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As
filed with the Securities and Exchange Commission on August 16, 2024
Securities
Act File No. 333-280438
Investment Company Act File No. 811-21529
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Form
N-2
(Check
Appropriate Box or Boxes)
|
|
|
|
☒ |
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 |
|
☒ |
Pre-Effective
Amendment No. 1 |
|
☐ |
Post-Effective
Amendment No. |
and/or
|
☒ |
REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
|
☒ |
Amendment
No. 24 |
THE
GABELLI GLOBAL UTILITY & INCOME TRUST
(Exact
name of Registrant as specified in Charter)
One
Corporate Center, Rye, New York 10580-1422
(Address
of Principal Executive Offices)
Registrant’s
Telephone Number, including Area Code: (800) 422-3554
John
C. Ball
The
Gabelli Global Utility & Income Trust
One
Corporate Center
Rye,
New York 10580-1422
(914)
921-5070
(Name and Address of Agent for Service)
Copies
to:
|
|
|
Peter Goldstein,
Esq. |
Kevin T. Hardy,
Esq. |
Michael K. Hoffman |
The Gabelli Global
Utility & Income Trust |
Skadden, Arps, Slate, Meagher & Flom LLP |
Skadden, Arps, Slate, Meagher & Flom LLP |
One Corporate
Center |
320 South Canal
Street |
One Manhattan
West |
Rye, New York
10580-1422 |
Chicago, Illinois
60606 |
New York, New
York 10001 |
(914) 921-5100 |
(312) 407-0641
|
(212) 735-3406 |
Approximate
Date of Commencement of Proposed Public Offering: From time to time after the effective date of this Registration Statement.
☐ |
Check box if the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans. |
☑ |
Check box if any securities being registered
on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities
Act”), other than securities offered in connection with a dividend reinvestment plan. |
☑ |
Check box if this Form is a registration statement
pursuant to General Instruction A.2 or a post-effective amendment thereto. |
☐ |
Check box if this Form is a registration statement
pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act. |
☐ |
Check box if this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act. |
It
is proposed that this filing will become effective (check appropriate box):
☐ |
when declared effective pursuant to section
8(c) of the Securities Act |
If
appropriate, check the following box:
☐ |
This [post-effective] amendment designates a
new effective date for a previously filed [post-effective amendment] [registration statement]. |
☐ |
This
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities
Act registration statement number of the earlier effective registration statement for the same offering is: ______. |
☐ |
This
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is: ______. |
☐ |
This
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration
statement number of the earlier effective registration statement for the same offering is: ______. |
Check
each box that appropriately characterizes the Registrant:
☑ |
Registered Closed-End Fund (closed-end company
that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). |
☐ |
Business Development Company (closed-end company
that intends or has elected to be regulated as a business development company under the Investment Company Act. |
☐ |
Interval Fund (Registered Closed-End Fund or
a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
☑ |
A.2 Qualified (qualified to register securities
pursuant to General Instruction A.2 of this Form). |
☐ |
Well-Known Seasoned Issuer (as defined by Rule
405 under the Securities Act). |
☐ |
Emerging Growth Company (as defined by Rule
12b-2 under the Securities and Exchange Act of 1934). |
☐ |
If an Emerging Growth Company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
☐ |
New Registrant (registered or regulated under
the Investment Company Act for less than 12 calendar months preceding this filing). |
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.
Subject
to Completion
Preliminary
Prospectus dated August 16, 2024
BASE
PROSPECTUS
dated August , 2024
$150,000,000
The
Gabelli Global Utility & Income Trust
Common
Shares
Preferred
Shares
Notes
Subscription
Rights to Purchase Common Shares
Subscription
Rights to Purchase Preferred Shares
Subscription Rights to Purchase Common and Preferred Shares
Investment
Objective. The Gabelli Global Utility & Income Trust is a non-diversified, closed-end management investment company, organized
as a Delaware statutory trust, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Gabelli
Funds, LLC (the “Investment Adviser”) serves as investment adviser to the Fund. An investment in the Fund is not appropriate
for all investors.
The
Fund’s investment objective is to seek a consistent level of after-tax total return over the long-term with an emphasis
currently on qualifying dividends. No assurance can be given that the Fund will achieve its investment objective. The Fund will
attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in (i) equity
securities (including common stock, preferred stock, convertible stock and options on these securities) of domestic and foreign
companies involved to a substantial extent (i.e., at least 50% of the assets, gross income or net profits of a company is committed
to or derived from) in providing (a) products, services or equipment for the generation or distribution of electricity, gas or
water, (b) infrastructure operations such as airports, toll roads and municipal services and (c) telecommunications services such
as telephone, telegraph, satellite, cable, microwave, radiotelephone, mobile communication and cellular, paging, electronic mail,
videotext, voice communications, data communications and internet (collectively, the “Utilities Industry”) and (ii)
securities (including preferred and debt securities, as well as government obligations) of issuers that are expected to periodically
pay dividends or interest. The Fund’s 80% policy is not fundamental and shareholders will be notified if it is changed.
In addition, under normal market conditions, at least 25% of the Fund’s assets will consist of securities (including preferred
and debt securities) of domestic and foreign companies involved to a substantial extent in the Utilities Industry. The remaining
Fund assets will generally be invested in other securities that the Investment Adviser views as not being correlated with the
Fund’s Utilities Industry investments. Such investments may include convertible securities, securities of issuers subject
to reorganization or other risk arbitrage investments, certain derivative instruments including equity contract for difference
swap transactions, other debt securities (including obligations of the U.S. Government), and money market instruments. The Fund
may invest without limitation in securities of foreign issuers and will generally be invested in securities of issuers located
in at least three countries, including the United States. It is anticipated that, under normal market conditions, at least 40%
of the Fund’s assets will be invested in foreign securities. Foreign securities are securities of issuers based outside
the United States. The Fund considers an issuer to be based outside of the United States if (1) it is organized under the laws
of, or has a principal office located in, another country; (2) the principal trading market for its securities is in another country;
or (3) it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at least 50% of its total
assets, capitalization, gross revenue or profit from goods produced, services performed or sales made in another country. The
Fund may purchase sponsored American Depository Receipts (“ADRs”) or U.S. dollar denominated securities of foreign
issuers, which will be considered foreign securities for purposes of the Fund’s investment policies. Typically, the Fund
will not hold any foreign securities of emerging market issuers and, if it does, such securities are not expected to comprise
more than 10% of the Fund’s managed assets. The Fund expects to invest in securities across all market capitalization ranges.
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. Securities rated below investment grade, 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 Moody’s or unrated securities considered by the Investment Adviser to be of comparable quality,
are commonly referred to as “junk bonds” or “high yield” securities.
We
may offer, from time to time, in one or more offerings, our common and/or fixed rate preferred shares, each with a par value $0.001
per share (together, “shares”), our promissory notes (“notes”), and/or our subscription rights to purchase
our common and/or fixed rate preferred shares, which we refer to collectively as the “securities.” Securities 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 securities.
Our
securities 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 securities, 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. The Prospectus Supplement relating to any sale
of notes will set forth the principal amount, interest rate, interest payment dates, maturities, prepayment protection (if any)
and other matters. The Prospectus Supplement relating to any offering of subscription rights will set forth the number of common
and/or preferred shares issuable upon the exercise of each right and the other terms of such rights offering. We may offer subscription
rights for common shares, preferred shares or common and preferred shares. We may not sell any of our securities through agents,
underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering
of our securities.
Our
common shares are listed on the NYSE American LLC (the “NYSE American”) under the symbol “GLU.” On August 8, 2024, the last reported sale price of our common shares was $14.90.
The net asset value of the Fund’s common shares at the close of business on August 8, 2024, was $15.16
per share. Our Series A Cumulative Puttable and Callable Preferred Shares (“Series A Preferred Shares”) and Series B
Cumulative Puttable and Callable Preferred Shares (“Series B Preferred Shares”) are listed on the NYSE American under
the symbol “GLU Pr A” and “GLU Pr B,” respectively. On August 8, 2024, the last reported sales price per
share of each of Series A Preferred Shares and Series B Preferred Shares was $53.97
and $50.35,
respectively.
Shares
of closed-end funds often 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 Fund’s securities involves risks. See “Risk Factors and Special Considerations” beginning on page 13
and “Additional Fund Information—Risk Factors and Special Considerations” in the Fund’s Annual Report
for factors that should be considered before investing in securities of the Fund, including risks related to a leveraged capital
structure.
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 securities 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 securities, and retain it for future reference.
A Statement of Additional Information, dated August , 2024, containing
additional information about the Fund, has been filed with the SEC 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 37 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 SEC’s 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 Fund’s website.
Our
securities 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
PROSPECTUS
SUMMARY
This
is only a summary. This summary may not contain all of the information that you should consider before investing in our securities.
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 13, the applicable prospectus
supplement thereto and the Statement of Additional Information, dated August ,
2024 (the “SAI”).
|
|
|
The Fund |
|
The Gabelli Global
Utility & Income Trust is a closed-end, non-diversified management investment company organized as a Delaware statutory
trust on March 8, 2004. Throughout this Prospectus, we refer to The Gabelli Global Utility & Income Trust as the “Fund”
or as “we.” See “The Fund” in the Prospectus. |
|
|
|
|
|
The
Fund’s outstanding common shares, par value $0.001 per share, are listed on the NYSE American LLC (“NYSE
American”) under the symbol “GLU,” and the Fund’s outstanding Series A Cumulative Puttable and Callable
Preferred Shares (the “Series A Preferred Shares”) and Series B Cumulative Puttable and Callable Preferred Shares (the
“Series B Preferred Shares”) are listed on the NYSE American under the symbol “GLU Pr A” and “GLU Pr
B,” respectively. On August 8, 2024, the last reported sale price of our common shares was $14.90.
The net asset value of the Fund’s common shares at the close of business on August 8, 2024 was $15.16
per share. As of December 31, 2023, the net assets of the Fund attributable to its common shares were $88,750,370. As of August 8,
2024, the Fund had outstanding 5,968,911
common shares; 18,314
Series A Preferred Shares at a liquidation value of $50
per share; and 624,609
Series B Preferred Shares at a liquidation value of $50
per share. The Series A Preferred Shares and the Series B Preferred Shares have the same seniority with respect to distributions and
liquidation preference. |
|
|
|
The Offering |
|
We may offer,
from time to time, in one or more offerings, our common and/or fixed rate preferred shares, $0.001 par value per share, our
notes, or our subscription rights to purchase our common or fixed rate preferred shares or both, which we refer to collectively
as the “securities.” The securities 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 common share of the Fund will not
be less than the net asset value per common share at the time we make the offering, exclusive of any underwriting commissions
or discounts, provided that transferable rights offerings that meet certain conditions may be offered at a price below the
then current net asset value per common share of the Fund. See “Rights Offerings” in the Prospectus. You should
read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our securities. Our securities
may be offered directly to one or more purchasers, through agents designated from time to time by us, 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. The Prospectus Supplement relating to any
sale of notes will set forth the principal amount, interest rate, interest payment dates, maturities, prepayment protection
(if any), and other matters. The Prospectus Supplement relating to any offering of subscription rights will set forth the
number of common and/or preferred shares issuable upon the exercise of each right and the other terms of such rights offering. |
|
|
|
|
|
While the aggregate
number and amount of securities we may issue pursuant to this registration statement is limited to $150,000,000 of securities,
our Board of Trustees (each member a “Trustee,” and collectively, the “Board” or the “Board
of Trustees”) may, without any action by the shareholders, amend our Second Amended and Restated Agreement and Declaration
of Trust (“Agreement and Declaration of Trust”) from time to time to increase or decrease the aggregate number
of shares or the number of shares of any class or series that we have authority to issue. We may not sell any of our securities
through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the
particular offering. |
Investment Objective and Policies |
|
The
Fund’s investment objective is to seek a consistent level of after-tax total return over the long-term with an emphasis
currently on qualifying dividends.
The
Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its
assets in (i) equity securities (including common stock, preferred stock, convertible stock and options on these securities)
of domestic and foreign companies involved to a substantial extent (i.e., at least 50% of the assets, gross income or
net profits of a company is committed to or derived from) in providing (a) products, services or equipment for the generation
or distribution of electricity, gas or water, (b) infrastructure operations such as airports, toll roads and municipal
services and (c) telecommunications services such as telephone, telegraph, satellite, cable, microwave, radiotelephone,
mobile communication and cellular, paging, electronic mail, videotext, voice communications, data communications and internet
(collectively, the “Utilities Industry”) and (ii) securities (including preferred and debt securities, as
well as government obligations) of issuers that are expected to periodically pay dividends or interest. The Fund’s
80% policy is not fundamental and shareholders will be notified if it is changed. In addition, under normal market conditions,
at least 25% of the Fund’s assets will consist of securities (including preferred and debt securities) of domestic
and foreign companies involved to a substantial extent in the Utilities Industry. The remaining Fund assets will generally
be invested in other securities that the Investment Adviser views as not being correlated with the Fund’s Utilities
Industry investments. Such investments may include convertible securities, securities of issuers subject to reorganization
or other risk arbitrage investments, certain derivative instruments including equity contract for difference swap transactions,
other debt securities (including obligations of the U.S. Government), and money market instruments. The Fund may invest
without limitation in securities of foreign issuers and will generally be invested in securities of issuers located in
at least three countries, including the United States. It is anticipated that, under normal market conditions, at least
40% of the Fund’s assets will be invested in foreign securities. Foreign securities are securities of issuers based
outside the United States. The Fund considers an issuer to be based outside of the United States if (1) it is organized
under the laws of, or has a principal office located in, another country; (2) the principal trading market for its securities
is in another country; or (3) it (directly or through its consolidated subsidiaries) derived in its most current fiscal
year at least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed
or sales made in another country. The Fund may purchase sponsored American Depository Receipts (“ADRs”) or
U.S. dollar denominated securities of foreign issuers, which will be considered foreign securities for purposes of the
Fund’s investment policies. Typically, the Fund will not hold any foreign securities of emerging market issuers
and, if it does, such securities are not expected to comprise more than 10% of the Fund’s managed assets. The Fund
expects to invest in securities across all market capitalization ranges. 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. Securities rated below
investment grade, 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 Moody’s or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly
referred to as “junk bonds” or “high yield” securities. No assurance can be given that the Fund
will achieve its investment objective. See “Investment Objective and Policies” in the Prospectus.
The
Fund is intended for investors seeking a consistent level of after-tax total return consisting of income (with a current emphasis
on qualifying dividends) and long-term capital gain. It is not intended for those who wish to play short-term swings in the stock
market. |
Investment
Adviser |
|
Gabelli
Funds, LLC, a New York limited liability company, with offices at One Corporate Center, Rye, New York 10580-1422, serves as investment
adviser to the Fund (the “Investment Adviser”). The Investment Adviser’s investment philosophy with respect
to selecting investments in the Utilities Industry is to emphasize quality. The Investment Adviser will seek companies that have
proven dividend records and sound financial structures. In addition, in making stock selections, the Fund’s Investment Adviser
looks for securities that have a superior yield, as well as capital gains potential. The Investment Adviser seeks to identify
assets that are selling in the public market at a discount to their private market value. The Investment Adviser defines private
market value as the value informed purchasers are willing to pay to acquire assets with similar characteristics. The Investment
Adviser also normally evaluates an issuer’s free cash flow and long-term earnings trends. Finally, the Investment Adviser
looks for a catalyst, something indigenous to the company, its industry or country that will surface additional value. |
|
|
|
Preferred Shares |
|
The terms of
each series of preferred shares may be fixed by the Board and may materially limit and/or qualify the rights of holders of
the Fund’s common shares. If the Fund’s Board determines that it may be advantageous to the holders of the Fund’s
common shares for the Fund to utilize additional leverage, the Fund may issue additional series of fixed rate preferred shares
in addition to the currently outstanding Series A Preferred Shares and Series B Preferred Shares. Any fixed rate preferred
shares issued by the Fund will pay distributions at a fixed rate. 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 “Additional Fund Information—Risk Factors
and Special Considerations—Special Risks to Holders of Common Shares—Leverage Risk” in the Fund’s
annual report to shareholders on Form N-CSR for the fiscal year ended December 31, 2023 (the “Annual Report”).
The Fund may also determine in the future to issue other forms of senior securities, such as securities representing debt,
subject to the limitations of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund may also
borrow money, to the extent permitted by the 1940 Act. |
Dividends and
Distributions |
|
Preferred
Shares Distributions. In accordance with the Fund’s Governing Documents
(as defined below) and as required by the 1940 Act, all preferred shares of the Fund must
have the same seniority with respect to distributions. Accordingly, no complete distribution
due for a particular dividend period will be declared or paid on any series of preferred
shares of the Fund for any dividend period, or part thereof, unless full cumulative dividends
and distributions due through the most recent dividend payment dates for all series of
outstanding preferred shares of the Fund are declared and paid. If full cumulative distributions
due have not been declared and made on all outstanding preferred shares of the Fund, any
distributions on such preferred shares will be made 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. As used herein, “Governing
Documents” means the Fund’s Agreement and Declaration of Trust and By-Laws,
together with any amendments or supplements thereto, including any Statement of Preferences
establishing a series of preferred shares.
The
distributions to the Fund’s preferred shareholders for the fiscal year ended December 31, 2023, were comprised of
net investment income. The Fund’s annualized distributions may in the future contain 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. The composition of each distribution is estimated based on the earnings of the Fund as
of the record date for each distribution. The actual composition of each of the current year’s distributions will
be based on the Fund’s investment activity through the end of the calendar year. In addition, any amount treated
as a tax free return of capital will reduce a shareholder’s adjusted tax basis in its shares, thereby increasing
the shareholder’s potential taxable gain or reducing the potential taxable loss on the sale of the shares.
Distributions
on fixed rate preferred shares, at the applicable annual rate of the per share liquidation preference, are cumulative
from the original issue date and are payable, when, as and if declared by the Board, out of funds legally available therefor.
The holders of auction rate preferred shares are entitled to receive cash distributions, based on the applicable per share
liquidation preference, that vary from dividend period to dividend period.
Common
Shares Distributions. In order to allow its common shareholders to realize a predictable, but not assured, level
of cash flow and some liquidity periodically on their investment without having to sell shares, the Fund has adopted a
managed distribution policy of paying, on a monthly basis, a minimum distribution at an annual rate equal to 6% of the
Fund’s initial public offering price of $20.00 per common share. Pursuant to this policy, the Fund intends to pay
a distribution of $0.10 per share each month and, if necessary, an adjusting distribution in December which includes any
additional income and realized net capital gains in excess of the monthly distributions for that year to satisfy the minimum
distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”), to maintain its status
as a “regulated investment company” under Subchapter M of the Code (“RIC”) and avoid paying U.S.
federal excise tax. 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. See “Taxation” in the Prospectus.
Under
the Fund’s distribution policy, the Fund declares and pays monthly distributions from net investment income, capital gains,
and paid-in capital. The actual source of the distribution is determined after the end of the year. If the Fund does not generate
sufficient earnings (dividends and interest income and realized net capital gain) equal to or in excess of the aggregate distributions
paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return
of capital to the extent of the shareholder’s tax basis in the shares (reducing the basis accordingly) and as capital gains
thereafter. Since a return of capital is considered a return of a portion of a shareholder’s original investment, it is
generally not taxable and is treated as a reduction in the shareholder’s cost basis, thereby increasing the shareholder’s
potential taxable gain or reducing the potential taxable loss on the sale of the shares. In determining the extent to which a
distribution will be treated as being made from the Fund’s earnings and profits, earnings and profits will be allocated
on a pro rata basis first to distributions with respect to preferred shares, and then to the Fund’s common shares. Under
federal tax regulations, some or all of the return of capital distributed by the Fund may be taxable as ordinary income in certain
circumstances. This may occur when the Fund has a capital loss carry forward, net capital gains are realized in a fiscal year,
and distributions are made in excess of investment company taxable income. |
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Distributions
sourced from paid-in capital should not be considered as the dividend yield or total return
of an investment in the Fund. 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.
For
the fiscal year ended December 31, 2023, the Fund made distributions of $1.20 per common share, approximately $0.97 of which
constituted return of capital. A portion of the Fund’s common share distributions for many years has included a return of
capital. When the Fund makes distributions consisting of returns of capital, such distributions may further decrease the
Fund’s total assets and, therefore have the likely effect of increasing the Fund’s expense ratio as the Fund’s
fixed expenses will become a larger percentage of the Fund’s 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.
The
Fund’s distribution policy, including its policy to pay monthly distributions and the annualized amount that the
Fund seeks to distribute, may be modified from time to time by the Board as it deems appropriate, including in light of
market and economic conditions and the Fund’s 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 Fund’s periodic
shareholder reports.
Limitations
on Distributions. If at any time the Fund has borrowings outstanding, the Fund will be prohibited from paying any distributions
on any of its common shares (other than in additional shares) and from repurchasing any of its common shares or preferred shares,
unless the value of its total assets, less certain ordinary course liabilities, exceed 300% of the amount of the debt outstanding
and exceed 200% of the sum of the amount of debt and preferred shares outstanding. In addition, in such circumstances the Fund
will be prohibited from paying any distributions on its preferred shares unless the value of its total assets, less certain ordinary
course liabilities, exceed 200% of the amount of debt outstanding. |
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Indebtedness |
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Under applicable
state law and our Agreement and Declaration of Trust, we may borrow money without prior approval of holders of common and
preferred shares. We may issue debt securities, including notes, or other evidence of indebtedness and may secure any such
notes or borrowings by mortgaging, pledging or otherwise subjecting as security our assets to the extent permitted by the
1940 Act or rating agency guidelines. Any borrowings, including without limitation any notes, will rank senior to the preferred
shares and the common shares. The Prospectus Supplement will describe the interest payment provisions relating to notes. Interest
on notes will be payable when due as described in the related Prospectus Supplement. If we do not pay interest when due, it
will trigger an event of default and we will be restricted from declaring dividends and making other distributions with respect
to our common shares and preferred shares. |
Derivatives Transactions |
|
The
Fund may engage in certain derivatives transactions that have economic characteristics
similar to leverage. Rule 18f-4 under the 1940 Act (the “Derivatives Rule”)
permits the Fund to enter into derivatives transactions and certain other transactions
notwithstanding the restrictions on the issuance of “senior securities” under
Section 18 of the 1940 Act. The Derivatives Rule requires registered investment companies
that enter into derivatives transactions and certain other transactions that create future
payment or delivery obligations to, among other things, (i) comply with a value-at-risk
leverage limit, and (ii) adopt and implement a derivatives risk management program, unless
the Fund qualifies as a “limited derivatives user,” which the Derivatives Rule
defines as a fund that limits its derivatives exposure (excluding certain derivative transactions
used to hedge currency and interest rate risks) to 10% of its net assets. The Derivatives
Rule requires a limited derivatives user to adopt policies and procedures to manage its
aggregate derivatives risk. The Fund currently qualifies, and intends to continue to qualify,
as a limited derivatives user and has adopted policies and procedures designed to manage
its derivatives risk in accordance with the Derivatives Rule. In the event that the Fund
no longer qualifies as a limited derivatives user, the Fund will comply with the value-at-risk
leverage limit and adopt and implement a derivatives risk management program in accordance
with the Derivatives Rule. See “Additional Fund Information—Risk Factors and
Special Considerations—Special Risks Related to Investment in Derivatives”
in the Annual Report.
Because
derivative transactions in which the Fund may engage may involve instruments that are not traded on an Exchange or cleared through
a central counterparty but are instead traded between counterparties based on contractual relationships, the Fund is subject to
the risk that a counterparty will not perform its obligations under the related contracts. Additionally, although both over the
counter (“OTC”) and exchange-traded derivatives markets may experience a lack of liquidity, OTC non-standardized derivative
transactions are generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets may be due
to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators,
government regulation and intervention, and technical and operational or system failures. The use of derivative transactions also
presents certain tax risks depending on the character of income, gain, loss and deduction related to the instrument (ordinary
vs. capital) and the timing of recognition of income, gain, loss and deduction. While hedging can reduce or eliminate losses arising
from derivative transactions, 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 assurances that the Fund’s hedging transactions will be
effective. |
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Use of Proceeds |
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The
Fund will use the net proceeds from the offering to purchase portfolio securities in accordance
with its Investment Objective and Policies. The Investment Adviser anticipates that the
investment of the proceeds will be made 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 Fund’s 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 proceeds to be identified in any relevant Prospectus Supplement may be
used to pay distributions in accordance with the Fund’s distribution policy.
The
Fund may also use the net proceeds from the offering to call, redeem or repurchase shares of its Series A Preferred Shares
or Series B Preferred Shares, as applicable. To the extent permitted by the 1940 Act and Delaware law, the Fund may at
any time upon notice redeem the Series A Preferred Shares in whole or in part at a price equal to the $50 liquidation
preference per share plus accumulated but unpaid dividends through the date of redemption. The distribution rate on the
Series A Preferred Shares is 3.80%, and the distribution rate on the Series B Preferred Shares is 5.20%. See “Description
of the Securities—Preferred Shares” in the Prospectus for a definition of “Year 1,” “Year
2” and “Year 3.”
See
“Use of Proceeds” in the Prospectus. |
Exchange Listing |
|
The Fund’s
common shares are listed on the NYSE American under the trading or “ticker” symbol “GLU.” The Fund’s
Series A Preferred Shares are listed on the NYSE American under the ticker symbol “GLU Pr A,” and the Fund’s
Series B Preferred Shares are listed on the NYSE American under the ticker symbol “GLU Pr B.” See “Description
of the Securities” in the Prospectus. The Fund’s common shares have historically traded at a discount to the Fund’s
net asset value. Since the Fund commenced trading on the NYSE American, the Fund’s common shares have traded at a maximum
discount to net asset value of (19.77)% and a maximum premium of 6.13%. |
Risk
Factors and Special Considerations |
|
Risk
is inherent in all investing and you could lose all or any portion of the amount you invest
in our securities. Therefore, before investing in our securities, you should consider the
risks described in this Prospectus, the Fund’s Annual Report and any Prospectus Supplement
carefully. The following is only a summary of certain risks of investing in the Fund described
in more detail in the Fund’s Annual Report and elsewhere in this Prospectus and any
applicable Prospectus Supplement. Before you invest, you should read the full summary of
the risks of investing in the Fund, beginning on page 13 this Prospectus
under the heading “Risk Factors and Special Considerations,” in any accompanying
Prospectus Supplement, and under the heading “Additional Fund Information –
Risk Factors and Special Considerations” in the Fund’s Annual Report.
The
Fund invests in foreign and domestic companies involved in the Utilities Industry and, as a result, the value of the common
shares will be more susceptible to factors affecting those particular types of companies, including governmental regulation,
inflation, cost increases in fuel and other operating expenses, technological innovations that may render existing products
and equipment obsolete and increasing interest rates resulting in high interest costs on borrowings needed for product
development, infrastructure and capital construction programs, including costs associated with compliance with environmental
and other regulations.
Risks
related to the Fund’s portfolio investments include risks related to:
● equity risk;
● merger arbitrage;
● investing in common stock, preferred stock, fixed-income securities, corporate bonds, non-investment grade securities, and restricted
and illiquid securities;
● investing in the direct obligations of the government of the United States or its agencies;
● investing in securities of foreign issuers;
●
use of financial leverage; and
● derivative transactions.
Special
risks to investors in the Fund’s common shares include risks relating to the Fund’s common share distribution
policy, dividends and use of leverage, the common shares’ market price and liquidity, dilution and portfolio turnover.
Special
risks to investors in the Fund’s preferred shares include risks relating to the preferred shares’ market price
and liquidity, distributions on the preferred shares, redemption, reinvestment and subordination.
Special
risks to investors in the Fund’s notes include risks relating to the notes’ liquidity, market price (if traded)
and terms of redemption.
Special
risks to investors in the Fund’s preferred shares and notes include risks relating to common share repurchases,
common share distributions and credit quality ratings.
Special
risks to holders of the Fund’s subscription rights include risks relating to dilution, market price for subscription
rights and the value of the rights.
