconomic Events and Market Risk in the Prospectus.
Regulation and Government Intervention Risk. The U.S. government and certain foreign governments have in the past taken actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity, including through direct purchases of equity and debt securities. Federal, state, and other governments, their
regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the issuers in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Legislation or regulation may also change
the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Funds ability to achieve its investment objectives. The Investment Adviser will monitor developments and seek to manage the Funds
portfolio in a manner consistent with achieving the Funds investment objectives, but there can be no assurance that it will be successful in doing so. See Risk Factors and Special ConsiderationsRegulation and Government
Intervention Risk in the Prospectus.
Anti-Takeover Provisions. The Funds governing
documents include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end fund. See Risk Factors and Special ConsiderationsAnti-Takeover Provisions and
Anti-Takeover Provisions of the Funds Governing Documents in the Prospectus.
Special Risks to Holders of
Preferred Shares.
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Illiquidity Prior to Exchange Listing. In the event any additional series of preferred shares are issued and such shares
are intended to be listed on an exchange, prior application will have been made to list such shares on an exchange. However, during an initial period, which is not expected to exceed 30 days after the date of its initial issuance of any preferred
shares to be listed on an exchange, such shares may not be listed. During such period, the underwriters in the offering may make a market in such shares, though they will have no obligation to do so. Consequently, an investment in such shares may be
illiquid during such period. Preferred shares not intended to be listed on an exchange may be illiquid as long as they are outstanding. See Risk Factors and Special ConsiderationsSpecial Risks to Holders of Preferred
SharesIlliquidity Prior to Exchange Listing in the Prospectus.
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Market Price Fluctuation. Preferred shares may trade at a premium to or discount from liquidation preference for a
variety of reasons, including changes in interest rates and credit quality of the Fund. See Risk Factors and Special ConsiderationsSpecial Risks to Holders of Preferred SharesMarket Price Fluctuations in the Prospectus.
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Common Share Repurchases. Repurchases of common shares by the Fund may reduce the net asset coverage of the preferred
shares, which could adversely affect their liquidity or market prices. See Risk Factors and Special ConsiderationsSpecial Risks to Holders of Preferred SharesCommon Share Repurchases in the Prospectus.
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Common Share Distribution Policy. In the event the Fund does not generate a total return from dividends and interest
received and net realized capital gains in an amount at least equal to its distributions for a given year, the Fund may return capital as part of its distributions on common shares. The Fund has capital loss carryforwards from prior years, which may
cause a portion of the Funds distributions to be
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recharacterized as a return of capital. This would decrease the asset coverage per share with respect to the Funds preferred shares, which could adversely affect their liquidity or market
prices. See Risk Factors and Special ConsiderationsSpecial Risks to Holders of Preferred SharesCommon Share Distribution Policy in the Prospectus.
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Credit Quality Ratings. The Fund may obtain credit quality ratings for its preferred shares; however, it is not required
to do so and may issue preferred shares without any rating. If rated, the Fund does not impose any minimum rating necessary to issue such preferred shares. In order to obtain and maintain attractive credit quality ratings for preferred shares, if
desired, the Funds portfolio must satisfy over-collateralization tests established by the relevant rating agencies. These tests are more difficult to satisfy to the extent the Funds portfolio securities are of lower credit quality,
longer maturity or not diversified by issuer and industry. These guidelines could affect portfolio decisions and may be more stringent than those imposed by the 1940 Act. With respect to ratings (if any) of the preferred shares, a rating by a
ratings agency does not eliminate or necessarily mitigate the risks of investing in our preferred shares, and a rating may not fully or accurately reflect all of the securities credit risks. A rating does not address the liquidity or any other
market risks of the securities being rated. A rating agency could downgrade the rating of our preferred shares, which may make such securities less liquid in the secondary market. If a rating agency downgrades the rating assigned to our preferred
shares, we may alter our portfolio or redeem all or a portion of the preferred shares that are then redeemable under certain circumstances. See Risk Factors and Special ConsiderationsSpecial Risks to Holders of Preferred
SharesCredit Quality Ratings in the Prospectus.
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Management and Fees
Gabelli Funds, LLC serves as the Funds Investment Adviser and is compensated for its services and its related expenses at an annual
rate of 1.00% of the Funds average weekly net assets, as defined in the Funds investment advisory agreement, with no deduction for the liquidation preference of any outstanding preferred shares. Consequently, if the Fund has preferred
shares outstanding, the management fee as a percentage of net assets attributable to the common shares will be higher. The Investment Adviser is responsible for administration of the Fund and currently utilizes and pays the fees of a third party sub-administrator.
Because the investment advisory fees are based on a percentage of managed
assets, which includes assets attributable to the Funds use of leverage, the Investment Adviser may have a conflict of interest in the input it provides to the Board regarding whether to use or increase the Funds use of leverage. There
may be cases in which the Fund determines to borrow or use other forms of leverage. The Board bases its decision, with input from the Investment Adviser, regarding whether and how much leverage to use for the Fund on its assessment of whether such
use of leverage is in the best interests of the Fund. The Board seeks to manage the Investment Advisers potential conflict of interest by retaining the final decision on these matters and by periodically reviewing the Funds performance
and use of leverage. See Management of the Fund in the Prospectus.
Repurchase of Common Shares
The Funds Board of Trustees has authorized the Fund (and the Fund accordingly reserves freedom of action) to repurchase its common
shares in the open market when the common shares are trading at a discount of 7.5% or more from net asset value (or such other percentage as the Board of Trustees may determine from time to time). The Fund generally intends to finance common share
repurchases with cash on hand and, while the Fund may incur debt to finance common share repurchases, such debt financing would require further approval of the Board, and the Fund does not currently intend to incur debt to finance common share
repurchases. The Fund has repurchased its common shares under this authorization. See Description of the SharesCommon Shares in the Prospectus. Although the Board of Trustees has authorized such repurchases, the Fund is not
required to repurchase its common shares, and the Funds officers, in determining whether to repurchase Fund common shares pursuant to this authority, take into account a variety of market and economic factors including, among other things,
trading volume, the magnitude of discount, bid/ask spreads, the Funds available cash position, leverage and expense ratios, and any applicable legal or contractual restrictions on such repurchases that
15
may be applicable at the time. The Board of Trustees has not established a limit on the number of shares that could be purchased during such period. In total through December 31, 2018, the Fund
has repurchased and retired 231,803 common shares in the open market at an average price of $7.28 per share and at an average discount of approximately 10.55% from the Funds net asset value. Such repurchases are subject to certain notice and
other requirements under the 1940 Act. During the year ended December 31, 2018, the Fund did not repurchase any common shares. See Repurchase of Common Shares in the Prospectus.
Anti-Takeover Provisions
Certain provisions of the Funds Agreement and Declaration of Trust and By-Laws (collectively, the Governing Documents)
may be regarded as anti-takeover provisions. Pursuant to these provisions, only one of three classes of Trustees is elected each year, and the affirmative vote of the holders of 75% of the outstanding shares of the Fund are necessary to
authorize the conversion of the Fund from a closed-end to an open-end investment company or to authorize certain transactions between the Fund and a beneficial owner of more than 5% of any class of the Funds capital stock. The overall effect
of these provisions is to render more difficult the accomplishment of a merger with, or the assumption of control by, a principal shareholder. These provisions may have the effect of depriving Fund common shareholders of an opportunity to sell their
shares at a premium to the prevailing market price. The issuance of preferred shares could make it more difficult for the holders of common shares to avoid the effect of these provisions. See Anti-Takeover Provisions of the Funds
Governing Documents in the Prospectus.
Custodian, Transfer Agent and Dividend Disbursing Agent
The Bank of New York Mellon, located at 135 Santilli Highway, Everett, Massachusetts 02149, serves as the custodian (the
Custodian) of the Funds assets pursuant to a custody agreement. Under the custody agreement, the Custodian holds the Funds assets in compliance with the 1940 Act. For its services, the Custodian will receive a monthly fee
paid by the Fund based upon, among other things, the average value of the total assets of the Fund, plus certain charges for securities transactions and out-of-pocket
expenses.
American Stock Transfer & Trust Company (American Stock Transfer), located at 6201 15th
Avenue, Brooklyn, New York 11219, serves as the Funds distribution disbursing agent, as agent under the Funds automatic dividend reinvestment and voluntary cash purchase plan and as transfer agent and registrar with respect to the common
and preferred shares of the Fund.
16
SUMMARY OF FUND EXPENSES
The following table shows the Funds expenses, which are borne directly and indirectly by holders of the Funds common shares,
including preferred shares offering expenses, as a percentage of net assets attributable to common shares. All expenses of the Fund are borne, directly or indirectly, by the common shareholders. The purpose of the table and example below is to help
you understand all fees and expenses that you, as a holder of Common Shares, would bear directly or indirectly.
|
|
|
|
|
|
|
Shareholder Transaction Expenses
|
|
|
|
|
|
|
Sales Load (as a percentage of offering price)
|
|
|
1.43
|
%(1)
|
|
|
Offering Expenses Borne by the Fund (Excluding Preferred Share Offering Expenses) (as a percentage of offering
price)
|
|
|
0.17
|
%(1)
|
|
|
Dividend Reinvestment and Cash Prepurchase Plan Fees
|
|
|
|
|
|
|
Sale Transactions
|
|
$
|
1.00
|
(2)
|
|
|
Preferred Share Offering Expenses Borne by the Fund (as a percentage of net assets attributable to common shares)
|
|
|
0.03
|
%(3)
|
|
|
|
|
|
|
|
Percentage of Net
Assets
Attributable
to Common Shares
|
|
|
|
Annual Expenses
|
|
|
|
|
|
|
Management Fees
|
|
|
1.19
|
%(4)
|
|
|
Interest on Borrowed Funds
|
|
|
None
|
(5)
|
|
|
Other Expenses
|
|
|
0.15
|
%(4)
|
|
|
Total Annual Expenses
|
|
|
1.34
|
%
|
|
|
Dividends on Preferred Shares
|
|
|
1.06
|
%(6)
|
|
|
|
|
|
|
|
Total Annual Expenses and Dividends on Preferred Shares
|
|
|
2.40
|
%(4)
|
|
|
|
|
|
(1)
|
Estimated maximum amount based on offering of $400 million in common shares and $100 million in preferred shares. The estimates assume a 1%
sales load on common shares and $661,960 in common offering expenses, and a 3.15% sales load on preferred shares and $282,990 in preferred offering expenses. The total sales load was estimated by adding together the dollar amount of the estimated
sales loads on the estimated common and preferred share offerings, and dividing by the total maximum offering price of securities that may be sold pursuant to this registration statement. Sales load on preferred shares is an expense borne by the
Fund and indirectly by the holders of its common shares. This estimated expense, which amounts to $3,150,000, based on the estimated preferred share offering amount of $100 million, is reflected in the expense example following this table, and
reflects an expense to common shareholders that is estimated to equal 0.33% of net assets attributable to common shares, assuming net assets attributable to common shares of $968 million (which includes issuance of $400 million in common shares).
Actual sales loads and offering expenses may be higher or lower than these estimates and will be set forth in the Prospectus Supplement if applicable.
|
(2)
|
Shareholders participating in the Funds Automatic Dividend Reinvestment Plan do not incur any additional fees. Shareholders
participating in the Voluntary Cash Purchase Plan would pay their pro rata share of brokerage commissions for transactions to purchase shares and $1.00 per transaction plus their pro rata share of brokerage commissions per transaction to sell
shares. See Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan.
|
(3)
|
Assumes issuance of $100 million in liquidation preference of fixed rate preferred shares, net assets attributable to common shares of
approximately $968 million (which includes issuance of $400 million in common shares) and $282,990 in preferred offering expenses. The actual amounts in connection with any offering will be set forth in the Prospectus Supplement if applicable.
|
(4)
|
The Investment Advisers fee is 1.00% annually of the Funds average weekly net assets, with no deduction for the liquidation
preference of any outstanding preferred shares, as defined in the Funds investment advisory agreement. Consequently, if the Fund has preferred shares outstanding, the investment management fees and other expenses as a percentage of net assets
attributable to common shares will be higher than if the Fund
|
17
|
does not utilize a leveraged capital structure. Other Expenses are based on estimated amounts for the current year assuming completion of the proposed issuances.
|
(5)
|
The Fund has no current intention of borrowing from a lender during the one year following the date of this Prospectus.
|
(6)
|
The Dividends on preferred shares represent distributions on the existing preferred shares outstanding and assuming $100 million of preferred
shares are issued with an assumed fixed dividend rate of 5.875%, with no mandatory call date. There can, of course, be no guarantee that any preferred shares would be issued or, if issued, the terms thereof.
|
The following example illustrates the expenses you would pay on a $1,000 investment in common shares, followed by a preferred share
offering, assuming a 5% annual portfolio total return.* The expenses illustrated in the following example include the maximum estimated sales load on common shares of $10 and on preferred shares of $31.50, and estimated offering expenses of $0.98
from the issuance of $400 million in common shares and $100 million in preferred shares. The preferred shares sales load is spread over the Funds entire net assets attributable to common shares (assuming completion of the proposed issuances);
therefore, the allocable portion of such sales load to a common shareholder making a $1,000 investment in these circumstances is estimated to be $3.25. The actual amounts in connection with any offering will be set forth in the Prospectus Supplement
if applicable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
|
|
|
|
Total Expenses Incurred
|
|
|
$
|
39
|
|
|
|
$
|
89
|
|
|
|
$
|
141
|
|
|
|
$
|
284
|
|
* The example should not be considered a representation of future expenses. The example is based on total Annual Expenses and Dividends
on Preferred Shares shown in the table above and assumes that the amounts set forth in the table do not change and that all distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. Moreover, the
Funds actual rate of return may be greater or less than the hypothetical 5% return shown in the example.
18
FINANCIAL HIGHLIGHTS
The selected data below sets forth the per share operating performance and ratios for the periods presented. The financial information was
derived from and should be read in conjunction with the Financial Statements of the Fund and Notes thereto, which are incorporated by reference into the SAI. The financial information for the five fiscal years ended December 31, 2018, 2017,
2016, 2015, and 2014 has been audited by PricewaterhouseCoopers LLP, the Funds independent registered public accounting firm, whose unqualified report on such financial statements is incorporated by reference into the SAI.
Selected data for a common share of beneficial interest outstanding throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$
|
5.46
|
|
|
$
|
5.68
|
|
|
$
|
5.34
|
|
|
$
|
7.35
|
|
|
$
|
9.94
|
|
|
$
|
13.26
|
|
|
$
|
14.70
|
|
|
$
|
18.25
|
|
|
$
|
15.91
|
|
|
$
|
10.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.07
|
|
|
|
0.06
|
|
|
|
0.03
|
|
|
|
0.02
|
|
|
|
0.03
|
|
|
|
0.07
|
|
|
|
0.11
|
|
|
|
0.11
|
|
|
|
0.17
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain/(loss) on investments, swap contracts, securities sold short, written options, and foreign
currency transactions
|
|
|
(0.73
|
)
|
|
|
0.35
|
|
|
|
1.15
|
|
|
|
(1.15
|
)
|
|
|
(1.51
|
)
|
|
|
(1.89
|
)
|
|
|
(0.01
|
)
|
|
|
(2.00
|
)
|
|
|
3.61
|
|
|
|
7.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
(0.66
|
)
|
|
|
0.41
|
|
|
|
1.18
|
|
|
|
(1.13
|
)
|
|
|
(1.48
|
)
|
|
|
(1.82
|
)
|
|
|
0.10
|
|
|
|
(1.89
|
)
|
|
|
3.78
|
|
|
|
7.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Preferred Shareholders: (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.00
|
)(b)
|
|
|
(0.00
|
)(b)
|
|
|
(0.02
|
)
|
|
|
(0.00
|
)(b)
|
|
|
(0.00
|
)(b)
|
|
|
(0.00
|
)(b)
|
|
|
(0.03
|
)
|
|
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.05
|
)
|
|
|
(0.07
|
)
|
|
|
(0.10
|
)
|
|
|
(0.12
|
)
|
|
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to preferred shareholders
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
(0.05
|
)
|
|
|
(0.07
|
)
|
|
|
(0.10
|
)
|
|
|
(0.15
|
)
|
|
|
(0.29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in net assets attributable to common shareholders resulting from operations
|
|
|
(0.69
|
)
|
|
|
0.38
|
|
|
|
1.14
|
|
|
|
(1.17
|
)
|
|
|
(1.52
|
)
|
|
|
(1.87
|
)
|
|
|
0.03
|
|
|
|
(1.99
|
)
|
|
|
3.63
|
|
|
|
6.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
(0.06
|
)
|
|
|
(0.02
|
)
|
|
|
(0.09
|
)
|
|
|
(0.31
|
)
|
|
|
(0.26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.75
|
)
|
|
|
(1.36
|
)
|
|
|
(1.54
|
)
|
|
|
(1.37
|
)
|
|
|
(0.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Return of capital
|
|
|
(0.57
|
)
|
|
|
(0.55
|
)
|
|
|
(0.80
|
)
|
|
|
(0.82
|
)
|
|
|
(1.08
|
)
|
|
|
(0.63
|
)
|
|
|
(0.24
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
(0.97
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
|
(0.60
|
)
|
|
|
(0.60
|
)
|
|
|
(0.84
|
)
|
|
|
(0.84
|
)
|
|
|
(1.08
|
)
|
|
|
(1.44
|
)
|
|
|
(1.62
|
)
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from issuance of common shares
|
|
|
0.00
|
(b)
|
|
|
0.00
|
(b)
|
|
|
0.04
|
|
|
|
|
|
|
|
0.01
|
|
|
|
0.01
|
|
|
|
0.15
|
|
|
|
0.12
|
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from repurchase of common shares
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
(0.00
|
)(b)
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from repurchase of preferred shares and transaction fees
|
|
|
0.00
|
(b)
|
|
|
0.00
|
(b)
|
|
|
0.00
|
(b)
|
|
|
(0.00
|
)(b)
|
|
|
0.00
|
(b)
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
Offering costs for preferred shares charged to paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to offering costs for preferred shares credited to paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fund share transactions
|
|
|
0.00
|
(b)
|
|
|
|
|
|
|
0.04
|
|
|
|
(0.00
|
)(b)
|
|
|
0.01
|
|
|
|
(0.01
|
)
|
|
|
0.15
|
|
|
|
0.12
|
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Year
|
|
$
|
4.17
|
|
|
$
|
5.46
|
|
|
$
|
5.68
|
|
|
$
|
5.34
|
|
|
$
|
7.35
|
|
|
$
|
9.94
|
|
|
$
|
13.26
|
|
|
$
|
14.70
|
|
|
$
|
18.25
|
|
|
$
|
15.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV total return
|
|
|
(13.54
|
)%
|
|
|
7.05
|
%
|
|
|
22.67
|
%
|
|
|
(17.59
|
)%
|
|
|
(17.23
|
)%
|
|
|
(14.62
|
)%
|
|
|
1.36
|
%
|
|
|
(11.00
|
)%
|
|
|
27.25
|
%
|
|
|
74.36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of year
|
|
$
|
3.70
|
|
|
$
|
5.21
|
|
|
$
|
5.30
|
|
|
$
|
4.75
|
|
|
$
|
7.00
|
|
|
$
|
9.02
|
|
|
$
|
12.80
|
|
|
$
|
14.11
|
|
|
$
|
19.27
|
|
|
$
|
16.34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment total return
|
|
|
(19.44
|
)%
|
|
|
9.61
|
%
|
|
|
29.39
|
%
|
|
|
(22.14
|
)%
|
|
|
(13.01
|
)%
|
|
|
(19.51
|
)%
|
|
|
1.82
|
%
|
|
|
(18.98
|
)%
|
|
|
30.77
|
%
|
|
|
40.14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets including liquidation value of preferred shares, end of year (in 000s)
|
|
$
|
655,478
|
|
|
$
|
828,655
|
|
|
$
|
853,079
|
|
|
$
|
691,468
|
|
|
$
|
920,538
|
|
|
$
|
1,152,361
|
|
|
$
|
1,428,491
|
|
|
$
|
1,206,020
|
|
|
$
|
1,119,246
|
|
|
$
|
620,047
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets attributable to common shares, end of year (in 000s)
|
|
$
|
568,366
|
|
|
$
|
740,746
|
|
|
$
|
764,312
|
|
|
$
|
601,745
|
|
|
$
|
828,027
|
|
|
$
|
1,057,668
|
|
|
$
|
1,329,599
|
|
|
$
|
1,107,127
|
|
|
$
|
1,020,354
|
|
|
$
|
521,155
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net investment income to average net assets attributable to common shares
|
|
|
1.38
|
%
|
|
|
1.13
|
%
|
|
|
0.44
|
%
|
|
|
0.30
|
%
|
|
|
0.21
|
%
|
|
|
0.59
|
%
|
|
|
0.33
|
%
|
|
|
0.16
|
%
|
|
|
0.41
|
%
|
|
|
1.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of operating expenses to average net assets attributable to common shares
|
|
|
1.35
|
%(c)(d)
|
|
|
1.31
|
%(c)(d)
|
|
|
1.32
|
%(c)(d)
|
|
|
1.29
|
%(c)
|
|
|
1.24
|
%
|
|
|
1.20
|
%
|
|
|
1.22
|
%(e)
|
|
|
1.27
|
%(e)
|
|
|
1.33
|
%(e)
|
|
|
1.78
|
%(e)
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of operating expenses to average net assets including liquidation value of preferred shares
|
|
|
1.19
|
%(c)(d)
|
|
|
1.17
|
%(c)(d)
|
|
|
1.18
|
%(c)(d)
|
|
|
1.15
|
%(c)
|
|
|
1.14
|
%
|
|
|
1.11
|
%
|
|
|
1.12
|
%(e)
|
|
|
1.16
|
%(e)
|
|
|
1.17
|
%(e)
|
|
|
1.35
|
%(e)
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
145.7
|
%(c)(d)
|
|
|
214.6
|
%
|
|
|
198.4
|
%
|
|
|
36.0
|
%
|
|
|
87.4
|
%
|
|
|
83.7
|
%
|
|
|
47.4
|
%
|
|
|
66.4
|
%
|
|
|
51.5
|
%
|
|
|
61.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.625% Series A Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of year (in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding (in 000s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation preference per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Average market value (f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
25.79
|
|
|
$
|
26.10
|
|
|
$
|
26.01
|
|
|
$
|
24.60
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset coverage per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
361.12
|
|
|
$
|
304.88
|
|
|
$
|
282.95
|
|
|
$
|
156.75
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset coverage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,444
|
%
|
|
|
1,220
|
%
|
|
|
1,132
|
%
|
|
|
627
|
%
|
|
|
|
|
|
|
|
|
|
|
|
5.000% Series B Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of year (in 000s)
|
|
$
|
87,112
|
|
|
$
|
87,909
|
|
|
$
|
88,767
|
|
|
$
|
89,724
|
|
|
$
|
92,512
|
|
|
$
|
94,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding (in 000s)
|
|
|
3,484
|
|
|
|
3,516
|
|
|
|
3,551
|
|
|
|
3,589
|
|
|
|
3,700
|
|
|
|
3,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation preference per share
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average market value (f)
|
|
$
|
23.06
|
|
|
$
|
24.13
|
|
|
$
|
23.81
|
|
|
$
|
22.03
|
|
|
$
|
21.28
|
|
|
$
|
21.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset coverage per share
|
|
$
|
188
|
|
|
$
|
236
|
|
|
$
|
240
|
|
|
$
|
193
|
|
|
$
|
249
|
|
|
$
|
304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset coverage
|
|
|
752
|
%
|
|
|
943
|
%
|
|
|
961
|
%
|
|
|
771
|
%
|
|
|
995
|
%
|
|
|
1,217
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based on net asset value per share, adjusted for reinvestment of distributions at the net asset value per share on the ex-dividend dates.
|
|
Based on market value per share, adjusted for reinvestment of distributions at prices obtained under the Funds dividend reinvestment
plan.
|
(a)
|
Calculated based on average common shares outstanding on the record dates through the years.
|
(b)
|
Amount represents less than $0.005 per share.
|
(c)
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The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the years ended December 31, 2018,
2017, 2016 and 2015, there was no impact on the expense ratios.
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(d)
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The Fund incurred dividend expenses on securities sold short. If this expense had not been incurred, the expense ratios for the years ended
December 31, 2018, 2017 and 2016 would have been 1.33%, 1.30% and 1.31% attributable to common shares, respectively, and 1.17%, 1.16% and 1.17% including liquidation value of preferred shares, respectively.
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(e)
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The Fund incurred interest expense during the year ended December 31, 2008. If interest expense had not been incurred, the ratio of operating
expenses to average net assets attributable to common shares would have been 1.54% and the ratio of operating expenses to average net assets, including liquidation value of preferred shares, would have been 1.25%. For the years ended December 31,
2011, 2010 and 2009, the effect of interest expense was minimal.
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(f)
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Based on weekly prices.
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See Notes to the Financial Statements.
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USE OF PROCEEDS
The Investment Adviser expects that it will initially invest the proceeds of the offering in high quality short term debt securities and
instruments. The Investment Adviser anticipates that the investment of the proceeds will be made in accordance with the Funds investment objectives and policies as appropriate investment opportunities are identified, which is expected to
substantially be completed within three months; however, changes in market conditions could result in the Funds anticipated investment period extending to as long as six months. This could occur if market conditions are unstable to such an
extent that the Investment Adviser believes market risk is greater than the benefit of making additional investments at that time. Depending on market conditions and operations, a portion of the cash held by the Fund, including any proceeds raised
from the offering to be identified in any relevant Prospectus Summary, may be used to pay distributions in accordancy with the Funds distribution policy. Such distribution may include a return of capital and should not be considered as
dividend yield or the total return from an investment in the Fund.
While it does not currently expect to do so, the Fund may
also use the net proceeds from the offering to call, redeem or repurchase shares of its Series B Preferred Shares. The distribution rate on the Series B Preferred Shares is 5.00%.
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THE FUND
The Fund is a non-diversified, closed-end management investment company registered under the 1940 Act. The Fund was organized as a
Delaware statutory trust on January 4, 2005, pursuant to an Agreement and Declaration of Trust governed by the laws of the State of Delaware. The Fund commenced investment operations on March 31, 2005. The Funds principal office is
located at One Corporate Center, Rye, New York, 10580-1422 and its telephone number is (800) 422-3554.
INVESTMENT OBJECTIVES AND POLICIES
Investment Objectives
The Funds primary investment objective is to
provide a high level of current income. The Funds secondary investment objective is to seek capital appreciation consistent with the Funds strategy and its primary objective. Under normal market conditions, the Fund will attempt to
achieve its objectives by investing at least 80% of its assets in equity securities of companies principally engaged in the gold industry and the natural resources industries. The Fund will invest at least 25% of its assets in the equity securities
of companies principally engaged in the gold industry, which includes companies principally engaged in the exploration, mining, fabrication, processing, distribution or trading of gold or the financing, managing, controlling or operating of
companies engaged in gold-related activities. In addition, the Fund will invest at least 25% of its assets in the equity securities of companies principally engaged in the group of industries that constitute the natural resources
industries, which include companies principally engaged in the exploration, production or distribution of natural resources, such as gas, oil, paper, food and agriculture, forestry products, metals (other than gold) and minerals as well as related
transportation companies and equipment manufacturers. The Fund may invest in the securities of companies located anywhere in the world. Under normal market conditions, the Fund will invest at least 40% of its assets in the securities of issuers
located in at least three countries other than the United States. For this purpose an issuer will be treated as located outside the United States if it is either organized or headquartered outside the United States and has a substantial portion of
its operations or sales outside the United States. Equity securities may include common stocks, preferred stocks, convertible securities, warrants, depository receipts and equity interests in trusts and other entities. Other Fund investments may
include investment companies, securities of issuers subject to reorganization or other risk arbitrage investments, certain derivative instruments, debt (including obligations of the United States government) and money market instruments. The Fund
may invest up to 10% of its total assets in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality, including securities of issuers in default, which are likely to have the
lowest rating. These securities, which may be preferred shares or debt, are predominantly speculative and involve major risk exposure to adverse conditions. Securities that are rated lower than BBB by S&P, or lower than
Baa by Moodys or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly referred to as junk bonds or high yield securities.
As part of its investment strategy, the Fund intends to generate gains through an option strategy of writing (selling) covered call
options on equity securities in its portfolio. When the Fund sells a covered call option, it generates gains in the form of the premium paid by the buyer of the call option, but the Fund forgoes the opportunity to participate in any increase in the
value of the underlying equity security above the exercise price of the option.
Investment Methodology of the Fund
In selecting securities for the Fund, the Investment Adviser normally considers the following factors, among others:
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the industry of the issuer of a security;
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the potential of the Fund to earn gains from writing covered call options on such securities;
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the interest or dividend income generated by the securities;
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the potential for capital appreciation of the securities;
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the prices of the securities relative to comparable securities;
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whether the securities are entitled to the benefits of call protection or other protective covenants;
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the existence of any anti-dilution protections or guarantees of the security; and
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the number and size of investments of the portfolio as to issuers.
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The Investment Advisers investment philosophy with respect to selecting investments in the gold industry and the natural resources
industries is to emphasize quality and value, as determined by such factors as asset quality, balance sheet leverage, management ability, reserve life, cash flow, and commodity hedging exposure. In addition, in making stock selections, the
Investment Adviser looks for securities that it believes may have a superior yield as well as capital gains potential.
Certain Investment
Practices
Gold Industry Concentration. Under normal market conditions the Fund will invest
at least 25% of its assets in the equity securities of Gold Companies. Gold Companies are those Companies that are principally engaged in the gold industry, which includes companies principally engaged in the exploration,
mining, fabrication, processing, distribution or trading of gold, or the financing, managing, controlling or operating of companies engaged in gold-related activities. The Funds investments in Gold Companies will generally be in
the common equity of Gold Companies, but the Fund may also invest in other securities of Gold Companies, such as preferred stocks, securities convertible into common stocks, and securities such as rights and warrants that have common stock
characteristics.
In selecting investments in Gold Companies for the Fund, the Investment Adviser will focus on stocks that are
undervalued, but which appear to have favorable prospects for growth. Factors considered in this determination will include capitalization per ounce of gold production, capitalization per ounce of recoverable reserves, quality of management and
ability to create shareholder wealth. Because most of the worlds gold production is outside of the United States, the Fund may have a significant portion of its investments in Gold Companies in securities of foreign issuers, including those
located in developed as well as emerging markets. The percentage of Fund assets invested in particular countries or regions will change from time to time based on the Investment Advisers judgment. Among other things, the Investment Adviser
will consider the economic stability and economic outlook of these countries and regions. See Risk Factors and Special ConsiderationsIndustry Risks.
Natural Resources Industries Concentration. Under normal market conditions, the Fund will invest at least 25% of its assets in equity securities of Natural Resources
Companies. Natural Resources Companies are those that are principally engaged in the group of industries that constitute the natural resources industries, which include companies principally engaged in the exploration, production or
distribution of energy or natural resources, such as gas, oil, paper, food and agriculture, forestry products, metals (other than gold) and minerals as well as related transportation companies and equipment manufacturers.
Principally engaged, as used in this Prospectus, means a company that derives at least 50% of its revenues or earnings or devotes at least
50% of its assets to gold or natural resources related activities, as the case may be.
Covered Calls and Other Option
Transactions. The Fund intends to generate gains through an option strategy which will normally consist of writing (selling) call options on equity securities in its portfolio (covered calls), but may, in
amounts up to 15% of the Funds assets, consist of writing uncovered call options on additional amounts of such securities beyond the amounts held in its portfolio, on other securities not held in its portfolio, on indices comprised of Gold
Companies or Natural Resources Companies or on exchange traded funds comprised of such issuers and also may consist of writing put options on securities in its portfolio. Writing a covered call is the selling of an option contract entitling the
buyer to purchase an underlying security that the Fund owns, while writing an uncovered call is the selling of such a contract entitling the buyer to purchase a security the Fund does not own or in an amount in excess of the amount the Fund owns.
When the Fund sells a call option, it generates gains in the form of the premium paid by the buyer of the call option, but the Fund forgoes the opportunity to participate in any increase in the value of the underlying equity security above the
exercise price of the option. The writer of the call option has the obligation, upon exercise of the option, to deliver the underlying security or currency upon payment of the exercise price during the option period.
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A put option is the reverse of a call option, giving the buyer the right, in return for a
premium, to sell the underlying security to the writer, at a specified price, and obligating the writer to purchase the underlying security from the holder at that price. When the Fund sells a put option, it generates gains in the form of the
premium paid by the buyer of the put option, but the Fund will have the obligation to buy the underlying security at the exercise price if the price of the security decreases below the exercise price of the option.
If the Fund has written a call option, it may terminate its obligation by effecting a closing purchase transaction. This is accomplished
by purchasing a call option with the same terms as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction. Similarly, if the Fund is the holder of
an option, it may liquidate its position by effecting a closing sale transaction. This is accomplished by selling an option with the same terms as the option previously purchased. There can be no assurance that either a closing purchase or sale
transaction can be effected when the Fund so desires.
The Fund will realize a profit from a closing transaction if the price
of the transaction is less than the premium it received from writing the option or is more than the premium it paid to purchase the option; the Fund will realize a loss from a closing transaction if the price of the transaction is more than the
premium it received from writing the option or is less than the premium it paid to purchase the option. Since call option prices generally reflect increases in the price of the underlying security, any loss resulting from the repurchase of a call
option may also be wholly or partially offset by unrealized appreciation of the underlying security. Other principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price and
price volatility of the underlying security and the time remaining until the expiration date of the option. Gains and losses on investments in options depend, in part, on the ability of the Investment Adviser to predict correctly the effect of these
factors. The use of options cannot serve as a complete hedge since the price movement of securities underlying the options will not necessarily follow the price movements of the portfolio securities subject to the hedge.
An option position may be closed out only on an exchange that provides a secondary market for an option with the same terms or in a
private transaction. Although the Fund will generally purchase or write options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option. In
such event, it might not be possible to effect closing transactions in particular options, in which case the Fund would have to exercise its options in order to realize any profit and would incur brokerage commissions upon the exercise of call
options and upon the subsequent disposition of underlying securities for the exercise of put options.
When the Fund writes an
uncovered call option or put option, it will segregate liquid assets with its custodian in an amount equal to the amount, adjusted daily, by which such option is in the money or will treat the unsegregated amount as borrowings.
Although the Investment Adviser will attempt to take appropriate measures to minimize the risks relating to the Funds writing and
purchasing of put and call options, there can be no assurance that the Fund will succeed in any option-writing program it undertakes. See Risk Factors and Special ConsiderationsRisks Associated with Covered Calls and Other Options.
Foreign Securities. Because many of the worlds Gold Companies and Natural Resources
Companies are located outside of the United States, the Fund may have a significant portion of its investments in securities of foreign issuers, which are generally denominated in foreign currencies. See Risk Factors and Special
ConsiderationsForeign Securities Risk.
The Fund may also purchase sponsored American Depository Receipts
(ADRs) or U.S. dollar denominated securities of foreign issuers. ADRs are receipts issued by U.S. banks or trust companies in respect of securities of foreign issuers held on deposit for use in the U.S. securities markets.
Emerging Markets. The Fund may invest without limit in securities of emerging market issuers.
These securities may be U.S. dollar denominated or non-U.S. dollar denominated, including emerging market country currency denominated. An emerging market country is any country that is
considered to be an emerging or developing country by the International Bank for Reconstruction and Development (the World Bank).
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Emerging market countries generally include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe.
Registered Investment Companies. The Fund may invest in registered investment companies in accordance with
the 1940 Act, to the extent consistent with the Funds investment objectives, including exchange traded funds that concentrate in investments in the gold or natural resources industries. The 1940 Act generally prohibits the Fund from investing
more than 5% of its assets in any one other investment company or more than 10% of its assets in all other investment companies. However, many exchange-traded funds are exempt from these limitations.
Illiquid Investments. The Fund may invest up to 15% of its net assets in securities for which there is no
readily available trading market or that are otherwise illiquid. Illiquid securities include, among other things, securities legally restricted as to resale such as commercial paper issued pursuant to Section 4(2) of the Securities Act,
securities traded pursuant to Rule 144A of the Securities Act, written OTC options, repurchase agreements with maturities in excess of seven days, certain loan participation interests, fixed time deposits which are not subject to prepayment or
provide for withdrawal penalties upon prepayment (other than overnight deposits), and other securities whose disposition is restricted under the federal securities laws. Section 4(2) and Rule 144A securities may, however, be treated as
liquid by the Investment Adviser pursuant to procedures adopted by the Board of Trustees, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. If
the Fund invests in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers exhibit weak demand for such securities.
It may be more difficult to sell unregistered securities at an attractive price should their resale remain restricted than if such securities were in the future to become publicly traded. Where
registration is desired, a considerable period may elapse between a decision to sell the securities and the time when registration is complete. Thus, the Fund may not be able to obtain as favorable a price at the time of the decision to sell as it
might achieve in the future. The Fund may also acquire securities with contractual restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.
Income Securities. The Fund may invest in other equity securities that are expected to periodically accrue
or generate income for their holders such as common and preferred stocks of issuers that have historically paid periodic dividends or otherwise made distributions to stockholders. Unlike fixed income securities, dividend payments generally are not
guaranteed and so may be discontinued by the issuer at its discretion or because of the issuers inability to satisfy its liabilities. Further, an issuers history of paying dividends does not guarantee that it will continue to pay
dividends in the future. In addition to dividends, under certain circumstances the holders of common stock may benefit from the capital appreciation of the issuer.
In addition, the Fund also may invest in fixed income securities such as convertible securities, bonds, debentures, notes, stock, short term discounted Treasury Bills or certain securities of the
U.S. government sponsored instrumentalities, as well as money market mutual funds that invest in those securities, which, in the absence of an applicable exemptive order, will not be affiliated with the Investment Adviser. Fixed income
securities obligate the issuer to pay to the holder of the security a specified return, which may be either fixed or reset periodically in accordance with the terms of the security. Fixed income securities generally are senior to an issuers
common stock and their holders generally are entitled to receive amounts due before any distributions are made to common stockholders. Common stocks, on the other hand, generally do not obligate an issuer to make periodic distributions to holders.
The Fund may also invest in obligations of government sponsored instrumentalities. Unlike
non-U.S. government securities, obligations of certain agencies and instrumentalities of the United States government, such as the Government National Mortgage Association, are supported by the full
faith and credit of the United States government; others, such as those of the Export-Import Bank of the United States, are supported by the right of the issuer to borrow from the United States Treasury; others, such as those of the Federal
National Mortgage Association, are supported by the discretionary authority of the United States government to purchase the agencys obligations; and still others, such as those of the Student Loan Marketing Association, are supported only by
the credit of the instrumentality. No assurance can be given that the United States government would provide financial support to United States government sponsored instrumentalities if it is not obligated to
25
do so by law. Although the Fund may invest in all types of obligations of agencies and instrumentalities of the United States government, the Fund currently intends to invest only in obligations
of government sponsored instrumentalities that are supported by the full faith and credit of the U.S. government.
When Issued, Delayed Delivery Securities and Forward Commitments. The Fund may enter into forward commitments for the purchase or sale of securities, including on a
when issued or delayed delivery basis, in excess of customary settlement periods for the type of security involved. In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as
approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a when, as and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery
taking place in the future, generally a month or more after the date of the commitment. While it will only enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement
date if it is deemed advisable.
Securities purchased under a forward commitment are subject to market fluctuation, and no
interest (or dividends) accrues to the Fund prior to the settlement date. The Fund will segregate with its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments.
Short Sales. The Fund may make short sales as a form of hedging to offset potential declines in long
positions in the same or similar securities, including short sales against the box. The short sale of a security is considered a speculative investment technique. At the time of the sale, the Fund will own, or have the immediate and unconditional
right to acquire at no additional cost, identical or similar securities or establish a hedge against a security of the same issuer which may involve additional cost, such as an in the money warrant.
