e497
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|
PROSPECTUS
SUPPLEMENT |
Filed
Pursuant to Rule 497(e) |
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|
(To
Prospectus dated June 9, 2011) |
Registration Statement
No. 333-170691 |
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THE GAMCO
GLOBAL GOLD,
NATURAL RESOURCES
& INCOME TRUST
by
Gabelli
|
The GAMCO Global Gold, Natural
Resources & Income Trust
by
Gabelli
Up to
10,000,000 Common Shares of Beneficial Interest
The GAMCO Global Gold, Natural Resources & Income
Trust by
Gabelli (the Fund, we, or
our) has entered into a sales agreement with
Gabelli & Company, Inc. (the Sales
Manager) relating to the common shares of beneficial
interest, par value $0.001 per share, (common
shares) offered by this prospectus supplement and the
accompanying prospectus. In accordance with the terms of the
sales agreement, we may offer and sell up to 10,000,000 of our
common shares from time to time through the Sales Manager, as
our agent for the offer and sale of the common shares. Under the
Investment Company Act of 1940, as amended (the 1940
Act), the Fund may not sell any common shares at a price
below the current net asset value of such common shares,
exclusive of any distributing commission or discount. The Fund
is a non-diversified, closed-end management investment company
registered under the 1940 Act. The Funds primary
investment objective is to provide a high level of current
income. The Funds secondary investment objective is to
seek capital appreciation consistent with the Funds
strategy and its primary objective. The Funds investment
adviser is Gabelli Funds, LLC (the Investment
Adviser). An investment in the Fund is not appropriate for
all investors. We cannot assure you that the Funds
objectives will be achieved.
Our common shares are listed on the NYSE Amex LLC (the
NYSE Amex) under the symbol GGN. As of
December 21, 2011, the last reported sale price for our
common shares on the NYSE Amex was $14.44 per share. As of
December 21, 2011, the net asset value per share for our
common shares was $14.75. Our 6.625% Series A Cumulative
Preferred Shares are also listed on the NYSE Amex under the
symbol GGN PrA.
Sales of our common shares, if any, under this prospectus
supplement and the accompanying prospectus may be made in
negotiated transactions or transactions that are deemed to be
at the market as defined in Rule 415 under the
Securities Act of 1933, as amended (the
1933 Act), including sales made directly on the
NYSE Amex or sales made to or through a market maker other than
on an exchange.
The Sales Manager will be entitled to compensation at a
commission rate of up to 1.00% of the gross sale price per share
of any common shares sold under the sales agreement, with the
exact amount of such compensation to be mutually agreed upon by
the Fund and the Sales Manager from time to time, but in no
event will such commission rate exceed 1.00%. In connection with
the sale of the common shares on our behalf, the Sales Manager
may be deemed to be an underwriter within the
meaning of the 1933 Act and the compensation of the Sales
Manager may be deemed to be underwriting commissions or
discounts.
The Sales Manager is not required to sell any specific number or
dollar amount of common shares, but will use its reasonable
efforts to sell the common shares offered by this prospectus
supplement. There is no arrangement for common shares to be
received in an escrow, trust, or similar arrangement. The
offering of common shares pursuant to the sales agreement will
terminate upon the earlier of (i) the sale of all common
shares subject to the sales agreement and (ii) the
termination of the sales agreement by either the Sales Manager
or the Fund.
Investing in our securities involves certain risks. You could
lose some or all of your investment. See Risk Factors and
Special Considerations beginning on
page S-7
of this prospectus supplement and page 25 of the
accompanying prospectus. You should consider carefully these
risks together with all of the other information contained in
this prospectus supplement and the accompanying prospectus
before making a decision to purchase our securities.
Neither the Securities and Exchange Commission (the
SEC) nor any state securities commission has
approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
Gabelli & Company, Inc.
December 22, 2011
This prospectus supplement, together with the accompanying
prospectus, sets forth concisely the information about the Fund
that a prospective investor should know before investing. You
should read this prospectus supplement and the accompanying
prospectus, which contains important information about the Fund,
before deciding whether to invest in the common shares, and
retain it for future reference. This prospectus supplement, the
accompanying prospectus and the Statement of Additional
Information are part of a shelf registration
statement that the Fund filed with the SEC. This prospectus
supplement describes the specific details regarding this
offering, including the method of distribution. If information
in this prospectus supplement is inconsistent with the
accompanying prospectus or the statement of additional
information, you should rely on this prospectus supplement. A
Statement of Additional Information, dated June 9, 2011,
containing additional information about the Fund, has been filed
with the SEC and is incorporated by reference in its entirety
into this prospectus supplement and accompanying prospectus. You
may request a free copy of our annual and semi-annual reports,
request a free copy of the Statement of Additional Information,
the table of contents of which is on page 57 of the
accompanying prospectus, request other information about the
Fund and make shareholder inquiries by calling
(800) GABELLI
(422-3554)
or by writing to the Fund, or obtain a copy (and other
information regarding the Fund) from the SECs web site
(http://www.sec.gov).
Our shares do not represent a deposit or obligation of, and are
not guaranteed or endorsed by, any bank or other insured
depository institution, and are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve
Board, or any other government agency.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. 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 jurisdiction in which
the offer or sale is not permitted. You should not assume that
the information contained in this prospectus supplement and the
accompanying prospectus is accurate as of any date other than
the date of this prospectus supplement and the accompanying
prospectus, respectively.
In this prospectus supplement and in the accompanying
prospectus, unless otherwise indicated, Fund,
us, our and we refer to The
GAMCO Global Gold, Natural Resources & Income Trust
by
Gabelli.
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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S-1
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S-2
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S-3
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S-4
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S-6
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S-7
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S-7
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S-7
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S-8
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S-8
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Prospectus
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Prospectus Summary
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1
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Summary Of Fund Expenses
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13
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Financial Highlights
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14
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Use of Proceeds
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16
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The Fund
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17
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Investment Objectives And Policies
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17
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Risk Factors And Special Considerations
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25
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Management Of The Fund
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37
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Portfolio Transactions
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40
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Dividends And Distributions
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41
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Issuance of Common Stock
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41
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Automatic Dividend Reinvestment And Voluntary Cash Purchase Plan
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41
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Description Of The Shares
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43
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Anti-takeover
Provisions Of The Funds Governing Documents
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48
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Closed-end Fund Structure
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50
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Repurchase Of Common Shares
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50
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Net Asset Value
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51
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Taxation
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52
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Custodian, Transfer Agent And Dividend Disbursing Agent
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54
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Plan Of Distribution
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54
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Legal Matters
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56
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Independent Registered Public Accounting Firm
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56
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Additional Information
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56
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Privacy Principles Of The Fund
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56
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Table Of Contents Of Statement Of Additional Information
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57
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i
CAPITALIZATION
We may offer and sell up to 10,000,000 of our common shares from
time to time through the Sales Manager, as our agent for the
offer and sale of the common shares. There is no guaranty that
there will be any sales of our common shares pursuant to this
prospectus supplement and the accompanying prospectus. The table
below assumes that we will sell 10,000,000 common shares,
at a price of $14.75 per share (the last reported net asset
value per share of our common shares on December 21, 2011).
Actual sales, if any, of our common shares under this prospectus
supplement and the accompanying prospectus may be less than as
set forth in the table below. In addition, the price per share
of any such sale may be greater or less than $14.75, depending
on the market price of our common shares at the time of any such
sale. To the extent that the market price per share of our
common shares on any given day is less than the net asset value
per share on such day, we will instruct the Sales Manager not to
make any sales on such day.
The following table sets forth the unaudited capitalization of
the Fund as of June 30, 2011, and its adjusted
capitalization assuming the common shares offered in this
prospectus supplement had been issued.
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As of June 30, 2011
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Actual
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As Adjusted
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Preferred shares, $0.001 par value per share, unlimited
shares authorized. (The Actual column reflects the
funds outstanding capitalization of 3,955,687 shares
of Series A Preferred, $25 liquidation preference per share
as of June 30, 2011; the As adjusted column
reflects the outstanding capitalization of 3,955,687 shares
of Series A Preferred, $25 liquidation preference per share
as of December 21, 2011)
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98,892,175
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98,892,175
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Shareholders equity applicable to common shares:
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Common shares, $0.001 par value per share; unlimited shares
authorized. (The Actual column reflects the
Funds outstanding capitalization of 64,988,693 shares
as of June 30, 2011; the As adjusted column
assumes the issuance of 19,976,982 shares (of which all but
the 10,000,000 shares offered pursuant to this prospectus
supplement have been issued) and 370,774 shares pursuant to
the dividend reinvestment plan and outstanding capitalization of
9,976,982 shares from July 1, 2011 through
December 21, 2011)
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64,989
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85,336
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Paid-in surplus*
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1,039,366,887
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1,345,507,741
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Accumulated distributions in excess of net investment income
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(11,669,828
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)
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(11,669,828
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)
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Net unrealized appreciation
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108,310,549
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108,310,549
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Net assets applicable to common shares
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1,136,072,597
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1,442,233,798
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Liquidation preference of preferred shares
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98,892,175
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98,892,175
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Net assets, plus the liquidation preference of preferred shares
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1,234,964,772
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1,541,125,973
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* |
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As Adjusted paid-in surplus reflects a deduction for the
estimated underwriting discounts of $1,617,534 for the period
July 1, 2011 through December 21, 2011. The total
estimated underwriting discounts borne by the Fund for this
offering are $1,475,000. |
S-1
TABLE OF
FEES AND EXPENSES
The following tables are intended to assist you in understanding
the various costs and expenses directly or indirectly associated
with investing in our common shares as a percentage of net
assets attributable to common shares. Amounts are for the
current fiscal year after giving effect to anticipated net
proceeds of the offering, assuming that we incur the estimated
offering expenses, including any preferred share offering
expenses.
Shareholder
Transaction Expenses
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Sales Load (as a percentage of offering price)
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1.00
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%
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Offering Expenses Borne by the Fund (as a percentage of offering
price)
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0.00
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%
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Dividend Reinvestment Plan Fees
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None
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(1)
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Percentage of Net Assets
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Attributable to Common Shares
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Annual Expenses
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Management Fees
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1.08%
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(2)
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Interest on Borrowed Funds
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None
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Dividends on preferred shares
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0.52%
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(3)
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Other Expenses
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0.11%
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(2)
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Total annual fund operating expenses and dividends on preferred
shares
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0.63%
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Total Annual Expenses
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1.71%
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(2)
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(1) |
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You will be charged a $1.00 service charge and pay brokerage
charges if you direct the plan agent to sell your common shares
held in a dividend reinvestment account. |
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(2) |
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The Investment Advisers fee is 1.00% annually of the
Funds average weekly net assets, with no deduction for the
liquidation preference of any outstanding preferred shares.
Consequently, inasmuch as the Fund has preferred shares
outstanding, the investment management fees and other expenses
as a percentage of net assets attributable to common shares are
higher than if the Fund did not utilize a leveraged capital
structure. Other Expenses are based on estimated
amounts for the current year assuming completion of the proposed
issuances. |
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(3) |
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The Dividends on preferred shares represent distributions on the
preferred shares outstanding. |
Example
The following example illustrates the expenses you would pay on
a $1,000 investment in common shares, assuming a 5% annual
portfolio total return.*
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1 Year
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3 Years
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5 Years
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10 Years
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Total Expenses Incurred
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$
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27
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$
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63
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$
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102
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$
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210
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* |
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The example should not be considered a representation of
future expenses. The example assumes that the amounts set
forth in the Annual Expenses table are accurate and that all
distributions are reinvested at net asset value. Actual expenses
may be greater or less than those assumed. Moreover, the
Funds actual rate of return may be greater or less than
the hypothetical 5% return shown in the example. |
S-2
USE OF
PROCEEDS
Sales of our common shares, if any, under this prospectus
supplement and the accompanying prospectus may be made in
negotiated transactions or transactions that are deemed to be
at the market as defined in Rule 415 under the
1933 Act, including sales made directly on the NYSE Amex or
sales made to or through a market maker other than on an
exchange. There is no guaranty that there will be any sales of
our common shares pursuant to this prospectus supplement and the
accompanying prospectus. Actual sales, if any, of our common
shares under this prospectus supplement and the accompanying
prospectus may be less than as set forth in this paragraph. In
addition, the price per share of any such sale may be greater or
less than the price set forth in this paragraph, depending on
the market price of our common shares at the time of any such
sale. As a result, the actual net proceeds we receive may be
more or less than the amount of net proceeds estimated in this
prospectus supplement. Assuming the sale of all of our common
shares offered under this prospectus supplement and the
accompanying prospectus, at the last reported net asset value of
$14.75 per share for our common shares as of
December 21, 2011, we estimate that the net proceeds of
this offering will be approximately $146,025,000 after deducting
the estimated underwriting discount.
The Investment Adviser anticipates that the investment of the
proceeds will be made in accordance with the Funds
investment objectives and policies as appropriate investment
opportunities are identified, which is expected to substantially
be completed within three months; however, changes in market
conditions could result in the Funds anticipated
investment period extending to as long as six months.
S-3
FINANCIAL
HIGHLIGHTS
The selected data below sets forth the per share operating
performance and ratios for the periods presented. The financial
information was derived from and should be read in conjunction
with the Financial Statements of the Fund and Notes thereto,
which are incorporated by reference into this prospectus and the
SAI. The financial information for the fiscal year ended
December 31, 2010 and for each of the preceding fiscal
periods presented since inception, has been audited by
PricewaterhouseCoopers LLP, the Funds independent
registered public accounting firm, whose unqualified report on
such Financial Statements is incorporated by reference into
the SAI.
Selected data for a share of beneficial interest outstanding
throughout each period:
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Six Months Ended
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June 30, 2011
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Year Ended December 31,
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(Unaudited)
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2010
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2009
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2008
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2007
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2006
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Operating Performance:
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Net asset value, beginning of period
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$
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18.25
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$
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15.91
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$
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10.39
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|
$
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29.48
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$
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24.10
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$
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21.99
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Net investment income/(loss)
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0.05
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|
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0.17
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|
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0.12
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0.10
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|
|
(0.02
|
)
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0.08
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Net realized and unrealized gain/(loss) on investments, swap
contracts, securities sold short, written options, and foreign
currency transactions
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0.01
|
|
|
|
3.61
|
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|
|
7.06
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|
|
|
(17.18
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)
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7.61
|
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|
|
3.77
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|
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|
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|
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Total from investment operations
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|
|
0.06
|
|
|
|
3.78
|
|
|
|
7.18
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|
|
|
(17.08
|
)
|
|
|
7.59
|
|
|
|
3.85
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|
|
|
|
|
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|
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|
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|
|
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|
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Distributions to Preferred Shareholders: (a)
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|
|
|
|
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|
|
|
|
|
|
|
|
|
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Net investment income
|
|
|
(0.00
|
)*(d)
|
|
|
(0.03
|
)
|
|
|
(0.11
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)
|
|
|
(0.08
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)
|
|
|
(0.01
|
)
|
|
|
|
|
Net realized gain
|
|
|
(0.05
|
)*
|
|
|
(0.12
|
)
|
|
|
(0.18
|
)
|
|
|
(0.28
|
)
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to preferred shareholders
|
|
|
(0.05
|
)
|
|
|
(0.15
|
)
|
|
|
(0.29
|
)
|
|
|
(0.36
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.03
|
)*
|
|
|
(0.31
|
)
|
|
|
(0.26
|
)
|
|
|
(0.13
|
)
|
|
|
(0.15
|
)
|
|
|
|
|
Net realized gain
|
|
|
(0.36
|
)*
|
|
|
(1.37
|
)
|
|
|
(0.45
|
)
|
|
|
(0.48
|
)
|
|
|
(1.78
|
)
|
|
|
(1.74
|
)
|
Return of capital
|
|
|
(0.45
|
)*
|
|
|
|
|
|
|
(0.97
|
)
|
|
|
(1.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
|
(0.84
|
)
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
(1.93
|
)
|
|
|
(1.74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from common share transactions
|
|
|
0.06
|
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
0.01
|
|
|
|
0.00
|
(d)
|
|
|
|
|
Increase in net asset value from repurchases of preferred shares
|
|
|
|
|
|
|
|
|
|
|
0.00
|
(d)
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
Offering costs for preferred shares charged to paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fund share transactions
|
|
|
0.06
|
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
0.03
|
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
$
|
17.48
|
|
|
$
|
18.25
|
|
|
$
|
15.91
|
|
|
$
|
10.39
|
|
|
$
|
29.48
|
|
|
$
|
24.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV total return
|
|
|
0.44
|
%
|
|
|
27.25
|
%
|
|
|
74.36
|
%
|
|
|
(61.59
|
)%
|
|
|
31.47
|
%
|
|
|
18.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$
|
17.77
|
|
|
$
|
19.27
|
|
|
$
|
16.34
|
|
|
$
|
13.10
|
|
|
$
|
29.15
|
|
|
$
|
24.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment total return
|
|
|
(3.34
|
)%
|
|
|
30.77
|
%
|
|
|
40.14
|
%
|
|
|
(50.94
|
)%
|
|
|
27.40
|
%
|
|
|
21.86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets and Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets including liquidation value of preferred shares, end
of period (in 000s)
|
|
$
|
1,234,965
|
|
|
$
|
1,119,246
|
|
|
$
|
620,047
|
|
|
$
|
289,046
|
|
|
$
|
633,253
|
|
|
|
|
|
Net assets attributable to common shares, end of period (in
000s)
|
|
$
|
1,136,073
|
|
|
$
|
1,020,354
|
|
|
$
|
521,155
|
|
|
$
|
190,109
|
|
|
$
|
533,253
|
|
|
$
|
432,741
|
|
Ratio of net investment income/(loss) to average net assets
attributable to common shares
|
|
|
0.25
|
%(e)
|
|
|
0.41
|
%
|
|
|
1.44
|
%
|
|
|
0.39
|
%
|
|
|
(0.09
|
)%
|
|
|
0.42
|
%
|
Ratio of operating expenses to average net assets attributable
to common shares (b)
|
|
|
1.24
|
%(e)
|
|
|
1.33
|
%
|
|
|
1.78
|
%
|
|
|
1.69
|
%
|
|
|
1.45
|
%
|
|
|
1.17
|
%
|
Ratio of operating expenses to average net assets including
liquidation value of preferred shares (b)
|
|
|
1.13
|
%(e)
|
|
|
1.17
|
%
|
|
|
1.35
|
%
|
|
|
1.37
|
%
|
|
|
1.39
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
31.0
|
%
|
|
|
51.5
|
%
|
|
|
61.0
|
%
|
|
|
41.5
|
%
|
|
|
71.3
|
%
|
|
|
114.8
|
%
|
S-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
|
Year Ended December 31,
|
|
|
|
(Unaudited)
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.625% Series A Cumulative Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of period (in 000s)
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
$
|
98,937
|
|
|
$
|
100,000
|
|
|
|
|
|
Total shares outstanding (in 000s)
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
3,957
|
|
|
|
4,000
|
|
|
|
|
|
Liquidation preference per share
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
|
|
|
Average market value (c)
|
|
$
|
25.98
|
|
|
$
|
26.01
|
|
|
$
|
24.60
|
|
|
$
|
24.10
|
|
|
$
|
24.16
|
|
|
|
|
|
Asset coverage per share
|
|
$
|
312.20
|
|
|
$
|
282.95
|
|
|
$
|
156.75
|
|
|
$
|
73.04
|
|
|
$
|
158.31
|
|
|
|
|
|
Asset coverage
|
|
|
1,249
|
%
|
|
|
1,132
|
%
|
|
|
627
|
%
|
|
|
292
|
%
|
|
|
633
|
%
|
|
|
|
|
|
|
|
|
|
Based on net asset value per share, adjusted for reinvestment of
distributions at the net asset value per share on the
ex-dividend dates. Total return for a period of less than one
year is not annualized. |
|
|
|
Based on market value per share, adjusted for reinvestment of
distributions at prices determined under the Funds
dividend reinvestment plan. Total return for a period of less
than one year is not annualized. |
|
|
|
Effective in 2008, a change in accounting policy was adopted
with regard to the calculation of the portfolio turnover rate to
include cash proceeds due to mergers. Had this policy been
adopted retroactively, the portfolio turnover rate for the year
ended December 31, 2007 would have been 77.7%. The
portfolio turnover rate for the year ended 2006 would have been
as shown. |
|
* |
|
Based on year to date book income. Amounts are subject to change
and recharacterization at year end. |
|
(a) |
|
Calculated based upon average common shares outstanding on the
record dates throughout the periods. |
|
(b) |
|
The Fund incurred interest expense during the years ended
December 31, 2008, 2007, and 2006. If interest expense had
not been incurred, the ratio of operating expenses to average
net assets attributable to common shares would have been 1.54%,
1.33%, and 1.16%, respectively, and for 2008 and 2007, the ratio
of operating expenses to average net assets including
liquidation value of preferred shares would have been 1.25% and
1.27%, respectively. For the six months ended June 30, 2011
and the years ended December 31, 2010 and 2009, the effect
of interest expense was minimal. |
|
(c) |
|
Based on weekly prices. |
|
(d) |
|
Amount represents less than $0.005 per share. |
|
(e) |
|
Annualized. |
S-5
PRICE
RANGE OF COMMON SHARES
The following table sets forth for the quarters indicated, the
high and low closing sale prices on the NYSE Amex 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 closing sale prices provided.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding
|
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
Corresponding Premium or Discount
|
|
|
|
Market Price
|
|
|
(NAV) Per Share
|
|
|
as a% of NAV
|
|
Quarter Ended
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
March 31, 2005
|
|
$
|
20.01
|
|
|
$
|
20.00
|
|
|
$
|
19.06
|
|
|
$
|
19.06
|
|
|
|
4.98
|
%
|
|
|
4.93
|
%
|
June 30, 2005
|
|
|
20.05
|
|
|
|
18.03
|
|
|
|
19.06
|
|
|
|
18.68
|
|
|
|
5.19
|
|
|
|
−3.48
|
|
September 30, 2005
|
|
|
21.93
|
|
|
|
19.80
|
|
|
|
21.60
|
|
|
|
19.78
|
|
|
|
1.53
|
|
|
|
0.10
|
|
December 31, 2005
|
|
|
21.81
|
|
|
|
20.22
|
|
|
|
21.03
|
|
|
|
20.11
|
|
|
|
3.71
|
|
|
|
0.55
|
|
March 31, 2006
|
|
|
23.90
|
|
|
|
21.45
|
|
|
|
22.99
|
|
|
|
21.75
|
|
|
|
3.96
|
|
|
|
−1.38
|
|
June 30, 2006
|
|
|
23.93
|
|
|
|
19.98
|
|
|
|
24.56
|
|
|
|
20.62
|
|
|
|
−2.57
|
|
|
|
−3.10
|
|
September 30, 2006
|
|
|
22.89
|
|
|
|
21.15
|
|
|
|
23.90
|
|
|
|
21.40
|
|
|
|
−4.23
|
|
|
|
−1.17
|
|
December 31, 2006
|
|
|
24.77
|
|
|
|
21.00
|
|
|
|
24.14
|
|
|
|
21.11
|
|
|
|
2.61
|
|
|
|
−0.52
|
|
March 31, 2007
|
|
|
26.74
|
|
|
|
22.92
|
|
|
|
25.10
|
|
|
|
22.81
|
|
|
|
6.53
|
|
|
|
0.48
|
|
June 30, 2007
|
|
|
27.81
|
|
|
|
25.20
|
|
|
|
25.88
|
|
|
|
26.61
|
|
|
|
7.46
|
|
|
|
−5.30
|
|
September 30, 2007
|
|
|
28.30
|
|
|
|
21.71
|
|
|
|
28.22
|
|
|
|
22.91
|
|
|
|
0.28
|
|
|
|
−5.24
|
|
December 31, 2007
|
|
|
29.54
|
|
|
|
25.82
|
|
|
|
29.51
|
|
|
|
28.08
|
|
|
|
0.10
|
|
|
|
−8.05
|
|
March 31, 2008
|
|
|
30.87
|
|
|
|
25.90
|
|
|
|
31.69
|
|
|
|
27.76
|
|
|
|
−2.59
|
|
|
|
−6.70
|
|
June 30, 2008
|
|
|
30.61
|
|
|
|
26.30
|
|
|
|
33.50
|
|
|
|
29.29
|
|
|
|
−8.63
|
|
|
|
−10.21
|
|
September 30, 2008
|
|
|
30.30
|
|
|
|
19.62
|
|
|
|
32.13
|
|
|
|
19.65
|
|
|
|
−5.70
|
|
|
|
−0.14
|
|
December 31, 2008
|
|
|
19.99
|
|
|
|
7.90
|
|
|
|
18.53
|
|
|
|
7.32
|
|
|
|
7.88
|
|
|
|
7.92
|
|
March 31, 2009
|
|
|
16.45
|
|
|
|
12.21
|
|
|
|
10.54
|
|
|
|
9.69
|
|
|
|
56.07
|
|
|
|
26.01
|
|
June 30, 2009
|
|
|
15.95
|
|
|
|
12.80
|
|
|
|
14.38
|
|
|
|
10.95
|
|
|
|
10.92
|
|
|
|
16.90
|
|
September 30, 2009
|
|
|
15.83
|
|
|
|
12.56
|
|
|
|
15.30
|
|
|
|
12.01
|
|
|
|
3.46
|
|
|
|
4.58
|
|
December 31, 2009
|
|
|
17.14
|
|
|
|
14.96
|
|
|
|
16.14
|
|
|
|
14.44
|
|
|
|
6.20
|
|
|
|
3.60
|
|
March 31, 2010
|
|
|
17.84
|
|
|
|
15.26
|
|
|
|
15.93
|
|
|
|
14.49
|
|
|
|
11.99
|
|
|
|
5.31
|
|
June 30, 2010
|
|
|
19.48
|
|
|
|
15.48
|
|
|
|
16.64
|
|
|
|
14.36
|
|
|
|
17.07
|
|
|
|
7.80
|
|
September 30, 2010
|
|
|
17.45
|
|
|
|
15.02
|
|
|
|
16.91
|
|
|
|
14.59
|
|
|
|
3.19
|
|
|
|
2.95
|
|
December 31, 2010
|
|
|
19.27
|
|
|
|
17.26
|
|
|
|
18.25
|
|
|
|
16.90
|
|
|
|
5.89
|
|
|
|
2.13
|
|
March 31, 2011
|
|
|
18.51
|
|
|
|
17.12
|
|
|
|
17.41
|
|
|
|
16.79
|
|
|
|
6.36
|
|
|
|
1.95
|
|
June 30, 2011
|
|
|
18.56
|
|
|
|
16.81
|
|
|
|
18.17
|
|
|
|
16.32
|
|
|
|
2.12
|
|
|
|
2.95
|
|
September 30, 2011
|
|
|
18.64
|
|
|
|
14.31
|
|
|
|
18.16
|
|
|
|
14.09
|
|
|
|
2.64
|
|
|
|
1.56
|
|
December 31, 2011 (period from October 1, 2011 through
December 21, 2011)
|
|
|
16.71
|
|
|
|
13.09
|
|
|
|
16.20
|
|
|
|
13.74
|
|
|
|
3.15
|
|
|
|
(4.73
|
)
|
The last reported closing price for our common shares on
December 21, 2011 was $14.44 per share. As of
December 21, 2011, the net asset value per share for our
common shares was $14.75 per share.
S-6
RECENT
DEVELOPMENTS
Recent
Events
While the U.S. and global markets had experienced extreme
volatility and disruption for an extended period of time, 2010
and the first three quarters of 2011 have witnessed more
stabilized economic activity as expectations for an economic
recovery increased. However, risks to a robust resumption of
growth persist: a weak consumer weighed down by too much debt
and increasing joblessness, the growing size of the federal
budget deficit and national debt, and the threat of inflation. A
return to unfavorable economic conditions could impair our
ability to execute our investment strategies.