Other
general risks include risks related to:
● the
Fund’s classification as a “non-diversified” investment company, long term investment horizon, management and
dependence on key personnel;
● market
risks, market disruptions and geopolitical events, economic events and market events, government intervention in the financial
markets, and inflation;
● the
anti-takeover provisions in the Fund’s Governing Documents; and
● the
Fund’s status as a RIC for U.S. federal income tax purposes. |
Management and
Fees |
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Gabelli
Funds, LLC serves as the Fund’s Investment Adviser’s and is compensated for
its services and its related expenses at an annual rate of 0.50% of the Fund’s average
weekly net assets, plus assets attributable to any outstanding senior securities, with
no deduction for the liquidation preference of any outstanding preferred shares or the
principal amount of any outstanding notes. The Fund’s assets for purposes of calculating
the level of the management fee will include assets attributable to any outstanding senior
securities, such as preferred shares (including the aggregate liquidation preference of
any preferred shares and accumulated dividends, if any), or indebtedness, such as notes
(including the aggregate principal amount of any such debt securities, plus accrued and
unpaid interest thereon), as well as assets attributable to derivatives transactions or
other investment management techniques, if any, which have the effect of leveraging the
common shares. Consequently, since the Fund has preferred shares outstanding, and may invest
in derivatives and use other investment management techniques that involve leverage the
investment management fees and other expenses as a percentage of net assets attributable
to common shares may be higher than if the Fund did not utilize a leveraged capital structure
or engage in transactions that leverage the common shares.
Because
the investment advisory fees are based on a percentage of assets, which include assets attributable to the Fund’s
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 Fund’s use 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, and the Board seeks to manage the Investment Adviser’s potential conflict
of interest by retaining the final decision on these matters and by periodically reviewing the Fund’s performance
and use of leverage.
See
“Management of the Fund” in the Prospectus. |
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Repurchase
of Common Shares
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The Board has authorized the Fund to consider
the repurchase of its common shares in the open market when the common shares are trading at a discount of 10% or more from
net asset value (or such other percentage as the Board may determine from time to time). Although the Board has authorized
such repurchases, the Fund is not required to repurchase its common shares. During the years ended December 31, 2023 and 2022,
the Fund did not repurchase and retire any shares in the open market. Any repurchases are subject to certain notice and other
requirements under the 1940 Act. See “Repurchase of Common Shares” in the Prospectus. |
Anti-Takeover
Provisions |
|
Certain
provisions of 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;
an affirmative vote or consent of 66-2/3% of the outstanding shares entitled to vote is
required for the conversion of the Fund from a closed-end to an open-end investment company
or for the authorization of certain transactions between the Fund and a beneficial owner
of 10% or more of the Fund’s outstanding shares, unless such action has been previously
approved by both two-thirds of the Board and two-thirds of the Trustees who are not “interested
persons” of the Fund (as defined in the 1940 Act), in which case, an affirmative
vote of a majority of the outstanding voting securities (as defined in the 1940 Act) is
required; advance notice to the Fund of any shareholder proposal is required; 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 the qualifications
required of potential nominees to the Board; and Trustee nominees in contested elections
must be elected by a majority of the outstanding shares.
The
Fund is organized as a Delaware statutory trust and thus is subject to the control share acquisition statute contained
in Subchapter III of the Delaware Statutory Trust Act (the “DSTA Control Share Statute”). The DSTA Control
Share Statute applies to any closed-end investment company organized as a Delaware statutory trust and listed on a national
securities exchange, such as the Fund. The DSTA Control Share Statute became automatically applicable to the Fund on August
1, 2022. The DSTA Control Share Statute provides for a series of voting power thresholds above which shares are considered
“control beneficial interests” (referred to herein as “control shares”). Once a threshold is reached,
an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares acquired
in excess of that threshold (i.e., the “control shares”) unless approved by shareholders of the Fund or exempted
by the Board. Approval by the shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast
on the matter, excluding shares held by the acquirer and its associates as well as shares held by certain insiders of
the Fund. Further approval by the Fund’s shareholders would be required with respect to additional acquisitions
of control shares above the next applicable threshold level. The Board is permitted, but not obligated to, exempt specific
acquisitions or classes of acquisitions of control shares, either in advance or retroactively.
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 the Fund’s 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 Fund’s
Governing Documents” in the Prospectus. |
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Custodian |
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State Street
Bank and Trust Company (“State Street”), whose principal address is One Lincoln Street, Boston, Massachusetts
02111, serves as the custodian (the “Custodian”) of the Fund’s assets pursuant to a custody agreement. Under
the custody agreement, the Custodian holds the Fund’s 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. |
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Transfer Agent
and Dividend Disbursing Agent |
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Computershare
Trust Company, N.A. (“Computershare”), whose principal address is 150 Royall Street, Canton, Massachusetts 02021,
serves as the Fund’s dividend disbursing agent, as agent under the Fund’s automatic dividend reinvestment and
voluntary cash payment plans and as transfer agent and registrar with respect to the common shares and preferred shares of
the Fund. |
SUMMARY
OF FUND EXPENSES
The
information contained under the heading “Additional Fund Information—Summary of Fund Expenses” in the Fund’s
Annual Report is incorporated herein by reference.
Price
Range of Common Shares
The
information contained under the heading “Additional Fund Information—Summary of Fund Expenses—Market, Net Asset
Value Information and Unresolved Staff Comments” in the Annual Report is incorporated herein by reference. The following
table sets forth for the quarters indicated, the high and low sale prices on the NYSE per share of our common shares and the net
asset value and the premium or discount from net asset value per share at which the common shares were trading, expressed as a
percentage of net asset value, at each of the high and low sale prices provided.
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Market Price | |
Corresponding Net Asset Value (“NAV”) Per Share | |
Corresponding Premium or Discount as a % of NAV |
Quarter Ended | | |
High | |
Low | |
High | |
Low | |
High | |
Low |
March 31, 2024 | | |
$14.58 | |
$13.00 | |
$14.92 | |
$14.13 | |
(2.28)% | |
(8.00)% |
June 30, 2024 | | |
$14.94 | |
$13.35 | |
$14.82 | |
$13.94 | |
0.81% | |
(4.23)% |
FINANCIAL
HIGHLIGHTS
The
information contained under the headings “Financial Highlights” and “Additional Fund Information—Summary of
Fund Expenses—Selected data for a common share outstanding throughout each year” in the Annual
Report is incorporated herein by reference. The financial highlights table is intended to help you understand the Fund’s
financial performance. The information in this table for the past five years is derived from the Fund’s financial statements
audited by PricewaterhouseCoopers LLP, independent registered public accounting firm for the Fund, whose report on such financial
statements, together with the financial statements of the Fund, are included in the Fund’s Annual
Report and are incorporated by reference herein.
SENIOR
SECURITIES
The
information contained under the headings “Financial Highlights” and “Additional Fund Information—Summary of
Fund Expenses—Selected data for a common share outstanding throughout each year” in the Annual
Report is incorporated herein by reference. The information contained under such headings in the Annual
Report concerning the Fund’s outstanding senior securities for the fiscal years ended December 31, 2023, December 31,
2022, December 31, 2021, December 31, 2020 and December 31, 2019 is derived from the Fund’s financial statements audited
by PricewaterhouseCoopers LLP, independent registered public accounting firm for the Fund, whose report on such financial
statements, together with the financial statements of the Fund, are included in the Annual
Report and are incorporated by reference herein.
USE
OF PROCEEDS
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 Fund’s investment
objective 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 Fund’s 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
Supplement, may be used to pay distributions in accordance with the Fund’s 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.
The
Fund may also use the net proceeds from the offering to call, redeem or repurchase shares of its Series A Preferred Shares or
Series B Preferred Shares, as applicable. To the extent permitted by the 1940 Act and Delaware law, the Fund may at any time upon
notice redeem the Series A Preferred Shares in whole or in part at a price equal to the $50 liquidation preference per share plus
accumulated but unpaid dividends through the date of redemption. The distribution rate on the Series A Preferred Shares is 3.80%,
and the distribution rate on the Series B Preferred Shares is 5.20%.
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 March 8, 2004, pursuant to an Agreement and Declaration of Trust governed by the laws of the State
of Delaware. The Fund commenced its investment operations on May 28, 2004. The Fund’s principal office is located at One
Corporate Center, Rye, New York 10580-1422 and its telephone is (800) 422-3554.
INVESTMENT
OBJECTIVE AND POLICIES
Investment
Objective and Policies
The
Fund’s investment objective is to seek a consistent level of after-tax total return over the long-term with an emphasis
currently on qualifying dividends. The Fund will attempt to achieve its investment objective by investing, under normal market
conditions, at least 80% of its assets in (i) equity securities (including common stock, preferred stock, convertible stock and
options on these securities) of domestic and foreign companies involved to a substantial extent (i.e., at least 50% of the assets,
gross income or net profits of a company is committed to or derived from) in providing (a) products, services or equipment for
the generation or distribution of electricity, gas or water, (b) infrastructure operations such as airports, toll roads and municipal
services and (c) telecommunications services such as telephone, telegraph, satellite, cable, microwave, radiotelephone, mobile
communication and cellular, paging, electronic mail, videotext, voice communications, data communications and internet (collectively,
the “Utilities Industry”) and (ii) securities (including preferred and debt securities, as well as government obligations)
of issuers that are expected to periodically pay dividends or interest. The Fund’s 80% policy is not fundamental and shareholders
will be notified if it is changed. In addition, under normal market conditions, at least 25% of the Fund’s assets will consist
of securities (including preferred and debt securities) of domestic and foreign companies involved to a substantial extent in
the Utilities Industry. The remaining Fund assets will generally be invested in other securities that the Investment Adviser views
as not being correlated with the Fund’s Utilities Industry investments. Such investments may include convertible securities,
securities of issuers subject to reorganization or other risk arbitrage investments, certain derivative instruments including
equity contract for difference swap transactions, other debt securities (including obligations of the U.S. Government), and money
market instruments. The Fund may invest without limitation in securities of foreign issuers and will generally be invested in
securities of issuers located in at least three countries, including the United States. It is anticipated that, under normal market
conditions, at least 40% of the Fund’s assets will be invested in foreign securities. Foreign securities are securities
of issuers based outside the United States. The Fund considers an issuer to be based outside of the United States if (1) it is
organized under the laws of, or has a principal office located in, another country; (2) the principal trading market for its securities
is in another country; or (3) it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at
least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed or sales made in
another country. The Fund may purchase sponsored ADRs or U.S. dollar denominated securities of foreign issuers, which will be
considered foreign securities for purposes of the Fund’s investment policies. Typically, the Fund will not hold any foreign
securities of emerging market issuers and, if it does, such securities are not expected to comprise more than 10% of the Fund’s
managed assets. The Fund expects to invest in securities across all market capitalization ranges. 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. Securities rated
below investment grade, 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 Moody’s
or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly referred to as “junk
bonds” or “high yield” securities.
No
assurance can be given that the Fund’s investment objective will be achieved.
The
information contained under the heading “Additional Fund Information—Investment Objectives and Policies” in
the Fund’s Annual Report is incorporated herein by reference.
RISK
FACTORS AND SPECIAL CONSIDERATIONS
The
information contained under the heading “Additional Fund Information—Risk Factors and Special Considerations”
in the Fund’s Annual Report is incorporated herein by reference.
HOW
THE FUND MANAGES RISK
Investment
Restrictions
The
Fund has adopted certain fundamental investment policies designed to limit investment risk and maintain portfolio diversification.
These limitations are fundamental and may not be changed without the approval of holders of a majority, as defined in the 1940
Act, of the outstanding voting securities of the Fund (voting together as a single class). In addition, pursuant to the Statements
of Preferences of the Fund’s Series A Preferred Shares and Series B Preferred Shares, a majority, as defined in the 1940
Act, of the outstanding shares of the Fund (voting separately as a single class) is also required to change a fundamental policy.
See “Investment Restrictions” in the SAI and “Additional Fund Information—Investment Restrictions”
in the Annual Report for a complete list of the fundamental investment policies of the Fund. The Fund 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, if any.
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 periodically a variable rate payment that is intended to approximate the Fund’s
variable rate payment obligation on its borrowings (or the Fund’s 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 Fund’s
portfolio securities at that point in time, such a default could negatively affect the Fund’s 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 Fund’s
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 borrowings or 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 Fund’s 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 having a value at least equal to the
value of the Fund’s 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 objective and policies of the Fund is set forth in the SAI.
MANAGEMENT
OF THE FUND
The
information contained under the heading “Additional Fund Information—Management of the Fund” in the Fund’s
Annual Report and under the heading “Proposal: To Elect Four (4) Trustees of the Fund” in the Proxy
Statement is incorporated herein by reference.
PORTFOLIO
TRANSACTIONS
Principal
transactions are not entered into with affiliates of the Fund. However, G.research, LLC, 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 Fund’s brokerage allocation practices, see “Portfolio Transactions” in the
SAI.
DIVIDENDS
AND DISTRIBUTIONS
In
order to allow its common shareholders to realize a predictable, but not assured, level of cash flow and some liquidity periodically
on their investment without having to sell shares, the Fund has adopted a managed distribution policy of paying, on a monthly
basis, a minimum distribution at an annual rate equal to 6% of the Fund’s initial public offering price of $20.00 per common
share. Pursuant to this policy, the Fund intends to pay a distribution of $0.10 per share each month and, if necessary, an adjusting
distribution in December which includes any additional income and realized net capital gains in excess of the monthly distributions
for that year to satisfy the minimum distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”),
to maintain its status as a RIC under the Code and avoid paying U.S. federal excise tax. 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. See “Taxation.”
Under
the Fund’s distribution policy, the Fund declares and pays monthly distributions from net investment income, capital gains,
and paid-in capital. The actual source of the distribution is determined after the end of the year. If the Fund does not generate
sufficient earnings (dividends and interest income and realized net capital gain) equal to or in excess of the aggregate distributions
paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return
of capital to the extent of the shareholder’s tax basis in the shares (reducing the basis accordingly) and as capital gains
thereafter. Since a return of capital is considered a return of a portion of a shareholder’s original investment, it is
generally not taxable and is treated as a reduction in the shareholder’s cost basis, thereby increasing the shareholder’s
potential taxable gain or reducing the potential taxable loss on the sale of the shares. In determining the extent to which a
distribution will be treated as being made from the Fund’s earnings and profits, earnings and profits will be allocated
on a pro rata basis first to distributions with respect to preferred shares, and then to the Fund’s common shares. Under
federal tax regulations, some or all of the return of capital distributed by the Fund may be taxable as ordinary income in certain
circumstances. This may occur when the Fund has a capital loss carry forward, net capital gains are realized in a fiscal year,
and distributions are made in excess of investment company taxable income.
Distributions
sourced from paid-in capital should not be considered as the dividend yield or total return of an investment in the Fund. 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.
During
the fiscal year ended December 31, 2023, the Fund made distributions of $1.20 per common share, approximately $0.97 per common
share of which constituted a return of capital. A portion of the Fund’s common share distributions for many years has included
a return of capital. When the Fund makes distributions consisting of returns of capital, such distributions may further decrease
the Fund’s total assets and, therefore have the likely effect of increasing the Fund’s expense ratio as the Fund’s
fixed expenses will become a larger percentage of the Fund’s 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.
The
Fund’s distribution policy, including its policy to pay monthly distributions and the annualized amount that the Fund seeks
to distribute, may be modified from time to time by the Board as it deems appropriate, including in light of market and economic
conditions and the Fund’s 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 Fund’s periodic shareholder reports.
The
Fund, along with other closed-end registered investment companies advised by the Investment Adviser, is covered by an exemption
from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder permitting the Fund to make periodic distributions of long term capital
gains provided that any distribution policy of the Fund with respect to its common shares calls for periodic distributions in
an amount equal to a fixed percentage of the Fund’s average net asset value over a specified period of time or market price
per common share at or about the time of distribution or pay-out of a fixed dollar amount. The Fund’s current policy is
to make quarterly distributions to holders of its common shares. The exemption also permits the Fund to make such distributions
with respect to any preferred shares in accordance with such shares’ terms.
Limitations
on Distributions. If at any time the Fund has borrowings outstanding, the Fund will be prohibited from paying any distributions
on any of its common shares (other than in additional shares) and from repurchasing any of its common shares or preferred shares,
unless the value of its total assets, less certain ordinary course liabilities, exceed 300% of the amount of the debt outstanding
and exceed 200% of the sum of the amount of debt and preferred shares outstanding. In addition, in such circumstances the Fund
will be prohibited from paying any distributions on its preferred shares unless the value of its total assets, less certain ordinary
course liabilities, exceed 200% of the amount of debt outstanding.
AUTOMATIC
DIVIDEND REINVESTMENT AND VOLUNTARY CASH PURCHASE PLAN
The
information contained under the heading “Additional Fund Information—Automatic Dividend Reinvestment and Voluntary
Cash Purchase Plans” in the Fund’s Annual Report is incorporated herein by reference.
DESCRIPTION
OF THE SECURITIES
The
following is a brief description of the terms of the common and preferred shares, notes, and subscription rights. This description
does not purport to be complete and is qualified by reference to the Fund’s Governing Documents. For complete terms of the
common and preferred shares, please refer to the actual terms of such series, which are set forth in the Governing Documents.
For complete terms of the notes, please refer to the actual terms of such notes, which will be set forth in an Indenture relating
to such notes (the “Indenture”). For complete terms of the subscription rights, please refer to the actual terms of
such subscription rights which will be set forth in the subscription rights agreement relating to such subscription rights (the
“Subscription Rights Agreement”).
Common
Shares
The
Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to a Certificate of Trust dated as of
March 8, 2004. The Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.001 per
share. Each common share 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, it is not obligated
to do so. All common shares are equal as to distributions, assets and voting privileges and have no conversion, preemptive or
other subscription rights. The Fund will send annual and semi-annual reports, including financial statements, to all holders of
its shares. In the event of liquidation, each of the Fund’s common shares is entitled to its proportion of the Fund’s
assets after payment of debts and expenses and the amounts payable to holders of the Fund’s preferred shares ranking senior
to the Fund’s common shares as described below.
Offerings
of shares require approval by the Fund’s Board. Any additional offerings of shares will require approval by the Fund’s
Board. Any additional offering of common shares will be subject to the requirements of the 1940 Act, which provides that common
shares 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 Fund’s common shareholders.
The
Fund’s outstanding common shares are listed and traded on the NYSE American under the symbol “GLU.” The Fund’s
common shares have historically traded at a discount to the Fund’s net asset value. Since the Fund commenced trading on
the NYSE American, the Fund’s common shares have traded at a maximum discount to net asset value of (19.77)% and a maximum
premium of 6.13%. The average weekly trading volume of the common shares on the NYSE American trading during the period from January
1, 2023 through December 31, 2023 was 79,677 shares.
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.
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.
Subject
to the rights of the outstanding preferred shares, the Fund’s common shares vote as a single class on election of Trustees
and on additional matters with respect to which the 1940 Act, the Fund’s Declaration of Trust, By-Laws or resolutions adopted
by the Trustees provide for a vote of the Fund’s common shares. See “Anti-Takeover Provisions of the Fund’s
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 Fund’s common shares are trading at a discount from
net asset value of 10% 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 Fund’s expense ratio. During the years ended December 31, 2022 and 2023, the Fund did
not repurchase and retire any shares in the open market.
Book-Entry
The
common shares 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.
Preferred
Shares
The
Agreement and Declaration of Trust provides that the Board may authorize and issue senior securities with rights as determined
by the Board, by action of the Board without the approval of the holders of the common shares. Holders of common shares have no
preemptive right to purchase any senior securities that might be issued.
Currently,
an unlimited number of the Fund’s 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 Fund’s common shares. As of December 31, 2023, the Fund had outstanding 20,349 Series A
Preferred Shares and 744,411 Series B Preferred Shares.
Distributions
on the Series A Preferred Shares, which are fixed rate preferred shares, are cumulative from the date of original issuance thereof,
currently accumulate at annual rate of 3.8% of the liquidation preference of $50.00 per share, and are payable quarterly on March
26, June 26, September 26 and December 26 of each year. The Series A Preferred Shares are not rated by any rating agency. To the
extent permitted by the 1940 Act and Delaware law, the Fund may at any time upon notice redeem the Series A Preferred Shares in
whole or in part at a price equal to the liquidation preference per share plus accumulated but unpaid dividends through the date
of redemption. The Series A Preferred Shares are listed and traded on the NYSE American under the symbol “GLU Pr A.”
Distributions
on the Series B Preferred Shares, which are fixed rate preferred shares, currently accumulate at an annual rate of 5.20% of the
liquidation preference of $50 per share, are cumulative from the date of original issuance thereof, and are payable quarterly
on March 26, June 26, September 26 and December 26 of each year (each, a “Dividend Payment Date”). As used herein,
each period beginning on and including a Dividend Payment Date and ending on but excluding the next succeeding Dividend Payment
Date is referred to as a “Dividend Period.” The Dividend Period beginning on March 26, 2019, the date of original
issue, which constitutes the first Dividend Period, together with the next three Dividend Periods, are referred to herein as “Year
1,” the next four Dividend Periods are referred to as “Year 2,” and so on. The Series B Preferred Shares paid
distributions at an annualized rate of 7.00% on the $50 per share liquidation preference for the quarterly dividend periods ended
on or prior to December 26, 2019 (Year 1). During the last dividend period of Year 1, the Board determined that the dividend rate
for the next eight quarterly dividend periods (Year 2 and Year 3) would be 4.00%. During the last dividend period occurring in
Year 3, the Board determined that the dividend rate for all dividend periods thereafter will be 5.20%. The Series B Preferred
Shares are not rated by any rating agency.
The
Fund redeemed and retired 51,968 and 460,602 shares of Series B Preferred where shareholders properly submitted for redemption
during the 30 day period to each of December 26, 2021 and December 26, 2023 respectively. The Fund may redeem all or any part
of the Series B Preferred Shares, upon not less than 30 nor more than 60 days’ prior notice, at the Liquidation Preference,
plus any accumulated and unpaid dividends, at any time commencing on December 20, 2023 and thereafter, to the extent permitted
by the 1940 Act and Delaware law.
The
Series B Preferred Shares are listed and traded on the NYSE American under the symbol “GLU Pr B.”
If
the Fund publicly issues additional fixed rate preferred shares, it will pay dividends to the holders of the preferred shares
at a fixed rate, as described in a Prospectus Supplement accompanying each preferred share offering.
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 Fund’s creditors but before any distributions with respect to the Fund’s
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 share’s 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 Fund’s obligations with respect to any outstanding senior securities representing debt. 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 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 A Preferred Shares and the Series B Preferred Shares are not rated by Moody’s and/or Fitch
Ratings Inc. (“Fitch”) (or any other rating agency). Upon issuance, any new publicly issued series of preferred shares
may be rated by Moody’s or Fitch, in which case the following description of rating agency guidelines would become 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 A Preferred Shares and the Series B Preferred Shares. To the
extent any particular portfolio holding does not satisfy the applicable rating agency’s guidelines, all or a portion of
such holding’s value will not be included in the calculation of discounted value (as defined by such rating agency). The
Moody’s and Fitch guidelines would also impose certain diversification requirements and industry concentration limitations
on the Fund’s 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 Fund’s other liabilities (excluding dividends and other distributions payable on the Fund’s common shares)
and (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 Fund’s 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 Moody’s 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 Fund’s 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.
The
Fund may, but would not be required to, adopt any modifications to the rating agency guidelines that may be established by Moody’s
and Fitch (or such other rating agency then rating the preferred shares at the request of the Fund) following the issuance of
any such rated preferred shares. Failure to adopt any such modifications, however, may result in a change in the relevant rating
agency’s ratings or a withdrawal of such ratings altogether. In addition, any rating agency providing a rating for the preferred
shares at the request of the Fund may, at any time, change or withdraw any such rating. The Board, without further action by shareholders,
may amend, alter, add to or repeal any provision of a Statement of Preferences that have been adopted by the Fund pursuant to
rating agency guidelines if the Board determines that such amendments or modifications are necessary to prevent a reduction in,
or the withdrawal of, a rating of the preferred shares and are in the aggregate in the best interests of the holders of the preferred
shares. Additionally, the Board, without further action by the shareholders, may amend, alter, add to or repeal any provision
of a Statement of Preferences adopted pursuant to rating agency guidelines if the Board determines that such amendments or modifications
will not in the aggregate adversely affect the rights and preferences of the holders of any series of the preferred shares, provided
that the Fund has received advice from each applicable rating agency that such amendment or modification would not adversely affect
such rating agency’s then-current rating of such series of the Fund’s preferred shares.
As
described by Moody’s 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, inasmuch 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 Moody’s 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 Moody’s and Fitch for rating any preferred
shares.
Asset
Maintenance Requirements. In addition to the requirements summarized under, “—Rating Agency Guidelines”
above, the Fund must satisfy asset maintenance requirements under the 1940 Act with respect to its preferred shares. Under the
1940 Act, debt or additional preferred shares may be issued only if immediately after such issuance the value of the Fund’s
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 shares and debt outstanding.
The
Fund is and likely will be required under the Statement of Preferences of each series of preferred shares 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
by a specific time (generally within 60 calendar days or 49 calendar days), the Fund may, and in certain circumstances will be
required to, mandatorily redeem preferred shares sufficient to satisfy such asset coverage. See “—Redemption Procedures”
below.
Distributions.
Holders of any fixed rate preferred shares are or will be entitled to receive, when, as and if declared by the Board, out of funds
legally available therefor, cumulative cash distributions, at an annual rate set forth in the applicable Statement of Preferences
or Prospectus Supplement, payable with such frequency as set forth in the applicable Statement of Preferences or 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
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 or distributions and the distribution of assets upon liquidation), unless:
| ● | the
Fund has declared and paid (or provided to the relevant dividend paying agent) all cumulative
distributions on the Fund’s outstanding preferred shares due on or prior to the
date of such common shares dividend or distribution; |
| ● | the
Fund has redeemed the full number of preferred shares to be redeemed pursuant to any
mandatory redemption provision in the Fund’s Governing Documents; and |
| ● | after
making the distribution, the Fund meets applicable asset coverage requirements described
under “Preferred Shares—Asset Maintenance Requirements.” |
No
complete distribution due for a particular dividend period will be declared or made on any series of preferred shares for any
dividend period, or part thereof, unless full cumulative distributions due through the most recent dividend payment dates therefore
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 Fund’s obligation
to make distributions on the preferred shares will be subordinate to its obligations to pay interest and principal, when due,
on any senior securities representing debt.
Mandatory
Redemption Relating to Asset Coverage Requirements. The Fund may, at its option, consistent with the Governing Documents and
the 1940 Act, and in certain circumstances will be required to, mandatorily redeem preferred shares in the event that:
| ● | 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 specified period of time,
following such failure (60 calendar days in the case of the Series A Preferred Shares
and the Series B Preferred Shares); or |
| ● | the
Fund fails to maintain the asset coverage requirements as calculated in accordance with
any applicable rating agency guidelines as of any monthly valuation date (generally the
last business day of each month), and such failure is not cured on or before a specified
period of time after such valuation date (typically 10 business days). |
The
redemption price for preferred shares subject to mandatory redemption will generally be the liquidation preference, as stated
in the Statement of Preferences of each existing series of preferred shares or the Prospectus Supplement accompanying the issuance
of any series of 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 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 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 Fund’s 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 Fund’s discounted portfolio value (as determined in accordance with the applicable
rating agency 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 Fund’s outstanding preferred shares are to be redeemed, the Fund, at its discretion and subject to
the limitations of the Governing Documents, the 1940 Act, and applicable law, will select the one or more series of preferred
from which shares will be redeemed and the amount of preferred to be redeemed from each such series. If fewer than all shares
of a series of preferred 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 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. Fixed rate preferred shares are not subject to optional redemption by the Fund until the date, if any, specified
in the applicable Prospectus or Prospectus Supplement, unless such redemption is necessary, in the judgment of the Fund, to maintain
the Fund’s status as a RIC under the Code. 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 liquidation preference per
share plus accumulated and unpaid distributions (whether or not earned or declared) to the redemption date plus any premium specified
in or pursuant to the Statement of Preferences. Such redemptions are subject to the notice requirements set forth under “—
Redemption Procedures” below and the limitations of the Governing Documents, the 1940 Act and applicable law.