Short sales against the box are subject to special tax rules, one of the effects of which may be to accelerate the recognition
of income by the Fund. Other than with respect to short sales against the box, the Fund will limit short sales of securities to not more than 5% of the Funds assets. When the Fund makes a short sale, it must deliver the security to the
broker-dealer through which it made the short sale in order to satisfy its obligation to deliver the security upon conclusion of the sale.
Repurchase Agreements. Repurchase agreements may be seen as loans by the Fund collateralized by underlying debt securities. Under the terms of a typical repurchase agreement,
the Fund would acquire an underlying debt obligation for a relatively short period (usually not more than one week) subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed price and time. This
arrangement results in a fixed rate of return to the Fund that is not subject to market fluctuations during the holding period. The Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and
the Fund is delayed in or prevented from exercising its rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period in which it seeks to assert these rights.
The Investment Adviser, acting under the supervision of the Board of Trustees, reviews the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate these risks, and monitors on an ongoing basis
the value of the securities subject to repurchase agreements to ensure that the value is maintained at the required level. The Fund will not enter into repurchase agreements with the Investment Adviser or any of its affiliates.
Convertible Securities. A convertible security is a bond, debenture, note, stock or other similar security
that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. Before conversion, convertible securities
have characteristics similar to non-convertible debt securities in that they ordinarily provide a stream of income with generally higher yields than those of common stock of the same or similar issuers. Convertible securities are senior in rank to
common stock in a corporations capital structure and, therefore, generally entail less risk than the corporations common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a fixed income security. See Risk Factors and Special ConsiderationsConvertible Securities Risk.
Non-Investment Grade Securities. The Fund may invest up to 10% of its assets in securities rated below investment grade by recognized statistical rating agencies or unrated
securities of comparable quality. The prices of these lower grade securities are more sensitive to negative developments, such as a decline in the issuers
26
revenues or a general economic downturn, than are the prices of higher grade securities. Securities of below investment grade qualitythose securities rated below Baa by
Moodys or below BBB by S&P (or unrated securities of comparable quality)are predominantly speculative with respect to the issuers capacity to pay interest and repay principal when due and therefore involve a greater
risk of default. Securities rated below investment grade commonly are referred to as junk bonds or high yield securities.
Generally, such lower grade securities and unrated securities of comparable quality offer a higher current yield than is offered by higher rated securities, but also (i) will likely have some quality
and protective characteristics that, in the judgment of the rating organizations, are outweighed by large uncertainties or major risk exposures to adverse conditions and (ii) are predominantly speculative with respect to the issuers
capacity to pay interest and repay principal in accordance with the terms of the obligation. The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than
higher quality securities. In addition, such lower grade securities and comparable unrated securities generally present a higher degree of credit risk. The risk of loss due to default by these issuers is significantly greater because such lower
grade securities and unrated securities of comparable quality generally are unsecured and frequently are subordinated to the prior payment of senior indebtedness. In light of these risks, the Investment Adviser, in evaluating the creditworthiness of
an issue, whether rated or unrated, will take various factors into consideration, which may include, as applicable, the issuers operating history, financial resources and its sensitivity to economic conditions and trends, the market support
for the facility financed by the issue, the perceived ability and integrity of the issuers management and regulatory matters.
In addition, the market value of securities in lower grade categories is more volatile than that of higher quality securities, and the markets in which such lower grade or unrated securities are traded
are more limited than those in which higher rated securities are traded. The existence of limited markets may make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating its net
asset value. Moreover, the lack of a liquid trading market may restrict the availability of securities for the Fund to purchase and may also have the effect of limiting the ability of the Fund to sell securities at their fair value to respond to
changes in the economy or the financial markets.
Non-investment grade and unrated securities of comparable quality also
present risks based on payment expectations. If an issuer calls the obligation for redemption (often a feature of fixed income securities), the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for
investors. Also, as the principal value of bonds moves inversely with movements in interest rates, in the event of rising interest rates the value of the securities held by the Fund may decline proportionately more than a portfolio consisting of
higher rated securities. Investments in zero coupon bonds may be more speculative and subject to greater fluctuations in value due to changes in interest rates than bonds that pay interest currently. Interest rates are at historical lows and,
therefore, it is likely that they will rise in the future.
The Fund may purchase securities of companies that are experiencing
significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant financial returns to the Fund, they involve a
substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investments in issuers experiencing significant business and financial difficulties is unusually high. There can be no assurance
that the Fund will correctly evaluate the value of the assets collateralizing its investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio investment, the
Fund may lose all or part of its investment or may be required to accept collateral with a value less than the amount of the Funds initial investment.
As part of its investments in lower grade securities, the Fund may invest without limit in securities of issuers in default. The Fund will make an investment in securities of issuers in default only when
the Investment Adviser believes that such issuers will honor their obligations or emerge from bankruptcy protection and the value of these securities will appreciate. By investing in securities of issuers in default, the Fund bears the risk that
these issuers will not continue to honor their obligations or emerge from bankruptcy protection or that the value of the securities will not appreciate.
In addition to using statistical rating agencies and other sources, the Investment Adviser also performs its own analysis of issues in seeking investments that it believes to be underrated (and thus
higher-yielding) in light
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of the financial condition of the issuer. Its analysis of issuers may include, among other things, current and anticipated cash flow and borrowing requirements, value of assets in relation to
historical cost, strength of management, responsiveness to business conditions, credit standing and current anticipated results of operations. In selecting investments for the Fund, the Investment Adviser may also consider general business
conditions, anticipated changes in interest rates and the outlook for specific industries.
Subsequent to its purchase by the
Fund, an issue of securities may cease to be rated or its rating may be reduced. In addition, it is possible that statistical rating agencies might change their ratings of a particular issue to reflect subsequent events on a timely basis. Moreover,
such ratings do not assess the risk of a decline in market value. None of these events will require the sale of the securities by the Fund, although the Investment Adviser will consider these events in determining whether the Fund should continue to
hold the securities.
Fixed income securities, including lower grade securities and comparable unrated securities, frequently
have call or buy-back features that permit their issuers to call or repurchase the securities from their holders, such as the Fund. If an issuer exercises these rights during periods of declining interest rates, the Fund may have to replace the
security with a lower yielding security, thus resulting in a decreased return for the Fund.
The market for lower grade and
comparable unrated securities has at various times, particularly during times of economic recession, experienced substantial reductions in market value and liquidity. Past recessions have adversely affected the value of such securities as well as
ability of certain issuers of such securities to repay principal and pay interest thereon or to refinance such securities. The market for those securities could react in a similar fashion in the event of any future economic recession.
Other Derivative Instruments. The Fund may also utilize other types of derivative instruments, primarily for
hedging or risk management purposes. These instruments include futures, forward contracts, options on such contracts and interest rate, total return and other kinds of swaps. These investment management techniques generally will not be considered
senior securities if the Fund establishes in a segregated account cash or other liquid securities or sets aside assets on the accounting records equal to the Funds obligations in respect of such techniques. For a further description of such
derivative instruments, see Investment Objectives and PoliciesDerivative Instruments in the SAI.
Leveraging. As provided in the 1940 Act and subject to certain exceptions, the Fund may issue senior
securities (which may be additional classes of stock, such as preferred shares, or securities representing debt) so long as its total assets, less certain ordinary course liabilities, exceed 300% of the amount of the debt outstanding and exceed 200%
of the amount of preferred shares and debt outstanding. The use of leverage magnifies the impact of changes in net asset value. For example, a fund that uses 33% leverage will show a 1.5% increase or decline in net asset value for each 1% increase
or decline in the value of its total assets. In addition, if the cost of leverage exceeds the return on the securities acquired with the proceeds of leverage, the use of leverage will diminish rather than enhance the return to the Fund. The use of
leverage generally increases the volatility of returns to the Fund. See Risk Factors and Special ConsiderationsLeverage Risk.
In the event the Fund had both outstanding preferred shares and senior securities representing debt at the same time, the Funds obligations to pay dividends or distributions and, upon liquidation of
the Fund, liquidation payments in respect of its preferred shares would be subordinate to the Funds obligations to make any principal and/or interest payments due and owing with respect to its outstanding senior debt securities. Accordingly,
the Funds issuance of senior securities representing debt would have the effect of creating special risks for the Funds preferred shareholders that would not be present in a capital structure that did not include such securities. See
Risk Factors and Special ConsiderationsSpecial Risks Related to Preferred Securities.
Additionally, the Fund
may enter into derivative transactions that have economic leverage embedded in them. Derivative transactions that the Fund may enter into and the risks associated with them are described elsewhere in this Prospectus and in the SAI. The Fund cannot
assure you that investments in derivative transactions that have economic leverage embedded in them will result in a higher return on its common shares.
To the extent the terms of such transactions obligate the Fund to make payments, the Fund may earmark or segregate cash or liquid assets in an amount at least equal to the current value of the amount then
payable by the Fund under the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations of the staff of the SEC. If the current value of the amount then payable by the Fund under the
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terms of such transactions is represented by the notional amounts of such investments, the Fund would segregate or earmark cash or liquid assets having a market value at least equal to such
notional amounts, and if the current value of the amount then payable by the Fund under the terms of such transactions is represented by the market value of the Funds current obligations, the Fund would segregate or earmark cash or liquid
assets having a market value at least equal to such current obligations. To the extent the terms of such transactions obligate the Fund to deliver particular securities to extinguish the Funds obligations under such transactions the Fund may
cover its obligations under such transactions by either (i) owning the securities or collateral underlying such transactions or (ii) having an absolute and immediate right to acquire such securities or collateral without additional cash
consideration (or, if additional cash consideration is required, having earmarked or segregated an appropriate amount of cash or liquid assets). Such earmarking, segregation or cover is intended to provide the Fund with available assets to satisfy
its obligations under such transactions. As a result of such earmarking, segregation or cover, the Funds obligations under such transactions will not be considered senior securities representing indebtedness for purposes of the 1940 Act, or
considered borrowings, but may create leverage for the Fund. To the extent that the Funds obligations under such transactions are not so earmarked, segregated or covered, such obligations may be considered senior securities representing
indebtedness under the 1940 Act and therefore subject to the 300% asset coverage requirement.
These earmarking,
segregation or cover requirements can result in the Fund maintaining securities positions it would otherwise liquidate, segregating or earmarking assets at a time when it might be disadvantageous to do so or otherwise restrict portfolio management.
Temporary Defensive Investments. Although under normal market conditions the Fund intends to
invest at least 80% of its assets in equity securities of companies principally engaged in the gold industry and the natural resources industries, when a temporary defensive posture is believed by the Investment Adviser to be warranted
(temporary defensive periods), the Fund may without limitation hold cash or invest its assets in money market instruments and repurchase agreements in respect of those instruments. The money market instruments in which the Fund may
invest are obligations of the U.S. government, its agencies or instrumentalities; commercial paper rated A-1 or higher by S&P or Prime-1 by Moodys; and certificates of deposit and bankers
acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation. During temporary defensive periods, the Fund may also invest to the extent permitted by applicable law in shares of money
market mutual funds. Money market mutual funds are investment companies and the investments in those companies by the Fund are in some cases subject to applicable law. See Investment Restrictions in the SAI. The Fund may find it more
difficult to achieve the long term growth of capital component of its investment objectives during temporary defensive periods.
Portfolio Turnover. The Fund will buy and sell securities to accomplish its investment objectives. The
investment policies of the Fund, including its strategy of writing covered call options on securities in its portfolio, are expected to result in portfolio turnover that is higher than that of many investment companies, and may be higher than 100%.
For the years ending December 31, 2018, and December 31, 2017, the portfolio turnover rates were 145.7% and 214.6%, respectively.
Portfolio turnover generally involves expense to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities
and reinvestment in other securities. The portfolio turnover rate is computed by dividing the lesser of the amount of the securities purchased or securities sold by the average monthly value of securities owned during the year (excluding securities
whose maturities at acquisition were one year or less). Higher portfolio turnover may decrease the after-tax return to individual investors in the Fund to the extent it results in a decrease in the portion of the Funds distributions that is
attributable to long term capital gains.
Interest Rate Transactions
The Fund may enter into interest rate swap or cap transactions to manage its borrowing costs, as well as to increase income. The use of
interest rate swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an interest rate swap, the Fund would agree to pay to the
other party to the interest rate swap (which is known as the counterparty) periodically a fixed rate payment in exchange for the counterparty agreeing to pay to the fund
29
periodically a variable rate payment that is intended to approximate the Funds variable rate payment obligation on its borrowings (or the Funds potential variable payment obligations
on fixed rate preferred shares that may have certain variable rate features). In an interest rate cap, the Fund would pay a premium to the counterparty to the interest rate cap and, to the extent that a specified variable rate index exceeds a
predetermined fixed rate, would receive from the counterparty payments of the difference based on the notional amount of such cap. Interest rate swap and cap transactions introduce additional risk because the Fund would remain obligated to pay
interest or preferred shares dividends when due even if the counterparty defaulted. Depending on the general state of short term interest rates and the returns on the Funds portfolio securities at that point in time, such a default could
negatively affect the Funds ability to make interest payments or dividend payments on the preferred shares. In addition, at the time an interest rate swap or cap 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. If this occurs, it could have a negative impact on the Funds ability to make interest payments
or dividend payments on the preferred shares. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, resulting in a decline in the asset coverage for the borrowings or preferred shares. A sudden
and dramatic decline in interest rates may result in a significant decline in the asset coverage. If the Fund fails to maintain the required asset coverage on any outstanding preferred shares or fails to comply with other covenants, the Fund may be
required to prepay some or all of such borrowings or redeem some or all of these shares. Any such prepayment or redemption would likely result in the Fund seeking to terminate early all or a portion of any swap or cap transactions. Early termination
of a swap could result in a termination payment by the Fund to the counterparty, while early termination of a cap could result in a termination payment to the Fund.
The Fund may enter into equity contract for difference swap transactions, for the purpose of increasing the income of the Fund. 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 Funds portfolio securities at the time a 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.
The Fund will usually enter into swaps or caps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the payment date or dates specified in the instrument, with the
Fund receiving or paying, as the case may be, only the net amount of the two payments. The Fund intends to segregate or earmark cash or liquid assets a value at least equal to the value of the Funds net payment obligations under any swap
transaction, marked to market daily. The Fund will monitor any such swap with a view to ensuring that the Fund remains in compliance with all applicable regulatory, investment policy and tax requirements.
If the Fund writes (sells) a credit default swap or credit default index swap, then the Fund will, during the term of the swap agreement,
designate on its books and records in connection with such transaction liquid assets or cash with a value at least equal to the full notional amount of the contract.
Further information on the investment objectives and policies of the Fund is set forth in the SAI.
30
RISK FACTORS AND SPECIAL CONSIDERATIONS
Investors should consider the following risk factors and special considerations associated with investing in the Fund:
Total Return Risk
The
Fund utilizes several investment management techniques in an effort to generate positive total return. The risks of these techniques, such as option writing, leverage, concentration in certain industries, and investing in emerging markets, are
described in the following paragraphs. Taken together these and other techniques represent a risk that the Fund will experience a negative total return even in market environments that are generally positive and that the Funds returns, both
positive and negative, may be more volatile than if the Fund did not utilize these investment techniques.
Industry Risks
Industry Risks. The Funds investments will be concentrated in the gold and natural resources
industries. Because the Fund is concentrated in these industries, it may present more risks than if it were broadly diversified over numerous industries and sectors of the economy. A downturn in the gold or natural resources industries would have a
larger impact on the Fund than on an investment company that does not concentrate in such industries.
The Fund invests in
equity securities of Gold Companies. Equity securities of Gold Companies may experience greater volatility than companies not involved in the gold industry. Investments related to gold are considered speculative and are affected by a variety of
worldwide economic, financial and political factors. The price of gold, which has experienced substantial increases in recent periods, may fluctuate sharply, including substantial decreases, over short periods of time due to changes in inflation or
expectations regarding inflation in various countries, the availability of supplies of gold, changes in industrial and commercial demand, gold sales by governments, central banks or international agencies, investment speculation, monetary and other
economic policies of various governments and government restrictions on private ownership of gold. In times of significant inflation or great economic uncertainty, Gold Companies have historically outperformed securities markets generally. However,
in times of stable economic growth, traditional equity and debt investments could offer greater appreciation potential and the value of gold and the prices of equity securities of Gold Companies may be adversely affected, which could in turn affect
the Funds returns. Some Gold Companies hedge, to varying degrees, their exposure to declines in the price of gold. Such hedging limits a Gold Companys ability to benefit from future rises in the price of gold. The Investment
Advisers judgments about trends in the prices of securities of Gold Companies may prove to be incorrect. It is possible that the performance of securities of Gold Companies may lag the performance of other industries or the broader market as a
whole.
The Fund invests in equity securities of Natural Resources Companies. A downturn in the indicated natural resources
industries would have a larger impact on the Fund than on an investment company that does not invest significantly in such industries. Such industries can be significantly affected by the supply of and demand for the indicated commodities and
related services, exploration and production spending, government regulations, world events and economic conditions. The oil, gas, paper, food and agriculture, forestry products, metals (other than gold) and minerals industries can be significantly
affected by events relating to international political developments, the success of exploration projects, commodity prices, and tax and government regulations. The stock prices of Natural Resources Companies, some of which have experienced
substantial price increases in recent periods, may also experience greater price volatility than other types of common stocks. Securities issued by Natural Resources Companies are sensitive to changes in the prices of, and in supply and demand for,
the indicated commodities. The value of securities issued by Natural Resources Companies may be affected by changes in overall market movements, changes in interest rates, or factors affecting a particular industry or commodity, such as weather,
embargoes, tariffs, policies of commodity cartels and international economic, political and regulatory developments. The Investment Advisers judgments about trends in the prices of these securities and commodities may prove to be incorrect. It
is possible that the performance of securities of Natural Resources Companies may lag the performance of other industries or the broader market as a whole.
31
Supply and Demand Risk. A decrease in the production of or
exploitation of gold, gas, oil, paper, food and agriculture, forestry products, metals (other than gold) or minerals or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may
adversely impact the financial performance of the Funds investments. Production declines and volume decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources, labor difficulties,
environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, import supply disruption, increased competition from alternative energy sources or commodity prices.
Sustained declines in demand for the indicated commodities could also adversely affect the financial performance of Gold Companies and
Natural Resources Companies over the long term. Factors which could lead to a decline in demand include economic recession or other adverse economic conditions, higher fuel taxes or governmental regulations, increases in fuel economy, consumer
shifts to the use of alternative fuel sources, changes in commodity prices, or weather.
Depletion and Exploration
Risk. Many Gold Companies and Natural Resources Companies are either engaged in the production or exploitation of the particular commodities or are engaged in transporting, storing, distributing and processing such
commodities. To maintain or increase their revenue level, these companies or their customers need to maintain or expand their reserves through exploration of new sources of supply, through the development of existing sources, acquisitions, or long
term contracts to acquire reserves. The financial performance of Gold Companies and Natural Resources Companies may be adversely affected if they, or the companies to whom they provide products or services, are unable to cost effectively acquire
additional products or reserves sufficient to replace the natural decline.
Regulatory Risk. Gold
Companies and Natural Resources Companies may be subject to extensive government regulation in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and in
some cases the prices they may charge for the products and services they provide. Various governmental authorities have the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to
administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future, which would likely increase compliance costs and may adversely affect the
financial performance of Gold Companies and Natural Resources Companies.
Commodity Pricing
Risk. The operations and financial performance of Gold Companies and Natural Resources Companies may be directly affected by the prices of the indicated commodities, especially those Gold Companies and Natural Resources
Companies for whom the commodities they own are significant assets. Commodity prices fluctuate for many reasons, including changes in market and economic conditions, levels of domestic production, impact of governmental regulation and taxation, the
availability of transportation systems and, in the case of oil and gas companies in particular, conservation measures and the impact of weather. Volatility of commodity prices, which may lead to a reduction in production or supply, may also
negatively affect the performance of Gold Companies and Natural Resources Companies which are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more
difficult for Gold Companies and Natural Resources Companies to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices.
Oil and Natural Gas Price Volatility Risk
Crude oil and natural gas prices
historically have been volatile and likely will continue to be volatile given current geopolitical conditions, such as the ongoing unrest in Venezuela and increasing tensions with Iran. The prices for crude oil and natural gas are subject to a
variety of factors beyond our control, such as the domestic and foreign supply of crude oil and natural gas, consumer demand for crude oil and natural gas, and market expectations regarding supply and demand. These factors and the volatility of the
energy markets make it extremely difficult to predict price movements. Although oil and natural gas prices have risen recently, any downturn in oil and natural gas prices could adversely affect the credit quality and performance of certain of the
Funds investments in energy and power and related companies.
Climate Change Risk. Climate
change and regulations intended to control its impact may affect the value of the Funds investments. The Funds current evaluation is that the near term effects of climate change and
32
climate change regulation on the Funds investments are not material, but the Fund cannot predict the long term impacts on the Fund or its investments from climate change or related
regulations. The ongoing political focus on climate change has resulted in various treaties, laws and regulations which are intended to limit carbon emissions. The Fund believes these laws being enacted or proposed may cause energy costs at
properties owned by the real estate investment trusts (REITs) or other real estate companies in which the Fund invests to increase. The Fund does not expect the direct impact of such increases to be material to the value of its
investments, because the increased costs either would be the responsibility of tenants or operators of properties owned by the REITs or other real estate companies in which the Fund invests, or, in the longer term, passed through and paid by the
customers of such properties. There can be no assurance that climate change will not have a material adverse effect on the properties, operations or business of the Funds investments in REITs and other real estate companies.
The Fund cannot predict with certainty whether global warming or cooling is occurring and, if so, at what rate. However, the physical
effects of climate change could have a material adverse effect on the properties, operations and business of the Funds investments in REITs and other real estate companies in certain geographical locations. To the extent climate change causes
changes in weather patterns, properties in these markets could experience increases in storm intensity, flooding and rising sea levels. Over time, these conditions could result in declining demand for the buildings owned by certain REITs and other
real estate companies in which the Fund invests, or the inability of such REITs or other real estate companies to operate such buildings at all.
Risks Associated with Covered Calls and Other Option Transactions
There
are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given
covered call option transaction not to achieve its objectives. A decision as to whether, when and how to use covered calls (or other options) involves the exercise of skill and judgment, and even a well conceived transaction may be unsuccessful
because of market behavior or unexpected events. The use of options may require the Fund to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Fund can realize on
an investment, or may cause the Fund to hold a security it might otherwise sell. As the writer of a covered call option, the Fund forgoes, during the options life, the opportunity to profit from increases in the market value of the security
covering the call option above the exercise price of the call option, but has retained the risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium received, in a situation in
which the price of a particular stock on which the Fund has written a covered call option declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which the Fund has written covered call options
decline rapidly and materially, the Fund could sustain material depreciation or loss in its net assets to the extent it does not sell the underlying securities (which may require it to terminate, offset or otherwise cover its option position as
well). The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order
to terminate its obligation under the option and must deliver the underlying security at the exercise price.
There can be no
assurance that a liquid market will exist when the Fund seeks to close out an option position. Reasons for the absence of a liquid secondary market for exchange-traded options include the following: (i) there may be insufficient trading
interest; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the trading facilities of an exchange or the Options Clearing Corporation (the OCC) may not be adequate to handle current
trading volume; or (vi) the relevant exchange could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the
secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in
accordance with their terms. The Funds ability to terminate OTC options may be more limited than with exchange-traded options and may involve the risk that counterparties participating in such transactions will not fulfill their obligations.
If the Fund
33
were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.
The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the
options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. Call options are marked to market daily and their
value will be affected by changes in the value of and dividend rates of the underlying common stocks, an increase in interest rates, changes in the actual or perceived volatility of the stock market and the underlying common stocks and the remaining
time to the options expiration. Additionally, the exercise price of an option may be adjusted downward before the options expiration as a result of the occurrence of certain corporate events affecting the underlying equity security, such
as extraordinary dividends, stock splits, merger or other extraordinary distributions or events. A reduction in the exercise price of an option would reduce the Funds capital appreciation potential on the underlying security.
Limitation on Covered Call Writing Risk. The number of covered call options the Fund can write is limited by
the number of shares of common stock the Fund holds. Furthermore, the Funds covered call options and other options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on
which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or
purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. As a result, the number of covered call options that the Fund may write or
purchase may be affected by options written or purchased by it and other investment advisory clients of the Investment Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of
these limits, and it may impose certain other sanctions.
Risks Associated with Uncovered Calls
There are special risks associated with uncovered option writing which expose the Fund to potentially significant loss. As the writer of
an uncovered call option, the Fund has no risk of loss should the price of the underlying security decline, but bears unlimited risk of loss should the price of the underlying security increase above the exercise price until the Fund covers its
exposure. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Such loss
could be substantial if there is a significant decline in the value of the underlying instrument.
For combination writing,
where the Fund writes both a put and a call on the same underlying instrument, the potential risk is unlimited. If a secondary market in options were to become unavailable, the Fund could not engage in losing transactions and would remain obligated
until expiration or assignment.
Equity Risk
Investing in the Fund involves equity risk, which is the risk that the securities held by the Fund will fall in market value due to adverse market and economic conditions, perceptions regarding the
industries in which the issuers of securities held by the Fund participate and the particular circumstances and performance of particular companies whose securities the Fund holds. An investment in the Fund represents an indirect economic stake in
the securities owned by the Fund, which are for the most part traded on securities exchanges or in the OTC markets. The market value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. The
net asset value of the Fund may at any point in time be less than the net asset value of the Fund at the time the shareholder invested in the Fund, even after taking into account any reinvestment of distributions.
Leverage Risk
The Fund currently uses financial leverage for investment purposes by issuing preferred shares. As of December 31, 2018, the amount of leverage represented approximately 13% of the Funds net assets.
The Funds leveraged capital structure creates special risks not associated with unleveraged funds that have a similar
34
investment objective and policies. These include the possibility of greater loss and the likelihood of higher volatility of the net asset value of the Fund and the asset coverage for the
preferred shares. Such volatility may increase the likelihood of the Fund having to sell investments in order to meet its obligations to make distributions on the preferred shares or principal or interest payments on debt securities, or to redeem
preferred shares or repay debt, when it may be disadvantageous to do so. The use of leverage magnifies both the favorable and unfavorable effects of price movements in the investments made by the Fund. To the extent the Fund is leveraged in its
investment operations, the Fund will be subject to substantial risk of loss. The Fund cannot assure that borrowings or the issuance of preferred shares will result in a higher yield or return to the holders of the common shares. Also, since the Fund
is utilizing leverage, a decline in net asset value could affect the ability of the Fund to make common share distributions and such a failure to make distributions could result in the Fund ceasing to qualify as a RIC under the Code. See
Taxation.
Any decline in the net asset value of the Funds investments would be borne entirely by the holders
of common shares. Therefore, if the market value of the Funds portfolio declines, the leverage will result in a greater decrease in net asset value to the holders of common shares than if the Fund were not leveraged. This greater net asset
value decrease will also tend to cause a greater decline in the market price for the common shares. In such a case, the Fund might be in danger of failing to maintain the required asset coverage of its borrowings or preferred shares or of losing its
ratings on its borrowings or preferred shares or, in an extreme case, the Funds current investment income might not be sufficient to meet the interest or dividend requirements on its borrowings or preferred shares. In order to counteract such
an event, the Fund might need to liquidate investments in order to fund a redemption of some or all of the preferred shares.
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Preferred Share Risk. The issuance of preferred shares causes the net asset value and market value of the common shares
to become more volatile. If the dividend rate on the preferred shares approaches the net rate of return on the Funds investment portfolio, the benefit of leverage to the holders of the common shares would be reduced. If the dividend rate on
the preferred shares plus the management fee annual rate of 1.00% exceeds the net rate of return on the Funds portfolio, the leverage will result in a lower rate of return to the holders of common shares than if the Fund had not issued
preferred shares. If the Fund has insufficient investment income and gains, all or a portion of the distributions to preferred shareholders would come from the common shareholders capital. Such distributions reduce the net assets attributable
to common shareholders since the liquidation value of the preferred shareholders is constant.
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In addition,
the Fund would pay (and the holders of common shares will bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred shares, including the advisory fees on the incremental assets attributable to such shares.
Holders of preferred shares may have different interests than holders of common shares and may at times have disproportionate
influence over the Funds affairs. Holders of preferred shares, voting separately as a single class, would have the right to elect two members of the Board of Trustees at all times and in the event dividends become two full years in arrears
would have the right to elect a majority of the Trustees until such arrearage is completely eliminated. In addition, preferred shareholders have class voting rights on certain matters, including changes in fundamental investment restrictions and
conversion of the fund to open-end status, and accordingly can veto any such changes.
Restrictions imposed on the declarations
and payment of dividends or other distributions to the holders of the Funds common shares and preferred shares, both by the 1940 Act and by requirements imposed by rating agencies, might impair the Funds ability to maintain its
qualification as a RIC for federal income tax purposes. While the Fund intends to redeem its preferred shares to the extent necessary to enable the Fund to distribute its income as required to maintain its qualification as a regulated investment
company under the Code, there can be no assurance that such actions can be effected in time to meet the Code requirements.
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Portfolio Guidelines of Rating Agencies for Preferred Shares and/or Credit Facility. In order to obtain and maintain
attractive credit quality ratings for preferred shares or borrowings, the Fund must comply with investment quality, diversification and other guidelines established by the relevant rating agencies. These guidelines could affect portfolio decisions
and may be more stringent than those imposed by the 1940 Act. In the event that a rating on the Funds preferred shares is lowered or withdrawn by the relevant rating agency,
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the Fund may also be required to redeem all or part of its outstanding preferred shares, and the common shares of the Fund will lose the potential benefits associated with a leveraged capital
structure.
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Impact on Common Shares. Assuming that leverage will (1) be equal in amount to approximately 16% of the Funds total
net assets, and (2) charge interest or involve dividend payments at a projected blended annual average leverage dividend or interest rate of 5.47%, then the income generated by the Funds portfolio (net of estimated expenses) must exceed
approximately 0.90% of the Funds total net assets in order to cover such interest or dividend payments and other expenses specifically related to leverage. Of course, these numbers are merely estimates, used for illustration. Actual dividend
rates, interest or payment rates may vary frequently and may be significantly higher or lower than the rate estimated above. The following table is furnished in response to requirements of the Securities and Exchange Commission (the
SEC). It is designed to illustrate the effect of leverage on common share total return, assuming investment portfolio total returns (comprised of net investment income of the Fund, realized gains or losses of the Fund and changes in the
value of the securities held in the Funds portfolio) of −10%, −5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment
portfolio returns experienced or expected to be experienced by the Fund. The table further reflects leverage representing 16% of the Funds net assets, the Funds current projected blended annual average leverage dividend or interest rate
of 5.47%, a management fee at an annual rate of 1.00% of the liquidation preference of any outstanding preferred shares and estimated annual incremental expenses attributable to any outstanding preferred shares of 0.01% of the Funds net assets
attributable to common shares. These assumptions are based on the Funds fiscal year ended December 31, 2018, $400 million in common share offerings and $100 million in preferred share offerings.
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Assumed Portfolio Total Return (Net of Expenses)
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(10
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)%
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(5
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)%
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0
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%
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5
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%
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10
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%
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Common Share Total Return
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(13.18
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)%
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(7.22
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)%
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(1.25
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)%
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4.71
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%
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10.68
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%
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Common share total return is composed of two elementsthe common share distributions paid by the Fund
(the amount of which is largely determined by the taxable income of the Fund (including realized gains or losses) after paying interest on any debt and/or dividends on any preferred shares) and unrealized gains or losses on the value of the
securities the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer capital losses than to enjoy total return. For example, to assume a total return of 0% the Fund must assume that the income it receives on
its investments is entirely offset by expenses and losses in the value of those investments.
Market Discount Risk. As
described below in Market Discount Risk, common shares of closed-end funds often trade at a discount to their net asset values and the Funds common shares may trade at such a discount. This risk may be greater for investors
expecting to sell their common shares of the Fund soon after completion of a public offering. The common shares of the Fund are designed primarily for long term investors and investors in the shares should not view the Fund as a vehicle for trading
purposes.
Foreign Securities Risk
Because many of the worlds Gold Companies and Natural Resources Companies are located outside of the United States, the Fund may have a significant portion of its investments in securities that are
traded in foreign markets and that are not subject to the requirements of the U.S. securities laws, markets and accounting requirements (Foreign Securities). Investments in the securities of foreign issuers involve certain
considerations and risks not ordinarily associated with investments in securities of domestic issuers and such securities may be more volatile than those of issuers located in the United States. Foreign companies are not generally subject to uniform
accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets
or in certain industries, and there may be greater levels of price volatility in foreign markets. Foreign securities exchanges, brokers and listed companies may be subject to less government supervision and regulation than exists in the United
States. Dividend and interest income may be subject to withholding and other foreign taxes, which may adversely affect the net return on such investments. There may be difficulty in obtaining or enforcing a court judgment abroad, and it may be
difficult to effect repatriation of capital invested in certain countries. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political
36
or social instability or diplomatic developments that could affect assets of the Fund held in foreign countries. The dividend income the Fund receives from foreign securities may not be eligible
for the special tax treatment applicable to qualified dividend income. Moreover, certain equity investments in foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.
There may be less publicly available information about a foreign company than a U.S. company. Foreign Securities markets may have
substantially less volume than U.S. securities markets and some foreign company securities are less liquid than securities of otherwise comparable U.S. companies. A portfolio of Foreign Securities may also be adversely affected by
fluctuations in the rates of exchange between the currencies of different nations and by exchange control regulations. Foreign markets also have different clearance and settlement procedures that could cause the Fund to encounter difficulties in
purchasing and selling securities on such markets and may result in the Fund missing attractive investment opportunities or experiencing loss. In addition, a portfolio that includes Foreign Securities can expect to have a higher expense ratio
because of the increased transaction costs on non-U.S. securities markets and the increased costs of maintaining the custody of Foreign Securities.
Investments in Foreign Securities will expose the Fund to the direct or indirect consequences of political, social or economic changes in
the countries that issue the securities or in which the issuers are located. Certain countries in which the Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate
fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty and instability. The cost of servicing external
debt will generally be adversely affected by rising international interest rates because many external debt obligations bear interest at rates which are adjusted based upon international interest rates.
The Fund also may purchase sponsored ADRs or U.S. dollar-denominated securities of foreign issuers. ADRs are receipts issued by
U.S. banks or trust companies in respect of securities of foreign issuers held on deposit for use in the U.S. securities markets. While ADRs may not necessarily be denominated in the same currency as the securities into which they may be
converted, many of the risks associated with Foreign Securities may also apply to ADRs. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to
distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.
EMU and Redenomination Risk
As the European debt crisis progressed, the
possibility of one or more Eurozone countries exiting the European Monetary Union (EMU), or even the collapse of the Euro as a common currency arose, creating significant volatility at times in currency and financial markets. The effects
of the collapse of the Euro or the exit of one or more countries from the EMU, on the U.S. and global economies and securities markets are impossible to predict and any such events could have a significant adverse impact on the value and risk
profile of the Funds portfolio. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets, and on the values of the Funds portfolio investments. If one or more EMU countries
were to stop using the Euro as its primary currency, the Funds investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and
unpredictably. In addition, securities or other investments that are redenominated may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar investments currently denominated in Euros. To the extent
a currency used for redenomination purposes is not specified in respect of certain EMU-related investments, or should the Euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments
particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities.
Eurozone Risk
A number
of countries in the EU have experienced, and may continue to experience, severe economic and financial difficulties. In particular, many EU nations are susceptible to economic risks associated with high levels
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of debt, notably due to investments in sovereign debt of countries such as Greece, Italy, Spain, Portugal, and Ireland. As a result, financial markets in the EU have been subject to increased
volatility and declines in asset values and liquidity. Responses to these financial problems by European governments, central banks, and others, including austerity measures and reforms, may not work, may result in social unrest, and may limit
future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around
the world. Greece, Ireland, and Portugal have already received one or more bailouts from other Eurozone member states, and it is unclear how much additional funding they will require or if additional Eurozone member states will require
bailouts in the future. One or more other countries may also abandon the euro and/or withdraw from the EU, placing its currency and banking system in jeopardy. The impact of these actions, especially if they occur in a disorderly fashion, is not
clear, but could be significant and far-reaching.
As a result of Brexit, the financial markets experienced high levels of
volatility and it is likely that, in the near term, Brexit will continue to bring about higher levels of uncertainty and volatility. During this period of uncertainty, the negative impact on not only the United Kingdom and European economies, but
the broader global economy, could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth for companies that rely significantly on Europe for their business activities and revenues. It is possible,
that certain economic activity will be curtailed until some signs of clarity begin to emerge, including negotiations around the terms for United Kingdoms exit out of the EU. Any further exits from the EU, or the possibility of such exits,
would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.
In addition,
certain European countries have recently experienced negative interest rates on certain fixed-income instruments. A negative interest rate policy is an unconventional central bank monetary policy tool where nominal target interest rates are set with
a negative value (i.e., below zero percent) intended to help create self-sustaining growth in the local economy. Negative interest rates may result in heightened market volatility and may detract from the Funds performance to the extent the
Fund is exposed to such interest rates. Among other things, these developments have adversely affected the value and exchange rate of the euro and pound sterling, and may continue to significantly affect the economies of all EU countries, which in
turn may have a material adverse effect on the Funds investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
To the extent the Fund has exposure to European markets or to transactions tied to the value of the euro, these events could
negatively affect the value and liquidity of the Funds investments. All of these developments may continue to significantly affect the economies of all EU countries, which in turn may have a material adverse effect on the Funds
investments in such countries, other countries that depend on EU countries for significant amounts of trade or investment, or issuers with exposure to debt issued by certain EU countries.
Emerging Markets Risk
The Fund may invest without limit in securities of
issuers whose primary operations or principal trading market are located in an emerging market. An emerging market country is any country that is considered to be an emerging or developing country by the World Bank. Investing
in securities of companies in emerging markets may entail special risks relating to potential political and economic instability and the risks of expropriation, nationalization, confiscation or the imposition of restrictions on foreign investment,
the lack of hedging instruments and restrictions on repatriation of capital invested. Emerging securities markets are substantially smaller, less developed, less liquid and more volatile than the major securities markets. The limited size of
emerging securities markets and limited trading value compared to the volume of trading in U.S. securities could cause prices to be erratic for reasons apart from factors that affect the quality of the securities. For example, limited market
size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities,
especially in these markets. Other risks include high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial
intermediaries; overdependence on exports, including gold and natural resources exports, making these economies vulnerable to changes in commodity prices; overburdened
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infrastructure and obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less reliable securities custodial services and settlement practices.
Frontier Markets Risk
Frontier countries generally have smaller economies or less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in emerging market countries are magnified
in frontier countries. The economies of frontier countries are less correlated to global economic cycles than those of their more developed counterparts and their markets have low trading volumes and the potential for extreme price volatility and
illiquidity. This volatility may be further heightened by the actions of a few major investors. For example, a substantial increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local stock prices
and, therefore, the NAV of Funds common shares. These factors make investing in frontier countries significantly riskier than in other countries and any one of them could cause the NAV of a funds shares to decline.
Governments of many frontier countries in which the Fund may invest may exercise substantial influence over many aspects of the private
sector. In some cases, the governments of such frontier countries may own or control certain companies. Accordingly, government actions could have a significant effect on economic conditions in a frontier country and on market conditions, prices and
yields of securities in the Funds portfolio. Moreover, the economies of frontier countries may be heavily dependent upon international trade and, accordingly, have been and may continue to be, adversely affected by trade barriers, exchange
controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions
in the countries with which they trade.