RISK
FACTORS AND SPECIAL CONSIDERATIONS
Investing in our common shares involves risk, including the risk
that you may receive little or no return on your investment or
even that you may lose part or all of your investment.
Therefore, before investing in our common shares you should
consider carefully the risk factors described in the
accompanying prospectus in addition to the risk factors
described in this prospectus supplement.
Purchase
at a Premium to Net Asset Value
Our common shares have in recent times traded at a premium to
net asset value per share which may not be sustainable. If our
common shares are trading at a premium to net asset value at the
time you purchase shares, you will experience an immediate
reduction in the net asset value of the shares you purchase in
comparison with the market price of the shares. Please see
Price Range of Common Shares on
page S-6
for further information about our historical common share prices
and premium or discount to net asset value.
PLAN OF
DISTRIBUTION
Under the sales agreement among the Fund, the Investment Adviser
and the Sales Manager, upon written instructions from the Fund,
the Sales Manager will use its commercially reasonable efforts
consistent with its sales and trading practices, to solicit
offers to purchase the common shares under the terms and subject
to the conditions set forth in the sales agreement. The Sales
Managers solicitation will continue until we instruct the
Sales Manager to suspend the solicitations and offers. We will
instruct the Sales Manager as to the amount of common shares to
be sold by the Sales Manager. We may instruct the Sales Manager
not to sell common shares if the sales cannot be effected at or
above the price designated by the Fund in any instruction. We or
the Sales Manager may suspend the offering of common shares upon
proper notice and subject to other conditions.
The Sales Manager will provide written confirmation to the Fund
not later than the opening of the trading day on the NYSE Amex
following the trading day on which common shares are sold under
the sales agreement. Each confirmation will include the number
of shares sold on the preceding day, the net proceeds to the
Fund and the compensation payable by the Fund to the Sales
Manager in connection with the sales.
We will pay the Sales Manager commissions for its services in
acting as agent in the sale of common shares. The Sales Manager
will be entitled to compensation at a commission rate of up to
1.00% of the gross sale price per share of any common shares
sold under the sales agreement, with the exact amount of such
compensation to be mutually agreed upon by the Fund and the
Sales Manager from time to time, but in no event will such
commission rate exceed 1.00%.
There is no guaranty that there will be any sales of our common
shares pursuant to this prospectus supplement and the
accompanying prospectus. Actual sales, if any, of our common
shares under this prospectus supplement and the accompanying
prospectus may be less than as set forth in this paragraph. In
addition, the price per share of any such sale may be greater or
less than the price set forth in this paragraph, depending on
the market price of our common shares at the time of any such
sale. Assuming 10,000,000 of
S-7
our common shares offered hereby are sold at a price of $14.75
per share (the last reported net asset value for our common
shares on December 21, 2011), we estimate that the total
expenses for this offering, including compensation payable to
the Sales Manager under the terms of the sales agreement, would
be approximately $1,475,000.
Settlement for sales of common shares will occur on the third
trading day following the date on which such sales are made, or
on some other date that is agreed upon by the Fund and the Sales
Manager in connection with a particular transaction, in return
for payment of the net proceeds to the Fund. There is no
arrangement for funds to be received in an escrow, trust or
similar arrangement.
In connection with the sale of the common shares on our behalf,
the Sales Manager may, and will with respect to sales effected
in an at the market offering, be deemed to be an
underwriter within the meaning of the 1933 Act,
and the compensation of the Sales Manager may be deemed to be
underwriting commissions or discounts. We have agreed to provide
indemnification and contribution to the Sales Manager against
certain civil liabilities, including liabilities under the
1933 Act.
The offering of our common shares pursuant to the sales
agreement will terminate upon the earlier of (i) the sale
of all common shares subject the sales agreement or
(ii) the termination of the sales agreement. The sales
agreement may be terminated by the Fund in our sole discretion
under the circumstances specified in the sales agreement by
giving notice to the Sales Manager. In addition, the Sales
Manager may terminate the sales agreement under the
circumstances specified in the sales agreement by giving notice
to the Fund.
The principal business address of the Sales Manager is
Gabelli & Company, Inc., One Corporate Center, Rye,
New York,
10580-1422.
LEGAL
MATTERS
Certain legal matters will be passed on by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York, counsel to the
Fund in connection with the offering of the common shares.
FINANCIAL
STATEMENTS
The following audited financial statements included in the
annual report to the Funds shareholders for the year ended
December 31, 2010, together with the report of
PricewaterhouseCoopers LLP for the Funds annual report,
are incorporated by reference to the Funds SAI, which in
turn incorporates such financial statements therein by reference
to the Funds annual report to shareholders: the Schedule
of Investments at December 31, 2010, the Statement of
Assets and Liabilities as of December 31, 2010, the
Statement of Operations for the Year Ended December 31,
2010, the Statement of Changes in Net Assets Attributable to
Common Shareholders for the Year Ended December 31, 2010,
and the Notes to Financial Statements.
The following unaudited financial statements included in the
semi-annual report to the Funds shareholders for the six
months ended June 30, 2011 are incorporated herein by
reference to the Funds semi-annual report to shareholders:
the Schedule of Investments at June 30, 2011, the Statement
of Assets and Liabilities as of June 30, 2011, the
Statement of Operations for the Six Months Ended June 30,
2011, the Statement of Changes in Net Assets Attributable to
Common Shareholders and the Notes to Financial Statements.
All other portions of the annual report to shareholders are not
incorporated herein by reference and are not part of the
Funds registration statement, the SAI, the prospectus or
any prospectus supplement.
S-8
Base Prospectus dated June 9, 2011
PROSPECTUS
$750,000,000
The Gabelli Global Gold,
Natural Resources & Income Trust
Common Shares of Beneficial
Interest
Preferred Shares of Beneficial
Interest
Investment Objectives. The Gabelli Global
Gold, Natural Resources & Income Trust (the
Fund) is a non-diversified, closed-end management
investment company registered under the Investment Company Act
of 1940, as amended. The Funds primary investment
objective is to provide a high level of current income. The
Funds secondary investment objective is to seek capital
appreciation consistent with the Funds strategy and its
primary objective. The Funds investment adviser is Gabelli
Funds, LLC (the Investment Adviser). An investment
in the Fund is not appropriate for all investors. We cannot
assure you that the Funds objectives will be achieved.
Under normal market conditions, the Fund will attempt to achieve
its objectives by investing at least 80% of its assets in equity
securities of companies principally engaged in the gold industry
and the natural resources industries. The Fund will invest at
least 25% of its assets in the equity securities of companies
principally engaged in the exploration, mining, fabrication,
processing, distribution or trading of gold or the financing,
managing, controlling or operating of companies engaged in
gold-related activities. In addition, the Fund will
invest at least 25% of its assets in the equity securities of
companies principally engaged in the exploration, production or
distribution of natural resources, such as gas, oil, paper, food
and agriculture, forestry products, metals and minerals as well
as related transportation companies and equipment manufacturers.
The Fund may invest in the securities of companies located
anywhere in the world and under normal conditions will invest at
least 40% of its assets in the securities of issuers located in
at least three countries other than the U.S. As part of its
investment strategy, the Fund intends to generate gains through
an option strategy of writing (selling) covered call options on
equity securities in its portfolio. When the Fund sells a
covered call option, it generates gains in the form of the
premium paid by the buyer of the call option, but the Fund
forgoes the opportunity to participate in any increase in the
value of the underlying equity security above the exercise price
of the option. See Investment Objectives and
Policies.
We may offer, from time to time, in one or more offerings, our
common shares or preferred shares, each having a par value of
$0.001 per share. Shares may be offered at prices and on terms
to be set forth in one or more supplements to this Prospectus
(each a Prospectus Supplement). You should read this
Prospectus and the applicable Prospectus Supplement carefully
before you invest in our shares.
Our shares may be offered directly to one or more purchasers,
through agents designated from time to time by us, or to or
through underwriters or dealers. The Prospectus Supplement
relating to the offering will identify any agents or
underwriters involved in the sale of our shares, and will set
forth any applicable purchase price, fee, commission or discount
arrangement between us and our agents or underwriters, or among
our underwriters, or the basis upon which such amount may be
calculated. The Prospectus Supplement relating to any sale of
preferred shares will set forth the liquidation preference and
information about the dividend period, dividend rate, any call
protection or non-call period and other matters. We may not sell
any of our shares through agents, underwriters or dealers
without delivery of a Prospectus Supplement describing the
method and terms of the particular offering of our shares. Our
common shares are listed on the NYSE Amex LLC (NYSE
Amex) under the symbol GGN. Our 6.625%
Series A Cumulative Preferred Shares are listed on the NYSE
Amex under the symbol GGN PrA. On June 8, 2011,
the last reported sale price of our common shares was $17.85.
The net asset value of the Funds common shares at the
close of business on June 8, 2011 was $17.15 per share.
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 Funds shares involves risks. See
Risk Factors and Special Considerations on
page 25 for factors that should be considered before
investing in shares of the Fund.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus may not be used to consummate sales of shares by
us through agents, underwriters, or dealers unless accompanied
by a Prospectus Supplement.
This prospectus sets forth concisely the information about the
Fund that a prospective investor should know before investing.
You should read this prospectus, which contains important
information about the Fund, before deciding whether to invest in
the shares, and retain it for future reference. A Statement of
Additional Information, dated June 9, 2011, containing
additional information about the Fund, has been filed with the
Securities and Exchange Commission and is incorporated by
reference in its entirety into this prospectus. You may request
a free copy of our annual and semi-annual reports, request a
free copy of the Statement of Additional Information, the table
of contents of which is on page 57 of this prospectus, by
calling toll-free (800) GABELLI
(422-3554),
by visiting the Funds website at www.gabelli.com or by
writing to the Fund, or obtain a copy (and other information
regarding the Fund) from the Securities and Exchange
Commissions web site
(http://www.sec.gov).
You may also call this toll-free number to request other
information about us and make shareholder inquiries.
Our shares do not represent a deposit or obligation of, and are
not guaranteed or endorsed by, any bank or other insured
depository institution, and are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other government agency.
You should rely only on the information contained or
incorporated by reference in this prospectus. 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 is
accurate as of any date other than the date of this
prospectus.
TABLE OF
CONTENTS
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i
PROSPECTUS
SUMMARY
This is only a summary. This summary may not contain all of
the information that you should consider before investing in our
shares. You should review the more detailed information
contained in this prospectus and the Statement of Additional
Information, dated June 9, 2011 (the SAI).
The
Fund
The Gabelli Global Gold, Natural Resources & Income
Trust is a non-diversified, closed-end management investment
company organized under the laws of the State of Delaware.
Throughout this prospectus, we refer to The Gabelli Global Gold,
Natural Resources & Income Trust as the
Fund or as we. See The Fund.
The
Offering
We may offer, from time to time, in one or more offerings, our
common or preferred shares, $0.001 par value per share. The
shares may be offered at prices and on terms to be set forth in
one or more supplements to this Prospectus (each a
Prospectus Supplement). The offering price per share
of our common shares will not be less than the net asset value
per share of our common shares at the time we make the offering,
exclusive of any underwriting commissions or discounts. You
should read this Prospectus and the applicable Prospectus
Supplement carefully before you invest in our shares. Our shares
may be offered directly to one or more purchasers, through
agents designated from time to time by us or to or through
underwriters or dealers. The Prospectus Supplement relating to
the offering will identify any agents, underwriters or dealers
involved in the sale of our shares, and will set forth any
applicable purchase price, fee, commission or discount
arrangement between us and our agents or underwriters, or among
our underwriters, or the basis upon which such amount may be
calculated. The Prospectus Supplement relating to any sale of
preferred shares will set forth the liquidation preference and
information about the dividend period, dividend rate, any call
protection or non-call period and other matters. We may not sell
any of our shares through agents, underwriters or dealers
without delivery of a Prospectus Supplement describing the
method and terms of the particular offering of our shares. Our
common shares are listed on the NYSE Amex LLC (NYSE
Amex) under the symbol GGN. Our 6.625%
Series A Cumulative Preferred Shares are listed on the NYSE
Amex under the symbol GGN PrA. On June 8, 2011,
the last reported sale price of our common shares was $17.85.
The net asset value of the Funds common shares at the
close of business on June 8, 2011 was $17.15 per share.
Investment
Objectives and Policies
The Funds primary investment objective is to provide a
high level of current income. The Funds secondary
investment objective is to seek capital appreciation consistent
with the Funds strategy and its primary objective.
Under normal market conditions, the Fund will attempt to achieve
its objectives by investing at least 80% of its assets in equity
securities of companies principally engaged in the gold and
natural resources industries. The Fund will invest at least 25%
of its assets in the equity securities of companies principally
engaged in the exploration, mining, fabrication, processing,
distribution or trading of gold or the financing, managing,
controlling or operating of companies engaged in
gold-related activities (Gold
Companies). In addition, the Fund will invest at least 25%
of its assets in the equity securities of companies principally
engaged in the exploration, production or distribution of
natural resources, such as gas, oil, paper, food and
agriculture, forestry products, metals and minerals as well as
related transportation companies and equipment manufacturers
(Natural Resources Companies). The Fund may invest
in the securities of companies located anywhere in the world and
under normal market conditions will invest at least 40% of its
assets in the securities of issuers located in at least three
countries other than the U.S.
Principally engaged, as used in this prospectus, means a company
that derives at least 50% of its revenues or earnings or devotes
at least 50% of its assets to the indicated businesses. An
issuer will be treated as being located outside the U.S. if
it is either organized or headquartered outside of the
U.S. and has a substantial portion of its operations or
sales outside the U.S. Equity securities may include common
stocks,
1
preferred stocks, convertible securities, warrants, depository
receipts and equity interests in trusts and other entities.
Other Fund investments may include investment companies,
including exchange-traded funds, securities of issuers subject
to reorganization, derivative instruments, debt (including
obligations of the U.S. Government) and money market
instruments. As part of its investment strategy, the Fund
intends to generate gains through an option strategy which will
normally consist of writing (selling) call options on equity
securities in its portfolio (covered calls), but
may, in amounts up to 15% of the Funds assets, consist of
writing uncovered call options on securities not held by the
Fund, indices comprised of Gold Companies or Natural Resources
Companies or exchange traded funds comprised of such issuers and
put options on securities in its portfolio. When the Fund sells
a call option, it generates gains in the form of the premium
paid by the buyer of the call option, but the Fund forgoes the
opportunity to participate in any increase in the value of the
underlying equity security above the exercise price of the
option. When the Fund sells a put option, it generates gains in
the form of the premium paid by the buyer of the put option, but
the Fund will have the obligation to buy the underlying security
at the exercise price if the price of the security decreases
below the exercise price of the option. See Investment
Objectives and Policies.
There is a risk that the Fund may generate losses as a result of
its option strategy. See Risk Factors and Special
ConsiderationsRisks Associated with Covered Calls and
Other Option Transactions.
The Fund is not intended for those who wish to exploit
short-term swings in the stock market.
The Investment Advisers investment philosophy with respect
to selecting investments in the gold industry and the natural
resources industries is to emphasize quality and value, as
determined by such factors as asset quality, balance sheet
leverage, management ability, reserve life, cash flow, and
commodity hedging exposure. In addition, in making stock
selections, the Investment Adviser looks for securities that it
believes may have a superior yield as well as capital gains
potential and that allow the Fund to earn possible gains from
writing covered calls on such stocks.
Preferred
Shares and Borrowings
On October 16, 2007, the Fund completed the placement of
$100 million of Cumulative Preferred Shares
(Preferred Shares) consisting of 4 million
shares designated as Series A and paying dividends of an
annual rate equal to 6.625% of liquidation preference. The
Preferred Shares are senior to the common shares and result in
the financial leveraging of the common shares. Such leveraging
tends to magnify both the risks and opportunities to common
shareholders. Dividends on the Preferred Shares are cumulative.
The Fund is required by the Investment Company Act of 1940, as
amended (the 1940 Act) and by the Statement of
Preferences to meet certain asset coverage tests with respect to
the Preferred Shares. If the Fund fails to meet these
requirements and does not correct such failure, the Fund may be
required to redeem, in part or in full, the Preferred Shares at
the redemption price of $25 per share plus an amount equal to
the accumulated and unpaid dividends whether or not declared on
such shares in order to meet the requirements. Additionally,
failure to meet the foregoing asset coverage requirements could
restrict the Funds ability to pay dividends to common
shareholders and could lead to sales of portfolio securities at
inopportune times. The income received on the Funds assets
may vary in a manner unrelated to the fixed rate, which could
have either a beneficial or detrimental impact on net investment
income and gains available to common shareholders. If the Fund
has insufficient investment income and gains, all or a portion
of the distributions to preferred shareholders would come from
the common shareholders capital. Such distributions reduce
the net assets attributable to common shareholders since the
liquidation value of the preferred shareholders is constant.
The Fund may issue additional series of preferred shares or
borrow money to leverage its investments. If the Funds
Board of Trustees (the Board of Trustees, each
member of the Board of Trustees individually a
Trustee) determines that it may be advantageous to
the holders of the Funds common shares for the Fund to
utilize such leverage, the Fund may issue additional series of
preferred shares or borrow money. Any preferred shares issued by
the Fund will pay distributions either at a fixed rate or at
rates that will be reset frequently based on short-term interest
rates. Any borrowings may also be at fixed or floating rates.
Leverage creates a greater risk of loss as well as a potential
for more gains for the common shares than if leverage were not
used.
2
See Risk Factors and Special ConsiderationsLeverage
Risks. The Fund may also engage in investment management
techniques which will not be considered senior securities if the
Fund establishes in a segregated account cash or other liquid
securities equal to the Funds obligations in respect of
such techniques.
Dividends
and Distributions
The Fund intends to make regular monthly cash distributions of
all or a portion of its investment company taxable income (which
includes ordinary income and realized short-term capital gains)
to common shareholders. The Fund also intends to make annual
distributions of its realized capital gains (which is the excess
of net long-term capital gains over net short-term capital
losses). A significant portion of the Funds
distributions on its common shares for recent periods have
included, or have been estimated to include, a return of
capital. A portion of the distributions to the preferred
shareholders may also be sourced from capital attributable to
the common shareholders. Any return of capital that is a
component of a distribution is not sourced from realized gains
of the Fund and that portion should not be considered by
investors as yield or total return on their investment in the
Fund. Various factors will affect the level of the Funds
income, such as its asset mix and use of covered call
strategies. To permit the Fund to maintain more stable monthly
distributions, the Fund may from time to time distribute less
than the entire amount of income earned in a particular period,
which would be available to supplement future distributions. As
a result, the distributions paid by the Fund for any particular
monthly period may be more or less than the amount of income
actually earned by the Fund during that period. Because the
Funds distribution policy may be changed by the Board of
Trustees at any time and the Funds income will fluctuate,
there can be no assurance that the Fund will pay dividends or
distributions at a particular rate. See Dividends and
Distributions.
Investment company taxable income (including dividend income)
and capital gain distributions paid by the Fund are
automatically reinvested in additional shares of the Fund unless
a shareholder elects to receive cash or the shareholders
broker does not provide reinvestment services. See
Automatic Dividend Reinvestment and Voluntary Cash
Purchase Plan.
Use of
Proceeds
The Fund will use the net proceeds from the offering to purchase
portfolio securities in accordance with its investment
objectives and policies as appropriate investment opportunities
are identified, which is expected to substantially be completed
within three months; however, changes in market conditions could
result in the Funds anticipated investment period
extending to as long as six months. See Use of
Proceeds.
Exchange
Listing
The Funds common shares are listed on the NYSE Amex under
the trading or ticker symbol GGN. The
Funds Preferred Shares are listed on the NYSE Amex under
the ticker symbol GGN PrA. See Description of
the Shares. Any additional series of fixed rate preferred
shares would also likely be listed on a stock exchange.
Market
Price of Shares
Common shares of closed-end investment companies often trade at
prices lower than their net asset value. Common shares of
closed-end investment companies may trade during some periods at
prices higher than their net asset value and during other
periods at prices lower than their net asset value. The Fund
cannot assure you that its common shares will trade at a price
higher than or equal to net asset value. The Funds net
asset value will be reduced immediately following this offering
by the sales load and the amount of the offering expenses paid
by the Fund. See Use of Proceeds.
In addition to net asset value, the market price of the
Funds common shares may be affected by such factors as the
Funds dividend and distribution levels (which are affected
by expenses) and stability, market liquidity, market supply and
demand, unrealized gains, general market and economic conditions
and other
3
factors. See Risk Factors and Special
Considerations, Description of the Shares and
Repurchase of Common Shares.
The common shares are designed primarily for long-term
investors, and you should not purchase common shares of the Fund
if you intend to sell them shortly after purchase.
Fixed rate preferred shares may also trade at premiums to or
discounts from their liquidation preference for a variety of
reasons, including changes in interest rates.
Risk
Factors and Special Considerations
Risk is inherent in all investing. Therefore, before investing
in shares of the Fund, you should consider the risks carefully.
Total Return Risk. The Fund utilizes several
investment management techniques in an effort to generate
positive total return. The risks of these techniques, such as
option writing, leverage, concentration in certain industries,
and investing in emerging markets, are described in the
following paragraphs. Taken together these and other techniques
represent a risk that the Fund will experience a negative total
return even in market environments that are generally positive
and that the Funds returns, both positive and negative,
may be more volatile than if the Fund did not utilize these
investment techniques.
Industry Risks. The Funds investments
will be concentrated in the gold and natural resources
industries. Because the Fund is concentrated in these
industries, it may present more risks than if it were broadly
diversified over numerous industries and sectors of the economy.
A downturn in the gold or natural resources industries would
have a larger impact on the Fund than on an investment company
that does not concentrate in such industries.
Under normal market conditions, the Fund will invest at least
25% of its assets in equity securities of Gold Companies. Equity
securities of Gold Companies may experience greater volatility
than companies not involved in the gold industry. Investments
related to gold are considered speculative and are affected by a
variety of worldwide economic, financial and political factors.
The price of gold may fluctuate sharply over short periods of
time due to changes in inflation or expectations regarding
inflation in various countries, the availability of supplies of
gold, changes in industrial and commercial demand, gold sales by
governments, central banks or international agencies, investment
speculation, monetary and other economic policies of various
governments and government restrictions on private ownership of
gold. The Investment Advisers judgments about trends in
the prices of securities of Gold Companies may prove to be
incorrect. It is possible that the performance of securities of
Gold Companies may lag the performance of other industries or
the broader market as a whole.
Under normal market conditions, the Fund will invest at least
25% of its assets in equity securities of Natural Resources
Companies. A downturn in the indicated natural resources
industries would have a larger impact on the Fund than on an
investment company that does not invest significantly in such
industries. Such industries can be significantly affected by the
supply of and demand for the indicated commodities and related
services, exploration and production spending, government
regulations, world events and economic conditions. The oil,
paper, food and agriculture, forestry products, metals and
minerals industries can be significantly affected by events
relating to international political developments, the success of
exploration projects, commodity prices, and tax and government
regulations. The stock prices of Natural Resources Companies may
also experience greater price volatility than other types of
common stocks. Securities issued by Natural Resources Companies
are sensitive to changes in the prices of, and in supply and
demand for, the indicated commodities. The value of securities
issued by Natural Resources Companies may be affected by changes
in overall market movements, changes in interest rates, or
factors affecting a particular industry or commodity, such as
weather, embargoes, tariffs, policies of commodity cartels and
international economic, political and regulatory developments.
The Investment Advisers judgments about trends in the
prices of these securities and commodities may prove to be
incorrect. It is possible that the performance of securities of
Natural Resources Companies may lag the performance of other
industries or the broader market as a whole. See Risk
Factors and Special ConsiderationsIndustry
RisksIndustry Risks.
4
Supply and Demand Risk. A decrease in the
production of, or exploitation of, gold, gas, oil, paper, food
and agriculture, forestry products, metals or minerals or a
decrease in the volume of such commodities available for
transportation, mining, processing, storage or distribution may
adversely impact the financial performance of the Funds
investments. Production declines and volume decreases could be
caused by various factors, including catastrophic events
affecting production, depletion of resources, labor
difficulties, environmental proceedings, increased regulations,
equipment failures and unexpected maintenance problems, import
supply disruption, increased competition from alternative energy
sources or commodity prices. Sustained declines in demand for
the indicated commodities could also adversely affect the
financial performance of Gold and Natural Resources Companies
over the long-term. Factors which could lead to a decline in
demand include economic recession or other adverse economic
conditions, higher fuel taxes or governmental regulations,
increases in fuel economy, consumer shifts to the use of
alternative fuel sources, changes in commodity prices, or
weather. See Risk Factors and Special
ConsiderationsIndustry RisksSupply and Demand
Risk.
Depletion and Exploration Risk. Many Gold and
Natural Resources Companies are either engaged in the production
or exploitation of the particular commodities or are engaged in
transporting, storing, distributing and processing such
commodities. To maintain or increase their revenue level, these
companies or their customers need to maintain or expand their
reserves through exploration of new sources of supply, through
the development of existing sources, through acquisitions, or
through long-term contracts to acquire reserves. The financial
performance of Gold and Natural Resources Companies may be
adversely affected if they, or the companies to whom they
provide products or services, are unable to cost-effectively
acquire additional products or reserves sufficient to replace
the natural decline. See Risk Factors and Special
ConsiderationsIndustry RisksDepletion and
Exploration Risk.
Regulatory Risk. Gold Companies and Natural
Resources Companies may be subject to extensive government
regulation in virtually every aspect of their operations,
including how facilities are constructed, maintained and
operated, environmental and safety controls, and in some cases
the prices they may charge for the products and services they
provide. Various governmental authorities have the power to
enforce compliance with these regulations and the permits issued
under them, and violators are subject to administrative, civil
and criminal penalties, including civil fines, injunctions or
both. Stricter laws, regulations or enforcement policies could
be enacted in the future, which would likely increase compliance
costs and may adversely affect the financial performance of Gold
Companies and Natural Resources Companies. See Risk
Factors and Special ConsiderationsIndustry
RisksRegulatory Risk.
Commodity Pricing Risk. The operations and
financial performance of Gold and Natural Resources Companies
may be directly affected by the prices of the indicated
commodities, especially those Gold and Natural Resources
Companies for whom the commodities they own are significant
assets. Commodity prices fluctuate for several reasons,
including changes in market and economic conditions, levels of
domestic production, impact of governmental regulation and
taxation, the availability of transportation systems and, in the
case of oil and gas companies in particular, conservation
measures and the impact of weather. Volatility of commodity
prices which may lead to a reduction in production or supply,
may also negatively affect the performance of Gold and Natural
Resources Companies which are solely involved in the
transportation, processing, storing, distribution or marketing
of commodities. Volatility of commodity prices may also make it
more difficult for Gold and Natural Resources Companies to raise
capital to the extent the market perceives that their
performance may be directly or indirectly tied to commodity
prices. See Risk Factors and Special
ConsiderationsIndustry RisksCommodity Pricing
Risk.
Risks Associated with Covered Calls and Other Option
Transactions. There are several risks associated
with transactions in options on securities. For example, there
are significant differences between the securities and options
markets that could result in an imperfect correlation between
these markets, causing a given covered call option transaction
not to achieve its objectives. A decision as to whether, when
and how to use covered call options (or other options) involves
the exercise of skill and judgment, and even a well-conceived
transaction may be unsuccessful because of market behavior or
unexpected events. The use of options may require the Fund to
sell portfolio securities at inopportune times or for prices
other than current market values,
5
may limit the amount of appreciation the Fund can realize on an
investment, or may cause the Fund to hold a security it might
otherwise sell. As the writer of a covered call option, the Fund
forgoes, during the options life, the opportunity to
profit from increases in the market value of the security
covering the call option above the exercise price of the call
option, but has retained the risk of loss should the price of
the underlying security decline. Although such loss would be
offset in part by the option premium received, in a situation in
which the price of a particular stock on which the Fund has
written a covered call option declines rapidly and materially or
in which prices in general on all or a substantial portion of
the stocks on which the Fund has written covered call options
decline rapidly and materially, the Fund could sustain material
depreciation or loss in its net assets to the extent it does not
sell the underlying securities (which may require it to
terminate, offset or otherwise cover its option position as
well).