Redemption
Procedures. If the Fund determines or is required to redeem preferred shares, it will mail a notice of redemption to holders
of the shares to be redeemed. 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 dividends or distributions on the shares to be redeemed will cease to accumulate
on such redemption date, (vii) the provision of the Statement of Preferences under which the redemption is being made and (viii)
in the case of an optional redemption, 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
redemption date with respect to fixed rate preferred shares will not be fewer than 30 days nor more than 60 days (subject to NYSE
American requirements) after the date of the applicable notice of redemption. Preferred shareholders may receive shorter notice
in the event of a mandatory redemption.
The
holders of preferred shares will not have the right to redeem any of their shares at their option except to the extent specified
in the Statement of Preferences.
Liquidation
Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the holders of preferred
shares then outstanding 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 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 Fund’s Trustees, holders of the outstanding preferred shares, voting together as a single
class, will be entitled to elect two of the Fund’s 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 (i) adopt any plan of reorganization that would adversely affect the preferred shares, and (ii) take any action requiring a
vote of security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the Fund’s subclassification
as a closed-end investment company to an open-end company or changes in its fundamental investment restrictions. As a result of
these voting rights, the Fund’s 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 preferred shares (as defined
in the 1940 Act), voting as a separate class, will be required to amend, alter or repeal any of the provisions of the Statement
of Preferences so as to in the aggregate adversely affect the rights and preferences set forth in the Statement of Preferences.
The class vote 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.
The
foregoing voting provisions will not apply to any 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 Fund’s investment
objective, 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 Fund’s Governing
Documents and applicable law, and in the best interest of existing common shareholders.
Tenders
and Repurchases. In addition to the redemption provisions described herein, the Fund may also tender for or purchase preferred
shares (whether in private transactions or on the NYSE American) and the Fund may subsequently resell any shares so tendered for
or purchased, subject to the provisions of the Fund’s Governing Documents and the 1940 Act.
Book
Entry. Preferred shares may be held in the name of Cede & Co. as nominee for DTC. The Fund will treat Cede & Co. as
the holder of record of any preferred shares issued for all purposes in this circumstance. In accordance with the procedures of
DTC, however, purchasers of preferred shares whose preferred shares are held in the name of Cede & Co. as nominee for the
DTC will be deemed the beneficial owners of stock purchased for purposes of distributions, voting and liquidation rights.
Notes
General.
Under applicable state law and our Agreement and Declaration of Trust, we may borrow money without prior approval of holders of
common and preferred shares. We may also issue debt securities, including notes, or other evidence of indebtedness and may secure
any such notes or borrowings by mortgaging, pledging or otherwise subjecting as security our assets to the extent permitted by
the 1940 Act or rating agency guidelines. Any borrowings, including without limitation any notes, will rank senior to the preferred
shares and the common shares.
Under
the 1940 Act, we may only issue one class of senior securities representing indebtedness, which in the aggregate must have asset
coverage immediately after the time of issuance of at least 300%. So long as notes are outstanding, additional debt securities
must rank on a parity with notes with respect to the payment of interest and upon the distribution of our assets.
A
Prospectus Supplement relating to any notes will include specific terms relating to the offering. The terms to be stated in a
Prospectus Supplement will include the following:
| ● | the
form and title of the security; |
| ● | the
aggregate principal amount of the securities; |
| ● | the
interest rate of the securities; |
| ● | whether
the interest rate for the securities will be determined by auction or remarketing; |
| ● | the
maturity dates on which the principal of the securities will be payable; |
| ● | the
frequency with which auctions or remarketings, if any, will be held; |
| ● | any
changes to or additional events of default or covenants; |
| ● | any
minimum period prior to which the securities may not be called; |
| ● | any
optional or mandatory call or redemption provisions; |
| ● | the
credit rating of the notes; |
| ● | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the issuance of the notes; and |
| ● | any
other terms of the securities. |
Interest.
The Prospectus Supplement will describe the interest payment provisions relating to notes. Interest on notes will be payable when
due as described in the related Prospectus Supplement. If we do not pay interest when due, it will trigger an event of default
and we will be restricted from declaring dividends and making other distributions with respect to our common shares and preferred
shares.
Limitations.
Under the requirements of the 1940 Act, immediately after issuing any notes the value of our total assets, less certain ordinary
course liabilities, must equal or exceed 300% of the amount of the notes outstanding. Other types of borrowings also may result
in our being subject to similar covenants in credit agreements.
Additionally,
the 1940 Act requires that we prohibit the declaration of any dividend or distribution (other than a dividend or distribution
paid in Fund common or preferred shares or in options, warrants or rights to subscribe for or purchase Fund common or preferred
shares) in respect of Fund common or preferred shares, or call for redemption, redeem, purchase or otherwise acquire for consideration
any such fund common or preferred shares, unless the Fund’s notes have asset coverage of at least 300% (200% in the case
of a dividend or distribution on preferred shares) after deducting the amount of such dividend, distribution, or acquisition price,
as the case may be. These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in
consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended
to be publicly distributed; however, any such borrowings may result in our being subject to similar covenants in credit agreements.
Moreover, the Indenture related to the notes could contain provisions more restrictive than those required by the 1940 Act, and
any such provisions would be described in the related Prospectus Supplement.
Events
of Default and Acceleration of Maturity of Notes. Unless stated otherwise in the related Prospectus Supplement, any one of
the following events will constitute an “event of default” for that series under the Indenture relating to the notes:
| ● | default
in the payment of any interest upon a series of notes when it becomes due and payable
and the continuance of such default for 30 days; |
| ● | default
in the payment of the principal of, or premium on, a series of notes at its stated maturity; |
| ● | default
in the performance, or breach, of any covenant or warranty of ours in the Indenture,
and continuance of such default or breach for a period of 90 days after written notice
has been given to us by the trustee; |
| ● | certain
voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency
or other similar laws; |
| ● | if,
on the last business day of each of twenty-four consecutive calendar months, the notes
have a 1940 Act asset coverage of less than 100%; or |
| ● | any
other “event of default” provided with respect to a series, including a default
in the payment of any redemption price payable on the redemption date. |
Upon
the occurrence and continuance of an event of default, the holders of a majority in principal amount of a series of outstanding
notes or the trustee will be able to declare the principal amount of that series of notes immediately due and payable upon written
notice to us. A default that relates only to one series of notes does not affect any other series and the holders of such other
series of notes will not be entitled to receive notice of such a default under the Indenture. Upon an event of default relating
to bankruptcy, insolvency or other similar laws, acceleration of maturity will occur automatically with respect to all series.
At any time after a declaration of acceleration with respect to a series of notes has been made, and before a judgment or decree
for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding notes of that
series, by written notice to us and the trustee, may rescind and annul the declaration of acceleration and its consequences if
all events of default with respect to that series of notes, other than the non-payment of the principal of that series of notes
which has become due solely by such declaration of acceleration, have been cured or waived and other conditions have been met.
Liquidation
Rights. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets, or
(b) any liquidation, dissolution or other winding up of us, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities
of ours, then (after any payments with respect to any secured creditor of ours outstanding at such time) and in any such event
the holders of notes shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all
notes (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the notes, before the holders
of any of our common or preferred shares are entitled to receive any payment on account of any redemption proceeds, liquidation
preference or dividends from such shares. The holders of notes shall be entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other indebtedness of ours being subordinated to the payment
of the notes, which may be payable or deliverable in respect of the notes in any such case, proceeding, dissolution, liquidation
or other winding up event.
Unsecured
creditors of ours may include, without limitation, service providers including the Investment Adviser, Custodian, administrator,
auction agent, broker-dealers and the trustee, pursuant to the terms of various contracts with us. Secured creditors of ours may
include without limitation parties entering into any interest rate swap, floor or cap transactions, or other similar transactions
with us that create liens, pledges, charges, security interests, security agreements or other encumbrances on our assets.
A
consolidation, reorganization or merger of us with or into any other company, or a sale, lease or exchange of all or substantially
all of our assets in consideration for the issuance of equity securities of another company shall not be deemed to be a liquidation,
dissolution or winding up of us.
Voting
Rights. The notes have no voting rights, except as mentioned below and to the extent required by law or as otherwise provided
in the Indenture relating to the acceleration of maturity upon the occurrence and continuance of an event of default. In connection
with the notes or certain other borrowings (if any), the 1940 Act does in certain circumstances grant to the note holders or lenders
certain voting rights. The 1940 Act requires that provision is made either (i) that, if on the last business day of each
of twelve consecutive calendar months such notes shall have an asset coverage of less than 100%, the holders of such notes voting
as a class shall be entitled to elect at least a majority of the members of the Fund’s Trustees, such voting right to continue
until such notes shall have an asset coverage of 110% or more on the last business day of each of three consecutive calendar months,
or (ii) that, if on the last business day of each of twenty-four consecutive calendar months such notes shall have an asset
coverage of less than 100%, an event of default shall be deemed to have occurred. It is expected that, unless otherwise stated
in the related Prospectus Supplement, provision will be made that, if on the last business day of each of twenty-four consecutive
calendar months such notes shall have an asset coverage of less than 100%, an event of default shall be deemed to have occurred.
These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in consideration of any
loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed;
however, any such borrowings may result in our being subject to similar covenants in credit agreements. As reflected above, the
Indenture relating to the notes may also grant to the note holders voting rights relating to the acceleration of maturity upon
the occurrence and continuance of an event of default, and any such rights would be described in the related Prospectus Supplement.
Market.
Our notes are not likely to be listed on an exchange or automated quotation system. The details on how to buy and sell such notes,
along with the other terms of the notes, will be described in a Prospectus Supplement. We cannot assure you that any market will
exist for our notes or if a market does exist, whether it will provide holders with liquidity.
Book-Entry,
Delivery and Form. Unless otherwise stated in the related Prospectus Supplement, the notes will be issued in book-entry form
and will be represented by one or more notes in registered global form. The global notes will be deposited with the trustee as
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. DTC will maintain the notes in designated
denominations through its book-entry facilities.
Under
the terms of the Indenture, we and the trustee may treat the persons in whose names any notes, including the global notes, are
registered as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Therefore,
so long as DTC or its nominee is the registered owner of the global notes, DTC or such nominee will be considered the sole holder
of outstanding notes under the Indenture. We or the trustee may give effect to any written certification, proxy or other authorization
furnished by DTC or its nominee.
A
global note may not be transferred except as a whole by DTC, its successors or their respective nominees. Interests of beneficial
owners in the global note may be transferred or exchanged for definitive securities in accordance with the rules and procedures
of DTC. In addition, a global note may be exchangeable for notes in definitive form if:
| ● | DTC
notifies us that it is unwilling or unable to continue as a depository and we do not
appoint a successor within 60 days; |
| ● | we,
at our option, notify the trustee in writing that we elect to cause the issuance of notes
in definitive form under the Indenture; or |
| ● | an
event of default has occurred and is continuing. |
In
each instance, upon surrender by DTC or its nominee of the global note, notes in definitive form will be issued to each person
that DTC or its nominee identifies as being the beneficial owner of the related notes.
Under
the Indenture, the holder of any global note may grant proxies and otherwise authorize any person, including its participants
and persons who may hold interests through DTC participants, to take any action which a holder is entitled to take under the Indenture.
Trustee,
Transfer Agent, Registrar, Paying Agent and Redemption Agent. Information regarding the trustee under the Indenture, which
may also act as transfer agent, registrar, paying agent and redemption agent with respect to our notes, will be set forth in the
Prospectus Supplement.
Subscription
Rights
General. We
may issue subscription rights to holders of our (i) common shares to purchase common and/or preferred shares or (ii) preferred
shares to purchase preferred shares (subject to applicable law). Subscription rights may be issued independently or together with
any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with a subscription rights offering to holders of our common and/or preferred shares, we would distribute certificates
evidencing the subscription rights and a Prospectus Supplement to our common or preferred shareholders, as applicable, as of the
record date that we set for determining the shareholders eligible to receive subscription rights in such subscription rights offering.
The
applicable Prospectus Supplement would describe the following terms of subscription rights in respect of which this Prospectus
is being delivered:
| ● | the
period of time the offering would remain open (which will be open a minimum number of
days such that all record holders would be eligible to participate in the offering and
will not be open longer than 120 days); |
| ● | the
title of such subscription rights; |
| ● | the
exercise price for such subscription rights (or method of calculation thereof); |
| ● | the
number of such subscription rights issued in respect of each common share; |
| ● | the
number of rights required to purchase a single preferred share; |
| ● | the
extent to which such subscription rights are transferable and the market on which they
may be traded if they are transferable; |
| ● | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the issuance or exercise of such subscription rights; |
| ● | the
date on which the right to exercise such subscription rights will commence, and the date
on which such right will expire (subject to any extension); |
| ● | the
extent to which such subscription rights include an over-subscription privilege with
respect to unsubscribed securities and the terms of such over-subscription privilege; |
| ● | any
termination right we may have in connection with such subscription rights offering; and |
| ● | any
other terms of such subscription rights, including exercise, settlement and other procedures
and limitations relating to the transfer and exercise of such subscription rights. |
Exercise
of Subscription Rights. Each subscription right would entitle the holder of the subscription right to purchase for cash such
number of shares at such exercise price as in each case is set forth in, or be determinable as set forth in, the prospectus supplement
relating to the subscription rights offered thereby, Subscription rights would be exercisable at any time up to the close of business
on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the
expiration date, all unexercised subscription rights would become void.
Subscription
rights would be exercisable as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon
expiration of the rights offering and the receipt of payment and the subscription rights certificate properly completed and duly
executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement
we would issue, as soon as practicable, the shares purchased as a result of such exercise. To the extent permissible under applicable
law, we may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through
agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.
Subscription
Rights to Purchase Common and Preferred Shares. The Fund may issue subscription rights which would entitle holders to purchase
both common and preferred shares in a ratio to be set forth in the applicable Prospectus Supplement. In accordance with the 1940
Act, at least three rights would be required to subscribe for one common share. It is expected that rights to purchase both common
and preferred shares would require holders to purchase an equal number of common and preferred shares, and would not permit holders
to purchase an unequal number of common or preferred shares, or purchase only common shares or only preferred shares. For example,
such an offering might be structured such that three rights would entitle an investor to purchase one common share and one preferred
share, and such investor would not be able to choose to purchase only a common share or only a preferred share upon the exercise
of his, her or its rights.
The
common shares and preferred shares issued pursuant to the exercise of any such rights, however, would at all times be separately
tradeable securities. Such common and preferred shares would not be issued as a “unit” or “combination”
and would not be listed or traded as a “unit” or “combination” on a securities exchange, such as the NYSE,
at any time. The applicable Prospectus Supplement will set forth additional details regarding an offering of subscription rights
to purchase common and preferred shares.
Outstanding
Securities
The
following information regarding the Fund’s authorized and outstanding shares is as of August 8, 2024.
| |
| | |
Amount | | |
| |
| |
| | |
Outstanding | | |
| |
| |
| | |
Amount Held | | |
Exclusive of | |
| |
Amount | | |
by Fund or | | |
Amount Held | |
Title of Class | |
Authorized | | |
for its Account | | |
by Fund | |
Common Shares | |
| Unlimited | | |
| — | | |
| 5,968,911
| |
Series A Cumulative Puttable and Callable Preferred Shares | |
| 1,200,000 | | |
| — | | |
| 18,314 | |
Series B Cumulative Puttable and Callable Preferred Shares | |
| 1,370,433 | | |
| — | | |
| 624,609 | |
Other Series of Preferred Shares | |
| Unlimited | | |
| — | | |
| none | |
ANTI-TAKEOVER
PROVISIONS OF THE FUND’S 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 Fund’s freedom to engage in certain transactions or
(iii) the ability of the Fund’s Trustees or shareholders to amend the Governing Documents or effectuate changes in the Fund’s
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. 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 Fund’s By-Laws, advance notice to the Fund of any shareholder proposal 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 Fund’s By-Laws provide
that, with respect to any election of Trustees in which the number of persons nominated for election as Trustees exceeds the number
of Trustees to be elected (i.e. a “contested election”), the affirmative vote of a majority of the shares outstanding
and entitled to vote for the election of Trustees at a meeting at which a quorum is present shall be required to elect such Trustees.
The Agreement and Declaration of Trust also 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 Fund’s 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:
| ● | merger
or consolidation of the Fund with or into any other entity; |
| ● | 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; |
| ● | 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); |
| ● | 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 |
| ● | the
purchase of the Fund’s 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. |
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 Board adopted these provisions in order to discourage
certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to
negotiate first with the Board. The Board believes the benefits of these provisions outweigh the potential disadvantages of discouraging
any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.
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
Fund is organized as a Delaware statutory trust and thus is subject to the control share acquisition statute contained in Subchapter
III of the Delaware Statutory Trust Act (the “DSTA Control Share Statute”). The DSTA Control Share Statute applies
to any closed-end investment company organized as a Delaware statutory trust and listed on a national securities exchange, such
as the Fund. The DSTA Control Share Statute became automatically applicable to the Fund on August 1, 2022.
The
DSTA Control Share Statute defines “control beneficial interests” (referred to as “control shares” herein)
by reference to a series of voting power thresholds and provides that a holder of control shares acquired in a control share acquisition
has no voting rights under the Delaware Statutory Trust Act (“DSTA”) or the Fund’s Governing Documents (as used
herein, “Governing Documents” means the Fund’s Agreement and Declaration of Trust and By-Laws, together with
any amendments or supplements thereto, including any Statement of Preferences establishing a series of preferred shares) with
respect to the control shares acquired in the control share acquisition, except to the extent approved by the Fund’s shareholders
by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter, excluding all interested shares
(generally, shares held by the acquiring person and their associates and shares held by Fund insiders).
The
DSTA Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares.
Whether one of these thresholds of voting power is met is determined by aggregating the holdings of the acquiring person as well
as those of his, her or its “associates.” These thresholds are:
| ● | 10%
or more, but less than 15% of all voting power; |
| ● | 15%
or more, but less than 20% of all voting power; |
| ● | 20%
or more, but less than 25% of all voting power; |
| ● | 25%
or more, but less than 30% of all voting power; |
| ● | 30%
or more, but less than a majority of all voting power; or |
| ● | a
majority or more of all voting power. |
Under
the DSTA Control Share Statute, once a threshold is reached, an acquirer has no voting rights with respect to shares in excess
of that threshold (i.e., the “control shares”) until approved by a vote of shareholders, as described above, or otherwise
exempted by the Fund’s Board of Trustees. The DSTA Control Share Statute contains a statutory process for an acquiring person
to request a shareholder meeting for the purpose of considering the voting rights to be accorded control shares. An acquiring
person must repeat this process at each threshold level. The DSTA Control Share Statute effectively allows non-interested shareholders
to evaluate the intentions and plans of an acquiring person above each threshold level.
Under
the DSTA Control Share Statute, an acquiring person’s “associates” are broadly defined to include, among others,
relatives of the acquiring person, anyone in a control relationship with the acquiring person, any investment fund or other collective
investment vehicle that has the same investment adviser as the acquiring person, any investment adviser of an acquiring person
that is an investment fund or other collective investment vehicle and any other person acting or intending to act jointly or in
concert with the acquiring person.
Voting
power under the DSTA Control Share Statute is the power (whether such power is direct or indirect or through any contract, arrangement,
understanding, relationship or otherwise) to directly or indirectly exercise or direct the exercise of the voting power of shares
of the Fund in the election of the Fund’s Trustees (either generally or with respect to any subset, series or class of trustees,
including any Trustees elected solely by a particular series or class of shares, such as the preferred shares). Thus, Fund preferred
shares, including the Series B Preferred Shares, acquired in excess of the above thresholds would be considered control shares
with respect to the preferred share class vote for two Trustees.
Any
control shares of the Fund acquired before August 1, 2022, are not subject to the DSTA Control Share Statute; however, any further
acquisitions on or after August 1, 2022, are considered control shares subject to the DSTA Control Share Statute.
The
DSTA Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such
acquisition, and also permits the Fund to require a shareholder or an associate of such person to disclose the number of shares
owned or with respect to which such person or an associate thereof can directly or indirectly exercise voting power. Further,
the DSTA Control Share Statute requires a shareholder or an associate of such person to provide to the Fund within 10 days of
receiving a request therefor from the Fund any information that the Fund’s Trustees reasonably believe is necessary or desirable
to determine whether a control share acquisition has occurred.
The
DSTA Control Share Statute permits the Fund’s Board of Trustees, through a provision in the Fund’s Governing Documents
or by Board action alone, to eliminate the application of the DSTA Control Share Statute to the acquisition of control shares
in the Fund specifically, generally, or generally by types, as to specifically identified or unidentified existing or future beneficial
owners or their affiliates or associates or as to any series or classes of shares. The DSTA Control Share Statute does not provide
that the Fund can generally “opt out” of the application of the DSTA Control Share Statute; rather, specific acquisitions
or classes of acquisitions may be exempted by the Fund’s Board of Trustees, either in advance or retroactively, but other
aspects of the DSTA Control Share Statute, which are summarized above, would continue to apply. The DSTA Control Share Statute
further provides that the Board of Trustees is under no obligation to grant any such exemptions.
The
Board of Trustees has considered the DSTA Control Share Statute. As of the date hereof, the Board of Trustees has not received
notice of the occurrence of a control share acquisition nor has been requested to exempt any acquisition. Therefore, the Board
of Trustees has not determined whether the application of the DSTA Control Share Statute to an acquisition of Fund shares is in
the best interest of the Fund and its shareholders and has not exempted, and has no present intention to exempt, any acquisition
or class of acquisitions.
If
the Board of Trustees receives a notice of a control share acquisition and/or a request to exempt any acquisition, it will consider
whether the application of the DSTA Control Share Statute or the granting of such an exemption would be in the best interest of
the Fund and its shareholders. The Fund should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant
long-term investors.
The
foregoing is only a summary of the material terms of the DSTA Control Share Statute. Shareholders should consult their own counsel
with respect to the application of the DSTA Control Share Statute to any particular circumstance. Some uncertainty around the
general application under the 1940 Act of state control share statutes exists as a result of recent court decisions. Additionally,
in some circumstances uncertainty may also exist in how to enforce the control share restrictions contained in state control share
statutes against beneficial owners who hold their shares through financial intermediaries.
The
ownership restrictions set forth in the Fund’s Governing Documents and the limitations of the DSTA Control Share Statute
described above could have the effect of depriving shareholders of an opportunity to sell their shares at a premium over prevailing
market prices by discouraging a third party from seeking to obtain control over the Fund and may reduce market demand for the
Fund’s common shares, which could have the effect of increasing the likelihood that the Fund’s common shares trade
at a discount to net asset value and increasing the amount of any such discount.
The
Governing Documents 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 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 fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s common shares are trading at a discount from net asset value of 10% 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 Fund’s officers. The Fund’s officers are authorized to use the Fund’s 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 Securities—Common Shares.” Although the
Board of Trustees has authorized such repurchases, the Fund is not required to repurchase its common shares, and the Fund’s
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 Fund’s
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 SEC’s 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 Fund’s expense ratio.
RIGHTS
OFFERINGS
The
Fund may in the future, and at its discretion, choose to make offerings of subscription rights to holders of our (i) common shares
to purchase common and/or preferred shares and/or (ii) preferred shares to purchase preferred shares (subject to applicable law).
A future rights offering may be transferable or non-transferable. Any such future rights offering will be made in accordance with
the 1940 Act. Under the laws of Delaware, the Board is authorized to approve rights offerings without obtaining shareholder approval.
The staff of the SEC has interpreted the 1940 Act as not requiring shareholder approval of a transferable rights offering to purchase
common stock at a price below the then current net asset value so long as certain conditions are met, including: (i) a good
faith determination by a fund’s board that such offering would result in a net benefit to existing shareholders; (ii) the
offering fully protects shareholders’ preemptive rights and does not discriminate among shareholders (except for the possible
effect of not offering fractional rights); (iii) management uses its best efforts to ensure an adequate trading market in
the rights for use by shareholders who do not exercise such rights; and (iv) the ratio of a transferable rights offering
does not exceed one new share for each three rights held.
TAXATION
The
following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and its common and
preferred shareholders. 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 summary does not discuss the consequences of an investment
in the Fund’s notes or subscription rights to acquire shares of the Fund’s stock. The tax consequences of such an
investment will be discussed in a relevant prospectus supplement.
This
discussion assumes you are a taxable U.S. person (as defined for U.S. federal income tax purposes) and that you hold your shares
as capital assets (generally, for investment). This discussion is based upon current provisions of the Code, Treasury regulations,
judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities,
all of which are subject to change or differing interpretations, possibly with retroactive effect. No assurance can be given that
the IRS would not assert, or that a court would not sustain, a position contrary to those set forth below. No attempt is made
to present a detailed explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders (including shareholders
subject to special tax rules and shareholders owning large positions in the Fund), nor does this discussion address any state,
local or foreign tax concerns.
The
discussion set forth herein does not constitute tax advice. 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 as, and intends to continue to qualify annually as, a RIC under Subchapter M
of the Code. Accordingly, the Fund must, among other things,
(i)
derive in each taxable year at least 90% of its gross income from (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 currencies and (b) net income derived from interests in certain
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 (a) above (each a “Qualified Publicly Traded Partnership”);
and
(ii)
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
Fund’s total assets is represented by cash and cash items, U.S. government securities, the securities of other RICs 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 Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more
than 25% of the value of the Fund’s total assets is invested in the securities (other than U.S. government securities and
the securities of other RICs) of (I) any one issuer, (II) any two or more issuers 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.
As
a RIC, the Fund generally is not subject to U.S. federal income tax on income and gains that it distributes each taxable year
to shareholders, provided that it distributes at least 90% of the sum of the Fund’s (i) investment company taxable
income (which includes, among other items, dividends, interest, 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 (as defined below) reduced by deductible expenses) determined
without regard to the deduction for dividends paid and (ii) net tax-exempt interest income (the excess of its gross tax-exempt
interest income over certain disallowed deductions), if any. The Fund intends to distribute at least annually substantially all
of such income. The Fund will be subject to income tax at regular corporate rates on any investment company taxable income and
net capital gain that it does not distribute to its shareholders.
The
Fund may either distribute or retain for reinvestment all or part of its net capital gain (which consists of the excess of its
net long term capital gain over its net short term capital loss). If any such gain is retained, the Fund will be subject to a
corporate income tax on such retained amount. In that event, the Fund may report 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 U.S. federal income 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 by the amount of undistributed capital gains included
in the shareholder’s income less the tax deemed paid by the shareholder under clause (ii).
Amounts
not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4%
federal excise tax at the Fund level. To avoid the tax, the Fund must distribute during each calendar year an amount at least
equal to the sum of (i) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar
year, and (ii) 98.2% of its capital gains in excess of its capital losses (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 Fund’s fiscal year).
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 previous years. For purposes of the excise tax,
the Fund will be deemed to have distributed any income on which it paid U.S. federal income tax. Although the Fund intends to
distribute any income and capital gains in the manner necessary to minimize imposition of the 4% federal excise tax, there can
be no assurance that sufficient amounts of the Fund’s ordinary income and capital gains will be distributed to avoid entirely
the imposition of the tax. In that event, the Fund will be liable for the tax only on the amount by which it does not meet the
foregoing distribution requirement.
Certain
of the Fund’s 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 or deductions, (ii) convert lower
taxed long term capital gains or qualified dividend income into higher taxed short term capital gains or ordinary income, (iii) convert
an ordinary loss or a deduction into a 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. These U.S. federal income tax provisions could therefore affect the amount, timing and character of distributions to shareholders.
If
for any taxable year the Fund were to fail to qualify as a RIC, all of its taxable income (including its net capital gain) would
be subject to tax at regular corporate rates without any deduction for distributions to shareholders.