Foreign Currency Risk
The Fund expects to invest in companies whose securities are denominated or quoted in currencies other than U.S. dollars or have significant operations or markets outside of the United States. In
such instances, the Fund will be exposed to currency risk, including the risk of fluctuations in the exchange rate between U.S. dollars (in which the Funds shares are denominated) and such foreign currencies, the risk of currency
devaluations and the risks of non-exchangeability and blockage. As non-U.S. securities may be purchased with and payable in currencies of countries other than the U.S. dollar, the value of these
assets measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations. Fluctuations in currency rates may adversely affect the ability of the Investment Adviser to acquire such
securities at advantageous prices and may also adversely affect the performance of such assets.
Certain non-U.S. currencies, primarily in developing countries, have been devalued in the past and might face devaluation in the future. Currency devaluations generally have a significant and adverse impact on the
devaluing countrys economy in the short and intermediate term and on the financial condition and results of companies operations in that country. Currency devaluations may also be accompanied by significant declines in the values and
liquidity of equity and debt securities of affected governmental and private sector entities generally. To the extent that affected companies have obligations denominated in currencies other than the devalued currency, those companies may also have
difficulty in meeting those obligations under such circumstances, which in turn could have an adverse effect upon the value of the Funds investments in such companies. There can be no assurance that current or future developments with respect
to foreign currency devaluations will not impair the Funds investment flexibility, its ability to achieve its investment objectives or the value of certain of its foreign currency denominated investments.
Tax Consequences of Foreign Investing
The Funds transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments)
may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease the Funds ordinary income distributions to you, and
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may cause some or all of the Funds previously distributed income to be classified as a return of capital. In certain cases, the Fund may make an election to treat gain or loss attributable
to certain investments as capital gain or loss.
Market Discount Risk
Whether investors will realize gains or losses upon the sale of common shares of the Fund will depend upon the market price of the shares
at the time of sale, which may be less or more than the Funds net asset value per share. Since the market price of the common shares will be affected by such factors as the Funds dividend and distribution levels (which are in turn
affected by expenses), dividend and distribution stability, net asset value, market liquidity, the relative demand for and supply of the shares in the market, general market and economic conditions and other factors beyond the control of the Fund,
we cannot predict whether the common shares will trade at, below or above net asset value or at, below or above the public offering price. Common shares of closed-end funds often trade at a discount to their net asset values and the Funds
common shares may trade at such a discount. This risk may be greater for investors expecting to sell their common shares of the Fund soon after completion of the public offering. The common shares of the Fund are designed primarily for long term
investors, and investors in the shares should not view the Fund as a vehicle for trading purposes.
Common Stock Risk
Common stock of an issuer in the Funds portfolio may decline in price for a variety of reasons, including if the issuer fails to
make anticipated dividend payments because the issuer of the security experiences a decline in its financial condition. Common stock in which the Fund invests is structurally subordinated as to income and residual value to preferred stock, bonds and
other debt instruments in a companys capital structure, in terms of priority to corporate income, and therefore will be subject to greater dividend risk than preferred stock or debt instruments of such issuers. In addition, while common stock
has historically generated higher average returns than fixed income securities, common stock has also experienced significantly more volatility in generating those returns.
Convertible Securities Risk
Convertible securities generally offer lower
interest or dividend yields than non-convertible securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In the absence of adequate
anti-dilution provisions in a convertible security, dilution in the value of the Funds holding may occur in the event the underlying stock is subdivided, additional equity securities are issued for below market value, a stock dividend is
declared or the issuer enters into another type of corporate transaction that has a similar effect.
Income Risk
The income shareholders receive from the Fund is expected to be based primarily on income the Fund earns from its investment strategy of
writing covered calls and dividends and other distributions received from its investments. If the Funds covered call strategy fails to generate sufficient income or the distribution rates or yields of the Funds holdings decrease,
shareholders income from the Fund could decline.
Distribution Risk for Equity Income Portfolio Securities
In selecting equity income securities in which the Fund will invest, the Investment Adviser will consider the issuers history of
making regular periodic distributions (i.e., dividends) to its equity holders. An issuers history of paying dividends or other distributions, however, does not guarantee that the issuer will continue to pay dividends or other distributions in
the future. The dividend income stream associated with equity income securities generally is not guaranteed and will be subordinate to payment obligations of the issuer on its debt and other liabilities. Accordingly, an issuer may forgo paying
dividends on its equity securities. In addition, because in most instances issuers are not obligated to make periodic distributions to the holders of their equity securities, such distributions or dividends generally may be discontinued at the
issuers discretion.
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Special Risks Related to Preferred Securities
There are special risks associated with investing in preferred securities, including:
Deferral. Preferred securities may include provisions that permit the issuer, at its
discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If the Fund owns a preferred security on which distributions are being deferred by the issuer, the Fund may be required to report income for tax
purposes although it has not yet received such deferred distributions.
Non-Cumulative
Dividends. Some preferred stocks are non-cumulative, meaning that the dividends do not accumulate and need not ever be paid. A portion of the portfolio may include investments in non-cumulative preferred securities,
whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer of a non-cumulative preferred stock held by the Fund determine not to pay dividends on such stock, the Funds return from that
security may be adversely affected. There is no assurance that dividends or distributions on non-cumulative preferred stocks in which the Fund invests will be declared or otherwise made payable.
Subordination. Preferred securities are subordinated to bonds and other debt instruments in
a companys capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than more senior debt security instruments.
Liquidity. Preferred securities may be substantially less liquid than many other securities,
such as common stocks or U.S. Government securities.
Limited Voting
Rights. Generally, preferred security holders (such as the Fund) have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which
time the preferred security holders may be entitled to elect a number of Trustees to the issuers board. Generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights.
Special Redemption Rights. In certain varying circumstances, an issuer of preferred
securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by a change in federal income tax or securities laws. As with call provisions, a redemption by the
issuer may negatively impact the return of the security held by the Fund.
Interest Rate Risk
Rising interest rates may adversely affect the financial performance of Gold Companies and Natural Resources Companies by increasing their
costs of capital. This may reduce their ability to execute acquisitions or expansion projects in a cost-effective manner. The risks associated with rising interest rates are heightened given the historically low interest rate environment as of the
date of this prospectus. The Fund may be subject to a greater risk of rising interest rates due to the current period of historically low interest rates. Recently, there have been some modest signs of inflationary price movements. There is a
possibility that interest rates may rise, which would likely drive down the prices of income- or dividend-paying securities.
During periods of declining interest rates, the issuer of a preferred stock or fixed income security may be able to exercise an option to
prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. Preferred stock and debt securities frequently have call features that allow the issuer to redeem the
securities prior to their stated maturities. An issuer may redeem such a security if the issuer can refinance it at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. During periods of rising
interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may prolong the length of time the security pays a below market interest rate, increase the securitys
duration and reduce the value of the security. This is known as extension risk.
Inflation Risk
Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the
value of money. As inflation increases, the real value of the Funds shares and
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distributions therefore may decline. In addition, during any periods of rising inflation, dividend rates of any debt securities issued by the Fund would likely increase, which would tend to
further reduce returns to common shareholders.
Deflation Risk.
Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation
of companies, their assets and their revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Funds portfolio.
Illiquid Investments Risk
Although the Fund expects that its portfolio will primarily be comprised of liquid securities, the Fund may invest up to 15% of its assets in unregistered securities and otherwise illiquid investments.
Unregistered securities are securities that cannot be sold publicly in the United States without registration under the Securities Act. An illiquid investment is a security or other investment that cannot be disposed of within seven days in the
ordinary course of business at approximately the value at which the Fund has valued the investment. Unregistered securities often can be resold only in privately negotiated transactions with a limited number of purchasers or in a public offering
registered under the Securities Act. Considerable delay could be encountered in either event and, unless otherwise contractually provided for, the Funds proceeds upon sale may be reduced by the costs of registration or underwriting discounts.
The difficulties and delays associated with such transactions could result in the Funds inability to realize a favorable price upon disposition of unregistered securities, and at times might make disposition of such securities impossible. In
addition, the Fund may be unable to sell other illiquid investments when it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment. Illiquid investments generally must be valued at fair value,
which is inherently less precise than utilizing market values for it desires to do so, resulting in the Fund obtaining a lower price or being required to retain the investment. liquid investments, and may lead to differences between the price at
which a security is valued for determining the Funds net asset value and the price the Fund actually receives upon sale.
Investment
Companies
The Fund may invest in the securities of other investment companies, including exchange traded funds, to the
extent permitted by law. To the extent the Fund invests in the common equity of investment companies, the Fund will bear its ratable share of any such investment companys expenses, including management fees. The Fund will also remain obligated
to pay management fees to the Investment Adviser with respect to the assets invested in the securities of other investment companies. In these circumstances holders of the Funds common shares will be in effect subject to duplicative investment
expenses.
Special Risks of Derivative Transactions
The Fund may participate in derivative transactions. Such transactions entail certain execution, market, liquidity, hedging and tax risks. Participation in the options or futures markets, in currency
exchange transactions and in other derivatives transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. If the Investment Advisers prediction of movements in the
direction of the securities, foreign currency, interest rate or other referenced instruments or markets is inaccurate, the consequences to the Fund may leave the Fund in a worse position than if it had not used such strategies. Risks inherent in the
use of options, foreign currency, futures contracts and options on futures contracts, securities indices and foreign currencies include:
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dependence on the Investment Advisers ability to predict correctly movements in the direction of the relevant measure;
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imperfect correlation between the price of the derivative instrument and movements in the prices of the referenced assets;
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the fact that skills needed to use these strategies are different from those needed to select portfolio securities;
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the possible absence of a liquid secondary market for any particular instrument at any time;
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the possible need to defer closing out certain hedged positions to avoid adverse tax consequences;
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the possible inability of the Fund to purchase or sell a security or instrument at a time that otherwise would be favorable for it to do so, or the
possible need for the Fund to sell a security or instrument at a disadvantageous time due to a need for the Fund to maintain cover or to segregate securities in connection with the hedging techniques; and
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the creditworthiness of counterparties.
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Options, futures contracts, swaps contracts, and options thereon and forward contracts on securities and currencies may be traded on foreign exchanges. Such transactions may not be regulated as
effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such
positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the ability
of the Fund to act upon economic events occurring in the foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United
States, and (v) less trading volume. Exchanges on which options, futures, swaps and options on futures or swaps are traded may impose limits on the positions that the Fund may take in certain circumstances.
Many OTC derivatives are valued on the basis of dealers pricing of these instruments. However, the price at which dealers value a
particular derivative and the price which the same dealers would actually be willing to pay for such derivative should the Fund wish or be forced to sell such position may be materially different. Such differences can result in an overstatement of
the Funds net asset value and may materially adversely affect the Fund in situations in which the Fund is required to sell derivative instruments. Exchange traded derivatives and OTC derivative transactions submitted for clearing through a
central counterparty have become subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible margin requirements mandated by the SEC or the Commodity Futures Trading Commission (the
CFTC). These regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives. These margin requirements will increase the overall costs for the Fund.
While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching
between the derivative and the underlying security, and there can be no assurance that the Funds hedging transactions will be effective.
Derivatives may give rise to a form of leverage and may expose the Fund to greater risk and increase its costs. Recent legislation calls for new regulation of the derivatives markets. The extent and
impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
Forward Foreign Currency Exchange Contracts. There is no independent limit on the Funds
ability to invest in foreign currency exchange contracts. The use of forward currency contracts may involve certain risks, including the failure of the counterparty to perform its obligations under the contract and that the use of forward contracts
may not serve as a complete hedge because of an imperfect correlation between movements in the prices of the contracts and the prices of the currencies hedged or used for cover.
Counterparty Risk. The Fund will be subject to credit risk with respect to the counterparties to the
derivative contracts purchased by the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any
recovery under the derivative contract in bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
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For a further description of the risks associated with the Funds derivative
transactions, see Investment Objectives and PoliciesAdditional Risks Relating to Derivative Instruments in the SAI.
Non-Investment Grade Securities
The Fund may invest in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality. The prices of these lower grade securities are more
sensitive to negative developments, such as a decline in the issuers revenues or a general economic downturn, than are the prices of higher grade securities. Securities of below investment grade qualitythose securities rated below
Baa by Moodys or below BBB by S&P (or unrated securities of comparable quality)are predominantly speculative with respect to the issuers capacity to pay interest and repay principal when due and
therefore involve a greater risk of default. Securities rated below investment grade commonly are referred to as junk bonds or high yield securities and generally pay a premium above the yields of U.S. government securities
or securities of investment grade issuers because they are subject to greater risks than these securities. These risks, which reflect their speculative character, include the following:
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greater credit risk and risk of default;
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potentially greater sensitivity to general economic or industry conditions;
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potential lack of attractive resale opportunities (illiquidity); and
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additional expenses to seek recovery from issuers who default.
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In addition, the prices of these lower grade securities are more sensitive to negative developments, such as a decline in the
issuers revenues or a general economic downturn, than are the prices of higher grade securities. Lower grade securities tend to be less liquid than investment grade securities. The market value of lower grade securities may be more volatile
than the market value of investment grade securities and generally tends to reflect the markets perception of the creditworthiness of the issuer and short term market developments to a greater extent than investment grade securities, which
primarily reflect fluctuations in general levels of interest rates.
Ratings are relative, subjective, and not absolute
standards of quality. Securities ratings are based largely on the issuers historical financial condition and the rating agencies analysis at the time of rating. Consequently, the rating assigned to any particular security is not
necessarily a reflection of the issuers current financial condition.
The Fund may purchase securities of companies that
are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant financial returns to the Fund, they
involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investments in issuers experiencing significant business and financial difficulties is unusually high. There can be no
assurance that the Fund will correctly evaluate the value of the assets collateralizing its investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio
investment, the Fund may lose all or part of its investment or may be required to accept collateral with a value less than the amount of the Funds initial investment.
As a part of its investments in lower grade securities, the Fund may invest in securities of issuers in default. The Fund will invest in securities of issuers in default only when the Investment Adviser
believes that such issuers will honor their obligations, emerge from bankruptcy protection and the value of these securities will appreciate. By investing in the securities of issuers in default, the Fund bears the risk that these issuers will not
continue to honor their obligations or emerge from bankruptcy protection or that the value of these securities will not otherwise appreciate.
In addition to using statistical rating agencies and other sources, the Investment Adviser will also perform its own analysis of issuers in seeking investments that it believes to be underrated (and thus
higher yielding) in light of the financial condition of the issuer. Its analysis of issuers may include, among other things, current and anticipated cash flow and borrowing requirements, value of assets in relation to historical cost, strength of
management, responsiveness to business conditions, credit standing and current anticipated results of operations. In
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selecting investments for the Fund, the Investment Adviser may also consider general business conditions, anticipated changes in interest rates and the outlook for specific industries.
Subsequent to its purchase by the Fund, an issue of securities may cease to be rated or its rating may be reduced. In
addition, it is possible that statistical rating agencies might change their ratings of a particular issue to reflect subsequent events on a timely basis. Moreover, such ratings do not assess the risk of a decline in market value. None of these
events will require the sale of the securities by the Fund, although the Investment Adviser will consider these events in determining whether the Fund should continue to hold the securities.
Fixed income securities, including non-investment grade securities and comparable unrated securities, frequently have call or buy-back
features that permit their issuers to call or repurchase the securities from their holders, such as the Fund. If an issuer exercises these rights during periods of declining interest rates, the Fund may have to replace the security with a lower
yielding security, thus resulting in a decreased return for the Fund.
The market for non-investment grade and comparable
unrated securities has at various times, particularly during times of economic recession, experienced substantial reductions in market value and liquidity. Past recessions have adversely affected the value of such securities as well as the ability
of certain issuers of such securities to repay principal and pay interest thereon or to refinance such securities. The market for those securities could react in a similar fashion in the event of any future economic recession.
Dependence on Key Personnel
The Investment Adviser is dependent upon the expertise of Mr. Mario J. Gabelli. If the Investment Adviser were to lose the services of Mr. Gabelli, it could be adversely affected. There can be
no assurance that a suitable replacement could be found for Mr. Gabelli in the event of his death, resignation, retirement or inability to act on behalf of the Investment Adviser.
The Fund is dependent upon the expertise of Vincent Hugonnard-Roche as the sole option strategist on the Funds portfolio management
team. If the Fund were to lose the services of Mr. Roche, it could be temporarily adversely affected until a suitable replacement could be found.
Long Term Objective; Not a Complete Investment Program
The Fund is
intended for investors seeking a high level of current income. The Fund is not meant to provide a vehicle for those who wish to exploit short term swings in the stock market. An investment in shares of the Fund should not be considered a complete
investment program. Each shareholder should take into account the Funds investment objectives as well as the shareholders other investments when considering an investment in the Fund.
Management Risk
The
Fund is subject to management risk because its portfolio will be actively managed. The Investment Adviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will
produce the desired results.
Non-Diversified Status
The Fund is classified as a non-diversified investment company under the 1940 Act, which means the Fund is not limited by the 1940 Act in the proportion of its assets that may be invested in
the securities of a single issuer. As a non-diversified investment company, the Fund may invest in the securities of individual issuers to a greater degree than a diversified investment company. As a result, the Fund may be more vulnerable to events
affecting a single issuer and therefore, subject to greater volatility than a fund that is more broadly diversified. Accordingly, an investment in the Fund may present greater risk to an investor than an investment in a diversified company.
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Market Disruption and Geopolitical Risk
The occurrence of events similar to those in recent years, such as the aftermath of the war in Iraq, instability in Afghanistan, Pakistan,
Egypt, Libya, Syria, Russia, Ukraine and the Middle East, ongoing epidemics of infectious diseases in certain parts of the world, natural/environmental disasters, terrorist attacks in the United States and around the world, social and political
discord, debt crises (such as the Greek crisis), sovereign debt downgrades, increasingly strained relations between the United States and a number of foreign countries, including traditional allies, such as certain European countries, and historical
adversaries, such as North Korea, Iran, China and Russia, and the international community generally, new and continued political unrest in various countries, such as Venezuela and Spain, the exit or potential exit of one or more countries from the
European Union (the EU) or the European Monetary Union (the EMU), continued changes in the balance of political power among and within the branches of the U.S. government, government shutdowns, among others, may result in
market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further economic uncertainties in the United States and worldwide.
Due to a lapse in appropriations, a partial U.S. government shutdown occurred from December 22, 2018 through January 25, 2019. The impact of the shutdown on the Fund, issuers in which the Fund
invests, the financial markets and the broader economy is uncertain. The current contentious domestic political environment, as well as political and diplomatic events within the United States and abroad, such as the U.S. governments inability
at times to agree on a long-term budget and deficit reduction plan, may in the future result in additional government shutdowns, which could have a material adverse effect on the Funds investments and operations. In addition, the Funds
ability to raise additional capital in the future through the sale of securities could be materially affected by a government shutdown. Additional and/or prolonged U.S. government shutdowns may affect investor and consumer confidence and may
adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree.
The decision made in
the British referendum of June 23, 2016 to leave the EU has led to volatility in the financial markets of the United Kingdom and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such
markets. The formal notification to the European Council required under Article 50 of the Treaty on EU was made on March 29, 2017, triggering a two year period during which the terms of exit were negotiated. Formal negotiations have concluded
between the United Kingdom and the EU; however, the deal still requires ratification by the U.K. Parliament and implementation into law through the European Union (Withdrawal) Act 2018. Approval by the U.K. Parliament is not guaranteed, and
therefore political uncertainty in the United Kingdom continues. The longer term economic, legal, political and social framework to be put in place between the United Kingdom and the EU are unclear at this stage and are likely to lead to ongoing
political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets for some time. In particular, the decision made in the British referendum may lead to a call for similar referendums in
other European jurisdictions which may cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty may have an adverse effect on the economy generally and on the
ability of the Fund and its investments to execute its respective strategies and to receive attractive returns. In particular, currency volatility may mean that the returns of the Fund and its investments are adversely affected by market movements
and may make it more difficult, or more expensive, for the Fund to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential downgrading of the
United Kingdoms sovereign credit rating, may also have an impact on the performance of portfolio companies or investments located in the United Kingdom or Europe. In light of the above, no definitive assessment can currently be made regarding
the impact that Brexit will have on the Fund, its investments or its organization more generally.
The occurrence of any of
these above events could have a significant adverse impact on the value and risk profile of the Funds portfolio. The Fund does not know how long the securities markets may be affected by similar events and cannot predict the effects of similar
events in the future on the U.S. economy and securities markets. There can be no assurance that similar events and other market disruptions will not have other material and adverse implications.
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Economic Events and Market Risk
Periods of market volatility remain, and may continue to occur in the future, in response to various political, social and economic events
both within and outside of the United States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with many securities
remaining illiquid and of uncertain value. Such market conditions may adversely affect the Fund, including by making valuation of some of the Funds securities uncertain and/or result in sudden and significant valuation increases or declines in
the Funds holdings. If there is a significant decline in the value of the Funds portfolio, this may impact the asset coverage levels for the Funds outstanding leverage.
Risks resulting from any future debt or other economic crisis could also have a detrimental impact on the global economic recovery, the
financial condition of financial institutions and our business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy
rates, levels of incurrence and default on consumer debt and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial
condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal
Reserve policy, including with respect to certain interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or a return to unfavorable
economic conditions could impair the Funds ability to achieve its investment objectives.
Regulation and Government Intervention Risk
The global financial crisis led the U.S. Government and certain foreign governments to take a number of unprecedented
actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity, including through direct purchases of equity and debt securities. Federal,
state, and other governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the issuers in which the Fund invests. Legislation or regulation may also change the way in which the Fund is
regulated. Such legislation or regulation could limit or preclude the Funds ability to achieve its investment objectives.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), signed into law by President Obama
on July 21, 2010, contains sweeping financial legislation regarding the operation of banks, private fund managers and other financial institutions. The Dodd-Frank Act includes provisions regarding, among other things, the regulation of
derivatives (see Investment Objectives and PoliciesAdditional Risks Relating to Derivative InvestmentsDodd-Frank Act Risk in the SAI), the identification, monitoring and prophylactic regulation of systemic risks to financial
markets, and the regulation of proprietary trading and investment activity of banking institutions. The continuing implementation of the Dodd-Frank Act and any other regulations could adversely affect the Investment Adviser and the Fund. The
Investment Adviser may attempt to take certain actions to lessen the impact of the Dodd-Frank Act and any other legislation or regulation affecting the Fund, although no assurances can be given that such actions would be successful and no assurances
can be given that such actions would not have a significant negative impact on the Fund. The ultimate impact of the Dodd-Frank Act, and any additional future legislation or regulation, is not yet certain and the Investment Adviser and the Fund may
be affected by governmental action in ways that are unforeseeable.
Furthermore, the Dodd-Frank Act created the Financial
Stability Oversight Council (FSOC), an interagency body charged with identifying and monitoring systemic risks to financial markets. The FSOC has the authority to require that non-bank financial
companies that are predominantly engaged in financial activities, such as the Fund and the Investment Adviser, whose failure it determines would pose systemic risk, be placed under the supervision of the Federal Reserve. The FSOC has the
authority to recommend that the Federal Reserve adopt more stringent prudential standards and reporting and disclosure requirements for non-bank financial companies supervised by the Federal Reserve. The FSOC
also has the authority to make recommendations to the Federal Reserve on various other matters that may affect the Fund, including requiring financial firms to submit resolution plans, mandating credit exposure reports, establishing concentration
limits and limiting short-term debt. The FSOC may also recommend that other federal financial regulators impose more stringent
47
regulation upon, or ban altogether, financial activities of any financial firm that poses what it determines are significant risks to the financial system. In the event that the FSOC designates
the Fund or the Investment Adviser as a systemic risk to be placed under the Federal Reserves supervision, the Fund or the Investment Adviser could face stricter prudential standards, including risk-based capital requirements, leverage limits,
liquidity requirements, concentration requirements and overall risk management requirements, among other restrictions. Such requirements could hinder the Funds ability to meet its investment objectives and may place the Fund at a disadvantage
with respect to its competitors.
Moreover, the SEC and its staff are also reportedly engaged in various initiatives and
reviews that seek to improve and modernize the regulatory structure governing investment companies. These efforts appear to be focused on risk identification and controls in various areas, including embedded leverage through the use of derivatives
and other trading practices, cybersecurity, liquidity, enhanced regulatory and public reporting requirements and the evaluation of systemic risks. Any new rules, guidance or regulatory initiatives resulting from these efforts could increase the
Funds expenses and impact its returns to shareholders or, in the extreme case, impact or limit the Funds use of various portfolio management strategies or techniques and adversely impact the Fund.
In the aftermath of the global financial crisis, there appears to be a renewed popular, political and judicial focus on finance related
consumer protection. Financial institution practices are also subject to greater scrutiny and criticism generally. In the case of transactions between financial institutions and the general public, there may be a greater tendency toward strict
interpretation of terms and legal rights in favor of the consuming public, particularly where there is a real or perceived disparity in risk allocation and/or where consumers are perceived as not having had an opportunity to exercise informed
consent to the transaction. In the event of conflicting interests between retail investors holding common shares of a closed-end investment company such as the Fund and a large financial institution, a court
may similarly seek to strictly interpret terms and legal rights in favor of retail investors.
The Trump administration has
called for, and in certain instances has begun to implement, significant changes to U.S. trade, healthcare, immigration, foreign, and government regulatory policy. In this regard, there is significant, uncertainty with respect to legislation,
regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with
potentially far reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress
or Trump administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory
environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy
changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
The Fund may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such actions could have
a significant adverse effect on the Fund and its ability to achieve its investment objectives.
Tax Cuts and Jobs Act of
2017
Congress has enacted a tax reform bill that, among other things, significantly changes the taxation of business
entities (including by significantly lowering corporate tax rates), the deductibility of interest expense, and the timing in which certain income items are recognized (potentially including, in certain cases, income from debt and other financial
instruments). We cannot predict the impact, if any, of these changes to our business. Until we can evaluate how these changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit
from them or be negatively affected by them.
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LIBOR Risk
According to various reports, certain financial institutions, commencing as early as 2005 and throughout the global financial crisis, routinely made artificially low submissions in the LIBOR setting
process. Since the LIBOR scandal came to light, several financial institutions have been fined significant amounts by various financial regulators in connection with allegations of manipulation of LIBOR rates. Other financial institutions in various
countries are being investigated for similar actions. These developments may have adversely affected the interest rates on securities whose interest payments were determined by reference to LIBOR. Any future similar developments could, in turn,
reduce the value of such securities owned by the Fund.
In July 2017, the head of the United Kingdom Financial Conduct
Authority announced the desire to phase out the use of LIBOR by the end of 2021. In August 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial
Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities. In December 2017, following
consideration of public comments, the Federal Reserve Board concluded that the public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the Federal Reserve Board
Notice). The Federal Reserve Bank of New York published these alternative rates in April 2018.
There is currently no
definitive information regarding the future utilization of LIBOR or of any particular replacement rate. Abandonment of or modifications to LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments
which reference LIBOR. While some instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments may have such provisions and there is significant uncertainty
regarding the effectiveness of any such alternative methodologies. Abandonment of or modifications to LIBOR could lead to significant short-term and long-term uncertainty and market instability. It remains uncertain how such changes would be
implemented and the effects such changes would have on the Fund, issuers of instruments in which the Fund invests and financial markets generally.
1940 Act Regulation
The Fund is a registered closed-end investment company
and as such is subject to regulations under the 1940 Act. Generally speaking, any contract or provision thereof that is made in violation of the 1940 Act or any rule or regulation thereunder, or the performance of which involves violation of the
1940 Act or any rule or regulation thereunder, is unenforceable by either party unless a court finds otherwise.
Legislation Risk
At any time after the date of this Prospectus, legislation may be enacted that could negatively affect the assets of the
Fund. Legislation or regulation may change the way in which the Fund itself is regulated. The Investment Adviser cannot predict the effects of any new governmental regulation that may be implemented and there can be no assurance that any new
governmental regulation will not adversely affect the Funds ability to achieve its investment objectives.
Reliance on Service
Providers Risk
The Fund must rely upon the performance of service providers to perform certain functions, which may
include functions that are integral to the Funds operations and financial performance. Failure by any service provider to carry out its obligations to the Fund in accordance with the terms of its appointment, to exercise due care and skill or
to perform its obligations to the Fund at all as a result of insolvency, bankruptcy or other causes could have a material adverse effect on the Funds performance and returns to shareholders. The termination of the Funds relationship with
any service provider, or any delay in appointing a replacement for such service provider, could materially disrupt the business of the Fund and could have a material adverse effect on the Funds performance and returns to shareholders.
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Cyber Security Risk
The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of
confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Funds operations; or operational
disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. Cyber attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its
stockholders, potentially resulting in, among other things, financial losses; the inability of Fund stockholders to transact business and the Fund to process transactions; inability to calculate the Funds NAV; violations of applicable privacy
and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In
addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Funds investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not
suffer losses relating to cyber attacks or other information security breaches in the future.
Misconduct of Employees and of Service
Providers Risk
Misconduct or misrepresentations by employees of the Investment Adviser or the Funds service
providers could cause significant losses to the Fund. Employee misconduct may include binding the Fund to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading
activities (which, in any case, may result in unknown and unmanaged risks or losses) or making misrepresentations regarding any of the foregoing. Losses could also result from actions by the Funds service providers, including, without
limitation, failing to recognize trades and misappropriating assets. In addition, employees and service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting
the Funds business prospects or future marketing activities. Despite the Investment Advisers due diligence efforts, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially
undermining the Investment Advisers due diligence efforts. As a result, no assurances can be given that the due diligence performed by the Investment Adviser will identify or prevent any such misconduct.
Portfolio Turnover Risk
The Funds annual portfolio turnover rate may vary greatly from year to year, as well as within a given year. Portfolio turnover rate
is not considered a limiting factor in the execution of investment decisions for the Fund. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. High
portfolio turnover may result in an increased realization of net short term capital gains by the Fund which, when distributed to common shareholders, will be taxable as ordinary income. Additionally, in a declining market, portfolio turnover may
create realized capital losses.
Legal, Tax and Regulatory Risk
Legal, tax and regulatory changes could occur that may have material adverse effects on the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund may
participate is evolving, and such changes in the regulation or taxation of derivative instruments may have material adverse effects on the value of derivative instruments held by the Fund and the ability of the Fund to pursue its investment
strategies.
We cannot assure you what percentage of the distributions paid on the Funds shares, if any, will consist of tax-advantaged qualified dividend income or long term capital gains or what the tax rates on various types of income will be in future years.
To qualify for the favorable U.S. federal income tax treatment generally accorded to RICs, the Fund must, among other things, derive in each taxable year at least 90% of its gross income from certain
prescribed sources and distribute for each taxable year at least 90% of its investment company taxable income. Statutory limitations on distributions on the common shares if the Fund fails to satisfy the 1940 Acts asset coverage
requirements could jeopardize the Funds ability to meet such distribution requirements. While the Fund presently intends to
50
purchase or redeem notes or preferred shares, if any, to the extent necessary in order to maintain compliance with such asset coverage requirements, there can be no assurance that such actions
can be effected in time to meet the Code requirements. If for any taxable year the Fund does not qualify as a RIC, all of its taxable income for that year (including its net capital gain) would be subject to tax at regular corporate rates without
any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the Funds current and accumulated earnings and profits. See Taxation.
Investment Dilution Risk
The Funds investors do not have preemptive rights to any shares the Fund may issue in the future. The Funds Declaration of
Trust authorizes it to issue an unlimited number of shares. The Board may make certain amendments to the Declaration of Trust. After an investor purchases shares, the Fund may sell additional shares or other classes of shares in the future or issue
equity interests in private offerings. To the extent the Fund issues additional equity interests after an investor purchases its shares, such investors percentage ownership interest in the Fund will be diluted.
Status as a Regulated Investment Company
The Fund has elected to qualify as a RIC under Subchapter M of the Code. Qualification requires, among other things, compliance by the Fund with certain distribution requirements. Statutory limitations on
distributions on the common shares if the Fund fails to satisfy the 1940 Acts asset coverage requirements could jeopardize the Funds ability to meet such distribution requirements. To qualify and maintain its status as a RIC, the Fund
must, among other things, derive in each taxable year at least 90% of its gross income from certain prescribed sources and distribute for each taxable year at least 90% of its investment company taxable income (generally, ordinary income
plus excess, if any, of net short term capital gain over net long term capital loss). While the Fund presently intends to purchase or redeem notes or preferred shares, if any, to the extent necessary in order to maintain compliance with such asset
coverage requirements, there can be no assurance that such actions can be effected in time to meet the Code requirements. If the Fund fails to qualify as a RIC for any reason, it will be subject to U.S. federal income tax at regular corporate rates
on all of its taxable income and gains. The resulting corporate taxes would materially reduce the Funds net assets and the amount of cash available for distribution to holders of the Units. For a more complete discussion of these and other
U.S. federal income tax considerations, see Taxation below.
Anti-Takeover Provisions
The Funds governing documents include provisions that could limit the ability of other entities or persons to acquire control of the
Fund or convert the Fund to an open-end fund. See Anti-Takeover Provisions of the Funds Governing Documents.
Investment
Restrictions
The Fund has adopted certain investment limitations designed to limit investment risk and maintain portfolio
diversification. These limitations are fundamental and may not be changed without the approval of the holders of a majority, as defined in the 1940 Act, of the outstanding shares and preferred shares, if any, voting together as a single class. See
Investment Restrictions in the SAI for a complete list of the fundamental investment policies of the Fund. Should the Fund decide to issue additional series of preferred shares in the future, it may become subject to rating agency
guidelines that are more limiting than its fundamental investment restrictions in order to obtain and maintain a desired rating on its preferred shares.
Special Risks to Holders of Preferred Shares
Illiquidity Prior to
Exchange Listing. In the event any additional series of preferred shares are issued and such shares are intended to be listed on an exchange, prior application will have been made to list such shares on an exchange.
However, during an initial period, which is not expected to exceed 30 days after the date of its initial issuance of any preferred shares to be listed on an exchange, such shares may not be listed. During such period, the underwriters in the
offering may make a market in such shares, though they will have no obligation to
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do so. Consequently, an investment in such shares may be illiquid during such period. Preferred shares not intended to be listed on an exchange may be illiquid as long as they are outstanding.
Market Price Fluctuation. Preferred shares may trade at a premium to or discount from
liquidation preference for a variety of reasons, including changes in interest rates and credit quality of the Fund.
Common
Share Repurchases. Repurchases of common shares by the Fund may reduce the net asset coverage of the preferred shares, which could adversely affect their liquidity or market prices.
Common Share Distribution Policy. In the event the Fund does not generate a total return from dividends and
interest received and net realized capital gains in an amount at least equal to its distributions for a given year, the Fund may return capital as part of its distribution. This would decrease the asset coverage per share with respect to the
Funds preferred shares, which could adversely affect their liquidity or market prices.
For the fiscal year ended
December 31, 2018, the Fund made distributions of $0.60 per common share, approximately $0.57 of which constituted a return of capital. The composition of each distribution is estimated based on earnings as of the record date for the distribution.
The actual composition of each distribution may change based on the Funds investment activity through the end of the calendar year.
Credit Quality Ratings. The Fund may obtain credit quality ratings for its preferred shares; however, it is not required to do so and may issue preferred shares without any
rating. If rated, the Fund does not impose any minimum rating necessary to issue such preferred shares. The Funds portfolio must satisfy overcollateralization tests established by the relevant rating agencies in order to obtain and maintain
attractive credit quality ratings for preferred shares, if desired. These tests are more difficult to satisfy to the extent the Funds portfolio securities are of lower credit quality, longer maturity or not diversified by issuer and industry.
These guidelines could affect portfolio decisions and may be more stringent than those imposed by the 1940 Act. With respect
to ratings (if any) of the preferred shares, a rating by a ratings agency does not eliminate or necessarily mitigate the risks of investing in our preferred shares, and a rating may not fully or accurately reflect all of the securities credit
risks. A rating does not address the liquidity or any other market risks of the securities being rated. A rating agency could downgrade the rating of our preferred shares, which may make such securities less liquid in the secondary market. If a
rating agency downgrades the rating assigned to our preferred shares, we may alter our portfolio or redeem all or a portion of the preferred shares that are then redeemable under certain circumstances.
Regulated Investment Company Status Risk
Securities issued by certain issuers in which the Fund invests which are or become pass-through entities (such as Canadian Royalty Trusts, which may be grantor trusts for U.S. federal income tax purposes)
may not produce qualified income for purposes of determining the Funds compliance with the tax rules applicable to regulated investment companies. To the extent that the Fund holds such securities indirectly through investments in
a taxable subsidiary formed by the Fund, those securities may produce qualified income. However, the net return to the Fund on such investments would be reduced to the extent that the subsidiary is subject to corporate income taxes. The
Fund shall monitor its investments with the objective of maintaining its continued qualification as a regulated investment company. If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income will
be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable to the shareholders as ordinary dividends to the extent of the Funds current or accumulated earnings
and profits.
MANAGEMENT OF THE FUND
General
The Funds Board of Trustees (who, with its officers, are
described in the SAI) has overall responsibility for the management of the Fund. The Board of Trustees decides upon matters of general policy and reviews the actions of the Investment Adviser, Gabelli Funds, LLC, and the Sub-Administrator (as defined below). Pursuant to an investment advisory agreement between the Fund and the Investment Adviser (the Investment Advisory
52
Agreement), the Investment Adviser, under the supervision of the Funds Board of Trustees, provides a continuous investment program for the Funds portfolio; provides investment
research and makes and executes recommendations for the purchase and sale of securities; and provides all facilities and personnel, including officers required for its administrative management, and pays the compensation of Trustees of the Fund who
are officers or employees of the Investment Adviser or its affiliates. As compensation for its services rendered and the related expenses borne by the Investment Adviser, the Fund pays the Investment Adviser a fee, computed weekly and payable
monthly, equal, on an annual basis, to 1.00% of the Funds average weekly net assets, with no deduction for the liquidation preference of any outstanding preferred shares. The Funds average weekly net assets will be deemed to be the
average weekly value of the Funds total assets minus the sum of the Funds liabilities (such liabilities exclude the aggregate liquidation preference of outstanding preferred shares and accumulated dividends, if any, on those shares and
the outstanding principal amount of any debt securities the proceeds of which were used for investment purposes, plus accrued and unpaid interest thereon). For purposes of the calculation of the fees payable to the Investment Adviser by the Fund,
average weekly net assets of the Fund are determined at the end of each month on the basis of its average net assets for each week during the month. The assets for each weekly period are determined by averaging the net assets at the end of a week
with the net assets at the end of the prior week. A discussion regarding the basis for the most recent approval of the Investment Advisory Agreement by the Board of Trustees of the Fund is available in the Funds semiannual report to
shareholders for the period ending June 30, 2017.
Because the investment advisory fees are based on a percentage of
managed assets, which includes assets attributable to the Funds use of leverage, the Investment Adviser may have a conflict of interest in the input it provides to the Board regarding whether to use or increase the Funds use of leverage.
There may be cases in which the Fund determines to borrow or use other forms of leverage. The Board bases its decision, with input from the Investment Adviser, regarding whether and how much leverage to use for the Fund on its assessment of whether
such use of leverage is in the best interest of the Fund, and the Board seeks to manage the Investment Advisers potential conflict of interest by retaining the final decision on these matters and by periodically reviewing the Funds
performance and use of leverage.
The Investment Adviser
The Investment Adviser is a New York limited liability company and registered investment adviser under the Investment Advisers Act of 1940, as amended, and serves as an investment adviser to registered
investment companies with combined aggregate net assets of approximately $22 billion as of March 31, 2019. The Investment Adviser is a wholly owned subsidiary of GAMCO Investors, Inc. (GBL), a New York corporation, whose Class A Common
Stock is traded on the NYSE under the symbol, GBL. Mr. Mario J. Gabelli may be deemed a controlling person of the Investment Adviser on the basis of his controlling interest in GBL. Mr. Gabelli owns a majority of the stock of
GGCP, Inc. (GGCP), which holds a majority of the capital stock and voting power of GBL. The Investment Adviser has several affiliates that provide investment advisory services: GAMCO Asset Management Inc., a wholly owned subsidiary of
GBL, acts as investment adviser for individuals, pension trusts, profit sharing trusts and endowments, and as a sub-adviser to certain third party investment funds, which include registered investment companies, having assets under management of
approximately $15.2 billion as of March 31, 2019; Teton Advisors, Inc., and its wholly owned investment adviser, Keeley Teton Advisers, LLC, with assets under management of approximately $2.6 billion as of March 31, 2019, act as investment
advisers to The TETON Westwood Funds, the KEELEY Funds, and separately managed accounts; Gabelli & Company Investment Advisers, Inc. (formerly, Gabelli Securities, Inc.), a wholly owned subsidiary of Associated Capital Group, Inc.