There can be no assurance that a liquid market will exist when
the Fund seeks to close out an option position. If the Fund were
unable to close out a covered call option that it had written on
a security, it would not be able to sell the underlying security
unless the option expired without exercise. Reasons for the
absence of a liquid secondary market for exchange-traded options
include the following: (i) there may be insufficient
trading interest; (ii) restrictions may be imposed by an
exchange on opening transactions or closing transactions or
both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes
or series of options; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange;
(v) the trading facilities may not be adequate to handle
current trading volume; or (vi) the relevant exchange could
discontinue the trading of options. In addition, the Funds
ability to terminate
over-the-counter
options may be more limited than with exchange-traded options
and may involve the risk that counterparties participating in
such transactions will not fulfill their obligations. See
Risk Factors and Special ConsiderationsRisks
Associated with Covered Calls and Other Option
Transactions.
Limitation on Covered Call Writing Risk. The
number of covered call options the Fund can write is limited by
the number of shares of common stock the Fund holds.
Furthermore, the Funds covered call options and other
options transactions will be subject to limitations established
by each of the exchanges, boards of trade or other trading
facilities on which such options are traded. As a result, the
number of covered call options that the Fund may write or
purchase may be affected by options written or purchased by it
and other investment advisory clients of the Investment Adviser.
See Risk Factors and Special ConsiderationsRisks
Associated with Covered Calls and Other Option
TransactionsLimitation on Covered Call Writing Risk.
Risks Associated with Uncovered Calls. There
are special risks associated with uncovered option writing which
expose the Fund to potentially significant loss. As the writer
of an uncovered call option, the Fund has no risk of loss should
the price of the underlying security decline, but bears
unlimited risk of loss should the price of the underlying
security increase above the exercise price until the Fund covers
its exposure. As with writing uncovered calls, the risk of
writing uncovered put options is substantial. The writer of an
uncovered put option bears a risk of loss if the value of the
underlying instrument declines below the exercise price. Such
loss could be substantial if there is a significant decline in
the value of the underlying instrument. See Risk Factors
and Special ConsiderationsRisks Associated with Uncovered
Calls.
Equity Risk. Investing in the Fund involves
equity risk, which is the risk that the securities held by the
Fund will fall in market value due to adverse market and
economic conditions, perceptions regarding the industries in
which the issuers of securities held by the Fund participate and
the particular circumstances and performance of particular
companies whose securities the Fund holds. An investment in the
Fund represents an indirect economic stake in the securities
owned by the Fund, which are for the most part traded on
securities exchanges or in the
over-the-counter
markets. The market value of these securities, like other market
investments, may move up or down, sometimes rapidly and
unpredictably. The net asset value of the Fund may at any point
in time be worth less than the amount at the time the
shareholder invested in the Fund, even after taking into account
any reinvestment of distributions. See Risk Factors and
Special ConsiderationsEquity Risk.
Leverage Risk. The use of leverage, which can
be described as exposure to changes in price at a ratio greater
than the amount of equity invested, either through the issuance
of preferred shares, borrowing or other
6
forms of market exposure, magnifies both the favorable and
unfavorable effects of price movements in the investments made
by the Fund. To the extent that the Fund is leveraged in its
investment operations, the Fund will be subject to substantial
risk of loss. The Fund cannot assure you that borrowings or the
issuance of preferred shares will result in a higher yield or
return to the holders of the common shares. As of March 31,
2011, the amount of leverage represented approximately 8% of the
Funds net assets.
Any decline in the net asset value of the Funds
investments would be borne entirely by the holders of common
shares. Therefore, if the market value of the Funds
portfolio declines, the leverage will result in a greater
decrease in net asset value to the holders of common shares than
if the Fund were not leveraged. This greater net asset value
decrease will also tend to cause a greater decline in the market
price for the common shares. The Fund might be in danger of
failing to maintain the required asset coverage of its
borrowings or preferred shares or of losing its ratings on its
borrowings or preferred shares or, in an extreme case, the
Funds current investment income might not be sufficient to
meet the interest or dividend requirements on its borrowings or
preferred shares. In order to counteract such an event, the Fund
might need to liquidate investments in order to fund a
redemption of some or all of the preferred shares.
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Preferred Share Risk. The issuance of
preferred shares causes the net asset value and market value of
the common shares to become more volatile. If the dividend rate
on the preferred shares approaches the net rate of return on the
Funds investment portfolio, the benefit of leverage to the
holders of the common shares would be reduced. If the dividend
rate on the preferred shares plus the management fee annual rate
of 1.00% exceeds the net rate of return on the Funds
portfolio, the leverage will result in a lower rate of return to
the holders of common shares than if the Fund had not issued
preferred shares. If the Fund has insufficient investment income
and gains, all or a portion of the distributions to preferred
shareholders would come from the common shareholders
capital. Such distributions reduce the net assets attributable
to common shareholders since the liquidation value of the
preferred shareholders is constant.
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In addition, the Fund pays (and the holders of common shares
will bear) all costs and expenses relating to the issuance and
ongoing maintenance of the preferred shares, including
additional advisory fees. Holders of preferred shares may have
different interests than holders of common shares and at times
may have disproportionate influence over the Funds
affairs. Holders of preferred shares, voting separately as a
single class, have the right to elect two members of the Board
of Trustees at all times and in the event dividends become in
arrears for two full years would have the right to elect a
majority of the Trustees until the arrearage is completely
eliminated. In addition, preferred shareholders have class
voting rights on certain matters, including changes in
fundamental investment restrictions and conversion of the Fund
to open-end status, and accordingly can veto any such changes.
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Portfolio Guidelines of Rating Agencies for Preferred Shares
and/or
Credit Facility. In order to obtain attractive
credit quality ratings for preferred shares or borrowings, the
Fund must comply with investment quality, diversification and
other guidelines established by the relevant rating agencies.
These guidelines could affect portfolio decisions and may be
more stringent than those imposed by the 1940 Act.
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Foreign Securities Risk. Because many of the
worlds Gold Companies and Natural Resources Companies are
located outside of the U.S., the Fund may have a significant
portion of its investments in securities that are traded
primarily in foreign markets and that are not subject to the
requirements of the U.S. securities laws, markets and
accounting requirements (Foreign Securities).
Investments in Foreign Securities involve certain considerations
and risks not ordinarily associated with investments in
securities of U.S. issuers. Foreign companies are not
generally subject to the same accounting, auditing and financial
standards and requirements as those applicable to
U.S. companies. Foreign securities exchanges, brokers and
listed companies may be subject to less government supervision
and regulation than exists in the U.S. Dividend and
interest income may be subject to withholding and other foreign
taxes, which may adversely affect the net return on such
investments. There may be difficulty in obtaining or enforcing a
court judgment abroad, and it may be difficult to effect
repatriation of capital invested in certain countries. In
addition, with respect to certain countries, there are risks of
expropriation, confiscatory taxation, political or social
instability or diplomatic developments that could affect
7
assets of the Fund held in foreign countries. See Risk
Factors and Special ConsiderationsForeign Securities
Risk.
Emerging Markets Risk. The Fund may invest
without limit in securities of issuers whose primary operations
or principal trading market is in an emerging
market. An emerging market country is any
country that is considered to be an emerging or developing
country by the International Bank for Reconstruction and
Development (the World Bank). Investing in
securities of companies in emerging markets may entail special
risks relating to potential political and economic instability
and the risks of expropriation, nationalization, confiscation or
the imposition of restrictions on foreign investment, the lack
of hedging instruments and restrictions on repatriation of
capital invested. Emerging securities markets are substantially
smaller, less developed, less liquid and more volatile than the
major securities markets. The limited size of emerging
securities markets and limited trading value compared to the
volume of trading in U.S. securities could cause prices to
be erratic for reasons apart from factors that affect the
quality of the securities. For example, limited market size may
cause prices to be unduly influenced by traders who control
large positions. Adverse publicity and investors
perceptions, whether or not based on fundamental analysis, may
decrease the value and liquidity of portfolio securities,
especially in these markets. Other risks include high
concentration of market capitalization and trading volume in a
small number of issuers representing a limited number of
industries, as well as a high concentration of investors and
financial intermediaries; overdependence on exports, including
gold and natural resources exports, making these economies
vulnerable to changes in commodity prices; overburdened
infrastructure and obsolete or unseasoned financial systems;
environmental problems; less developed legal systems; and less
reliable securities custodial services and settlement practices.
Foreign Currency Risk. The Fund expects to
invest in companies whose securities are denominated or quoted
in currencies other than U.S. dollars or have significant
operations or markets outside of the U.S. In such
instances, the Fund will be exposed to currency risk, including
the risk of fluctuations in the exchange rate between
U.S. dollars (in which the Funds shares are
denominated) and such foreign currencies and the risk of
currency devaluations. Certain
non-U.S. currencies,
primarily in developing countries, have been devalued in the
past and might face devaluation in the future. Currency
devaluations generally have a significant and adverse impact on
the devaluing countrys economy in the short and
intermediate term and on the financial condition and results of
companies operations in that country. Currency
devaluations may also be accompanied by significant declines in
the values and liquidity of equity and debt securities of
affected governmental and private sector entities generally. To
the extent that affected companies have obligations denominated
in currencies other than the devalued currency, those companies
may also have difficulty in meeting those obligations under such
circumstances, which in turn could have an adverse effect upon
the value of the Funds investments in such companies.
There can be no assurance that current or future developments
with respect to foreign currency devaluations will not impair
the Funds investment flexibility, its ability to achieve
its investment objectives or the value of certain of its foreign
currency denominated investments. See Risk Factors and
Special ConsiderationsForeign Currency Risk.
Market Discount Risk. Whether investors will
realize gains or losses upon the sale of common shares of the
Fund will depend upon the market price of the shares at the time
of sale, which may be less or more than the Funds net
asset value per share. Since the market price of the common
shares will be affected by various factors as the Funds
dividend and distribution levels (which are in turn affected by
expenses) and stability, net asset value, market liquidity, the
relative demand for and supply of the common shares in the
market, unrealized gains, general market and economic conditions
and other factors beyond the control of the Fund, we cannot
predict whether the common shares will trade at, below or above
net asset value or at, below or above the public offering price.
Common shares of closed-end funds often trade at a discount from
their net asset value and the Funds shares may trade at
such a discount. This risk may be greater for investors
expecting to sell their common shares of the Fund soon after
completion of the public offering. The common shares of the Fund
are designed primarily for long-term investors, and investors in
the common shares should not view the Fund as a vehicle for
trading purposes. See Risk Factors and Special
ConsiderationsMarket Discount Risk.
8
Common Stock Risk. Common stock of an issuer
in the Funds portfolio may decline in price for a variety
of reasons including if the issuer fails to make anticipated
dividend payments. Common stock in which the Fund will invest is
structurally subordinated as to income and residual value to
preferred stock, bonds and other debt instruments in a
companys capital structure in terms of priority to
corporate income, and therefore will be subject to greater
dividend risk than preferred stock or debt instruments of such
issuers. In addition, while common stock has historically
generated higher average returns than fixed income securities,
common stock has also experienced significantly more volatility
in those returns. See Risk Factors and Special
ConsiderationsCommon Stock Risk.
Convertible Securities Risk. Convertible
securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality. The market
values of convertible securities tend to decline as interest
rates increase and, conversely, to increase as interest rates
decline. In the absence of adequate anti-dilution provisions in
a convertible security, dilution in the value of the Funds
holding may occur in the event the underlying stock is
subdivided, additional equity securities are issued for below
market value, a stock dividend is declared, or the issuer enters
into another type of corporate transaction that has a similar
effect. See Risk Factors and Special
ConsiderationsConvertible Securities Risk.
Income Risk. The income shareholders receive
from the Fund is expected to be based primarily on income the
Fund earns from its investment strategy of writing covered calls
and dividends and other distributions received from its
investments. If the Funds covered call strategy fails to
generate sufficient income or the distribution rates or yields
of the Funds holdings decrease, shareholders income
from the Fund could decline. See Risk Factors and Special
ConsiderationsIncome Risk.
Distribution Risk for Equity Income Portfolio
Securities. The Fund intends to invest in the
shares of issuers that pay dividends or other distributions.
Such dividends or other distributions are not guaranteed, and an
issuer may forgo paying dividends or other distributions at any
time and for any reason. See Risk Factors and Special
ConsiderationsDistribution Risk for Equity Income
Portfolio Securities.
Special Risks Related to Preferred
Securities. Special risks associated with
investing in preferred securities include deferral of
distributions or dividend payments, in some cases the right of
an issuer never to pay missed dividends, subordination to debt
and other liabilities, illiquidity, limited voting rights and
redemption by the issuer. Because the Fund has no limit on its
investment in non-cumulative preferred securities, the amount of
dividends the Fund pays may be adversely affected if an issuer
of a non-cumulative preferred stock held by the Fund determines
not to pay dividends on such stock. There is no assurance that
dividends or distributions on preferred stock in which the Fund
invests will be declared or otherwise made payable. See
Risk Factors and Special ConsiderationsSpecial Risks
Related to Preferred Securities.
Interest Rate Risk. Rising interest rates may
adversely affect the financial performance of Gold Companies and
Natural Resources Companies by increasing their costs of
capital. This may reduce their ability to execute acquisitions
or expansion projects in a cost-effective manner.
During periods of declining interest rates, the issuer of a
preferred stock or fixed income security may be able to exercise
an option to prepay principal earlier than scheduled, forcing
the Fund to reinvest in lower yielding securities. This is known
as call or prepayment risk. During periods of rising interest
rates, the average life of certain types of securities may be
extended because of slower than expected principal payments.
This may prolong the length of time the security pays a below
market interest rate, increase the securitys duration and
reduce the value of the security. This is known as extension
risk. See Risk Factors and Special
ConsiderationsInterest Rate Risk.
Inflation Risk. Inflation risk is the risk
that the value of assets or income from investments will be
worth less in the future as inflation decreases the value of
money. As inflation increases, the real value of the Funds
shares and distributions thereon can decline. In addition,
during any periods of rising inflation, dividend rates of any
variable rate preferred shares or debt securities issued by the
Fund would likely increase, which would tend to further reduce
returns to common shareholders. See Risk Factors and
Special ConsiderationsInflation Risk.
9
Illiquid Investments Risk. Although the Fund
expects that its portfolio will primarily be comprised of liquid
securities, the Fund may invest up to 15% of its assets in
unregistered securities and otherwise illiquid investments.
Unregistered securities are securities that cannot be sold
publicly in the United States without registration under the
Securities Act of 1933. An illiquid investment is a security or
other investment that cannot be disposed of within seven days in
the ordinary course of business at approximately the value at
which the Fund has valued the investment. Unregistered
securities often can be resold only in privately negotiated
transactions with a limited number of purchasers or in a public
offering registered under the Securities Act of 1933.
Considerable delay could be encountered in either event and,
unless otherwise contractually provided for, the Funds
proceeds upon sale may be reduced by the costs of registration
or underwriting discounts. The difficulties and delays
associated with such transactions could result in the
Funds inability to realize a favorable price upon
disposition of unregistered securities, and at times might make
disposition of such securities impossible. In addition, the Fund
may be unable to sell other illiquid investments when it desires
to do so, resulting in the Fund obtaining a lower price or being
required to retain the investment. Illiquid investments
generally must be valued at fair value, which is inherently less
precise than utilizing market values for liquid investments, and
may lead to differences between the price a security is valued
for determining the Funds net asset value and the price
the Fund actually receives upon sale. See Risk Factors and
Special ConsiderationsIlliquid Investments Risk.
Investment Companies. The Fund may invest in
the securities of other investment companies, including exchange
traded funds, to the extent permitted by law. To the extent the
Fund invests in the common equity of investment companies, the
Fund will bear its ratable share of any such investment
companys expenses, including management fees. The Fund
will also remain obligated to pay management fees to the
Investment Adviser with respect to the assets invested in the
securities of other investment companies. In these
circumstances, holders of the Funds common shares will be
in effect subject to duplicative investment expenses. See
Risk Factors and Special ConsiderationsInvestment
Companies.
Special Risks of Derivative Transactions. The
Fund may participate in derivative transactions. Such
transactions entail certain execution, market, liquidity,
hedging and tax risks. Participation in the options or futures
markets, in other derivatives transactions, or in currency
exchange transactions involves investment risks and transaction
costs to which the Fund would not be subject absent the use of
these strategies. If the Investment Advisers prediction of
movements in the direction of the securities, foreign currency,
interest rate or other referenced instruments or markets is
inaccurate, the consequences to the Fund may leave the Fund in a
worse position than if it had not used such strategies. See
Risk Factors and Special ConsiderationsSpecial Risks
of Derivative Transactions.
Lower Grade Securities Risk. The Fund may
invest up to 10% of its assets in fixed income and convertible
securities rated in the lower rating categories of recognized
statistical rating agencies, such as securities rated
CCC or lower by Standard & Poors
Ratings Services (S&P) or Caa by
Moodys Investors Service, Inc. (Moodys),
or non-rated securities of comparable quality. These high yield
securities, also sometimes referred to as junk
bonds, generally pay a premium above the yields of
U.S. government securities or debt securities of investment
grade issuers because they are subject to greater risks than
these securities. See Risk Factors and Special
ConsiderationsLower Grade Securities Risk.
Dependence on Key Personnel. The Investment
Adviser is dependent upon the expertise of Mr. Mario J.
Gabelli. If the Investment Adviser were to lose the services of
Mr. Gabelli, it could be adversely affected. There can be
no assurance that a suitable replacement could be found for
Mr. Gabelli in the event of his death, resignation,
retirement or inability to act on behalf of the Investment
Adviser.
The Fund is dependent upon the expertise of Vincent
Hugonnard-Roche as the sole option strategist on the Funds
portfolio management team. If the Fund were to lose the services
of Mr. Roche, it could be temporarily adversely affected
until a suitable replacement could be found. See Risk
Factors and Special ConsiderationsDependence on Key
Personnel.
Long-Term Objective; Not a Complete Investment
Program. The Fund is intended for investors
seeking a high level of current income. The Fund is not meant to
provide a vehicle for those who wish to exploit
10
short-term swings in the stock market. An investment in shares
of the Fund should not be considered a complete investment
program. Each shareholder should take into account the
Funds investment objectives as well as the
shareholders other investments when considering an
investment in the Fund. See Risk Factors and Special
ConsiderationsLong-Term Objective; Not a Complete
Investment Program.
Management Risk. The Fund is subject to
management risk because its portfolio is actively managed. The
Investment Adviser applies investment techniques and risk
analyses in making investment decisions for the Fund, but there
can be no guarantee that these will produce the desired results.
See Risk Factors and Special
ConsiderationsManagement Risk.
Portfolio Turnover. The Fund may have a high
turnover ratio which may result in higher expenses and lower
after-tax return to shareholders than if the Fund had a lower
turnover ratio.
Non-Diversified Status. The Fund is classified
as a non-diversified investment company under the
1940 Act, which means the Fund is not limited by the 1940 Act in
the proportion of its assets that may be invested in the
securities of a single issuer. As a non-diversified investment
company, the Fund may invest in the securities of individual
issuers to a greater degree than a diversified investment
company. As a result, the Fund may be more vulnerable to events
affecting a single issuer and therefore, subject to greater
volatility than a fund that is more broadly diversified.
Accordingly, an investment in the Fund may present greater risk
to an investor than an investment in a diversified company. See
Risk Factors and Special
ConsiderationsNon-Diversified Status.
Geopolitical Events. The terrorists attacks on
domestic U.S. targets on September 11, 2001, the wars
in Iraq and Afghanistan and other geopolitical events have led
to, and may in the future lead to, increased short-term market
volatility and may have long-term effects on U.S. and world
economies and markets. The nature, scope and duration of the war
and occupation cannot be predicted with any certainty. Similar
events in the future or other disruptions of financial markets
could affect interest rates, securities exchanges, auctions,
secondary trading, ratings, credit risk, inflation, energy
prices and other factors relating to the common shares or
preferred shares. See Risk Factors and Special
ConsiderationsGeopolitical Events.
Recent Market Conditions. While the
U.S. and global markets had experienced extreme volatility
and disruption for an extended period of time, fiscal year 2010
and the first quarter of 2011 witnessed more stabilized economic
activity as expectations for an economic recovery increased.
However, risks to a robust resumption of growth persist: a weak
consumer weighed down by too much debt and increasing
joblessness, the growing size of the federal budget deficit and
national debt, and the threat of inflation. A return to
unfavorable economic conditions could impair our ability to
execute our investment strategies. See Risk Factors and
Special ConsiderationsRecent Market Conditions.
2012 U.S. Federal Budget. The proposed
U.S. federal budget for fiscal year 2012 calls for the
elimination of approximately $40 billion in tax incentives
widely used by oil, gas and coal companies and the imposition of
new fees on certain energy producers. The elimination of such
tax incentives and imposition of such fees could adversely
affect Natural Resources Companies in which the Fund invests
and/or the
natural resources sector generally. See Risk Factors and
Special Considerations2012 U.S. Federal Budget.
Government Intervention in Financial Markets
Risk. The recent instability in the financial
markets has led the U.S. government and foreign governments
to take a number of unprecedented actions designed to support
certain financial institutions and segments of the financial
markets that have experienced extreme volatility, and in some
cases a lack of liquidity. U.S. federal and state
governments and foreign governments, their regulatory agencies
or self regulatory organizations may take additional actions
that affect the regulation of the securities in which the Fund
invests, or the issuers of such securities, in ways that are
unforeseeable. Issuers of corporate securities might seek
protection under the bankruptcy laws. Legislation or regulation
may also change the way in which the Fund itself is regulated.
Such legislation or regulation could limit or preclude the
Funds ability to achieve its investment objectives. The
Investment Adviser will monitor developments and seek to manage
the Funds portfolio in a manner consistent with achieving
the Funds
11
investment objectives, but there can be no assurance that it
will be successful in doing so. See Risk Factors and
Special ConsiderationsGovernment Intervention in Financial
Markets Risk.
Anti-Takeover Provisions. The Funds
governing documents include provisions that could limit the
ability of other entities or persons to acquire control of the
Fund or convert the Fund to an open-end fund. See Risk
Factors and Special ConsiderationsAnti-Takeover
Provisions and Anti-Takeover Provisions of the
Funds Governing Documents.
Management
and Fees
Gabelli Funds, LLC serves as the Funds Investment Adviser
and is compensated for its services and its related expenses at
an annual rate of 1.00% of the Funds average weekly net
assets, with no deduction for the liquidation preference of any
outstanding preferred shares. Consequently, if the Fund has
preferred shares outstanding, the management fee as a percentage
of net assets attributable to the common shares will be higher.
The Investment Adviser is responsible for administration of the
Fund and currently utilizes and pays the fees of a third party
sub-administrator.
See Management of the Fund.
Repurchase
of Common Shares and Anti-Takeover Provisions
The Funds Board of Trustees has authorized the Fund (and
the Fund accordingly reserves freedom of action) to repurchase
its common shares in the open market when the common shares are
trading at a discount of 7.5% or more from net asset value (or
such other percentage as the Board of Trustees may determine
from time to time). Although the Board of Trustees has
authorized such repurchases, the Fund is not required to
repurchase its common shares. The Board of Trustees has not
established a limit on the number of shares that could be
purchased during such period. Such repurchases are subject to
certain notice and other requirements under the 1940 Act. See
Repurchase of Common Shares.
Certain provisions of the Funds Agreement and Declaration
of Trust and By-Laws (collectively, the Governing
Documents) may be regarded as anti-takeover
provisions. Pursuant to these provisions, only one of three
classes of Trustees is elected each year, and the affirmative
vote of the holders of 75% of the outstanding shares of the Fund
are necessary to authorize the conversion of the Fund from a
closed-end to an open-end investment company or to authorize
certain transactions between the Fund and a beneficial owner of
more than 5% of any class of the Funds capital stock. The
overall effect of these provisions is to render more difficult
the accomplishment of a merger with, or the assumption of
control by, a principal shareholder. These provisions may have
the effect of depriving Fund common shareholders of an
opportunity to sell their shares at a premium to the prevailing
market price. The issuance of preferred shares could make it
more difficult for the holders of common shares to avoid the
effect of these provisions. See Anti-Takeover Provisions
of the Funds Governing Documents.
Custodian,
Transfer Agent and Dividend Disbursing Agent
The Bank of New York Mellon Corporation (Mellon),
located at 135 Santilli Highway, Everett, Massachusetts 02149,
serves as the custodian (the Custodian) of the
Funds assets pursuant to a custody agreement. Under the
custody agreement, the Custodian holds the Funds assets in
compliance with the 1940 Act. For its services, the Custodian
will receive a monthly fee paid by the Fund based upon, among
other things, the average value of the total assets of the Fund,
plus certain charges for securities transactions and
out-of-pocket
expenses.
American Stock Transfer & Trust Company
(American Stock Transfer), located at 59 Maiden
Lane, New York, New York 10038, serves as the Funds
distribution disbursing agent, as agent under the Funds
automatic dividend reinvestment and voluntary cash purchase plan
and as transfer agent and registrar with respect to the common
and preferred shares of the Fund.
12
SUMMARY
OF FUND EXPENSES
The following table shows the Funds expenses as a
percentage of net assets attributable to common shares.
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Shareholder Transaction Expenses
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Sales Load (as a percentage of offering price)
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1.29%(1)
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Offering Expenses Borne by the Fund (as a percentage of offering
price)
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0.02%(1)
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Dividend Reinvestment Plan Fees
|
|
None(2)
|
|
|
|
|
|
|
|
Percentage of Net
|
|
|
Assets Attributable
|
|
|
to Common Shares
|
|
Annual Expenses
|
|
|
|
|
Management Fees
|
|
|
1.12
|
%(3)
|
Interest on Borrowed Funds
|
|
|
None
|
|
Other Expenses
|
|
|
0.09
|
%(3)
|
Dividends on preferred shares
|
|
|
0.76
|
%(4)
|
|
|
|
|
|
Total annual fund operating expenses and dividends on preferred
shares
|
|
|
0.85
|
%
|
|
|
|
|
|
|
|
|
|
|
Total Annual Expenses
|
|
|
1.97
|
%(3)
|
|
|
|
|
|
|
|
|
(1) |
|
Estimated maximum amount based on offering of $650 million
in common shares and $100 million in preferred shares. The
actual amounts in connection with any offering will be set forth
in the Prospectus Supplement if applicable. |
|
(2) |
|
You will be charged a $1.00 service charge and pay brokerage
charges if you direct the plan agent to sell your common shares
held in a dividend reinvestment account. |
|
(3) |
|
The Investment Advisers fee is 1.00% annually of the
Funds average weekly net assets, with no deduction for the
liquidation preference of any outstanding preferred shares.
Consequently, if the Fund has preferred shares outstanding, the
investment management fees and other expenses as a percentage of
net assets attributable to common shares will be higher than if
the Fund does not utilize a leveraged capital structure.
Other Expenses are based on estimated amounts for
the current year assuming completion of the proposed issuances. |
|
(4) |
|
The Dividends on preferred shares represent distributions on the
existing preferred shares outstanding and the proposed $100
million of preferred shares at 6.00%. |
The purpose of the table above and the example below is to help
you understand all fees and expenses that you, as a holder of
common shares, would bear directly or indirectly.
The following example illustrates the expenses (including the
maximum estimated sales load of $10 and estimated offering
expenses of $1 from the issuance of $650 million in common
shares and $100 million in preferred shares) you would pay
on a $1,000 investment in common shares, assuming a 5% annual
portfolio total return.* The actual amounts in connection with
any offering will be set forth in the Prospectus Supplement if
applicable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Total Expenses Incurred
|
|
$
|
33
|
|
|
$
|
74
|
|
|
$
|
118
|
|
|
$
|
240
|
|
* The example should not be considered a representation
of future expenses. The example assumes that the amounts set
forth in the Annual Expenses table are accurate and that all
distributions are reinvested at net asset value. Actual expenses
may be greater or less than those assumed. Moreover, the
Funds actual rate of return may be greater or less than
the hypothetical 5% return shown in the example.