Taxation
of Shareholders
The
Fund expects to take the position that under present law any preferred shares that it issues will constitute equity rather than
debt of the Fund for U.S. federal income tax purposes. It is possible, however, that the IRS could take a contrary position asserting,
for example, that such preferred shares constitute debt of the Fund. If that position were upheld, distributions on the Fund’s
preferred shares would be considered interest, taxable as ordinary income regardless of the taxable income of the Fund, and other
adverse consequences could result for the Fund or shareholders. The following discussion and the discussion in the SAI assume
that any preferred shares issued by the Fund will be treated as equity.
Distributions
paid to you by the Fund from its investment company taxable income (referred to hereinafter as “ordinary income dividends”)
are generally taxable to you as ordinary income to the extent of the Fund’s current or accumulated earnings and profits.
Provided that certain holding period and other requirements are met, such distributions (if properly reported by the Fund) may
qualify (i) for the dividends received deduction in the case of corporate shareholders to the extent that the Fund’s
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. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain qualified foreign
corporations. There can be no assurance as to what portion of the Fund’s distributions will be eligible for the dividends
received deduction or for the reduced rates applicable to qualified dividend income.
Distributions
made to you from net capital gain (“capital gain dividends”), including capital gain dividends credited to you but
retained by the Fund, are taxable to you as long term capital gains if they have been properly reported by the Fund, regardless
of the length of time you have owned your Fund shares. Long term capital gain of individuals is generally subject to reduced U.S.
federal income tax rates.
Distributions
in excess of the Fund’s current and accumulated earnings and profits will be treated as a tax-free return of capital to
the extent of your adjusted tax basis of your shares and thereafter will be treated as capital gains. 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. In determining the extent to
which a distribution will be treated as being made from the Fund’s earnings and profits, earnings and profits will be allocated
on a pro rata basis first to distributions with respect to the Fund’s preferred shares, and then to the Fund’s common
shares.
The
IRS currently requires a RIC that has two or more classes of shares outstanding to designate to each such class proportionate
amounts of each type of its income (e.g., ordinary income, capital gain dividends, qualified dividend income) for each tax year
based upon the percentage of total dividends distributed to each class for such year.
Generally,
after the close of its calendar year, the Fund will provide you with a written notice reporting the amount of any qualified dividend
income or capital gain dividends and other distributions.
Except
in the case of a redemption or repurchase (the consequences of which are described in the SAI under “Taxation — Taxation
of Shareholders”), 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 the shares have been held for more than one year at the time of sale. Any loss
upon the sale or exchange of Fund 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 undistributed capital gain dividends) by you with respect to
such Fund shares. A loss realized on a sale or exchange of shares of the Fund will be disallowed if other substantially identical
shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30
days before and ending 30 days after the date of the sale or exchange of the shares. In such case, the basis of the shares acquired
will be adjusted to reflect the disallowed loss.
Dividends
and other taxable distributions are taxable to you even if they are reinvested in additional shares of the Fund. Dividends and
other distributions paid by the Fund are generally treated as received by a shareholder at the time the dividend or distribution
is made. If, however, the Fund pays you a dividend or makes a distribution in January that was declared in the previous October,
November or December to shareholders of record on a specified date in one of such months, then such dividend or distribution 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
or distribution was declared.
The
Fund is required in certain circumstances to withhold, for U.S. backup withholding tax purposes, a portion of the taxable dividends
or distributions and certain other payments paid to non-corporate holders of the Fund’s shares who do not furnish the Fund
(or its agent) with their correct taxpayer identification number (in the case of individuals, generally, their social security
number) and certain certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional
tax. Any amounts withheld from payments made to you may be refunded or credited against your U.S. federal income tax liability,
if any, provided that the required information is furnished to the IRS.
Shareholders
are urged to consult their tax advisers regarding specific questions as to U.S. federal, foreign, state, local income or other
taxes.
CUSTODIAN,
TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT
State
Street Bank and Trust Company (“State Street”), whose principal address is One Lincoln Street, Boston, Massachusetts
02111, serves as the custodian (the “Custodian”) of the Fund’s assets pursuant to a custody agreement. Under
the custody agreement, the Custodian holds the Fund’s 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.
Computershare
Trust Company, N.A. (“Computershare”), whose principal address is 150 Royall Street, Canton, Massachusetts 02021,
serves as the Fund’s dividend disbursing agent, as agent under the Fund’s automatic dividend reinvestment and voluntary
cash payment plans and as transfer agent and registrar with respect to the common shares and preferred shares of the Fund.
Computershare
Trust Company, N.A. also would be expected to serve as the Fund’s transfer agent, registrar, dividend disbursing agent and
redemption agent with respect to any additional preferred shares issued.
PLAN
OF DISTRIBUTION
We
may sell our securities through underwriters or dealers, directly to one or more purchasers, through agents, to or through underwriters
or dealers, or through a combination of any such methods of sale. The applicable Prospectus Supplement will identify any underwriter
or agent involved in the offer and sale of our securities, any sales loads, discounts, commissions, fees or other compensation
paid to any underwriter, dealer or agent, the offering price, net proceeds and use of proceeds and the terms of any sale.
The
distribution of our securities may be effected from time to time in one or more transactions at a fixed price or prices, which
may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated
prices, provided, however, that the offering price per share in the case of common shares, must equal or exceed the net asset
value per share, exclusive of any underwriting commissions or discounts, of our common shares.
We
may sell our securities directly to, and solicit offers from, institutional investors or others who may be deemed to be underwriters
as defined in the Securities Act for any resales of the securities. In this case, no underwriters or agents would be involved.
We may use electronic media, including the Internet, to sell offered securities directly.
In
connection with the sale of our securities, underwriters or agents may receive compensation from us in the form of discounts,
concessions or commissions. Underwriters may sell our securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they
may act as agents. Underwriters, dealers and agents that participate in the distribution of our securities may be deemed to be
underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them
on the resale of our securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified and any such compensation received from us will be described in the applicable Prospectus
Supplement. The maximum commission or discount to be received by any Financial Industry Regulatory Authority, Inc. (“FINRA”)
member or independent broker-dealer will not exceed eight percent. We will not pay any compensation to any underwriter or agent
in the form of warrants, options, consulting or structuring fees or similar arrangements.
If
a Prospectus Supplement so indicates, we may grant the underwriters an option to purchase additional securities at the public
offering price, less the underwriting discounts and commissions, within 45 days from the date of the Prospectus Supplement, to
cover any overallotments.
To
facilitate an offering of securities in an underwritten transaction and in accordance with industry practice, the underwriters
may engage in transactions that stabilize, maintain, or otherwise affect the market price of the securities. Those transactions
may include overallotment, entering stabilizing bids, effecting syndicate covering transactions, and reclaiming selling concessions
allowed to an underwriter or a dealer.
| ● | An
overallotment in connection with an offering creates a short position in the securities
for the underwriter’s own account. |
| ● | An
underwriter may place a stabilizing bid to purchase the shares for the purpose of pegging,
fixing, or maintaining the price of the securities. |
| ● | Underwriters
may engage in syndicate covering transactions to cover overallotments or to stabilize
the price of the securities subject to the offering by bidding for, and purchasing, the
securities or any other securities in the open market in order to reduce a short position
created in connection with the offering. |
| ● | The
managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling
concession in connection with an offering when the securities originally sold by the
syndicate member are purchased in syndicate covering transactions or otherwise. |
Any
of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters
are not required to engage in these activities, and may end any of these activities at any time.
Any
underwriters to whom the offered securities are sold for offering and sale may make a market in the offered securities, but the
underwriters will not be obligated to do so and may discontinue any market-making at any time without notice. The offered securities
may or may not be listed on a securities exchange. We cannot assure you that there will be a liquid trading market for the offered
securities.
Any
fixed rate preferred shares sold pursuant to a Prospectus Supplement will likely be listed on the NYSE American.
Under
agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of our securities may
be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. Underwriters,
dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business.
If
so indicated in the applicable Prospectus Supplement, we will ourselves, or will authorize underwriters or other persons acting
as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for
payment and delivery on a future date. Institutions with which such contacts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases
such institutions must be approved by us. The obligation of any purchaser under any such contract will be subject to the condition
that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity
or performance of such contracts. Such contracts will be subject only to those conditions set forth in the Prospectus Supplement,
and the Prospectus Supplement will set forth the commission payable for solicitation of such contracts.
To
the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder, the underwriters may from time to
time act as brokers or dealers and receive fees in connection with the execution of our portfolio transactions after the underwriters
have ceased to be underwriters and, subject to certain restrictions, each may act as a broker while it is an underwriter.
A
Prospectus and accompanying Prospectus Supplement in electronic form may be made available on the websites maintained by underwriters.
The underwriters may agree to allocate a number of securities for sale to their online brokerage account holders. Such allocations
of securities for Internet distributions will be made on the same basis as other allocations. In addition, securities may be sold
by the underwriters to securities dealers who resell securities to online brokerage account holders.
In
order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers.
LEGAL
MATTERS
Certain
legal matters will be passed on by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, in connection with the
offering of the Fund’s securities.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers
LLP serves as the independent registered public accounting firm of the Fund, audits the financial statements of the Fund and provides
tax return preparation services in connection with the Fund. PricewaterhouseCoopers LLP is located at 300 Madison Avenue, New York, New
York 10017.
Additional
INFORMATION
The
Fund is subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and
the 1940 Act and in accordance therewith files, or will file, 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 the Exchange Act and the
1940 Act 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
Fund’s common shares are listed on the NYSE American under the symbol “GLU.” The Series A Preferred Shares are
listed on the NYSE American under the symbol “GLU Pr A” and the Series B Preferred Shares are listed on the NYSE American
under the symbol “GLU Pr B.” Reports, proxy statements and other information concerning the Fund and filed with the
SEC by the Fund are available for inspection at the NYSE, 20 Broad 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 SEC’s web site (http://www.sec.gov).
INCORPORATION
BY REFERENCE
This
Prospectus is part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference”
the information that we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. We incorporate by reference into this Prospectus the documents listed below and any future filings we make with the
SEC under Rule 30(b)(2) under the 1940 Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and any reports and other
documents subsequently filed by the Fund with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration
statement, including any filings on or after the date of this Prospectus from the date of filing (excluding any information furnished,
rather than filed), until we have sold all of the offered securities to which this Prospectus and any accompanying prospectus
supplement relates or the offering is otherwise terminated. The information incorporated by reference is an important part of
this Prospectus. Any statement in a document incorporated by reference into this Prospectus will be deemed to be automatically
modified or superseded to the extent a statement contained in (1) this Prospectus or (2) any other subsequently filed
document that is incorporated by reference into this Prospectus modifies or supersedes such statement. The documents incorporated
by reference herein include:
| ● | our
annual report on Form N-CSR for the fiscal year ended December 31, 2023, filed with the
SEC on March 8, 2024 as amended on Form N-CSR/A, as filed with the SEC on August 1, 2024; |
| ● | our
definitive proxy statement on Schedule 14A for our 2024 annual meeting of shareholders,
filed with the SEC on March 21, 2024; |
| ● | the
description of our Series A Preferred Shares contained in our Registration Statement
on Form 8-A (File No. 001-32197) filed with the SEC on June 19, 2013, including any amendment
or report filed for the purpose of updating such description prior to the termination
of the offering registered hereby; |
| ● | the
description of our Series B Preferred Shares contained in our Registration Statement
on Form 8-A (File No. 001-32197) filed with the SEC on December 17, 2018, including any
amendment or report filed for the purpose of updating such description prior to the termination
of the offering registered hereby; and |
| ● | the
description of our common shares contained in our Registration Statement on Form 8-A
(File No. 001-32197) filed with the SEC on May 25, 2004, including any amendment or report
filed for the purpose of updating such description prior to the termination of the offering
registered hereby. |
To
obtain copies of these filings, see “Available Information” in this Prospectus. We will also provide without charge
to each person, including any beneficial owner, to whom this Prospectus is delivered, upon written or oral request, a copy of
any and all of the documents that have been or may be incorporated by reference in this Prospectus or the accompanying Prospectus
Supplement. You should direct requests for documents by writing to: Investor Relations
The
Gabelli Global Utility & Income Trust
One
Corporate Center
Rye,
NY 10580-1422
(914) 921-5070
This
Prospectus is also available on our website at http://www.gabelli.com. Information contained on our website is not incorporated
by reference into this prospectus supplement or the accompanying prospectus and should not be considered to be part of this prospectus
supplement or accompanying prospectus.
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.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Any
projections, forecasts and estimates contained or incorporated by reference herein are forward-looking statements and are based
upon certain assumptions. Projections, forecasts and estimates are necessarily speculative in nature, and it can be expected that
some or all of the assumptions underlying any projections, forecasts or estimates will not materialize or will vary significantly
from actual results. Actual results may vary from any projections, forecasts and estimates and the variations may be material.
Some important factors that could cause actual results to differ materially from those in any forward-looking statements include
changes in interest rates, market, financial or legal uncertainties, including changes in tax law, and the timing and frequency
of defaults on underlying investments. Consequently, the inclusion of any projections, forecasts and estimates herein should not
be regarded as a representation by the Fund or any of its affiliates or any other person or entity of the results that will actually
be achieved by the Fund. Neither the Fund nor its affiliates has any obligation to update or otherwise revise any projections,
forecasts and estimates including any revisions to reflect changes in economic conditions or other circumstances arising after
the date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions do not come to fruition.
The Fund acknowledges that, notwithstanding the foregoing, the safe harbor for forward-looking statements under the Private Securities
Litigation Reform Act of 1995 does not apply to investment companies such as the Fund.
TABLE
OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
An
SAI dated as of August , 2024, 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:
Appendix
A
CORPORATE
BOND RATINGS
MOODY’S
INVESTORS SERVICE, INC.
|
|
Aaa |
Obligations rated
Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. |
|
|
Aa |
Obligations rated
Aa are judged to be of high quality and are subject to very low credit risk. |
|
|
A |
Obligations rated
A are judged to be upper-medium grade and are subject to low credit risk. |
|
|
Baa |
Obligations rated
Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. |
|
|
Ba |
Obligations rated
Ba are judged to be speculative and are subject to substantial credit risk. |
|
|
B |
Obligations rated
B are considered speculative and are subject to high credit risk. |
|
|
Caa |
Obligations rated
Caa are judged to be speculative of poor standing and are subject to very high credit risk. |
|
|
Ca |
Obligations rated
Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. |
|
|
C |
Obligations rated
C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
S&P
GLOBAL RATINGS
|
|
AAA |
An obligation
rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its
financial commitments on the obligation is extremely strong. |
|
|
AA |
An obligation
rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to
meet its financial commitments on the obligation is very strong. |
|
|
A |
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 obligor’s capacity to meet its financial commitments on the
obligation is still strong. |
|
|
BBB |
An obligation
rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation. |
|
|
BB; B; CCC; CC; and C |
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 exposure to adverse conditions. |
|
|
BB |
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 that could lead to the obligor’s inadequate capacity
to meet its financial commitments on the obligation. |
B |
An obligation
rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently
has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions
will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation. |
|
|
CCC |
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 commitments 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 commitments on the obligation. |
|
|
CC |
An obligation
rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has
not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time
to default. |
|
|
C |
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 with obligations that are rated higher. |
|
|
D |
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 S&P Global Ratings 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. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring. |
|
|
* |
Ratings from ‘AA’ to ‘CCC’
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories. |
The
Gabelli Global Utility & Income Trust
Common
Shares
Preferred
Shares
Notes
Subscription
Rights to Purchase Common Shares
Subscription
Rights to Purchase Preferred Shares
Subscription
Rights to Purchase Common and Preferred Shares
PROSPECTUS
August ,
2024
Subject
to Completion, Dated August 16, 2024
The
Gabelli Global Utility & Income Trust
STATEMENT
OF ADDITIONAL INFORMATION
THE
INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. THE FUND MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL
INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.
The
Gabelli Global Utility & Income Trust (the “Fund”) is a non-diversified, closed-end management investment company,
organized as a Delaware statutory trust, registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Fund’s investment objective is to seek a consistent level of after-tax total return over the long-term with an emphasis
currently on qualifying dividends. No assurance can be given that the Fund will achieve its investment objective. The Fund will
attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in (i) equity
securities (including common stock, preferred stock, convertible stock and options on these securities) of domestic and foreign
companies involved to a substantial extent (i.e., at least 50% of the assets, gross income or net profits of a company is committed
to or derived from) in providing (a) products, services or equipment for the generation or distribution of electricity, gas or
water, (b) infrastructure operations such as airports, toll roads and municipal services and (c) telecommunications services such
as telephone, telegraph, satellite, cable, microwave, radiotelephone, mobile communication and cellular, paging, electronic mail,
videotext, voice communications, data communications and internet (collectively, the “Utilities Industry”) and (ii)
securities (including preferred and debt securities, as well as government obligations) of issuers that are expected to periodically
pay dividends or interest. In addition, under normal market conditions, at least 25% of the Fund’s assets will consist of
securities (including preferred and debt securities) of domestic and foreign companies involved to a substantial extent in the
Utilities Industry. An investment in the Fund is not appropriate for all investors. We cannot assure you that the Fund’s
objectives will be achieved.
This
Statement of Additional Information (the “SAI”) does not constitute a prospectus, but should be read in conjunction
with the Fund’s prospectus relating thereto dated August ,
2024, and as it may be supplemented (the “Prospectus”). This SAI does not include all information that a prospective
investor should consider before investing in the Fund’s securities, and investors should obtain and read the Prospectus
prior to purchasing such securities. This SAI incorporates by reference the entire Prospectus. You may request a free copy of
the Prospectus by calling (800) GABELLI (422-3554) or by writing to the Fund. A copy of the Fund’s 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 SEC’s office or via its website (http://www.sec.gov) at no charge.
Capitalized terms used but not defined in this SAI have the meanings ascribed to them in the Prospectus.
This
Statement of Additional Information is dated August , 2024.
TABLE
OF CONTENTS
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 March 8, 2004, pursuant to an Agreement and Declaration of Trust governed by the laws of the State
of Delaware. The Fund’s common shares of beneficial interest, par value $0.001 per share, are listed on the NYSE American
LLC (the “NYSE American”) under the symbol “GLU.” Our Series A Cumulative Puttable and Callable Preferred
Shares and Series B Cumulative Puttable and Callable Preferred Shares are listed on the NYSE American under the symbol “GLU
Pr A” and “GLU Pr B,” respectively.
Investment
Policies
The
information contained under the heading “Additional Fund Information—Risk Factors and Special Considerations—Additional
Investment Policies” in the Fund’s Annual Report is incorporated herein by reference.
Investment
Restrictions
The
information contained under the heading “Additional Fund Information—Investment Restrictions” in the Fund’s
Annual Report is incorporated herein by reference.
Management
of the Fund
Indemnification
of Officers and Trustees; Limitations on 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 law. However, nothing in the Governing Documents 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
person’s 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 which serves as an investment adviser to registered investment companies
as well as one fund that trades on the London Stock Exchange and Luxembourg SICAV, with combined aggregate net assets of approximately
$20.3 billion as of December 31, 2023. The Investment Adviser is a registered adviser under the Investment Advisers Act of 1940,
as amended, and is a wholly owned subsidiary of GAMCO Investors, Inc. (“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 of $10.7 billion as of December 31, 2023; Teton Advisors, Inc., and its wholly owned investment adviser, Keeley
Teton Advisers, LLC, with assets under management of approximately $1.6 billion as of September 30, 2023, acts as investment adviser
to The TETON Westwood Funds, the KEELEY Funds, and separately managed accounts; and 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 December 31, 2023.
Teton Advisors, Inc., was spun off by GBL in March 2009 and is an affiliate of GBL by virtue of Mr. Gabelli’s ownership
of GGCP, the principal shareholder of Teton Advisors, Inc., as of December 31, 2023. Associated Capital was spun off from GBL
on November 30, 2015, and is an affiliate of GBL by virtue of Mr. Gabelli’s ownership of GGCP, the principal shareholder
of Associated Capital.
Affiliates
of the Investment Adviser may, in the ordinary course of their business, acquire for their own account or for the accounts of
their 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 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 objective. Securities purchased or sold pursuant to contemporaneous orders entered on behalf of the
investment company accounts of the Investment Adviser or the advisory accounts managed by its affiliates for their unaffiliated
clients are allocated pursuant to procedures, approved by the Board, 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. 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 objective 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 Board. In
addition, under the Investment Advisory Agreement, the Investment Adviser oversees the administration of all aspects of the Fund’s
business and affairs and provides, or arranges for others to provide, at the Investment Adviser’s expense, certain enumerated
services, including maintaining the Fund’s books and records, preparing reports to the Fund’s shareholders and supervising
the calculation of the net asset value of its shares. All 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 the Fund’s securities, the costs of utilizing a third party to monitor and
collect class action settlements on behalf of the Fund, expenses in connection with the preparation of SEC filings, the fees and
expenses of Trustees who are not officers or employees of the Investment Adviser or its affiliates, 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 Trustees, charges of the custodian, any sub-custodian and transfer agent and dividend paying agent, expenses
in connection with the Automatic Dividend Reinvestment Plan and the 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, Trustees’ 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 Fund’s Investment Advisory Agreement, the Fund
pays the Investment Adviser a fee at an annual rate of 0.50% of the Fund’s average weekly net assets, plus assets attributable
to any outstanding senior securities, with no deduction for the liquidation preference of any outstanding preferred shares of
the principal amount of any outstanding notes. The Fund’s total assets for purposes of calculating the level of the management
fee will include assets attributable to any outstanding senior securities, such as preferred shares (including the aggregate liquidation
preference of any preferred shares and accumulated dividends, if any), or indebtedness, such as notes (including the aggregate
principal amount of any such debt securities, plus accrued and unpaid interest thereon), as well as assets attributable to derivatives
transactions or other investment management techniques, if any, which have the effect of leveraging the common shares. Consequently,
since the Fund has preferred shares outstanding and may invest in derivatives and use other investment management techniques that
involve leverage, the investment management fees and other expenses as a percentage of net assets attributable to common shares
may be higher than if the Fund did not utilize a leveraged capital structure or engage in transactions that leverage the common
shares.
Because
the investment advisory fees are based on a percentage of total assets, which includes assets attributable to the Fund’s
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 Fund’s use 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, and the Board seeks to manage the Investment Adviser’s potential conflict of interest by retaining the final decision
on these matters and by periodically reviewing the Fund’s performance and use of leverage.
Pursuant
to the Investment Advisory Agreement, for the fiscal years ended December 31, 2021, 2022 and 2023, the Investment Adviser earned
$883,121, $805,398 and $762,656, respectively, for advisory and administrative services rendered to the Fund.
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 Adviser’s 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.”
The
Investment Advisory Agreement was most recently approved by a majority of the Fund’s 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 May 14, 2024.
A
discussion regarding the basis for the Fund’s Board approval of the Investment Advisory Agreement with the Investment Adviser
will be available in the Fund’s semi-annual report for the period ended June 30, 2024.
The
Investment Advisory Agreement terminates automatically on its assignment (as defined in the 1940 Act) and may be terminated without
penalty on 60 days’ written notice by the Fund’s Board of Trustees, by a vote of a majority of the Fund’s shares
or by the Investment Adviser.
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 Fund’s 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 an annual fee based on the value of the aggregate
average daily net assets of all funds under its administration managed by the Investment Adviser, GAMCO and Teton Advisors, Inc.
as follows: 0.0275% - first $10 billion, 0.0125% - exceeding $10 billion but less than $15 billion, 0.01% - over $15 billion but
less than $20 billion and 0.008% - over $20 billion. The Sub-Administrator has its principal office at 760 Moore Road, King of
Prussia, Pennsylvania 19406.
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 Fund’s 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 Fund’s 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 Adviser’s
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 Adviser’s interests and the Fund’s 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, where such
entity has agreed to keep such data confidential until at least it has been made public by the Investment Adviser. The Fund’s
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 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 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 Fund’s administrator, custodian,
independent registered public accounting firm, and legal counsel are set forth is the Prospectus. The Fund’s proxy voting
service is Broadridge Financial Solutions, Inc. Donnelley Financial Solutions 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 Fund’s service providers and proxy
voting service, the Fund has no ongoing arrangements to make available information about the Fund’s 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 Adviser’s 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 will
review such arrangements annually with the Fund’s Chief Compliance Officer.
Portfolio
Transactions
Subject
to policies established by the Board, 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. In general, 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, LLC an affiliate of the Investment Adviser 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 Board
has determined that portfolio transactions may be executed through G.research, LLC 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 firm’s 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. During the fiscal
years ended December 31, 2021, 2022 and 2023, the Fund paid aggregate brokerage commissions of $21,629, $15,048 and $9,360,
respectively. During the fiscal years ended December 31, 2021, 2022 and 2023, the Fund paid to G.research, LLC brokerage
commissions on security trades of $1,324, $1,670 and $1,475, respectively. Such amount represents approximately 6%, 11% and 16%
of the Fund’s aggregate brokerage commissions paid during the fiscal years ended December 31, 2021, 2022 and 2023,
respectively. The percentages of the Fund’s aggregate dollar amount of transactions involving the payment of commissions
effected through G.research, LLC during the fiscal years ended December 31, 2021, 2022 and 2023 were approximately 14%, 23%
and 30%, 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
The
information contained under the heading “Additional Fund Information—Investment Objective and Polices—Portfolio
Turnover” in the Fund’s Annual Report is incorporated herein by reference.
Taxation
The
following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and its common
and preferred shareholders. This summary does not discuss the consequences of an investment in the Fund’s notes or subscription
rights to acquire shares of the Fund’s stock. The tax consequences of such an investment will be discussed in a relevant
prospectus supplement.
Except
as expressly provided otherwise, this discussion assumes you are a taxable U.S. person (as defined for U.S. federal
income tax purposes) and that you hold your shares as capital assets (generally, for investment). The discussion is based upon
current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, judicial authorities,
published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all of which are
subject to change or differing interpretations, possibly with retroactive effect. No assurance can be given that the IRS would
not assert, or that a court would not sustain, a position contrary to those set forth below. No attempt is made to present
a detailed explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders (including shareholders
subject to special tax rules and shareholders owning a large position in the Fund), nor does this discussion address any state,
local, or foreign tax concerns.
The
discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged to consult their own tax advisers
with any specific questions relating to U.S. federal, state, local and foreign taxes.
Taxation
of the Fund
The
Fund has elected to be treated and has qualified as, and intends to continue to qualify annually as, a RIC under Subchapter M
of the Code. Accordingly, the Fund must, among other things,
| (i) | derive
in each taxable year at least 90% of its gross income from (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 currencies and
(b) net income derived from interests in certain 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 (a) above (each a “Qualified
Publicly Traded Partnership”); and |
| (ii) | 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 Fund’s total assets is represented by cash and cash
items, U.S. government securities, the securities of other RICs 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 Fund’s total assets and not more than 10% of the outstanding
voting securities of such issuer and (b) not more than 25% of the value of the Fund’s
total assets is invested in the securities (other than U.S. government securities and
the securities of other RICs) of (I) any one issuer, (II) any two or more issuers 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. |
As
a RIC, the Fund generally is not subject to U.S. federal income tax on income and gains that it distributes each taxable year
to shareholders, provided that it distributes at least 90% of the sum of the Fund’s (i) investment company taxable income
(which includes, among other items, dividends, interest, 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 (as defined below) reduced by deductible expenses, determined without
regard to the deduction for dividends paid and (ii) net tax-exempt interest income (the excess of its gross tax-exempt interest
income over certain disallowed deductions), if any. The Fund intends to distribute at least annually substantially all of such
income. The Fund will be subject to income tax at regular corporate rates on any investment company taxable income and net capital
gain that it does not distribute to its shareholders.
The
Fund may either distribute or retain for reinvestment all or part of its net capital gain (which consists of the excess of its
net long term capital gain over its net short term capital loss). If any such gain is retained, the Fund will be subject to a
corporate income tax on such retained amount. In that event, the Fund may report the retained amount as undistributed capital
gain in a notice to its shareholders, each of whom, if subject to U.S. federal income tax on long term capital gains, (i) will
be required to include in income for U.S. federal income 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
by the amount of undistributed capital gains included in the shareholder’s income less the tax deemed paid by the shareholder
under clause (ii).