(Associated Capital), acts as investment adviser for certain alternative investment products, consisting primarily of risk arbitrage and merchant banking limited partnerships and offshore companies, with assets under management of
approximately $1.6 billion as of March 31, 2019; and Gabelli Fixed Income, LLC, an indirect wholly owned subsidiary of GBL, acts as investment adviser for separate accounts having assets under management of approximately $19 million as of March 31,
2019. Teton Advisors, Inc. was spun off by GBL in March 2009 and is an affiliate of GBL by virtue of Mr. Gabellis ownership of GGCP, the principal shareholder of Teton Advisors, Inc., as of March 31, 2019. Associated Capital was spun off from
GBL on November 30, 2015, and is an affiliate of GBL by virtue of Mr. Gabellis ownership of GGCP, the principal shareholder of Associated Capital.
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Payment of Expenses
The Investment Adviser is obligated to pay expenses associated with providing the services contemplated by the Investment Advisory Agreement including compensation of and office space for its officers and
employees connected with investment and economic research, trading and investment management and administration of the Fund (but excluding costs associated with the calculation of the net asset value and allocated costs of the chief compliance
officer function and officers of the Fund who are employed by the Fund and are not employed by the Investment Adviser although such officers may receive incentive-based variable compensation from affiliates of the Investment Adviser), as well as the
fees of all Trustees of the Fund who are officers or employees of the Investment Adviser or its affiliates.
In addition to the
fees of the Investment Adviser, the Fund, and indirectly the holders of its common shares, is responsible for the payment of all its other expenses incurred in the operation of the Fund, which include, among other things, underwriting compensation
and reimbursements in connection with sales of the Funds securities, expenses for legal and the Funds independent registered public accounting firms services, stock exchange listing fees and expenses, costs of printing proxies,
share certificates and shareholder reports, charges of the Funds Custodian, any sub-custodian and any transfer agent and distribution disbursing agent, expenses in connection with the Automatic Dividend Reinvestment Plan and the Voluntary Cash
Purchase Plan, SEC fees and preparation of filings with the SEC, fees and expenses of Trustees who are not officers or employees of the Investment Adviser or its affiliates, accounting and printing costs, the Funds pro rata portion of
membership fees in trade organizations, compensation and other expenses of officers and employees of the Fund (including, but not limited to, the Chief Compliance Officer, Vice President and Ombudsman) as approved by the Funds Trustees,
fidelity bond coverage for the Funds officers and employees, Trustees and officers errors and omissions insurance coverage, interest, brokerage costs, taxes, expenses of qualifying the Funds shares for sale in various states,
expenses of personnel performing shareholder servicing functions, rating agency fees, organizational expenses, litigation and other extraordinary or non-recurring expenses and other expenses properly payable by the Fund.
Selection of Securities Brokers
The Investment Advisory Agreement contains provisions relating to the selection of securities brokers to effect the portfolio transactions of the Fund. Under those provisions, the Investment Adviser may
(i) direct Fund portfolio brokerage to G.research, LLC (G.research), an affiliate of the Investment Adviser, or to other broker-dealer affiliates of the Investment Adviser and (ii) pay commissions to brokers other than
G.research that are higher than might be charged by another qualified broker to obtain brokerage and/or research services considered by the Investment Adviser to be useful or desirable for its investment management of the Fund and/or its other
investment advisory accounts or those of any investment adviser affiliated with it. The SAI contains further information about the Investment Advisory Agreement, including a more complete description of the investment advisory and expense
arrangements, exculpatory and brokerage provisions, as well as information on the brokerage practices of the Fund.
Portfolio Managers
Vincent Hugonnard-Roche serves as a co-lead portfolio manager for the Fund and is primarily responsible for the day to day
management of the Funds option strategy. Mr. Roche is also co-lead portfolio manager for the GAMCO Natural Resources, Gold & Income Trust. Mr. Roche joined GBL in 2000 as Director of Quantitative Strategies and Head of Risk Management.
Caesar M.P. Bryan serves as a co-lead portfolio manager for the Fund and is primarily responsible for the day to day
management of the gold companies portion of the Funds portfolio. Mr. Bryan joined GBL in 1994 and currently serves as a portfolio manager for the Investment Adviser and several funds in the Fund Complex.
Vincent Hugonnard-Roche and Caesar M.P. Bryan function as a team and are jointly responsible for the day to day management of the Fund.
The Statement of Additional Information provides additional information about the Portfolio Managers compensation, other
accounts managed by the Portfolio Managers, and the Portfolio Managers ownership of securities in the Fund.
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Non-Resident Trustees
Mr. van Ekris is not an U.S. resident and substantially all of his assets may be located outside of the United States. Mr. van Ekris does not have agents for service of process in the United States.
As a result, it may be difficult for U.S. investors to effect service of process upon Mr. van Ekris within the United States or to realize judgments of courts of the United States predicated upon civil liabilities under the federal securities
laws of the United States. In addition, it is not certain that civil liabilities predicated upon the federal securities laws on which a valid judgment of a court in the United States is obtained would be enforceable in the courts of the
jurisdictions in which Mr. van Ekris resides. Further, it is not certain that such courts would enforce, in an original action, liabilities against Mr. van Ekris predicated solely on U.S. federal securities laws.
Sub-Administrator
The Investment Adviser has entered into a sub-administration agreement with BNY Mellon Investment Servicing (US) Inc. (the
Sub-Administrator) pursuant to which the Sub-Administrator provides certain administrative services necessary for the Funds operations which do not
include the investment and portfolio management services provided by the Investment Adviser. For these services and the related expenses borne by the Sub-Administrator, the Investment Adviser pays a prorated
monthly fee at the annual rate of 0.0275% of the first $10 billion of the aggregate average net assets of each Fund and all other funds advised by the Investment Adviser and Teton Advisors, Inc. and administered by the Sub-Administrator, 0.0125% of the aggregate average net assets exceeding $10 billion but less than $15 billion, 0.01% of the aggregate average net assets in excess of $15 billion and 0.008% of the
aggregate average net assets in excess of $20 billion. The Sub-Administrator has its principal office at 760 Moore Road, King of Prussia, Pennsylvania 19406.
PORTFOLIO TRANSACTIONS
Principal transactions are not entered into with affiliates of the Fund. However, G.research, an affiliate of the Investment Adviser, may execute portfolio transactions on stock exchanges and in the OTC
markets on an agency basis and may be paid commissions. For a more detailed discussion of the Funds brokerage allocation practices, see Portfolio Transactions in the SAI.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to make regular monthly cash distributions of all or a portion of its investment company taxable income (which includes ordinary income and realized short term capital gains) to common
shareholders. The Fund also intends to make annual distributions of its realized net long term capital gains, if any (which is the excess of net long term capital gains over net short term capital losses). As a RIC under the Code, the Fund will not
be subject to U.S. federal income tax on any taxable income that it distributes to shareholders, provided that at least 90% of its investment company taxable income for that taxable year is distributed to its shareholders. The Fund, however, may
make more than one capital gain distribution to avoid paying U.S. federal excise tax. See Taxation.
A portion of
the Funds common share distributions for the fiscal years ending 2009, 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018 included a return of capital. During each of the fiscal years ended December 31, 2009, 2011, 2012, 2013, 2014, 2015,
2016, 2017 and 2018, the portion of the Funds common share distributions that included a return of capital was approximately 58%, 3%, 15%, 44%, 100%, 98%, 95%, 92% and 95%, respectively. When the Fund makes distributions consisting of returns
of capital, such distributions may further decrease the Funds total assets and, therefore have the likely effect of increasing the Funds expense ratio as the Funds fixed expenses will become a larger percentage of the Funds
average net assets. In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action. These effects could have a negative
impact on the prices investors receive when they sell shares of the Fund. A portion of the distributions to the preferred shareholders for the fiscal years ending 2014, 2015 and 2016 included a return of capital. Shareholders who receive the payment
of a distribution consisting of a return of capital may be under the impression that they are receiving net profits when they are not.
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Shareholders should not assume that the source of a distribution from the Fund is net profit. Any return of capital that is a component of a distribution is not sourced from earnings and profits
of the Fund and that portion should not be considered by investors as yield or total return on their investment in the Fund. The Fund has capital loss carryforwards from prior years, which may cause a portion of the Funds distributions to be
recharacterized as a return of capital. Further, while any return of capital that is a component of a distribution will not necessarily be taxed in the current period, it will have the effect of lowering the cost basis, which may lead to higher
taxes upon the sale of the securities.
The Fund will pay common shareholders annually all, or at least 90%, of its investment
company taxable income. Various factors will affect the level of the Funds income, such as its asset mix and use of option strategies. To permit the Fund to maintain more stable monthly distributions, the Fund may from time to time distribute
less than the entire amount of income earned in a particular period, which would be available to supplement future distributions. As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount
of income actually earned by the Fund during that period. However, as the Fund is entitled to rely on an exemption from the 1940 Act which allows the Board of Trustees to implement a managed distribution policy, the Board of Trustees in the future
may determine to cause the Fund to distribute a fixed percentage of the Funds average net asset value or market price per common share over a specified period of time at or about the time of distribution or to distribute a fixed dollar amount.
The Board of Trustees has no present intention to implement such a policy. See Dividends and Distributions in the SAI.
The Funds distribution policy, including its policy to make regular monthly cash distributions, may be modified from time to time by the Board as it deems appropriate, including in light of market
and economic conditions and the Funds current, expected, and historical earnings, and investment performance. Common shareholders are expected to be notified of any such modifications by press release or in the Funds periodic shareholder
reports. Because the Funds income will fluctuate and the Funds distribution policy may be changed by the Board at any time, there can be no assurance that the Fund will pay distributions or dividends at a particular rate.
Shareholders will automatically have all dividends and distributions reinvested in common shares of the Fund issued by the Fund or
purchased in the open market in accordance with the Funds dividend reinvestment plan unless an election is made to receive cash. See Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan.
ISSUANCE OF COMMON STOCK
During the year ended December 31, 2018, the Fund issued 336,269 shares of beneficial interest through various at the market offerings. The net proceeds received from these offers were
$1,557,430 (net of sales manager commissions of $15,616 and offering expenses of $146,594). The net proceeds received from the various offerings exceeded the NAV of the issued shares by $35,245.
G.research, an affiliate of Gabelli Funds, LLC, the Funds Investment Adviser, acted as sales manager for all of the offerings.
AUTOMATIC DIVIDEND REINVESTMENT AND VOLUNTARY CASH PURCHASE PLAN
Enrollment in the Plan
It is the policy of the Fund to automatically reinvest dividends payable to common shareholders. As a registered shareholder
you automatically become a participant in the Funds Automatic Dividend Reinvestment Plan (the Plan). The Plan authorizes the Fund to credit common shares to participants upon an income dividend or a capital gains distribution
regardless of whether the shares are trading at a discount or a premium to net asset value. All distributions to shareholders whose shares are registered in their own names will be automatically reinvested pursuant to the Plan in additional shares
of the Fund. Plan participants may send their share certificates to American
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Stock Transfer (AST) to be held in their dividend reinvestment account. Registered shareholders wishing to receive their distributions in cash must submit this request in writing to:
GAMCO Global Gold, Natural Resources & Income Trust
c/o American Stock Transfer
6201 15th Avenue
Brooklyn, NY 11219
Shareholders requesting this cash election must include the shareholders name and address as they appear on the Funds records.
Shareholders with additional questions regarding the Plan or requesting a copy of the terms of the Plan, may contact AST at (888) 422-3262.
If your shares are held in the name of a broker, bank, or nominee, you should contact such institution. If such institution is not participating in the Plan, your account will be credited with a cash
dividend. In order to participate in the Plan through such institution, it may be necessary for you to have your shares taken out of street name and re-registered in your own name. Once registered in your own name your distributions will
be automatically reinvested. Certain brokers participate in the Plan. Shareholders holding shares in street name at participating institutions will have distributions automatically reinvested. Shareholders wishing a cash dividend at such
institution must contact their broker to make this change.
The number of common shares distributed to participants in the Plan
in lieu of cash dividends is determined in the following manner. Under the Plan, whenever the market price of the Funds common shares is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number
of shares equivalent to the cash dividends or capital gains distribution, participants are issued common shares valued at the greater of (i) the net asset value as most recently determined or (ii) 95% of the then current market price of
the Funds common shares. The valuation date is the dividend or distribution payment date or, if that date is not a NYSE trading day, the next trading day. If the net asset value of the common shares at the time of valuation exceeds the market
price of the common shares, participants will receive common shares from the Fund valued at market price. Reinvesting shareholders will receive the average reinvestment price, which is calculated by dividing the total reinvestment amount by the
number of common shares purchased. If the Fund should declare a dividend or capital gains distribution payable only in cash, AST will buy common shares in the open market, or on the NYSE, or elsewhere, for the participants accounts, except
that AST will endeavor to terminate purchases in the open market and cause the Fund to issue shares at net asset value if, following the commencement of such purchases, the market value of the common shares exceeds the then current net asset value.
The automatic reinvestment of dividends and capital gains distributions will not relieve participants of any income tax which
may be payable on such distributions. A participant in the Plan will be treated for U.S. federal income tax purposes as having received, on a dividend payment date, a dividend or distribution in an amount equal to the cash the participant could have
received instead of shares.
Voluntary Cash Purchase Plan
The Voluntary Cash Purchase Plan is yet another vehicle for our shareholders to increase their investment in the Fund. In order to participate in the Voluntary Cash Purchase Plan, shareholders must have
their shares registered in their own name.
Participants in the Voluntary Cash Purchase Plan have the option of making
additional cash payments to AST for investments in the Funds common shares at the then current market price. Shareholders may send an amount from $250 to $10,000. AST will use these funds to purchase shares in the open market on or about the
1st and 15th of each month. AST will charge each shareholder who participates a pro rata share of the brokerage commissions. Brokerage charges for such purchases are expected to be less than the usual brokerage charge for such transactions. It is
suggested that any voluntary cash payments be sent to American Stock Transfer, 6201 15th Avenue, Brooklyn, NY 11219 such that AST receives such payments approximately 10 days before the investment date. Funds not received at least five days before
the investment date shall be held for investment until the next purchase date. A payment may be withdrawn without charge if notice is received by AST at least 48 hours before such payment is to be invested.
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Shareholders wishing to liquidate shares held at AST must do so in writing or by telephone.
Please submit your request to the above mentioned address or telephone number. Include in your request your name, address, and account number. The cost to liquidate shares is $1.00 per transaction as well as the brokerage commission incurred.
Brokerage charges are expected to be less than the usual brokerage charge for such transactions.
For more information
regarding the Automatic Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available by calling (914) 921-5070 or by writing directly to the Fund.
The Fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to written notice of the change sent to the
members of the Plan at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by AST on at least 90 days written notice to participants in the Plan.
DESCRIPTION OF THE SHARES
The following is a brief description of the terms of the Funds shares. This description does not purport to be complete and is qualified by reference to the Funds Agreement and Declaration
of Trust and its By-Laws. For complete terms of the shares, please refer to the actual terms of each series, which are set forth in the Agreement and Declaration of Trust.
Common Shares
The Fund is an unincorporated statutory trust organized
under the laws of Delaware pursuant to a Certificate of Trust dated as of January 4, 2005. The Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.001 per share. Each common share of beneficial
interest has one vote and, when issued and paid for in accordance with the terms of the applicable offering, will be fully paid and non-assessable. Though the Fund expects to pay distributions monthly on the common shares of beneficial interest, it
is not obligated to do so. All common shares of beneficial interest are equal as to distributions, assets and voting privileges and have no conversion, preemptive or other subscription rights. The Fund will send annual and semiannual reports,
including financial statements, to all holders of its shares.
Offerings of shares require approval by the Funds Board of
Trustees. Any additional offering of common shares of beneficial interest will be subject to the requirements of the 1940 Act, which provides that common stock may not be issued at a price below the then current net asset value, exclusive of sales
load, except in connection with an offering to existing holders of common shares or with the consent of a majority of the Funds common shareholders.
The Funds common shares of beneficial interest are listed on the NYSE American under the symbol GGN.
The Funds common shares have historically traded at both a premium and discount to NAV. Since the Fund commenced trading on the NYSE American, the Funds common shares have traded at a discount
to net asset value as high as 20.2% and a premium as high as 56.1%. Unlike open-end funds, closed-end funds like the Fund do not continuously offer shares and do not provide daily redemptions. Rather, if a shareholder determines to buy additional
common shares or sell shares already held, the shareholder may do so by trading through a broker on the NYSE American or otherwise. The average weekly trading volume of common shares on the NYSE American during the period from January 1, 2018 to
December 31, 2018 was 231,500 shares.
Shares of closed-end investment companies often trade on an exchange at prices lower
than net asset value. Because the market value of the common shares may be influenced by such factors as dividend and distribution levels (which are in turn affected by expenses), dividend and distribution stability, net asset value, market
liquidity, relative demand for and supply of such shares in the market, unrealized gains, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot assure you that common shares will trade at a price
equal to or higher than net asset value in the future. The common shares are designed primarily for long term investors and you should not purchase the common shares if you intend to sell them soon after purchase.
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Subject to the rights of the outstanding preferred shares, the Funds common shares
vote as a single class on election of Trustees and on additional matters with respect to which the 1940 Act, the Funds Declaration of Trust, By-Laws or resolutions adopted by the Trustees provide for a vote of the Funds common shares.
See Anti-Takeover Provisions of the Funds Governing Documents.
The Fund is a closed-end, non-diversified,
management investment company and as such its shareholders do not, and will not, have the right to require the Fund to repurchase their shares. The Fund, however, may repurchase its common shares from time to time as and when it deems such a
repurchase advisable, subject to maintaining required asset coverage for each series of outstanding preferred shares. The Board has authorized such repurchases to be made when the Funds common shares are trading at a discount from net asset
value of 7.5% or more (or such other percentage as the Board of the Fund may determine from time to time). Pursuant to the 1940 Act, the Fund may repurchase its common shares on a securities exchange (provided that the Fund has informed its
shareholders within the preceding six months of its intention to repurchase such shares) or pursuant to tenders and may also repurchase shares privately if the Fund meets certain conditions regarding, among other things, distribution of net income
for the preceding fiscal year, status of the seller, price paid, brokerage commissions, prior notice to shareholders of an intention to purchase shares and purchasing in a manner and on a basis that does not discriminate unfairly against the other
shareholders through their interest in the Fund.
When the Fund repurchases its common shares for a price below net asset
value, the net asset value of the common shares that remain outstanding will be enhanced, but this does not necessarily mean that the market price of the outstanding common shares will be affected, either positively or negatively. The repurchase of
common shares will reduce the total assets of the Fund available for investment and may increase the Funds expense ratio. In total through December 31, 2018, the Fund has repurchased and retired 231,803 common shares in the open market at an
average price of $7.28 per share and at an average discount of approximately 10.55% from the Funds net asset value. During the year ended December 31, 2018, the Fund did not repurchase any shares.
Book Entry
The common
shares sold through this offering will initially be held in the name of Cede & Co. as nominee for the Depository Trust Company (DTC). The Fund will treat Cede & Co. as the holder of record of the common shares for
all purposes. In accordance with the procedures of DTC, however, purchasers of common shares will be deemed the beneficial owners of shares purchased for purposes of distributions, voting and liquidation rights. Purchasers of common shares may
obtain registered certificates by contacting the transfer agent.
Preferred Shares
Currently, an unlimited number of the Funds shares have been classified by the Board of Trustees as preferred shares, par value
$0.001 per share. The terms of such preferred shares may be fixed by the Board of Trustees and would materially limit and/or qualify the rights of the holders of the Funds common shares.
On May 7, 2013, the Fund completed the placement of $100 million of preferred shares consisting of 4 million shares designated
as the Series B Preferred Shares and paying dividends of an annual rate equal to 5.00% of liquidation preference. The Series B Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares.
Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the preferred shares are cumulative. The Fund is required by the 1940 Act and by the Statement of Preferences to meet certain asset coverage tests
with respect to the Series B 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 B Preferred Shares at the redemption price of
$25 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet the requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the
Funds ability to pay dividends to common shareholders or repurchase common shares and could lead to sales of portfolio securities at inopportune times. The income received on the Funds assets may vary in a manner unrelated to the fixed
rate, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.
The Series B Preferred Shares are listed on the NYSE American under the ticker symbol GGN PrB.
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Upon a liquidation, each holder of the preferred shares will be entitled to receive out of
the assets of the Fund available for distribution to shareholders (after payment of claims of the Funds creditors but before any distributions with respect to the Funds common shares or any other shares of the Fund ranking junior to the
preferred shares as to liquidation payments) an amount per share equal to such shares liquidation preference plus any accumulated but unpaid distributions (whether or not earned or declared, excluding interest thereon) to the date of
distribution, and such shareholders shall be entitled to no further participation in any distribution or payment in connection with such liquidation. Each series of the preferred shares will rank on a parity with any other series of preferred shares
of the Fund as to the payment of distributions and the distribution of assets upon liquidation, and will be junior to the Funds obligations with respect to any outstanding senior securities representing debt. If the Fund has insufficient
investment income and gains, all or a portion of the distributions to preferred shareholders would come from the common shareholders capital. Such distributions reduce the net assets attributable to common shareholders since the liquidation
preference of the preferred shareholders is constant. The preferred shares carry one vote per share on all matters on which such shares are entitled to vote. The preferred shares will, upon issuance, be fully paid and nonassessable and will have no
preemptive, exchange or conversion rights. The Board of Trustees may by resolution classify or reclassify any authorized but unissued capital shares of the Fund from time to time by setting or changing the preferences, conversion or other rights,
voting powers, restrictions, limitations as to distributions or terms or conditions of redemption. The Fund will not issue any class of shares senior to the preferred shares.
Redemption, Purchase and Sale of Preferred Shares By the Fund. The terms of any preferred shares are expected to provide that (i) they are redeemable by the Fund at any time
(either after the date of initial issuance, or after some period of time following initial issuance) in whole or in part at the original purchase price per share plus accumulated dividends per share, (ii) the Fund may tender for or purchase
preferred shares and (iii) the Fund may subsequently resell any shares so tendered for or purchased. Any redemption or purchase of preferred shares by the Fund will reduce the leverage applicable to the common shares, while any resale of preferred
shares by the Fund will increase that leverage.
Rating Agency Guidelines. The Series B Preferred
Shares are rated A2 by Moodys. Upon issuance, any new series of preferred shares may be rated by Moodys or Fitch, in which case the following description of rating agency guidelines would also be applicable.
The Fund expects that it would be required under any applicable rating agency guidelines to maintain assets having in the aggregate a
discounted value at least equal to a Basic Maintenance Amount (as defined in the applicable Statement of Preferences and summarized below), for its outstanding preferred shares, including the Series B Preferred Shares. To the extent any particular
portfolio holding does not satisfy the applicable rating agencys guidelines, all or a portion of such holdings value will not be included in the calculation of discounted value (as defined by such rating agency). The Moodys and
Fitch guidelines would also impose certain diversification requirements and industry concentration limitations on the Funds overall portfolio, and apply specified discounts to securities held by the Fund (except certain money market
securities).
The Basic Maintenance Amount is generally equal to (a) the sum of (i) the aggregate liquidation
preference of any preferred shares then outstanding plus (to the extent not included in the liquidation preference of such preferred shares) an amount equal to the aggregate accumulated but unpaid distributions (whether or not earned or declared) in
respect of such preferred shares, (ii) the Funds other liabilities (excluding dividends and other distributions payable on the Funds common shares), (iii) any other current liabilities of the Fund (including amounts due and payable by
the Fund pursuant to reverse repurchase agreements and payables for assets purchased) less (b) the value of the Funds assets if such assets are either cash or evidences of indebtedness which mature prior to or on the date of redemption or
repurchase of preferred shares or payment of another liability and are either U.S. government securities or evidences of indebtedness rated at least Aaa, P-1, VMIG-1 or MIG-1 by Moodys or
AAA, SP-1+ or A-1+ by S&P and are held by the Fund for distributions, the redemption or repurchase of preferred shares or the Funds liabilities.
If the Fund does not cure in a timely manner a failure to maintain a discounted value of its portfolio equal to the Basic Maintenance
Amount in accordance with the requirements of any applicable rating agency or agencies then rating the preferred shares at the request of the Fund, the Fund may, and in certain circumstances would be required to, mandatorily redeem preferred shares.
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Any rating agency providing a rating for the preferred shares, including the Series B
Preferred Shares, at the request of the Fund may, at any time, change or withdraw any such rating. The Board, without further action by the shareholders, may amend, alter, add to or repeal certain of the definitions and related provisions of the
applicable Statement of Preferences that have been adopted by the Fund pursuant to the rating agency guidelines if the Board determines that such modification is necessary to prevent a reduction in rating of the preferred shares, including the
Series B Preferred Shares, by Moodys or such other rating agency, as the case may be, and any such amendment, alteration or repeal will be deemed not to affect the preferences, rights or powers of the holders of preferred shares, provided that
the Board shall have obtained confirmation from the rating agency that such modification would not adversely affect its then current rating of the preferred shares, including the Series B Preferred Shares.
As described by Moodys and Fitch, any ratings assigned to the preferred shares are assessments of the capacity and willingness of
the Fund to pay the obligations of each series of the preferred shares. Any ratings on the preferred shares are not recommendations to purchase, hold or sell shares of any series, in as much as the ratings do not comment as to market price or
suitability for a particular investor. The rating agency guidelines also do not address the likelihood that an owner of preferred shares will be able to sell such shares on an exchange, in an auction or otherwise. Any ratings would be based on
current information furnished to Moodys and Fitch by the Fund and the Investment Adviser and information obtained from other sources. Any ratings may be changed, suspended or withdrawn as a result of changes in, or the unavailability of, such
information. The rating agency guidelines would apply to the preferred shares, as the case may be, only so long as such rating agency is rating such shares at the request of the Fund. The Fund expects that it would pay fees to Moodys and Fitch
for rating any preferred shares.
The rating agency guidelines will apply to the preferred shares, as the case may be, only so
long as such rating agency is rating such shares at the request of the Fund. The Fund will pay fees to the rating agencies for rating any series of the preferred shares.
Asset Maintenance Requirements. In addition to the requirements summarized under Rating Agency Guidelines above, the Fund must also satisfy asset
maintenance requirements under the 1940 Act with respect to its preferred shares. Under the 1940 Act, such debt or preferred shares may be issued only if immediately after such issuance the value of the Funds total assets (less ordinary course
liabilities) is at least 300% of the amount of any debt outstanding and at least 200% of the amount of any preferred stock and debt outstanding.
The Fund will be required under the preferred shares Statement of Preferences (the Statement of Preferences) to determine whether it has, as of the last business day of each March, June,
September and December of each year, an asset coverage (as defined in the 1940 Act) of at least 200% (or such higher or lower percentage as may be required at the time under the 1940 Act) with respect to all outstanding senior securities
of the Fund that are debt or stock, including any outstanding preferred shares. If the Fund fails to maintain the asset coverage required under the 1940 Act on such dates and such failure is not cured within 60 calendar days, the Fund may, and
in certain circumstances will be required to, mandatorily redeem the number of preferred shares sufficient to satisfy such asset coverage. See Redemption below.
Distributions. Holders of any fixed rate preferred shares will be entitled to receive, when, as and if
declared by the Board of Trustees, out of funds legally available therefor, cumulative cash distributions, at an annual rate set forth in the applicable Prospectus Supplement, payable with such frequency as set forth in the applicable Prospectus
Supplement. Such distributions will accumulate from the date on which such shares are issued.
Restrictions on Dividends and Other
Distributions for the Preferred Shares
So long as any preferred shares are outstanding, the Fund may not pay any dividend
or distribution (other than a dividend or distribution paid in common shares or in options, warrants or rights to subscribe for or purchase common shares) in respect of the common shares or call for redemption, redeem, purchase or otherwise
61
acquire for consideration any common shares (except by conversion into or exchange for shares of the Fund ranking junior to the preferred shares as to the payment of dividends and the
distribution of assets upon liquidation), unless:
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the Fund has declared and paid (or provided to the relevant dividend paying agent) all cumulative distributions on the Funds outstanding
preferred shares due on or prior to the date of such common share dividend or distribution;
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the Fund has redeemed the full number of preferred shares to be redeemed pursuant to any mandatory redemption provision in the Funds governing
documents; and
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after making the distribution, the Fund meets applicable asset coverage requirements described under Rating Agency Guidelines and
Asset Maintenance Requirements.
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No complete distribution due for a particular dividend
period will be declared or made on any series of the preferred shares for any dividend period, or part thereof, unless full cumulative distributions due through the most recent dividend payment dates therefor for all outstanding series of preferred
shares of the Fund ranking on a parity with such series as to distributions have been or contemporaneously are declared and made. If full cumulative distributions due have not been made on all outstanding preferred shares of the Fund ranking on a
parity with such series of preferred shares as to the payment of distributions, any distributions being paid on the preferred shares will be paid as nearly pro rata as possible in proportion to the respective amounts of distributions accumulated but
unmade on each such series of preferred shares on the relevant dividend payment date. The Funds obligation to make distributions on the preferred shares will be subordinate to its obligations to pay interest and principal, when due, on any of
the Funds senior securities representing debt.
Redemption
Mandatory Redemption Relating to Asset Coverage Requirements. The Fund may, at its option, consistent
with its Governing Documents and the 1940 Act, and in certain circumstances will be required to, mandatorily redeem preferred shares in the event that:
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the Fund fails to maintain the asset coverage requirements specified under the 1940 Act on a quarterly valuation date (generally the last business day
of March, June, September and December) and such failure is not cured on or before a stated period, following such failure (60 calendar days in the case of the Series B Preferred Shares); or
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the Fund fails to maintain the asset coverage requirements as calculated in accordance with the applicable rating agency guidelines as of any monthly
valuation date, and such failure is not cured on or before a stated period after such valuation date.
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The
redemption price for preferred shares subject to mandatory redemption will be the liquidation preference, as stated in the Prospectus Supplement accompanying the issuance of such preferred shares, plus an amount equal to any accumulated but unpaid
distributions (whether or not earned or declared) to the date fixed for redemption, plus any applicable redemption premium determined by the Board of Trustees and included in the Statement of Preferences.
The number of preferred shares that will be redeemed in the case of a mandatory redemption will equal (and may, if the applicable
Statement of Preferences so provides, exceed) the minimum number of outstanding preferred shares, the redemption of which, if such redemption had occurred immediately prior to the opening of business on the applicable cure date, would have resulted
in the relevant asset coverage requirement having been met or, if the required asset coverage cannot be so restored, all of the preferred shares. In the event that preferred shares are redeemed due to a failure to satisfy the 1940 Act asset coverage
requirements, the Fund may, but is not required to, redeem a sufficient number of preferred shares so that the Funds assets exceed the asset coverage requirements under the 1940 Act after the redemption by 10% (that is, 220% asset coverage) or
some other amount specified in the Statement of Preferences. In the event that preferred shares are redeemed due to a failure to satisfy applicable rating agency guidelines, the Fund may, but is not required to, redeem a sufficient number of
preferred shares so that the Funds discounted portfolio value (as determined in accordance with the applicable rating agency
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guidelines) after redemption exceeds the asset coverage requirements of each applicable rating agency by up to 10% (that is, 110% rating agency asset coverage) or some other amount specified in
the Statement of Preferences.
If the Fund does not have funds legally available for the redemption of, or is otherwise unable
to redeem, all the preferred shares to be redeemed on any redemption date, the Fund will redeem on such redemption date that number of shares for which it has legally available funds, or is otherwise able to redeem, from the holders whose shares are
to be redeemed ratably on the basis of the redemption price of such shares, and the remainder of those shares to be redeemed will be redeemed on the earliest practicable date on which the Fund will have funds legally available for the redemption of,
or is otherwise able to redeem, such shares upon written notice of redemption.
If fewer than all of the Funds
outstanding preferred shares are to be redeemed, the Fund, at its discretion and subject to the limitations of its Governing Documents and the 1940 Act, will select the one or more series of preferred shares from which shares will be redeemed and
the amount of preferred shares to be redeemed from each such series. If less than all preferred shares of a series are to be redeemed, such redemption will be made as among the holders of that series pro rata in accordance with the respective number
of shares of such series held by each such holder on the record date for such redemption (or by such other equitable method as the Fund may determine). If fewer than all the preferred shares held by any holder are to be redeemed, the notice of
redemption mailed to such holder will specify the number of shares to be redeemed from such holder, which may be expressed as a percentage of shares held on the applicable record date.
Optional Redemption of Fixed Rate Preferred Shares. Fixed Rate Preferred Shares will not be subject to
optional redemption by the Fund until the date, if any, specified in the applicable Prospectus Supplement, unless such redemption is necessary, in the judgment of the Fund, to maintain the Funds status as a RIC under the Code or as otherwise
provided in the applicable Statement of Preferences. Commencing on such date and thereafter, the Fund may at any time redeem such Fixed Rate Preferred Shares in whole or in part for cash at a redemption price per share equal to the initial
liquidation preference per share plus accumulated and unpaid distributions (whether or not earned or declared) to the redemption date plus, if applicable, any redemption premium. Such redemptions are subject to the notice requirements set forth
under Redemption Procedures and the limitations of the Governing Documents and 1940 Act. The foregoing requirements may be modified in the case of any particular series of preferred shares.
Redemption Procedures. A notice of redemption with respect to an optional redemption will be given to
the holders of record of fixed rate preferred shares selected for redemption not less than 15 days (subject to NYSE American requirements) nor, more than 40 days prior to the date fixed for redemption. Preferred shareholders may
receive shorter notice in the event of a mandatory redemption. Each notice of redemption will state (i) the redemption date, (ii) the number or percentage of preferred shares to be redeemed (which may be expressed as a percentage of such
shares outstanding), (iii) the CUSIP number(s) of such shares, (iv) the redemption price (specifying the amount of accumulated distributions to be included therein), (v) the place or places where such shares are to be redeemed,
(vi) that distributions on the shares to be redeemed will cease to accumulate on such redemption date, (vii) the provision of the Statement of Preferences, as applicable, under which the redemption is being made and (viii) any
conditions precedent to such redemption. No defect in the notice of redemption or in the mailing thereof will affect the validity of the redemption proceedings, except as required by applicable law.
The holders of any preferred shares, whether subject to a variable or fixed rate, will not have the right to redeem any of their shares at
their option.
Liquidation Preference. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Fund, the holders of preferred shares will be entitled to receive a preferential liquidating distribution, which is expected to equal the original purchase price per preferred share plus accumulated
and unpaid dividends, whether or not declared, before any distribution of assets is made to holders of common shares. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of preferred shares will
not be entitled to any further participation in any distribution of assets by the Fund.
Voting
Rights. Except as otherwise stated in this Prospectus, specified in the Governing Documents or resolved by the Board or as otherwise required by applicable law, holders of preferred shares shall be entitled to
63
one vote per share held on each matter submitted to a vote of the shareholders of the Fund and will vote together with holders of common shares and of any other preferred shares then outstanding
as a single class.
In connection with the election of the Funds Trustees, holders of the outstanding preferred shares,
voting together as a single class, will be entitled to elect two of the Funds Trustees, and the remaining Trustees will be elected by holders of common shares and holders of preferred shares, voting together as a single class. In addition, if
(i) at any time dividends and distributions on outstanding preferred shares are unpaid in an amount equal to at least two full years dividends and distributions thereon and sufficient cash or specified securities have not been deposited with
the applicable paying agent for the payment of such accumulated dividends and distributions or (ii) at any time holders of any other series of preferred shares are entitled to elect a majority of the Trustees of the Fund under the 1940 Act or the
applicable Statement of Preferences creating such shares, then the number of Trustees constituting the Board automatically will be increased by the smallest number that, when added to the two Trustees elected exclusively by the holders of preferred
shares as described above, would then constitute a simple majority of the Board as so increased by such smallest number. Such additional Trustees will be elected by the holders of the outstanding preferred shares, voting together as a single class,
at a special meeting of shareholders which will be called as soon as practicable and will be held not less than ten nor more than twenty days after the mailing date of the meeting notice. If the Fund fails to send such meeting notice or to call such
a special meeting, the meeting may be called by any preferred shareholder on like notice. The terms of office of the persons who are Trustees at the time of that election will continue. If the Fund thereafter pays, or declares and sets apart for
payment in full, all dividends and distributions payable on all outstanding preferred shares for all past dividend periods or the holders of other series of preferred shares are no longer entitled to elect such additional Trustees, the additional
voting rights of the holders of the preferred shares as described above will cease, and the terms of office of all of the additional Trustees elected by the holders of the preferred shares (but not of the Trustees with respect to whose election the
holders of common shares were entitled to vote or the two Trustees the holders of preferred shares have the right to elect as a separate class in any event) will terminate automatically.
The 1940 Act requires that, in addition to any approval by shareholders that might otherwise be required, the approval of the holders of a
majority of any outstanding preferred shares (as defined in the 1940 Act), voting separately as a class, would be required to (1) adopt any plan of reorganization that would adversely affect the preferred shares, and (2) take any action requiring a
vote of security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the Funds classification as a closed-end investment company or changes in its fundamental investment restrictions. As a result of these
voting rights, the Funds ability to take any such actions may be impeded to the extent that there are any preferred shares outstanding. Additionally, the affirmative vote of the holders of a majority of the outstanding (as defined
in the 1940 Act) preferred shares of any series of the Funds preferred shares, voting separately from the holders of any other series of the Funds preferred shares (to the extent its rights are affected differently), shall be required
with respect to any matter that materially and adversely affects the rights, preferences or powers of that series in a manner different from that of other series or classes of the Funds shares. The affirmative vote of the holders of a
majority of the outstanding (as defined in the 1940 Act) preferred shares, voting separately as one class, shall be required to amend, alter or repeal the provisions of the Funds Declaration of Trust or By-laws, whether by merger,
consolidation or otherwise, if such amendment, alteration or repeal would affect adversely the rights, preferences or powers expressly set forth in any statement of preferences of the Funds preferred shares, unless, in each case, the Fund
obtains written confirmation from any rating agency then rating the preferred shares at the Funds request that such amendment, alteration or repeal would not impair the rating then assigned by such rating agency to such preferred shares, in
which case the vote or consent of the holders of the preferred shares is not required. No matter shall be deemed to adversely affect any rights, preferences or powers of the preferred shares unless such matter (i) adversely alters or abolishes any
right or preference of such series; (ii) creates, adversely alters or abolishes any right in respect of redemption of such series; or (iii) creates or adversely alters (other than to abolish) any restriction on transfer applicable to such series. An
increase in the number of authorized preferred shares of the Fund pursuant to the Declaration of Trust or the issuance of additional shares of any series of preferred shares of the Fund pursuant to the Declaration of Trust shall not in and of itself
be considered to adversely affect the rights, preferences or powers of a series of preferred shares. The class votes of holders of preferred shares described above will in each case be in addition to any other vote required to authorize the action
in question.
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The foregoing voting provisions will not apply to any series of preferred shares if, at or
prior to the time when the act with respect to which such vote otherwise would be required will be effected, such shares will have been redeemed or called for redemption and sufficient cash or cash equivalents provided to the applicable paying agent
to effect such redemption. The holders of preferred shares will have no preemptive rights or rights to cumulative voting.