13
FINANCIAL
HIGHLIGHTS
The selected data below sets forth the per share operating
performance and ratios for the periods presented. The financial
information was derived from and should be read in conjunction
with the Financial Statements of the Fund and Notes thereto,
which are incorporated by reference into this prospectus and the
SAI. The financial information for the fiscal year ended
December 31, 2010 and for each of the preceding fiscal
periods presented since inception, has been audited by
PricewaterhouseCoopers LLP, the Funds independent
registered public accounting firm, whose unqualified report on
such Financial Statements is incorporated by reference into
the SAI.
Selected data for a share of beneficial interest outstanding
throughout each period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Operating Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
15.91
|
|
|
$
|
10.39
|
|
|
$
|
29.48
|
|
|
$
|
24.10
|
|
|
$
|
21.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss)
|
|
|
0.17
|
|
|
|
0.12
|
|
|
|
0.10
|
|
|
|
(0.02
|
)
|
|
|
0.08
|
|
Net realized and unrealized gain/(loss) on investments, swap
contracts, securities sold short, written options, and foreign
currency transactions
|
|
|
3.61
|
|
|
|
7.06
|
|
|
|
(17.18
|
)
|
|
|
7.61
|
|
|
|
3.77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
3.78
|
|
|
|
7.18
|
|
|
|
(17.08
|
)
|
|
|
7.59
|
|
|
|
3.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Preferred Shareholders: (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.03
|
)
|
|
|
(0.11
|
)
|
|
|
(0.08
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
Net realized gain
|
|
|
(0.12
|
)
|
|
|
(0.18
|
)
|
|
|
(0.28
|
)
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to preferred shareholders
|
|
|
(0.15
|
)
|
|
|
(0.29
|
)
|
|
|
(0.36
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.31
|
)
|
|
|
(0.26
|
)
|
|
|
(0.13
|
)
|
|
|
(0.15
|
)
|
|
|
|
|
Net realized gain
|
|
|
(1.37
|
)
|
|
|
(0.45
|
)
|
|
|
(0.48
|
)
|
|
|
(1.78
|
)
|
|
|
(1.74
|
)
|
Return of capital
|
|
|
|
|
|
|
(0.97
|
)
|
|
|
(1.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
(1.68
|
)
|
|
|
(1.93
|
)
|
|
|
(1.74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net asset value from common share transactions
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
0.01
|
|
|
|
0.00
|
(d)
|
|
|
|
|
Increase in net asset value from repurchases of preferred shares
|
|
|
|
|
|
|
0.00
|
(d)
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
Offering costs for preferred shares charged to paid-in capital
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fund share transactions
|
|
|
0.39
|
|
|
|
0.31
|
|
|
|
0.03
|
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
$
|
18.25
|
|
|
$
|
15.91
|
|
|
$
|
10.39
|
|
|
$
|
29.48
|
|
|
$
|
24.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV total return
|
|
|
27.25
|
%
|
|
|
74.36
|
%
|
|
|
(61.59
|
)%
|
|
|
31.47
|
%
|
|
|
18.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$
|
19.27
|
|
|
$
|
16.34
|
|
|
$
|
13.10
|
|
|
$
|
29.15
|
|
|
$
|
24.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment total return
|
|
|
30.77
|
%
|
|
|
40.14
|
%
|
|
|
(50.94
|
)%
|
|
|
27.40
|
%
|
|
|
21.86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Ratios to Average Net Assets and
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets including liquidation value of preferred shares, end
of period (in 000s)
|
|
$
|
1,119,246
|
|
|
$
|
620,047
|
|
|
$
|
289,046
|
|
|
$
|
633,253
|
|
|
|
|
|
Net assets attributable to common shares, end of period (in
000s)
|
|
$
|
1,020,354
|
|
|
$
|
521,155
|
|
|
$
|
190,109
|
|
|
$
|
533,253
|
|
|
$
|
432,741
|
|
Ratio of net investment income/(loss) to average net assets
attributable to common shares
|
|
|
0.41
|
%
|
|
|
1.44
|
%
|
|
|
0.39
|
%
|
|
|
(0.09
|
)%
|
|
|
0.42
|
%
|
Ratio of operating expenses to average net assets attributable
to common shares (b)
|
|
|
1.33
|
%
|
|
|
1.78
|
%
|
|
|
1.69
|
%
|
|
|
1.45
|
%
|
|
|
1.17
|
%
|
Ratio of operating expenses to average net assets including
liquidation value of preferred shares (b)
|
|
|
1.17
|
%
|
|
|
1.35
|
%
|
|
|
1.37
|
%
|
|
|
1.39
|
%
|
|
|
|
|
Portfolio turnover rate
|
|
|
51.5
|
%
|
|
|
61.0
|
%
|
|
|
41.5
|
%
|
|
|
71.3
|
%
|
|
|
114.8
|
%
|
Preferred Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.625% Series A Cumulative Preferred Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of period (in 000s)
|
|
$
|
98,892
|
|
|
$
|
98,892
|
|
|
$
|
98,937
|
|
|
$
|
100,000
|
|
|
|
|
|
Total shares outstanding (in 000s)
|
|
|
3,956
|
|
|
|
3,956
|
|
|
|
3,957
|
|
|
|
4,000
|
|
|
|
|
|
Liquidation preference per share
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
$
|
25.00
|
|
|
|
|
|
Average market value (c)
|
|
$
|
26.01
|
|
|
$
|
24.60
|
|
|
$
|
24.10
|
|
|
$
|
24.16
|
|
|
|
|
|
Asset coverage per share
|
|
$
|
282.95
|
|
|
$
|
156.75
|
|
|
$
|
73.04
|
|
|
$
|
158.31
|
|
|
|
|
|
Asset coverage
|
|
|
1,132
|
%
|
|
|
627
|
%
|
|
|
292
|
%
|
|
|
633
|
%
|
|
|
|
|
|
|
|
|
|
Based on net asset value per share, adjusted for reinvestment of
distributions at the net asset value per share on the
ex-dividend dates. |
|
|
|
Based on market value per share, adjusted for reinvestment of
distributions at prices determined under the Funds
dividend reinvestment plan. |
|
|
|
Effective in 2008, a change in accounting policy was adopted
with regard to the calculation of the portfolio turnover rate to
include cash proceeds due to mergers. Had this policy been
adopted retroactively, the portfolio turnover rate for the year
ended December 31, 2007 would have been 77.7%. The
portfolio turnover rate for the year ended 2006 would have been
as shown. |
|
(a) |
|
Calculated based upon average common shares outstanding on the
record dates throughout the periods. |
|
(b) |
|
The Fund incurred interest expense during the years ended
December 31, 2008, 2007, and 2006. If interest expense had
not been incurred, the ratio of operating expenses to average
net assets attributable to common shares would have been 1.54%,
1.33%, and 1.16%, respectively, and for 2008 and 2007, the ratio
of operating expenses to average net assets including
liquidation value of preferred shares would have been 1.25% and
1.27%, respectively. For the years ended December 31, 2010
and 2009, the effect of interest expense was minimal. |
|
(c) |
|
Based on weekly prices. |
|
(d) |
|
Amount represents less than $0.005 per share. |
15
USE OF
PROCEEDS
The Investment Adviser expects that it will initially invest the
proceeds of the offering in high quality short-term debt
securities and instruments. The Investment Adviser anticipates
that the investment of the proceeds will be made in accordance
with the Funds investment objectives and policies as
appropriate investment opportunities are identified, which is
expected to substantially be completed within three months;
however, changes in market conditions could result in the
Funds anticipated investment period extending to as long
as six months.
16
THE
FUND
The Fund is a non-diversified, closed-end management investment
company registered under the 1940 Act. The Fund was organized as
a Delaware statutory trust on January 4, 2005, pursuant to
an Agreement and Declaration of Trust governed by the laws of
the State of Delaware. The Fund commenced investment operations
on March 31, 2005. The Funds principal office is
located at One Corporate Center, Rye, New York,
10580-1422
and its telephone number is
(800) 422-3554.
INVESTMENT
OBJECTIVES AND POLICIES
Investment
Objectives
The Funds primary investment objective is to provide a
high level of current income. The Funds secondary
investment objective is to seek capital appreciation consistent
with the Funds strategy and its primary objective. Under
normal market conditions, the Fund will attempt to achieve its
objectives by investing at least 80% of its assets in equity
securities of companies principally engaged in the gold industry
and the natural resources industries. The Fund will invest at
least 25% of its assets in the equity securities of companies
principally engaged in the exploration, mining, fabrication,
processing, distribution or trading of gold or the financing,
managing, controlling or operating of companies engaged in
gold-related activities. In addition, the Fund will
invest at least 25% of its assets in the equity securities of
companies principally engaged in the exploration, production or
distribution of natural resources, such as gas, oil, paper, food
and agriculture, forestry products, metals and minerals as well
as related transportation companies and equipment manufacturers.
The Fund may invest in the securities of companies located
anywhere in the world. Under normal market conditions, the Fund
will invest at least 40% of its assets in the securities of
issuers located in at least three countries other than the
U.S. For this purpose an issuer will be treated as located
outside the U.S. if it is either organized or headquartered
outside the U.S. and has a substantial portion of its
operations or sales outside the U.S. Equity securities may
include common stocks, preferred stocks, convertible securities,
warrants, depository receipts and equity interests in trusts and
other entities. Other Fund investments may include investment
companies, securities of issuers subject to reorganization or
other risk arbitrage investments, certain derivative
instruments, debt (including obligations of the
U.S. Government) and money market instruments.
As part of its investment strategy, the Fund intends to generate
gains through an option strategy of writing (selling) covered
call options on equity securities in its portfolio. When the
Fund sells a covered call option, it generates gains in the form
of the premium paid by the buyer of the call option, but the
Fund forgoes the opportunity to participate in any increase in
the value of the underlying equity security above the exercise
price of the option.
Investment
Methodology of the Fund
In selecting securities for the Fund, the Investment Adviser
normally will consider the following factors, among others:
|
|
|
|
|
the industry of the issuer of a security;
|
|
|
|
the ability of the Fund to earn possible gains from writing
covered call options on such securities;
|
|
|
|
the interest or dividend income generated by the securities;
|
|
|
|
the potential for capital appreciation of the securities;
|
|
|
|
the prices of the securities relative to other comparable
securities;
|
|
|
|
whether the securities are entitled to the benefits of call
protection or other protective covenants;
|
|
|
|
the existence of any anti-dilution protections or guarantees of
the security; and
|
|
|
|
the number and size of investments of the portfolio as to
issuers.
|
17
The Investment Advisers investment philosophy with respect
to selecting investments in the gold industry and the natural
resources industries is to emphasize quality and value, as
determined by such factors as asset quality, balance sheet
leverage, management ability, reserve life, cash flow, and
commodity hedging exposure. In addition, in making stock
selections, the Investment Adviser looks for securities that it
believes may have a superior yield as well as capital gains
potential.
Certain
Investment Practices
Gold Industry Concentration. Under normal
market conditions the Fund will invest at least 25% of its
assets in the equity securities of Gold Companies. Gold
Companies are those that are principally engaged in the
exploration, mining, fabrication, processing, distribution or
trading of gold, or the financing, managing, controlling or
operating of companies engaged in gold-related
activities. The Funds investments in Gold Companies will
generally be in the common equity of Gold Companies, but the
Fund may also invest in other securities of Gold Companies, such
as preferred stocks, securities convertible into common stocks,
and securities such as rights and warrants that have common
stock characteristics.
In selecting investments in Gold Companies for the Fund, the
Investment Adviser will focus on stocks that are undervalued,
but which appear to have favorable prospects for growth. Factors
considered in this determination will include capitalization per
ounce of gold production, capitalization per ounce of
recoverable reserves, quality of management and ability to
create shareholder wealth. Because most of the worlds gold
production is outside of the United States, the Fund may have a
significant portion of its investments in Gold Companies in
securities of foreign issuers, including those located in
developed as well as emerging markets. The percentage of Fund
assets invested in particular countries or regions will change
from time to time based on the Investment Advisers
judgment. Among other things, the Investment Adviser will
consider the economic stability and economic outlook of these
countries and regions. See Risk Factors and Special
ConsiderationsIndustry Risks.
Natural Resources Industries
Concentration. Under normal market conditions,
the Fund will invest at least 25% of its assets in equity
securities of Natural Resources Companies. Natural
Resources Companies are those that are principally engaged
in the exploration, production or distribution of energy or
natural resources, such as gas, oil, paper, food and
agriculture, forestry products, metals and minerals as well as
related transportation companies and equipment manufacturers.
Principally engaged, as used in this prospectus, means a company
that derives at least 50% of its revenues or earnings or devotes
at least 50% of its assets to gold or natural resources related
activities, as the case may be.
Covered Calls and Other Option
Transactions. The Fund intends to generate gains
through an option strategy which will normally consist of
writing (selling) call options on equity securities in its
portfolio (covered calls), but may, in amounts up to
15% of the Funds assets, consist of writing uncovered call
options on additional amounts of such securities beyond the
amounts held in its portfolio, on other securities not held in
its portfolio, on indices comprised of Gold Companies or Natural
Resources Companies or on exchange traded funds comprised of
such issuers and also may consist of writing put options on
securities in its portfolio. Writing a covered call is the
selling of an option contract entitling the buyer to purchase an
underlying security that the Fund owns, while writing an
uncovered call is the selling of such a contract entitling the
buyer to purchase a security the Fund does not own or in an
amount in excess of the amount the Fund owns. When the Fund
sells a call option, it generates gains in the form of the
premium paid by the buyer of the call option, but the Fund
forgoes the opportunity to participate in any increase in the
value of the underlying equity security above the exercise price
of the option. The writer of the call option has the obligation,
upon exercise of the option, to deliver the underlying security
or currency upon payment of the exercise price during the option
period.
A put option is the reverse of a call option, giving the buyer
the right, in return for a premium, to sell the underlying
security to the writer, at a specified price, and obligating the
writer to purchase the underlying security from the holder at
that price. When the Fund sells a put option, it generates gains
in the form of the
18
premium paid by the buyer of the put option, but the Fund will
have the obligation to buy the underlying security at the
exercise price if the price of the security decreases below the
exercise price of the option.
If the Fund has written a call option, it may terminate its
obligation by effecting a closing purchase transaction. This is
accomplished by purchasing a call option with the same terms as
the option previously written. However, once the Fund has been
assigned an exercise notice, the Fund will be unable to effect a
closing purchase transaction. Similarly, if the Fund is the
holder of an option, it may liquidate its position by effecting
a closing sale transaction. This is accomplished by selling an
option with the same terms as the option previously purchased.
There can be no assurance that either a closing purchase or sale
transaction can be effected when the Fund so desires.
The Fund will realize a profit from a closing transaction if the
price of the transaction is less than the premium it received
from writing the option or is more than the premium it paid to
purchase the option; the Fund will realize a loss from a closing
transaction if the price of the transaction is more than the
premium it received from writing the option or is less than the
premium it paid to purchase the option. Since call option prices
generally reflect increases in the price of the underlying
security, any loss resulting from the repurchase of a call
option may also be wholly or partially offset by unrealized
appreciation of the underlying security. Other principal factors
affecting the market value of a put or a call option include
supply and demand, interest rates, the current market price and
price volatility of the underlying security and the time
remaining until the expiration date of the option. Gains and
losses on investments in options depend, in part, on the ability
of the Investment Adviser to predict correctly the effect of
these factors. The use of options cannot serve as a complete
hedge since the price movement of securities underlying the
options will not necessarily follow the price movements of the
portfolio securities subject to the hedge.
An option position may be closed out only on an exchange that
provides a secondary market for an option with the same terms or
in a private transaction. Although the Fund will generally
purchase or write options for which there appears to be an
active secondary market, there is no assurance that a liquid
secondary market on an exchange will exist for any particular
option. In such event, it might not be possible to effect
closing transactions in particular options, in which case the
Fund would have to exercise its options in order to realize any
profit and would incur brokerage commissions upon the exercise
of call options and upon the subsequent disposition of
underlying securities for the exercise of put options.
When the Fund writes an uncovered call option or put option, it
will segregate liquid assets with its custodian in an amount
equal to the amount, adjusted daily, by which such option is in
the money or will treat the unsegregated amount as borrowings.
Although the Investment Adviser will attempt to take appropriate
measures to minimize the risks relating to the Funds
writing and purchasing of put and call options, there can be no
assurance that the Fund will succeed in any option-writing
program it undertakes. See Risk Factors and Special
ConsiderationsRisks Associated with Covered Calls and
Other Options.
Foreign Securities. Because many of the
worlds Gold Companies and Natural Resources Companies are
located outside of the U.S., the Fund may have a significant
portion of its investments in securities of foreign issuers,
which are generally denominated in foreign currencies. See
Risk Factors and Special ConsiderationsForeign
Securities Risk.
The Fund may also purchase sponsored American Depository
Receipts (ADRs) or U.S. dollar denominated
securities of foreign issuers. ADRs are receipts issued by
U.S. banks or trust companies in respect of securities of
foreign issuers held on deposit for use in the
U.S. securities markets.
Emerging Markets. The Fund may invest without
limit in securities of emerging market issuers. These securities
may be U.S. dollar denominated or
non-U.S. dollar
denominated, including emerging market country currency
denominated. An emerging market country is any
country that is considered to be an emerging or developing
country by the International Bank for Reconstruction and
Development (the World Bank). Emerging market
countries generally include every nation in the world except the
U.S., Canada, Japan, Australia, New Zealand and most countries
located in Western Europe.
19
Registered Investment Companies. The Fund may
invest in registered investment companies in accordance with the
1940 Act, to the extent consistent with the Funds
investment objectives, including exchange traded funds that
concentrate in investments in the gold or natural resources
industries. The 1940 Act generally prohibits the Fund from
investing more than 5% of its assets in any one other investment
company or more than 10% of its assets in all other investment
companies. However, many exchange-traded funds are exempt from
these limitations.
Illiquid Investments. The Fund may invest up
to 15% of its net assets in securities for which there is no
readily available trading market or that are otherwise illiquid.
Illiquid securities include, among other things, securities
legally restricted as to resale such as commercial paper issued
pursuant to Section 4(2) of the Securities Act, securities
traded pursuant to Rule 144A of the Securities Act, written
over-the-counter
options, repurchase agreements with maturities in excess of
seven days, certain loan participation interests, fixed time
deposits which are not subject to prepayment or provide for
withdrawal penalties upon prepayment (other than overnight
deposits), and other securities whose disposition is restricted
under the federal securities laws. Section 4(2) and
Rule 144A securities may, however, be treated as liquid by
the Investment Adviser pursuant to procedures adopted by the
Board of Trustees, which require consideration of factors such
as trading activity, availability of market quotations and
number of dealers willing to purchase the security. If the Fund
invests in Rule 144A securities, the level of portfolio
illiquidity may be increased to the extent that eligible buyers
exhibit weak demand for such securities.
It may be more difficult to sell unregistered securities at an
attractive price should their resale remain restricted than if
such securities were in the future to become publicly traded.
Where registration is desired, a considerable period may elapse
between a decision to sell the securities and the time when
registration is complete. Thus, the Fund may not be able to
obtain as favorable a price at the time of the decision to sell
as it might achieve in the future. The Fund may also acquire
securities with contractual restrictions on the resale of such
securities. Such restrictions might prevent their sale at a time
when such sale would otherwise be desirable.
Income Securities. The Fund may invest in
other equity securities that are expected to periodically accrue
or generate income for their holders such as common and
preferred stocks of issuers that have historically paid periodic
dividends or otherwise made distributions to stockholders.
Unlike fixed income securities, dividend payments generally are
not guaranteed and so may be discontinued by the issuer at its
discretion or because of the issuers inability to satisfy
its liabilities. Further, an issuers history of paying
dividends does not guarantee that it will continue to pay
dividends in the future. In addition to dividends, under certain
circumstances the holders of common stock may benefit from the
capital appreciation of the issuer.
In addition, the Fund also may invest in fixed income securities
such as convertible securities, bonds, debentures, notes, stock,
short-term discounted Treasury Bills or certain securities of
the U.S. government sponsored instrumentalities, as well as
money market mutual funds that invest in those securities,
which, in the absence of an applicable exemptive order, will not
be affiliated with the Investment Adviser. Fixed income
securities obligate the issuer to pay to the holder of the
security a specified return, which may be either fixed or reset
periodically in accordance with the terms of the security. Fixed
income securities generally are senior to an issuers
common stock and their holders generally are entitled to receive
amounts due before any distributions are made to common
stockholders. Common stocks, on the other hand, generally do not
obligate an issuer to make periodic distributions to holders.
The Fund may also invest in obligations of government sponsored
instrumentalities. Unlike
non-U.S. government
securities, obligations of certain agencies and
instrumentalities of the U.S. government, such as the
Government National Mortgage Association, are supported by the
full faith and credit of the U.S. government;
others, such as those of the Export-Import Bank of the U.S., are
supported by the right of the issuer to borrow from the
U.S. Treasury; others, such as those of the Federal
National Mortgage Association, are supported by the
discretionary authority of the U.S. government to purchase
the agencys obligations; and still others, such as those
of the Student Loan Marketing Association, are supported only by
the credit of the instrumentality. No assurance can be given
that the U.S. government would provide financial support to
U.S. government sponsored instrumentalities if it is not
obligated to do so by law. Although the Fund may invest in all
types of obligations of agencies and instrumentalities of the
U.S. government, the Fund
20
currently intends to invest only in obligations of government
sponsored instrumentalities that are supported by the full
faith and credit of the U.S. government.
When Issued, Delayed Delivery Securities and Forward
Commitments. The Fund may enter into forward
commitments for the purchase or sale of securities, including on
a when issued or delayed delivery basis,
in excess of customary settlement periods for the type of
security involved. In some cases, a forward commitment may be
conditioned upon the occurrence of a subsequent event, such as
approval and consummation of a merger, corporate reorganization
or debt restructuring (i.e., a when, as and if issued security).
When such transactions are negotiated, the price is fixed at the
time of the commitment, with payment and delivery taking place
in the future, generally a month or more after the date of the
commitment. While it will only enter into a forward commitment
with the intention of actually acquiring the security, the Fund
may sell the security before the settlement date if it is deemed
advisable.
Securities purchased under a forward commitment are subject to
market fluctuation, and no interest (or dividends) accrues to
the Fund prior to the settlement date. The Fund will segregate
with its custodian cash or liquid securities in an aggregate
amount at least equal to the amount of its outstanding forward
commitments.
Short Sales. The Fund may make short sales as
a form of hedging to offset potential declines in long positions
in the same or similar securities, including short sales against
the box. The short sale of a security is considered a
speculative investment technique. At the time of the sale, the
Fund will own, or have the immediate and unconditional right to
acquire at no additional cost, identical or similar securities
or establish a hedge against a security of the same issuer which
may involve additional cost, such as an in the money
warrant.
Short sales against the box are subject to special
tax rules, one of the effects of which may be to accelerate the
recognition of income by the Fund. Other than with respect to
short sales against the box, the Fund will limit short sales of
securities to not more than 5% of the Funds assets. When
the Fund makes a short sale, it must deliver the security to the
broker-dealer through which it made the short sale in order to
satisfy its obligation to deliver the security upon conclusion
of the sale.
Repurchase Agreements. Repurchase agreements
may be seen as loans by the Fund collateralized by underlying
debt securities. Under the terms of a typical repurchase
agreement, the Fund would acquire an underlying debt obligation
for a relatively short period (usually not more than one week)
subject to an obligation of the seller to repurchase, and the
Fund to resell, the obligation at an agreed price and time. This
arrangement results in a fixed rate of return to the Fund that
is not subject to market fluctuations during the holding period.
The Fund bears a risk of loss in the event that the other party
to a repurchase agreement defaults on its obligations and the
Fund is delayed in or prevented from exercising its rights to
dispose of the collateral securities, including the risk of a
possible decline in the value of the underlying securities
during the period in which it seeks to assert these rights. The
Investment Adviser, acting under the supervision of the Board of
Trustees, reviews the creditworthiness of those banks and
dealers with which the Fund enters into repurchase agreements to
evaluate these risks and monitors on an ongoing basis the value
of the securities subject to repurchase agreements to ensure
that the value is maintained at the required level. The Fund
will not enter into repurchase agreements with the Investment
Adviser or any of its affiliates.
Convertible Securities. A convertible security
is a bond, debenture, note, stock or other similar security that
may be converted into or exchanged for a prescribed amount of
common stock or other equity security of the same or a different
issuer within a particular period of time at a specified price
or formula. Before conversion, convertible securities have
characteristics similar to non-convertible debt securities in
that they ordinarily provide a stream of income with generally
higher yields than those of common stock of the same or similar
issuers. Convertible securities are senior in rank to common
stock in a corporations capital structure and, therefore,
generally entail less risk than the corporations common
stock, although the extent to which such risk is reduced depends
in large measure upon the degree to which the convertible
security sells above its value as a fixed income security. See
Risk Factors and Special ConsiderationsConvertible
Securities Risk.
Lower Grade Securities. The Fund may invest up
to 10% of its net assets in fixed income and convertible
securities rated in the lower rating categories of recognized
statistical rating agencies, such as
21
securities rated CCC or lower by
Standard & Poors Ratings Services
(S&P) or Caa by Moodys
Investors Service, Inc. (Moodys), or non-rated
securities of comparable quality as determined by the Investment
Adviser. These securities are predominantly speculative with
respect to the issuers capacity to pay interest and repay
principal, and involve major risk exposure to adverse
conditions. Debt securities that are not rated or rated lower
than BBB by S&P or lower than Baa
by Moodys (or unrated securities of comparable quality)
are referred to in the financial press as junk bonds.
Generally, such lower grade securities and unrated securities of
comparable quality offer a higher current yield than is offered
by higher rated securities, but also (i) will likely have
some quality and protective characteristics that, in the
judgment of the rating organizations, are outweighed by large
uncertainties or major risk exposures to adverse conditions and
(ii) are predominantly speculative with respect to the
issuers capacity to pay interest and repay principal in
accordance with the terms of the obligation. The market values
of certain of these securities also tend to be more sensitive to
individual corporate developments and changes in economic
conditions than higher quality bonds. In addition, such lower
grade securities and comparable unrated securities generally
present a higher degree of credit risk. The risk of loss due to
default by these issuers is significantly greater because such
lower grade securities and unrated securities of comparable
quality generally are unsecured and frequently are subordinated
to the prior payment of senior indebtedness. In light of these
risks, the Investment Adviser, in evaluating the
creditworthiness of an issue, whether rated or unrated, will
take various factors into consideration, which may include, as
applicable, the issuers operating history, financial
resources and its sensitivity to economic conditions and trends,
the market support for the facility financed by the issue, the
perceived ability and integrity of the issuers management
and regulatory matters.
In addition, the market value of securities in lower grade
categories is more volatile than that of higher quality
securities, and the markets in which such lower grade or unrated
securities are traded are more limited than those in which
higher rated securities are traded. The existence of limited
markets may make it more difficult for the Fund to obtain
accurate market quotations for purposes of valuing its portfolio
and calculating its net asset value. Moreover, the lack of a
liquid trading market may restrict the availability of
securities for the Fund to purchase and may also have the effect
of limiting the ability of the Fund to sell securities at their
fair value to respond to changes in the economy or the financial
markets.
Lower-rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption
(often a feature of fixed income securities), the Fund may have
to replace the security with a lower yielding security,
resulting in a decreased return for investors. Also, as the
principal value of bonds moves inversely with movements in
interest rates, in the event of rising interest rates the value
of the securities held by the Fund may decline proportionately
more than a portfolio consisting of higher rated securities.