Amounts
not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4%
federal excise tax at the Fund level. To avoid the tax, the Fund must distribute during each calendar year an amount at least
equal to the sum of (i) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year,
and (ii) 98.2% of its capital gains in excess of its capital losses (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 Fund’s fiscal year). 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 previous years. For purposes of the excise tax, the Fund
will be deemed to have distributed any income on which it paid U.S. federal income tax. Although the Fund intends to distribute
any income and capital gains in the manner necessary to minimize imposition of the 4% federal excise tax, there can be no assurance
that sufficient amounts of the Fund’s ordinary income and capital gains will be distributed to avoid entirely the imposition
of the tax. In that event, the Fund will be liable for the tax only on the amount by which it does not meet the foregoing distribution
requirement.
If
for any taxable year the Fund were to fail to qualify as a RIC, all of its taxable income (including its net capital gain) would
be subject to tax at regular corporate rates without any deduction for distributions to shareholders. Such distributions would
be taxable to the shareholders as ordinary dividends to the extent of the Fund’s current or accumulated earnings and profits.
Provided that certain holding period and other requirements are met, such dividends may be eligible (i) to be treated as qualified
dividend income eligible to be taxed at long term capital gain rates in the case of shareholders taxed as individuals and (ii)
for the dividends received deduction in the case of corporate shareholders. To qualify again to be taxed as a RIC in a subsequent
year, the Fund would be required to distribute to its shareholders its earnings and profits attributable to non-RIC years. In
addition, if the Fund failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC
in a subsequent year, the Fund would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate
gain, including items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively,
to be subject to taxation on such built-in gain recognized for a period of five years. The remainder of this discussion assumes
that the Fund qualifies for taxation as a RIC.
Certain
of the Fund’s 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 or deductions, (ii) convert lower taxed
long term capital gains or qualified dividend income into higher taxed short term capital gains or ordinary income, (iii) convert
an ordinary loss or a deduction into a 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. These U.S.
federal income tax provisions could therefore affect the amount, timing and character of distributions to shareholders.
Gain
or loss on the sale 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. The Fund does not have control over the exercise of the call options it writes and thus does not control the
timing of such taxable events.
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.
The
Fund’s 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 Fund’s income as if each position had
been sold for its fair market value at the end of the taxable year, thereby potentially causing the Fund to recognize gain in
advance of a corresponding receipt of cash. 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” nor part of 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.
Investments
by the Fund in certain “passive foreign investment companies” (“PFICs”) could subject the Fund to U.S.
federal income tax (including interest charges) on certain distributions or dispositions with respect to those investments which
cannot be eliminated by making distributions to shareholders. Elections may be available to the Fund to mitigate the effect of
the PFIC rules, but such elections generally accelerate the recognition of income without the receipt of cash. Dividends paid
by PFICs will not qualify for the reduced tax rates applicable to qualified dividend income, as discussed below under “Taxation
of 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. 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.
The
Fund may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or
may be subject to special rules or to recharacterization by the IRS. To the extent the tax treatment of such securities or the
income from such securities differs from the tax treatment expected by the Fund, it could affect the timing or character of income
recognized by the Fund, potentially requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order
to comply with the tax rules applicable to RICs under the Code.
As
a result of investing in stock of PFICs or securities purchased at a discount 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 include in current income, income
it has not yet received in cash. 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 investment company taxable
income as is required in order to avoid Fund-level U.S. federal income tax on all of its income, or might prevent the Fund from
distributing enough ordinary income and capital gain net income to avoid the imposition of Fund-level income or excise taxes.
To avoid this result, the Fund may be required to borrow money or dispose of securities at inopportune times or on unfavorable
terms, forgo favorable investments, or take other actions that it would otherwise not take, to be able to make distributions to
its shareholders.
If
the Fund does not meet the asset coverage requirements of the 1940 Act and the terms of its preferred shares, the Fund will be
required to suspend distributions to the holders of the common shares until the asset coverage is restored. Such a suspension
of distributions might prevent the Fund from distributing 90% of its investment company taxable 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 income
and capital gain net income to avoid imposition of Fund-level income or excise taxes.
Because
the Fund may invest in foreign securities, its income from such securities may be subject to non-U.S. taxes. If more than 50%
of the Fund’s 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 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
or as a foreign tax credit against their U.S. federal income tax liability. A taxpayer’s ability to use a foreign tax deduction
or credit is subject to limitations under the Code. Shortly after any year for which it makes such an election, the Fund will
report to its shareholder the amount per share of such foreign income tax that must be included in each shareholder’s gross
income and the amount that may be available for the deduction or credit.
Foreign
currency gain or loss on non-U.S. dollar-denominated securities and on any non-U.S. dollar-denominated futures contracts, options
and forward contracts that are not section 1256 contracts (as defined below) generally will be treated as ordinary income and
loss.
Taxation
of Shareholders
Distributions
paid by the Fund from its investment company taxable income generally are taxable as ordinary income to the extent of the Fund’s
current or accumulated earnings and profits (“ordinary income dividends”). Provided that certain holding period and
other requirements are met, such distributions (if properly reported by the Fund) may qualify (i) for the dividends received deduction
available to corporations, but only to the extent that the Fund’s 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 gain rates
to the extent that the Fund receives 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. There can be no assurance as to what portion
of the Fund’s distributions will be eligible for the dividends received deduction or the reduced rates applicable to qualified
dividend income.
Properly
reported distributions of net capital gain (i.e., the excess of net long term capital gain over net short term capital loss) (“capital
gain distributions”), if any, are taxable to shareholders at the reduced rates applicable to long term capital gain, regardless
of how long the shareholder has held the Fund’s shares. Capital gain distributions are not eligible for the dividends received
deduction.
The
Fund may either distribute or retain for reinvestment all or part of its net capital gain. If any such gain is retained, the Fund
will be subject to regular corporate income tax on the retained amount. In that event, the Fund may report 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 U.S.
federal income 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 the amount of undistributed
capital gains included in the shareholder’s income less the tax deemed paid by the shareholder under clause (ii).
Distributions
in excess of the Fund’s current and accumulated earnings and profits will be treated as a tax-free return of capital to
the extent of your adjusted tax basis of your shares and thereafter will be treated as capital gains. 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. In determining the extent to
which a distribution will be treated as being made from the Fund’s earnings and profits, earnings and profits will be allocated
on a pro rata basis first to distributions with respect to the Fund’s preferred shares, and then to the Fund’s common
shares.
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, capital gains, and qualified dividend income) based upon the percentage of total
dividends paid to each class for the tax year. Accordingly, the Fund intends each year to allocate capital gain dividends, dividends
eligible for the dividends received deduction, and dividends that constitute qualified dividend income, 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.
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 paid by the Fund and 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 to shareholders of record on a specified date in one of such months, then such dividend will be treated for
U.S. federal income tax purposes as being paid by the Fund and received by you on December 31 of the year in which the dividend
was declared. In addition, certain other distributions made after the close of the Fund’s taxable year may be “spilled
back” and treated as paid by the Fund (except for purposes of the 4% nondeductible excise tax) during such taxable year.
In such case, you will be treated as having received such dividends in the taxable year in which the distributions were actually
made.
The
price of shares purchased at any time may reflect the amount of a forthcoming distribution. Those purchasing shares just prior
to the record date for a distribution will receive a distribution which will be taxable to them even though it represents in part
a return of invested capital.
Except
as discussed below in the case of a redemption or repurchase of shares, upon a sale, exchange or other disposition of shares,
a shareholder will generally realize a capital gain or loss equal to the difference between the amount of cash and the fair market
value of other property received and the shareholder’s adjusted tax basis in the shares. Such gain or loss will be treated
as long term capital gain or loss if the shares have been held for more than one year. Any loss realized on a sale or exchange
will be disallowed to the extent the shares disposed of are replaced by substantially identical shares within a 61-day period
beginning 30 days before and ending 30 days after the date that the shares are disposed of. In such a case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. In addition, any loss realized by a shareholder on the sale of Fund
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 shares. There are a number of limitations on the use of capital losses under the Code.
In
general, a redemption or repurchase of shares should be treated as a sale or exchange of such shares under section 302 of the
Code, if the distribution of cash (a) is “substantially disproportionate” with respect to the shareholder, (b) results
in a “complete redemption” of the shareholder’s 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 shareholder’s proportionate interest in the Fund and also requires the shareholder to own less than
50% of the voting power of all classes entitled to vote immediately after the redemption or repurchase. A “complete redemption”
of a shareholder’s interest generally requires that all common and preferred shares of the Fund owned by such shareholder
be disposed of. For a distribution to be “not essentially equivalent to a dividend” there must be a “meaningful
reduction” in the shareholder’s 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 common and preferred 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 redemption or repurchase 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 redemption or repurchase and the adjusted tax basis of the sold shares. If none of the tests described above are
met with respect to the redemption or 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 shares. The tax basis in the sold shares will be transferred to any remaining shares held by you
in the Fund (or, in certain cases, may be transferred to a related person or lost entirely). In addition, if the redemption on
repurchase of shares is treated as a “dividend” to a stockholder, a constructive dividend under certain provisions
of the Code may result to non-selling stockholder whose proportionate interest in the earnings and assets of the Fund has been
increased as a result of such transaction.
Certain
U.S. shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a
3.8% Medicare tax on all or a part of their “net investment income,” which includes dividends received from the Fund
and capital gains from the sale or other disposition of the Fund’s stock.
Ordinary
income dividends, capital gain distributions and gain on the sale of Fund shares also may be subject to state, local and foreign
taxes. Shareholders are urged to consult their own tax advisers regarding specific questions about U.S. federal (including the
application of the alternative minimum tax rules), state, local or foreign tax consequences to them of investing in the Fund.
A
shareholder that is a nonresident alien individual or a foreign corporation (a “foreign investor”) generally will
be subject to U.S. federal withholding tax at the rate of 30% (or possibly a lower rate provided by an applicable tax treaty)
on ordinary income dividends. A foreign investor generally will not be subject to U.S. federal income or withholding tax on any
gain realized in respect of any distributions of net capital gain (including net capital gain retained by the Fund but credited
to shareholders) or upon the sale or other disposition of shares of the Fund. Different tax consequences may result if the foreign
investor is engaged in a trade or business in the United States, or 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.
Properly
reported ordinary income dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of
a RIC’s “qualified net interest income” (generally, the RIC’s U.S.-source interest income, other than
certain contingent interest and interest from obligations of a corporation or partnership in which the RIC is at least a 10% shareholder,
reduced by expenses that are allocable to such income) or (ii) are paid in respect of a RIC’s “qualified short term
gains” (generally, the excess of the RIC’s net short term capital gain over the RIC’s net 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 gains, and/or treat such dividends, in whole or in
part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign investor
would need 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 gain. 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 Fund’s distributions would qualify for favorable treatment as qualified net interest income or qualified short term
gains.
Notwithstanding
the foregoing, withholding is generally required at a rate of 30% on dividends in respect of the Fund’s shares held by or
through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement
with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained
by, the institution to the extent such shares or accounts are held by certain U.S. persons or 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 the Fund’s
shares are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of the
Fund’s shares held by an investor that is a non-financial non-U.S. entity will generally be subject to withholding at a
rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial United States owners”
or (ii) provides certain information regarding the entity’s “substantial United States owners,” which the Fund
or other applicable withholding agent will in turn be required to provide to the Secretary of the Treasury. An intergovernmental
agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify
these requirements. Foreign investors are encouraged to consult with their tax advisers regarding the possible implications of
these rules on their investment in the Fund’s shares.
Foreign
investors should consult their tax advisers regarding the tax consequences of investing in the Fund’s shares.
The
Fund may be required to withhold U.S. federal income tax on all taxable distributions and redemption proceeds payable to non-corporate
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 shareholder’s U.S. federal income tax liability,
if any, provided that the required information is furnished to the IRS.
THE
FOREGOING IS A GENERAL AND ABBREVIATED SUMMARY OF CERTAIN 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 OUR SHARES SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING
THE PURCHASE, OWNERSHIP AND DISPOSITION OF SHARES OF THE FUND.
Net
Asset Value
The
information contained under the heading “Additional Fund Information—Net Asset Value” in the Fund’s Annual Report is incorporated herein by reference.
Beneficial
Owners
As
of August 8, 2024, based upon Schedule 13D/13G filings with the SEC, the following persons were known to the Fund to be beneficial
owners of more than 5% of the Fund’s outstanding voting securities:
|
|
|
|
|
|
|
Name
and Address of Beneficial
Owner(s)
|
|
Title of Class
|
|
Amount of Shares and
Nature of Ownership
|
|
Percent of
Class
|
Mario
J. Gabelli and affiliates
One
Corporate Center
Rye,
NY 10580-1422
|
|
Common |
|
568,872
(beneficial)(1) |
|
9.5% |
|
|
|
|
|
|
|
Mario
J. Gabelli and affiliates
One
Corporate Center
Rye,
NY 10580-1422
|
|
Preferred |
|
76,000
(beneficial)(2) |
|
10.0% |
|
(1) Comprised
of 82,062 Common Shares owned directly by Mario J. Gabelli, and 486,810 Common Shares
owned by Associated Capital Group, Inc. (ACG), of which Mr. Gabelli is the Executive
Chair and controlling shareholder. Mr. Gabelli has less than a 100% interest in this
entity and disclaims beneficial ownership of the shares owned by this entity which are
in excess of his indirect pecuniary interest..
(2) Comprised
of 76,000 Series B Preferred Shares owned by Associated Capital Group, Inc.
|
As
of August 8, 2024, the ownership of the Trustees and executive officers as a group constitutes 0.3% of the total common shares
outstanding and 0.1% of the total preferred shares outstanding.
General
Information
Book-Entry-Only
Issuance
The
Depository Trust Company (“DTC”) will act as securities depository for the securities offered pursuant to the Prospectus.
The information in this section concerning DTC and DTC’s 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 Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates 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 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 DTC’s 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; DTC’s 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. DTC’s practice is to credit direct participants’ accounts on the relevant payment
date in accordance with their respective holdings shown on DTC’s 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 Fund’s voting securities in accordance with such procedures. The proxy voting procedures are incorporated
herein by reference to the Fund’s most recently filed Form N-CSR. See “Incorporation By Reference” in the Prospectus.
They are also on file with the SEC and can be reviewed and copied at the SEC’s 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 SEC’s 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 SEC’s Public Reference Section, Washington, D.C. 20549-0102. Information regarding
how the Registrant voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will
be available (i) without charge, upon request, by calling 800-422-3554, or on the Registrant’s website at http://www.gabelli.com,
and (ii) on the Commission’s website at http://www.sec.gov.
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 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 client’s account, unless such trade is executed on more favorable terms for the client’s account and it is determined
that such trade will not adversely affect the client’s account. Short term trading by such trustee/directors, officers and
employees for their own accounts in securities held by a Fund client’s 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 SEC’s 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 SEC’s 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 SEC’s 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 Joint Code of Ethics
sets forth policies to guide the chief executive and senior financial officers in the performance of their duties. The Joint Code
of Ethics is on file with the SEC and can be reviewed and copied at the SEC’s 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 Joint
Code of Ethics is also available on the EDGAR Database on the SEC’s internet site (http://www.sec.gov), and copies of the
Joint 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 SEC’s Public Reference Section, Washington, D.C. 20549-0102.
Incorporation
by Reference
As
noted in the Prospectus, we are allowed to “incorporate by reference” the information that we file with the SEC, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of the Prospectus, the SAI or the Prospectus Supplement, as applicable, and later information that we
file with the SEC will automatically update and supersede this information.
PART
C
OTHER
INFORMATION
Item 25. | Financial
Statements and Exhibits |
Part
A
The
audited financial statements included in the annual report to the Fund’s shareholders for the fiscal year ended December 31,
2023 (the “Annual Report”), together with the report of PricewaterhouseCoopers LLP thereon,
are incorporated by reference to the Annual Report in Part A.
Part
B
None
(ii) Statement of Preferences for the Series A Cumulative Puttable and Callable Preferred Shares (2)
(iii) Statement of Preferences for the Series B Cumulative Puttable and Callable Preferred Shares (3)
(iv) Amendment to Statement for Preferences of Series B Cumulative Puttable and Callable Preferred Shares (10)
(v)
Statement of Preferences for
Cumulative Preferred Shares *
(ii)
Amendment No. 1 to the Amended and Restated By-Laws of Registrant (9)
| (d) | (i)
Form of Subscription Certificate for Common
Shares * |
(ii)
Form of Subscription Certificate for [ ]% Series
Cumulative Preferred Shares *
(iii)
Form of Subscription Certificate for Common Shares and [ ]% Series B Cumulative Puttable and Callable Preferred
Shares *
(iv) Form of Indenture (10)
(v)
Form T-1 Statement of Eligibility of Trustee with respect to the Form of Indenture *
| (e) | Automatic
Dividend Reinvestment and Voluntary Cash Purchase Plans of Registrant – included
in Prospectus |
| (h) | (i)
Form of Underwriting Agreement * |
(ii)
Form of Dealer Manager Agreement *
(iii) Fee and Service Schedule for Stock Transfer Services between Registrant, Computershare Trust Company, N.A. and Computershare, Inc. (4)
(iv)
Form of Rights Agent Agreement *
(v)
Form of Information Agent Agreement *
(ii)
Form of Prospectus Supplement Relating to Common Shares (10)
(iii) Form of Prospectus Supplement Relating to Preferred Shares (10)
(iv)
Form of Prospectus Supplement Relating to Notes (10)
(v) Form of Prospectus Supplement Relating to Subscription Rights to Purchase Common Shares (10)
(vi)
Form of Prospectus Supplement Relating to Subscription Rights to Purchase Preferred Shares (10)
(vii)
Form of Prospectus Supplement Relating to Subscription Rights to Purchase Common and Preferred Shares (10)
(1) | Incorporated
by reference to the Registrant’s pre-effective Amendment No. 1 to the Registration
Statement on Form N-2, File Nos. 333-175701 and 811-21529, as filed with the Securities
and Exchange Commission on September 19, 2011. |
(2) | Incorporated
by reference to the Registrant’s post-effective Amendment No. 7 to the Registration
Statement on Form N-2, File Nos. 333-175701 and 811-21529, as filed with the Securities
and Exchange Commission on May 7, 2013. |
(3) | Incorporated
by reference to the Registrant’s post-effective Amendment No. 3 to the Registration
Statement on Form N-2, File Nos. 333- 223652 and 811-21529, as filed with the Securities
and Exchange Commission on November 9, 2018. |
(4) | Incorporated
by reference to the Registrant’s pre-effective Amendment No. 2 to the Registration
Statement on Form N-2, File Nos. 333-113621 and 811-21529, as filed with the Securities
and Exchange Commission on May 25, 2004. |
(5) | Incorporated
by reference to the Registrant’s Registration Statement on Form N-2, File Nos.
333-223652 and 811-21529, as filed with the Securities and Exchange Commission on March
14, 2018. |
(6) | Incorporated
by reference to The Gabelli Multimedia Trust Inc.’s post-effective amendment No.
4 to the Registration Statement on Form N-2, File No. 333-218771 and 811-08476, as filed
with the Securities and Exchange Commission on December 20, 2019. |
(7) | Incorporated
by reference to The Gabelli Dividend & Income Trust’s Tender Offer Statement
on Schedule TO, File No. 005- 84324, filed on March 17, 2021. |
(8) | Incorporated
by reference to the Registrant’s Registration Statement on Form N-2, File No. 811-21529,
filed with the Commission on May 24, 2021. |
(9) | Incorporated
by reference to the Registrant’s post-effective Amendment No. 2 to the Registrant’s
Registration Statement on Form N-2, file Nos. 333-256447 and 811-21529, as filed with
the Securities and Exchange Commission on August 25, 2022. |
(10) | Incorporated by reference to the Registrant’s Registration Statement on
Form N-2, File Nos. 333-280438 and 811-21529, filed with the Commission on June 24, 2024. |
* | To
be filed by amendment. |
Item 26. | Marketing
Arrangements |
The
information contained under the heading “Plan of Distribution” in the Prospectus is incorporated by reference, and
any information concerning any underwriters will be contained in the accompanying Prospectus Supplement, if any.
Item 27. | Other
Expenses of Issuance and Distribution |
The
following table sets forth the estimated expenses to be incurred in connection with the offering described in this Registration
Statement:
| |
| |
SEC registration fees | |
$ | 18,450 | |
NYSE American listing fee | |
$ | 40,000 | |
Rating Agency fees | |
$ | 100,000 | |
Printing/engraving expenses | |
$ | 275,000 | |
Auditing fees and expenses | |
$ | 55,000 | |
Legal fees and expenses | |
$ | 500,000 | |
Miscellaneous | |
$ | 217,550 | |
Total | |
$ | $1,206,000 | |
Item 28. | Persons
Controlled by or Under Common Control with Registrant |
None.
Item 29. | Number
of Holders of Securities as of August 8, 2024 |
Title
of Class
|
|
Number of
Record Holders
|
Common
Shares of Beneficial Interest |
|
9 |
Series
A Cumulative Puttable and Callable Preferred Shares |
|
2 |
Series
B Cumulative Puttable and Callable Preferred Shares |
|
1 |
Article
IV of the Registrant’s Second Amended and Restated Agreement and Declaration of Trust provides as follows:
4.1
No Personal Liability of Shareholders, Trustees, etc. No Shareholder of the Trust shall be subject in such capacity to any personal
liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders
shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated
under the general corporation law of the State of Delaware. No Trustee or officer of the Trust shall be subject in such capacity
to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with Trust Property
or the affairs of the Trust, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance,
gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons
shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the
Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any
such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability.
4.2
Mandatory Indemnification. (a) The Trust shall indemnify the Trustees and officers of the Trust (each such person being an “indemnitee”)
against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties,
and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may
be or may have been involved as a party or otherwise (other than, except as authorized by the Trustees, as the plaintiff or complainant)
or with which he may be or may have been threatened, while acting in any capacity set forth above in this Section 4.2 by reason
of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith
in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as
to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall
be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence (negligence in the case of Affiliated Indemnitees), or (iv) reckless disregard
of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes
referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action, suit or other
proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of
such action, suit or other proceeding by such indemnitee was authorized by a majority of the Trustees.
(b)
Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (1) by a final
decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification
hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (2) in the absence of such a decision,
by (i) a majority vote of a quorum of those Trustees who are neither Interested Persons of the Trust nor parties to the proceeding
(“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (ii) if such
quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion conclude
that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection
with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph
(c) below.
(c)
The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief
that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless
it is subsequently determined that he is entitled to such indemnification and if a majority of the Trustees determine that the
applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following
conditions must be met: (1) the indemnitee shall provide adequate security for his undertaking, (2) the Trust shall be insured
against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the Disinterested Non-Party Trustees,
or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review
of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
(d)
The rights accruing to any indemnitee under these provisions shall not exclude any other right to which he may be lawfully entitled.
(e)
Notwithstanding the foregoing, subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have
the power and authority to indemnify Persons providing services to the Trust to the full extent provided by law as if the Trust
were a corporation organized under the Delaware General Corporation Law provided that such indemnification has been approved by
a majority of the Trustees.
4.3
No Duty of Investigation; Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with
the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of
any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of
money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation,
contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed
in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their
capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may
maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such
amount as the Trustees shall deem adequate to cover possible liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable or is required by the 1940 Act.
4.4
Reliance on Experts, etc. Each Trustee and officer or employee of the Trust shall, in the performance of its duties, be fully
and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon
the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of the
Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser
or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of
whether such counsel or other person may also be a Trustee.
Section
9 of the Registrant’s Investment Advisory Agreement provides as follows:
9.
Indemnity
(a)
The Fund hereby agrees to indemnify the Adviser and each of the Adviser’s trustees, officers, employees, and agents (including
any individual who serves at the Adviser’s request as director, officer, partner, trustee or the like of another corporation)
and controlling persons (each such person being an “indemnitee”) against any liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees (all as provided in accordance with
applicable corporate law) reasonably incurred by such indemnitee in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may
be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any
capacity set forth above in this paragraph or thereafter by reason of his having acted in any such capacity, except with respect
to any matter as to which he shall have been adjudicated not to have acted in good faith in the reasonable belief that his action
was in the best interest of the Fund and furthermore, in the case of any criminal proceeding, so long as he had no reasonable
cause to believe that the conduct was unlawful, provided, however, that (1) no indemnitee shall be indemnified hereunder against
any liability to the Fund or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct
referred to in such clauses (i) through (v) being sometimes referred to herein as “disabling conduct”), (2) as to
any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that
such settlement or compromise is in the best interests of the Fund and that such indemnitee appears to have acted in good faith
in the reasonable belief that his action was in the best interest of the Fund and did not involve disabling conduct by such indemnitee
and (3) with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification
shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority
of the full Board of the Fund. Notwithstanding the foregoing the Fund shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Fund cannot lawfully waive.
(b)
The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Fund receives a written affirmation of the indemnitee’s good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently
determined that he is entitled to such indemnification and if the trustees of the Fund determine that the facts then known to
them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee
shall provide a security for his undertaking, (B) the Fund shall be insured against losses arising by reason of any lawful advances,
or (C) a majority of a quorum of trustees of the Fund who are neither “interested persons” of the Fund (as defined
in Section 2(a)(19) of the Act) nor parties to the proceeding (“Disinterested Non-Party Trustees”) or an independent
legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.
(c)
All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct or, (2) in
the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-party Trustees of the Fund, or (ii)
if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel
in a written opinion.
The
rights accruing to any indemnitee under these provisions shall not exclude any other right to which he may be lawfully entitled.
Other
Underwriter
indemnification provisions to be filed by amendment.
Additionally,
the Registrant and the other funds in the Gabelli/GAMCO Fund Complex jointly maintain, at their own expense, E&O/D&O insurance
policies for the benefit of its directors/trustees, officers and certain affiliated persons. The Registrant pays a pro rata portion
of the premium on such insurance policies.
Insofar
as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. | Business
and Other Connections of Investment Adviser |
The
Investment Adviser, a limited liability company organized under the laws of the State of New York, acts as investment adviser
to the Registrant. The Registrant is fulfilling the requirement of this Item 31 to provide a list of the officers and directors
of the Investment Adviser, together with information as to any other business, profession, vocation or employment of a substantial
nature engaged in by the Investment Adviser or those officers and directors during the past two years, by incorporating by reference
the information contained in the Form ADV of the Investment Adviser filed with the Securities and Exchange Commission pursuant
to the Investment Advisers Act of 1940 (Securities and Exchange Commission File No. 801-37706).
Item 32. | Location
of Accounts and Records |
The
accounts and records of the Registrant are maintained in part at the office of the Investment Adviser at One Corporate Center,
Rye, New York 10580-1422, in part at the offices of the Fund’s custodian, State Street Bank and Trust Company, at One Lincoln
Street, Boston, Massachusetts 02111, and in part at the offices of the Fund’s shareholder services and transfer agent, Computershare
Trust Company, N.A. at 150 Royall Street, Canton, Massachusetts 02021.