Limitation on Issuance of Preferred Shares. So long as the Fund has preferred shares outstanding, subject to
receipt of approval from the rating agencies of each series of preferred shares outstanding, and subject to compliance with the Funds investment objectives, policies and restrictions, the Fund may issue and sell shares of one or more other
series of additional preferred shares provided that the Fund will, immediately after giving effect to the issuance of such additional preferred shares and to its receipt and application of the proceeds thereof (including, without limitation, to the
redemption of preferred shares to be redeemed out of such proceeds), have an asset coverage for all senior securities of the Fund which are stock, as defined in the 1940 Act, of at least 200% of the sum of the liquidation preference of
the preferred shares of the Fund then outstanding and all indebtedness of the Fund constituting senior securities and no such additional preferred shares will have any preference or priority over any other preferred shares of the Fund upon the
distribution of the assets of the Fund or in respect of the payment of dividends or distributions.
The Fund will consider from
time to time whether to offer additional preferred shares or securities representing indebtedness and may issue such additional securities if the Board concludes that such an offering would be consistent with the Funds Governing Documents and
applicable law, and in the best interest of existing common shareholders.
Book Entry. Fixed Rate
Preferred Shares will initially be held in the name of Cede & Co. as nominee for DTC. The Fund will treat Cede & Co. as the holder of record of preferred shares for all purposes. In accordance with the procedures of DTC, however,
purchasers of Fixed Rate Preferred Shares will be deemed the beneficial owners of stock purchased for purposes of dividends, voting and liquidation rights.
Outstanding Securities
The following information regarding the Funds
authorized shares is as of March 31, 2019.
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Title of Class
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Amount
Authorized
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Amount Held
by Fund
or
for its Account
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Amount
Outstanding
Exclusive of
Amount Held
by Fund
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Common Shares
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Unlimited
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136,222,384
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5.00% Series B Cumulative Preferred Shares
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4,000,000
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3,465,849
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Other Series of Preferred Shares
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Unlimited
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0
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ANTI-TAKEOVER PROVISIONS OF THE FUNDS GOVERNING DOCUMENTS
The Fund presently has provisions in its Governing Documents which could have the effect of limiting, in each case,
(i) the ability of other entities or persons to acquire control of the Fund, (ii) the Funds freedom to engage in certain transactions or (iii) the ability of the Funds Trustees or shareholders to amend the Governing
Documents or effectuate changes in the Funds management. These provisions of the Governing Documents of the Fund may be regarded as anti-takeover provisions. The Board of Trustees of the Fund is divided into three classes, each
having a term of no more than three years. Each year the term of one class of Trustees will expire. Accordingly, only those Trustees in one class may be changed in any one year, and it would require a minimum of two years to change a majority of the
Board of Trustees. Such system of electing Trustees may have the effect of maintaining the continuity of management and, thus, make it more difficult for the shareholders of the Fund to change the majority of Trustees. See Management of the
FundTrustees and Officers in the SAI. A Trustee of the Fund may be removed with cause by a majority of the remaining Trustees and, without cause, by two-thirds of the remaining Trustees or by no less than two-thirds of the aggregate
number of votes entitled to be cast for the election of such Trustee. Under the Funds By-Laws, advance notice to the Fund of any shareholder proposal
65
is required, potential nominees to the Board of Trustees must satisfy a series of requirements relating to, among other things, potential conflicts of interest or relationships and fitness to be
a Trustee of a closed-end fund in order to be nominated or elected as a Trustee and any shareholder proposing the nomination or election of a person as a Trustee must supply significant amounts of information designed to enable verification of
whether such person satisfies such qualifications. Additionally, the Agreement and Declaration of Trust requires any shareholder action by written consent to be unanimous. Special voting requirements of 75% of the outstanding voting shares (in
addition to any required class votes) apply to certain mergers or a sale of all or substantially all of the Funds assets, liquidation, conversion of the Fund into an open-end fund or interval fund and amendments to several provisions of the
Declaration of Trust, including the foregoing provisions. In addition, 80% of the holders of the outstanding voting securities of the Fund voting as a class is generally required in order to authorize any of the following transactions:
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merger or consolidation of the Fund with or into any other entity;
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issuance of any securities of the Fund to any person or entity for cash, other than pursuant to the Dividend and Reinvestment Plan or any offering if
such person or entity acquires no greater percentage of the securities offered than the percentage beneficially owned by such person or entity immediately prior to such offering or, in the case of a class or series not then beneficially owned by
such person or entity, the percentage of common shares beneficially owned by such person or entity immediately prior to such offering;
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sale, lease or exchange of all or any substantial part of the assets of the Fund to any entity or person (except assets having an aggregate fair market
value of less than $5,000,000);
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sale, lease or exchange to the Fund, in exchange for securities of the Fund, of any assets of any entity or person (except assets having an aggregate
fair market value of less than $5,000,000); or
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the purchase of the Funds common shares by the Fund from any person or entity other than pursuant to a tender offer equally available to other
shareholders in which such person or entity tenders no greater percentage of common shares than are tendered by all other shareholders; if such person or entity is directly, or indirectly through affiliates, the beneficial owner of more than 5% of
the outstanding shares of the Fund.
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However, such vote would not be required when, under certain conditions,
the Board of Trustees approves the transaction.
In addition, shareholders have no authority to adopt, amend or repeal By-Laws.
The Board of Trustees has authority to adopt, amend and repeal By-Laws consistent with the Declaration of Trust (including to require approval by the holders of a majority of the outstanding shares for the election of Trustees). Reference is made to
the Governing Documents of the Fund, on file with the SEC, for the full text of these provisions.
The provisions of the
Governing Documents described above could have the effect of depriving the owners of shares in the Fund of opportunities to sell their shares at a premium over prevailing market prices, by discouraging a third party from seeking to obtain control of
the Fund in a tender offer or similar transaction. The overall effect of these provisions is to render more difficult the accomplishment of a merger or the assumption of control by a principal shareholder.
The foregoing 75% and 80% voting requirements, which have been considered and determined to be in the best interests of shareholders by
the Trustees, are greater than the voting requirements imposed by the 1940 Act and applicable Delaware law.
The Governing
Documents of the Fund are on file with the SEC. For access to the full text of these provisions, see Additional Information.
CLOSED-END FUND STRUCTURE
The Fund is a
non-diversified, closed-end management investment company (commonly referred to as a closed-end fund). Closed-end funds differ from open-end funds (which are generally referred to as mutual funds) in that closed-end funds generally list their common
shares for trading on a stock exchange and do not redeem their common shares at the request of the shareholder. This means that if you wish to sell your common shares of
66
a closed-end fund you must trade them on the market like any other stock at the prevailing market price at that time. In a mutual fund, if the shareholder wishes to sell shares of the fund, the
mutual fund will redeem or buy back the shares at net asset value. Also, mutual funds generally offer new shares on a continuous basis to new investors, and closed-end funds generally do not. The continuous inflows and outflows of assets
in a mutual fund can make it difficult to manage the funds investments. By comparison, closed-end funds are generally able to stay more fully invested in securities that are consistent with their investment objectives, to have greater
flexibility to make certain types of investments and to use certain investment strategies such as financial leverage and investments in illiquid securities.
Common shares of closed-end funds often trade at a discount to their net asset value. Because of this possibility and the recognition that any such discount may not be in the interest of shareholders, the
Funds Board of Trustees might consider from time to time engaging in open-market repurchases, tender offers for shares or other programs intended to reduce a discount. We cannot guarantee or assure, however, that the Funds Board of
Trustees will decide to engage in any of these actions. Nor is there any guarantee or assurance that such actions, if undertaken, would result in the common shares trading at a price equal or close to net asset value per share. We cannot assure you
that the Funds common shares will not trade at a discount.
REPURCHASE OF COMMON SHARES
The Fund is a non-diversified, closed-end management investment company and as such its shareholders do not, and will
not, have the right to require the Fund to repurchase their shares. The Fund, however, may repurchase its common shares from time to time as and when it deems such a repurchase advisable. The Board of Trustees has authorized, but does not require,
such repurchases to be made when the Funds common shares are trading at a discount from net asset value of 7.5% or more (or such other percentage as the Board of Trustees of the Fund may determine from time to time). This authorization is a
standing authorization that may be executed in the discretion of the Funds officers. The Funds officers are authorized to use the Funds general corporate funds to repurchase common shares. The Fund generally intends to finance
common share repurchases with cash on hand, and while the Fund may incur debt to finance common share repurchases, such debt financing would require further approval of the Board, and the Fund does not currently intend to incur debt to finance
common share repurchases. The Fund has repurchased its common shares under this authorization. See Description of the SharesCommon Shares. Although the Board of Trustees has authorized such repurchases, the Fund is not required to
repurchase its common shares, and the Funds officers, in determining whether to repurchase Fund common shares pursuant to this authority, take into account a variety of market and economic factors including, among other things, trading volume,
the magnitude of discount, bid/ask spreads, the Funds available cash position, leverage and expense ratios and any applicable legal or contractual restrictions on such repurchases that may be applicable at the time. The Board of Trustees has
not established a limit on the number of shares that could be purchased during such period. Pursuant to the 1940 Act, the Fund may repurchase its common shares on a securities exchange (provided that the Fund has informed its shareholders within the
preceding six months of its intention to repurchase such shares) or pursuant to tenders and may also repurchase shares privately if the Fund meets certain conditions regarding, among other things, distribution of net income for the preceding fiscal
year, status of the seller, price paid, brokerage commissions, prior notice to shareholders of an intention to purchase shares and purchasing in a manner and on a basis that does not discriminate unfairly against the other shareholders through their
interest in the Fund. The Fund has not and will not, unless otherwise set forth in a Prospectus Supplement and accomplished in accordance with applicable law and positions of the SECs staff, repurchase common shares (i) immediately after
the completion of an offering of common shares (i.e., within sixty days of an overallotment option period) or (ii) at a price that is tied to the initial offering price. See Plan of Distribution.
When the Fund repurchases its common shares for a price below net asset value, the net asset value of the common shares that remain
outstanding shares will be enhanced, but this does not necessarily mean that the market price of the outstanding common shares will be affected, either positively or negatively. The repurchase of common shares will reduce the total assets of the
Fund available for investment and may increase the Funds expense ratio.
67
NET ASSET VALUE
The net asset value of the Funds shares is computed based on the market value of the securities it holds and is determined daily as
of the close of the regular trading day on the NYSE American. For purposes of determining the Funds net asset value per share, portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. OTC
market for which market quotations are readily available are valued at the last quoted sale price or a markets 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 so determines, by such other method as the Board of Trustees 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 the Investment Adviser.
Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures
established by the Board of Trustees 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
60 days or less that are not credit impaired are valued at amortized cost, unless the Board of Trustees determines such amount does not reflect the securities fair value, in which case these securities will be fair valued as determined by
the Board of Trustees. Debt instruments having a maturity greater than 60 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. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.
Securities and assets for which market quotations are not readily available are fair valued as determined by the Board of Trustees. 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 to the valuation and changes in valuation of similar securities,
including a comparison of foreign securities to the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.
The Fund obtains valuations on the basis of prices provided by a pricing service approved by the Board of Trustees. All other investment
assets, including restricted and not readily marketable securities, are valued in good faith at fair value under procedures established by and under the general supervision and responsibility of the Funds Board of Trustees.
In addition, whenever developments in one or more securities markets after the close of the principal markets for one or more portfolio
securities and before the time as of which the Fund determines its net asset value would, if such developments had been reflected in such principal markets, likely have more than a minimal effect on the Funds net asset value per share, the
Fund may fair value such portfolio securities based on available market information as of the time the Fund determines its net asset value.
NYSE American Closings. The holidays (as observed) on which the NYSE American is closed, and therefore days upon which shareholders cannot purchase or sell shares, currently
are: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent Monday when a holiday falls on a
Saturday or Sunday, respectively.
LIMITATION OF TRUSTEES AND OFFICERS LIABILITY
The Governing Documents provide that the Fund will indemnify its Trustees and officers and may indemnify its employees or
agents against liabilities and expenses incurred in connection with litigation in which they may be involved because of their positions with the Fund, to the fullest extent permitted by applicable law. However, nothing in the Governing Documents
protects or indemnifies a Trustee, officer, employee or agent of the Fund against
68
any liability to which such person would otherwise be subject in the event of such persons willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her position.
TAXATION
The following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and the ownership
and disposition of the Funds common and preferred shares. A more complete discussion of the tax rules applicable to the Fund and its shareholders can be found in the SAI that is incorporated by reference into this Prospectus. This discussion
assumes you are a U.S. person (as defined for U.S. federal income tax purposes) and that you hold your shares as capital assets (generally assets held for investment purposes). This discussion is based upon current provisions of the Code, the
regulations promulgated thereunder and judicial and administrative authorities, all of which are subject to change or differing interpretations by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. No
ruling has been or will be sought from the IRS regarding any matter discussed herein. No attempt is made to present a detailed explanation of all U.S. federal tax concerns affecting the Fund and its shareholders (including shareholders owning
large positions in the Fund or shareholders who are subject to special rules under the Code).
The discussion set forth
herein does not constitute tax advice and potential investors are urged to consult their own tax advisers to determine the tax consequences to them of investing in the Fund.
Taxation of the Fund
The Fund has elected to be treated and has qualified,
and intends to continue to qualify annually, as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund must, among other things, meet the following requirements regarding the source of its income and the diversification
of its assets:
(i) The Fund must derive in each taxable year at least 90% of its gross income from
the following sources, which are referred to herein as Qualifying Income: (a) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of
stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and
(b) net income derived from interests in publicly traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in
clause (a) above (each a Qualified Publicly Traded Partnership).
(ii) The
Fund must diversify its holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the market value of the Funds total assets is represented by cash and cash items (including receivables), U.S. government
securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and not more
than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the market value of the Funds total assets is invested in the securities of (I) any one issuer (other than U.S. government securities and
the securities of other regulated investment companies), (II) any two or more issuers (other than regulated investment companies) that the Fund controls and that are determined to be engaged in the same business or similar or related trades or
businesses or (III) any one or more Qualified Publicly Traded Partnerships.
Income from the Funds investments in
grantor trusts and equity interests of MLPs that are not Qualified Publicly Traded Partnerships (if any) will be Qualifying Income to the extent it is attributable to items of income of such trust or MLP that would be Qualifying Income if earned
directly by the Fund.
Although in general the passive loss rules of the Code do not apply to regulated investment companies,
such rules do apply to a regulated investment company with respect to items attributable to an interest in a Qualified Publicly Traded Partnership. The Funds investments in partnerships, including in Qualified Publicly Traded Partnerships, may
result in the Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
69
As a RIC, the Fund generally will not be subject to U.S. federal income tax on income
and gains that the Fund distributes to its shareholders, provided that it distributes each taxable year at least the sum of (i) 90% of the Funds investment company taxable income (which includes, among other items, dividends, interest and
the excess of any net short term capital gain over net long term capital loss and other taxable income, (other than any net capital gain, which is the excess of net long term capital gain over net short term capital loss) reduced by deductible
expenses) determined without regard to the deduction for dividends paid and (ii) 90% of the Funds net tax-exempt interest income (the excess of its gross tax-exempt interest over certain disallowed deductions). The Fund intends to
distribute substantially all of such income at least annually. The Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not distribute to its shareholders.
The Code imposes a 4% nondeductible federal excise tax on the Fund to the extent the Fund does not distribute by the end of any calendar
year an amount at least equal to the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year, (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain
ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made to use the Funds fiscal year), and (iii) certain undistributed amounts from previous years on which the Fund paid no
U.S. federal income tax. In addition, the minimum amounts that must be distributed in any year to avoid the federal excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case may be, from the
previous year. While the Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% federal excise tax, there can be no assurance that sufficient amounts of the Funds taxable income and
capital gain will be distributed to entirely avoid the imposition of the federal excise tax. In that event, the Fund will be liable for the federal excise tax only on the amount by which it does not meet the foregoing distribution requirement.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its
net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders.
Taxation of
Shareholders
Distributions paid to you by the Fund from its net capital gain, if any, that the Fund reports as capital
gains dividends (capital gain dividends) are taxable at rates applicable to long term capital gain, regardless of how long you have held your shares. All other dividends paid to you by the Fund (including dividends from short term
capital gains) from its current or accumulated earnings and profits (ordinary income dividends) are generally subject to tax as ordinary income.
Any distributions you receive that are in excess of the Funds current or accumulated earnings and profits will be treated as a tax-free return of capital to the extent of your adjusted tax basis in
your shares, and thereafter as capital gain from the sale of your shares. The amount of any Fund distribution that is treated as a tax-free return of capital will reduce your adjusted tax basis in your shares, thereby increasing your potential gain
or reducing your potential loss on any subsequent sale or other disposition of your shares.
Dividends and other taxable
distributions are taxable to you even though they are reinvested in additional shares of the Fund. Dividends and other distributions paid by the Fund are generally treated under the Code as received by you at the time the dividend or distribution is
made. If, however, the Fund pays you a dividend in January that was declared in the previous October, November or December and you were the shareholder of record on a specified date in one of such months, then such dividend will be treated for tax
purposes as being paid by the Fund and received by you on December 31 of the year in which the dividend was declared.
The Fund
will send you information after the end of each year setting forth the amount and tax status of any distributions paid to you by the Fund.
The sale or other disposition of shares of the Fund will generally result in capital gain or loss to you, and will be long-term capital gain or loss if you have held such shares for more than one year at
the time of sale. Any loss upon the sale or exchange of shares held for six months or less will be treated as long term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain
dividend) by you with respect to such shares. Any loss you realize on a sale or exchange of shares will be disallowed if you acquire other shares (whether through the automatic reinvestment of dividends or otherwise) within a
70
61-day period beginning 30 days before and ending 30 days after your sale or exchange of the shares. In such a case, your tax basis in the shares
acquired will be adjusted to reflect the disallowed loss.
The Fund may be required to withhold, for U.S. federal backup
withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to shareholders who fail to provide the Fund (or its agent) with their correct taxpayer identification number (in the case of individuals, generally,
their social security number) or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Certain shareholders are exempt from backup withholding. Backup withholding is not an additional tax
and any amount withheld may be refunded or credited against your U.S. federal income tax liability, if any, provided that you timely furnish the required information to the IRS.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
The Bank of New York Mellon, located at 135 Santilli Highway, Everett, Massachusetts 02149, serves as the Custodian of the Funds
assets pursuant to a custody agreement. Under the custody agreement, the Custodian holds the Funds assets in compliance with the 1940 Act. For its services, the Custodian will receive a monthly fee paid by the Fund based upon, among other
things, the average value of the total assets of the Fund, plus certain charges for securities transactions and out-of-pocket expenses.
American Stock Transfer, located at 6201 15th Avenue, Brooklyn, New York 11219, serves as the Funds dividend disbursing agent, as
agent under the Funds Plan and as transfer agent and registrar for the common shares of the Fund.
PLAN OF DISTRIBUTION
We may sell the shares, being offered hereby in one or more of the following ways from time to
time:
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to underwriters or dealers for resale to the public or to institutional investors;
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directly to institutional investors;
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directly to a limited number of purchasers or to a single purchaser;
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through agents to the public or to institutional investors; or
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through a combination of any of these methods of sale.
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The Prospectus Supplement with respect to each series of securities will state the terms of the offering of the securities, including:
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the offering terms, including the name or names of any underwriters, dealers or agents;
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the purchase price of the securities and the net proceeds to be received by us from the sale;
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any underwriting discounts or agency fees and other items constituting underwriters or agents compensation, which compensation for any sale
will in no event exceed 8% of the sales price;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange on which the securities may be listed.
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If we use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account and
may be resold from time to time in one or more transactions, including;
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negotiated transactions;
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at a fixed public offering price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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71
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at prices related to prevailing market prices; or
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Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale of any securities, the securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Generally, the underwriters obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the
securities if they purchase any of the securities.
If indicated in an applicable Prospectus Supplement, we may sell the
securities through agents from time to time. The applicable Prospectus Supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. In compliance with the guidelines of the Financial Industry
Regulatory Authority, Inc., the maximum compensation to any agent in connection with the sale of our securities pursuant to this Prospectus and any accompanying Prospectus Supplement may not exceed 8% of the aggregate offering price of the
securities as set forth on the cover page of the supplement to this Prospectus. Generally, any agent will be acting on a best efforts basis for the period of its appointment. We may authorize underwriters, dealers or agents to solicit offers by
certain purchasers to purchase the securities from us at the public offering price set forth in the applicable Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The
delayed delivery contracts will be subject only to those conditions set forth in the applicable Prospectus Supplement, and the applicable Prospectus Supplement will set forth any commissions we pay for solicitation of these delayed delivery
contracts.
Offered securities may also be offered and sold, if so indicated in the applicable Prospectus Supplement, in
connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing
firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable Prospectus Supplement.
Agents, underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect thereof. Agents, underwriters and such other third parties may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
Each series of securities will be a new issue of securities and will have no established trading market other than our common
shares and Preferred Shares, which are listed on the NYSE American. Any common shares sold will be listed on NYSE American, upon official notice of issuance. The securities, other than the common shares, may or may not be listed on a national
securities exchange. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without
notice.
LEGAL MATTERS
Certain legal matters will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Fund in connection with the
offering of the Funds shares.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP serves as the independent registered public accounting firm of the Fund and audits the financial statements of
the Fund. PricewaterhouseCoopers LLP is located at 300 Madison Avenue New York, NY 10017.
72
ADDITIONAL INFORMATION
The Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in
accordance therewith files reports and other information with the SEC. Reports, proxy statements and other information filed by the Fund with the SEC pursuant to the informational requirements of such Acts can be inspected and copied at the public
reference facilities maintained by the SEC, 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding
registrants, including the Fund, that file electronically with the SEC.
The common shares are listed on the NYSE American
under the symbol GGN. The Preferred Shares are listed on the NYSE American under the symbol GGN PrB. Reports, proxy statements and other information concerning the Fund and filed with the SEC by the Fund will be available for
inspection at the NYSE American, 11 Wall Street, New York, New York, 10005.
This Prospectus constitutes part of a Registration
Statement filed by the Fund with the SEC under the Securities Act and the 1940 Act. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Fund and the shares offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete Registration Statement may be obtained from the SEC upon payment of the
fee prescribed by its rules and regulations or free of charge through the SECs web site (http://www.sec.gov).
PRIVACY PRINCIPLES OF THE FUND
The Fund is committed to maintaining the privacy of its shareholders and to
safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share
information with select other parties.
Generally, the Fund does not receive any non-public personal information relating to
its shareholders, although certain non-public personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except
as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).
The Fund restricts access to non-public personal information about its shareholders to employees of the Fund, the Investment Adviser, and its affiliates with a legitimate business need for the
information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of its shareholders.
73
TABLE OF CONTENTS
OF STATEMENT OF ADDITIONAL INFORMATION
An SAI dated as of May 28, 2019 has been filed with the SEC and is incorporated by
reference in this Prospectus. An SAI may be obtained without charge by writing to the Fund at its address at One Corporate Center, Rye, New York 10580-1422 or by calling the Fund toll-free at
(800) GABELLI (422-3554).
The Table of Contents of the SAI is as follows:
No dealer, sales person or other person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in this Prospectus in connection with the offer contained herein, and, if given or made, such other information or representations must not be relied upon as having been
authorized by the Fund, the Investment Adviser or the underwriters. Neither the delivery of this Prospectus nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Fund
since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to
which it relates. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy such securities in any circumstance in which such an offer or solicitation is unlawful.
74
Appendix A
CORPORATE BOND RATINGS
MOODYS INVESTORS SERVICE, INC.
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Aaa
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Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
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Aa
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Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
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A
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Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
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Baa
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Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
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Ba
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Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
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B
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Obligations rated B are considered speculative and are subject to high credit risk.
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Caa
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Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
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Ca
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Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
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C
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Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
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STANDARD & POORS RATINGS SERVICES
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AAA
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An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the
obligation is extremely strong.
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AA
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An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the
obligation is very strong.
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A
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An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated
categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
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BBB
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An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
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BB; B; CCC; CC; and C
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Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB
indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse
conditions.
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BB
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An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
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B
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An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
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CCC
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An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the
obligation.
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A-1
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CC
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An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
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C
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An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery
compared to obligations that are rated higher.
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D
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An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D
rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days in the absence of a stated grace period or within the
earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to
automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer.
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NR
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This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a
particular obligation as a matter of policy.
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A-2
$500,000,000
GAMCO Global Gold, Natural Resources & Income Trust
Common Shares of Beneficial Interest
Preferred Shares of Beneficial
Interest
PROSPECTUS
May 28, 2019
GAMCO Global Gold, Natural
Resources & Income Trust
Up to 20,000,000 Common Shares of Beneficial Interest
PROSPECTUS SUPPLEMENT
February 5, 2020
G.research,
LLC
February 5, 2020
Dated May 28, 2019
GAMCO Global Gold, Natural Resources & Income Trust
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information (the SAI) does not constitute a prospectus, but should be read in conjunction with the
Funds prospectus relating thereto dated May 28, 2019, and as it may be supplemented. This SAI does not include all information that a prospective investor should consider before investing in the Funds common shares, and investors should
obtain and read the Funds prospectus prior to purchasing such shares. A copy of the Funds Registration Statement, including the prospectus and any supplement, may be obtained from the Securities and Exchange Commission (the
SEC) upon payment of the fee prescribed, or inspected at the SECs office or via its website (www.sec.gov) at no charge. Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus.
The GAMCO Global Gold, Natural Resources & Income Trust, or the Fund, is a non-diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds primary investment objective is to provide a high level of current income. The Funds secondary investment objective is to seek
capital appreciation consistent with the Funds strategy and its primary objective. An investment in the Fund is not appropriate for all investors. We cannot assure you that the Funds objectives will be achieved. Gabelli Funds, LLC serves
as Investment Adviser to the Fund. See Management of the Fund.
Under normal market conditions, the Fund will attempt to
achieve its objectives by investing at least 80% of its assets in equity securities of companies principally engaged in the gold industry and the natural resources industries. The Fund will invest at least 25% of its assets in the equity securities
of companies principally engaged in the gold industry, which includes companies principally engaged in the exploration, mining, fabrication, processing, distribution or trading of gold or the financing, managing, controlling or operating of
companies engaged in gold-related activities. In addition, the Fund will invest at least 25% of its assets in the equity securities of companies principally engaged in the group of industries that constitute the natural resources
industries, which include companies principally engaged in the exploration, production or distribution of natural resources, such as gas, oil, paper, food and agriculture, forestry products, metals (other than gold) and minerals as well as related
transportation companies and equipment manufacturers. The Fund may invest in the securities of companies located anywhere in the world. Under normal market conditions, the Fund will invest at least 40% of its assets in the securities of issuers
located in at least three countries other than the U.S. The Fund may invest up to 10% of its total assets in securities rated below investment grade by recognized statistical rating agencies or unrated securities of comparable quality,
including securities of issuers in default, which are likely to have the lowest rating. These securities, which may be preferred shares or debt, are predominantly speculative and involve major risk exposure to adverse conditions. Securities that are
rated lower than BBB by S&P, or lower than Baa by Moodys or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly referred to as junk bonds or high
yield securities. As part of its investment strategy, the Fund intends to generate gains through an option strategy of writing (selling) covered call options on equity securities in its portfolio. When the Fund sells a covered call option, it
generates gains in the form of the premium paid by the buyer of the call, but the Fund forgoes the opportunity to participate in any increase in the value of the underlying equity security above the exercise price of the option. See Investment
Objectives and Policies.
This Statement of Additional Information is dated May 28, 2019.
1
TABLE OF CONTENTS
2
THE FUND
The GAMCO Global Gold, Natural Resources & Income Trust is a non-diversified, closed-end management investment company organized under the
laws of the State of Delaware. The Funds common shares of beneficial interest, par value $0.001 per share, are listed on the NYSE American LLC (the NYSE American) under the symbol GGN. Our 5.00% Series B Cumulative
Preferred Shares (Series B Preferred) are listed on the NYSE American under the symbol GGN PrB.
INVESTMENT OBJECTIVES AND POLICIES
Additional Investment Policies
Canadian Royalty Trusts. The Fund may invest in equity interests in Canadian Royalty Trusts. A Canadian Royalty
Trust is a royalty trust whose securities are generally listed on a Canadian securities exchange and which controls an underlying company whose business is the acquisition, exploitation, production and sale of oil and natural gas. These trusts
generally pay out to unitholders the majority of the cash flow that they receive from the production and sale of underlying oil and natural gas reserves. The amount of distributions paid on a Canadian Royalty Trusts units will vary from time
to time based on production levels, commodity prices, royalty rates and
3
certain expenses, deductions and costs, as well as on the distribution payout ratio policy adopted. As a result of distributing the bulk of its cash flow to unitholders, the ability of a Canadian
Royalty Trust to finance internal growth through exploration is limited. Therefore, Canadian Royalty Trusts typically grow through acquisition of additional oil and gas properties or producing companies with proven reserves of oil and gas, funded
through the issuance of additional equity or, where the trust is able, additional debt.
Canadian Royalty Trusts, like other types of
Natural Resources Companies, are exposed to pricing risk, supply and demand risk and depletion and exploration risk with respect to their underlying commodities, among other risks. An investment in units of Canadian Royalty Trusts involves some
risks which differ from an investment in common stock of a corporation, including increased liability for the obligations of the trust. There are certain regulatory and tax risks associated with an investment in Canadian Royalty Trusts resulting
from reliance on beneficial Canadian incentive programs and tax laws that may be changed in the future. In addition, securities of certain Canadian Royalty Trusts may not be qualifying assets for the Funds asset diversification requirements.
Master Limited Partnerships (MLPs). MLPs in which the Fund intends to invest will be limited
partnerships (or limited liability companies treated as partnerships for federal income tax purposes), the units of which will generally be listed and traded on a U.S. securities exchange. MLPs normally derive income and gains from the
exploration, development, mining or production, processing, refining, transportation (including pipeline transporting gas, oil, or products thereof), or the marketing of mineral or natural resources. MLPs generally have two classes of owners, the
general partner and limited partners. When investing in an MLP, the Fund intends to purchase publicly traded common units issued to limited partners of the MLP. The general partner typically controls the operations and management of the MLP. MLPs
are typically structured such that common units and general partner interests have first priority to receive quarterly cash distributions up to an established minimum amount (minimum quarterly distributions or MQD). Common
and general partner interests also accrue arrearages in distributions to the extent the MQD is not paid. Once common and general partner interests have been paid, subordinated units receive distributions of up to the MQD; however, subordinated units
do not accrue arrearages. Distributable cash in excess of the MQD paid to both common and subordinated units is distributed to both common and subordinated units generally on a pro rata basis. The general partner is also eligible to receive
incentive distributions if the general partner operates the business in a manner that results in distributions paid per common unit surpassing specified target levels.
MLPs, like other types of Natural Resources Companies, are exposed to pricing risk, supply and demand risk and depletion and exploration risk
with respect to their underlying commodities, among other risks. An investment in MLP units involves some risks which differ from an investment in the common stock of a corporation. Holders of MLP units have limited control and voting rights on
matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units and conflicts of interest may exist between common unit holders and the general partner, including those arising from incentive
distribution payments.
Risk Arbitrage. The Fund may invest up to 10% of its assets at the time of
investment in securities pursuant to risk arbitrage strategies or in other investment funds managed pursuant to such strategies. Risk arbitrage investments are made in securities of companies for which a tender or exchange offer has been
made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the Investment Adviser, there is a reasonable prospect of total return significantly
greater than the brokerage and other transaction expenses involved. Risk arbitrage strategies attempt to exploit merger activity to capture the spread between current market values of securities and their values after successful completion of a
merger, restructuring or similar corporate transaction. Transactions associated with risk arbitrage strategies typically involve the purchases or sales of securities in connection with announced corporate actions which may include, but are not
limited to, mergers, consolidations, acquisitions, transfers of assets, tender offers, exchange offers, re-capitalizations, liquidations, divestitures, spin-offs and similar transactions. However, a merger or other restructuring or tender or
exchange offer anticipated by the Fund and in which it holds an arbitrage position may not be completed on the terms contemplated or within the time frame anticipated, resulting in losses to the Fund.
In general, securities which are the subject of such an offer or proposal sell at a premium to their historic market price immediately prior
to the announcement of the offer but may trade at a discount or premium to what the stated or appraised value of the security would be if the contemplated transaction were approved or
4
consummated. Such investments may be advantageous when the discount significantly overstates the risk of the contingencies involved; significantly undervalues the securities, assets or cash to be
received by shareholders as a result of the contemplated transaction; or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such
contingencies requires unusually broad knowledge and experience on the part of the Investment Adviser which must appraise not only the value of the issuer and its component businesses as well as the assets or securities to be received as a result of
the contemplated transaction but also the financial resources and business motivation behind the offer and/or the dynamics and business climate when the offer or proposal is in process. Since such investments are ordinarily short term in nature,
they will tend to increase the turnover ratio of the Fund, thereby increasing its brokerage and other transaction expenses. Risk arbitrage strategies may also involve short selling, options hedging and other arbitrage techniques to capture price
differentials.
Derivative Instruments
Options. The Fund may, from time to time, subject to guidelines of the Board of Trustees and the limitations set
forth in the prospectus, purchase or sell (i.e., write) options on securities, securities indices and foreign currencies which are listed on a national securities exchange or in the
over-the-counter (OTC) market, as a means of achieving additional return or of hedging the value of the Funds portfolio.
A call option is a contract that gives the holder of the option the right to buy from the writer of the call option, in return for a premium,
the security or currency underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option has the obligation, upon exercise of the option, to deliver the underlying security or currency
upon payment of the exercise price during the option period.
A put option is a contract that gives the holder of the option the right, in
return for a premium, to sell to the seller the underlying security at a specified price. The seller of the put option has the obligation to buy the underlying security upon exercise at the exercise price.
A call option is covered if the Fund owns the underlying instrument covered by the call or has an absolute and immediate right to
acquire that instrument without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other instruments held in its portfolio. A call option is also covered
if the Fund holds a call option on the same instrument as the call option written where the exercise price of the call option held is (i) equal to or less than the exercise price of the call option written or (ii) greater than the exercise
price of the call option written if the difference is maintained by the Fund in cash, U.S. government securities or other high-grade short term obligations in a segregated account with its custodian. A put option is covered if the
Fund maintains cash or other high-grade short-term obligations with a value equal to the exercise price in a segregated account with its custodian, or else holds a put option on the same instrument as the put option written where the exercise price
of the put option held is equal to or greater than the exercise price of the put option written.
If the Fund has written an option, it
may terminate its obligation by effecting a closing purchase transaction. This is accomplished by purchasing an option of the same series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be
unable to effect a closing purchase transaction. Similarly, if the Fund is the holder of an option it may liquidate its position by effecting a closing sale transaction. This is accomplished by selling an option of the same series as the option
previously purchased. There can be no assurance that either a closing purchase or sale transaction can be effected when the Fund so desires.
The Fund realizes a profit from a closing transaction if the price of the transaction is less than the premium received from writing the
option or is more than the premium paid to purchase the option; the Fund realizes a loss from a closing transaction if the price of the transaction is more than the premium received from writing the option or is less than the premium paid to
purchase the option. Since call option prices generally reflect increases in the price of the underlying security, any loss resulting from the repurchase of a call option may also be wholly or partially offset by unrealized appreciation of the
underlying security, and any gain resulting from the repurchase of a call option may also be wholly or partially offset by unrealized depreciation of the underlying security. Other principal factors affecting the market value of a put or a call
option include supply and demand, interest rates, the current market price and price volatility of the underlying security and the time remaining until the expiration date. Gains and losses on investments in options depend, in part, on the ability
of the Investment Adviser to
5
correctly predict the effect of these factors. The use of options cannot serve as a complete hedge since the price movement of securities underlying the options will not necessarily follow the
price movements of the portfolio securities subject to the hedge.
An option position may be closed out only on an exchange that provides
a secondary market for an option of the same series or in a private transaction. Although the Fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid
secondary market on an exchange will exist for any particular option. In such event it might not be possible to effect closing transactions in particular options, in which case the Fund would have to exercise its options in order to realize any
profit and would incur brokerage commissions upon the exercise of call options and upon the subsequent disposition of underlying securities for the exercise of put options. If the Fund, as a covered call option writer, is unable to effect a closing
purchase transaction in a secondary market, it will not be able to sell the underlying security until the option expires or it delivers the underlying security upon exercise, or otherwise covers the position.
Options on Securities Indices. The Fund may purchase and sell securities index options. One effect of such
transactions may be to hedge all or part of the Funds securities holdings against a general decline in the securities market or a segment of the securities market. Options on securities indices are similar to options on stocks except that,
rather than the right to take or make delivery of stock at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon
which the option is based is greater than, in the case of a call option, or less than, in the case of a put option, the exercise price of the option.
The Funds successful use of options on indices depends upon its ability to predict the direction of the market and is subject to various
additional risks. The correlation between movements in the index and the price of the securities being hedged against is imperfect and the risk from imperfect correlation increases as the composition of the Fund diverges from the composition of the
relevant index. Accordingly, a decrease in the value of the securities being hedged against may not be wholly offset by a gain on the exercise or sale of a securities index put option held by the Fund.
Options on Foreign Currencies. Instead of purchasing or selling currency futures (as described below), the Fund
may attempt to accomplish similar objectives by purchasing put or call options on currencies or by writing put options or call options on currencies either on exchanges or in OTC markets. A put option gives the Fund the right to sell a currency at
the exercise price until the option expires. A call option gives the Fund the right to purchase a currency at the exercise price until the option expires. Both types of options serve to insure against adverse currency price movements in the
underlying portfolio assets designated in a given currency. The Funds use of options on currencies will be subject to the same limitations as its use of options on securities, described above and in the prospectus. Currency options may be
subject to position limits that may limit the ability of the Fund to fully hedge its positions by purchasing the options.
As in the case
of interest rate futures contracts and options thereon, described below, the Fund may hedge against the risk of a decrease or increase in the U.S. dollar value of a foreign currency denominated debt security that the Fund owns or intends to
acquire by purchasing or selling options contracts, futures contracts or options thereon with respect to a foreign currency other than the foreign currency in which such debt security is denominated, where the values of such different currencies
(vis-à-vis the U.S. dollar) historically have a high degree of positive correlation.
6
Futures Contracts and Options on Futures. The Fund may purchase and
sell financial futures contracts and options thereon which are traded on a commodities exchange or board of trade for certain hedging, yield enhancement and risk management purposes. A financial futures contract is an agreement to purchase or sell
an agreed amount of securities or currencies at a set price for delivery in the future. These futures contracts and related options may be on debt securities, financial indices, securities indices, U.S. government securities and foreign
currencies.
It is anticipated that these investments, if any, will be made by the Fund primarily for the purpose of hedging against
changes in the value of its portfolio securities and in the value of securities it intends to purchase. Such investments will only be made if they are economically appropriate to the reduction of risks involved in the management of the Fund. In this
regard, the Fund may enter into futures contracts or options on futures for the purchase or sale of securities indices or other financial instruments including but not limited to U.S. government securities.
A sale of a futures contract (or a short futures position) means the assumption of a contractual obligation to deliver
the securities underlying the contract at a specified price at a specified future time. A purchase of a futures contract (or a long futures position) means the assumption of a contractual obligation to acquire the securities
underlying the contract at a specified price at a specified future time. Certain futures contracts, including stock and bond index futures, are settled on a net cash payment basis rather than by the sale and delivery of the securities underlying the
futures contracts.
No consideration will be paid or received by the Fund upon the purchase or sale of a futures contract. Initially, the
Fund will be required to deposit with the broker an amount of cash or cash equivalents equal to approximately 1% to 10% of the contract amount (this amount is subject to change by the exchange or board of trade on which the contract is traded and
brokers or members of such board of trade may charge a higher amount). This amount is known as the initial margin and is in the nature of a performance bond or good faith deposit on the contract. Subsequent payments, known as
variation margin, to and from the broker will be made daily as the price of the index or security underlying the futures contract fluctuates. At any time prior to the expiration of the futures contract, the Fund may elect to close the
position by taking an opposite position, which will operate to terminate its existing position in the contract.