Investments in zero coupon bonds may be more speculative and
subject to greater fluctuations in value due to changes in
interest rates than bonds that pay interest currently. Interest
rates are at historical lows and, therefore, it is likely that
they will rise in the future.
As part of its investments in lower grade securities, the Fund
may invest without limit in securities of issuers in default.
The Fund will make an investment in securities of issuers in
default only when the Investment Adviser believes that such
issuers will honor their obligations or emerge from bankruptcy
protection and the value of these securities will appreciate. By
investing in securities of issuers in default, the Fund bears
the risk that these issuers will not continue to honor their
obligations or emerge from bankruptcy protection or that the
value of the securities will not appreciate.
In addition to using recognized statistical rating agencies and
other sources, the Investment Adviser also performs its own
analysis of issues in seeking investments that it believes to be
underrated (and thus higher-yielding) in light of the financial
condition of the issuer. Its analysis of issuers may include,
among other things, current and anticipated cash flow and
borrowing requirements, value of assets in relation to
historical cost, strength of management, responsiveness to
business conditions, credit standing and current anticipated
results of operations. In selecting investments for the Fund,
the Investment Adviser may also consider general business
conditions, anticipated changes in interest rates and the
outlook for specific industries.
22
Subsequent to its purchase by the Fund, an issue of securities
may cease to be rated or its rating may be reduced. In addition,
it is possible that statistical rating agencies might change
their ratings of a particular issue to reflect subsequent events
on a timely basis. Moreover, such ratings do not assess the risk
of a decline in market value. None of these events will require
the sale of the securities by the Fund, although the Investment
Adviser will consider these events in determining whether the
Fund should continue to hold the securities.
Fixed income securities, including lower grade securities and
comparable unrated securities, frequently have call or buy-back
features that permit their issuers to call or repurchase the
securities from their holders, such as the Fund. If an issuer
exercises these rights during periods of declining interest
rates, the Fund may have to replace the security with a lower
yielding security, thus resulting in a decreased return for the
Fund.
The market for lower grade and comparable unrated securities has
at various times, particularly during times of economic
recession, experienced substantial reductions in market value
and liquidity. Past recessions have adversely affected the
ability of certain issuers of such securities to repay principal
and pay interest thereon. The market for those securities could
react in a similar fashion in the event of any future economic
recession.
Other Derivative Instruments. The Fund may
also utilize other types of derivative instruments, primarily
for hedging or risk management purposes. These instruments
include futures, forward contracts, options on such contracts
and interest rate, total return and other kinds of swaps. These
investment management techniques generally will not be
considered senior securities if the Fund establishes in a
segregated account cash or other liquid securities equal to the
Funds obligations in respect of such techniques. For a
further description of such derivative instruments, see
Investment Objectives and PoliciesDerivative
Instruments in the SAI.
Leveraging. As provided in the 1940 Act and
subject to certain exceptions, the Fund may issue senior
securities (which may be additional classes of stock, such as
preferred shares, or securities representing debt) so long as
its total assets, less certain ordinary course liabilities,
exceed 300% of the amount of the debt outstanding and exceed
200% of the amount of preferred shares and debt outstanding. The
use of leverage magnifies the impact of changes in net asset
value. For example, a fund that uses 33% leverage will show a
1.5% increase or decline in net asset value for each 1% increase
or decline in the value of its total assets. In addition, if the
cost of leverage exceeds the return on the securities acquired
with the proceeds of leverage, the use of leverage will diminish
rather than enhance the return to the Fund. The use of leverage
generally increases the volatility of returns to the Fund. See
Risk Factors and Special ConsiderationsLeverage
Risk.
In the event the Fund had both outstanding preferred shares and
senior securities representing debt at the same time, the
Funds obligations to pay dividends or distributions and,
upon liquidation of the Fund, liquidation payments in respect of
its preferred shares would be subordinate to the Funds
obligations to make any principal
and/or
interest payments due and owing with respect to its outstanding
senior debt securities. Accordingly, the Funds issuance of
senior securities representing debt would have the effect of
creating special risks for the Funds preferred
shareholders that would not be present in a capital structure
that did not include such securities. See Risk Factors and
Special ConsiderationsSpecial Risks Related to Preferred
Securities.
Temporary Defensive Investments. Although
under normal market conditions the Fund intends to invest at
least 80% of its assets in equity securities of companies
principally engaged in the gold industry and the natural
resources industries, when a temporary defensive posture is
believed by the Investment Adviser to be warranted
(temporary defensive periods), the Fund may without
limitation hold cash or invest its assets in money market
instruments and repurchase agreements in respect of those
instruments. The money market instruments in which the Fund may
invest are obligations of the U.S. government, its agencies
or instrumentalities; commercial paper rated
A-1 or
higher by S&P or Prime-1 by Moodys; and certificates
of deposit and bankers acceptances issued by domestic
branches of U.S. banks that are members of the Federal
Deposit Insurance Corporation. During temporary defensive
periods, the Fund may also invest to the extent permitted by
applicable law in shares of money market mutual funds. Money
market mutual funds are investment companies and the investments
in those companies by the Fund are in some cases subject to
applicable law. See Investment Restrictions in the
SAI. The Fund may find it more difficult to achieve the
long-term growth of capital component of its investment
objectives during temporary defensive periods.
23
Portfolio Turnover. The Fund will buy and sell
securities to accomplish its investment objectives. The
investment policies of the Fund, including its strategy of
writing covered call options on securities in its portfolio, are
expected to result in portfolio turnover that is higher than
that of many investment companies, and is expected to be higher
than 100%. For the years ending December 31, 2009 and 2010,
the portfolio turnover rates were 61.0% and 51.5%, respectively.
Portfolio turnover generally involves expense to the Fund,
including brokerage commissions or dealer
mark-ups and
other transaction costs on the sale of securities and
reinvestment in other securities. The portfolio turnover rate is
computed by dividing the lesser of the amount of the securities
purchased or securities sold by the average monthly value of
securities owned during the year (excluding securities whose
maturities at acquisition were one year or less). Higher
portfolio turnover may decrease the after-tax return to
individual investors in the Fund to the extent it results in a
decrease in the portion of the Funds distributions that is
attributable to long-term capital gain.
Interest
Rate Transactions
If the Fund borrows money or issues variable rate preferred
shares, the Fund may enter into interest rate swap or cap
transactions in relation to all or a portion of such borrowings
or shares in order to manage the impact on its portfolio of
changes in the interest or dividend rate of such borrowings or
shares. Through these transactions the Fund may, for example,
obtain the equivalent of a fixed rate for such variable rate
preferred shares that is lower than the Fund would have to pay
if it issued fixed rate preferred shares.
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 Funds variable rate payment obligation on
its borrowings or variable rate preferred shares. In an interest
rate cap, the Fund would pay a premium to the counterparty to
the interest rate cap and, to the extent that a specified
variable rate index exceeds a predetermined fixed rate, would
receive from the counterparty payments of the difference based
on the notional amount of such cap. Interest rate swap and cap
transactions introduce additional risk because the Fund would
remain obligated to pay interest or preferred shares dividends
when due even if the counterparty defaulted. Depending on the
general state of short-term interest rates and the returns on
the Funds portfolio securities at that point in time, such
a default could negatively affect the Funds ability to
make interest payments or dividend payments on the preferred
shares. In addition, at the time an interest rate swap or cap
transaction reaches its scheduled termination date, there is a
risk that the Fund will not be able to obtain a replacement
transaction or that the terms of the replacement will not be as
favorable as on the expiring transaction. If this occurs, it
could have a negative impact on the Funds ability to make
interest payments or dividend payments on the preferred shares.
To the extent there is a decline in interest rates, the value of
the interest rate swap or cap could decline, resulting in a
decline in the asset coverage for the borrowings or preferred
shares. A sudden and dramatic decline in interest rates may
result in a significant decline in the asset coverage. If the
Fund fails to maintain the required asset coverage on any
outstanding preferred shares or fails to comply with other
covenants, the Fund may be required to redeem some or all of
these shares. Any 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 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 cash or liquid securities having a value at least
equal to the value of the Funds net payment obligations
under any swap transaction, marked to market daily. The Fund
will monitor any such swap with a view to ensuring that the Fund
remains in compliance with all applicable regulatory, investment
policy and tax requirements.
24
RISK
FACTORS AND SPECIAL CONSIDERATIONS
Investors should consider the following risk factors and special
considerations associated with investing in the Fund:
Total
Return Risk
The Fund utilizes several investment management techniques in an
effort to generate positive total return. The risks of these
techniques, such as option writing, leverage, concentration in
certain industries, and investing in emerging markets, are
described in the following paragraphs. Taken together these and
other techniques represent a risk that the Fund will experience
a negative total return even in market environments that are
generally positive and that the Funds returns, both
positive and negative, may be more volatile than if the Fund did
not utilize these investment techniques.
Industry
Risks
Industry Risks. The Funds investments
will be concentrated in the gold and natural resources
industries. Because the Fund is concentrated in these
industries, it may present more risks than if it were broadly
diversified over numerous industries and sectors of the economy.
A downturn in the gold or natural resources industries would
have a larger impact on the Fund than on an investment company
that does not concentrate in such industries.
Under normal market conditions the Fund will invest at least 25%
of its assets in equity securities of Gold Companies. Equity
securities of Gold Companies may experience greater volatility
than companies not involved in the gold industry. Investments
related to gold are considered speculative and are affected by a
variety of worldwide economic, financial and political factors.
The price of gold, which has experienced substantial increases
in recent periods, may fluctuate sharply, including substantial
decreases, over short periods of time due to changes in
inflation or expectations regarding inflation in various
countries, the availability of supplies of gold, changes in
industrial and commercial demand, gold sales by governments,
central banks or international agencies, investment speculation,
monetary and other economic policies of various governments and
government restrictions on private ownership of gold. In times
of significant inflation or great economic uncertainty, Gold
Companies have historically outperformed securities markets
generally. However, in times of stable economic growth,
traditional equity and debt investments could offer greater
appreciation potential and the value of gold and the prices of
equity securities of Gold Companies may be adversely affected,
which could in turn affect the Funds returns. Some Gold
Companies hedge, to varying degrees, their exposure to declines
in the price of gold. Such hedging limits a Gold Companys
ability to benefit from future rises in the price of gold. The
Investment Advisers judgments about trends in the prices
of securities of Gold Companies may prove to be incorrect. It is
possible that the performance of securities of Gold Companies
may lag the performance of other industries or the broader
market as a whole.
Under normal market conditions the Fund will invest at least 25%
of its assets in equity securities of Natural Resources
Companies. A downturn in the indicated natural resources
industries would have a larger impact on the Fund than on an
investment company that does not invest significantly in such
industries. Such industries can be significantly affected by the
supply of and demand for the indicated commodities and related
services, exploration and production spending, government
regulations, world events and economic conditions. The oil, gas,
paper, food and agriculture, forestry products, metals and
minerals industries can be significantly affected by events
relating to international political developments, the success of
exploration projects, commodity prices, and tax and government
regulations. The stock prices of Natural Resources Companies,
some of which have experienced substantial price increases in
recent periods, may also experience greater price volatility
than other types of common stocks. Securities issued by Natural
Resources Companies are sensitive to changes in the prices of,
and in supply and demand for, the indicated commodities. The
value of securities issued by Natural Resources Companies may be
affected by changes in overall market movements, changes in
interest rates, or factors affecting a particular industry or
commodity, such as weather, embargoes, tariffs, policies of
commodity cartels and international economic, political and
regulatory developments. The Investment Advisers judgments
about trends in the prices of these securities and commodities
may prove to
25
be incorrect. It is possible that the performance of securities
of Natural Resources Companies may lag the performance of other
industries or the broader market as a whole.
Supply and Demand Risk. A decrease in the
production of or exploitation of, gold, gas, oil, paper, food
and agriculture, forestry products, metals or minerals or a
decrease in the volume of such commodities available for
transportation, mining, processing, storage or distribution may
adversely impact the financial performance of the Funds
investments. Production declines and volume decreases could be
caused by various factors, including catastrophic events
affecting production, depletion of resources, labor
difficulties, environmental proceedings, increased regulations,
equipment failures and unexpected maintenance problems, import
supply disruption, increased competition from alternative energy
sources or commodity prices.
Sustained declines in demand for the indicated commodities could
also adversely affect the financial performance of Gold and
Natural Resources Companies over the long-term. Factors which
could lead to a decline in demand include economic recession or
other adverse economic conditions, higher fuel taxes or
governmental regulations, increases in fuel economy, consumer
shifts to the use of alternative fuel sources, changes in
commodity prices, or weather.
Depletion and Exploration Risk. Many Gold and
Natural Resources Companies are either engaged in the production
or exploitation of the particular commodities or are engaged in
transporting, storing, distributing and processing such
commodities. To maintain or increase their revenue level, these
companies or their customers need to maintain or expand their
reserves through exploration of new sources of supply, through
the development of existing sources, acquisitions, or long-term
contracts to acquire reserves. The financial performance of Gold
and Natural Resources Companies may be adversely affected if
they, or the companies to whom they provide products or
services, are unable to cost-effectively acquire additional
products or reserves sufficient to replace the natural decline.
Regulatory Risk. Gold Companies and Natural
Resources Companies may be subject to extensive government
regulation in virtually every aspect of their operations,
including how facilities are constructed, maintained and
operated, environmental and safety controls, and in some cases
the prices they may charge for the products and services they
provide. Various governmental authorities have the power to
enforce compliance with these regulations and the permits issued
under them, and violators are subject to administrative, civil
and criminal penalties, including civil fines, injunctions or
both. Stricter laws, regulations or enforcement policies could
be enacted in the future, which would likely increase compliance
costs and may adversely affect the financial performance of Gold
Companies and Natural Resources Companies.
Commodity Pricing Risk. The operations and
financial performance of Gold and Natural Resources Companies
may be directly affected by the prices of the indicated
commodities, especially those Gold and Natural Resources
Companies for whom the commodities they own are significant
assets. Commodity prices fluctuate for several reasons,
including changes in market and economic conditions, levels of
domestic production, impact of governmental regulation and
taxation, the availability of transportation systems and, in the
case of oil and gas companies in particular, conservation
measures and the impact of weather. Volatility of commodity
prices, which may lead to a reduction in production or supply,
may also negatively affect the performance of Gold and Natural
Resources Companies which are solely involved in the
transportation, processing, storing, distribution or marketing
of commodities. Volatility of commodity prices may also make it
more difficult for Gold and Natural Resources Companies to raise
capital to the extent the market perceives that their
performance may be directly or indirectly tied to commodity
prices.
Risks
Associated with Covered Calls and Other Option
Transactions
There are several risks associated with transactions in options
on securities. For example, there are significant differences
between the securities and options markets that could result in
an imperfect correlation between these markets, causing a given
covered call option transaction not to achieve its objectives. A
decision as to whether, when and how to use covered calls (or
other options) involves the exercise of skill and judgment, and
even a well-conceived transaction may be unsuccessful because of
market behavior or unexpected events. The use of options may
require the Fund to sell portfolio securities at inopportune
times or for prices other than current market values, may limit
the amount of appreciation the Fund can realize on an
26
investment, or may cause the Fund to hold a security it might
otherwise sell. As the writer of a covered call option, the Fund
forgoes, during the options life, the opportunity to
profit from increases in the market value of the security
covering the call option above the exercise price of the call
option, but has retained the risk of loss should the price of
the underlying security decline. Although such loss would be
offset in part by the option premium received, in a situation in
which the price of a particular stock on which the Fund has
written a covered call option declines rapidly and materially or
in which prices in general on all or a substantial portion of
the stocks on which the Fund has written covered call options
decline rapidly and materially, the Fund could sustain material
depreciation or loss in its net assets to the extent it does not
sell the underlying securities (which may require it to
terminate, offset or otherwise cover its option position as
well). The writer of an option has no control over the time when
it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice,
it cannot effect a closing purchase transaction in order to
terminate its obligation under the option and must deliver the
underlying security at the exercise price.
There can be no assurance that a liquid market will exist when
the Fund seeks to close out an option position. Reasons for the
absence of a liquid secondary market for exchange-traded options
include the following: (i) there may be insufficient
trading interest; (ii) restrictions may be imposed by an
exchange on opening transactions or closing transactions or
both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes
or series of options; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange;
(v) the trading facilities of an exchange or the Options
Clearing Corporation (the OCC) may not be adequate
to handle current trading volume; or (vi) the relevant
exchange could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of
options (or a particular class or series of options). If trading
were discontinued, the secondary market on that exchange (or in
that class or series of options) would cease to exist. However,
outstanding options on that exchange that had been issued by the
OCC as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. The Funds
ability to terminate
over-the-counter
options may be more limited than with exchange-traded options
and may involve the risk that counterparties participating in
such transactions will not fulfill their obligations. If the
Fund were unable to close out a covered call option that it had
written on a security, it would not be able to sell the
underlying security unless the option expired without exercise.
The hours of trading for options may not conform to the hours
during which the underlying securities are traded. To the extent
that the options markets close before the markets for the
underlying securities, significant price and rate movements can
take place in the underlying markets that cannot be reflected in
the options markets. Call options are marked to market daily and
their value will be affected by changes in the value of and
dividend rates of the underlying common stocks, an increase in
interest rates, changes in the actual or perceived volatility of
the stock market and the underlying common stocks and the
remaining time to the options expiration. Additionally,
the exercise price of an option may be adjusted downward before
the options expiration as a result of the occurrence of
certain corporate events affecting the underlying equity
security, such as extraordinary dividends, stock splits, merger
or other extraordinary distributions or events. A reduction in
the exercise price of an option would reduce the Funds
capital appreciation potential on the underlying security.
Limitation on Covered Call Writing Risk. The
number of covered call options the Fund can write is limited by
the number of shares of common stock the Fund holds.
Furthermore, the Funds covered call options and other
options transactions will be subject to limitations established
by each of the exchanges, boards of trade or other trading
facilities on which such options are traded. These limitations
govern the maximum number of options in each class which may be
written or purchased by a single investor or group of investors
acting in concert, regardless of whether the options are written
or purchased on the same or different exchanges, boards of trade
or other trading facilities or are held or written in one or
more accounts or through one or more brokers. As a result, the
number of covered call options that the Fund may write or
purchase may be affected by options written or purchased by it
and other investment advisory clients of the Investment Adviser.
An exchange, board of trade or other trading facility may order
the liquidation of positions found to be in excess of these
limits, and it may impose certain other sanctions.
27
Risks
Associated with Uncovered Calls
There are special risks associated with uncovered option writing
which expose the Fund to potentially significant loss. As the
writer of an uncovered call option, the Fund has no risk of loss
should the price of the underlying security decline, but bears
unlimited risk of loss should the price of the underlying
security increase above the exercise price until the Fund covers
its exposure. As with writing uncovered calls, the risk of
writing uncovered put options is substantial. The writer of an
uncovered put option bears a risk of loss if the value of the
underlying instrument declines below the exercise price. Such
loss could be substantial if there is a significant decline in
the value of the underlying instrument.
For combination writing, where the Fund writes both a put and a
call on the same underlying instrument, the potential risk is
unlimited. If a secondary market in options were to become
unavailable, the Fund could not engage in losing transactions
and would remain obligated until expiration or assignment.
Equity
Risk
Investing in the Fund involves equity risk, which is the risk
that the securities held by the Fund will fall in market value
due to adverse market and economic conditions, perceptions
regarding the industries in which the issuers of securities held
by the Fund participate and the particular circumstances and
performance of particular companies whose securities the Fund
holds. An investment in the Fund represents an indirect economic
stake in the securities owned by the Fund, which are for the
most part traded on securities exchanges or in the
over-the-counter
markets. The market value of these securities, like other market
investments, may move up or down, sometimes rapidly and
unpredictably. The net asset value of the Fund may at any point
in time be worth less than the amount at the time the
shareholder invested in the Fund, even after taking into account
any reinvestment of distribution.
Leverage
Risk
The Fund currently uses financial leverage for investment
purposes by issuing preferred shares. As of March 31, 2011,
the amount of leverage represented approximately 8% of the
Funds net assets. The Funds leveraged capital
structure creates special risks not associated with unleveraged
funds that have a similar investment objective and policies.
These include the possibility of greater loss and the likelihood
of higher volatility of the net asset value of the Fund and the
asset coverage for the preferred shares. Such volatility may
increase the likelihood of the Fund having to sell investments
in order to meet its obligations to make distributions on the
preferred shares or principal or interest payments on debt
securities, or to redeem preferred shares or repay debt, when it
may be disadvantageous to do so. The use of leverage magnifies
both the favorable and unfavorable effects of price movements in
the investments made by the Fund. To the extent the Fund is
leveraged in its investment operations, the Fund will be subject
to substantial risk of loss. The Fund cannot assure that
borrowings or the issuance of preferred shares will result in a
higher yield or return to the holders of the common shares.
Also, if the Fund is utilizing leverage, a decline in net asset
value could affect the ability of the Fund to make common share
distributions and such a failure to make distributions could
result in the Fund ceasing to qualify as a regulated investment
company under the Code. See Taxation.
Any decline in the net asset value of the Funds
investments would be borne entirely by the holders of common
shares. Therefore, if the market value of the Funds
portfolio declines, the leverage will result in a greater
decrease in net asset value to the holders of common shares than
if the Fund were not leveraged. This greater net asset value
decrease will also tend to cause a greater decline in the market
price for the common shares. In such a case, the Fund might be
in danger of failing to maintain the required asset coverage of
its borrowings or preferred shares or of losing its ratings on
its borrowings or preferred shares or, in an extreme case, the
Funds current investment income might not be sufficient to
meet the interest or dividend requirements on its borrowings or
preferred shares. In order to counteract such an event, the Fund
might need to liquidate investments in order to fund a
redemption of some or all of the preferred shares.
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Preferred Share Risk. The issuance of
preferred shares causes the net asset value and market value of
the common shares to become more volatile. If the dividend rate
on the preferred shares approaches the net rate of return on the
Funds investment portfolio, the benefit of leverage to the
holders of the common shares would be reduced. If the dividend
rate on the preferred shares plus the management fee
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annual rate of 1.00% exceeds the net rate of return on the
Funds portfolio, the leverage will result in a lower rate
of return to the holders of common shares than if the Fund had
not issued preferred shares. If the Fund has insufficient
investment income and gains, all or a portion of the
distributions to preferred shareholders would come from the
common shareholders capital. Such distributions reduce the
net assets attributable to common shareholders since the
liquidation value of the preferred shareholders is constant.
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In addition, the Fund would pay (and the holders of common
shares will bear) all costs and expenses relating to the
issuance and ongoing maintenance of the preferred shares,
including the advisory fees on the incremental assets
attributable to such shares.
Holders of preferred shares may have different interests than
holders of common shares and may at times have disproportionate
influence over the Funds affairs. Holders of preferred
shares, voting separately as a single class, would have the
right to elect two members of the Board of Trustees at all times
and in the event dividends become two full years in arrears
would have the right to elect a majority of the Trustees until
such arrearage is completely eliminated. In addition, preferred
shareholders have class voting rights on certain matters,
including changes in fundamental investment restrictions and
conversion of the fund to open-end status, and accordingly can
veto any such changes.
Restrictions imposed on the declarations and payment of
dividends or other distributions to the holders of the
Funds common shares and preferred shares, both by the 1940
Act and by requirements imposed by rating agencies, might impair
the Funds ability to maintain its qualification as a
regulated investment company for federal income tax purposes.
While the Fund intends to redeem its preferred shares to the
extent necessary to enable the Fund to distribute its income as
required to maintain its qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
Code), there can be no assurance that such actions
can be effected in time to meet the Code requirements.
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Portfolio Guidelines of Rating Agencies for Preferred Shares
and/or
Credit Facility. In order to obtain and maintain
attractive credit quality ratings for preferred shares or
borrowings, the Fund must comply with investment quality,
diversification and other guidelines established by the relevant
rating agencies. These guidelines could affect portfolio
decisions and may be more stringent than those imposed by the
1940 Act.
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Impact on Common Shares. The following table
is furnished in response to requirements of the SEC. It is
designed to illustrate the effect of leverage on common share
total return, assuming investment portfolio total returns
(comprised of net investment income of the Fund, realized gains
or losses of the Fund and changes in the value of the securities
held in the Funds portfolio) of −10%, −5%, 0%,
5% and 10%. These assumed investment portfolio returns are
hypothetical figures and are not necessarily indicative of the
investment portfolio returns experienced or expected to be
experienced by the Fund. See Risks. The table
further reflects leverage representing 8% of the Funds net
assets, the Funds current projected blended annual average
leverage dividend or interest rate of 6.625%, a management fee
at an annual rate of 1.00% of the liquidation preference of any
outstanding preferred shares and estimated annual incremental
expenses attributable to any outstanding preferred shares of
0.01% of the Funds net assets attributable to common
shares.
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Assumed Portfolio Total Return (Net of Expenses)
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(10
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)%
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(5
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)%
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0
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%
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5
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%
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10
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%
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Common Share Total Return
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(11.53
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)%
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(6.10
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)%
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(0.66
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)%
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4.77
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%
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10.21
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%
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Common share total return is composed of two elementsthe
common share distributions paid by the Fund (the amount of which
is largely determined by the taxable income of the Fund
(including realized gains or losses) after paying interest on
any debt
and/or
dividends on any preferred shares) and unrealized gains or
losses on the value of the securities the Fund owns. As required
by SEC rules, the table assumes that the Fund is more likely to
suffer capital losses than to enjoy total return. For example,
to assume a total return of 0% the Fund must assume that the
income it receives on its investments is entirely offset by
expenses and losses in the value of those investments.
29
Foreign
Securities Risk
Because many of the worlds Gold Companies and Natural
Resources Companies are located outside of the U.S., the Fund
may have a significant portion of its investments in securities
that are traded in foreign markets and that are not subject to
the requirements of the U.S. securities laws, markets and
accounting requirements (Foreign Securities).
Investments in the securities of foreign issuers involve certain
considerations and risks not ordinarily associated with
investments in securities of U.S. issuers. Foreign companies are
not generally subject to the same accounting, auditing and
financial standards and requirements as those applicable to
U.S. companies. Foreign securities exchanges, brokers and
listed companies may be subject to less government supervision
and regulation than exists in the U.S. Dividend and
interest income may be subject to withholding and other foreign
taxes, which may adversely affect the net return on such
investments. There may be difficulty in obtaining or enforcing a
court judgment abroad, and it may be difficult to effect
repatriation of capital invested in certain countries. In
addition, with respect to certain countries, there are risks of
expropriation, confiscatory taxation, political or social
instability or diplomatic developments that could affect assets
of the Fund held in foreign countries.
There may be less publicly available information about a foreign
company than a U.S. company. Foreign Securities markets may
have substantially less volume than U.S. securities markets
and some foreign company securities are less liquid than
securities of otherwise comparable U.S. companies. A
portfolio of Foreign Securities may also be adversely affected
by fluctuations in the rates of exchange between the currencies
of different nations and by exchange control regulations.
Foreign markets also have different clearance and settlement
procedures that could cause the Fund to encounter difficulties
in purchasing and selling securities on such markets and may
result in the Fund missing attractive investment opportunities
or experiencing loss. In addition, a portfolio that includes
Foreign Securities can expect to have a higher expense ratio
because of the increased transaction costs on
non-U.S. securities
markets and the increased costs of maintaining the custody of
Foreign Securities.
Investments in Foreign Securities will expose the Fund to the
direct or indirect consequences of political, social or economic
changes in the countries that issue the securities or in which
the issuers are located. Certain countries in which the Fund may
invest have historically experienced, and may continue to
experience, high rates of inflation, high interest rates,
exchange rate fluctuations, large amounts of external debt,
balance of payments and trade difficulties and extreme poverty
and unemployment. Many of these countries are also characterized
by political uncertainty and instability. The cost of servicing
external debt will generally be adversely affected by rising
international interest rates because many external debt
obligations bear interest at rates which are adjusted based upon
international interest rates.