Item 33. | Management
Services |
Not
applicable.
| a. | to
file, during a period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: |
| (1) | to
include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (2) | to
reflect in the prospectus any facts or events after the effective date of the registration
statement (or the most recent post- effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement. |
| (3) | to
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in
the Registration Statement. |
Provided,
however, that paragraphs a(1), a(2), and a(3) of this section do not apply to the extent the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| b. | that
for the purpose of determining any liability under the Securities Act, each post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; |
| c. | to
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering; |
| d. | that,
for the purpose of determining liability under the Securities Act to any purchaser: |
| (1) | if
the Registrant is subject to Rule 430B: |
| (A) | Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and |
| (B) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or |
| (2) | if
the Registrant is subject to Rule 430C: each prospectus filed pursuant to Rule 424(b)
under the Securities Act as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that
was part of the registration statement or made in any such document immediately prior
to such date of first use. |
| e. | that
for the purpose of determining liability of the Registrant under the Securities Act to
any purchaser in the initial distribution of securities: |
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to the purchaser:
| (1) | any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering
required to be filed pursuant to Rule 424 under the Securities Act; |
| (2) | free
writing prospectus relating to the offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned Registrant; |
| (3) | the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under
the Securities Act relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the undersigned
Registrant; and |
| (4) | any
other communication that is an offer in the offering made by the undersigned Registrant
to the purchaser. |
| 5. | The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference into the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| 6. | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. |
| 7. | Registrant
undertakes to send by first class mail or other means designed to ensure equally prompt
delivery, within two business days of receipt of a written or oral request, any prospectus
or Statement of Additional Information. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, and State of New York, on the
16th day of August, 2024.
|
|
|
|
The
Gabelli Global Utility & Income Trust |
|
|
|
|
By: |
|
|
|
John
C. Ball
President,
Treasurer and Principal Financial and Accounting Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities indicated and on the 16th day of August, 2024.
|
|
|
Name
|
|
Title
|
|
|
|
*
|
|
Trustee |
Calgary
Avansino |
|
|
|
|
|
*
|
|
Trustee |
James
P. Conn |
|
|
|
|
|
*
|
|
Trustee |
Vincent
D. Enright |
|
|
|
|
|
*
|
|
Trustee |
Leslie
F. Foley |
|
|
|
|
|
*
|
|
Trustee |
Michael
J. Melarkey |
|
|
|
|
|
*
|
|
Trustee |
Salvatore
M. Salibello |
|
|
|
|
|
* |
|
Trustee |
Salvatore
J. Zizza |
|
|
|
|
|
|
|
Attorney-in-Fact |
John
C. Ball |
|
|
* | Pursuant
to a Power of Attorney |
EXHIBIT
INDEX
EXHIBIT
NUMBER
|
|
DESCRIPTION
OF EXHIBIT
|
Ex. (k)(i)(r) |
|
Amendment No. 18 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(s) |
|
Amendment No. 19 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(t) |
|
Amendment No. 20 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(u) |
|
Amendment No. 21 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(v) |
|
Amendment No. 22 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(w) |
|
Amendment No. 23 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(x) |
|
Amendment No. 24 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (k)(i)(y) |
|
Amendment No. 25 to Transfer Agency and Service Agreement among Registrant, Computershare Trust Company, N.A. and Computershare Inc. |
Ex. (l) |
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP with respect to legality |
Ex. (n) |
|
Consent of Independent Registered Public Accounting Firm |
Ex. (t)(i) |
|
Powers of Attorney of the Registrant’s Trustees |
107 |
|
Calculation of Filing Fee Exhibit |
The Gabelli Global Utility & Income Trust N-2A
Exhibit
99(k)(i)(r)
Eighteenth
Amendment to Transfer Agency and Service Agreement
This
Eighteenth Amendment (“Amendment’’), effective as of April 19, 2021 (’‘Effective Date’’), is to the Transfer Agency and Service
Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary
Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies
listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. That the “The Gabelli Dividend & Income Trust Series J Cumulative Term Preferred”
(the “Series J Preferred”) of, (the “Fund”) is hereby designated by the Fund as a new class of Shares
covered under the Agreement.
2.
Amendment of the Agreement. In order that the Series J Preferred may be designated as a new class of Shares under the Agreement,
including, without limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself to the terms and conditions
thereof with respect to the Series J Preferred and acknowledges that by its execution and delivery of this Amendment it shall
assume all of the obligations and shall be entitled to all of the rights, duties and obligations of a Company with respect to
a class of Shares, as if the Series J Preferred were an original designated class of Shares under the Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’).
The
Schedule is hereby amended as follows:
Add
“The Gabelli Dividend & Income Trust Series J Cumulative Preferred Stock” to the following subsection in the “FEES”
section:
“$880.00 Per
Month”
4.
Exhibit. Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects
the addition of the “The Gabelli Dividend & Income Trust Series J Cumulative Term Preferred Stock” to the Agreement.
5.
Capitalized Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6.
Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force
and effect and the valid and binding obligation of the parties thereto in accordance with its terms.
7.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature
to this Amendment transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an original
signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
|
|
|
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT |
|
|
|
|
By: |
|
|
|
|
|
Name: |
John
C. Ball |
|
|
|
|
Title: |
Treasurer |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
On
behalf of both entities
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
● | 4.00%
Series E Cumulative Preferred Stock |
Gabelli
Dividend & Income Trust
● | 5.875%
Series A Cumulative Preferred |
● | 6.00%
Series D Cumulative Preferred |
● | 5.25%
Series G Cumulative Preferred |
● | 5.375%
Series H Cumulative Preferred |
● | Series
J Cumulative Term Preferred |
Gabelli
Equity Trust Inc.
● | 5.875%
Series D Cumulative Preferred |
● | 5.00%
Series G Cumulative Preferred |
● | 5.00%
Series H Cumulative Preferred |
● | 5.45%
Series J Cumulative Preferred |
● | 5.00%
Series K Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
● | 6.00%
Series B Cumulative Preferred |
● | 5.125%
Series E Cumulative Preferred |
● | 5.125% Series G Cumulative Preferred |
Gabelli
Global Small and Mid -Cap Value Trust
● | Series
A Cumulative Preferred |
Gabelli
Global Utility & Income Trust
● | Series
A Cumulative Puttable and Callable Preferred |
● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
● | 5.76%
Series A Cumulative Preferred |
● | 5.875%
Series B Cumulative Preferred |
● | 4.00% Series C Cumulative Preferred |
Gabelli
Utility Trust
● | 5.625%
Series A Cumulative Preferred |
● | 5.375%
Series C Cumulative Preferred |
Gabelli
Go Anywhere Trust
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(s)
Nineteenth
Amendment to Transfer Agency and Service Agreement
This
Nineteenth Amendment (“Amendment’’), effective as of October 04, 2021 (’‘Effective Date’’), is to the Transfer Agency
and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully
owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End
Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. That the “The Gabelli Dividend & Income Trust Series K Preferred” (the “Series
K Preferred”) of, (the “Fund”) is hereby designated by the Fund as a new class of Shares covered under the Agreement.
2.
Amendment of the Agreement. In order that the Series K Preferred may be designated
as a new class of Shares under the Agreement, including, without limitation, any and all schedules and exhibits thereto, the Fund
agrees and binds itself to the terms and conditions thereof with respect to the Series J Preferred and acknowledges that by its
execution and delivery of this Amendment it shall assume all of the obligations and shall be entitled to all of the rights, duties
and obligations of a Company with respect to a class of Shares, as if the Series J Preferred were an original designated class
of Shares under the Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’).
The Schedule is
hereby amended as follows:
Add
“The Gabelli Dividend & Income Trust Series K Preferred Stock” to the following subsection in the “FEES”
section:
“$1,500.00 |
One-time
project fee |
$880.00 |
Per
Month” |
4.
Exhibit. Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects
the addition of the “The Gabelli Dividend & Income Trust Series K Preferred Stock” to the Agreement.
5.
Capitalized Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6.
Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force
and effect and the valid and binding obligation of the parties thereto in accordance with its terms.
7. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this
Amendment transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an
original signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
|
|
|
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT |
|
|
|
By: |
|
|
|
|
|
Name: |
John
Ball |
|
|
|
|
Title: |
Treasurer |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
On
behalf of both entities
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
● | 4.00%
Series E Cumulative Preferred Stock |
Gabelli
Dividend & Income Trust
● | 5.25%
Series G Cumulative Preferred |
● | 5.375%
Series H Cumulative Preferred |
● | Series
J Cumulative Term Preferred |
Gabelli
Equity Trust Inc.
● | 5.00%
Series G Cumulative Preferred |
● | 5.00%
Series H Cumulative Preferred |
● | 5.45%
Series J Cumulative Preferred |
● | 5.00%
Series K Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
● | 5.125%
Series E Cumulative Preferred |
● | 5.125% Series G Cumulative Preferred |
Gabelli
Global Small and Mid -Cap Value Trust
● | Series
A Cumulative Preferred |
Gabelli
Global Utility & Income Trust
● | Series
A Cumulative Puttable and Callable Preferred |
● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healt hcare & WellnessR x Trust
● | 4.00%
Series C Cumulative Preferred |
Gabelli
Utility Trust
● | 5.625%
Series A Cumulative Preferred |
● | 5.375%
Series C Cumulative Preferred |
Gabelli
Go Anywhere Trust
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(t)
Twentieth
Amendment to Transfer Agency and Service Agreement
This
Twentieth Amendment (“Amendment’’), effective as of October 15, 2021 (’‘Effective Date’’), is to the Transfer Agency and
Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned
subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment
Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. That the “The Gabelli Healthcare WellnessRx Trust 4.00% Series E Cumulative Preferred”
(the “Series E Preferred”) of, (the “Fund”) is hereby designated by the Fund as a new class of Shares
covered under the Agreement.
2.
Amendment of the Agreement. In order that the Series E Preferred may be designated as a new class of Shares under the Agreement,
including, without limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself to the terms and conditions
thereof with respect to the Series J Preferred and acknowledges that by its execution and delivery of this Amendment it shall
assume all of the obligations and shall be entitled to all of the rights, duties and obligations of a Company with respect to
a class of Shares, as if the Series E Preferred were an original designated class of Shares under the Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’). The Schedule is
hereby amended as follows:
Add
“The Gabelli Healthcare WellnessRx Trust 4.00% Series E Cumulative Preferred (the “Series E Preferred” Cumulative
Preferred Stock” to the following subsection in the “FEES” section:
“$1,500.00 |
One-time
project fee |
$880.00 |
Per
Month” |
4. Exhibit. Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects
the addition of the “The Gabelli Healthcare WellnessRx Trust 4.00% Series E Cumulative Preferred Stock” to the Agreement.
5.
Capitalized Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6.
Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force
and effect and the valid and binding obligation of the parties thereto in accordance with its terms.
7.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature
to this Amendment transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an original
signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT
By: | |
|
| |
|
Name: | John
Ball |
|
| |
|
Title: | Treasurer |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
On
behalf of both entities |
|
|
|
By: |
|
|
|
|
|
Name: |
Rachel
Fisher |
|
|
|
|
Title: |
Sr
Contract Negotiation Specialist |
|
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
● | Common |
● | 4.00%
Series E Cumulative Preferred Stock |
Gabelli
Dividend & Income Trust
● | Common |
● | 5.25%
Series G Cumulative Preferred |
● | 5.375%
Series H Cumulative Preferred |
● | Series
J Cumulative Term Preferred |
● | Series
K Cumulative Preferred |
Gabelli
Equity Trust Inc.
● | Common |
● | 5.00%
Series G Cumulative Preferred |
● | 5.00%
Series H Cumulative Preferred |
● | 5.45%
Series J Cumulative Preferred |
● | 5.00%
Series K Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
● | Common |
● | 5.125%
Series E Cumulative Preferred |
● | 5.125%
Series G Cumulative Preferred |
Gabelli
Global Small and Mid -Cap Value Trust
● | Common |
● | Series
A Cumulative Preferred |
Gabelli
Global Utility & Income Trust
● | Common |
● | Series
A Cumulative Puttable and Callable Preferred |
● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
● | Common |
● | 4.00%
Series C Cumulative Preferred |
● | 4.00%
Series E Cumulative Preferred |
Gabelli
Utility Trust
● | Common |
● | 5.625%
Series A Cumulative Preferred |
● | 5.375%
Series C Cumulative Preferred |
Gabelli
Go Anywhere Trust
The Gabelli Global Utility & Income Trust N-2A
Exhibit
99(k)(i)(u)
Twenty-first
Amendment to Transfer Agency and Service Agreement
This
Twenty-first Amendment (“Amendment’’), effective as of November 1, 2021 (’‘Effective Date’’), is to the Transfer Agency and
Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned
subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment
Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. That the “The Gabelli Global Small and Mid-Cap Value Trust 4.00% Series B Cumulative
Preferred” (the “Series B Preferred”) of, (the “Fund”) is hereby designated by the Fund as a new class
of Shares covered under the Agreement.
2.
Amendment of the Agreement. In order that the Series B Preferred may be designated as a new class of Shares under the Agreement,
including, without limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself to the terms and conditions
thereof with respect to the Series B Preferred and acknowledges that by its execution and delivery of this Amendment it shall
assume all of the obligations and shall be entitled to all of the rights, duties and obligations of a Company with respect to
a class of Shares, as if the Series B Preferred were an original designated class of Shares under the Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’). The Schedule is hereby amended
as follows:
Add
“The Gabelli Global Small and Mid-Cap Value Trust 4.00% Series B Cumulative Preferred” to the following subsection
in the “FEES” section:
| “
$1,500.00 | One-time
project fee |
| $880.00 | Per
Month (Annual Fee, $10,560)” |
4.
Exhibit. Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects
the addition of the “The Gabelli Global Small and Mid-Cap Value Trust 4.00% Series B Cumulative Preferred” to the
Agreement.
5.
Capitalized Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6.
Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force
and effect and the valid and binding obligation of the parties thereto in accordance with its terms.
7.
Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Amendment transmitted and/or executed electronically shall have the same authority, effect, and enforceability
as an original signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT
| By: | |
|
| Name: | John
Ball |
|
| Title: | Treasurer |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE TRUST COMPANY, N.A.
On
behalf of both entities
| By: | |
|
| Name: | Rachel
Fisher |
|
| Title: | Sr
Contract Negotiation Specialist |
|
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
| ● | 4.00%
Series E Cumulative Preferred Stock |
Gabelli
Dividend & Income Trust
| ● | 5.25%
Series G Cumulative Preferred |
| ● | 5.375%
Series H Cumulative Preferred |
| ● | Series
J Cumulative Term Preferred |
| ● | Series
K Cumulative Preferred |
Gabelli
Equity Trust Inc.
| ● | 5.00%
Series G Cumulative Preferred |
| ● | 5.00%
Series H Cumulative Preferred |
| ● | 5.45%
Series J Cumulative Preferred |
| ● | 5.00%
Series K Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
● | 5.125%
Series E Cumulative Preferred |
● | 5.125%
Series G Cumulative Preferred |
Gabelli
Global Small and Mid-Cap Value Trust
| ● | Series
A Cumulative Preferred |
| ● | 4.00%
Series B Cumulative Preferred |
Gabelli
Global Utility & Income Trust
| ● | Series
A Cumulative Puttable and Callable Preferred |
| ● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
| ● | Common |
| ● | 4.00%
Series C Cumulative Preferred |
| ● | 4.00%
Series E Cumulative Preferred |
Gabelli
Utility Trust
| ● | 5.625%
Series A Cumulative Preferred |
| ● | 5.375%
Series C Cumulative Preferred |
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(v)
Twenty-second
Amendment to Transfer Agency and Service Agreement
This
Twenty-second Amendment (“Amendment”), effective as of December 17, 2021 (“Effective Date”), is to
the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among
Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer
Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a
“Company” and collectively the “Company”).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:
1. Designation
of a New Company. That the “The Gabelli Equity Trust Series M Cumulative Preferred” (the “Series M Preferred”)
of, (the “Fund”) is hereby designated by the Fund as a new class of Shares covered under the Agreement.
2. Amendment
of the Agreement. In order that the “Series M Cumulative Preferred” may be designated as a new class of Shares
under the Agreement, including, without limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself
to the terms and conditions thereof with respect to the Series M Preferred and acknowledges that by its execution and delivery
of this Amendment it shall assume all of the obligations and shall be entitled to all of the rights, duties and obligations of
a Company with respect to a class of Shares, as if the Series M Preferred were an original designated class of Shares under the
Agreement.
3. Amendment
of the Fee and Service Schedule for Stock Transfer Services (“Schedule”). The Schedule is hereby amended as
follows:
Add
“The Gabelli Equity Trust Series M Cumulative Preferred” to the following subsection in the “FEES” section:
| “$1,500.00 |
One-time project fee |
| $880.00 |
Per Month (Annual Fee, $10,560)” |
4. Exhibit.
Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects the addition of
the “The Gabelli Equity Trust Series M Preferred”to the Agreement.
5. Capitalized
Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6. Limited
Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect
and the valid and binding obligation of the parties thereto in accordance with its terms.
7. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment
transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an original signature.
8. Governing
Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly agreed
and authorized, as of the Effective Date.
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT
By: |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
On
behalf of both entities
By: |
|
Title: | Senior
Manager, Contract Operations |
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
| ● | 4.00%
Series E Cumulative Preferred Stock |
Gabelli
Dividend & Income Trust
| ● | 5.25%
Series G Cumulative Preferred |
| ● | 5.375%
Series H Cumulative Preferred |
| ● | Series
J Cumulative Term Preferred |
| ● | Series
K Cumulative Preferred |
Gabelli
Equity Trust Inc.
| ● | 5.00%
Series G Cumulative Preferred |
| ● | 5.00%
Series H Cumulative Preferred |
| ● | 5.45%
Series J Cumulative Preferred |
| ● | 5.00%
Series K Cumulative Preferred |
| ● | Series
M Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
| ● | 5.125%
Series E Cumulative Preferred |
| ● | 5.125%
Series G Cumulative Preferred |
Gabelli
Global Small and Mid-Cap Value Trust
| ● | Series
A Cumulative Preferred |
| ● | 4.00%
Series B Cumulative Preferred |
Gabelli
Global Utility & Income Trust
| ● | Series
A Cumulative Puttable and Callable Preferred |
| ● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
| ● | 4.00%
Series C Cumulative Preferred |
| ● | 4.00%
Series E Cumulative Preferred |
Gabelli
Utility Trust
| ● | 5.625%
Series A Cumulative Preferred |
| ● | 5.375%
Series C Cumulative Preferred |
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(w)
Twenty-third
Amendment to Transfer Agency and Service Agreement
This
Twenty-third Amendment (“Amendment’’), effective as of December 27, 2022 (’‘Effective Date’’), is to the Transfer Agency
and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully
owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End
Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. That the “The Gabelli Convertible & Income Security Fund Series G Preferred”
(the “Series G Preferred”) of, (the “Fund”) is hereby designated by the Fund as a new class of Shares covered
under the Agreement.
2.
Amendment of the Agreement. In order that the “Series G Preferred” may be designated as a new class of Shares
under the Agreement, including, without limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself
to the terms and conditions thereof with respect to the Series G Preferred and acknowledges that by its execution and delivery
of this Amendment it shall assume all of the obligations and shall be entitled to all of the rights, duties and obligations of
a Company with respect to a class of Shares, as if the Series G Preferred were an original designated class of Shares under the
Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’). The Schedule is hereby amended
as follows:
Add
” section:
“$1,500.00 |
One-time project fee |
$880.00 |
Per Month (Annual Fee,
$10,560)” |
4. Exhibit.
Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects the addition of
the “The Gabelli Equity Trust Series G Preferred” to the Agreement.
5. Capitalized
Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6. Limited
Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect
and the valid and binding obligation of the parties thereto in accordance with its terms.
7. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment
transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an original signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
THE GABELLI CLOSED-END INVESTMENT
COMPANIES LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT |
|
|
|
|
By: |
|
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
|
|
|
|
On behalf of both entities |
|
|
|
By: |
|
|
|
|
|
Name: |
Rachel
Fisher |
|
|
|
|
Title: |
Sr Contract
Negotiation Specialist |
|
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
| ● | Series
G Cumulative Preferred |
Gabelli
Dividend & Income Trust
| ● | 5.375%
Series H Cumulative Preferred |
| ● | Series
J Cumulative Term Preferred |
| ● | Series
K Cumulative Preferred |
Gabelli
Equity Trust Inc.
| ● | 5.00%
Series G Cumulative Preferred |
| ● | 5.00%
Series H Cumulative Preferred |
| ● | 5.00%
Series K Cumulative Preferred |
| ● | Series
M Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
| ● | 5.125%
Series E Cumulative Preferred |
| ● | 5.125% Series G Cumulative Preferred |
Gabelli
Global Small and Mid-Cap Value Trust
| ● | 4.00%
Series B Cumulative Preferred |
Gabelli
Global Utility & Income Trust
| ● | Series
A Cumulative Puttable and Callable Preferred |
| ● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
| ● | 4.00%
Series C Cumulative Preferred |
| ● | 4.00%
Series E Cumulative Preferred |
Gabelli
Utility Trust
| ● | 5.375%
Series C Cumulative Preferred |
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(x)
Twenty-fourth Amendment to Transfer Agency
and Service Agreement
This Twenty-fourth Amendment (“Amendment’’),
effective as of January 18, 2023 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement,
as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its affiliate Computershare
Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies
listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS, each Company and the Transfer Agent
are parties to the Agreement; and
WHEREAS, each Company and the Transfer Agent
desire to amend the Agreement upon the terms and conditions set forth herein;
NOW THEREFORE, for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Designation of a New Company.
The “Gabelli Healthcare & WellnessRX Trust 5.20% Series G Cumulative Preferred Shares” (the “Series
G Preferred”) of The Gabelli Healthcare & WellnessRX Trust (the “Fund”) is hereby designated by
the Fund as a new class of Shares covered under the Agreement.
2. Amendment of the Agreement. In
order that the “Series G Preferred” may be designated as a new class of Shares under the Agreement, including, without
limitation, any and all schedules and exhibits thereto, the Fund agrees and binds itself to the terms and conditions thereof with
respect to the Series G Preferred and acknowledges that by its execution and delivery of this Amendment it shall assume all of
the obligations and shall be entitled to all of the rights, duties and obligations of a Company with respect to a class of Shares,
as if the Series G Preferred were an original designated class of Shares under the Agreement.
3. Amendment of the Fee and Service Schedule
for Stock Transfer Services (“Schedule”). The Schedule is hereby amended as follows:
Add The “Gabelli Healthcare & WellnessRX
Trust 5.20% Series G Cumulative Preferred Shares” to the following subsection in the “FEES” section:
“$1,500.00 |
One-time project fee |
$1,000.00 |
Per Month” |
4. Exhibit. Exhibit A is hereby deleted
in its entirety and replaced with the new Exhibit A attached hereto, which reflects the addition of the Gabelli Healthcare &
WellnessRX Trust 5.20% Series G Cumulative Preferred Shares” to the Agreement.
5. Capitalized Terms. Capitalized
terms not defined herein shall have the same meaning as set forth in the Agreement.
6. Limited Effect. Except as expressly
modified herein, the Agreement shall continue to be and shall remain, in full force and effect and the valid and binding obligation
of the parties thereto in accordance with its terms.
7. Counterparts. This Amendment
may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted
and/or executed electronically shall have the same authority, effect, and enforceability as an original signature.
8. Governing Law. This Amendment
shall be governed by the laws of the Commonwealth of Massachusetts.
[The remainder of page intentionally left
blank.]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by their respective officers, hereunto duly agreed and authorized, as of the
Effective Date.
|
|
|
THE GABELLI CLOSED-END INVESTMENT COMPANIES |
LISTED ON EXHIBIT A ATTACHED TO THE AGREEMENT |
By: |
|
|
Name: |
John C. Ball |
|
Title: |
Treasurer |
|
|
|
|
COMPUTERSHARE INC. and |
|
COMPUTERSHARE TRUST COMPANY, N.A. |
|
|
|
|
On behalf of both entities |
|
|
|
|
By: |
|
|
Name: |
Dennis V. Moccia |
|
Title: |
Senior Manager, Contract Operations |
|
EXHIBIT A
Gabelli Convertible and Income Securities Fund Inc.
| ● | Series G Cumulative Preferred |
Gabelli Dividend & Income Trust
| ● | 5.375% Series H Cumulative Preferred |
| ● | Series J Cumulative Term Preferred |
| ● | Series K Cumulative Preferred |
Gabelli Equity Trust Inc.
| ● | 5.00% Series G Cumulative Preferred |
| ● | 5.00% Series H Cumulative Preferred |
| ● | 5.00% Series K Cumulative Preferred |
| ● | Series M Cumulative Preferred |
Gabelli Multimedia Trust Inc.
| ● | 5.125% Series E Cumulative Preferred |
| ● | 5.125% Series G Cumulative Preferred |
Gabelli Global Small and Mid-Cap Value Trust
| ● | 4.00% Series B Cumulative Preferred |
Gabelli Global Utility & Income Trust
| ● | Series A Cumulative Puttable and Callable Preferred |
| ● | Series B Cumulative Puttable and Callable Preferred |
Gabelli Healthcare & WellnessRx Trust
| ● | 4.00% Series E Cumulative Preferred |
| ● | 5.20% Series G Cumulative Preferred |
Gabelli Utility Trust
| ● | 5.375% Series C Cumulative Preferred |
The Gabelli Global Utility & Income Trust N-2A
Exhibit 99(k)(i)(y)
Twenty-fifth
Amendment to Transfer Agency and Service Agreement
This
Twenty-fifth Amendment (“Amendment’’), effective as of December 28, 2023 (’‘Effective Date’’), is to the Transfer Agency
and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its affiliate
Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies
listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
WHEREAS,
each Company and the Transfer Agent are parties to the Agreement; and
WHEREAS,
each Company and the Transfer Agent desire to amend the Agreement upon the terms and conditions set forth herein;
NOW
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1.
Designation of a New Company. The “Gabelli Equity Trust, Inc. 5.25% Series N Cumulative
Preferred Shares” (the “Series N Preferred”) of Gabelli Equity Trust, Inc. (the “Fund”) is hereby
designated by the Fund as a new class of Shares covered under the Agreement.
2.
Amendment of the Agreement. In order that the “Series N Preferred” may be designated
as a new class of Shares under the Agreement, including, without limitation, any and all schedules and exhibits thereto, the Fund
agrees and binds itself to the terms and conditions thereof with respect to the Series N Preferred and acknowledges that by its
execution and delivery of this Amendment it shall assume all of the obligations and shall be entitled to all of the rights, duties
and obligations of a Company with respect to a class of Shares, as if the Series N Preferred were an original designated class
of Shares under the Agreement.
3.
Amendment of the Fee and Service Schedule for Stock Transfer Services (“Schedule’’).
The Schedule is hereby amended as follows:
● | Add
The “Gabelli Equity Trust, Inc. 5.25% Series N Cumulative Preferred Shares”
to the following subsection in the “FEES” section: |
“$1,500.00 |
One-time
project fee |
$1,000.00 |
Per
Month” |
4.
Exhibit. Exhibit A is hereby deleted in its entirety and replaced with the new Exhibit A attached hereto, which reflects
the addition of the Gabelli Equity Trust, Inc. Preferred Shares” to the Agreement.
5. Capitalized
Terms. Capitalized terms not defined herein shall have the same meaning as set forth in the Agreement.
6. Limited
Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect
and the valid and binding obligation of the parties thereto in accordance with its terms.
7. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment
transmitted and/or executed electronically shall have the same authority, effect, and enforceability as an original signature.
8.
Governing Law. This Amendment shall be governed by the laws of the Commonwealth of Massachusetts.
[The
remainder of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly
agreed and authorized, as of the Effective Date.
THE
GABELLI CLOSED-END INVESTMENT COMPANIES
LISTED
ON EXHIBIT A ATTACHED TO THE AGREEMENT
By: |
|
|
|
|
|
Name: |
John C. Ball |
|
|
|
|
Title: |
Treasurer |
|
COMPUTERSHARE
INC. and
COMPUTERSHARE
TRUST COMPANY, N.A.
On
behalf of both entities
EXHIBIT
A
Gabelli
Convertible and Income Securities Fund Inc.
| ● | Series
G Cumulative Preferred |
Gabelli
Dividend & Income Trust
| ● | 5.375%
Series H Cumulative Preferred |
| ● | Series
J Cumulative Term Preferred |
| ● | Series
K Cumulative Preferred |
Gabelli
Equity Trust Inc.
| ● | 5.00%
Series G Cumulative Preferred |
| ● | 5.00%
Series H Cumulative Preferred |
| ● | 5.00%
Series K Cumulative Preferred |
| ● | Series
M Cumulative Preferred |
| ● | Series
N Cumulative Preferred |
Gabelli
Multimedia Trust Inc.