An option on a futures
contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time prior to the expiration of the option.
Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied
by delivery of the accumulated balance in the writers futures margin account attributable to that contract, which represents the amount by which the market price of the futures contract exceeds, in the case of a call option, or is less than,
in the case of a put option, the exercise price of the option on the futures contract. The potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs). Because the
value of the option purchased is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be
reflected in the net assets of the Fund.
Futures and options on futures entail certain risks, including but not limited to the following:
no assurance that futures contracts or options on futures can be offset at favorable prices, possible reduction of the yield of the Fund due to the use of hedging, possible reduction in value of both the securities hedged and the hedging instrument,
possible lack of liquidity due to daily limits on price fluctuations, imperfect correlation between the contracts and the securities being hedged, losses from investing in futures transactions that are potentially unlimited and the segregation
requirements described below.
7
Interest Rate Futures Contracts and Options Thereon. The Fund may
purchase or sell interest rate futures contracts to take advantage of or to protect the Fund against fluctuations in interest rates affecting the value of debt securities which the Fund holds or intends to acquire. For example, if interest rates are
expected to increase, the Fund might sell futures contracts on debt securities, the values of which historically have a high degree of positive correlation to the values of the Funds portfolio securities. Such a sale would have an effect
similar to selling an equivalent value of the Funds portfolio securities. If interest rates increase, the value of the Funds portfolio securities will decline, but the value of the futures contracts to the Fund will increase at
approximately an equivalent rate thereby keeping the net asset value of the Fund from declining as much as it otherwise would have. The Fund could accomplish similar results by selling debt securities with longer maturities and investing in debt
securities with shorter maturities when interest rates are expected to increase. However, since the futures market may be more liquid than the cash market, the use of futures contracts as a risk management technique allows the Fund to maintain a
defensive position without having to sell its portfolio securities.
Similarly, the Fund may purchase interest rate futures contracts when
it is expected that interest rates may decline. The purchase of futures contracts for this purpose constitutes a hedge against increases in the price of debt securities (caused by declining interest rates), which the Fund intends to acquire. Since
fluctuations in the value of appropriately selected futures contracts should approximate that of the debt securities that will be purchased, the Fund can take advantage of the anticipated rise in the cost of the debt securities without actually
buying them. Subsequently, the Fund can make its intended purchase of the debt securities in the cash market and liquidate its futures position.
The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security.
Depending on the pricing of the option compared to either the price of the futures contract upon which it is based or the price of the underlying debt securities, it may or may not be less risky than ownership of the futures contract or underlying
debt securities. As with the purchase of futures contracts, when the Fund is not fully invested it may purchase a call option on a futures contract to hedge against a market advance due to declining interest rates.
The purchase of a put option on a futures contract is similar to the purchase of protective put options on portfolio securities. The Fund will
purchase a put option on a futures contract to hedge the Funds portfolio against the risk of rising interest rates and consequent reduction in the value of portfolio securities.
The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the securities that are deliverable
upon exercise of the futures contract. If the futures price at expiration of the option is below the exercise price, the Fund will retain the full amount of the option premium, which provides a partial hedge against any decline that may have
occurred in the Funds portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against increasing prices of the securities that are deliverable upon exercise of the futures contract. If the futures
price at expiration of the option is higher than the exercise price, the Fund will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of debt securities that the Fund intends to purchase.
If a put or call option the Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between changes in the value of its portfolio securities and
changes in the value of its futures positions, the Funds losses from options on futures it has written may to some extent be reduced or increased by changes in the value of its portfolio securities.
8
Currency Futures and Options Thereon. Generally, foreign currency
futures contracts and options thereon are similar to the interest rate futures contracts and options thereon discussed previously. By entering into currency futures and options thereon, the Fund will seek to establish the rate at which it will be
entitled to exchange U.S. dollars for another currency at a future time. By selling currency futures, the Fund will seek to establish the number of dollars it will receive at delivery for a certain amount of a foreign currency. In this way,
whenever the Fund anticipates a decline in the value of a foreign currency against the U.S. dollar, the Fund can attempt to lock in the U.S. dollar value of some or all of the securities held in its portfolio that are
denominated in that currency. By purchasing currency futures, the Fund can establish the number of dollars it will be required to pay for a specified amount of a foreign currency in a future month. Thus, if the Fund intends to buy securities in the
future and expects the U.S. dollar to decline against the relevant foreign currency during the period before the purchase is effected, the Fund can attempt to lock in the price in U.S. dollars of the securities it intends to
acquire.
The purchase of options on currency futures will allow the Fund, for the price of the premium and related transaction costs it
must pay for the option, to decide whether or not to buy (in the case of a call option) or to sell (in the case of a put option) a futures contract at a specified price at any time during the period before the option expires. If the Investment
Adviser, in purchasing an option, has been correct in its judgment concerning the direction in which the price of a foreign currency would move against the U.S. dollar, the Fund may exercise the option and thereby take a futures position to
hedge against the risk it had correctly anticipated or close out the option position at a gain that will offset, to some extent, currency exchange losses otherwise suffered by the Fund. If exchange rates move in a way the Fund did not anticipate,
however, the Fund will have incurred the expense of the option without obtaining the expected benefit; any such movement in exchange rates may also thereby reduce rather than enhance the Funds profits on its underlying securities transactions.
Securities Index Futures Contracts and Options Thereon. Purchases or sales of securities index futures
contracts are used for hedging purposes to attempt to protect the Funds current or intended investments from broad fluctuations in stock or bond prices. For example, the Fund may sell securities index futures contracts in anticipation of or
during a market decline to attempt to offset the decrease in market value of the Funds securities portfolio that might otherwise result. If such decline occurs, the loss in value of portfolio securities may be offset, in whole or part, by
gains on the futures position. When the Fund is not fully invested in the securities market and anticipates a significant market advance, it may purchase securities index futures contracts in order to gain rapid market exposure that may, in part or
entirely, offset increases in the cost of securities that the Fund intends to purchase. As such purchases are made, the corresponding positions in securities index futures contracts will be closed out. The Fund may write put and call options on
securities index futures contracts for hedging purposes.
Forward Foreign Currency Exchange
Contracts. Subject to guidelines of the Board of Trustees, the Fund may enter into forward foreign currency exchange contracts to protect the value of its portfolio against uncertainty in the level of future currency
exchange rates between a particular foreign currency and the U.S. dollar or between foreign currencies in which its securities are or may be denominated. The Fund may enter into such contracts on a spot (i.e., cash) basis at the rate then
prevailing in the currency exchange market or on a forward basis by entering into a forward contract to purchase or sell currency. A forward contract on foreign currency is an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days agreed upon by the parties from the date of the contract at a price set on the date of the contract. Forward currency contracts (i) are traded in a market conducted directly between currency traders
(typically, commercial banks or other financial institutions) and their customers, (ii) generally have no deposit requirements and (iii) are typically consummated without payment of any commissions. The Fund, however, may enter into
forward currency contracts requiring deposits or involving the payment of commissions.
The dealings of the Fund in forward foreign
exchange are limited to hedging involving either specific transactions or portfolio positions. Transaction hedging is the purchase or sale of one forward foreign currency for another currency with respect to specific receivables or payables of the
Fund accruing in connection with the purchase and sale of its portfolio securities or its payment of distributions. Position hedging is the purchase or sale of one forward foreign currency for another currency with respect to portfolio security
9
positions denominated or quoted in the foreign currency to offset the effect of an anticipated substantial appreciation or depreciation, respectively, in the value of the currency relative to the
U.S. dollar. In this situation, the Fund also may, for example, enter into a forward contract to sell or purchase a different foreign currency for a fixed U.S. dollar amount when it is believed that the U.S. dollar value of the
currency to be sold or bought pursuant to the forward contract will fall or rise, as the case may be, whenever there is a decline or increase, respectively, in the U.S. dollar value of the currency in which its portfolio securities are
denominated (this practice being referred to as a cross-hedge).
In hedging a specific transaction, the Fund may enter into a
forward contract with respect to either the currency in which the transaction is denominated or another currency deemed appropriate by the Investment Adviser. The amount the Fund may invest in forward currency contracts is limited to the amount of
its aggregate investments in foreign currencies.
The use of forward currency contracts may involve certain risks, including the failure
of the counterparty to perform its obligations under the contract, and such use may not serve as a complete hedge because of an imperfect correlation between movements in the prices of the contracts and the prices of the currencies hedged or used
for cover. The Fund will only enter into forward currency contracts with parties that the Investment Adviser believes to be creditworthy institutions.
Under current interpretations of the SEC and its staff under the 1940 Act, the Fund must segregate with its custodian liquid assets, or engage
in other SEC or staff approved measures, to cover open positions in certain types of derivative instruments. The purpose of these requirements is to prevent the Fund from incurring excessive leverage through such instruments. In the case
of futures and forward contracts, for example, that are not required as a result of one or more contractual arrangements to settle for cash only in an amount equal to the change in value of the contract over its term but rather may settle through
physical delivery or in the notional amount, the Fund must segregate liquid assets equal to such contracts full notional value while it has an open long position, or is equal to the market value of the contract in the case of an open short
position. With respect to contracts that the Fund is contractually obligated to settle for cash in an amount equal to the change in value of the contract, the Fund needs to segregate liquid assets only in an amount equal to the Funds unpaid
mark to market obligation rather than the entire notional amount. This is because the Funds maximum potential obligation at that point in time is its net unpaid mark to market obligation rather than the full notional amount.
Additional Risks Relating to Derivative Investments
Counterparty Risk. The Fund will be subject to credit risk with respect to the counterparties to the derivative contracts purchased by
the Fund. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract
in bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative transactions since generally a clearing
organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties performance under the contract as each party to a trade looks only to the clearing organization for performance of
financial obligations under the derivative contract. However, there can be no assurance that a clearing organization, or its members, will satisfy its obligations to the Fund, or that the Fund would be able to recover the full amount of assets
deposited on its behalf with the clearing organization in the event of the default by the clearing organization or the Funds clearing broker. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Uncleared OTC derivative transactions generally do not benefit from such protections. This exposes the Fund to the risk that a counterparty will not settle a transaction in
accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such counterparty risk is
accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties.
10
Failure of Futures Commission Merchants and Clearing Organizations Risk. The Fund may
deposit funds required to margin open positions in the derivative instruments subject to the Commodity Exchange Act with a clearing broker registered as a futures commission merchant (FCM). The Commodity Exchange Act requires
an FCM to segregate all funds received from customers with respect to any orders for the purchase or sale of U.S. domestic futures contracts and cleared swaps from the FCMs proprietary assets. Similarly, the Commodity Exchange Act requires
each FCM to hold in a separate secure account all funds received from customers with respect to any orders for the purchase or sale of foreign futures contracts and segregate any such funds from the funds received with respect to domestic futures
contracts. However, all funds and other property received by a clearing broker from its customers are held by the clearing broker on a commingled basis in an omnibus account and may be invested by the clearing broker in certain instruments permitted
under the applicable regulation. There is a risk that assets deposited by the Fund with any swaps or futures clearing broker as margin for futures contracts may, in certain circumstances, be used to satisfy losses of other clients of the Funds
clearing broker. In addition, the assets of the Fund may not be fully protected in the event of the clearing brokers bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of
the clearing brokers combined domestic customer accounts.
Similarly, the Commodity Exchange Act requires a clearing organization
approved by the Commodity Futures Trading Commission (the CFTC) as a derivatives clearing organization to segregate all funds and other property received from a clearing members clients in connection with domestic futures, swaps
and options contracts from any funds held at the clearing organization to support the clearing members proprietary trading. Nevertheless, with respect to futures contracts and options on futures, a clearing organization may use assets of a
non-defaulting customer held in an omnibus account at the clearing organization to satisfy losses in that account resulting from the default by another customer on its payment obligations that leads to the clearing members default to the
clearing organization. As a result, in the situation of a double default by a customer of the Funds clearing member and the clearing member itself with respect to payment obligations on the customers futures or options on futures, there
is a risk that the Funds assets in an omnibus account with the clearing organization may be used to satisfy losses from the double default and that the Fund may not recover the full amount of any such assets.
Dodd-Frank Act Risk. Title VII of the Dodd-Frank Act (the Derivatives Title) imposed a new regulatory structure on
derivatives markets, with particular emphasis on swaps and security based swaps (collectively swaps). This regulatory framework covers a broad range of swap market participants, including banks, non-banks, credit unions, insurance
companies, broker-dealers and investment advisers.
The SEC, other U.S. regulators, and to a lesser extent the CFTC (the
Regulators) still are in the process of adopting regulations, making determinations and providing guidance to implement the Derivatives Title, though certain aspects of the regulations are substantially complete. Until the Regulators
complete their rulemaking efforts, the full extent to which the Derivatives Title and the rules adopted thereunder will impact the Fund is unclear. It is possible that the continued development of this new regulatory structure for swaps may
jeopardize certain trades and/or trading strategies that may be employed by the Investment Adviser, or at least make them more costly.
Current regulations require the mandatory central clearing and mandatory exchange trading of particular types of interest rate swaps and index
credit default swaps (together, Covered Swaps). Together, these new regulatory requirements change the Funds trading of Covered Swaps. With respect to mandatory central clearing, the Fund is now required to clear its Covered Swaps
through a clearing broker, which requires, among other things, posting initial margin and variation margin to the Funds clearing broker in order to enter into and maintain positions in Covered Swaps. With respect to mandatory exchange trading,
the Investment Adviser may be required to become a participant on a type of execution platform called a swap execution facility (SEF) or may be required to access the SEF through an intermediary (such as an executing broker) in order to
be able to trade Covered Swaps for the Fund. In either scenario, the Investment Adviser and/or the Fund may incur additional legal and compliance costs and transaction fees. Just as with the other regulatory changes imposed as a result of the
implementation of the Derivatives Title, the increased costs and fees associated with trading Covered Swaps may jeopardize certain trades and/or trading strategies that may be employed by the Investment Adviser, or at least make them more costly.
Additionally, the Regulators have finalized regulations with a phased implementation that require swap dealers to collect from, and post
to, the Fund variation margin (and initial margin, if the Fund exceeds a specified exposure threshold) for uncleared derivatives transactions in certain circumstances. U.S. federal banking regulators have also finalized regulations that would impose
upon swap dealers new capital requirements. The CFTC and SEC have each proposed, but not yet adopted, capital requirements for swap dealers, and the SEC is still in the process of finalizing its proposed uncleared margin rules. As uncleared margin
and capital requirements have been and continue to be finalized and implemented, such requirements may make certain types of trades and/or trading strategies more costly or impermissible.
There may be market dislocations due to uncertainty during the implementation period of any new regulation and the Investment Adviser cannot
know how the derivatives market will adjust to new regulations. Until the Regulators complete the rulemaking process for the Derivatives Title, it is unknown the extent to which such risks may materialize.
Legal and Regulatory Risk. At any time after the date hereof, legislation or additional regulations may be
enacted that could negatively affect the assets of the Fund. Changing approaches to regulation may have a negative impact on the securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is
regulated. There can be no assurances that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives. In addition, as new rules
and regulations resulting from the passage of the Dodd-Frank Act are implemented and new international capital and liquidity requirements are introduced under the Basel III Accords, the market may not react the way the Investment Adviser expects.
Whether the Fund achieves its investment objectives may depend on, among other things, whether the Investment Adviser correctly forecasts market reactions to this and other legislation. In the event the Investment Adviser incorrectly forecasts
market reaction, the Fund may not achieve its investment objectives.
11
Special Risk Considerations Relating to Futures and Options
Thereon. The Funds ability to establish and close out positions in futures contracts and options thereon will be subject to the development and maintenance of liquid markets. Although the Fund generally will purchase
or sell only those futures contracts and options thereon for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract or option thereon at any particular
time. In the event no liquid market exists for a particular futures contract or option thereon in which the Fund maintains a position, it will not be possible to effect a closing transaction in that contract or to do so at a satisfactory price and
the Fund would have to either make or take delivery under the futures contract or, in the case of a written option, wait to sell the underlying securities until the option expires or is exercised or, in the case of a purchased option, exercise the
option. In the case of a futures contract or an option thereon which the Fund has written and which the Fund is unable to close, the Fund would be required to maintain margin deposits on the futures contract or option thereon and to make variation
margin payments until the contract is closed.
Successful use of futures contracts and options thereon and forward contracts by the Fund
is subject to the ability of the Investment Adviser to predict correctly movements in the direction of interest and foreign currency rates. If the Investment Advisers expectations are not met, the Fund will be in a worse position than if a
hedging strategy had not been pursued. For example, if the Fund has hedged against the possibility of an increase in interest rates that would adversely affect the price of securities in its portfolio and the price of such securities increases
instead, the Fund will lose part or all of the benefit of the increased value of its securities because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash to meet daily
variation margin requirements, it may have to sell securities to meet the requirements. These sales may be, but will not necessarily be, at increased prices that reflect the rising market. The Fund may have to sell securities at a time when it is
disadvantageous to do so.
Additional Risks of Foreign Options, Futures Contracts, Options on Futures Contracts and Forward
Contracts. Options, futures contracts and options thereon and forward contracts on securities and currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions
in the U.S., may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected
by: (i) other complex foreign political, legal and economic factors; (ii) lesser availability than in the U.S. of data on which to make trading decisions; (iii) delays in the Funds ability to act upon economic events
occurring in the foreign markets during non-business hours in the U.S.; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the U.S.; and (v) lesser trading volume.
Exchanges on which options, options on futures and forward contracts are traded may impose limits on the positions that the Fund may take in
certain circumstances.
Swaps. The Fund may enter into total rate of return, credit default or other types
of swaps and related derivatives for the purpose of hedging and risk management. These transactions generally provide for the transfer from one counterparty to another of certain risks inherent in the ownership of a financial asset such as a common
stock or debt instrument. Such risks include, among other things, the risk of default and insolvency of the obligor of such asset, the risk that the credit of the obligor or the underlying collateral will decline or the risk that the common stock of
the underlying issuer will decline in value. The transfer of risk pursuant to a derivative of this type may be complete or partial, and may be for the life of the related asset or for a shorter period. These derivatives may be used as a risk
management tool for a pool of financial assets, providing the Fund with the
12
opportunity to gain or reduce exposure to one or more reference securities or other financial assets (each, a Reference Asset) without actually owning or selling such assets in order,
for example, to increase or reduce a concentration risk or to diversify a portfolio. Conversely, these derivatives may be used by the Fund to reduce exposure to an owned asset without selling it.
Because the Fund would not own the Reference Assets, the Fund may not have any voting rights with respect to the Reference Assets, and in such
cases all decisions related to the obligors or issuers of the Reference Assets, including whether to exercise certain remedies, will be controlled by the swap counterparties.
Total rate of return swaps and similar derivatives are subject to many risks, including the possibility that the market will move in a manner
or direction that would have resulted in gain for the Fund had the swap or other derivative not been utilized (in which case it would have been better had the Fund not engaged in the interest rate hedging transactions), the risk of imperfect
correlation between the risk sought to be hedged and the derivative transactions utilized, the possible inability of the counterparty to fulfill its obligations under the swap and potential illiquidity of the hedging instrument utilized, which may
make it difficult for the Fund to close out or unwind one or more hedging transactions.
Total rate of return swaps and related
derivatives present certain legal, tax and market uncertainties that present risks in entering into such arrangements. There is currently little or no case law or litigation characterizing total rate of return swaps or related derivatives,
interpreting their provisions, or characterizing their tax treatment.
If the Fund writes (sells) a credit default swap or credit default
index swap, then the Fund will, during the term of the swap agreement, designate on its books and records in connection with such transaction liquid assets or cash with a value at least equal to the full notional amount of the contract.
Regulation of Certain Options, Currency Transactions and Other Derivative Transactions as Swaps or Security-Based
Swaps. The Dodd-Frank Act includes provisions that comprehensively regulate the OTC (i.e., not exchange-traded) derivatives markets for the first time. This regulation requires that certain of the options, currency
transactions and other derivative transactions entered into by the Fund be regulated as swaps by the Commodity Futures Trading Commission or as security-based swaps by the Securities and Exchange Commission.
The Dodd-Frank Act generally requires swaps and security-based swaps to be submitted for clearing to regulated clearing organizations (the
so-called clearing mandate), unless an exemption from clearing applies. Swaps and security-based swaps that are submitted for clearing will be subject to minimum initial and variation margin requirements set by the relevant clearing
organization, as well as possible Commodity Futures Trading Commission- or Securities and Exchange Commission-mandated margin requirements. Accordingly, dealers of swaps and security-based swaps (usually large commercial banks or other financial
institutions) as well as other market participants will be required to post margin to the clearing organizations through which their swaps and/or security-based swaps are cleared. The Commodity Futures Trading Commission, Securities and Exchange
Commission and other U.S. regulators also are required to impose margin requirements on uncleared swap and uncleared security-based swap transactions. These changes with respect to clearing and margin likely will increase a dealers costs, and
those increased costs are expected to be passed through, at least partially, to market participants, including any Fund that uses swaps or security-based swaps.
The Dodd-Frank Act also requires many swaps and security-based swaps that are currently executed on a bilateral basis in the OTC market to be
executed through a regulated securities, futures, or swap exchange or execution facility if those transactions are subject to the clearing mandate. Once such requirements become effective, it may be more difficult and costly for the Funds to
continue to enter into customized swap or security-based swap transactions on a bilateral basis.
In addition, dealers and major
participants in the OTC market are required to register with the Commodity Futures Trading Commission and/or the Securities and Exchange Commission. Registered dealers and major participants are subject to minimum capital and margin requirements,
business conduct standards, disclosure requirements, reporting and recordkeeping requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements may increase the overall costs for dealers and
major participants in the OTC market, and such increased costs are likely to be passed through, at least partially, to market participants, including any Fund that utilizes these instruments.
13
The cumulative effects of the Dodd-Frank Act on swap and security-based swap transactions and on
participants in the derivatives market remain uncertain.
Limitations on the Purchase and Sale of Futures Contracts and Options on
Futures Contracts. 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, yield enhancement and risk management purposes, in each case in accordance with the rules and regulations of the CFTC. CFTC Rule 4.5, upon which the Fund relies to avoid having its adviser register with
the Commodity Futures Trading Commission as a commodity pool operator, imposes certain commodity interest trading restrictions on the Fund. 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 Funds assets committed to margin and option premiums and (ii) non-bona fide
hedging transactions, provided that the Fund 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 Funds existing futures or swaps positions and
option or swaption premiums would exceed 5% of the market value of the Funds liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions, or (b) the aggregate net notional value of the
Funds commodity interest transactions would not exceed 100% of the market value of the Funds liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions. In addition to meeting one of
the foregoing trading limitations, the Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets. If the Investment Adviser were required to register as a commodity pool operator
with respect to the Fund, compliance with additional registration and regulatory requirements would increase Fund expenses. Other potentially adverse regulatory initiatives could also develop.
Commodities-Linked Equity Derivative Instrument Risk. The Fund may invest in structured notes that are linked to
one or more underlying commodities. Such structured notes provide exposure to the investment returns of physical commodities without actually investing directly in physical commodities. Such structured notes in which the Fund expects to invest are
hybrid instruments that have substantial risks, including risk of loss of all or a significant portion of their principal value. Because the payouts on these notes are linked to the price change of the underlying commodities, these investments are
subject to market risks that relate to the movement of prices in the commodities markets. They may also be subject to additional special risks that do not affect traditional equity and debt securities that may be greater than or in addition to the
risks of derivatives in general, including risk of loss of interest, risk of loss of principal, lack of liquidity and risk of greater volatility.
Risk of Loss of Interest. If payment of interest on a structured note or other hybrid instrument is linked to
the value of a particular commodity, futures contract, index or other economic variable, the Fund might not receive all (or a portion) of the interest due on its investment if there is a loss in value of the underlying instrument.
Risk of Loss of Principal. To the extent that the amount of the principal to be repaid upon maturity is linked
to the value of a particular commodity, futures contract, index or other economic variable, the Fund might not receive all or a portion of the principal at maturity of the investment. At any time, the risk of loss associated with a particular
instrument in the Funds portfolio may be significantly higher than 50% of the value of the investment.
Lack of Secondary
Market. A liquid secondary market may not exist for the specially created hybrid instruments the Fund buys, which may make it difficult for the Fund to sell them at an acceptable price or accurately value them.
Risk of Greater Volatility. The value of the commodities-linked equity derivative investments the Fund buys may
fluctuate significantly because the values of the underlying investments to which they are linked are themselves extremely volatile. Additionally, economic leverage will increase the volatility of these hybrid instruments, as they may increase or
decrease in value more quickly than the underlying commodity index, futures contract or other economic variable.
The Investment
Adviser is Not Registered as a Commodity Pool Operator. The Investment Adviser has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act.
14
Risks of Currency Transactions. Currency transactions are also
subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments
can be adversely affected by government exchange controls, limitations or restrictions on repatriation of currency, and manipulation, or exchange restrictions imposed by governments. These forms of governmental action can result in losses to the
Fund if it is unable to deliver or receive currency or monies in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure and incurring transaction costs.
Repurchase Agreements. The Fund may enter into repurchase agreements. A repurchase agreement is an instrument
under which the purchaser (i.e., the Fund) acquires a debt security and the seller agrees, at the time of the sale, to repurchase the obligation at a mutually agreed upon time and price, thereby determining the yield during the purchasers
holding period. This results in a fixed rate of return insulated from market fluctuations during such period. The underlying securities are ordinarily U.S. Treasury or other government obligations or high quality money market instruments. The
Fund will require that the value of such underlying securities, together with any other collateral held by the Fund, always equals or exceeds the amount of the repurchase obligations of the counter party. The Funds risk is primarily that, if
the seller defaults, the proceeds from the disposition of the underlying securities and other collateral for the sellers obligation are less than the repurchase price. If the seller becomes insolvent, the Fund might be delayed in or prevented
from selling the collateral. In the event of a default or bankruptcy by a seller, the Fund will promptly seek to liquidate the collateral. To the extent that the proceeds from any sale of such collateral upon a default in the obligation to
repurchase are less than the repurchase price, the Fund will experience a loss.
The Investment Adviser, acting under the supervision of
the Board of Trustees of the Fund, reviews the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate these risks and monitors on an ongoing basis the value of the securities subject to
repurchase agreements to ensure that the value is maintained at the required level. The Fund will not enter into repurchase agreements with the Investment Adviser or any of its affiliates.
If the financial institution which is a party to the repurchase agreement petitions for bankruptcy or becomes subject to the United States
Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on the Funds ability to sell the collateral and the Fund would suffer a loss.
Loans of Portfolio Securities. Consistent with applicable regulatory requirements and the Funds investment
restrictions, the Fund may lend its portfolio securities to securities broker-dealers or financial institutions, provided that such loans are callable at any time by the Fund (subject to notice provisions described below), and are at all times
collateralized by cash or cash equivalents which are maintained at all times in an amount equal to at least 100% of the market value, determined daily, of the loaned securities. The advantage of such loans is that the Fund continues to receive the
income on the loaned securities while at the same time earning interest on the cash amounts deposited as collateral, which will be invested in short term highly liquid obligations. The Fund will not lend its portfolio securities if such loans are
not permitted by the laws or regulations of any state in which its shares are qualified for sale. The Funds loans of portfolio securities will be collateralized in accordance with applicable regulatory requirements, which means that cash
equivalents accepted as collateral will be limited to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities or irrevocable letters of credit issued by a bank (other than the Funds bank lending agent,
if any, or a borrower of the Funds portfolio securities or any affiliate of such bank or borrower) which qualifies as a custodian bank for an investment company under the 1940 Act, and no loan will cause the value of all loaned securities to
exceed 20% of the value of the Funds total assets. The Funds ability to lend portfolio securities may be limited by rating agency guidelines (if any).
A loan may generally be terminated by the borrower on one business days notice, or by the Fund at any time thereby requiring the
borrower to redeliver the borrowed securities within the normal and customary settlement time for securities transactions. If the borrower fails to deliver the loaned securities within the normal and customary settlement time for securities
transactions, the Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over the value of the collateral pledged by the borrower. As with any extensions of credit, there are
risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower of the securities violate the terms of the loan or fail financially. However, these loans of portfolio securities will only be made to firms
deemed by the Investment Adviser to be creditworthy and when the income which can be earned from such loans justifies the attendant risks. The Board will oversee the creditworthiness of the contracting parties on an ongoing basis. Upon termination
of the loan, the borrower is required to return the securities to the Fund. Any gain or loss in the market price during the loan period would inure to the Fund.
The risks associated with loans of portfolio securities are substantially similar to those associated with repurchase agreements. Thus, if the
counterparty to the loan petitions for bankruptcy or becomes subject to the United States Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on the Funds
ability to sell the collateral and the Fund would suffer a loss. Moreover, because the Fund will reinvest any cash collateral it receives, as described above, the Fund is subject to the risk that the value of the investments it makes will decline
and result in losses to the Fund. These losses, in extreme circumstances such as the 2007-2009 financial crisis, could be substantial and have a significant adverse impact on the Fund and its shareholders.
When voting or consent rights which accompany loaned securities pass to the borrower, the Fund will follow the policy of calling the loaned
securities, to be delivered within one day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the Funds investment in such loaned securities. The Fund will pay reasonable finders,
administrative and custodial fees in connection with a loan of its securities, and may also pay fees to one or more securities lending agents and/or pay other fees or rebates to borrowers.
15
When Issued, Delayed Delivery Securities and Forward
Commitments. The Fund may enter into forward commitments for the purchase or sale of securities, including on a when issued or delayed delivery basis, in excess of customary settlement periods for
the type of security involved. In some cases, a forward commitment may be conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (i.e., a when, as and if
issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the commitment. While it will only enter
into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable by the Investment Adviser.
Securities purchased under a forward commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior to
the settlement date.
INVESTMENT RESTRICTIONS
The Fund operates under the following restrictions that constitute fundamental policies under the 1940 Act and that, except as otherwise
noted, cannot be changed without the affirmative vote of the holders of a majority of the outstanding voting securities of the Fund voting together as a single class (which for this purpose and under the 1940 Act means the lesser of (i) 67% of the
shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares). In addition, pursuant to the Statements of Preferences, the affirmative vote of the holders of a
majority of the outstanding preferred shares of the Fund voting as a separate class (which for this purpose and under the 1940 Act means the lesser of (i) 67% of the preferred shares, as a single class, represented at a meeting at which more than
50% of the Funds outstanding preferred shares are represented or (ii) more than 50% of the outstanding preferred shares), is also required to change a fundamental policy. Except as otherwise noted, all percentage limitations set forth below
apply immediately after a purchase or initial investment and any subsequent change in any applicable percentage resulting from market fluctuations does not require any action.
(1) other than with respect to its concentrations in Gold Companies and Natural Resources Companies, invest more
than 25% of its total assets, taken at market value at the time of each investment, in the securities of issuers in any particular industry. This restriction does not apply to investments in U.S. government securities and investments in the
gold industry and the natural resources industries;
(2) purchase commodities or commodity contracts if such
purchase would result in regulation of the Fund as a commodity pool operator;
(3) purchase or sell real
estate, provided the Fund may invest in securities and other instruments secured by real estate or interests therein or issued by companies that invest in real estate or interests therein;
(4) make loans of money or other property, except that (i) the Fund may acquire debt obligations of any type
(including through extensions of credit), enter into repurchase agreements and lend portfolio assets and (ii) the Fund may, up to 20% of the Funds total assets, lend money or other property to other investment companies advised by the
Investment Adviser pursuant to a common lending program to the extent permitted by applicable law;
(5) borrow money, except to
the extent permitted by applicable law;
16
(6) issue senior securities, except to the extent permitted by applicable law; or
(7) underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under
applicable law in selling portfolio securities; provided, however, this restriction shall not apply to securities of any investment company organized by the Fund that are to be distributed pro rata as a dividend to its shareholders.
In addition, the Funds investment objectives and its policies of investing at least 25% of its assets in normal circumstances in Gold
Companies and in Natural Resource Companies are fundamental policies. Unless specifically stated as such, no policy of the Fund is fundamental and each policy may be changed by the Board of Trustees without shareholder approval. The percentage and
ratings limitations stated herein and in the Prospectus apply only at the time of investment and are not considered violated as a result of subsequent changes to the value, or downgrades to the ratings, of the Funds portfolio investments.
The Fund interprets investment restriction (1), above, to mean that the Fund will not concentrate its investments in a particular industry, as
that term is used in the 1940 Act, except that the Fund will concentrate its investments in (a) companies principally engaged in the natural resources industries (defined in the Prospectus as Natural Resources Companies) and (b)
companies principally engaged in the gold industry (defined in the Prospectus as Gold Companies). The SEC staff currently takes the position that investment of 25% or more of a funds total assets in one or more issuers conducting
their principal activities in the same industry or group of industries constitutes concentration; this position forms the basis for the Funds fundamental policies of investment of at least 25% of its assets in normal circumstances in Natural
Resources Companies and in Gold Companies. The Fund also interprets investment restriction (1) to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; tax-exempt securities of
state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations.
With respect to investment restriction (5), the 1940 Act permits the Fund to borrow money in amounts of up to
one-third of the Funds total assets from banks for any purpose, and to borrow up to 5% of the Funds total assets from banks or other lenders for temporary purposes. The Funds total assets
include the amounts being borrowed. To limit the risks attendant to borrowing, the 1940 Act requires the Fund to maintain at all times an asset coverage of at least 300% of the amount of its borrowings. Asset coverage means the ratio
that the value of the Funds total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as leveraging.
Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage and thus are subject to the 1940 Act restrictions. In accordance with SEC staff guidance and interpretations,
when the Fund engages in certain such transactions, other than reverse repurchase agreements, the Fund, instead of maintaining asset coverage of at least 300%, may segregate or earmark liquid assets, or enter into an offsetting position, in an
amount at least equal to the Funds exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the SEC). From the outset of
the transaction, in accordance with 1940 Act Release 10666, Securities Trading Practices of Registered Investment Companies (April 18, 1979), for reverse repurchase agreements, the Fund will segregate the full amount of the Funds
actual or potential cash payment obligations that the Fund will owe at settlement. The investment restriction in (5) above will be interpreted to permit the Fund to (a) engage in trading practices and investments that may be considered to
be borrowing or to involve leverage to the extent permitted by the 1940 Act, (b) segregate or earmark liquid assets or enter into offsetting positions in accordance with SEC staff guidance and interpretations, (c) engage in securities
lending in accordance with SEC staff guidance and interpretations and (d) settle securities transactions within the ordinary settlement cycle for such transactions. Practices and investments that may involve leverage but are not considered to
be borrowings are not subject to the policy.
With respect to investment restriction (6), under the 1940 Act, the Fund may issue senior
securities (which may be stock, such as preferred shares, and/or securities representing debt, such as notes) only if immediately after such issuance the value of the Funds total assets, less certain ordinary course liabilities, exceeds 300%
of the amount of the debt outstanding and exceeds 200% of the amount of preferred shares (measured by liquidation value) and debt outstanding, which is referred to as the asset coverage required by the 1940 Act. The 1940 Act also
generally restricts the Fund from declaring cash distributions on, or repurchasing, common or preferred shares unless outstanding debt securities have an asset coverage of 300% (200% in the case of declaring distributions on preferred shares), or
from declaring cash distributions on, or repurchasing, common shares unless preferred shares have an asset coverage of 200% (in each case, after giving effect to such distribution or repurchase).
17
MANAGEMENT OF THE FUND
Trustees and Officers
Overall
responsibility for management and supervision of the Fund rests with its Board of Trustees. The Board of Trustees approves all significant agreements between the Fund and the companies that furnish the Fund with services, including agreements with
the Investment Adviser, the Funds custodian and the Funds transfer agent. The day to day operations of the Fund are delegated to the Investment Adviser.
The names and business addresses of the Trustees and principal officers of the Fund are set forth in the following table, together with their
positions and their principal occupations during the past five years and, in the case of the Trustees, their other directorships during the past five years with certain other organizations and companies.
|
|
|
|
|
|
|
|
|
|
|
Name (and Age), Position with
the Fund and Business
Address1
|
|
Term of Office
and Length of
Time Served2
|
|
Principal Occupation(s)
During Past Five Years
|
|
Other
Directorships
Held by
Trustee During Past Five Years
|
|
Number of
Portfolios
in Fund Complex3
Overseen by
Trustee
|
|
|
|
|
|
|
Independent Trustees4
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony S. Colavita5,6
Trustee
Age:
57
|
|
Since May 2018***
|
|
Attorney, Anthony S. Colavita, P.C.
|
|
None
|
|
|
20
|
|
|
|
|
|
|
James P. Conn6
Trustee
Age: 81
|
|
Since 2005**
|
|
Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings, Ltd. (1992-1998)
|
|
None
|
|
|
26
|
|
|
|
|
|
|
Vincent D. Enright
Trustee
Age: 75
|
|
Since 2005*
|
|
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)
|
|
|
17
|
|
|
|
|
|
|
Frank J. Fahrenkopf, Jr.5
Trustee
Age:
79
|
|
Since 2005***
|
|
Co-Chairman of the Commission on Presidential Debates; Former President and Chief Executive Officer of the American Gaming Association (1995-2013); Former Chairman of the Republican
National Committee (1983-1989)
|
|
Director of First Republic Bank (banking); Director of Eldorado Resorts, Inc. (casino entertainment company)
|
|
|
12
|
|
|
|
|
|
|
Michael J. Melarkey
Trustee
Age:
69
|
|
Since 2005*
|
|
Of Counsel in the law firm of McDonald Carano Wilson LLP; Partner in the law firm of Avansino, Melarkey, Knobel, Mulligan & McKenzie (1980-2015)
|
|
Chairman of Southwest Gas Corporation (natural gas utility)
|
|
|
23
|
|
|
|
|
|
|
Salvatore M. Salibello
Trustee
Age: 73
|
|
Since 2005**
|
|
Senior Partner of Bright Side Consulting (consulting); Certified Public Accountant and Former Managing Partner of the certified public accounting firm of Salibello & Broder LLP (1978-2012); Partner of BDO Seidman, LLP
(2012-2013)
|
|
Director of Nine West, Inc. (consumer products) (2002-2014)
|
|
|
6
|
|
|
|
|
|
|
Anthonie C. van Ekris5
Trustee
Age:
84
|
|
Since 2005**
|
|
Chairman and Chief Executive Officer of BALMAC International, Inc. (global import/export company)
|
|
None
|
|
|
23
|
|
|
|
|
|
|
Salvatore J. Zizza5,7
Trustee
Age:
73
|
|
Since 2005***
|
|
President of Zizza & Associates Corp. (private holding company); President of Bergen Cove Realty Inc.; Chairman of Harbor Diversified, Inc. (pharmaceuticals) (2009-2018); Chairman of BAM (semiconductor and aerospace
manufacturing) (2000-2018); 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) (2009-2018)
|
|
|
32
|
|
18
|
|
|
|
|
Name (and Age), Position with the
Fund and Business Address1
|
|
Term of Office and
Length of Time
Served8
|
|
Principal Occupation(s)
During Past Five Years
|
|
|
|
Officers
|
|
|
|
|
|
|
|
Bruce N. Alpert
President
Age: 67
|
|
Since 2005
|
|
Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies within the Gabelli/GAMCO Fund Complex; Senior Vice President of GAMCO Investors, Inc. since
2008
|
|
|
|
John C. Ball
Treasurer and Principal
Financial and Accounting Officer
Age: 43
|
|
Since 2017
|
|
Treasurer of funds within the Gabelli/GAMCO Fund Complex since 2017; Vice President and Assistant Treasurer of AMG Funds, 2014-2017; Vice President of State Street Corporation, 2007-2014
|
|
|
|
Agnes Mullady
Vice President
Age: 60
|
|
Since 2006
|
|
Officer of registered investment companies within the Gabelli/GAMCO Fund Complex since 2006; President and Chief Operating Officer of the Fund Division of Gabelli Funds, LLC since 2015; Chief Executive Officer of G.distributors, LLC
since 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Executive Vice President of Associated Capital Group, Inc. since November 2016
|
|
|
|
Andrea R. Mango
Secretary
Age: 47
|
|
Since 2013
|
|
Vice President of GAMCO Investors, Inc. since 2016; Counsel of Gabelli Funds, LLC since 2013; Secretary of all registered investment companies within the Gabelli/GAMCO Fund Complex since 2013; Vice President of closed-end funds
within the Gabelli/GAMCO Fund Complex since 2014
|
|
|
|
Richard Walz
Chief Compliance Officer
Age: 60
|
|
Since 2013
|
|
Chief Compliance Officer of the registered investment companies within the Gabelli/GAMCO Fund Complex since 2013
|
|
|
|
Carter W. Austin
Vice President
Age: 52
|
|
Since 2005
|
|
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1996-2015) of Gabelli Funds, LLC
|
|
|
|
Molly A.F. Marion
Vice President and Ombudsman
Age: 65
|
|
Since 2005
|
|
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Vice President of GAMCO Investors, Inc. since 2012
|
|
|
|
Laurissa M. Martire
Vice President and Ombudsman
Age: 42
|
|
Since 2010
|
|
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since January 2019) and other positions (2003-2019) of GAMCO Investors, Inc.
|
|
|
|
David I. Schachter
Vice President
Age: 65
|
|
Since 2012
|
|
Vice President and/or Ombudsman of closed-end funds within the Gabelli/GAMCO Fund Complex; Senior Vice President (since 2015) and Vice President (1999-2015) of G.research, LLC
|
(1)
|
Address: One Corporate Center, Rye, NY 10580-1422.