The Fund also may purchase sponsored ADRs or
U.S. dollar-denominated securities of foreign issuers. ADRs
are receipts issued by U.S. banks or trust companies in
respect of securities of foreign issuers held on deposit for use
in the U.S. securities markets. While ADRs may not
necessarily be denominated in the same currency as the
securities into which they may be converted, many of the risks
associated with Foreign Securities may also apply to ADRs. In
addition, the underlying issuers of certain depositary receipts,
particularly unsponsored or unregistered depositary receipts,
are under no obligation to distribute shareholder communications
to the holders of such receipts, or to pass through to them any
voting rights with respect to the deposited securities.
Emerging
Markets Risk
The Fund may invest without limit in securities of issuers whose
primary operations or principal trading market are located in an
emerging market. An emerging market
country is any country that is considered to be an emerging or
developing country by the World Bank. Investing in securities of
companies in emerging markets may entail special risks relating
to potential political and economic instability and the risks of
expropriation, nationalization, confiscation or the imposition
of restrictions on foreign investment, the lack of hedging
instruments and restrictions on repatriation of capital
invested. Emerging securities markets are substantially smaller,
less developed, less liquid and more volatile than the major
securities markets. The limited size of emerging securities
markets and limited trading value compared to the volume of
trading in U.S. securities could cause prices to be erratic
for reasons apart from factors that affect the quality of the
30
securities. For example, limited market size may cause prices to
be unduly influenced by traders who control large positions.
Adverse publicity and investors perceptions, whether or
not based on fundamental analysis, may decrease the value and
liquidity of portfolio securities, especially in these markets.
Other risks include high concentration of market capitalization
and trading volume in a small number of issuers representing a
limited number of industries, as well as a high concentration of
investors and financial intermediaries; over-dependence on
exports, including gold and natural resources exports, making
these economies vulnerable to changes in commodity prices;
overburdened infrastructure and obsolete or unseasoned financial
systems; environmental problems; less developed legal systems;
and less reliable securities custodial services and settlement
practices.
Foreign
Currency Risk
The Fund expects to invest in companies whose securities are
denominated or quoted in currencies other than U.S. dollars
or have significant operations or markets outside of the
U.S. In such instances, the Fund will be exposed to
currency risk, including the risk of fluctuations in the
exchange rate between U.S. dollars (in which the
Funds shares are denominated) and such foreign currencies,
the risk of currency devaluations and the risks of
non-exchangeability and blockage. As
non-U.S. securities
may be purchased with and payable in currencies of countries
other than the U.S. dollar, the value of these assets
measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Fluctuations in currency rates may adversely affect
the ability of the Investment Adviser to acquire such securities
at advantageous prices and may also adversely affect the
performance of such assets.
Certain
non-U.S. currencies,
primarily in developing countries, have been devalued in the
past and might face devaluation in the future. Currency
devaluations generally have a significant and adverse impact on
the devaluing countrys economy in the short and
intermediate term and on the financial condition and results of
companies operations in that country. Currency
devaluations may also be accompanied by significant declines in
the values and liquidity of equity and debt securities of
affected governmental and private sector entities generally. To
the extent that affected companies have obligations denominated
in currencies other than the devalued currency, those companies
may also have difficulty in meeting those obligations under such
circumstances, which in turn could have an adverse effect upon
the value of the Funds investments in such companies.
There can be no assurance that current or future developments
with respect to foreign currency devaluations will not impair
the Funds investment flexibility, its ability to achieve
its investment objectives or the value of certain of its foreign
currency denominated investments.
Market
Discount Risk
Whether investors will realize gains or losses upon the sale of
common shares of the Fund will depend upon the market price of
the shares at the time of sale, which may be less or more than
the Funds net asset value per share. Since the market
price of the common shares will be affected by such factors as
the Funds dividend and distribution levels (which are in
turn affected by expenses), dividend and distribution stability,
net asset value, market liquidity, the relative demand for and
supply of the shares in the market, general market and economic
conditions and other factors beyond the control of the Fund, we
cannot predict whether the common shares will trade at, below or
above net asset value or at, below or above the public offering
price. Common shares of closed-end funds often trade at a
discount to their net asset values and the Funds common
shares may trade at such a discount. This risk may be greater
for investors expecting to sell their common shares of the Fund
soon after completion of the public offering. The common shares
of the Fund are designed primarily for long-term investors, and
investors in the shares should not view the Fund as a vehicle
for trading purposes.
Common
Stock Risk
Common stock of an issuer in the Funds portfolio may
decline in price for a variety of reasons, including if the
issuer fails to make anticipated dividend payments because,
among other reasons, the issuer of the security experiences a
decline in its financial condition. Common stock in which the
Fund will invest is
31
structurally subordinated as to income and residual value to
preferred stock, bonds and other debt instruments in a
companys capital structure, in terms of priority to
corporate income, and therefore will be subject to greater
dividend risk than preferred stock or debt instruments of such
issuers. In addition, while common stock has historically
generated higher average returns than fixed income securities,
common stock has also experienced significantly more volatility
in those returns.
Convertible
Securities Risk
Convertible securities generally offer lower interest or
dividend yields than non-convertible securities of similar
quality. The market values of convertible securities tend to
decline as interest rates increase and, conversely, to increase
as interest rates decline. In the absence of adequate
anti-dilution provisions in a convertible security, dilution in
the value of the Funds holding may occur in the event the
underlying stock is subdivided, additional equity securities are
issued for below market value, a stock dividend is declared or
the issuer enters into another type of corporate transaction
that has a similar effect.
Income
Risk
The income shareholders receive from the Fund is expected to be
based primarily on income the Fund earns from its investment
strategy of writing covered calls and dividends and other
distributions received from its investments. If the Funds
covered call strategy fails to generate sufficient income or the
distribution rates or yields of the Funds holdings
decrease, shareholders income from the Fund could decline.
Distribution
Risk for Equity Income Portfolio Securities
In selecting equity income securities in which the Fund will
invest, the Investment Adviser will consider the issuers
history of making regular periodic distributions (i.e.,
dividends) to its equity holders. An issuers history of
paying dividends or other distributions, however, does not
guarantee that the issuer will continue to pay dividends or
other distributions in the future. The dividend income stream
associated with equity income securities generally is not
guaranteed and will be subordinate to payment obligations of the
issuer on its debt and other liabilities. Accordingly, an issuer
may forgo paying dividends on its equity securities. In
addition, because in most instances issuers are not obligated to
make periodic distributions to the holders of their equity
securities, such distributions or dividends generally may be
discontinued at the issuers discretion.
Special
Risks Related to Preferred Securities
There are special risks associated with investing in preferred
securities, including:
Deferral. Preferred securities may include
provisions that permit the issuer, at its discretion, to defer
distributions for a stated period without any adverse
consequences to the issuer. If the Fund owns a preferred
security on which distributions are being deferred by the
issuer, the Fund may be required to report income for tax
purposes although it has not yet received such deferred
distributions.
Non-Cumulative Dividends. Some preferred
stocks are non-cumulative, meaning that the dividends do not
accumulate and need not ever be paid. A portion of the portfolio
may include investments in non-cumulative preferred securities,
whereby the issuer does not have an obligation to make up any
arrearages to its shareholders. Should an issuer of a
non-cumulative preferred stock held by the Fund determine not to
pay dividends on such stock, the Funds return from that
security may be adversely affected. There is no assurance that
dividends or distributions on non-cumulative preferred stocks in
which the Fund invests will be declared or otherwise made
payable.
Subordination. Preferred securities are
subordinated to bonds and other debt instruments in a
companys capital structure in terms of priority to
corporate income and liquidation payments, and therefore will be
subject to greater credit risk than more senior debt security
instruments.
Liquidity. Preferred securities may be
substantially less liquid than many other securities, such as
common stocks or U.S. Government securities.
32
Limited Voting Rights. Generally, preferred
security holders (such as the Fund) have no voting rights with
respect to the issuing company unless preferred dividends have
been in arrears for a specified number of periods, at which time
the preferred security holders may be entitled to elect a number
of Trustees to the issuers board. Generally, once all the
arrearages have been paid, the preferred security holders no
longer have voting rights.
Special Redemption Rights. In certain
varying circumstances, an issuer of preferred securities may
redeem the securities prior to a specified date. For instance,
for certain types of preferred securities, a redemption may be
triggered by a change in federal income tax or securities laws.
As with call provisions, a redemption by the issuer may
negatively impact the return of the security held by the Fund.
Interest
Rate Risk
Rising interest rates may adversely affect the financial
performance of Gold Companies and Natural Resources Companies by
increasing their costs of capital. This may reduce their ability
to execute acquisitions or expansion projects in a
cost-effective manner.
During periods of declining interest rates, the issuer of a
preferred stock or fixed income security may be able to exercise
an option to prepay principal earlier than scheduled, forcing
the Fund to reinvest in lower yielding securities. This is known
as call or prepayment risk. Preferred stock and debt securities
frequently have call features that allow the issuer to redeem
the securities prior to their stated maturities. An issuer may
redeem such a security if the issuer can refinance it at a lower
cost due to declining interest rates or an improvement in the
credit standing of the issuer. During periods of rising interest
rates, the average life of certain types of securities may be
extended because of slower than expected principal payments.
This may prolong the length of time the security pays a below
market interest rate, increase the securitys duration and
reduce the value of the security. This is known as extension
risk.
Inflation
Risk
Inflation risk is the risk that the value of assets or income
from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real
value of the Funds shares and distributions thereon can
decline. In addition, during any periods of rising inflation,
dividend rates of any variable rate preferred stock or debt
securities issued by the Fund would likely increase, which would
tend to further reduce returns to common shareholders.
Illiquid
Investments Risk
Although the Fund expects that its portfolio will primarily be
comprised of liquid securities, the Fund may invest up to 15% of
its assets in unregistered securities and otherwise illiquid
investments. Unregistered securities are securities that cannot
be sold publicly in the United States without registration under
the Securities Act of 1933. An illiquid investment is a security
or other investment that cannot be disposed of within seven days
in the ordinary course of business at approximately the value at
which the Fund has valued the investment. Unregistered
securities often can be resold only in privately negotiated
transactions with a limited number of purchasers or in a public
offering registered under the Securities Act of 1933.
Considerable delay could be encountered in either event and,
unless otherwise contractually provided for, the Funds
proceeds upon sale may be reduced by the costs of registration
or underwriting discounts. The difficulties and delays
associated with such transactions could result in the
Funds inability to realize a favorable price upon
disposition of unregistered securities, and at times might make
disposition of such securities impossible. In addition, the Fund
may be unable to sell other illiquid investments when it desires
to do so, resulting in the Fund obtaining a lower price or being
required to retain the investment. Illiquid investments
generally must be valued at fair value, which is inherently less
precise than utilizing market values for it desires to do so,
resulting in the Fund obtaining a lower price or being required
to retain the investment. liquid investments, and may lead to
differences between the price a security is valued for
determining the Funds net asset value and the price the
Fund actually receives upon sale.
33
Investment
Companies
The Fund may invest in the securities of other investment
companies, including exchange traded funds, to the extent
permitted by law. To the extent the Fund invests in the common
equity of investment companies, the Fund will bear its ratable
share of any such investment companys expenses, including
management fees. The Fund will also remain obligated to pay
management fees to the Investment Adviser with respect to the
assets invested in the securities of other investment companies.
In these circumstances holders of the Funds common shares
will be in effect subject to duplicative investment expenses.
Special
Risks of Derivative Transactions
The Fund may participate in derivative transactions. Such
transactions entail certain execution, market, liquidity,
hedging and tax risks. Participation in the options or futures
markets, in currency exchange transactions and in other
derivatives transactions involves investment risks and
transaction costs to which the Fund would not be subject absent
the use of these strategies. If the Investment Advisers
prediction of movements in the direction of the securities,
foreign currency, interest rate or other referenced instruments
or markets is inaccurate, the consequences to the Fund may leave
the Fund in a worse position than if it had not used such
strategies. Risks inherent in the use of options, foreign
currency, futures contracts and options on futures contracts,
securities indices and foreign currencies include:
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dependence on the Investment Advisers ability to predict
correctly movements in the direction of the relevant measure;
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imperfect correlation between the price of the derivative
instrument and movements in the prices of the referenced assets;
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the fact that skills needed to use these strategies are
different from those needed to select portfolio securities;
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the possible absence of a liquid secondary market for any
particular instrument at any time;
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the possible need to defer closing out certain hedged positions
to avoid adverse tax consequences;
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the possible inability of the Fund to purchase or sell a
security or instrument at a time that otherwise would be
favorable for it to do so, or the possible need for the Fund to
sell a security or instrument at a disadvantageous time due to a
need for the Fund to maintain cover or to segregate
securities in connection with the hedging techniques; and
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the creditworthiness of counterparties.
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Forward Currency Exchange Contracts. There is
no independent limit on the Funds ability to invest in
foreign currency exchange contracts. The use of forward currency
contracts may involve certain risks, including the failure of
the counterparty to perform its obligations under the contract
and that the use of forward contracts may not serve as a
complete hedge because of an imperfect correlation between
movements in the prices of the contracts and the prices of the
currencies hedged or used for cover.
Counterparty Risk. The Fund will be subject to
credit risk with respect to the counterparties to the derivative
contracts purchased by the Fund. If a counterparty becomes
bankrupt or otherwise fails to perform its obligations under a
derivative contract due to financial difficulties, the Fund may
experience significant delays in obtaining any recovery under
the derivative contract in bankruptcy or other reorganization
proceeding. The Fund may obtain only a limited recovery or may
obtain no recovery in such circumstances.
For a further description of the risks associated with the
Funds derivative transactions, see Investment
Objectives and Policies Derivative Instruments
in the SAI.
34
Lower
Grade Securities
The Fund may invest up to 10% of its assets in fixed income and
convertible securities rated in the lower rating categories of
recognized statistical rating agencies, such as securities rate
CCC or lower by S&P or Caa by
Moodys, or non-rated securities of comparable quality.
These high yield securities, also sometimes referred to as
junk bonds, generally pay a premium above the yields
of U.S. government securities or debt securities of
investment grade issuers because they are subject to greater
risks than these securities. These risks, which reflect their
speculative character, include the following:
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greater volatility;
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greater credit risk and risk of default;
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potentially greater sensitivity to general economic or industry
conditions;
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potential lack of attractive resale opportunities
(illiquidity); and
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additional expenses to seek recovery from issuers who default.
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In addition, the prices of these lower grade securities are more
sensitive to negative developments, such as a decline in the
issuers revenues or a general economic downturn, than are
the prices of higher grade securities. Lower grade securities
tend to be less liquid than investment grade securities. The
market value of lower grade securities may be more volatile than
the market value of investment grade securities and generally
tends to reflect the markets perception of the
creditworthiness of the issuer and short-term market
developments to a greater extent than investment grade
securities, which primarily reflect fluctuations in general
levels of interest rates.
Ratings are relative, subjective and not absolute standards of
quality. Securities ratings are based largely on the
issuers historical financial condition and the rating
agencies analysis at the time of rating. Consequently, the
rating assigned to any particular security is not necessarily a
reflection of the issuers current financial condition.
As a part of its investments in lower grade securities, the Fund
may invest in securities of issuers in default. The Fund will
invest in securities of issuers in default only when the
Investment Adviser believes that such issuers will honor their
obligations, emerge from bankruptcy protection and the value of
these securities will appreciate. By investing in the securities
of issuers in default, the Fund bears the risk that these
issuers will not continue to honor their obligations or emerge
from bankruptcy protection or that the value of these securities
will not otherwise appreciate.
Special
Risks to Holders of Fixed Rate Preferred Shares
Illiquidity Prior to Exchange Listing. In the
event any additional series of fixed rate preferred shares are
issued, prior application will have been made to list such
shares on the NYSE Amex. However, during an initial period,
which is not expected to exceed 30 days after the date of
its initial issuance, such shares may not be listed on any
securities exchange. During such period, the underwriters may
make a market in such shares, though they will have no
obligation to do so. Consequently, an investment in such shares
may be illiquid during such period.
Market Price Fluctuation. Fixed rate preferred
shares may trade at a premium to or discount from liquidation
preference for a variety of reasons, including changes in
interest rates.
Dependence
on Key Personnel
The Investment Adviser is dependent upon the expertise of
Mr. Mario J. Gabelli. If the Investment Adviser were to
lose the services of Mr. Gabelli, it could be adversely
affected. There can be no assurance that a suitable replacement
could be found for Mr. Gabelli in the event of his death,
resignation, retirement or inability to act on behalf of the
Investment Adviser.
35
The Fund is dependent upon the expertise of Vincent
Hugonnard-Roche as the sole option strategist on the Funds
portfolio management team. If the Fund were to lose the services
of Mr. Roche, it could be temporarily adversely affected
until a suitable replacement could be found.
Long-Term
Objective; Not a Complete Investment Program
The Fund is intended for investors seeking a high level of
current income. The Fund is not meant to provide a vehicle for
those who wish to exploit short-term swings in the stock market.
An investment in shares of the Fund should not be considered a
complete investment program. Each shareholder should take into
account the Funds investment objectives as well as the
shareholders other investments when considering an
investment in the Fund.
Management
Risk
The Fund is subject to management risk because its portfolio
will be actively managed. The Investment Adviser will apply
investment techniques and risk analyses in making investment
decisions for the Fund, but there can be no guarantee that these
will produce the desired results.
Portfolio
Turnover
The Fund may have a high turnover ratio which may result in
higher expenses and lower after-tax return to shareholders than
if the Fund had a lower turnover ratio.
Non-Diversified
Status
The Fund is classified as a non-diversified
investment company under the 1940 Act, which means the Fund is
not limited by the 1940 Act in the proportion of its assets that
may be invested in the securities of a single issuer. As a
non-diversified investment company, the Fund may invest in the
securities of individual issuers to a greater degree than a
diversified investment company. As a result, the Fund may be
more vulnerable to events affecting a single issuer and
therefore, subject to greater volatility than a fund that is
more broadly diversified. Accordingly, an investment in the Fund
may present greater risk to an investor than an investment in a
diversified company.
Geopolitical
Events
The terrorist attacks on domestic U.S. targets on
September 11, 2001, the wars in Iraq and Afghanistan and
other geopolitical events have led to, and may in the future
lead to, increased short-term market volatility and may have
long-term effects on U.S. and world economies and markets.
The nature, scope and duration of the war and occupation cannot
be predicted with any certainty. Similar events in the future or
other disruptions of financial markets could affect interest
rates, securities exchanges, auctions, secondary trading,
ratings, credit risk, inflation, energy prices and other factors
relating to the common shares or preferred shares.
Recent
Market Conditions
While the U.S. and global markets had experienced extreme
volatility and disruption for an extended period of time, fiscal
year 2010 and the first quarter of 2011 witnessed more
stabilized economic activity as expectations for an economic
recovery increased. However, risks to a robust resumption of
growth persist: a weak consumer weighed down by too much debt
and increasing joblessness, the growing size of the federal
budget deficit and national debt, and the threat of inflation. A
return to unfavorable economic conditions could impair our
ability to execute our investment strategies.
2012 U.S.
Federal Budget
The proposed U.S. federal budget for fiscal year 2012 calls
for the elimination of approximately $40 billion in tax
incentives widely used by oil, gas and coal companies and the
imposition of new fees on
36
certain energy producers. The elimination of such tax incentives
and imposition of such fees could adversely affect Natural
Resources Companies in which the Fund invests
and/or the
natural resources sector generally.
Government
Intervention in Financial Markets Risk
The recent instability in the financial markets has led the
U.S. government and foreign governments to take a number of
unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have
experienced extreme volatility, and in some cases a lack of
liquidity. U.S. federal and state governments and foreign
governments, their regulatory agencies or self regulatory
organizations may take additional actions that affect the
regulation of the securities in which the Fund invests, or the
issuers of such securities, in ways that are unforeseeable.
Issuers of corporate securities might seek protection under the
bankruptcy laws. Legislation or regulation may also change the
way in which the Fund itself is regulated. Such legislation or
regulation could limit or preclude the Funds ability to
achieve its investment objectives. The Investment Adviser will
monitor developments and seek to manage the Funds
portfolio in a manner consistent with achieving the Funds
investment objectives, but there can be no assurance that it
will be successful in doing so.
Anti-Takeover
Provisions
The Funds governing documents include provisions that
could limit the ability of other entities or persons to acquire
control of the Fund or convert the Fund to an open-end fund. See
Anti-Takeover Provisions of the Funds Governing
Documents.
Investment
Restrictions
The Fund has adopted certain investment limitations designed to
limit investment risk and maintain portfolio diversification.
These limitations are fundamental and may not be changed without
the approval of the holders of a majority, as defined in the
1940 Act, of the outstanding shares and preferred shares, if
any, voting together as a single class. See Investment
Restrictions in the SAI for a complete list of the
fundamental investment policies of the Fund. Should the Fund
decide to issue additional series of preferred shares in the
future, it may become subject to rating agency guidelines that
are more limiting than its fundamental investment restrictions
in order to obtain and maintain a desired rating on its
preferred shares.
MANAGEMENT
OF THE FUND
General
The Funds Board of Trustees (who, with its officers, are
described in the SAI) has overall responsibility for the
management of the Fund. The Board of Trustees decides upon
matters of general policy and reviews the actions of the
Investment Adviser, Gabelli Funds, LLC, and the
Sub-Administrator
(as defined below). Pursuant to an investment advisory agreement
between the Fund and the Investment Adviser (the
Investment Advisory Agreement), the Investment
Adviser, under the supervision of the Funds Board of
Trustees, provides a continuous investment program for the
Funds portfolio; provides investment research and makes
and executes recommendations for the purchase and sale of
securities; and provides all facilities and personnel, including
officers required for its administrative management, and pays
the compensation of Trustees of the Fund who are officers or
employees of the Investment Adviser or its affiliates. As
compensation for its services and the related expenses borne by
the Investment Adviser, the Fund pays the Investment Adviser a
fee, computed weekly and payable monthly, equal, on an annual
basis, to 1.00% of the Funds average weekly net assets,
with no deduction for the liquidation preference of any
outstanding preferred shares. The Funds average weekly net
assets will be deemed to be the average weekly value of the
Funds total assets minus the sum of the Funds
liabilities (such liabilities exclude the aggregate liquidation
preference of outstanding preferred shares and accumulated
dividends, if any, on those shares and the outstanding principal
amount of any debt securities the proceeds of which were used
for investment purposes,
37
plus accrued and unpaid interest thereon). For purposes of the
calculation of the fees payable to the Investment Adviser by the
Fund, average weekly net assets of the Fund are determined at
the end of each month on the basis of its average net assets for
each week during the month. The assets for each weekly period
are determined by averaging the net assets at the end of a week
with the net assets at the end of the prior week. A discussion
regarding the basis for the most recent approval of the
Investment Advisory Agreement by the Board of Trustees of the
Fund is available in the Funds semi-annual report to
shareholders for the period ending June 30, 2010.
The
Investment Adviser
Gabelli Funds, LLC acts as the Funds Investment Adviser
pursuant to the Investment Advisory Agreement with the Fund. The
Investment Adviser is a New York limited liability company with
principal offices located at One Corporate Center, Rye, New York
10580-1422
and is registered under the Investment Advisers Act of 1940 (the
Advisers Act). The Investment Adviser was organized
in 1999 and is the successor to Gabelli Funds, Inc., which was
organized in 1980. As of March 31, 2011, the Investment
Adviser acted as registered investment adviser to 26 management
investment companies with aggregate net assets of
$20.1 billion. The Investment Adviser, together with the
other affiliated investment advisers noted below had assets
under management totaling approximately $35.4 billion as of
March 31, 2011. GAMCO Asset Management Inc., an affiliate
of the Investment Adviser, acts as investment adviser for
individuals, pension trusts, profit sharing trusts and
endowments, and as a sub adviser to management investment
companies having aggregate assets of $14.7 billion under
management as of March 31, 2011. Gabelli Securities, Inc.,
an affiliate of the Investment Adviser, acts as investment
adviser for investment partnerships and entities having
aggregate assets of approximately $547 million as of
March 31, 2011. Teton Advisors, Inc., an affiliate of the
Investment Adviser, acts as investment manager to the GAMCO
Westwood Funds and separately managed accounts having aggregate
assets of approximately $983.1 million under management as
of March 31, 2011.
The Investment Adviser is a wholly-owned subsidiary of GAMCO
Investors, Inc., a New York corporation, whose Class A
Common Stock is traded on the New York Stock Exchange (the
NYSE) under the symbol GBL.
Mr. Mario J. Gabelli may be deemed a controlling
person of the Investment Adviser on the basis of his
ownership of a majority of the stock of GGCP, Inc., which owns a
majority of the capital stock of GAMCO Investors, Inc.
Payment
of Expenses
The Investment Adviser is obligated to pay expenses associated
with providing the services contemplated by the Investment
Advisory Agreement including compensation of and office space
for its officers and employees connected with investment and
economic research, trading and investment management and
administration of the Fund (but excluding costs associated with
the calculation of the net asset value and allocated costs of
the chief compliance officer function and officers of the Fund
who are employed by the Fund and are not employed by the
Investment Adviser although such officers may receive
incentive-based variable compensation from affiliates of the
Investment Adviser), as well as the fees of all Trustees of the
Fund who are officers or employees of the Investment Adviser or
its affiliates.
In addition to the fees of the Investment Adviser, the Fund is
responsible for the payment of all its other expenses incurred
in the operation of the Fund, which include, among other things,
expenses for legal and the Independent Registered Public
Accounting Firms services, stock exchange listing fees,
costs of printing proxies, share certificates and shareholder
reports, charges of the Funds custodian, charges of the
transfer agent and distribution disbursing agent, SEC fees, fees
and expenses of Trustees who are not officers or employees of
the Investment Adviser or its affiliates, accounting and
printing costs, the Funds pro rata portion of membership
fees in trade organizations, the Funds pro rata portion of
the Chief Compliance Officers compensation, fidelity bond
coverage for the Funds officers and employees, Trustees
and officers liability policy, interest, brokerage costs, taxes,
expenses of qualifying the Fund for sale in various states,
expenses of personnel performing shareholder servicing
functions, litigation and other extraordinary or non-recurring
expenses and other expenses properly payable by the Fund.
38
Selection
of Securities Brokers
The Investment Advisory Agreement contains provisions relating
to the selection of securities brokers to effect the portfolio
transactions of the Fund. Under those provisions, the Investment
Adviser may (i) direct Fund portfolio brokerage to
Gabelli & Company, Inc. or other broker-dealer
affiliates of the Investment Adviser and (ii) pay
commissions to brokers other than Gabelli & Company,
Inc. that are higher than might be charged by another qualified
broker to obtain brokerage
and/or
research services considered by the Investment Adviser to be
useful or desirable for its investment management of the Fund
and/or its
other investment advisory accounts or those of any investment
adviser affiliated with it. The SAI contains further information
about the Investment Advisory Agreement, including a more
complete description of the investment advisory and expense
arrangements, exculpatory and brokerage provisions, as well as
information on the brokerage practices of the Fund.
Portfolio
Management
As Chairman and Chief Executive Officer of GAMCO Investors,
Inc., Mr. Gabelli ultimately has oversight over the
investment professionals responsible for the
day-to-day
management of the Fund. Mr. Gabelli has served as Chairman
and Chief Executive Officer of GAMCO Investors, Inc. and its
predecessors since 1976. Mr. Gabelli is the Chief
Investment OfficerValue Products for the Investment
Adviser and GAMCO Asset Management Inc. Mr. Gabelli serves
as Portfolio Manager for several funds in the GAMCO/Gabelli fund
family and is a director/trustee of most of the funds in the
family. Mr. Gabelli is also a director and the Chief
Executive Officer of GGCP, Inc., a private company which
controls GAMCO Investors, Inc.