● | 5.125%
Series E Cumulative Preferred |
● | 5.125%
Series G Cumulative Preferred |
Gabelli
Global Small and Mid-Cap Value Trust
| ● | 4.00%
Series B Cumulative Preferred |
Gabelli
Global Utility & Income Trust
| ● | Series
A Cumulative Puttable and Callable Preferred |
| ● | Series
B Cumulative Puttable and Callable Preferred |
Gabelli
Healthcare & WellnessRx Trust
| ● | 4.00%
Series E Cumulative Preferred |
| ● | 5.20%
Series G Cumulative Preferred |
Gabelli
Utility Trust
| ● | 5.375%
Series C Cumulative Preferred |
The Gabelli Global Utility & Income Trust N-2A
Exhibit (l)
|
|
|
|
320 S. CANAL STREET
CHICAGO, ILLINOIS 60606
TEL: (312) 407-0700
FAX: (312) 407-0411
www.skadden.com
|
FIRM/AFFILIATE OFFICES
BOSTON
HOUSTON
LOS ANGELES
NEW YORK
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
|
August 16, 2024
The Gabelli Global Utility & Income Trust
One Corporate Center
Rye, New York 10580-1422
| RE: | The Gabelli Global Utility & Income Trust |
| | Shelf Registration Statement on Form N-2 |
Ladies and Gentlemen:
We have acted as special counsel to The Gabelli
Global Utility & Income Trust, a Delaware statutory trust (the “Company”), in connection with the Registration Statement
on Form N-2 filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 24, 2024, under the
Securities Act of 1933 (the “Securities Act”), as amended by Pre-Effective Amendment No. 1 to the Registration Statement to
be filed by the Company on the date hereof (as amended, the “Registration Statement”). The Registration Statement relates
to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act (the “Rules and Regulations”), of (i) common shares of the Company, par value $0.001
per share (the “Common Shares”); (ii) preferred shares of the Company, par value $0.001 per share (the “Preferred
Shares”), which may be issued in one or more series; (iii) notes of the Company (the “Notes”), which may be issued in
one or more series under an indenture (the “Indenture”) proposed to be entered into by the Company and the trustee to be named
therein (the “Trustee”), the form of which is incorporated by reference as an exhibit to the Registration Statement; and (iv)
subscription rights to purchase Common Shares and/or Preferred Shares (the “Subscription Rights”) which may be issued under
one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant to one or more subscription
rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into by the Company and one or more subscription
agents to be named therein. The Common Shares, Preferred Shares, Notes and Subscription Rights offered pursuant to the Registration Statement
are collectively referred to herein as the “Securities.”
This opinion is being furnished in accordance
with the requirements of sub paragraph (l) of item 25.2 of Part C of Form N-2.
In rendering the opinions stated herein, we
have examined and relied upon the following:
(a)
the Registration Statement;
(b)
the form of Indenture incorporated by reference as an exhibit to the Registration Statement;
(c)
an executed copy of a certificate of Peter Goldstein, Secretary of the Company, dated the date hereof
(the “Secretary’s Certificate”);
The Gabelli Global Utility & Income Trust
August 16, 2024
Page 2
(d)
a copy of the Company’s Certificate of Trust dated March 8, 2004, as amended by the Certificate
of Amendment to the Certificate of Trust, dated September 12, 2007 (collectively, the “Certificate of Trust”), each as certified
by the Secretary of State of the State of Delaware as of August 16, 2024, and each certified pursuant to the Secretary’s Certificate;
(e)
a copy of the Second Amended and Restated Agreement and Declaration of Trust, by the Board of Trustees
of the Company, dated as of February 16, 2011, and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;
(f)
the Statement of Preferences for the Series A Cumulative Puttable and Callable Preferred Shares,
dated May 6, 2013, certified pursuant to the Secretary's Certificate;
(g)
the Statement of Preferences for the Series B Cumulative Puttable and Callable Preferred Shares,
dated November 6, 2018, as amended by Amendment No. 1 to the Statement of Preferences for the Series B Cumulative Puttable and Callable
Preferred Shares dated August 24, 2023, certified pursuant to the Secretary’s Certificate;
(h)
a copy of the Company’s Amended and Restated By-Laws, as amended and in effect as of the date
hereof (the “By-Laws”), certified pursuant to the Secretary’s Certificate;
(i)
a copy of certain resolutions of the Board of Trustees of the Company, adopted on February 13, 2024,
certified pursuant to the Secretary’s Certificate; and
(j)
a copy of a certificate, dated the date hereof, from the Secretary of State of the State of Delaware
with respect to the Company’s existence and good standing in the State of Delaware.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate
as a basis for the opinions stated below.
In our examination, we have assumed the genuineness
of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated
herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives
of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.
We do not express any opinion with respect to
the laws of any jurisdiction other than (i) the Delaware Statutory Trust Act (the “DSTA”) and (ii) the laws of the State of
New York (all of the foregoing being referred to as “Opined on Law”).
As used herein, (i) “Transaction Documents”
means the Indenture and any supplemental indentures and officer’s certificates establishing the terms of the Notes pursuant thereto,
any Subscription Rights Agreements and any applicable underwriting or purchase agreement and (ii) “Organizational Documents”
means those documents listed in paragraphs (d) through (h) above.
The opinions stated in paragraphs 1 through 4
below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance
of the Securities referred to therein:
(i) the
Registration Statement, as finally amended (including all necessary pre-effective and post-effective amendments), has become effective
under the Securities Act;
(ii) an
appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with
the Securities Act and the applicable Rules and Regulations;
(iii) the applicable
Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including,
if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, an “at the market”
offering or other offering with underwriters or agents, the underwriting, sales agent or other agreement or purchase agreement with respect
thereto;
The Gabelli Global Utility & Income Trust
August 16, 2024
Page 3
(iv) the
Board of Trustees of the Company, including any duly authorized committee thereof, shall have taken all necessary statutory trust action
to approve the issuance and sale of such Securities and related matters and appropriate officers of the Company have taken all related
action as directed by or under the direction of the Board of Trustees of the Company; and
(v)
the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity
with the Organizational Documents so as not to violate any applicable law, or the Organizational Documents, or result in a default under
or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company.
Based upon the foregoing and subject to the qualifications
and assumptions stated herein, we are of the opinion that:
1. With
respect to any Common Shares offered by the Company (the “Offered Common Shares”), when (a) the general conditions shall have
been satisfied, (b) if the Offered Common Shares are to be certificated, certificates in the form required by the Organizational Documents
representing the Common Shares are duly executed and countersigned and (c) the Offered Common Shares are registered in the Company’s
share register and delivered upon payment of the agreed-upon consideration therefor, the Offered Common Shares, when issued and sold or
otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized by all requisite
statutory trust action on the part of the Company under the DSTA and validly issued, fully paid and nonassessable, provided that the consideration
therefor is not less than $0.001 per share of Common Shares.
2. With
respect to any shares of any series of Preferred Shares offered by the Company (the “Offered Preferred Shares”), when (a) the
general conditions shall have been satisfied, (b) the Board of Trustees of the Company, or a duly authorized committee thereof, has duly
adopted a Statement of Preferences for the Offered Preferred Shares in accordance with the DSTA and the Organizational Documents, (c)
if the Offered Preferred Shares are to be certificated, certificates in the form required by the Organizational Documents representing
the Offered Preferred Shares are duly executed and countersigned and (d) the Offered Preferred Shares are registered in the Company’s
share register and delivered upon payment of the agreed-upon consideration therefor, the Offered Preferred Shares, when issued and sold
or otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized by all requisite
statutory trust action on the part of the Company under the DSTA and validly issued, fully paid and nonassessable, provided that the consideration
therefor is not less than $0.001 per share of Preferred Shares.
3. With
respect to any series of Notes offered by the Company (the “Offered Notes”), when (a) the general conditions shall have been
satisfied, (b) the Indenture and the Trustee have been qualified under the Trust Indenture Act of 1939; (c) the issuance, sale and terms
of the Offered Notes and related matters have been approved and established in conformity with the applicable Transaction Documents and
(d) the Offered Notes have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been
duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and
issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the
agreed-upon consideration therefor, the Offered Notes will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms under the laws of the State of New York.
4. With
respect to any Subscription Rights offered by the Company (the “Offered Subscription Rights”), when (a) the general conditions
shall have been satisfied, (b) the Common Shares and/or Preferred Shares relating to such Offered Subscription Rights have been duly authorized
for issuance by the Company and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance
with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise
distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor,
will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms
under the laws of the State of New York.
The opinions stated herein are subject to the
following qualifications:
(a)
we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’
rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);
The Gabelli Global Utility & Income Trust
August 16, 2024
Page 4
(b)
we do not express any opinion with respect to any law, rule or regulation that is applicable to any
party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part
of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations
of such party or such affiliates;
(c)
we do not express any opinion with respect to the enforceability of any provision contained in any
Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies,
waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws,
rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(d)
to the extent that any opinion relates to the enforceability of the choice of New York law and choice
of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such
enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401
and 5-1402 and (ii) principles of comity or constitutionality;
(e)
we do not express any opinion with respect to the enforceability of any section of any Transaction
Document to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or
courts; and
(f)
we call to your attention that irrespective of the agreement of the parties to any Transaction Document,
a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum
for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter
jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document.
In addition, in rendering the foregoing opinions
we have assumed that:
(a)
the Organizational Documents are the only governing instruments, as defined under the DSTA, of the
Company; the Company has, and since the time of its formation has had, at least one validly admitted and existing trustee of the Company
satisfying the requirements of the DSTA and (i) no procedures have been instituted for and no other event has occurred, including, without
limitation, any action taken by the Company or its Board of Trustees or shareholders, as applicable, that would result in the liquidation,
dissolution or winding-up of the Company, (ii) no event has occurred that has adversely affected the good standing of the Company under
the laws of its jurisdiction of formation, and the Company has taken all actions required by the laws of its jurisdiction of formation
to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of the Company’s Certificate of Trust;
(b)
neither the execution and delivery by the Company of the Transaction Documents to which the Company
is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities:
(i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the
Company or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental authority to which the
Company or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property
is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined on Law);
(c)
neither the execution and delivery by the Company of the Transaction Documents to which the Company
is a party nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Securities,
requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental
authority under any law, rule or regulation of any jurisdiction;
(d)
except to the extent expressly stated in the opinions contained herein, each of the Transaction Documents
constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance
with its terms;
The Gabelli Global Utility & Income Trust
August 16, 2024
Page 5
(e)
any agent of service will have accepted appointment as agent to receive service of process and call
to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment; further, we do not
express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;
(f)
the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid
and legal provision;
(g)
the laws of the State of New York will be chosen to govern any Subscription Rights Agreements and
that such choice is and will be a valid and legal provision; and
(h)
the Indenture will be duly authorized, executed and delivered by the trustee in substantially the
form reviewed by us, and that any Notes and Subscription Rights that may be issued will be manually authenticated, signed or countersigned,
as the case may be, by duly authorized officers of any trustee and subscription agent, as the case may be.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal
Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This
opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent
changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
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Very truly yours, |
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
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KTH
The Gabelli Global Utility & Income Trust N-2/A
Exhibit (n)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated February 29, 2024, relating
to the financial statements and financial highlights, which appears in Gabelli Global Utility & Income Trust’s Annual Report
on Form N-CSR for the year ended December 31, 2023. We also consent to the references to us under the headings "Financial Highlights",
“Senior Securities”, "Financial Statements" and "Independent Registered Public Accounting Firm" in such
Registration Statement.
/s/PricewaterhouseCoopers
LLP
New
York, New York
August
16, 2024
The Gabelli Global Utility & Income Trust N-2/A
Exhibit (t)(i)
POWER OF ATTORNEY
Each of the undersigned Trustees do constitute
and appoint each of Peter Goldstein and John C. Ball as his or her true and lawful attorney-in-fact to execute and sign a Registration
Statement on Form N-2 under the Securities Act of 1933 and the Investment Company Act of 1940, as amended, of The Gabelli Global
Utility & Income Trust (the “Fund”), and all amendments and supplements thereto, and to file the same with the
Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of securities
issued by the Fund, and to file any and all exhibits and other documents requisite in connection therewith, granting unto said
attorneys and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in connection with the foregoing as fully to all intents and purposes as the undersigned Trustees themselves might or could
do.
This Power of Attorney may be executed in
multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
(Remainder of page intentionally left blank)
IN WITNESS WHEREOF, each of the undersigned Trustees
have executed this Power of Attorney as of the 24th day of June, 2024.
Signature |
Title |
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/s/ Calgary Avansino |
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Calgary Avansino |
Trustee |
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/s/ James P. Conn |
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James P. Conn |
Trustee |
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/s/ Vincent D. Enright |
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Vincent D. Enright |
Trustee |
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/s/ Leslie F. Foley |
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Leslie F. Foley |
Trustee |
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/s/ Michael J. Melarkey |
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Michael J. Melarkey |
Trustee |
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/s/ Salvatore M. Salibello |
|
Salvatore M. Salibello |
Trustee |
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/s/ Salvatore J. Zizza |
|
Salvatore J. Zizza |
Trustee |
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The Gabelli Global Utility & Income Trust N-2/A
Exhibit (s)
Calculation of Filing Fee Tables
FORM N-2
(Form Type)
GABELLI GLOBAL UTILITY & INCOME TRUST
(Exact Name of Registrant as Specified in
its Charter)
Table 1: Newly Registered and Carry Forward
Securities
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Security
Type |
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Security
Class
Title |
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Fee
Calculation
or Carry
Forward
Rule |
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Amount
Registered |
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Proposed
Maximum
Offering
Price Per
Unit |
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Maximum
Aggregate
Offering Price |
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Fee
Rate |
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|
Amount
of
Registration
Fee |
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Carry
Forward
Form
Type |
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Carry
Forward
File
Number |
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Carry
Forward
Initial
effective
date |
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Filing
Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
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Carry
Forward Securities |
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Carry
Forward Securities |
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Equity |
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Common Shares(2) |
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Rule 415(a)(6) |
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(1) |
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N-2 |
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333-256447 |
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August
13, 2021 |
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(1) |
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Carry
Forward Securities |
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Equity |
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Preferred Shares(2) |
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Rule 415(a)(6) |
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(1) |
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N-2 |
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333-256447 |
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August
13, 2021 |
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(1) |
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Carry
Forward Securities |
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Debt |
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Debt Securities (3) |
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Rule 415(a)(6) |
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(1) |
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N-2 |
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333-256447 |
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August
13, 2021 |
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(1) |
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Carry
Forward Securities |
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Other |
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Subscription Rights(4) |
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Rule 415(a)(6) |
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(1) |
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N-2 |
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333-256447 |
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August
13, 2021 |
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(1) |
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Carry
Forward Securities |
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Other |
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Unallocated (Universal) Shelf |
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Rule 415(a)(6) |
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$150,000,000(1) |
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N-2 |
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333-256447 |
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August
13, 2021 |
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$16,365.00 |
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Total
Offering Amounts |
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$150,000,000 |
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— |
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Total
Fees Previously Paid |
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— |
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Total
Fee Offsets |
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— |
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Net
Fee Due |
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$0 |
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(1) |
Included as part of Unallocated (Universal)
Shelf. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the Registrant is carrying forward $150,000,000 aggregate
principal offering price of unsold securities (the “Unsold Securities”) that were previously registered for sale
under a Registration Statement on Form N-2 (File No. 333-256447) initially filed on May 24, 2021, as amended on August 11,
2021, declared effective on August 13, 2021, and further amended on May 12, 2022 and August 25, 2022 (the “Prior Registration
Statement”). The Registrant previously paid filing fees in the aggregate of $16,365 relating to the securities registered
on the Prior Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid
with respect to the Unsold Securities will continue to be applied to such Unsold Securities. Pursuant to Rule 415(a)(6) under
the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as
of the date of effectiveness of this Registration Statement. |
(2) |
There is being registered hereunder an
indeterminate number of common shares and preferred shares as may be sold, from time to time. |
(3) |
There is being registered hereunder an
indeterminate principal amount of debt securities as may be sold, from time to time. Debt securities may be issued at an original
issue discount or at a premium. |
(4) |
There is being registered hereunder an
indeterminate number of subscription rights as may be sold, from time to time, representing rights to purchase common shares
and/or preferred shares. |
v3.24.2.u1
N-2 - $ / shares
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3 Months Ended |
Aug. 16, 2024 |
Aug. 08, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Cover [Abstract] |
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Entity Central Index Key |
0001282957
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Amendment Flag |
false
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Entity Inv Company Type |
N-2
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Securities Act File Number |
333-280438
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Investment Company Act File Number |
811-21529
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Document Type |
N-2/A
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Document Registration Statement |
true
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Pre-Effective Amendment |
true
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Pre-Effective Amendment Number |
1
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Post-Effective Amendment |
false
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Investment Company Act Registration |
true
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|
Investment Company Registration Amendment |
true
|
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Investment Company Registration Amendment Number |
24
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Entity Registrant Name |
THE
GABELLI GLOBAL UTILITY & INCOME TRUST
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Entity Address, Address Line One |
One
Corporate Center
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Entity Address, City or Town |
Rye
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Entity Address, State or Province |
NY
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Entity Address, Postal Zip Code |
10580-1422
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City Area Code |
(800)
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Local Phone Number |
422-3554
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Approximate Date of Commencement of Proposed Sale to Public |
From time to time after the effective date of this Registration Statement.
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Dividend or Interest Reinvestment Plan Only |
false
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Delayed or Continuous Offering |
true
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Primary Shelf [Flag] |
true
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Effective Upon Filing, 462(e) |
false
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Additional Securities Effective, 413(b) |
false
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Effective when Declared, Section 8(c) |
false
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New Effective Date for Previous Filing |
false
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Additional Securities. 462(b) |
false
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No Substantive Changes, 462(c) |
false
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Exhibits Only, 462(d) |
false
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Registered Closed-End Fund [Flag] |
true
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Business Development Company [Flag] |
false
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Interval Fund [Flag] |
false
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Primary Shelf Qualified [Flag] |
true
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Entity Well-known Seasoned Issuer |
No
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Entity Emerging Growth Company |
false
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New CEF or BDC Registrant [Flag] |
false
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Financial Highlights [Abstract] |
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Senior Securities, Note [Text Block] |
SENIOR
SECURITIES
The
information contained under the headings “Financial Highlights” and “Additional Fund Information—Summary of
Fund Expenses—Selected data for a common share outstanding throughout each year” in the Annual
Report is incorporated herein by reference. The information contained under such headings in the Annual
Report concerning the Fund’s outstanding senior securities for the fiscal years ended December 31, 2023, December 31,
2022, December 31, 2021, December 31, 2020 and December 31, 2019 is derived from the Fund’s financial statements audited
by PricewaterhouseCoopers LLP, independent registered public accounting firm for the Fund, whose report on such financial
statements, together with the financial statements of the Fund, are included in the Annual
Report and are incorporated by reference herein.
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General Description of Registrant [Abstract] |
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Investment Objectives and Practices [Text Block] |
INVESTMENT
OBJECTIVE AND POLICIES
Investment
Objective and Policies
The
Fund’s investment objective is to seek a consistent level of after-tax total return over the long-term with an emphasis
currently on qualifying dividends. The Fund will attempt to achieve its investment objective by investing, under normal market
conditions, at least 80% of its assets in (i) equity securities (including common stock, preferred stock, convertible stock and
options on these securities) of domestic and foreign companies involved to a substantial extent (i.e., at least 50% of the assets,
gross income or net profits of a company is committed to or derived from) in providing (a) products, services or equipment for
the generation or distribution of electricity, gas or water, (b) infrastructure operations such as airports, toll roads and municipal
services and (c) telecommunications services such as telephone, telegraph, satellite, cable, microwave, radiotelephone, mobile
communication and cellular, paging, electronic mail, videotext, voice communications, data communications and internet (collectively,
the “Utilities Industry”) and (ii) securities (including preferred and debt securities, as well as government obligations)
of issuers that are expected to periodically pay dividends or interest. The Fund’s 80% policy is not fundamental and shareholders
will be notified if it is changed. In addition, under normal market conditions, at least 25% of the Fund’s assets will consist
of securities (including preferred and debt securities) of domestic and foreign companies involved to a substantial extent in
the Utilities Industry. The remaining Fund assets will generally be invested in other securities that the Investment Adviser views
as not being correlated with the Fund’s Utilities Industry investments. Such investments may include convertible securities,
securities of issuers subject to reorganization or other risk arbitrage investments, certain derivative instruments including
equity contract for difference swap transactions, other debt securities (including obligations of the U.S. Government), and money
market instruments. The Fund may invest without limitation in securities of foreign issuers and will generally be invested in
securities of issuers located in at least three countries, including the United States. It is anticipated that, under normal market
conditions, at least 40% of the Fund’s assets will be invested in foreign securities. Foreign securities are securities
of issuers based outside the United States. The Fund considers an issuer to be based outside of the United States if (1) it is
organized under the laws of, or has a principal office located in, another country; (2) the principal trading market for its securities
is in another country; or (3) it (directly or through its consolidated subsidiaries) derived in its most current fiscal year at
least 50% of its total assets, capitalization, gross revenue or profit from goods produced, services performed or sales made in
another country. The Fund may purchase sponsored ADRs or U.S. dollar denominated securities of foreign issuers, which will be
considered foreign securities for purposes of the Fund’s investment policies. Typically, the Fund will not hold any foreign
securities of emerging market issuers and, if it does, such securities are not expected to comprise more than 10% of the Fund’s
managed assets. The Fund expects to invest in securities across all market capitalization ranges. 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. Securities rated
below investment grade, 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 Moody’s
or unrated securities considered by the Investment Adviser to be of comparable quality, are commonly referred to as “junk
bonds” or “high yield” securities.
No
assurance can be given that the Fund’s investment objective will be achieved.
The
information contained under the heading “Additional Fund Information—Investment Objectives and Policies” in
the Fund’s Annual Report is incorporated herein by reference.
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Risk Factors [Table Text Block] |
RISK
FACTORS AND SPECIAL CONSIDERATIONS
The
information contained under the heading “Additional Fund Information—Risk Factors and Special Considerations”
in the Fund’s Annual Report is incorporated herein by reference.
HOW
THE FUND MANAGES RISK
Investment
Restrictions
The
Fund has adopted certain fundamental investment policies designed to limit investment risk and maintain portfolio diversification.
These limitations are fundamental and may not be changed without the approval of holders of a majority, as defined in the 1940
Act, of the outstanding voting securities of the Fund (voting together as a single class). In addition, pursuant to the Statements
of Preferences of the Fund’s Series A Preferred Shares and Series B Preferred Shares, a majority, as defined in the 1940
Act, of the outstanding shares of the Fund (voting separately as a single class) is also required to change a fundamental policy.
See “Investment Restrictions” in the SAI and “Additional Fund Information—Investment Restrictions”
in the Annual Report for a complete list of the fundamental investment policies of the Fund. The Fund 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, if any.
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 periodically a variable rate payment that is intended to approximate the Fund’s
variable rate payment obligation on its borrowings (or the Fund’s 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 Fund’s
portfolio securities at that point in time, such a default could negatively affect the Fund’s 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 Fund’s
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 borrowings or 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 Fund’s 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 having a value at least equal to the
value of the Fund’s 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 objective and policies of the Fund is set forth in the SAI.
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Share Price [Table Text Block] |
Price
Range of Common Shares
The
information contained under the heading “Additional Fund Information—Summary of Fund Expenses—Market, Net Asset
Value Information and Unresolved Staff Comments” in the Annual Report is incorporated herein by reference. The following
table sets forth for the quarters indicated, the high and low sale prices on the NYSE per share of our common shares and the net
asset value and the premium or discount from net asset value per share at which the common shares were trading, expressed as a
percentage of net asset value, at each of the high and low sale prices provided.
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Market Price | |
Corresponding Net Asset Value (“NAV”) Per Share | |
Corresponding Premium or Discount as a % of NAV |
Quarter Ended | | |
High | |
Low | |
High | |
Low | |
High | |
Low |
March 31, 2024 | | |
$14.58 | |
$13.00 | |
$14.92 | |
$14.13 | |
(2.28)% | |
(8.00)% |
June 30, 2024 | | |
$14.94 | |
$13.35 | |
$14.82 | |
$13.94 | |
0.81% | |
(4.23)% |
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Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
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Capital Stock [Table Text Block] |
Common
Shares
The
Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to a Certificate of Trust dated as of
March 8, 2004. The Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.001 per
share. Each common share 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, it is not obligated
to do so. All common shares are equal as to distributions, assets and voting privileges and have no conversion, preemptive or
other subscription rights. The Fund will send annual and semi-annual reports, including financial statements, to all holders of
its shares. In the event of liquidation, each of the Fund’s common shares is entitled to its proportion of the Fund’s
assets after payment of debts and expenses and the amounts payable to holders of the Fund’s preferred shares ranking senior
to the Fund’s common shares as described below.
Offerings
of shares require approval by the Fund’s Board. Any additional offerings of shares will require approval by the Fund’s
Board. Any additional offering of common shares will be subject to the requirements of the 1940 Act, which provides that common
shares 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 Fund’s common shareholders.
The
Fund’s outstanding common shares are listed and traded on the NYSE American under the symbol “GLU.” The Fund’s
common shares have historically traded at a discount to the Fund’s net asset value. Since the Fund commenced trading on
the NYSE American, the Fund’s common shares have traded at a maximum discount to net asset value of (19.77)% and a maximum
premium of 6.13%. The average weekly trading volume of the common shares on the NYSE American trading during the period from January
1, 2023 through December 31, 2023 was 79,677 shares.
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.
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.
Subject
to the rights of the outstanding preferred shares, the Fund’s common shares vote as a single class on election of Trustees
and on additional matters with respect to which the 1940 Act, the Fund’s Declaration of Trust, By-Laws or resolutions adopted
by the Trustees provide for a vote of the Fund’s common shares. See “Anti-Takeover Provisions of the Fund’s
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 Fund’s common shares are trading at a discount from
net asset value of 10% 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 Fund’s expense ratio. During the years ended December 31, 2022 and 2023, the Fund did
not repurchase and retire any shares in the open market.
Book-Entry
The
common shares 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.
Preferred
Shares
The
Agreement and Declaration of Trust provides that the Board may authorize and issue senior securities with rights as determined
by the Board, by action of the Board without the approval of the holders of the common shares. Holders of common shares have no
preemptive right to purchase any senior securities that might be issued.
Currently,
an unlimited number of the Fund’s 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 Fund’s common shares. As of December 31, 2023, the Fund had outstanding 20,349 Series A
Preferred Shares and 744,411 Series B Preferred Shares.
Distributions
on the Series A Preferred Shares, which are fixed rate preferred shares, are cumulative from the date of original issuance thereof,
currently accumulate at annual rate of 3.8% of the liquidation preference of $50.00 per share, and are payable quarterly on March
26, June 26, September 26 and December 26 of each year. The Series A Preferred Shares are not rated by any rating agency. To the
extent permitted by the 1940 Act and Delaware law, the Fund may at any time upon notice redeem the Series A Preferred Shares in
whole or in part at a price equal to the liquidation preference per share plus accumulated but unpaid dividends through the date
of redemption. The Series A Preferred Shares are listed and traded on the NYSE American under the symbol “GLU Pr A.”
Distributions
on the Series B Preferred Shares, which are fixed rate preferred shares, currently accumulate at an annual rate of 5.20% of the
liquidation preference of $50 per share, are cumulative from the date of original issuance thereof, and are payable quarterly
on March 26, June 26, September 26 and December 26 of each year (each, a “Dividend Payment Date”). As used herein,
each period beginning on and including a Dividend Payment Date and ending on but excluding the next succeeding Dividend Payment
Date is referred to as a “Dividend Period.” The Dividend Period beginning on March 26, 2019, the date of original
issue, which constitutes the first Dividend Period, together with the next three Dividend Periods, are referred to herein as “Year
1,” the next four Dividend Periods are referred to as “Year 2,” and so on. The Series B Preferred Shares paid
distributions at an annualized rate of 7.00% on the $50 per share liquidation preference for the quarterly dividend periods ended
on or prior to December 26, 2019 (Year 1). During the last dividend period of Year 1, the Board determined that the dividend rate
for the next eight quarterly dividend periods (Year 2 and Year 3) would be 4.00%. During the last dividend period occurring in
Year 3, the Board determined that the dividend rate for all dividend periods thereafter will be 5.20%. The Series B Preferred
Shares are not rated by any rating agency.