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(2)
|
The Funds 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.
|
(3)
|
The Fund Complex or the Gabelli/GAMCO Fund Complex includes all the U.S. registered
investment companies that are considered part of the same fund complex as the Fund because they have common or affiliated investment advisers.
|
(4)
|
Trustees who are not considered to be interested persons of the Fund as defined in the 1940 Act are
considered to be Independent Trustees. None of the Independent Trustees (with the possible exception as described below), nor their family members had any interest in the Investment Adviser or any person (other than the registered funds
advised by the Investment Adviser and its affiliates) directly or indirectly controlling, controlled by, or under common control with the Investment Adviser as of December 31, 2018.
|
19
(5)
|
Mr. Colavitas father, Anthony J. Colavita, and Mr. Fahrenkopfs daughter, Leslie F. Foley, serve as
directors of other funds in the Gabelli/GAMCO Fund Complex. Mr. van Ekris is an independent director of Gabelli International Ltd., Gabelli Fund, LDC, GAMA Capital Opportunities Master, Ltd., and GAMCO International SICAV, and Mr. Zizza is an
independent director of Gabelli International Ltd., all of which may be deemed to be controlled by Mario J. Gabelli and/or affiliates and in that event would be deemed to be under common control with the Investment Adviser.
|
(6)
|
Trustee elected solely by holders of the Funds Preferred Shares.
|
(7)
|
On September 9, 2015, Mr. Zizza entered into a settlement with the SEC to resolve an inquiry relating to
an alleged violation regarding the making of false statements or omissions to the accountants of a company concerning a related party transaction. The company in question is not an affiliate of, nor has any connection to, the Funds. Under the terms
of the settlement, Mr. Zizza, without admitting or denying the SECs findings and allegation, paid $150,000 and agreed to cease and desist committing or causing any future violations of Rule 13b2-2 of the Securities Exchange Act of 1934, as
amended (the 1934 Act).
|
(8)
|
Includes time served in prior officer positions with the Fund. Each officer will hold office of an indefinite
term until the date he or she resigns or retiers or until his or her successor is elected and qualifies.
|
*
|
Term continues until the Funds 2022 Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
|
**
|
Term continues until the Funds 2021 Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
|
***
|
Term continues until the Funds 2020 Annual Meeting of Shareholders and until their successors are duly
elected and qualified.
|
The Fund has adopted specific Trustee qualification requirements that can be found in the
Funds governing documents and are applicable to all individuals who may be nominated, elected, appointed, qualified or seated to serve as Trustees. The qualification requirements include: (i) age limits (at least 21 years of age and such
maximum age as the Trustees may in the future determine); (ii) prohibitions regarding any legal disability; (iii) limits on service on other boards; (iv) restrictions on relationships with investment advisers other than the
Funds adviser; and (v) character and fitness requirements. Additionally, each Independent Trustee must not be an interested person of the Fund as defined under Section 2(a)(19) of the 1940 Act and may not be or have
certain relationships with a shareholder beneficially owning five percent or more of the Funds outstanding shares or specified levels of interest in registered investment companies. The Funds By-Laws also provide that a majority of the
Trustees then in office may determine by resolution that a failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the candidate to discharge the duties of a Trustee or the free flow of
information among Trustees or between the Funds adviser and the Board. Reference is made to the Funds governing documents for more details.
The Board of Trustees believes that each Trustees experience, qualifications, attributes or skills on an individual basis and in
combination with those of other Trustees lead to the conclusion that each Trustee should serve in such capacity. Among the attributes or skills common to all Trustees are their ability to review critically and to evaluate, question, and discuss
information provided to them, to interact effectively with the other Trustees, the Investment Adviser, the sub-administrator, other service providers, counsel and the Funds independent registered public
accounting firm, and to exercise effective and independent business judgment in
20
the performance of their duties as Trustees. Each Trustees ability to perform his duties effectively has been attained in large part through the Trustees business, consulting or
public service positions and through experience from service as a member of the Board of Trustees and one or more of the other funds in the Fund Complex, public companies, non-profit entities or other organizations as set forth above and below.
Each Trustees ability to perform his duties effectively also has been enhanced by education, professional training, and other experience.
Anthony S. Colavita, Esq. Mr. Colavita has been a practicing attorney with Anthony S. Colavita, P.C. since
February 1988. He is the Chairman of the Funds Nominating Committee. Mr. Colavita serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he sits. He has been Town Supervisor of the
Town of Eastchester, New York since January 2004, with responsibilities for the review, adoption, and administration of a $35 million budget. He has also served as a board member for multiple not-for-profit corporations and was previously counsel to the New York State Senate. Additionally, Mr. Colavita was an Eastchester Town Councilman from 1998 to 2003. He has been active on the boards of
several community based programs. Mr. Colavita received his Bachelor of Arts from Colgate University and his Juris Doctor from Pace University School of Law.
James P. Conn. Mr. Conn is the Lead Independent Trustee of the Fund, and a member of the Funds ad
hoc Proxy Voting and ad hoc Pricing Committees. He serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he sits. He was a senior business executive of Transamerica Corp., an
insurance holding company, for much of his career including service as Chief Investment Officer. Mr. Conn has been a director of several public companies in banking and other industries, and was lead director and/or chair of various committees.
Mr. Conn received his Bachelors degree in Business Administration from Santa Clara University.
Vincent D.
Enright. Mr. Enright is Chairman of the Funds Audit and ad hoc Proxy Voting Committees, and a member of both multi-fund ad hoc Compensation Committees. He has been designated as the Funds Audit
Committee Financial Expert. He serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he sits. Mr. Enright was a senior executive and Chief Financial Officer of KeySpan
Corp., an energy public utility, for four years. Mr. Enright is a former director of a therapeutics and diagnostics company and served as Chairman of its Compensation Committee and as a member of its Audit Committee. He is a former director of
a pharmaceutical company and a diversified manifacturing company. Mr. Enright received his Bachelors degree from Fordham University and completed the Advanced Management Program at Harvard University.
Frank J. Fahrenkopf, Jr. Mr. Fahrenkopf is the Co-Chairman of the Commission on Presidential Debates,
which is responsible for the widely viewed Presidential debates during the quadrennial election cycle. He also served as Chairman of the Republican National Committee for six years during Ronald Reagans presidency. Additionally, he serves as a
board member of the International Republican Institute, which he founded in 1984. He is a member of the Funds Audit Committee and serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he
sits. Mr. Fahrenkopf is the former President and Chief Executive Officer of the American Gaming Association (AGA), the trade group for the hotel-casino industry. He served for many years as Chairman of the Pacific Democrat Union and Vice
Chairman of the International Democrat Union, a worldwide association of political parties from the United States, Great Britain, France, Germany, Canada, Japan, Australia, and twenty other nations. Prior to becoming the AGAs first chief
executive in 1995, Mr. Fahrenkopf was a partner in the law firm of Hogan & Hartson, where he chaired the International Trade Practice Group and specialized in regulatory, legislative, and corporate matters for multinational, foreign,
and domestic clients. Mr. Fahrenkopf is the former Chairman of the Finance Committee of the Culinary Institute of America and remains a member of the board. For over 30 years, Mr. Fahrenkopf has served on the Board of First Republic Bank and as
Chairman of the Corporate Governance
21
and Nominating Committee and as a member of the Audit Committee. He also serves as a member of the Board of Eldorado Resorts, Inc., which owns and operates 19 casinos in 10 states.
Mr. Fahrenkopf received his Bachelors degree from the University of Nevada, Reno and his Juris Doctor from Boalt Hall School of Law, U.C. Berkeley.
Michael J. Melarkey, Esq. Mr. Melarkey, after more than forty years of experience as an attorney specializing in business, estate
planning, and gaming regulatory work, recently retired from the active practice of law, and is of counsel to the firm of McDonald Carano Wilson in Reno, Nevada. He is a member of the Funds Nominating and ad hoc Pricing Committees, and
one of the multi-fund ad hoc Compensation Committees. He serves on comparable or other board committees with respect to other funds in the Fund Complex on whose boards he sits. He is Chairman of the Board of Southwest Gas Corporation and
serves on its Nominating, Corporate Governance, and Compensation Committees. Mr. Melarkey acts as a trustee and officer for several private charitable organizations including as a trustee of The Bretzlaff Foundation and Edwin L. Wiegand Trust. He is
an officer of a private oil and gas company. Mr. Melarkey received his Bachelors degree from the University of Nevada, Reno, Juris Doctor from the University of San Francisco School of Law, and Masters of Law in Taxation from New York
University School of Law.
Salvatore M. Salibello, CPA. Mr. Salibello is a Senior Partner of Bright Side
Consulting and the former Managing Partner of a certified independent registered public accounting firm, Salibello & Broder, with over forty years of experience in public accounting. He serves on the boards of other funds in the
Gabelli/GAMCO Fund Complex. He is a former director of Nine West, Inc., a group of companies in the ladies footwear and accessories business, and served as Chairman of its Audit Committee. Mr. Salibello received his Bachelors degree in
Accounting from St. Francis College and M.B.A. in Finance from Long Island University.
Anthonie C. van Ekris. Mr. van Ekris has
been the Chairman and Chief Executive Officer BALMAC International, Inc., a global import/export, company for over twenty years. He serves on the boards of other funds in the Gabelli/GAMCO Fund Complex and as a director and Chairman of the
GAMCO International SICAV. Mr. van Ekris has over fifty-five years of experience as Chairman and/or Chief Executive Officer of public and private companies involved in international trading or commodity trading, and served in both of these
capacities for nearly twenty years for a large public jewelry chain. Mr. van Ekris is a former director of an oil and gas operations company. He served on the boards of a number of public companies and for more than ten years on the Advisory Board
of the Salvation Army of Greater New York.
Salvatore J. Zizza. Mr. Zizza is the President of Zizza & Associates Corp., a
private holding company that invests in various industries. He also serves or has served as Chairman to other companies involved in manufacturing, recycling, real estate, technology, and pharmaceuticals. He is a member of the Funds
Audit, Nominating, and ad hoc Pricing Committees, and a member of both multi-fund ad hoc Compensation Committees. Mr. Zizza serves on comparable or other board committees with respect to other funds in the Fund Complex on whose
boards he sits. In addition to serving on the boards of other funds in the Fund Complex, Mr. Zizza is currently and has previously been a director of other public companies. He was also the President, Chief Executive Officer, and Chief Financial
Officer of a large NYSE-listed construction company. Mr. Zizza received his Bachelors degree and M.B.A. in Finance from St. Johns University, which awarded him an Honorary Doctorate in Commercial Sciences.
TrusteesLeadership Structure and Oversight Responsibilities
Overall responsibility for general oversight of the Fund rests with the Board of Trustees. The Board of Trustees does not have a Chairman. The
Board of Trustees has appointed Mr. Conn as the Lead Independent Trustee. The Lead Independent Trustee presides over executive sessions of the Trustees and also serves between meetings of the Board of Trustees as a liaison with service
providers, officers, counsel and other Trustees on a wide variety of matters including scheduling agenda items for Board meetings. Designation as such does not impose on the Lead Independent Trustee any obligations or standards greater than or
different from other Trustees. The Board of Trustees has established a Nominating Committee and an Audit Committee to assist the Board of Trustees in the oversight of the management and affairs of the Fund. The Board of Trustees also has an ad
hoc Proxy Voting Committee that exercises beneficial ownership responsibilities on behalf of the Fund in selected situations. From
22
time to time, the Board of Trustees establishes additional committees or informal working groups, such as an ad hoc Pricing Committee related to securities offerings by the Fund, to
address specific matters or assigns one of its members to work with trustees or directors of other funds in the Fund Complex on special committees or working groups that address fund complex-wide matters, such as the multi-fund ad hoc
Compensation Committee relating to the compensation of the Chief Compliance Officer for all the funds in the Fund Complex and a separate multi-fund ad hoc Compensation Committee relating to the compensation of certain other officers of
the closed-end funds in the Fund Complex.
All of the Funds Trustees are Independent Trustees, and the Board of Trustees believes it
is able to provide effective oversight of the Funds service providers. In addition to providing feedback and direction during Board meetings, the Independent Trustees meet regularly in executive session and chair all committees of the Board of
Trustees.
The Funds operations entail a variety of risks, including investment, administration, valuation and a range of compliance
matters. Although the Investment Adviser, the sub-administrator and the officers of the Fund are responsible for managing these risks on a day to day basis within the framework of their established risk
management functions, the Board of Trustees also addresses risk management of the Fund through its meetings and those of the committees and working groups. As part of its general oversight, the Board of Trustees reviews with the Investment Adviser
at Board meetings the levels and types of risks, including options risk, being undertaken by the Fund, and the Audit Committee discusses the Funds risk management and controls with the independent registered public accounting firm engaged by
the Fund. The Board of Trustees reviews valuation policies and procedures and the valuations of specific illiquid securities. The Board of Trustees also receives periodic reports from the Funds Chief Compliance Officer regarding compliance
matters relating to the Fund and its major service providers, including results of the implementation and testing of the Funds and such providers compliance programs. The Board of Trustees oversight function is facilitated by
management reporting processes designed to provide visibility to the Board of Trustees regarding the identification, assessment, and management of critical risks and the controls and policies and procedures used to mitigate those risks. The Board of
Trustees reviews its role in supervising the Funds risk management from time to time and may make changes at its discretion at any time.
The Board of Trustees has determined that its leadership structure is appropriate for the Fund because it enables the Board of Trustees to
exercise informed and independent judgment over matters under its purview, allocates responsibility among committees in a manner that fosters effective oversight and allows the Board of Trustees to devote appropriate resources to specific issues in
a flexible manner as they arise. The Board of Trustees periodically reviews its leadership structure as well as its overall structure, composition and functioning and may make changes at its discretion at any time.
Board Committees
The Trustees serving on
the Funds Nominating Committee are Anthony S. Colavita (Chair), Michael J. Melarkey and Salvatore J. Zizza. The Nominating Committee is responsible for recommending qualified candidates to the Board of Trustees in the event that a position is
vacated or created. The Nominating Committee would consider recommendations by shareholders if a vacancy were to exist. Such recommendations should be forwarded to the Secretary of the Fund.
Vincent D. Enright (Chair), Frank J. Fahrenkopf, Jr. and Salvatore J. Zizza, who are not interested persons of the Fund as
defined in the 1940 Act, serve on the Funds Audit Committee. The Audit Committee is generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as
appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the Board of Trustees and the Funds
independent registered public accounting firm.
The Trustees serving on the Funds ad hoc Proxy Voting Committee are James P.
Conn and Vincent D. Enright (Chair). If so determined by the Board of Trustees, the Proxy Voting Committee is authorized to exercise voting power and/or dispositive power over specific securities held in the Funds portfolio for such period as
the Board of Trustees may determine.
23
For the fiscal year ended December 31, 2018, the Board of Trustees held one Nominating Committee
meeting and two Audit Committee meetings. The ad hoc Proxy Voting Committee did not meet during the fiscal year ended December 31, 2018.
The Fund does not have a standing compensation committee, but does have representatives on a multi-fund ad hoc Compensation Committee
relating to compensation of the Chief Compliance Officer for the funds and certain officers of the closed-end funds in the Fund Complex.
Beneficial Ownership of Shares Held in the Fund and the Family of Investment Companies for each Trustee
Set forth in the table below is the dollar range of equity securities in the Fund beneficially owned by each Trustee and the aggregate dollar
range of equity securities in the Fund Complex beneficially owned by each Trustee.
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of
Equity
Securities Held in the
Fund(1)
|
|
Aggregate Dollar Range
of Equity Securities
Held in the Family
of
Investment Companies(1)(2)
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
Anthony S. Colavita
|
|
none
|
|
$50,001-$100,000
|
|
|
|
James P. Conn
|
|
$10,001-$50,000
|
|
over $100,000
|
|
|
|
Vincent D. Enright
|
|
none
|
|
over $100,000
|
|
|
|
Frank J. Fahrenkopf, Jr.
|
|
none
|
|
$10,001-$50,000
|
|
|
|
Michael J. Melarkey
|
|
none
|
|
over $100,000
|
|
|
|
Salvatore M. Salibello
|
|
none
|
|
over $100,000
|
|
|
|
Anthonie C. van Ekris
|
|
$1-$10,000
|
|
over $100,000
|
|
|
|
Salvatore J. Zizza
|
|
none
|
|
over $100,000
|
(1)
|
This information has been furnished by each Trustee as of December 31, 2018. Beneficial
Ownership is determined in accordance with Rule 16a-1(a)(2) of the 1934 Act.
|
(2)
|
The term Family of Investment Companies includes two or more, registered funds that share the same
investment adviser or principal underwriter and hold themselves out to investors, as related companies for purposes of investment and investor services. Currently the registered funds that comprise the Fund Complex are identical to those
that comprise the Family of Investment Companies.
|
As of December 31, 2018, the Trustees and officers
of the Fund as a group owned less than 1% of the outstanding common shares or preferred shares of the Fund. There are no control persons of the Fund.
Set forth in the table below is the amount of interests beneficially owned by each Independent Trustee or his or her immediate family member,
as applicable, in a person other than a registered investment company, that may be deemed to be controlled by the Funds Investment Adviser and/or affiliates (including Mario J. Gabelli) and in that event would be deemed to be under common
control with the Investment Adviser.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of
Independent
Trustee
|
|
Name of
Owner
and
Relationships
to Trustee
|
|
Company
|
|
Title of Class
|
|
Value of
Interests(1)
|
|
|
Percent
of Class(2)
|
Frank J. Fahrenkopf, Jr.
|
|
Same
|
|
Gabelli Associates Limited II E
|
|
Membership Interests
|
|
$
|
1,248,346
|
|
|
1.36%
|
Anthonie C. van Ekris
|
|
Same
|
|
LICT Corp.
|
|
Common Stock
|
|
$
|
345,600
|
|
|
*
|
Anthonie C. van Ekris
|
|
Same
|
|
The LGL Group, Inc.
|
|
Common Stock
|
|
$
|
13,420
|
|
|
*
|
Anthonie C. van Ekris
|
|
Same
|
|
CIBL
|
|
Common Stock
|
|
$
|
40,560
|
|
|
*
|
Anthonie C. van Ekris
|
|
Same
|
|
Morgan Group Holdings, Inc.
|
|
Common Stock
|
|
$
|
240
|
|
|
*
|
Salvatore J. Zizza
|
|
Same
|
|
Gabelli Associates Fund
|
|
Membership Interests
|
|
$
|
2,407,180
|
|
|
1.18%
|
Salvatore J. Zizza
|
|
Same
|
|
Gabelli Performance Partnership L.P.
|
|
Limited Partnership Interests
|
|
$
|
302,307
|
|
|
*
|
(1)
|
This information has been furnished as of December 31, 2018.
|
(2)
|
An asterisk indicates that the ownership amount constitutes less than 1% of the total interests outstanding.
|
24
Remuneration of Trustees and Officers
The Fund pays each Independent Trustee an annual retainer of $15,000 plus $2,000 for each Board meeting attended. Each Trustee is reimbursed by
the Fund for any out-of-pocket expenses incurred in attending meetings. All Board Committee Members receive $1,000 per meeting attended, the Audit Committee Chairman
receives an annual fee of $3,000, and the Nominating Committee Chairman and the lead Independent 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. The aggregate remuneration (excluding out of pocket expenses) paid by the Fund to such Trustees during the fiscal year ended December 31, 2018 amounted to $197,773. During the fiscal year ended
December 31, 2018, the Trustees of the Fund met four times, all of which were regular quarterly Board meetings. Each Trustee then serving in such capacity attended at least 75% of the Board meetings and of any committee of which he is a member.
The following table shows the compensation that the Trustees earned in their capacity as Trustees and officers, if any, who were compensated
by the Fund rather than the Investment Adviser for the year ended December 31, 2018. Ms. Marion and Mr. Schachter are employed by the Fund and are not employed by the Investment Adviser (although they may receive incentive-based compensation
from affiliates of the Investment Adviser). Officers of the Fund who are employed by the Investment Adviser receive no compensation or expense reimbursement from the Fund. The table also shows, for the year ended December 31, 2018, the
compensation Trustees earned in their capacity as Trustees for other funds in the Fund Complex.
COMPENSATION TABLE FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
Name of Person and Position
|
|
Aggregate
Compensation
from the Fund
|
|
|
Aggregate
Compensation
from the Fund
and
Fund Complex
Paid to Trustees(1)
|
|
INDEPENDENT TRUSTEES:
|
|
|
|
|
|
|
|
|
Anthony J.
Colavita(2)
Trustee
|
|
$
|
8,104
|
|
|
$
|
271,124
|
(30)
|
Anthony S.
Colavita(3)
Trustee
|
|
$
|
16,669
|
|
|
$
|
117,352
|
(23)
|
James P. Conn
Trustee
|
|
$
|
25,000
|
|
|
$
|
273,500
|
(26)
|
Vincent D. Enright
Trustee
|
|
$
|
28,000
|
|
|
$
|
220,250
|
(18)
|
Frank J. Fahrenkopf, Jr.
Trustee
|
|
$
|
24,000
|
|
|
$
|
164,000
|
(14)
|
Michael J. Melarkey
Trustee
|
|
$
|
24,000
|
|
|
$
|
189,567
|
(25)
|
Salvatore M. Salibello
Trustee
|
|
$
|
23,000
|
|
|
$
|
90,500
|
(8)
|
Anthonie C. van Ekris
Trustee
|
|
$
|
23,000
|
|
|
$
|
215,250
|
(24)
|
Salvatore J. Zizza
Trustee
|
|
$
|
26,000
|
|
|
$
|
325,000
|
(32)
|
OFFICER:
|
|
|
|
|
|
|
|
|
Molly A.F. Marion
Vice President and Ombudsman
|
|
$
|
110,000
|
|
|
|
|
|
(1)
|
Represents the total compensation paid to such persons during the fiscal year ended December 31, 2018, by
investment companies (including the Fund) or portfolios from which such person receives compensation that are part of the Fund Complex. The number in parentheses represents the number of such investment companies and portfolios.
|
(2)
|
Mr. Anthony J. Colavita resigned as a Trustee of the Fund on May 16, 2018.
|
(3)
|
Mr. Anthony S. Colavita became a Trustee of the Fund on May 16, 2018.
|
Indemnification of Officers and Trustees; Limitations on Liability
The Agreement and Declaration of Trust of the Fund provides that the Fund will indemnify its Trustees and officers and may indemnify its
employees or agents against liabilities and expenses incurred in connection with litigation in which they may be involved because of their positions with the Fund to the fullest extent permitted by applicable law. However, nothing in the Agreement
and Declaration of Trust of the Fund protects or indemnifies a trustee, officer, employee or agent of the Fund against any liability to which such person would otherwise be subject in the event of such persons willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of his or her position.
Investment Advisory and Administrative
Arrangements
The Investment Adviser is a New York limited liability company and registered investment adviser under the Investment
Advisers Act of 1940, as amended, and serves as an investment adviser to registered investment companies with combined aggregate net assets of approximately $22 billion as of March 31, 2019. The Investment Adviser is a wholly owned
subsidiary of GAMCO Investors, Inc. (GBL), a New York corporation, whose Class A Common Stock is traded on the NYSE under the symbol, GBL. Mr. Mario J. Gabelli may be deemed a controlling person of
the Investment Adviser on the basis of his controlling interest in GBL. Mr. Gabelli owns a majority of the stock of GGCP, Inc. (GGCP), which holds a majority of the capital stock and voting power of GBL. The Investment Adviser has
several affiliates that provide investment advisory services: GAMCO Asset Management Inc., a wholly owned subsidiary of GBL, acts as investment adviser for individuals, pension trusts, profit sharing trusts and endowments, and as a sub-adviser to certain third party investment funds, which include registered investment companies, having assets under management of approximately $15.2 billion as of March 31, 2019; Teton Advisors, Inc.,
and its wholly owned investment adviser, Keeley Teton Advisers, LLC, with assets under management of approximately $2.6 billion as of March 31, 2019, act as investment advisers to The TETON Westwood Funds, the KEELEY Funds, and separately
managed accounts; Gabelli & Company Investment Advisers, Inc. (formerly, Gabelli Securities, Inc.), a wholly owned subsidiary of Associated Capital Group, Inc. (Associated Capital), acts as investment adviser for certain
alternative investment products, consisting primarily of risk arbitrage and merchant banking limited partnerships and offshore companies, with assets under management of approximately $1.6 billion as of March 31, 2019; and Gabelli Fixed
Income, LLC, an indirect wholly owned subsidiary of GBL, acts as investment adviser for separate accounts having assets under management of approximately $19 million as of March 31, 2019. Teton Advisors, Inc. was spun off by GBL in March
2009 and is an affiliate of GBL by virtue of Mr. Gabellis ownership of GGCP, the principal shareholder of Teton Advisors, Inc., as of March 31, 2019. Associated Capital was spun off from GBL on November 30, 2015, and is an
affiliate of GBL by virtue of Mr. Gabellis ownership of GGCP, the principal shareholder of Associated Capital.
25
Affiliates of the Investment Adviser may, in the ordinary course of their business, acquire for
their own account or for the accounts of their investment advisory clients, significant (and possibly controlling) positions in the securities of companies that may also be suitable for investment by the Fund. The securities in which the Fund might
invest may thereby be limited to some extent. For instance, many companies in the past several years have adopted so-called poison pill or other defensive measures designed to discourage or prevent the completion of non-negotiated offers
for control of the company. Such defensive measures may have the effect of limiting the shares of the company which might otherwise be acquired by the Fund if the affiliates of the Investment Adviser or their investment advisory accounts have or
acquire a significant position in the same securities. However, the Investment Adviser does not believe that the investment activities of its affiliates will have a material adverse effect upon the Fund in seeking to achieve its investment
objectives. Securities purchased or sold pursuant to contemporaneous orders entered on behalf of the investment company accounts of the Investment Adviser or the investment advisory accounts managed by its affiliates for their unaffiliated clients
are allocated pursuant to procedures, approved by the Board of Trustees, believed to be fair and not disadvantageous to any such accounts. In addition, all such orders are accorded priority of execution over orders entered on behalf of accounts in
which the Investment Adviser or its affiliates have a substantial pecuniary interest. The Investment Adviser may on occasion give advice or take action with respect to other clients that differs from the actions taken with respect to the Fund. The
Fund may invest in the securities of companies that are investment management clients of GAMCO Asset Management Inc. In addition, portfolio companies or their officers or directors may be minority shareholders of the Investment Adviser or its
affiliates.
Under the terms of the Investment Advisory Agreement, the Investment Adviser manages the portfolio of the Fund in accordance
with its stated investment objectives and policies, makes investment decisions for the Fund, places orders to purchase and sell securities on behalf of the Fund and manages its other business and affairs, all subject to the supervision and direction
of the Funds Board of Trustees. In addition, under the Investment Advisory Agreement, the Investment Adviser oversees the administration of all aspects of the Funds business and affairs and provides, or arranges for others to provide, at
the Investment Advisers expense, certain enumerated services, including maintaining the Funds books and records, preparing reports to the Funds shareholders and supervising the calculation of the net asset value of the Funds
shares. Expenses of computing the net asset value of the Fund, including any equipment or services obtained solely for the purpose of pricing shares or valuing its investment portfolio, underwriting compensation and reimbursements in connection with
sales of its securities, the costs of utilizing a third party to monitor and collect class action settlements on behalf of the Fund, compensation to an administrator for certain SEC filings on behalf of the Fund, the fees and expenses of Trustees
who are not officers or employees of the Investment Adviser of its affiliates, compensation and other expenses of employees of the Fund as approved by the Trustees, the pro rata costs of the Funds Chief Compliance Officer, charges of the
custodian, any sub-custodian and transfer agent and dividend paying agent, expenses in connection with the Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan, accounting and pricing costs,
membership fees in trade associations, expenses for legal and independent accountants services, costs of printing proxies, share certificates and shareholder reports, fidelity bond coverage for Fund officers and employees, Trustee and
officers errors and omissions insurance coverage, and stock exchange listing fees will be an expense of the Fund unless the Investment Adviser voluntarily assumes responsibility for such expenses.
The Investment Advisory Agreement combines investment advisory and certain administrative responsibilities into one agreement. For services
rendered by the Investment Adviser on behalf of the Fund under the Funds Investment Advisory Agreement, the Fund pays the Investment Adviser a fee computed weekly and paid monthly at the annual rate of 1.00% of the average weekly net assets of
the Fund. The Funds average
26
weekly net assets will be deemed to be the average weekly value of the Funds total assets minus the sum of the Funds liabilities (such liabilities exclude the aggregate liquidation
preference of outstanding preferred shares and accumulated dividends, if any, on those shares and the outstanding principal amount of any debt securities the proceeds of which were used for investment purposes, plus accrued and unpaid interest
thereon). For purposes of the calculation of the fees payable to the Investment Adviser by the Fund, average weekly net assets of the Fund are determined at the end of each month on the basis of its average net assets for each week during the month.
The assets for each weekly period are determined by averaging the net assets at the end of a week with the net assets at the end of the prior week.
Pursuant to the Investment Advisory Agreement, for the fiscal years ended December 31, 2016, 2017 and 2018, the Investment Adviser earned
$8,135,607, $8,402,938 and $7,499,292, respectively, for advisory and administrative services rendered to the Fund.
Additionally, the
Investment Adviser has entered into a sub-administration agreement (the Sub-Administration Agreement) with BNY Mellon Investment Servicing (US) Inc. (the Sub-Administrator) pursuant to which the Sub-Administrator provides
certain administrative services necessary for the Funds operations which do not include the investment and portfolio management services provided by the Investment Adviser. For these services and the related expenses borne by the
Sub-Administrator, the Investment Adviser pays a prorated monthly fee at the annual rate of 0.0275% of the first $10 billion of the aggregate average net assets of the Fund and all other funds advised by the Investment Adviser and Teton Advisors,
Inc. and administered by the Sub-Administrator, 0.0125% of the aggregate average net assets exceeding $10 billion but less than $15 billion, 0.01% of the aggregate average net assets in excess of $15 billion and 0.008% of the aggregate average net
assets in excess of $20 billion.
The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard for its obligations and duties thereunder, the Investment Adviser is not liable for any error of judgment or mistake of law or for any loss suffered by the Fund. As part of the Investment Advisory Agreement, the Fund
has agreed that the name Gabelli is the Investment Advisers property, and that in the event the Investment Adviser ceases to act as an investment adviser to the Fund, the Fund will change its name to one not including
Gabelli.
Pursuant to its terms, the Investment Advisory Agreement will remain in effect with respect to the Fund from year to
year if approved annually (i) by the Funds Board of Trustees or by the holders of a majority of its outstanding voting securities and (ii) by a majority of the Trustees who are not interested persons (as defined in the
1940 Act) of any party to the Investment Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
The Investment Advisory Agreement was most recently approved by a majority of the Funds Board of Trustees, including a majority of the
Trustees who are not interested persons as that term is defined in the 1940 Act, at an in person meeting of the Board of Trustees held on February 21, 2019. A discussion regarding the basis for the most recent approval of the Investment
Advisory Agreement by the Board will be available in the Funds semiannual report to shareholders for the period ending June 30, 2019.
The Investment Advisory Agreement terminates automatically on its assignment and may be terminated without penalty on 60 days
written notice at the option of either party thereto or by a vote of a majority (as defined in the 1940 Act) of the Funds outstanding voting securities.
27
Portfolio Manager Information
Other Accounts Managed
The information below lists the number of other accounts for which each portfolio manager was primarily responsible for the day to day
management as of the fiscal year ended December 31, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Portfolio Manager or
Team Member
|
|
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
|
|
|
|
|
|
|
|
Caesar M.P. Bryan
|
|
Registered Investment
Companies:
|
|
|
5
|
|
|
$
|
491.1 million
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Other Pooled Investment
Vehicles:
|
|
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Other Accounts:
|
|
|
20
|
|
|
$
|
108.9 million
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
Vincent Hugonnard-Roche
|
|
Registered Investment
Companies:
|
|
|
1
|
|
|
$
|
149.1 million
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
Other Pooled Investment Vehicles:
|
|
|
0
|
|
|
$
|
0
|
|
|
|
0
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$
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0
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Other Accounts:
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4
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$
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1.8 million
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0
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$
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0
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Potential Conflicts of Interest
Actual or apparent conflicts of interest may arise when a portfolio manager for a fund also has day to day management responsibilities with
respect to one or more other funds or accounts. These potential conflicts include:
Allocation of Limited Time and
Attention. A portfolio manager who is responsible for managing multiple funds or other accounts may devote unequal time and attention to the management of those funds or accounts. As a result, the portfolio manager 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 or she were to devote substantially more attention to the management of a single fund.
Allocation of Limited Investment Opportunities. If a portfolio manager identifies an investment opportunity that
may be suitable for multiple funds or other accounts, a fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among several of these funds or accounts.
Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may
be appropriate for only some of the funds or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds or accounts should take differing positions with respect to a particular security. In these cases,
the portfolio manager may place separate transactions for one or more funds or 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 funds or accounts.
Selection of Broker/Dealers. Portfolio managers may be able to select or influence the selection of the brokers
and dealers that are used to execute securities transactions for the funds or accounts that they supervise. In addition to providing execution of trades, some brokers and dealers provide portfolio managers with brokerage
28
and research services which may result in the payment of higher brokerage fees than might otherwise be available. These services may be more beneficial to certain funds or accounts than to
others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to
the fund, a portfolio managers decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds or other accounts that he or she manages. In addition, with respect to certain types of accounts
(such as pooled investment vehicles and other accounts managed for organizations and individuals) the Investment Adviser may be limited by the client concerning the selection of brokers or may be instructed to direct trades to particular brokers. In
these cases, the Investment Adviser or its affiliates may place separate, non-simultaneous transactions in the same security for a fund and another account that may temporarily affect the market price of the security or the execution of the
transaction, or both, to the detriment of the fund or the other accounts.
Variation in Compensation. A
conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds or accounts that he or she manages. If the structure of the Investment Advisers management fee or the portfolio
managers compensation differs among funds or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager may be motivated to favor certain funds or accounts over
others. The portfolio manager also may be motivated to favor funds or accounts in which he or she has an investment interest, or in which the Investment Adviser or its affiliates have investment interests. Similarly, the desire to maintain assets
under management or to enhance a portfolio managers performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds or other accounts that could
most significantly benefit the portfolio manager.
The Investment Adviser and the Fund have adopted compliance policies and procedures
that are designed to address the various conflicts of interest that may arise for the Investment Adviser and its 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
The compensation of the portfolio managers is reviewed annually and structured to enable the Investment Adviser to attract and retain highly
qualified professionals in a competitive environment. The portfolio managers named above receive a compensation package that includes a minimum draw or base salary, equity-based incentive compensation via restricted stock awards, and incentive based
variable compensation based on a percentage of net revenues received by the Investment Adviser for managing the Fund to the extent that it exceeds a minimum level of compensation. This method of compensation is based on the premise that superior
long term performance in managing a portfolio will be rewarded through growth of assets through appreciation and cash flow. Incentive based equity compensation is based on an evaluation of quantitative and qualitative performance evaluation
criteria. Mr. Hugonnard-Roche also may receive a discretionary bonus based primarily on qualitative performance evaluation criteria.
Compensation for managing other accounts for the Investment Adviser or its affiliates is based on a percentage of net revenues received by the
investment adviser for managing the account. Compensation for managing pooled investment vehicles and other accounts that have a performance-based fee will have two components. One component of the fee is based on a percentage of net revenues
received by the investment adviser for managing the account or pooled investment vehicle. The second component of the fee is based on absolute performance from which a percentage of such fee is paid to the portfolio manager.
29
Ownership of Shares in the Fund
As of December 31, 2018, the portfolio managers of the Fund own the following amounts of equity securities of the Fund.
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Caesar M.P. Bryan
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$1-$10,000
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Vincent Hugonnard-Roche
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$1-$10,000
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Portfolio Holdings Information
Employees of the Investment Adviser and its affiliates will often have access to information concerning the portfolio holdings of the Fund. The
Fund and the Investment Adviser have adopted policies and procedures that require all employees to safeguard proprietary information of the Fund, which includes information relating to the Funds portfolio holdings as well as portfolio trading
activity of the Investment Adviser with respect to the Fund (collectively, Portfolio Holdings Information). In addition, the Fund and the Investment Adviser have adopted policies and procedures providing that Portfolio Holdings
Information may not be disclosed except to the extent that it is (a) made available to the general public by posting on the Funds website or filed as part of a required filing on Form N-Q or
N-CSR or (b) provided to a third party for legitimate business purposes or regulatory purposes, that has agreed to keep such data confidential under terms approved by the Investment Advisers legal department or outside counsel, as
described below. The Investment Adviser will examine each situation under (b) with a view to determine that release of the information is in the best interest of the Fund and their shareholders and, if a potential conflict between the
Investment Advisers interests and the Funds interests arises, to have such conflict resolved by the Chief Compliance Officer or those Trustees who are not considered to be interested persons, as defined in the 1940 Act. These
policies further provide that no officer of the Fund or employee of the Investment Adviser shall communicate with the media about the Fund without obtaining the advance consent of the Chief Executive Officer, Chief Operating Officer, or General
Counsel of the Investment Adviser.
Under the foregoing policies, the Fund currently may disclose Portfolio Holdings Information in the
circumstances outlined below. Disclosure generally may be either on a monthly or quarterly basis with no time lag in some cases and with a time lag of up to 60 days in other cases (with the exception of proxy voting services which require a
regular download of data):
(1) To regulatory authorities in response to requests for such information and with
the approval of the Chief Compliance Officer of the Fund;
(2) To mutual fund rating and statistical agencies
and to persons performing similar functions where there is a legitimate business purpose for such disclosure and such entity has agreed to keep such data confidential until at least it has been made public by the Investment Adviser;
(3) To service providers of the Fund, as necessary for the performance of their services to the Fund and to the
Board of Trustees, where such entity has agreed to keep such data confidential until at least it has been made public by the Investment Adviser. The Funds current service providers that may receive such information are its administrator, sub-administrator, custodian, independent registered public accounting firm, legal counsel, and financial printers;
(4) To firms providing proxy voting and other proxy services provided such entity has agreed to keep such data
confidential until at least it has been made public by the Investment Adviser;
(5) To certain broker dealers,
investment advisers, and other financial intermediaries for purposes of their performing due diligence on the Fund and not for dissemination of this information to their clients or use of this information to conduct trading for their clients.