Vincent Hugonnard-Roche serves as a Co-Lead Portfolio Manager
for the Fund and is primarily responsible for the
day-to-day
management of the Funds option strategy. Mr. Roche
joined GAMCO Investors, Inc. in 2000 as Director of Quantitative
Strategies and Head of Risk Management. Prior thereto,
Mr. Roche worked at Credit Lyonnais in New York as a
proprietary equity analyst focused on Risk Arbitrage.
Caesar M.P. Bryan serves as a Co-Lead Portfolio Manager for the
Fund and is primarily responsible for the
day-to-day
management of the Gold Companies portion of the Funds
portfolio. Mr. Bryan joined GAMCO Investors, Inc. in 1994
and has been primarily responsible for the
day-to-day
investment management of the GAMCO Gold Fund, Inc., a registered
open-end investment company, since its inception in 1994.
Mr. Bryan has been Portfolio Manager of the GAMCO
International Growth Fund, Inc., a registered open-end
investment company, since 1995; Co-Portfolio Manager of The
GAMCO Global Opportunity Fund, a registered open-end investment
company, since 1998; and Co-Portfolio Manager of The GAMCO
Global Growth Fund, a registered open-end investment company,
since 2008.
Barbara G. Marcin serves as a Co-Lead Portfolio Manager for the
Fund and is primarily responsible for the
day-to-day
management of the Natural Resources Companies portion of the
Funds portfolio. Ms. Marcin joined GAMCO Investors,
Inc. in 1999 to manage larger capitalization value style
portfolios. Ms. Marcin currently serves as the Portfolio
Manager for The Gabelli Blue Chip Value Fund and The GAMCO
Westwood Income Fund, registered open-end investment companies,
and as a Portfolio Manager for The Gabelli Dividend &
Income Trust, a registered closed-end investment company. Prior
thereto, she worked at Citibank Global Asset Management where
she was head of value investments and was a member of the Global
Investment Policy Committee and co-Chair of the U.S. Equity
Policy Committee.
The Statement of Additional Information provides additional
information about the Portfolio Managers compensation,
other accounts managed by the Portfolio Managers, and the
Portfolio Managers ownership of securities of the Fund.
Non-Resident
Trustees
Messrs. dUrso and van Ekris are not U.S. residents
and substantially all of each of their assets may be located
outside of the United States. Messrs. dUrso and van Ekris
do not have agents for service of process in the United States.
As a result, it may be difficult for U.S. investors to
effect service of process upon Messrs.
39
dUrso or van Ekris within the United States or to realize
judgments of courts of the United States predicated upon civil
liabilities under the federal securities laws of the United
States. In addition, it is not certain that civil liabilities
predicated upon the federal securities laws on which a valid
judgment of a court in the United States is obtained would be
enforceable in the courts of the jurisdictions in which Messrs.
dUrso or van Ekris reside.
Sub-Administrator
The Investment Adviser has entered into a
sub-administration
agreement with BNY Mellon Investment Servicing (US) Inc. (the
Sub-Administrator)
pursuant to which the
Sub-Administrator
provides certain administrative services necessary for the
Funds operations that do not include the investment and
portfolio management services provided by the Investment
Adviser. For these services and the related expenses borne by
the
Sub-Administrator,
the Investment Adviser pays a prorated monthly fee at the annual
rate of 0.0275% of the first $10 billion of the aggregate
average net assets of the Fund and all other funds advised by
the Investment Adviser and Teton Advisors, Inc. and administered
by the
Sub-Administrator,
0.0125% of the aggregate average net assets exceeding
$10 billion and 0.01% of the aggregate average net assets
in excess of $15 billion. The
Sub-Administrator
has its principal office at 760 Moore Road, King of Prussia,
Pennsylvania 19406.
Regulatory
Matters
On April 24, 2008, the Investment Adviser entered into a
settlement with the SEC to resolve an inquiry regarding prior
frequent trading activity in shares of the GAMCO Global Growth
Fund (the Global Growth Fund) by one investor who
was banned from the Global Growth Fund in August 2002. In the
administrative settlement order, the SEC found that the
Investment Adviser had willfully violated Section 206(2) of
the Advisers Act, Section 17(d) of the 1940 Act and
Rule 17d-1
thereunder, and had willfully aided and abetted and caused
violations of Section 12(d)(1)(B)(i) of the 1940 Act. Under
the terms of the settlement, the Investment Adviser, while
neither admitting nor denying the SECs findings and
allegations, paid $16 million (which included a
$5 million civil monetary penalty), approximately
$12.8 million of which is in the process of being paid to
shareholders of the Global Growth Fund in accordance with a plan
developed by an independent distribution consultant and approved
by the independent directors of the Global Growth Fund and
acceptable to the staff of the SEC, and agreed to cease and
desist from future violations of the above-referenced federal
securities laws and rule. The SEC order also noted the
cooperation that the Investment Adviser had given the staff of
the SEC during its inquiry. The settlement did not have a
material adverse impact on the Investment Adviser. On the same
day, the SEC filed a civil action against the Executive Vice
President and Chief Operating Officer of the Investment Adviser,
alleging violations of certain federal securities laws arising
from the same matter. The officer is also an officer of the
Fund, the Global Growth Fund and other funds in the
Gabelli/GAMCO fund complex. The officer denied the allegations
and is continuing in his positions with the Investment Adviser
and the funds. The court dismissed certain claims and found that
the SEC was not entitled to pursue various remedies against the
officer while leaving one remedy in the event the SEC were able
to prove violations of law. The court subsequently dismissed
without prejudice the remaining remedy against the officer,
which allowed the SEC to appeal the courts rulings. On
October 29, 2010, the SEC filed its appeal with the
U.S. Court of Appeals for the Second Circuit regarding the
lower courts orders. The Investment Adviser currently
expects that any resolution of the action against the officer
will not have a material adverse impact on the Investment
Adviser or its ability to fulfill its obligations under the
Investment Advisory Agreement.
PORTFOLIO
TRANSACTIONS
Principal transactions are not entered into with affiliates of
the Fund. However, Gabelli & Company, Inc., an
affiliate of the Investment Adviser, may execute portfolio
transactions on stock exchanges and in the
over-the-counter
markets on an agency basis and may be paid commissions. For a
more detailed discussion of the Funds brokerage allocation
practices, see Portfolio Transactions in the SAI.
40
DIVIDENDS
AND DISTRIBUTIONS
The Fund intends to make regular monthly cash distributions of
all or a portion of its investment company taxable income (which
includes ordinary income and realized short-term capital gains)
to common shareholders. The Fund also intends to make annual
distributions of its realized capital gains (which is the excess
of net long-term capital gains over net short-term capital
losses). A significant portion of the Funds
distributions on its common shares for recent periods have
included, or have been estimated to include, a return of
capital. A portion of the distributions to the preferred
shareholders may also be sourced from capital attributable to
the common shareholders. Any return of capital that is a
component of a distribution is not sourced from realized gains
of the Fund and that portion should not be considered by
investors as yield or total return on their investment in the
Fund. The Fund will pay common shareholders annually all, or at
least 90%, of its investment company taxable income. Various
factors will affect the level of the Funds income, such as
its asset mix and use of option strategies. To permit the Fund
to maintain more stable monthly distributions, the Fund may from
time to time distribute less than the entire amount of income
earned in a particular period, which would be available to
supplement future distributions. As a result, the distributions
paid by the Fund for any particular monthly period may be more
or less than the amount of income actually earned by the Fund
during that period. However, as the Fund is covered by an
exemption from the 1940 Act which allows the Board of Trustees
to implement a managed distribution policy, the Board of
Trustees in the future may determine to cause the Fund to
distribute a fixed percentage of the Funds average net
asset value or market price per common share over a specified
period of time at or about the time of distribution or to
distribute a fixed dollar amount. The Board of Trustees has no
present intention to implement such a policy. Because the
Funds distribution policy may be changed by the Board of
Trustees at any time and the Funds income will fluctuate,
there can be no assurance that the Fund will pay dividends or
distributions at a particular rate. See Dividends and
Distributions in the SAI.
Shareholders will automatically have all dividends and
distributions reinvested in common shares of the Fund issued by
the Fund or purchased in the open market in accordance with the
Funds dividend reinvestment plan unless an election is
made to receive cash. See Automatic Dividend Reinvestment
and Voluntary Cash Purchase Plan.
ISSUANCE
OF COMMON STOCK
During the twelve months ended December 31, 2010, the Fund
issued 22,553,236 shares of beneficial interest through
various at the market offerings. The net proceeds
received from these various offerings were $375,431,472 (net of
sales manager commissions of $3,792,237 and offering expenses of
$216,336). The net proceeds received from the various offerings
exceeded the NAV of the issued shares by $15,753,426.
During the three months ended March 31, 2011, the Fund issued
3,964,387 shares of beneficial interest through various at
the market offerings. The net proceeds received from these
various offerings were $72,954,879 (net of sales manager
commissions of $736,967 and offering expenses of $4,837). The
net proceeds received from the various offerings exceeded the
NAV of the issued shares by $2,662,589.
Gabelli & Company, Inc., an affiliate of Gabelli
Funds, LLC, the Funds Adviser, acted as sales manager for
all of the offerings.
AUTOMATIC
DIVIDEND REINVESTMENT AND VOLUNTARY CASH PURCHASE PLAN
Under the Funds Automatic Dividend Reinvestment and
Voluntary Cash Purchase Plan (the Plan), a
shareholder whose common shares are registered in his or her own
name will have all distributions reinvested automatically by the
transfer agent, which is agent under the Plan, unless the
shareholder elects to receive cash. Distributions with respect
to shares registered in the name of a broker-dealer or other
nominee (that is, in street name) will be reinvested
by the broker or nominee in additional shares under the Plan,
unless the service is not provided by the broker or nominee or
the shareholder elects to receive distributions in cash.
Investors who own common shares registered in street name should
consult their broker-dealers for details
41
regarding reinvestment. All distributions to investors who do
not participate in the Plan will be paid by check mailed
directly to the record holder by the transfer agent as dividend
disbursing agent. A participant in the Plan may elect to receive
all dividends in cash by contacting the Plan agent in writing at
the address specified below or by calling the Plan agent at
(800) 937-5449.
Under the Plan, whenever the market price of the common shares
is equal to or exceeds net asset value at the time shares are
valued for purposes of determining the number of shares
equivalent to the cash distribution, participants in the Plan
will receive newly issued common shares. The number of shares to
be issued will be computed at a per share rate equal to the
greater of (i) the net asset value as most recently
determined or (ii) 95% of the then-current market price of
the common shares. The valuation date is the distribution
payment date or, if that date is not an NYSE Amex trading day,
the next trading day. If the net asset value of the common
shares at the time of valuation exceeds the market price of the
common shares, participants will receive shares purchased by the
Plan agent in the open market. If the Fund should declare a
distribution payable only in cash, the Plan agent will buy the
common shares for such Plan in the open market, on the NYSE Amex
or elsewhere, for the participants accounts, except that
the Plan agent will terminate purchases in the open market and
instead the Fund will distribute newly issued shares at a per
share rate equal to the greater of net asset value or 95% of
market value if, following the commencement of such purchases,
the market value of the common shares plus estimated brokerage
commissions exceeds net asset value.
Participants in the Plan have the option of making additional
cash payments to the Plan agent, semi-monthly, for investment in
the shares as applicable. Such payments may be made in any
amount from $250 to $10,000. The Plan agent will use all funds
received from participants to purchase shares of the Fund in the
open market on or about the 15th of each month. The Plan
agent will charge each shareholder who participates $0.75, plus
a pro rata share of the brokerage commissions. Brokerage charges
for such purchases are expected to be less than the usual
brokerage charge for such transactions. It is suggested that
participants send voluntary cash payments to the Plan agent in a
manner that ensures that the Plan agent will receive these
payments approximately ten days (10) before the 15th of each
month. A participant may without charge withdraw a voluntary
cash payment by written notice, if the notice is received by the
Plan agent at least 48 hours before such payment is to be
invested.
The Plan agent maintains all shareholder accounts in the Plan
and furnishes written confirmations of all transactions in the
account, including information needed by shareholders for
personal and tax records. Shares in the account of each Plan
participant will be held by the Plan agent in noncertificated
form in the name of the participant. A Plan participant may send
its share certificates to the Plan agent so that the shares
represented by such certificates will be held by the Plan agent
in the participants shareholder account under the Plan.
In the case of shareholders such as banks, brokers or nominees,
that hold shares for others who are the beneficial owners, the
Plan agent will administer the Plan on the basis of the number
of shares certified from time to time by the shareholder as
representing the total amount registered in the
shareholders name and held for the account of beneficial
owners who participate in the Plan.
The automatic reinvestment of dividends and other distributions
will not relieve participants of any U.S. federal, state or
local income tax that may be payable (or required to be
withheld) on such dividends or other distributions.
A Plan participant may terminate his or her account under the
Plan by notifying the Plan agent in writing to the address
specified below or by telephone at
(800) 937-5449.
A termination will be effective immediately if notice is
received by the Plan agent not less than ten (10) days
prior to any dividend or distribution record date. If such
notice is received less than ten (10) days prior to any
dividend or distribution record date, then such termination
shall be immediately effective with respect to all shares then
held in such Plan participants shareholder account except
that shares to be received pursuant to the reinvestment of
dividends or distributions shall be sold by the Plan agent on
the first trading day after such shares have been posted to such
terminating Plan participants shareholder account. If the
Plan participant elects by written notice to the Plan agent in
advance of such termination to have the Plan agent sell part or
all of such Plan participants shares and remit the
proceeds to him or her, the Plan agent is authorized to deduct
$2.50 per transaction plus brokerage commissions for this
transaction from the proceeds.
42
The Fund reserves the right to amend or terminate its Plan as
applied to any voluntary cash payments made and any distribution
paid with at least 90 days written notice to the
participants in such Plan. The Plan also may be amended or
terminated by the Plan agent, with the Funds prior written
consent, on at least 90 days written notice to the
participants in such Plan. All correspondence concerning the
Plan should be directed to the transfer agent.
For more information about the Plan you may contact the Plan
agent in writing at Gabelli Funds, C/O American Stock
Transfer & Trust Company, 59 Maiden Lane, New
York, New York 10038, or by calling the Plan agent at
(800) 937-5449.
DESCRIPTION
OF THE SHARES
The following is a brief description of the terms of the
Funds shares. This description does not purport to be
complete and is qualified by reference to the Funds
Agreement and Declaration of Trust and its By-Laws. For complete
terms of the shares, please refer to the actual terms of each
series, which are set forth in the Agreement and Declaration of
Trust.
Common
Shares
The Fund is an unincorporated statutory trust organized under
the laws of Delaware pursuant to a Certificate of Trust dated as
of January 4, 2005. The Fund is authorized to issue an
unlimited number of common shares of beneficial interest, par
value $0.001 per share. Each common share of beneficial interest
has one vote and, when issued and paid for in accordance with
the terms of this offering, will be fully paid and
non-assessable. Though the Fund expects to pay distributions
monthly on the common shares of beneficial interest, it is not
obligated to do so. All common shares of beneficial interest are
equal as to distributions, assets and voting privileges and have
no conversion, preemptive or other subscription rights. The Fund
will send annual and semi-annual reports, including financial
statements, to all holders of its shares.
Offerings of shares require approval by the Funds Board of
Trustees. Any additional offering of common shares of beneficial
interest will be subject to the requirements of the 1940 Act,
which provides that common stock may not be issued at a price
below the then current net asset value, exclusive of sales load,
except in connection with an offering to existing holders of
common shares or with the consent of a majority of the
Funds outstanding voting securities.
The Funds common shares of beneficial interest are listed
on the NYSE Amex under the symbol GGN.
The Funds net asset value per share will be reduced
immediately following the offering of common shares by the
amount of the offering expenses paid by the Fund. See Use
of Proceeds. 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
Amex 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
Funds common shares vote as a single class on election of
Trustees and on additional matters with respect to which the
1940 Act, the Funds Declaration of Trust, By-Laws or
resolutions adopted by the Trustees provide for a vote of the
Funds common shares. See Anti-Takeover Provisions of
the Funds Governing Documents.
43
Book
Entry
The common shares sold through this offering will initially be
held in the name of Cede & Co. as nominee for the
Depository Trust Company (DTC). The Fund will
treat Cede & Co. as the holder of record of the common
shares for all purposes. In accordance with the procedures of
DTC, however, purchasers of common shares will be deemed the
beneficial owners of shares purchased for purposes of
distributions, voting and liquidation rights. Purchasers of
common shares may obtain registered certificates by contacting
the transfer agent.
Preferred
Shares
Currently, an unlimited number of the Funds shares have
been classified by the Board of Trustees as preferred shares,
par value $0.001 per share. The terms of such preferred shares
may be fixed by the Board of Trustees and would materially limit
and/or
qualify the rights of the holders of the Funds common
shares.
On October 16, 2007, the Fund completed the placement of
$100 million of preferred shares consisting of
4 million shares designated as Series A (the
Series A Preferred Shares) and paying dividends
of an annual rate equal to 6.625% of liquidation preference. The
Series A Preferred Shares are senior to the common shares
and result in the financial leveraging of the common shares.
Such leveraging tends to magnify both the risks and
opportunities to common shareholders. Dividends on the preferred
shares are cumulative. The Fund is required by the 1940 Act and
by the Statement of Preferences to meet certain asset coverage
tests with respect to the Series A Preferred Shares. If the
Fund fails to meet these requirements and does not correct such
failure, the Fund may be required to redeem, in part or in full,
the Series A Preferred Shares at the redemption price of
$25 per share plus an amount equal to the accumulated and unpaid
dividends whether or not declared on such shares in order to
meet the requirements. Additionally, failure to meet the
foregoing asset coverage requirements could restrict the
Funds ability to pay dividends to common shareholders or
repurchase common shares and could lead to sales of portfolio
securities at inopportune times. The income received on the
Funds assets may vary in a manner unrelated to the fixed
rate, which could have either a beneficial or detrimental impact
on net investment income and gains available to common
shareholders.
The Series A Preferred Shares are listed on the NYSE Amex
under the ticker symbol GGN PrA.
Upon a liquidation, each holder of the preferred shares will be
entitled to receive out of the assets of the Fund available for
distribution to shareholders (after payment of claims of the
Funds creditors but before any distributions with respect
to the Funds common shares or any other shares of the Fund
ranking junior to the preferred shares as to liquidation
payments) an amount per share equal to such shares
liquidation preference plus any accumulated but unpaid
distributions (whether or not earned or declared, excluding
interest thereon) to the date of distribution, and such
shareholders shall be entitled to no further participation in
any distribution or payment in connection with such liquidation.
Each series of the preferred shares will rank on a parity with
any other series of preferred shares of the Fund as to the
payment of distributions and the distribution of assets upon
liquidation, and will be junior to the Funds obligations
with respect to any outstanding senior securities representing
debt. If the Fund has insufficient investment income and gains,
all or a portion of the distributions to preferred shareholders
would come from the common shareholders capital. Such
distributions reduce the net assets attributable to common
shareholders since the liquidation preference of the preferred
shareholders is constant. The preferred shares carry one vote
per share on all matters on which such shares are entitled to
vote. The preferred shares will, upon issuance, be fully paid
and nonassessable and will have no preemptive, exchange or
conversion rights. The Board of Trustees may by resolution
classify or reclassify any authorized but unissued capital
shares of the Fund from time to time by setting or changing the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to distributions or terms or
conditions of redemption. The Fund will not issue any class of
shares senior to the preferred shares.
Rating Agency Guidelines. Upon issuance, the
preferred shares may be rated by one or more of the nationally
recognized statistical rating organizations. Such ratings may
require asset coverage tests that are more difficult to satisfy
than the 200% test in the 1940 Act and may also impose
diversification, industry concentration and other limitations.
44
Any such ratings assigned to a series of the preferred shares
are assessments of the capacity and willingness of the Fund to
pay the obligations of each of the preferred shares. Such
ratings are not recommendations to purchase, hold or sell shares
of either 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. The ratings are based
on current information furnished to the rating agencies by the
Fund and the Investment Adviser and information obtained from
other sources. The ratings may be changed, suspended or
withdrawn as a result of changes in, or the unavailability of,
such information.
The rating agency guidelines will apply to the preferred shares,
as the case may be, only so long as such rating agency is rating
such shares at the request of the Fund. The Fund will pay fees
to the rating agencies for rating any series of the preferred
shares.
Asset Maintenance Requirements. In addition to
the requirements summarized under Rating
Agency Guidelines above, the Fund must also satisfy asset
maintenance requirements under the 1940 Act with respect to its
preferred shares. Under the 1940 Act, such debt or preferred
shares may be issued only if immediately after such issuance the
value of the Funds total assets (less ordinary course
liabilities) is at least 300% of the amount of any debt
outstanding and at least 200% of the amount of any preferred
stock and debt outstanding.
The Fund will be required under the preferred shares
Statement of Preferences (the Statement of
Preferences) to determine whether it has, as of the last
business day of each March, June, September and December of each
year, an asset coverage (as defined in the 1940 Act)
of at least 200% (or such higher or lower percentage as may be
required at the time under the 1940 Act) with respect to all
outstanding senior securities of the Fund that are debt or
stock, including any outstanding preferred shares. If the Fund
fails to maintain the asset coverage required under the 1940 Act
on such dates and such failure is not cured within 60 calendar
days, the Fund may, and in certain circumstances will be
required to, mandatorily redeem the number of preferred shares
sufficient to satisfy such asset coverage. See
Redemption below.
Distributions. In connection with the offering
of one or more series of preferred shares, an accompanying
Prospectus Supplement will specify whether dividends on such
preferred shares will be based on a fixed or variable rate. If
such Prospectus Supplement specifies that dividends will be paid
at a fixed rate (Fixed Rate Preferred Shares),
holders of such preferred shares will be entitled to receive,
when, as and if declared by the Board of Trustees, out of funds
legally available therefor, cumulative cash distributions, at an
annual rate set forth in the applicable Prospectus Supplement,
payable with such frequency as set forth in the applicable
Prospectus Supplement. Such distributions will accumulate from
the date on which such shares are issued.
In the alternative, the Prospectus Supplement may state that the
holders of one or more series of the preferred shares are
entitled to receive cash distributions at annual rates stated as
a percentage of liquidation preference, that will vary from
dividend period to dividend period (Variable Rate
Preferred Shares). The liquidation preference per share,
the dividend rate for the initial dividend period for any such
series of preferred shares, and the terms on which dividends
will vary from period to period will be set out in the
Prospectus Supplement for such series.
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
45
the Fund ranking junior to the preferred shares as to the
payment of dividends and the distribution of assets upon
liquidation), unless:
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the Fund has declared and paid (or provided to the relevant
dividend paying agent) all cumulative distributions on the
Funds outstanding preferred shares due on or prior to the
date of such common share dividend or distribution;
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the Fund has redeemed the full number of preferred shares to be
redeemed pursuant to any mandatory redemption provision in the
Funds governing documents; and
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after making the distribution, the Fund meets applicable asset
coverage requirements described under Rating
Agency Guidelines and Asset Maintenance
Requirements.
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No full distribution will be declared or made on any series of
the preferred shares for any dividend period, or part thereof,
unless full cumulative distributions due through the most recent
dividend payment dates therefor for all outstanding series of
preferred shares of the Fund ranking on a parity with such
series as to distributions have been or contemporaneously are
declared and made. If full cumulative distributions due have not
been made on all outstanding preferred shares of the Fund
ranking on a parity with such series of preferred shares as to
the payment of distributions, any distributions being paid on
the preferred shares will be paid as nearly pro rata as possible
in proportion to the respective amounts of distributions
accumulated but unmade on each such series of preferred shares
on the relevant dividend payment date. The Funds
obligation to make distributions on the preferred shares will be
subordinate to its obligations to pay interest and principal,
when due, on any of the Funds senior securities
representing debt.
Redemption
Mandatory Redemption Relating to Asset Coverage
Requirements. The Fund may, at its option,
consistent with its Governing Documents and the 1940 Act, and in
certain circumstances will be required to, mandatorily redeem
preferred shares in the event that:
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the Fund fails to maintain the asset coverage requirements
specified under the 1940 Act on a quarterly valuation date and
such failure is not cured on or before a stated period,
following such failure; or
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the Fund fails to maintain the asset coverage requirements as
calculated in accordance with the applicable rating agency
guidelines as of any monthly valuation date, and such failure is
not cured on or before a stated period after such valuation date.
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The redemption price for preferred shares subject to mandatory
redemption will be the liquidation preference, as stated in the
Prospectus Supplement accompanying the issuance of such
preferred shares, plus an amount equal to any accumulated but
unpaid distributions (whether or not earned or declared) to the
date fixed for redemption, plus any applicable redemption
premium determined by the Board of Trustees and included in the
Statement of Preferences.
The number of preferred shares that will be redeemed in the case
of a mandatory redemption will equal (and may, if the applicable
Statement of Preferences so provides, exceed) the minimum number
of outstanding preferred shares, the redemption of which, if
such redemption had occurred immediately prior to the opening of
business on the applicable cure date, would have resulted in the
relevant asset coverage requirement having been met or, if the
required asset coverage cannot be so restored, all of the
preferred shares.
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.
46
If fewer than all of the Funds outstanding preferred
shares are to be redeemed, the Fund, at its discretion and
subject to the limitations of its Governing Documents and the
1940 Act, will select the one or more series of preferred shares
from which shares will be redeemed and the amount of preferred
shares to be redeemed from each such series. If less than all
preferred shares of a series are to be redeemed, such redemption
will be made as among the holders of that series pro rata in
accordance with the respective number of shares of such series
held by each such holder on the record date for such redemption
(or by such other equitable method as the Fund may determine).
If fewer than all the preferred shares held by any holder are to
be redeemed, the notice of redemption mailed to such holder will
specify the number of shares to be redeemed from such holder,
which may be expressed as a percentage of shares held on the
applicable record date.
Optional Redemption of Fixed Rate Preferred
Shares. Fixed Rate Preferred Shares will not be
subject to optional redemption by the Fund until the date, if
any, specified in the applicable Prospectus Supplement, unless
such redemption is necessary, in the judgment of the Fund, to
maintain the Funds status as a regulated investment
company under the Code or as otherwise provided in the
applicable Statement of Preferences. Commencing on such date and
thereafter, the Trust may at any time redeem such Fixed Rate
Preferred Shares in whole or in part for cash at a redemption
price per share equal to the initial liquidation preference per
share plus accumulated and unpaid distributions (whether or not
earned or declared) to the redemption date plus, if applicable,
any redemption premium. Such redemptions are subject to the
notice requirements set forth under
Redemption Procedures and the
limitations of the Governing Documents and 1940 Act. The
foregoing requirements may be modified in the case of any
particular series of preferred shares.
Optional Redemption of Variable Rate Preferred
Shares. The Fund generally may redeem Variable
Rate Preferred Shares, if issued, in whole or in part, at its
option at any time (usually on a dividend or distribution
payment date), other than during a non-call period. The
redemption price per share will equal the initial liquidation
preference plus an amount equal to any accumulated but unpaid
distributions thereon (whether or not earned or declared) to the
redemption date, plus, if applicable, any redemption premium.
Such redemptions are subject to the notice requirements set
forth under Redemption Procedures
and the limitations of the Governing Documents and 1940 Act.
Redemption Procedures. A notice of
redemption with respect to an optional redemption will be given
to the holders of record of preferred shares selected for
redemption not less than 15 days (subject to NYSE Amex
requirements), in the case of Fixed Rate Preferred Shares, and
not less than seven days in the case of Variable Rate Preferred
Shares, nor, in both cases, more than 40 days prior to the
date fixed for redemption. Preferred shareholders may receive
shorter notice in the event of a mandatory redemption. Each
notice of redemption will state (i) the redemption date,
(ii) the number or percentage of preferred shares to be
redeemed (which may be expressed as a percentage of such shares
outstanding), (iii) the CUSIP number(s) of such shares,
(iv) the redemption price (specifying the amount of
accumulated distributions to be included therein), (v) the
place or places where such shares are to be redeemed,
(vi) that distributions on the shares to be redeemed will
cease to accumulate on such redemption date, (vii) the
provision of the Statement of Preferences, as applicable, under
which the redemption is being made and (viii) any
conditions precedent to such redemption. No defect in the notice
of redemption or in the mailing thereof will affect the validity
of the redemption proceedings, except as required by applicable
law.