The
Fund redeemed and retired 51,968 and 460,602 shares of Series B Preferred where shareholders properly submitted for redemption
during the 30 day period to each of December 26, 2021 and December 26, 2023 respectively. The Fund may redeem all or any part
of the Series B Preferred Shares, upon not less than 30 nor more than 60 days’ prior notice, at the Liquidation Preference,
plus any accumulated and unpaid dividends, at any time commencing on December 20, 2023 and thereafter, to the extent permitted
by the 1940 Act and Delaware law.
The
Series B Preferred Shares are listed and traded on the NYSE American under the symbol “GLU Pr B.”
If
the Fund publicly issues additional fixed rate preferred shares, it will pay dividends to the holders of the preferred shares
at a fixed rate, as described in a Prospectus Supplement accompanying each preferred share offering.
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 Fund’s creditors but before any distributions with respect to the Fund’s
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 share’s 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 Fund’s obligations with respect to any outstanding senior securities representing debt. 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 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 A Preferred Shares and the Series B Preferred Shares are not rated by Moody’s and/or Fitch
Ratings Inc. (“Fitch”) (or any other rating agency). Upon issuance, any new publicly issued series of preferred shares
may be rated by Moody’s or Fitch, in which case the following description of rating agency guidelines would become 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 A Preferred Shares and the Series B Preferred Shares. To the
extent any particular portfolio holding does not satisfy the applicable rating agency’s guidelines, all or a portion of
such holding’s value will not be included in the calculation of discounted value (as defined by such rating agency). The
Moody’s and Fitch guidelines would also impose certain diversification requirements and industry concentration limitations
on the Fund’s 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 Fund’s other liabilities (excluding dividends and other distributions payable on the Fund’s common shares)
and (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 Fund’s 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 Moody’s 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 Fund’s 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.
The
Fund may, but would not be required to, adopt any modifications to the rating agency guidelines that may be established by Moody’s
and Fitch (or such other rating agency then rating the preferred shares at the request of the Fund) following the issuance of
any such rated preferred shares. Failure to adopt any such modifications, however, may result in a change in the relevant rating
agency’s ratings or a withdrawal of such ratings altogether. In addition, any rating agency providing a rating for the preferred
shares at the request of the Fund may, at any time, change or withdraw any such rating. The Board, without further action by shareholders,
may amend, alter, add to or repeal any provision of a Statement of Preferences that have been adopted by the Fund pursuant to
rating agency guidelines if the Board determines that such amendments or modifications are necessary to prevent a reduction in,
or the withdrawal of, a rating of the preferred shares and are in the aggregate in the best interests of the holders of the preferred
shares. Additionally, the Board, without further action by the shareholders, may amend, alter, add to or repeal any provision
of a Statement of Preferences adopted pursuant to rating agency guidelines if the Board determines that such amendments or modifications
will not in the aggregate adversely affect the rights and preferences of the holders of any series of the preferred shares, provided
that the Fund has received advice from each applicable rating agency that such amendment or modification would not adversely affect
such rating agency’s then-current rating of such series of the Fund’s preferred shares.
As
described by Moody’s 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, inasmuch 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 Moody’s 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 Moody’s and Fitch for rating any preferred
shares.
Asset
Maintenance Requirements. In addition to the requirements summarized under, “—Rating Agency Guidelines”
above, the Fund must satisfy asset maintenance requirements under the 1940 Act with respect to its preferred shares. Under the
1940 Act, debt or additional preferred shares may be issued only if immediately after such issuance the value of the Fund’s
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 shares and debt outstanding.
The
Fund is and likely will be required under the Statement of Preferences of each series of preferred shares 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
by a specific time (generally within 60 calendar days or 49 calendar days), the Fund may, and in certain circumstances will be
required to, mandatorily redeem preferred shares sufficient to satisfy such asset coverage. See “—Redemption Procedures”
below.
Distributions.
Holders of any fixed rate preferred shares are or will be entitled to receive, when, as and if declared by the Board, out of funds
legally available therefor, cumulative cash distributions, at an annual rate set forth in the applicable Statement of Preferences
or Prospectus Supplement, payable with such frequency as set forth in the applicable Statement of Preferences or 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
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 or distributions and the distribution of assets upon liquidation), unless:
| ● | the
Fund has declared and paid (or provided to the relevant dividend paying agent) all cumulative
distributions on the Fund’s outstanding preferred shares due on or prior to the
date of such common shares dividend or distribution; |
| ● | the
Fund has redeemed the full number of preferred shares to be redeemed pursuant to any
mandatory redemption provision in the Fund’s Governing Documents; and |
| ● | after
making the distribution, the Fund meets applicable asset coverage requirements described
under “Preferred Shares—Asset Maintenance Requirements.” |
No
complete distribution due for a particular dividend period will be declared or made on any series of preferred shares for any
dividend period, or part thereof, unless full cumulative distributions due through the most recent dividend payment dates therefore
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 Fund’s obligation
to make distributions on the preferred shares will be subordinate to its obligations to pay interest and principal, when due,
on any senior securities representing debt.
Mandatory
Redemption Relating to Asset Coverage Requirements. The Fund may, at its option, consistent with the Governing Documents and
the 1940 Act, and in certain circumstances will be required to, mandatorily redeem preferred shares in the event that:
| ● | 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 specified period of time,
following such failure (60 calendar days in the case of the Series A Preferred Shares
and the Series B Preferred Shares); or |
| ● | the
Fund fails to maintain the asset coverage requirements as calculated in accordance with
any applicable rating agency guidelines as of any monthly valuation date (generally the
last business day of each month), and such failure is not cured on or before a specified
period of time after such valuation date (typically 10 business days). |
The
redemption price for preferred shares subject to mandatory redemption will generally be the liquidation preference, as stated
in the Statement of Preferences of each existing series of preferred shares or the Prospectus Supplement accompanying the issuance
of any series of 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 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 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 Fund’s 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 Fund’s discounted portfolio value (as determined in accordance with the applicable
rating agency 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 Fund’s outstanding preferred shares are to be redeemed, the Fund, at its discretion and subject to
the limitations of the Governing Documents, the 1940 Act, and applicable law, will select the one or more series of preferred
from which shares will be redeemed and the amount of preferred to be redeemed from each such series. If fewer than all shares
of a series of preferred 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 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. Fixed rate preferred shares are not subject to optional redemption by the Fund until the date, if any, specified
in the applicable Prospectus or Prospectus Supplement, unless such redemption is necessary, in the judgment of the Fund, to maintain
the Fund’s status as a RIC under the Code. 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 liquidation preference per
share plus accumulated and unpaid distributions (whether or not earned or declared) to the redemption date plus any premium specified
in or pursuant to the Statement of Preferences. Such redemptions are subject to the notice requirements set forth under “—
Redemption Procedures” below and the limitations of the Governing Documents, the 1940 Act and applicable law.
Redemption
Procedures. If the Fund determines or is required to redeem preferred shares, it will mail a notice of redemption to holders
of the shares to be redeemed. 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 dividends or distributions on the shares to be redeemed will cease to accumulate
on such redemption date, (vii) the provision of the Statement of Preferences under which the redemption is being made and (viii)
in the case of an optional redemption, 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
redemption date with respect to fixed rate preferred shares will not be fewer than 30 days nor more than 60 days (subject to NYSE
American requirements) after the date of the applicable notice of redemption. Preferred shareholders may receive shorter notice
in the event of a mandatory redemption.
The
holders of preferred shares will not have the right to redeem any of their shares at their option except to the extent specified
in the Statement of Preferences.
Liquidation
Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the holders of preferred
shares then outstanding 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 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 Fund’s Trustees, holders of the outstanding preferred shares, voting together as a single
class, will be entitled to elect two of the Fund’s 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 (i) adopt any plan of reorganization that would adversely affect the preferred shares, and (ii) take any action requiring a
vote of security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the Fund’s subclassification
as a closed-end investment company to an open-end company or changes in its fundamental investment restrictions. As a result of
these voting rights, the Fund’s 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 preferred shares (as defined
in the 1940 Act), voting as a separate class, will be required to amend, alter or repeal any of the provisions of the Statement
of Preferences so as to in the aggregate adversely affect the rights and preferences set forth in the Statement of Preferences.
The class vote 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.
The
foregoing voting provisions will not apply to any 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 Fund’s investment
objective, 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 Fund’s Governing
Documents and applicable law, and in the best interest of existing common shareholders.
Tenders
and Repurchases. In addition to the redemption provisions described herein, the Fund may also tender for or purchase preferred
shares (whether in private transactions or on the NYSE American) and the Fund may subsequently resell any shares so tendered for
or purchased, subject to the provisions of the Fund’s Governing Documents and the 1940 Act.
Book
Entry. Preferred shares may be held in the name of Cede & Co. as nominee for DTC. The Fund will treat Cede & Co. as
the holder of record of any preferred shares issued for all purposes in this circumstance. In accordance with the procedures of
DTC, however, purchasers of preferred shares whose preferred shares are held in the name of Cede & Co. as nominee for the
DTC will be deemed the beneficial owners of stock purchased for purposes of distributions, voting and liquidation rights.
|
|
|
|
Other Securities [Table Text Block] |
Notes
General.
Under applicable state law and our Agreement and Declaration of Trust, we may borrow money without prior approval of holders of
common and preferred shares. We may also issue debt securities, including notes, or other evidence of indebtedness and may secure
any such notes or borrowings by mortgaging, pledging or otherwise subjecting as security our assets to the extent permitted by
the 1940 Act or rating agency guidelines. Any borrowings, including without limitation any notes, will rank senior to the preferred
shares and the common shares.
Under
the 1940 Act, we may only issue one class of senior securities representing indebtedness, which in the aggregate must have asset
coverage immediately after the time of issuance of at least 300%. So long as notes are outstanding, additional debt securities
must rank on a parity with notes with respect to the payment of interest and upon the distribution of our assets.
A
Prospectus Supplement relating to any notes will include specific terms relating to the offering. The terms to be stated in a
Prospectus Supplement will include the following:
| ● | the
form and title of the security; |
| ● | the
aggregate principal amount of the securities; |
| ● | the
interest rate of the securities; |
| ● | whether
the interest rate for the securities will be determined by auction or remarketing; |
| ● | the
maturity dates on which the principal of the securities will be payable; |
| ● | the
frequency with which auctions or remarketings, if any, will be held; |
| ● | any
changes to or additional events of default or covenants; |
| ● | any
minimum period prior to which the securities may not be called; |
| ● | any
optional or mandatory call or redemption provisions; |
| ● | the
credit rating of the notes; |
| ● | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the issuance of the notes; and |
| ● | any
other terms of the securities. |
Interest.
The Prospectus Supplement will describe the interest payment provisions relating to notes. Interest on notes will be payable when
due as described in the related Prospectus Supplement. If we do not pay interest when due, it will trigger an event of default
and we will be restricted from declaring dividends and making other distributions with respect to our common shares and preferred
shares.
Limitations.
Under the requirements of the 1940 Act, immediately after issuing any notes the value of our total assets, less certain ordinary
course liabilities, must equal or exceed 300% of the amount of the notes outstanding. Other types of borrowings also may result
in our being subject to similar covenants in credit agreements.
Additionally,
the 1940 Act requires that we prohibit the declaration of any dividend or distribution (other than a dividend or distribution
paid in Fund common or preferred shares or in options, warrants or rights to subscribe for or purchase Fund common or preferred
shares) in respect of Fund common or preferred shares, or call for redemption, redeem, purchase or otherwise acquire for consideration
any such fund common or preferred shares, unless the Fund’s notes have asset coverage of at least 300% (200% in the case
of a dividend or distribution on preferred shares) after deducting the amount of such dividend, distribution, or acquisition price,
as the case may be. These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in
consideration of any loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended
to be publicly distributed; however, any such borrowings may result in our being subject to similar covenants in credit agreements.
Moreover, the Indenture related to the notes could contain provisions more restrictive than those required by the 1940 Act, and
any such provisions would be described in the related Prospectus Supplement.
Events
of Default and Acceleration of Maturity of Notes. Unless stated otherwise in the related Prospectus Supplement, any one of
the following events will constitute an “event of default” for that series under the Indenture relating to the notes:
| ● | default
in the payment of any interest upon a series of notes when it becomes due and payable
and the continuance of such default for 30 days; |
| ● | default
in the payment of the principal of, or premium on, a series of notes at its stated maturity; |
| ● | default
in the performance, or breach, of any covenant or warranty of ours in the Indenture,
and continuance of such default or breach for a period of 90 days after written notice
has been given to us by the trustee; |
| ● | certain
voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency
or other similar laws; |
| ● | if,
on the last business day of each of twenty-four consecutive calendar months, the notes
have a 1940 Act asset coverage of less than 100%; or |
| ● | any
other “event of default” provided with respect to a series, including a default
in the payment of any redemption price payable on the redemption date. |
Upon
the occurrence and continuance of an event of default, the holders of a majority in principal amount of a series of outstanding
notes or the trustee will be able to declare the principal amount of that series of notes immediately due and payable upon written
notice to us. A default that relates only to one series of notes does not affect any other series and the holders of such other
series of notes will not be entitled to receive notice of such a default under the Indenture. Upon an event of default relating
to bankruptcy, insolvency or other similar laws, acceleration of maturity will occur automatically with respect to all series.
At any time after a declaration of acceleration with respect to a series of notes has been made, and before a judgment or decree
for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding notes of that
series, by written notice to us and the trustee, may rescind and annul the declaration of acceleration and its consequences if
all events of default with respect to that series of notes, other than the non-payment of the principal of that series of notes
which has become due solely by such declaration of acceleration, have been cured or waived and other conditions have been met.
Liquidation
Rights. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to us or to our creditors, as such, or to our assets, or
(b) any liquidation, dissolution or other winding up of us, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshalling of assets and liabilities
of ours, then (after any payments with respect to any secured creditor of ours outstanding at such time) and in any such event
the holders of notes shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all
notes (including any interest accruing thereon after the commencement of any such case or proceeding), or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of the notes, before the holders
of any of our common or preferred shares are entitled to receive any payment on account of any redemption proceeds, liquidation
preference or dividends from such shares. The holders of notes shall be entitled to receive, for application to the payment thereof,
any payment or distribution of any kind or character, whether in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other indebtedness of ours being subordinated to the payment
of the notes, which may be payable or deliverable in respect of the notes in any such case, proceeding, dissolution, liquidation
or other winding up event.
Unsecured
creditors of ours may include, without limitation, service providers including the Investment Adviser, Custodian, administrator,
auction agent, broker-dealers and the trustee, pursuant to the terms of various contracts with us. Secured creditors of ours may
include without limitation parties entering into any interest rate swap, floor or cap transactions, or other similar transactions
with us that create liens, pledges, charges, security interests, security agreements or other encumbrances on our assets.
A
consolidation, reorganization or merger of us with or into any other company, or a sale, lease or exchange of all or substantially
all of our assets in consideration for the issuance of equity securities of another company shall not be deemed to be a liquidation,
dissolution or winding up of us.
Voting
Rights. The notes have no voting rights, except as mentioned below and to the extent required by law or as otherwise provided
in the Indenture relating to the acceleration of maturity upon the occurrence and continuance of an event of default. In connection
with the notes or certain other borrowings (if any), the 1940 Act does in certain circumstances grant to the note holders or lenders
certain voting rights. The 1940 Act requires that provision is made either (i) that, if on the last business day of each
of twelve consecutive calendar months such notes shall have an asset coverage of less than 100%, the holders of such notes voting
as a class shall be entitled to elect at least a majority of the members of the Fund’s Trustees, such voting right to continue
until such notes shall have an asset coverage of 110% or more on the last business day of each of three consecutive calendar months,
or (ii) that, if on the last business day of each of twenty-four consecutive calendar months such notes shall have an asset
coverage of less than 100%, an event of default shall be deemed to have occurred. It is expected that, unless otherwise stated
in the related Prospectus Supplement, provision will be made that, if on the last business day of each of twenty-four consecutive
calendar months such notes shall have an asset coverage of less than 100%, an event of default shall be deemed to have occurred.
These 1940 Act requirements do not apply to any promissory note or other evidence of indebtedness issued in consideration of any
loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed;
however, any such borrowings may result in our being subject to similar covenants in credit agreements. As reflected above, the
Indenture relating to the notes may also grant to the note holders voting rights relating to the acceleration of maturity upon
the occurrence and continuance of an event of default, and any such rights would be described in the related Prospectus Supplement.
Market.
Our notes are not likely to be listed on an exchange or automated quotation system. The details on how to buy and sell such notes,
along with the other terms of the notes, will be described in a Prospectus Supplement. We cannot assure you that any market will
exist for our notes or if a market does exist, whether it will provide holders with liquidity.
Book-Entry,
Delivery and Form. Unless otherwise stated in the related Prospectus Supplement, the notes will be issued in book-entry form
and will be represented by one or more notes in registered global form. The global notes will be deposited with the trustee as
custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. DTC will maintain the notes in designated
denominations through its book-entry facilities.
Under
the terms of the Indenture, we and the trustee may treat the persons in whose names any notes, including the global notes, are
registered as the owners thereof for the purpose of receiving payments and for any and all other purposes whatsoever. Therefore,
so long as DTC or its nominee is the registered owner of the global notes, DTC or such nominee will be considered the sole holder
of outstanding notes under the Indenture. We or the trustee may give effect to any written certification, proxy or other authorization
furnished by DTC or its nominee.
A
global note may not be transferred except as a whole by DTC, its successors or their respective nominees. Interests of beneficial
owners in the global note may be transferred or exchanged for definitive securities in accordance with the rules and procedures
of DTC. In addition, a global note may be exchangeable for notes in definitive form if:
| ● | DTC
notifies us that it is unwilling or unable to continue as a depository and we do not
appoint a successor within 60 days; |
| ● | we,
at our option, notify the trustee in writing that we elect to cause the issuance of notes
in definitive form under the Indenture; or |
| ● | an
event of default has occurred and is continuing. |
In
each instance, upon surrender by DTC or its nominee of the global note, notes in definitive form will be issued to each person
that DTC or its nominee identifies as being the beneficial owner of the related notes.
Under
the Indenture, the holder of any global note may grant proxies and otherwise authorize any person, including its participants
and persons who may hold interests through DTC participants, to take any action which a holder is entitled to take under the Indenture.
Trustee,
Transfer Agent, Registrar, Paying Agent and Redemption Agent. Information regarding the trustee under the Indenture, which
may also act as transfer agent, registrar, paying agent and redemption agent with respect to our notes, will be set forth in the
Prospectus Supplement.
Subscription
Rights
General. We
may issue subscription rights to holders of our (i) common shares to purchase common and/or preferred shares or (ii) preferred
shares to purchase preferred shares (subject to applicable law). Subscription rights may be issued independently or together with
any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with a subscription rights offering to holders of our common and/or preferred shares, we would distribute certificates
evidencing the subscription rights and a Prospectus Supplement to our common or preferred shareholders, as applicable, as of the
record date that we set for determining the shareholders eligible to receive subscription rights in such subscription rights offering.
The
applicable Prospectus Supplement would describe the following terms of subscription rights in respect of which this Prospectus
is being delivered:
| ● | the
period of time the offering would remain open (which will be open a minimum number of
days such that all record holders would be eligible to participate in the offering and
will not be open longer than 120 days); |
| ● | the
title of such subscription rights; |
| ● | the
exercise price for such subscription rights (or method of calculation thereof); |
| ● | the
number of such subscription rights issued in respect of each common share; |
| ● | the
number of rights required to purchase a single preferred share; |
| ● | the
extent to which such subscription rights are transferable and the market on which they
may be traded if they are transferable; |
| ● | if
applicable, a discussion of the material U.S. federal income tax considerations applicable
to the issuance or exercise of such subscription rights; |
| ● | the
date on which the right to exercise such subscription rights will commence, and the date
on which such right will expire (subject to any extension); |
| ● | the
extent to which such subscription rights include an over-subscription privilege with
respect to unsubscribed securities and the terms of such over-subscription privilege; |
| ● | any
termination right we may have in connection with such subscription rights offering; and |
| ● | any
other terms of such subscription rights, including exercise, settlement and other procedures
and limitations relating to the transfer and exercise of such subscription rights. |
Exercise
of Subscription Rights. Each subscription right would entitle the holder of the subscription right to purchase for cash such
number of shares at such exercise price as in each case is set forth in, or be determinable as set forth in, the prospectus supplement
relating to the subscription rights offered thereby, Subscription rights would be exercisable at any time up to the close of business
on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the
expiration date, all unexercised subscription rights would become void.
Subscription
rights would be exercisable as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon
expiration of the rights offering and the receipt of payment and the subscription rights certificate properly completed and duly
executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement
we would issue, as soon as practicable, the shares purchased as a result of such exercise. To the extent permissible under applicable
law, we may determine to offer any unsubscribed offered securities directly to persons other than shareholders, to or through
agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.
Subscription
Rights to Purchase Common and Preferred Shares. The Fund may issue subscription rights which would entitle holders to purchase
both common and preferred shares in a ratio to be set forth in the applicable Prospectus Supplement. In accordance with the 1940
Act, at least three rights would be required to subscribe for one common share. It is expected that rights to purchase both common
and preferred shares would require holders to purchase an equal number of common and preferred shares, and would not permit holders
to purchase an unequal number of common or preferred shares, or purchase only common shares or only preferred shares. For example,
such an offering might be structured such that three rights would entitle an investor to purchase one common share and one preferred
share, and such investor would not be able to choose to purchase only a common share or only a preferred share upon the exercise
of his, her or its rights.
The
common shares and preferred shares issued pursuant to the exercise of any such rights, however, would at all times be separately
tradeable securities. Such common and preferred shares would not be issued as a “unit” or “combination”
and would not be listed or traded as a “unit” or “combination” on a securities exchange, such as the NYSE,
at any time. The applicable Prospectus Supplement will set forth additional details regarding an offering of subscription rights
to purchase common and preferred shares.
|
|
|
|
Outstanding Securities [Table Text Block] |
Outstanding
Securities
The
following information regarding the Fund’s authorized and outstanding shares is as of August 8, 2024.
| |
| | |
Amount | | |
| |
| |
| | |
Outstanding | | |
| |
| |
| | |
Amount Held | | |
Exclusive of | |
| |
Amount | | |
by Fund or | | |
Amount Held | |
Title of Class | |
Authorized | | |
for its Account | | |
by Fund | |
Common Shares | |
| Unlimited | | |
| — | | |
| 5,968,911
| |
Series A Cumulative Puttable and Callable Preferred Shares | |
| 1,200,000 | | |
| — | | |
| 18,314 | |
Series B Cumulative Puttable and Callable Preferred Shares | |
| 1,370,433 | | |
| — | | |
| 624,609 | |
Other Series of Preferred Shares | |
| Unlimited | | |
| — | | |
| none | |
|
|
|
|
Business Contact [Member] |
|
|
|
|
Cover [Abstract] |
|
|
|
|
Entity Address, Address Line One |
The
Gabelli Global Utility & Income Trust
|
|
|
|
Entity Address, Address Line Two |
One
Corporate Center
|
|
|
|
Entity Address, City or Town |
Rye
|
|
|
|
Entity Address, State or Province |
NY
|
|
|
|
Entity Address, Postal Zip Code |
10580-1422
|
|
|
|
City Area Code |
(914)
|
|
|
|
Local Phone Number |
921-5070
|
|
|
|
Contact Personnel Name |
John
C. Ball
|
|
|
|
Common Stocks [Member] |
|
|
|
|
General Description of Registrant [Abstract] |
|
|
|
|
Lowest Price or Bid |
|
|
$ 13.35
|
$ 13.00
|
Highest Price or Bid |
|
|
14.94
|
14.58
|
Lowest Price or Bid, NAV |
|
|
13.94
|
14.13
|
Highest Price or Bid, NAV |
|
|
$ 14.82
|
$ 14.92
|
Highest Price or Bid, Premium (Discount) to NAV [Percent] |
|
|
0.81%
|
(2.28%)
|
Lowest Price or Bid, Premium (Discount) to NAV [Percent] |
|
|
(4.23%)
|
(8.00%)
|
Share Price |
|
$ 14.90
|
|
|
NAV Per Share |
|
$ 15.16
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
Outstanding Security, Title [Text Block] |
|
Common Shares
|
|
|
Outstanding Security, Not Held [Shares] |
|
5,968,911
|
|
|
Series A Cumulative Preferred Stock [Member] |
|
|
|
|
Financial Highlights [Abstract] |
|
|
|
|
Preferred Stock Liquidating Preference |
|
$ 50
|
|
|
General Description of Registrant [Abstract] |
|
|
|
|
Share Price |
|
$ 53.97
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
Outstanding Security, Title [Text Block] |
|
Series A Cumulative Puttable and Callable Preferred Shares
|
|
|
Outstanding Security, Authorized [Shares] |
|
1,200,000
|
|
|
Outstanding Security, Not Held [Shares] |
|
18,314
|
|
|
Series B Cumulative Preferred Stock [Member] |
|
|
|
|
Financial Highlights [Abstract] |
|
|
|
|
Preferred Stock Liquidating Preference |
|
$ 50
|
|
|
General Description of Registrant [Abstract] |
|
|
|
|
Share Price |
|
$ 50.35
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
Outstanding Security, Title [Text Block] |
|
Series B Cumulative Puttable and Callable Preferred Shares
|
|
|
Outstanding Security, Authorized [Shares] |
|
1,370,433
|
|
|
Outstanding Security, Not Held [Shares] |
|
624,609
|
|
|
Cumulative Preferred Stocks [Member] |
|
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
|
Security Voting Rights [Text Block] |
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 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 Fund’s Trustees, holders of the outstanding preferred shares, voting together as a single
class, will be entitled to elect two of the Fund’s 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 (i) adopt any plan of reorganization that would adversely affect the preferred shares, and (ii) take any action requiring a
vote of security holders under Section 13(a) of the 1940 Act, including, among other things, changes in the Fund’s subclassification
as a closed-end investment company to an open-end company or changes in its fundamental investment restrictions. As a result of
these voting rights, the Fund’s 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 preferred shares (as defined
in the 1940 Act), voting as a separate class, will be required to amend, alter or repeal any of the provisions of the Statement
of Preferences so as to in the aggregate adversely affect the rights and preferences set forth in the Statement of Preferences.
The class vote 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.
The
foregoing voting provisions will not apply to any 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.
|
|
|
|
Security Liquidation Rights [Text Block] |
Liquidation
Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Fund, the holders of preferred
shares then outstanding 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.
|
|
|
|
Preferred Stock Restrictions, Other [Text Block] |
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
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 or distributions and the distribution of assets upon liquidation), unless:
| ● | the
Fund has declared and paid (or provided to the relevant dividend paying agent) all cumulative
distributions on the Fund’s outstanding preferred shares due on or prior to the
date of such common shares dividend or distribution; |
| ● | the
Fund has redeemed the full number of preferred shares to be redeemed pursuant to any
mandatory redemption provision in the Fund’s Governing Documents; and |
| ● | after
making the distribution, the Fund meets applicable asset coverage requirements described
under “Preferred Shares—Asset Maintenance Requirements.” |
No
complete distribution due for a particular dividend period will be declared or made on any series of preferred shares for any
dividend period, or part thereof, unless full cumulative distributions due through the most recent dividend payment dates therefore
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 Fund’s obligation
to make distributions on the preferred shares will be subordinate to its obligations to pay interest and principal, when due,
on any senior securities representing debt.
|
|
|
|
Other Preferred Stocks [Member] |
|
|
|
|
Capital Stock, Long-Term Debt, and Other Securities [Abstract] |
|
|
|
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Outstanding Security, Title [Text Block] |
|
Other Series of Preferred Shares
|
|
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Outstanding Security, Not Held [Shares] |
|
0
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