Disclosure of Portfolio Holdings Information in these circumstances requires the broker, dealer, investment adviser, or financial intermediary to agree to
30
keep such information confidential until it has been made public by the Investment Adviser and is further subject to prior approval of the Chief Compliance Officer of the Fund and shall be
reported to the Board of Trustees at the next quarterly meeting; and
(6) To consultants for purposes of
performing analysis of the Fund, which analysis may be used by the consultant with its clients or disseminated to the public, provided that such entity shall have agreed to keep such information confidential until at least it has been made public by
the Investment Adviser.
As of the date of this SAI, the Fund makes information about portfolio securities available to its administrator,
sub-administrator, custodian, and proxy voting services on a daily basis, with no time lag, to its typesetter on a quarterly basis with a ten day time lag, to its financial printers on a quarterly basis with a
forty-five day time lag, and its independent registered public accounting firm and legal counsel on an as needed basis with no time lag. The names of the Funds administrator, custodian, independent registered public accounting firm, and legal
counsel are set forth in this SAI. The Funds proxy voting service is Broadridge Investor Communication Services. Donnelley Financial Services and Appatura provide typesetting services for the Fund and the Fund selects from a number of
financial printers who have agreed to keep such information confidential until at least it has been made public by the Investment Adviser. Other than those arrangements with the Funds service providers and proxy voting service, the Fund has no
ongoing arrangements to make available information about the Funds portfolio securities prior to such information being disclosed in a publicly available filing with the SEC that is required to include the information.
Disclosures made pursuant to a confidentiality agreement are subject to periodic confirmation by the Chief Compliance Officer of the Fund that
the recipient has utilized such information solely in accordance with the terms of the agreement. Neither the Fund, nor the Investment Adviser, nor any of the Investment Advisers affiliates will accept on behalf of itself, its affiliates, or
the Fund any compensation or other consideration in connection with the disclosure of portfolio holdings of the Fund. The Board of Trustees will review such arrangements annually with the Funds Chief Compliance Officer.
DIVIDENDS AND DISTRIBUTIONS
The Fund is subject to Section 19(b) of the 1940 Act and Rule 19b-1 thereunder which
restricts the ability of the Fund to make distributions of long term capital gains.
To the extent the Funds total distributions for
a year exceed its net investment company taxable income (interest, dividends and net short term capital gains in excess of expenses) and net realized long term capital gains for that year, the excess would generally constitute a tax-free return of
capital up to the amount of a shareholders tax basis in the common shares. Any distributions which (based upon the Funds full year performance) constitute a tax-free return of capital would reduce a shareholders tax basis in the
common shares, thereby increasing such shareholders potential gain or reducing his or her potential loss on the sale of the common shares. The Fund has capital loss carryforwards from prior years, which may cause a portion of the Funds
distributions to be recharacterized as a return of capital. Any such amounts distributed to a shareholder in excess of the basis in the common shares would generally be taxable to the shareholder as capital gain. See Taxation.
Distribution notices provided by the Fund to its shareholders will clearly indicate what portion of each distribution would constitute net income, net capital gains, and return of capital based on information available to the Fund for the relevant
period at the time the distribution is declared. The final determination of the source of such distributions for federal income tax purposes will be made shortly after year end based on the Funds actual net investment company taxable income
and net capital gain for that year and would be communicated to shareholders promptly. In the event that the Fund distributes amounts in excess of its investment company taxable income and net capital gain, such distributions will decrease the
Funds total assets and, therefore, have the likely effect of increasing the Funds expense ratio, as the Funds fixed expenses will become a larger percentage of the Funds average net assets. In addition, in order to make such
distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action. These effects would have a negative impact on the prices investors receive when they sell
shares of the Fund.
31
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Trustees of the Fund, the Investment Adviser is responsible for placing purchase and sale
orders and the allocation of brokerage on behalf of the Fund. Transactions in equity securities are in most cases effected on U.S. stock exchanges and involve the payment of negotiated brokerage commissions. There may be no stated commission in
the case of securities traded in OTC markets, but the prices of those securities may include undisclosed commissions or mark-ups. Principal transactions are not entered into with affiliates of the Fund.
However, G.research, may execute transactions in the OTC markets on an agency basis and receive a stated commission therefrom. To the extent consistent with applicable provisions of the 1940 Act and the rules and exemptions adopted by the SEC
thereunder, as well as other regulatory requirements, the Funds Board of Trustees has determined that portfolio transactions may be executed through G.research, and its broker-dealer affiliates if, in the judgment of the Investment Adviser,
the use of those broker-dealers is likely to result in price and execution at least as favorable as those of other qualified broker-dealers, and if, in particular transactions, the affiliated broker-dealers charge the Fund a rate consistent with
that charged to comparable unaffiliated customers in similar transactions and comparable to rates charged by other broker-dealers for similar transactions. The Fund has no obligations to deal with any broker or group of brokers in executing
transactions in portfolio securities. In executing transactions, the Investment Adviser seeks to obtain the best price and execution for the Fund, taking into account such factors as price, size of order, difficulty of execution and operational
facilities of the firm involved and the firms risk in positioning a block of securities. While the Investment Adviser generally seeks reasonably competitive commission rates, the Fund does not necessarily pay the lowest commission available.
For the fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, the Fund paid aggregate brokerage commissions of
$2,377,574, $2,469,373 and $1,988,883, respectively, of which G.research received $0, $0 and $0, respectively.
Subject to obtaining the
best price and execution, brokers who provide supplemental research, market and statistical information, or other services (e.g., wire services) to the Investment Adviser or its affiliates may receive orders for transactions by the Fund. The term
research, market and statistical information includes advice as to the value of securities, and advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities,
and furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Information so received will be in addition to and not in lieu of the services required
to be performed by the Investment Adviser under the Investment Advisory Agreement and the expenses of the Investment Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. Such information may be useful
to the Investment Adviser and its affiliates in providing services to clients other than the Fund, and not all such information is used by the Investment Adviser in connection with the Fund. Conversely, such information provided to the Investment
Adviser and its affiliates by brokers and dealers through whom other clients of the Investment Adviser and its affiliates effect securities transactions may be useful to the Investment Adviser in providing services to the Fund.
Although investment decisions for the Fund are made independently from those for the other accounts managed by the Investment Adviser and its
affiliates, investments of the kind made by the Fund may also be made for those other accounts. When the same securities are purchased for or sold by the Fund and any of such other accounts, it is the policy of the Investment Adviser and its
affiliates to allocate such purchases and sales in a manner deemed fair and equitable over time to all of the accounts, including the Fund.
PORTFOLIO TURNOVER
Portfolio turnover rate is calculated by dividing the lesser of an investment companys annual sales or purchases of portfolio securities
by the monthly average value of securities in its portfolio during the year, excluding portfolio securities the maturities of which at the time of acquisition were one year or less. A high rate of portfolio turnover involves correspondingly greater
brokerage commission expense than a lower rate, which expense must be borne by the Fund and indirectly by its shareholders. The portfolio turnover rate may vary from year to year and will not be a factor when the Investment Adviser determines that
portfolio changes are appropriate. For example, an increase in the Funds participation in risk arbitrage situations would increase the Funds portfolio turnover rate. A higher rate of portfolio turnover may also result in taxable gains
being passed to
32
shareholders sooner than would otherwise be the case. The investment policies of the Fund, including its strategy of writing covered call options on securities in its portfolio, is expected to
result in portfolio turnover that is higher than that of other investment companies. For the years ended December 31, 2018 and December 31, 2017, the portfolio turnover rates were 145.7% and 214.6%, respectively.
TAXATION
The following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and the ownership and
disposition of the Funds common and preferred shares. Except as otherwise provided below, this discussion assumes you are a U.S. person (as defined for U.S. federal income tax purposes) and that you hold your shares as capital assets.
This discussion is based upon current provisions of the Internal Revenue Code of 1986, as amended (the Code), the regulations promulgated thereunder and judicial and administrative authorities, all of which are subject to change or
differing interpretations by the courts or the Internal Revenue Service (the IRS), possibly with retroactive effect. No ruling has been or will be sought from the IRS regarding any matter discussed herein. No attempt is made to present a
detailed explanation of all U.S. federal tax concerns affecting the Fund and its shareholders (including shareholders owning large positions in the Fund or shareholders who are subject to special rules under the Code).
The discussions set forth herein and in the prospectus do not constitute tax advice and potential investors are urged to consult their own
tax advisers to determine the tax consequences to them of investing in the Fund.
Taxation of the Fund
The Fund has elected to be treated and has qualified, and intends to continue to qualify annually, as a regulated investment company under
Subchapter M of the Code. Accordingly, the Fund must, among other things, meet the following requirements regarding the source of its income and the diversification of its assets:
(i) The Fund must derive in each taxable year at least 90% of its gross income from the following sources, which
are referred to herein as Qualifying Income: (a) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and (b) net income derived from
interests in publicly traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in clause (a) above (each a Qualified
Publicly Traded Partnership).
(ii) The Fund must diversify its holdings so that, at the end of each
quarter of each taxable year (a) at least 50% of the market value of the Funds total assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment
companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Funds total assets and not more than 10% of the outstanding voting securities of such issuer
and (b) not more than 25% of the market value of the Funds total assets is invested in the securities of (I) any one issuer (other than U.S. government securities and the securities of other regulated investment companies),
(II) any two or more issuers (other than regulated investment companies) that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses or (III) any one or more Qualified
Publicly Traded Partnerships.
Income from the Funds investments in grantor trusts and equity interests of MLPs that are not
Qualified Publicly Traded Partnerships (if any) will be Qualifying Income to the extent it is attributable to items of income of such trust or MLP that would be Qualifying Income if earned directly by the Fund.
33
Although in general the passive loss rules of the Code do not apply to regulated investment
companies, such rules do apply to a regulated investment company with respect to items attributable to an interest in a Qualified Publicly Traded Partnership. The Funds investments in partnerships, including in Qualified Publicly Traded
Partnerships, may result in the Fund being subject to state, local or foreign income, franchise or withholding tax liabilities.
As a
regulated investment company, the Fund generally will not be subject to U.S. federal income tax on income and gains that the Fund distributes to its shareholders, provided that it distributes each taxable year at least the sum of (i) 90%
of the Funds investment company taxable income (which includes, among other items, dividends, interest and the excess of any net short term capital gain over net long term capital loss and other taxable income, other than any net capital gain
(which is the excess of net long term capital gain over net short term capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends paid and (ii) 90% of the Funds net tax-exempt interest income
(the excess of its gross tax-exempt interest over certain disallowed deductions). The Fund intends to distribute substantially all of such income at least annually. The Fund will be subject to income tax at regular corporate rates on any taxable
income or gains that it does not distribute to its shareholders.
The Code imposes a 4% nondeductible federal excise tax on the Fund to
the extent the Fund does not distribute by the end of any calendar year an amount at least equal to the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year, (ii) 98.2% of its
capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the Funds fiscal year), and (iii) certain
undistributed amounts from previous years on which the Fund paid no U.S. federal income tax. In addition, the minimum amounts that must be distributed in any year to avoid the federal excise tax will be increased or decreased to reflect any
under-distribution or over-distribution, as the case may be, from the previous year. While the Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% federal excise tax, there can be no
assurance that sufficient amounts of the Funds taxable income and capital gain will be distributed to entirely avoid the imposition of the federal excise tax. In that event, the Fund will be liable for the federal excise tax only on the amount
by which it does not meet the foregoing distribution requirement.
A distribution will be treated as paid during the calendar year if it
is paid during the calendar year or declared by the Fund in October, November or December of the year, payable to shareholders of record on a date during such a month and paid by the Fund during January of the following year. Any such distributions
paid during January of the following year will be deemed to be received by the Funds shareholders on December 31 of the year the distributions are declared, rather than when the distributions are actually received.
If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital
gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable to the shareholders as ordinary dividends to the extent of the Funds current or accumulated
earnings and profits. Provided that certain holding period and other requirements are met, such dividends, however, would be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and
(ii) for the dividends received deduction in the case of corporate shareholders. The Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for
taxation as a regulated investment company. If the Fund fails to qualify as a regulated investment company in any year, it must pay out its earnings and profits accumulated in that year in order to qualify again as a regulated investment company. If
the Fund failed to qualify as a regulated investment company for a period greater than two taxable years, the Fund may be required to recognize and pay tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the
aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Fund had been liquidated) or, alternatively, to elect to be subject to taxation on such built-in gain recognized for a
period of five years, in order to qualify as a regulated investment company in a subsequent year.
Certain of the Funds investment
practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses
34
or deductions, (ii) convert lower taxed long term capital gains and qualified dividend income into higher taxed short term capital gains or ordinary income, (iii) convert ordinary loss
or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or
securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not qualify as good income for purposes of the 90% annual gross income requirement
described above. The Fund will monitor its transactions and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules and prevent disqualification of the Fund as a regulated
investment company.
The MLPs in which the Fund intends to invest are expected to be treated as partnerships for U.S. federal income
tax purposes. The cash distributions received by the Fund from an MLP may not correspond to the amount of income allocated to the Fund by the MLP in any given taxable year. If the amount of income allocated by an MLP to the Fund exceeds the amount
of cash received by the Fund from such MLP, the Fund may have difficulty making distributions to its shareholders in the amounts necessary to satisfy the requirements for maintaining its status as a regulated investment company or avoiding
U.S. federal income or excise taxes. Accordingly, the Fund may have to dispose of securities under disadvantageous circumstances in order to generate sufficient cash to satisfy the distribution requirements.
The Fund expects that the income derived by the Fund from the MLPs in which it invests will be Qualifying Income. If, however, a partnership
in which the Fund invests is not a Qualified Publicly Traded Partnership, the income derived by the Fund from such investment may not be Qualifying Income and, therefore, could adversely affect the Funds status as a regulated investment
company. The Fund intends to monitor its investments in MLPs and other partnerships to prevent the disqualification of the Fund as a regulated investment company.
The U.S. tax classification of the Canadian Royalty Trusts in which the Fund invests and the types of income that the Fund receives may
have an impact on the Funds ability to qualify as a regulated investment company. In particular, securities issued by certain Canadian Royalty Trusts (such as Canadian Royalty Trusts which are grantor trusts for U.S. federal income tax
purposes) may not produce qualified income for purposes of determining the Funds compliance with the tax rules applicable to regulated investment companies. Additionally, the Fund may be deemed to directly own the assets of each
Canadian Royalty Trust, and would need to look to such assets when determining the Funds compliance with the asset diversification rules applicable to regulated investment companies. To the extent that the Fund holds such securities indirectly
through investments in a taxable subsidiary formed by the Fund, those securities may produce qualified income. However, the net return to the Fund on such investments would be reduced to the extent that the subsidiary is subject to
corporate income taxes. The Fund shall monitor its investments in the Canadian Royalty Trusts with the objective of maintaining its continued qualification as a regulated investment company.
Gain or loss on the sales of securities by the Fund will generally be long-term capital gain or loss if the securities have been held by the
Fund for more than one year. Gain or loss on the sale of securities held for one year or less will be short term capital gain or loss.
The premium received by the Fund for writing a call option is not included in income at the time of receipt. If the option expires, the
premium is short term capital gain to the Fund. If the Fund enters into a closing transaction, the difference between the amount paid to close out its position and the premium received is short term capital gain or loss. If a call option written by
the Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of the security and any resulting gain or loss will be long term or short term, depending upon the holding
period of the security. With respect to a put or call option that is purchased by the Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss, and will be short term or long term, depending upon the holding period for
the option. If the option expires, the resulting loss is a capital loss and is short term or long term, depending upon the holding period for the option. If the option is exercised, the cost of the option, in the case of a call option, is added to
the basis of the purchased security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss. Because the Fund does not have control over the exercise of the call options it writes, such
exercises or other required sales of the underlying securities may cause the Fund to realize capital gains or losses at inopportune times.
35
The Funds transactions in foreign currencies, forward contracts, options, futures contracts
(including options and futures contracts on foreign currencies) and short sales, to the extent permitted, will be subject to special provisions of the Code (including provisions relating to hedging transactions, straddles and
constructive sales) that may, among other things, affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer
Fund losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. Certain of these provisions may also (a) require the Fund to
mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out at the end of each year), (b) cause the Fund to
recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes, (c) treat dividends that would otherwise constitute
qualified dividend income as non-qualified dividend income and/or (d) treat dividends that would otherwise be eligible for the corporate dividends-received deduction as ineligible for such treatment.
The Funds investment in so-called section 1256 contracts, such as regulated futures contracts, most foreign currency
forward contracts traded in the interbank market, options on most stock indices and any non equity options, are subject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable year are required to be marked
to their market value, and any unrealized gain or loss on those positions will be included in the Funds income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be
combined with any gain or loss realized by the Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a hedging transaction or a
straddle, 60% of the resulting net gain or loss will be treated as long term capital gain or loss, and 40% of such net gain or loss will be treated as short term capital gain or loss, regardless of the period of time the positions were
actually held by the Fund.
If the Fund purchases shares in certain foreign investment entities, called passive foreign investment
companies (PFICs), the Fund may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the
Fund to the shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. Elections may be available to the Fund to mitigate the effect of this tax and
the additional charges, but such elections generally accelerate the recognition of income without the receipt of cash. Dividends paid by PFICs are not treated as qualified dividend income, as discussed below under Taxation of
Shareholders.
If the Fund invests in the stock of a PFIC, or any other investment that produces income that is not matched by a
corresponding cash distribution to the Fund, the Fund could be required to recognize income that it has not yet received in current income. Any such income would be treated as income earned by the Fund and therefore would be subject to the
distribution requirements of the Code. This might prevent the Fund from distributing 90% of its net investment income as is required in order to avoid Fund-level U.S. federal income taxation on all of its income, or might prevent the Fund
from distributing enough ordinary income and capital gain net income to avoid completely the imposition of the excise tax. To avoid this result, the Fund may be required to borrow money or dispose of securities in unfavorable circumstances to be
able to make required distributions to the shareholders.
The Fund may invest in debt obligations purchased at a discount, with the result
that the Fund may be required to accrue income for U.S. federal income tax purposes before amounts due under the obligations are paid (with such accrued income increasing the amount the Fund must distribute in order to qualify as a regulated
investment company or avoid the 4% excise tax). The Fund may also invest in securities rated in the medium to lower rating categories of nationally recognized rating organizations, and in unrated securities (high yield securities). A
portion of the interest payments on such high yield securities may be treated as dividends for certain U.S. federal income tax purposes.
Gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other
liabilities denominated in a foreign currency and the time the Fund actually collects such income or receivables or pays such liabilities or expenses are generally treated as ordinary income or
36
loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in
exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.
Dividends or other income
(including, in some cases, capital gains) received by the Fund from investments in foreign securities may be subject to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the U.S. may reduce
or eliminate such taxes in some cases. If more than 50% of the Funds total assets at the close of its taxable year consists of stock or securities of foreign corporations, the Fund may elect for U.S. federal income tax purposes to treat
foreign income taxes paid by it as paid by its shareholders. The Fund may qualify for and make this election in some, but not necessarily all, of its taxable years. If the Fund were to make such an election, shareholders of the Fund would be
required to take into account an amount equal to their pro rata portions of such foreign taxes in computing their taxable income and then treat an amount equal to those foreign taxes as a U.S. federal income tax deduction (subject to
limitations, which may be significant) or as a foreign tax credit (subject to limitations, which may be significant) against their U.S. federal income liability. Shortly after any year for which it makes such an election, the Fund will report
to its shareholders the amount per share of such foreign income tax that must be included in each shareholders gross income and the amount that may be available for the deduction or credit.
Taxation of Shareholders
The Fund will
either distribute or retain for reinvestment all or part of its net capital gain, which is the excess of net long term capital gains over net short term capital losses. If any such gain is retained, the Fund will be subject to a corporate tax on
such retained amount. In that event, the Fund expects to designate the retained amount as undistributed capital gain in a notice to its shareholders, each of whom (i) will be required to include in income for tax purposes as long term capital
gain its share of such undistributed amounts, (ii) will be entitled to credit its proportionate share of the tax paid by the Fund against its U.S. federal income tax liability and to claim refunds to the extent that the credit exceeds such
liability and (iii) will increase its basis in its shares of the Fund by an amount equal to 65% of the amount of undistributed capital gain included in such the shareholders income less the tax deemed paid by the shareholders under clause
(ii).
Distributions paid by the Fund from its investment company taxable income generally are taxable as ordinary income to the extent of
the Funds current or accumulated earnings and profits. Such distributions (if reported by the Fund) may, however, qualify (provided holding period and other requirements are met by both the Fund and the shareholder) (i) for the dividends
received deduction available to corporations, but only to the extent that the Funds income consists of dividend income from U.S. corporations and (ii) in the case of individual shareholders, as qualified dividend income (eligible to
be taxed at long term capital gains rates) to the extent that the Fund receives qualified dividend income. If the Funds qualified dividend income is less than 95% of its gross income, a shareholder of the Fund may only include as qualified
dividend income that portion of the dividends that may be and are so designated by the Fund as qualified dividend income. There can be no assurance as to what portion of the Funds distributions will qualify for favorable treatment as qualified
dividend income.
Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain qualified
foreign corporations (e.g., generally, foreign corporations incorporated in a possession of the United States or in certain countries with a qualifying comprehensive tax treaty with the United States, or whose stock with respect to which such
dividend is paid is readily tradable on an established securities market in the United States). A qualified foreign corporation does not include a foreign corporation that for the taxable year of the corporation in which the dividend was paid, or
the preceding taxable year, is a PFIC. If the Fund lends portfolio securities, the amount received by the Fund that is the equivalent of the dividends paid by the issuer on the securities loaned will not be eligible for qualified dividend income
treatment.
Distributions of net capital gain reported as capital gain distributions, if any, are taxable to shareholders at rates
applicable to long term capital gain, whether paid in cash or in stock, and regardless of how long the shareholder has held the Funds shares. Capital gain distributions are not eligible for the dividends received
37
deduction. Unrecaptured Section 1250 gain distributions, if any, will be subject to a 25% tax. For non-corporate taxpayers, investment company taxable income (other than qualified dividend
income) will currently be taxed at ordinary income rates, while net capital gain generally will be taxed at long term capital gains rates. For corporate taxpayers, both investment company taxable income and net capital gain are taxed at ordinary
income rates.
The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate
amounts of each type of its income (such as ordinary income and net capital gain) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, because the Fund issues preferred shares, the Fund will allocate its
ordinary income, net capital gain and other relevant items (if any) between its common shares and preferred shares in proportion to the total dividends paid to each class with respect to such tax year.
Under recently proposed regulations on which taxpayers are entitled to rely, properly reported dividends paid by the Fund that are
attributable to the Funds qualified REIT dividends (generally, ordinary income dividends paid by a REIT, not including capital gain dividends or dividends treated as qualified dividend income) may be eligible for the 20% deduction
described in Section 199A of the Code in the case of non-corporate U.S. shareholders, provided that certain holding period and other requirements are met by the Fund shareholder and the Fund. There can be no assurance as to what portion, if any, of
the Funds distributions will qualify for such deduction. Subject to any future regulatory guidance to the contrary, any distribution of income attributable to income from the Funds investment in an MLP will not qualify for the 20%
deduction for qualified PTP income that would generally be available to a non-corporate U.S. shareholder were the shareholder to own such MLP directly. As a result, it is possible that a non-corporate U.S. shareholder will be subject to
a higher effective tax rate on any such distributions received from the Fund compared to the effective rate applicable to any income the U.S. shareholder would receive if the shareholder invested directly in an MLP.
If, for any calendar year, the total distributions exceed both current earnings and profits and accumulated earnings and profits, the excess
will generally be treated as a tax-free return of capital up to the amount of a shareholders tax basis in the common shares. The amount treated as a tax-free return of capital will reduce a shareholders tax basis in the common shares,
thereby increasing such shareholders potential gain or reducing his or her potential loss on the sale of the common shares. Any amounts distributed to a shareholder in excess of his or her basis in the common shares will be taxable to the
shareholder as capital gain (assuming your common shares are held as a capital asset). In determining the extent to which a distribution will be treated as being made from the Funds earnings and profits, the Funds earnings and profits
will be allocated on a pro rata basis, first to distributions with respect to the Funds preferred shares, and then to its common shares.
Shareholders may be entitled to offset their capital gain distributions (but not distributions eligible for qualified dividend income
treatment) with capital losses. There are a number of statutory provisions affecting when capital losses may be offset against capital gain, and limiting the use of losses from certain investments and activities. Accordingly, shareholders with
capital loss are urged to consult their tax advisers.
Certain types of income received by the Fund from REITs, real estate mortgage
investment conduits (REMICs), taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as excess inclusion income. To Fund shareholders, such excess inclusion income will
(i) constitute taxable income, as unrelated business taxable income (UBTI) for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and
certain charitable entities; (ii) not be offset against net operating losses for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty
countries; and (iv) cause the Fund to be subject to tax if certain disqualified organizations, as defined by the Code (such as certain governments or governmental agencies and charitable remainder trusts), are Fund shareholders.
Subject to the discussion of repurchases and redemptions below, upon a sale, exchange or other disposition of common shares, a
shareholder will generally realize a taxable gain or loss equal to the difference between the amount of cash and the fair market value of other property received and the shareholders adjusted tax basis in the common shares. Such gain or loss
will be treated as long term capital gain or loss if the common shares have been held for more than one year. Any loss realized on a sale or exchange of common shares of the Fund will be disallowed to the extent the common shares disposed of are
replaced by substantially identical common shares within a 61-day period beginning 30 days before and ending 30 days after the date that the common shares are disposed of. In such a case, the basis of the common shares acquired will be
adjusted to reflect the disallowed loss.
Any loss realized by a shareholder on the sale or exchange of Fund common shares held by the
shareholder for six months or less will be treated for tax purposes as a long term capital loss to the extent of any capital gain distributions received by the shareholder (or amounts credited to the shareholder as an undistributed capital gain)
with respect to such common shares.
A repurchase or a redemption of shares by the Fund will be taxable transactions for U.S. federal
income tax purposes, either as a sale or exchange, or under certain circumstances, as a dividend. In general, the transaction should be treated as a sale or exchange of shares if the receipt of cash (a) is substantially
disproportionate with respect to the shareholder, (b) results in a complete redemption of the shareholders interest, or (c) is not essentially equivalent to a dividend with respect to the shareholder. A
substantially disproportionate distribution generally requires a reduction of at least 20% in the shareholders proportionate interest in the Fund and also requires the shareholder to own less than 50% of the voting power of all
classes of the Fund entitled to vote immediately after the repurchase. A complete redemption of a shareholders interest generally requires that shares of the Fund owned by such shareholder be disposed of. A distribution not
essentially equivalent to a dividend requires that there be a meaningful reduction in the shareholders proportionate interest in the Fund, which should result if the shareholder has a minimal interest in the Fund, exercises
no control over Fund affairs and suffers a reduction in his proportionate interest in the Fund. In determining whether any of these tests has been met, any Fund shares actually owned, as well as shares considered to be owned by the shareholder by
reason of certain constructive ownership rules set forth in section 318 of the Code, generally must be taken into account.
If the
repurchase or the redemption of your shares meets any of these three tests for sale or exchange treatment, you will recognize gain or loss equal to the difference between the amount of cash and the fair market value of other property
received pursuant to the repurchase and the adjusted tax basis of the shares sold. If none of the tests described above are met with respect to a repurchase, you may be treated as having received, in whole or in part, a dividend, return of capital
or capital gain, depending on (i) whether there are sufficient earnings and profits to support a dividend and (ii) your tax basis in the relevant class of shares. The tax basis in the shares tendered to the Fund will be transferred to any remaining
shares of the same class held by you in the Fund. In addition, if the sale of common shares pursuant to the applicable repurchase or the redemption of preferred shares is treated as a dividend to a tendering stockholder, a constructive
dividend under certain provisions of the Code may result to a non-tendering shareholder whose proportionate interest in the earnings and assets of the Fund has been increased as a result of such tender.
Ordinary income distributions, capital gain distributions, and gain from the disposition of shares of the Fund also may be subject to state
and local, and foreign taxes. Shareholders are urged to consult their own tax advisers regarding
38
specific questions about U.S. federal (including the application of the alternative minimum tax), state, local or foreign tax consequences to them of investing in the Fund.
Except as provided below, a holder of shares that is a nonresident alien individual or a foreign corporation (a foreign investor)
generally will be subject to U.S. withholding tax at the rate of 30% (or possibly a lower rate provided by an applicable tax treaty) on ordinary income dividends. Assuming applicable disclosure and certification requirements are met, U.S. federal
income or withholding tax will not generally apply to any gain or income realized by a foreign investor in respect of any distributions of net capital gain (including net capital gain retained by the Fund but deemed distributed to shareholders) or
upon the sale or other disposition of shares. Different tax consequences may result (i) if the foreign investor is engaged in a trade or business in the United States, or (ii) in the case of an individual, if the foreign investor is present in the
United States for 183 days or more during a taxable year and certain other conditions are met. Foreign investors should consult their tax advisers regarding the tax consequences of investing in the Funds shares.
Properly reported ordinary income dividends are generally exempt from U.S. federal income or withholding tax where they (i) are paid in
respect of the Funds qualified net interest income (generally, the Funds U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is
at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Funds qualified short term capital gains (generally, the excess of the Funds net short term capital gain
over the Funds long term capital loss for such taxable year). Depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short term capital
gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for the exemption from withholding for qualified net interest income, a foreign investor needs to comply with applicable
certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or W-8BEN-E or substitute form). In the case of shares held through an intermediary, the intermediary may withhold even if the Fund
reports the payment as qualified net interest income or qualified short term capital gains. Foreign investors should contact their intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to what
portion of the Funds distributions will qualify for favorable treatment as qualified net interest income or qualified short term capital gains.
Legislation enacted in 2010 and existing guidance issued thereunder require withholding at a rate of 30% on dividends in respect of our stock
held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts
maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. Accordingly, the entity
through which our stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain
exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any substantial United States owners or (ii) provides certain information regarding the
entitys substantial United States owners, which we will in turn provide to the Internal Revenue Service. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or
other guidance, may modify these requirements. We will not pay any additional amounts to stockholders in respect of any amounts withheld. Stockholders are encouraged to consult their tax advisors regarding the possible implications of the
legislation on their investment in our stock.
39
Backup Withholding
The Fund may be required to withhold U.S. federal income tax on all taxable distributions and redemption proceeds payable to certain
non-exempt shareholders who fail to provide the Fund (or its agent) with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Backup
withholding is not an additional tax. Any amounts withheld may be refunded or credited against such shareholders U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury regulations presently in
effect. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury regulations promulgated thereunder. The Code and the Treasury regulations are subject to change by legislative, judicial or administrative
action, either prospectively or retroactively. Persons considering an investment in shares of the Fund should consult their own tax advisers regarding the purchase, ownership and disposition of Fund shares.
BENEFICIAL OWNERS
Set forth below is information as to those shareholders to the Funds knowledge that beneficially own 5% or more of a class of the
Funds outstanding equity securities as of May 15, 2019.
|
|
|
|
|
|
|
Name and Address of
Beneficial Owner
|
|
Title of
Class
|
|
Amount of Shares and
Nature of
Ownership
|
|
Percent of Class
|
|
|
|
|
Americo Financial Life & Annuity College Life
Insurance Company of America
Kansas City, MO 641410288
|
|
Series B Preferred Shares
|
|
479,000
(beneficial)
|
|
12.92%
|
|
|
|
|
Louisiana Workers
Compensation Corporation
|
|
Series B Preferred Shares
|
|
317,107
(beneficial)
|
|
8.55%
|
As of May 15, 2019, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the
Funds outstanding common shares and less than 1% of the outstanding Series B Preferred Shares.
GENERAL
INFORMATION
Book-Entry-Only Issuance
The Depository Trust Company (DTC) will act as securities depository for the common shares offered pursuant to the prospectus.
The information in this section concerning DTC and DTCs book-entry system is based upon information obtained from DTC. The securities offered hereby initially will be issued only as fully registered securities registered in the name of
Cede & Co. (as nominee for DTC). One or more fully-registered global security certificates initially will be issued, representing in the aggregate the total number of securities, and deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds securities that its participants deposit with DTC. DTC also facilities the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct DTC participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. Access to the DTC system is also available to others such as securities brokers and
40
dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly through other entities.
Purchases of securities within the DTC system must be made by or through direct participants, which will receive a credit for the securities
on DTCs records. The ownership interest of each actual purchaser of a security, a beneficial owner, is in turn to be recorded on the direct or indirect participants records. Beneficial owners will not receive written confirmation from
DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the
beneficial owners purchased securities. Transfers of ownership interests in securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in securities, except as provided herein.
DTC has no knowledge of the actual beneficial owners of
the securities being offered pursuant to the prospectus; DTCs records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by
DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Payments on the securities will be made to DTC. DTCs practice is to credit direct
participants accounts on the relevant payment date in accordance with their respective holdings shown on DTCs records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC or the Fund, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of distributions to DTC is the responsibility of the Fund, disbursement of such payments to direct participants is the responsibility of DTC, and disbursement of such payments to the beneficial owners is the responsibility of direct
and indirect participants. Furthermore each beneficial owner must rely on the procedures of DTC to exercise any rights under the securities.
DTC may discontinue providing its services as securities depository with respect to the securities at any time by giving reasonable notice to
the Fund. Under such circumstances, in the event that a successor securities depository is not obtained, certificates representing the securities will be printed and delivered.
Proxy Voting Procedures
The Fund has
adopted the proxy voting procedures of the Investment Adviser and has directed the Investment Adviser to vote all proxies relating to the Funds voting securities in accordance with such procedures. The proxy voting procedures are attached as
Appendix A. They are also on file with the SEC and can be reviewed and copied at the SECs Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. The proxy voting procedures are also available on the EDGAR Database on the SECs internet site (http://www.sec.gov) and copies of the proxy voting procedures may be obtained, after paying
a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C.
20549-0102.
Code of Ethics
The Fund and the Investment Adviser have adopted a code of ethics. This code of ethics sets forth restrictions on the trading activities of
trustees/directors, officers and employees of the Fund, the Investment Adviser and their affiliates. For example, such persons may not purchase any security for which the Fund has a
41
purchase or sale order pending, or for which such trade is under consideration. In addition, those trustees/directors, officers and employees that are principally involved in investment decisions
for client accounts are prohibited from purchasing or selling for their own account for a period of seven days a security that has been traded for a clients account, unless such trade is executed on more favorable terms for the clients
account and it is determined that such trade will not adversely affect the clients account. Short term trading by such trustee/directors, officers and employees for their own accounts in securities held by a Fund clients account is also
restricted. The above examples are subject to certain exceptions and they do not represent all of the trading restrictions and policies set forth by the code of ethics. The code of ethics is on file with the SEC and can be reviewed and copied at the
SECs Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. The code of ethics is also
available on the EDGAR Database on the SECs Internet site at http://www.sec.gov, and copies of the code of ethics may be obtained, after paying a duplicating fee, by electronic request at the following
E-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C. 20549-0102.
Joint Code of Ethics for Chief Executive and Senior Financial Officers
The Fund and the Investment Adviser have adopted a joint Code of Ethics that serves as a code of conduct. The Code of Ethics sets forth
policies to guide the chief executive and senior financial officers in the performance of their duties. The code of ethics is on file with the SEC and can be reviewed and copied at the SECs Public Reference Room in Washington, D.C., and
information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090. The Code of Ethics is also available on the EDGAR Database on the SECs Internet site (http://www.sec.gov), and copies of the Code
of Ethics may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section,
Washington, D.C. 20549-0102.
Financial Statements
The audited financial statements included in the annual report to the Funds shareholders for the year ended December 31, 2018, together
with the report of PricewaterhouseCoopers LLP are incorporated herein by reference to the Funds annual report to shareholders. All other portions of the annual report to shareholders are not incorporated by reference and are not part of the
registration statement, the SAI, the Prospectus or any Prospectus Supplement.
42
APPENDIX A
GAMCO INVESTORS, INC. AND AFFILIATES
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 clients 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), Glass Lewis & Co., LLC (Glass Lewis) or 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 issuers Board of Directors and not contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuers Board of
Directors and is a non-controversial issue not covered by the Proxy Guidelines; or (3) the vote is contrary to the recommendations of the Board of Directors but is consistent with the Proxy Guidelines. In those instances, the Director of Proxy
Voting Services or the Chairman of the Committee may sign and date the proxy statement indicating how each issue will be voted.
All
matters identified by the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department as controversial, taking into account the recommendations of ISS, Glass Lewis 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
A-1
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 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 clients 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 may abstain with respect to those shares.
Specific to the
Gabelli ESG Fund, the Proxy Voting Committee will rely on the advice of the portfolio managers of the Gabelli ESG Fund to provide voting recommendations on the securities held in the portfolio.
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
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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. In these cases, the Advisers will look at Glass Lewis
or other third-party services for recommendations on how to vote. Other markets require the Advisers to provide local agents with power of attorney prior to implementing their respective voting instructions on the proxy. Although it is the
Advisers policies to vote the proxies for its clients for which they have proxy voting authority, in the case of issuers in non-US markets, we vote client proxies on a best efforts basis.
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 clients 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
Funds 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 SECs website at www.sec.gov.
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:
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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.
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Proxy cards which may be voted directly.
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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.
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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:
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When a solicitor has been retained, the solicitor is called. At the solicitors direction, the proxy is
faxed or sent electronically.
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In some circumstances VIFs can be faxed or sent electronically to Broadridge up until the time of the meeting.
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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:
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Banks and brokerage firms using the services at Broadridge:
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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.
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Banks and brokerage firms issuing proxies directly:
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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.
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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:
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Historical responsiveness to shareholders
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This may include such areas as:
Paying greenmail
Failure to adopt shareholder resolutions receiving a majority of shareholder votes
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Nominating committee in place
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Number of outside directors on the board
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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 boards historical
responsiveness to the rights of shareholders.
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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:
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Future use of additional shares
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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
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Amount of stock currently authorized but not yet issued or reserved for stock option plans
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Amount of additional stock to be authorized and its dilutive effect
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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 shareholders 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.
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Equal Access to the Proxy
The SECs 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.
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
mergers 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.
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In voting on this proposal for our non-ERISA clients, we will vote according to the clients
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 states
takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the companys 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:
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Management history of responsiveness to shareholders
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Other mitigating factors
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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:
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Dilution of voting power or earnings per share by more than 10%.
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Kind of stock to be awarded, to whom, when and how much.
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Amount of stock already authorized but not yet issued under existing stock plans.
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The successful steps taken by management to maximize shareholder value.
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Supermajority Vote Requirements
Supermajority vote requirements in a companys 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.
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Limit Shareholders Right to Act by Written Consent
Written consent allows shareholders to initiate and carry on a shareholder action without having to wait until the next annual meeting or to
call a special meeting. It permits action to be taken by the written consent of the same percentage of the shares that would be required to effect proposed action at a shareholder meeting.
Reviewed on a case-by-case basis.
Say-on-Pay / Say-When-on-Pay / Say-on-Golden-Parachutes
Required under the Dodd-Frank Act; these proposals are non-binding advisory votes on executive compensation. We will generally vote with
the Board of Directors recommendation(s) on advisory votes on executive compensation (Say-on-Pay), advisory votes on the frequency of voting on executive compensation (Say-When-on-Pay) and advisory votes relating to
extraordinary transaction executive compensation (Say-on-Golden-Parachutes). In those instances when we believe that it is in our clients best interest, we may abstain or vote against executive compensation and/or the
frequency of votes on executive compensation and/or extraordinary transaction executive compensation advisory votes.
Proxy Access
We generally believe that proxy access is a useful tool to promote board accountability by requiring that a companys proxy
materials contain not only the names of management nominees, but also any candidates nominated by long term shareholders holding at least a certain stake in the company. We will review proposals regarding proxy access on a case by case basis taking
into account the provisions of the proposal, the companys current governance structure, the successful steps taken by management to maximize shareholder value, as well as other applicable factors.
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