The holders of any preferred shares, whether subject to a
variable or fixed rate, will not have the right to redeem any of
their shares at their option.
Liquidation Preference. In the event of any
voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Fund, the holders of preferred shares will
be entitled to receive a preferential liquidating distribution,
which is expected to equal the original purchase price per
preferred share plus accumulated and unpaid dividends, whether
or not declared, before any distribution of assets is made to
holders of common shares. After payment of the full amount of
the liquidating distribution to which they are entitled, the
holders of preferred shares will not be entitled to any further
participation in any distribution of assets by the Fund.
47
Voting Rights. The 1940 Act requires that the
holders of any preferred shares, voting separately as a single
class, have the right to elect at least two Trustees at all
times. The remaining Trustees will be elected by holders of
common shares and preferred shares, voting together as a single
class. In addition, subject to the prior rights, if any, of the
holders of any other class of senior securities outstanding, the
holders of any preferred shares have the right to elect a
majority of the Trustees at any time two years dividends
on any preferred shares are unpaid. The 1940 Act also 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, 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 Funds 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 Funds ability to take any such
actions may be impeded to the extent that there are any
preferred shares outstanding. The Board of Trustees presently
intends that, except as otherwise indicated in this prospectus
and except as otherwise required by applicable law, holders of
preferred shares will have equal voting rights with holders of
common shares (one vote per share, unless otherwise required by
the 1940 Act) and will vote together with holders of common
shares as a single class.
The affirmative vote of the holders of a majority of the
outstanding preferred shares, voting as a separate class, will
be required to amend, alter or repeal any of the preferences,
rights or powers of holders of preferred shares so as to affect
materially and adversely such preferences, rights or powers, or
to increase or decrease the authorized number of preferred
shares. 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.
Book Entry. Fixed Rate Preferred Shares will
initially be held in the name of Cede & Co. as nominee
for DTC. The Fund will treat Cede & Co. as the holder
of record of preferred shares for all purposes. In accordance
with the procedures of DTC, however, purchasers of Fixed Rate
Preferred Shares will be deemed the beneficial owners of stock
purchased for purposes of dividends, voting and liquidation
rights.
Variable Rate Preferred Shares will initially be held by the
auction agent as custodian for Cede & Co., in whose
name the Variable Rate Preferred Shares will be registered. The
Fund will treat Cede & Co. as the holder of record of
the Variable Rate Preferred Shares for all purposes.
Outstanding
Securities
The following information regarding the Funds authorized
shares is as of March 31, 2011.
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Amount
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Outstanding
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Amount Held
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Exclusive of
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Amount
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by Fund or
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Amount Held
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Title of Class
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Authorized
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for its Account
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by Fund
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Common Shares
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Unlimited
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None
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60,039,937
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6.625% Series A Cumulative
Preferred Shares
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Unlimited
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None
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3,955,687
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ANTI-TAKEOVER
PROVISIONS OF THE FUNDS GOVERNING DOCUMENTS
The Fund presently has provisions in its Governing Documents
which could have the effect of limiting, in each case,
(i) the ability of other entities or persons to acquire
control of the Fund, (ii) the Funds freedom to engage
in certain transactions or (iii) the ability of the
Funds Trustees or shareholders to amend the Governing
Documents or effectuate changes in the Funds management.
These provisions of the Governing Documents of
48
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
(except, to ensure that the term of a class of the Funds
Trustees expires each year, one class of the Funds
Trustees will serve an initial one-year term and three-year
terms thereafter and another class of its Trustees will serve an
initial two-year term and three-year terms thereafter). Each
year the term of one class of Trustees will expire. Accordingly,
only those Trustees in one class may be changed in any one year,
and it would require a minimum of two years to change a majority
of the Board of Trustees. Such system of electing Trustees may
have the effect of maintaining the continuity of management and,
thus, make it more difficult for the shareholders of the Fund to
change the majority of Trustees. See Management of the
FundTrustees and Officers in the SAI. A Trustee of
the Fund may be removed with cause by a majority of the
remaining Trustees and, without cause, by two-thirds of the
remaining Trustees or by no less than two-thirds of the
aggregate number of votes entitled to be cast for the election
of such Trustee. Under the Funds By-Laws, advance notice
to the Fund of any shareholder proposal 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. Special
voting requirements of 75% of the outstanding voting shares (in
addition to any required class votes) apply to certain mergers
or a sale of all or substantially all of the Funds assets,
liquidation, conversion of the Fund into an open-end fund or
interval fund and amendments to several provisions of the
Declaration of Trust, including the foregoing provisions. In
addition, after completion of the offering, 80% of the holders
of the outstanding voting securities of the Fund voting as a
class is generally required in order to authorize any of the
following transactions:
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merger or consolidation of the Fund with or into any other
entity;
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issuance of any securities of the Fund to any person or entity
for cash, other than pursuant to the Dividend and Reinvestment
Plan or any offering if such person or entity acquires no
greater percentage of the securities offered than the percentage
beneficially owned by such person or entity immediately prior to
such offering or, in the case of a class or series not then
beneficially owned by such person or entity, the percentage of
common shares beneficially owned by such person or entity
immediately prior to such offering;
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sale, lease or exchange of all or any substantial part of the
assets of the Fund to any entity or person (except assets having
an aggregate fair market value of less than $5,000,000);
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sale, lease or exchange to the Fund, in exchange for securities
of the Fund, of any assets of any entity or person (except
assets having an aggregate fair market value of less than
$5,000,000); or
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the purchase of the Funds common shares by the Fund from
any person or entity other than pursuant to a tender offer
equally available to other shareholders in which such person or
entity tenders no greater percentage of common shares than are
tendered by all other shareholders; if such person or entity is
directly, or indirectly through affiliates, the beneficial owner
of more than 5% of the outstanding shares of the Fund.
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However, such vote would not be required when, under certain
conditions, the Board of Trustees approves the transaction.
In addition, shareholders have no authority to adopt, amend or
repeal By-Laws. The Board of Trustees has authority to adopt,
amend and repeal By-Laws consistent with the Declaration of
Trust (including to require approval by the holders of a
majority of the outstanding shares for the election of Trustees).
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.
49
The Governing Documents of the Fund are on file with the SEC.
For access to the full text of these provisions, see
Additional Information.
CLOSED-END
FUND STRUCTURE
The Fund is a non-diversified, closed-end management investment
company (commonly referred to as a closed-end fund). Closed-end
funds differ from open-end funds (which are generally referred
to as mutual funds) in that closed-end funds generally list
their shares for trading on a stock exchange and do not redeem
their shares at the request of the shareholder. This means that
if you wish to sell your 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 funds investments. By
comparison, closed-end funds are generally able to stay more
fully invested in securities that are consistent with their
investment objectives, to have greater flexibility to make
certain types of investments and to use certain investment
strategies such as financial leverage and investments in
illiquid securities.
Shares of closed-end funds often trade at a discount to their
net asset value. Because of this possibility and the recognition
that any such discount may not be in the interest of
shareholders, the Funds Board of Trustees might consider
from time to time engaging in open-market repurchases, tender
offers for shares or other programs intended to reduce a
discount. We cannot guarantee or assure, however, that the
Funds Board of Trustees will decide to engage in any of
these actions. Nor is there any guarantee or assurance that such
actions, if undertaken, would result in the shares trading at a
price equal or close to net asset value per share. The Board of
Trustees might also consider converting the Fund to an open-end
mutual fund, which would also require a supermajority vote of
the shareholders of the Fund and a separate vote of any
outstanding preferred shares. We cannot assure you that the
Funds common shares will not trade at a discount.
REPURCHASE
OF COMMON SHARES
The Fund is a non-diversified, closed-end management investment
company and as such its shareholders do not, and will not, have
the right to require the Fund to repurchase their shares. The
Fund, however, may repurchase its common shares from time to
time as and when it deems such a repurchase advisable. The Board
of Trustees has authorized such repurchases to be made when the
Funds common shares are trading at a discount from net
asset value of 7.5% or more (or such other percentage as the
Board of Trustees of the Fund may determine from time to time).
Although the Board of Trustees has authorized such repurchases,
the Fund is not required to repurchase its common shares. 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.
When the Fund repurchases its common shares for a price below
net asset value, the net asset value of the common shares that
remain outstanding shares will be enhanced, but this does not
necessarily mean that the market price of the outstanding common
shares will be affected, either positively or negatively. The
repurchase of common shares will reduce the total assets of the
Fund available for investment and may increase the Funds
expense ratio.
50
NET ASSET
VALUE
The net asset value of the Funds shares is computed based
on the market value of the securities it holds and is determined
daily as of the close of the regular trading day on the NYSE
Amex. For purposes of determining the Funds net asset
value per share, portfolio securities listed or traded on a
nationally recognized securities exchange or traded in the
U.S. over-the-counter
market for which market quotations are readily available are
valued at the last quoted sale price or a markets official
closing price as of the close of business on the day the
securities are being valued. If there were no sales that day,
the security is valued at the average of the closing bid and
asked prices, or, if there were no asked prices quoted on that
day, then the security is valued at the closing bid price on
that day. If no bid or asked prices are quoted on such day, the
security is valued at the most recently available price or if
the Board of Trustees so determines, by such other method as the
Board of Trustees shall determine in good faith to reflect its
fair market value. Portfolio securities traded on more than one
national securities exchange or market are valued according to
the broadest and most representative market, as determined by
the Investment Adviser.
Portfolio securities primarily traded on a foreign market are
generally valued at the preceding closing values of such
securities on the relevant market, but may be fair valued
pursuant to procedures established by the Board of Trustees if
market conditions change significantly after the close of the
foreign market but prior to the close of business on the day the
securities are being valued. Debt instruments with remaining
maturities of 60 days or less that are not credit impaired
are valued at amortized cost, unless the Board of Trustees
determines such amount does not reflect the securities
fair value, in which case these securities will be fair valued
as determined by the Board of Trustees. Debt instruments having
a maturity greater than 60 days for which market quotations
are readily available are valued at the average of the latest
bid and asked prices. If there were no asked prices quoted on
such day, the security is valued using the closing bid price.
Futures contracts are valued at the closing settlement price of
the exchange or board of trade on which the applicable contract
is traded.
Securities and assets for which market quotations are not
readily available are fair valued as determined by the Board of
Trustees. Fair valuation methodologies and procedures may
include, but are not limited to: analysis and review of
available financial and non-financial information about the
company; comparisons to the valuation and changes in valuation
of similar securities, including a comparison of foreign
securities to the equivalent U.S. dollar value ADR
securities at the close of the U.S. exchange; and
evaluation of any other information that could be indicative of
the value of the security.
The Fund obtains valuations on the basis of prices provided by a
pricing service approved by the Board of Trustees. All other
investment assets, including restricted and not readily
marketable securities, are valued in good faith at fair value
under procedures established by and under the general
supervision and responsibility of the Funds Board of
Trustees.
In addition, whenever developments in one or more securities
markets after the close of the principal markets for one or more
portfolio securities and before the time as of which the Fund
determines its net asset value would, if such developments had
been reflected in such principal markets, likely have more than
a minimal effect on the Funds net asset value per share,
the Fund may fair value such portfolio securities based on
available market information as of the time the Fund determines
its net asset value.
NYSE Amex Closings. The holidays (as observed)
on which the NYSE Amex is closed, and therefore days upon which
shareholders cannot purchase or sell shares, currently are: New
Years Day, Martin Luther King, Jr. Day,
Presidents Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day and on the
preceding Friday or subsequent Monday when a holiday falls on a
Saturday or Sunday, respectively.
LIMITATION
ON TRUSTEES AND OFFICERS LIABILITY
The Governing Documents provide that the Fund will indemnify its
Trustees and officers and may indemnify its employees or agents
against liabilities and expenses incurred in connection with
litigation in
51
which they may be involved because of their positions with the
Fund, to the fullest extent permitted by applicable law.
However, nothing in the Governing Documents protects or
indemnifies a Trustee, officer, employee or agent of the Fund
against any liability to which such person would otherwise be
subject in the event of such persons willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her position.
TAXATION
The following discussion is a brief summary of certain
U.S. federal income tax considerations affecting the Fund
and the purchase, ownership and disposition of the Funds
shares. A more complete discussion of the tax rules applicable
to the Fund and its shareholders can be found in the SAI that is
incorporated by reference into this prospectus. This discussion
assumes you are a U.S. person and that you hold your shares
as capital assets. This discussion is based upon current
provisions of the Code, the regulations promulgated thereunder
and judicial and administrative authorities, all of which are
subject to change or differing interpretations by the courts or
the Internal Revenue Service (the IRS), possibly
with retroactive effect. No ruling has been or will be sought
from the IRS regarding any matter discussed herein. Counsel to
the Fund has not rendered and will not render any legal opinion
regarding any tax consequences relating to the Fund or an
investment in the Fund. No attempt is made to present a detailed
explanation of all U.S. federal tax concerns affecting the
Fund and its shareholders (including shareholders owning large
positions in the Fund).
The discussion set forth herein does not constitute tax
advice and potential investors are urged to consult their own
tax advisers to determine the tax consequences to them of
investing in the Fund.
Taxation
of the Fund
The Fund has elected to be treated and has qualified, and
intends to continue to qualify annually, as a regulated
investment company under Subchapter M of the Code. Accordingly,
the Fund must, among other things, meet the following
requirements regarding the source of its income and the
diversification of its assets:
(i) The Fund must derive in each taxable year at least 90%
of its gross income from the following sources, which are
referred to herein as Qualifying Income:
(a) dividends, interest (including tax-exempt interest),
payments with respect to certain securities loans, and gains
from the sale or other disposition of stock, securities or
foreign currencies, or other income (including but not limited
to gain from options, futures and forward contracts) derived
with respect to its business of investing in such stock,
securities or foreign currencies; and (b) net income
derived from interests in publicly traded partnerships that are
treated as partnerships for U.S. federal income tax
purposes and that derive less than 90% of their gross income
from the items described in clause (a) above (each a
Qualified Publicly Traded Partnership).
(ii) The Fund must diversify its holdings so that, at the
end of each quarter of each taxable year (a) at least 50%
of the market value of the Funds total assets is
represented by cash and cash items, U.S. government
securities, the securities of other regulated investment
companies and other securities, with such other securities
limited, in respect of any one issuer, to an amount not greater
than 5% of the value of the Funds total assets and not
more than 10% of the outstanding voting securities of such
issuer and (b) not more than 25% of the market value of the
Funds total assets is invested in the securities of
(I) any one issuer (other than U.S. government
securities and the securities of other regulated investment
companies), (II) any two or more issuers (other than
regulated investment companies) that the Fund controls and that
are determined to be engaged in the same business or similar or
related trades or businesses or (III) any one or more
Qualified Publicly Traded Partnerships.
Income from the Funds investments in grantor trusts and
equity interest of MLPs that are not Qualified Publicly Traded
Partnerships (if any) will be Qualifying Income to the extent it
is attributable to items of income of such trust or MLP that
would be Qualifying Income if earned directly by the Fund.
52
Although in general the passive loss rules of the Code do not
apply to regulated investment companies, such rules do apply to
a regulated investment company with respect to items
attributable to an interest in a Qualified Publicly Traded
Partnership. The Funds investments in partnerships,
including in Qualified Publicly Traded Partnerships, may result
in the Fund being subject to state, local or foreign income,
franchise or withholding tax liabilities.
As a regulated investment company, the Fund generally will not
be subject to U.S. federal income tax on income and gains
that the Fund distributes to its shareholders, provided that it
distributes each taxable year at least the sum of (i) 90%
of the Funds investment company taxable income (which
includes, among other items, dividends, interest and the excess
of any net short-term capital gain over net long-term capital
loss and other taxable income, other than any net long-term
capital gain (as defined below), reduced by deductible expenses)
determined without regard to the deduction for dividends paid
and (ii) 90% of the Funds net tax-exempt interest
income (the excess of its gross tax-exempt interest over certain
disallowed deductions). The Fund intends to distribute
substantially all of such income at least annually. The Fund
will be subject to income tax at regular corporate rates on any
taxable income or gains that it does not distribute to its
shareholders.
The Code imposes a 4% nondeductible federal excise tax on the
Fund to the extent the Fund does not distribute by the end of
any calendar year an amount at least equal to the sum of
(i) 98% of its ordinary income (not taking into account any
capital gain or loss) for the calendar year, (ii) 98.2% of
its capital gain in excess of its capital loss (adjusted for
certain ordinary losses) for a one-year period generally ending
on October 31 of the calendar year (unless an election is made
to use the Funds fiscal year), and (iii) certain
undistributed amounts from previous years on which the Fund paid
no U.S. federal income tax. In addition, the minimum
amounts that must be distributed in any year to avoid the
federal excise tax will be increased or decreased to reflect any
under-distribution or over-distribution, as the case may be,
from the previous year. While the Fund intends to distribute any
income and capital gain in the manner necessary to minimize
imposition of the 4% federal excise tax, there can be no
assurance that sufficient amounts of the Funds taxable
income and capital gain will be distributed to entirely avoid
the imposition of the federal excise tax. In that event, the
Fund will be liable for the federal excise tax only on the
amount by which it does not meet the foregoing distribution
requirement.
If for any taxable year the Fund does not qualify as a regulated
investment company, all of its taxable income (including its net
capital gain) will be subject to tax at regular corporate rates
without any deduction for distributions to shareholders.
Taxation
of Shareholders
Distributions paid to you by the Fund from its net realized
long-term capital gains, if any, that the Fund reports as
capital gains dividends (capital gain dividends) are
taxable at rates applicable to long-term capital gain,
regardless of how long you have held your common shares. All
other dividends paid to you by the Fund (including dividends
from short-term capital gains) from its current or accumulated
earnings and profits (ordinary income dividends) are
generally subject to tax as ordinary income.
Any distributions you receive that are in excess of the
Funds current or accumulated earnings and profits will be
treated as a tax-free return of capital to the extent of your
adjusted tax basis in your common shares, and thereafter as
capital gain from the sale of common shares. The amount of any
Fund distribution that is treated as a tax-free return of
capital will reduce your adjusted tax basis in your common
shares, thereby increasing your potential gain or reducing your
potential loss on any subsequent sale or other disposition of
your common shares.
Dividends and other taxable distributions are taxable to you
even though they are reinvested in additional common shares of
the Fund. Dividends and other distributions paid by the Fund are
generally treated under the Code as received by you at the time
the dividend or distribution is made. If, however, the Fund pays
you a dividend in January that was declared in the previous
October, November or December and you were the shareholder of
record on a specified date in one of such months, then such
dividend will be treated for tax purposes as being paid by the
Fund and received by you on December 31 of the year in which the
dividend was declared.
53
The Fund will send you information after the end of each year
setting forth the amount and tax status of any distributions
paid to you by the Fund.
The sale or other disposition of common shares of the Fund will
generally result in capital gain or loss to you, and will be
long-term capital gain or loss if you have held such common
shares for more than one year at the time of sale. Any loss upon
the sale or exchange of common shares held for six months or
less will be treated as long-term capital loss to the extent of
any capital gain dividends received (including amounts credited
as an undistributed capital gain dividend) by you with respect
to such common shares. Any loss you realize on a sale or
exchange of common shares will be disallowed if you acquire
other common shares (whether through the automatic reinvestment
of dividends or otherwise) within a
61-day
period beginning 30 days before and ending 30 days
after your sale or exchange of the common shares. In such a
case, your tax basis in the common shares acquired will be
adjusted to reflect the disallowed loss.
The Fund may be required to withhold, for U.S. federal
backup withholding tax purposes, a portion of the dividends,
distributions and redemption proceeds payable to shareholders
who fail to provide the Fund (or its agent) with their correct
taxpayer identification number (in the case of individuals,
generally, their social security number) or to make required
certifications, or who have been notified by the IRS that they
are subject to backup withholding. Certain shareholders are
exempt from backup withholding. Backup withholding is not an
additional tax and any amount withheld may be refunded or
credited against your U.S. federal income tax liability, if
any, provided that you furnish the required information to the
IRS.
CUSTODIAN,
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Mellon, located at 135 Santilli Highway, Everett, Massachusetts
02149, serves as the Custodian of the Funds assets
pursuant to a custody agreement. Under the custody agreement,
the Custodian holds the Funds assets in compliance with
the 1940 Act. For its services, the Custodian will receive a
monthly fee paid by the Fund based upon, among other things, the
average value of the total assets of the Fund, plus certain
charges for securities transactions and
out-of-pocket
expenses.
American Stock Transfer, located at 59 Maiden Lane, New York,
New York 10038, serves as the Funds dividend disbursing
agent, as agent under the Funds Plan and as transfer agent
and registrar for the common shares of the Fund.
PLAN OF
DISTRIBUTION
We may sell the shares, being offered hereby in one or more of
the following ways from time to time:
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to underwriters or dealers for resale to the public or to
institutional investors;
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directly to institutional investors;
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directly to a limited number of purchasers or to a single
purchaser;
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through agents to the public or to institutional
investors; or
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through a combination of any of these methods of sale.
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The Prospectus Supplement with respect to each series of
securities will state the terms of the offering of the
securities, including:
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the offering terms, including the name or names of any
underwriters, dealers or agents;
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the purchase price of the securities and the net proceeds to be
received by us from the sale;
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any underwriting discounts or agency fees and other items
constituting underwriters or agents compensation,
which compensation for any sale will in no event exceed 8% of
the sales price;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to
dealers; and
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any securities exchange on which the securities may be listed.
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If we use underwriters or dealers in the sale, the securities
will be acquired by the underwriters or dealers for their own
account and may be resold from time to time in one or more
transactions, including;
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negotiated transactions;
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at a fixed public offering price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to prevailing market prices; or
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at negotiated prices.
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Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in the sale of any securities, the
securities may be either offered to the public through
underwriting syndicates represented by managing underwriters, or
directly by underwriters. Generally, the underwriters
obligations to purchase the securities will be subject to
certain conditions precedent. The underwriters will be obligated
to purchase all of the securities if they purchase any of the
securities.
If indicated in an applicable Prospectus Supplement, we may sell
the securities through agents from time to time. The applicable
Prospectus Supplement will name any agent involved in the offer
or sale of the securities and any commissions we pay to them. In
compliance with the guidelines of the Financial Industry
Regulatory Authority, Inc., the maximum compensation to any
agent in connection with the sale of our securities pursuant to
this prospectus and any accompanying Prospectus Supplement may
not exceed 8% of the aggregate offering price of the securities
as set forth on the cover page of the supplement to this
prospectus. Generally, any agent will be acting on a best
efforts basis for the period of its appointment. We may
authorize underwriters, dealers or agents to solicit offers by
certain purchasers to purchase the securities from us at the
public offering price set forth in the applicable Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. The
delayed delivery contracts will be subject only to those
conditions set forth in the applicable Prospectus Supplement,
and the applicable Prospectus Supplement will set forth any
commissions we pay for solicitation of these delayed delivery
contracts.
Offered securities may also be offered and sold, if so indicated
in the applicable Prospectus Supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption
or repayment pursuant to their terms, or otherwise, by one or
more remarketing firms, acting as principals for their own
accounts or as agents for us. Any remarketing firm will be
identified and the terms of its agreements, if any, with us and
its compensation will be described in the applicable Prospectus
Supplement.
Agents, underwriters and other third parties described above may
be entitled to indemnification by us against certain civil
liabilities under the Securities Act, or to contribution with
respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents, underwriters and
such other third parties may be customers of, engage in
transactions with, or perform services for us in the ordinary
course of business.
Each series of securities will be a new issue of securities and
will have no established trading market other than our common
shares and Preferred Shares, which are listed on the NYSE Amex.
Any common shares sold will be listed on NYSE Amex, upon
official notice of issuance. The securities, other than the
common shares, may or may not be listed on a national securities
exchange. Any underwriters to whom securities are sold by us for
public offering and sale may make a market in the securities,
but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice.
55
LEGAL
MATTERS
Certain legal matters will be passed on by Skadden, Arps, Slate,
Meagher & Flom LLP, counsel to the Fund in connection
with the offering of the Funds shares.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP serves as the independent registered
public accounting firm of the Fund and audits the financial
statements of the Fund. PricewaterhouseCoopers LLP is located at
300 Madison Avenue, New York, New York 10017.
ADDITIONAL
INFORMATION
The Fund is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the 1940 Act,
and in accordance therewith files reports and other information
with the SEC. Reports, proxy statements and other information
filed by the Fund with the SEC pursuant to the informational
requirements of such Acts can be inspected and copied at the
public reference facilities maintained by the SEC,
100 F Street, N.E., Washington, D.C. 20549. The
SEC maintains a web site at
http://www.sec.gov
containing reports, proxy and information statements and other
information regarding registrants, including the Fund, that file
electronically with the SEC.
The common shares are listed on the NYSE Amex under the symbol
GGN. The Preferred Shares are listed on the NYSE
Amex under the symbol GGN PrA. Reports, proxy
statements and other information concerning the Fund and filed
with the SEC by the Fund will be available for inspection at the
NYSE Amex, 11 Wall Street, New York, New York, 10005.
This prospectus constitutes part of a Registration Statement
filed by the Fund with the SEC under the Securities Act of 1933
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 common shares offered hereby. Any statements
contained herein concerning the provisions of any document are
not necessarily complete, and, in each instance, reference is
made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.
The complete Registration Statement may be obtained from the SEC
upon payment of the fee prescribed by its rules and regulations
or free of charge through the SECs web site
(http://www.sec.gov).
PRIVACY
PRINCIPLES OF THE FUND
The Fund is committed to maintaining the privacy of its
shareholders and to safeguarding their non-public personal
information. The following information is provided to help you
understand what personal information the Fund collects, how the
Fund protects that information and why, in certain cases, the
Fund may share information with select other parties.
Generally, the Fund does not receive any non-public personal
information relating to its shareholders, although certain
non-public personal information of its shareholders may become
available to the Fund. The Fund does not disclose any non-public
personal information about its shareholders or former
shareholders to anyone, except as permitted by law or as is
necessary in order to service shareholder accounts (for example,
to a transfer agent or third party administrator).
The Fund restricts access to non-public personal information
about its shareholders to employees of the Fund, the Investment
Adviser, and its affiliates with a legitimate business need for
the information. The Fund maintains physical, electronic and
procedural safeguards designed to protect the non-public
personal information of its shareholders.
56
TABLE OF
CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
An SAI dated as of June 9, 2011, 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:
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Page
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The Fund
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3
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Investment Objectives and Policies
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3
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Investment Restrictions
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14
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Management of The Fund
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16
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Dividends and Distributions
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29
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Portfolio Transactions
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30
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Portfolio Turnover
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30
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Taxation
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31
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General Information
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38
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Appendix AProxy Voting Policy
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A-1
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No dealer, sales person or other person has been authorized to
give any information or to make any representations in
connection with this offering other than those contained in this
Prospectus in connection with the offer contained herein, and,
if given or made, such other information or representations must
not be relied upon as having been authorized by the Fund, the
Investment Adviser or the underwriters. Neither the delivery of
this Prospectus nor any sale made hereunder will, under any
circumstances, create any implication that there has been no
change in the affairs of the Fund since the date hereof or that
the information contained herein is correct as of any time
subsequent to its date. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any
securities other than the securities to which it relates. This
Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy such securities in any
circumstance in which such an offer or solicitation is unlawful.
57
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THE GAMCO
GLOBAL GOLD,
NATURAL RESOURCES
& INCOME TRUST
by
Gabelli
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Up to 10,000,000 Common
Shares of Beneficial Interest
PROSPECTUS SUPPLEMENT
December 22, 2011