Exhibit (a)(ii)

“ Commission ” means the Securities and Exchange Commission.

 

“ Cure Date ” shall have the meaning set forth in paragraph 4(a) of Part II hereof.

16

Exhibit (e)

 

AUTOMATIC DIVIDEND REINVESTMENT

AND VOLUNTARY CASH PURCHASE PLANS

 

Enrollment in the Plan

 

It is the policy of The Gabelli Go Anywhere Trust (the "Fund") to automatically reinvest dividends payable to common shareholders. As a "registered" shareholder you automatically become a participant in the Fund's Automatic Dividend Reinvestment Plan (the Plan"). The Plan authorizes the Fund to credit shares of common stock to participants upon an income dividend or a capital gains distribution regardless of whether the shares are trading at a discount or a premium to net asset value. All distributions to shareholders whose shares are registered in their own names will be automatically reinvested pursuant to the Plan in additional shares of the Fund. Plan participants may send their stock certificates to [ ] to be held in their dividend reinvestment account. Registered shareholders wishing to receive their distributions in cash must submit this request in writing to:

 

	The Gabelli Go Anywhere Trust
	c/o [ ]

 

Shareholders requesting this cash election must include the shareholder's name and address as they appear on the share certificate. Shareholders with additional questions regarding the Plan or requesting a copy of the terms of the Plan may contact [              ] at [(800)              ].

 

If your shares are held in the name of a broker, bank, or nominee, you should contact such institution. If such institution is not participating in the Plan, your account will be credited with a cash dividend. In order to participate in the Plan through such institution, it may be necessary for you to have your shares taken out of "street name" and re-registered in your own name. Once registered in your own name your dividends will be automatically reinvested. Certain brokers participate in the Plan. Shareholders holding shares in "street name" at participating institutions will have dividends automatically reinvested. Shareholders wishing a cash dividend at such institution must contact their broker to make this change.

 

The number of shares of common stock distributed to participants in the Plan in lieu of cash dividends is determined in the following manner. Under the Plan, whenever the market price of the Fund's common stock is equal to or exceeds net asset value at the time shares are valued for purposes of determining the number of shares equivalent to the cash dividends or capital gains distribution, participants are issued shares of common stock valued at the greater of (i) the net asset value as most recently determined or (ii) 95% of the then current market price of the Fund's common stock. The valuation date is the dividend or distribution payment date or, if that date is not a [                      ] trading day, the next trading day. If the net asset value of the common stock at the time of valuation exceeds the market price of the common stock, participants will receive shares from the Fund valued at market price. If the Fund should declare a dividend or capital gains distribution payable only in cash, [ ] will buy common stock in the open market, or on the [  ] or elsewhere, for the participants' accounts, except that [  ] will endeavor to terminate purchases in the open market and cause the Fund to issue shares at net

 

 

asset value if, following the commencement of such purchases, the market value of the common stock exceeds the then current net asset value.

 

The automatic reinvestment of dividends and capital gains distributions will not relieve participants of any income tax which may be payable on such distributions. A participant in the Plan will be treated for federal income tax purposes as having received, on a dividend payment date, a dividend or distribution in an amount equal to the cash the participant could have received instead of shares.

 

Voluntary Cash Purchase Plan

 

The Voluntary Cash Purchase Plan is yet another vehicle for our shareholders to increase their investment in the Fund. In order to participate in the Voluntary Cash Purchase Plan, shareholders must have their shares registered in their own name.

 

Participants in the Voluntary Cash Purchase Plan have the option of making additional cash payments to [                 ] for investments in the Fund's shares at the then current market price. Shareholders may send an amount from $250 to $10,000. [             ] will use these funds to purchase shares in the open market on or about the 1" and 15th of each month. [                   ] 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 any voluntary cash payments be sent to [                    [ such that [      ] receives such payments approximately 10 days before the l and 15th of the month. Funds not received at least five days before the investment date shall be held for investment until the next purchase date. A payment may be withdrawn without charge if notice is received by [                           ] at least 48 hours before such payment is to be invested.

 

Shareholders wishing to liquidate shares held at [                    ] must do so in writing or by telephone. Please submit your request to the above mentioned address or telephone number. Include in your request your name, address, and account number. The cost to liquidate shares is $2.50 per transaction as well as the brokerage commission incurred. Brokerage charges are expected to be less than the usual brokerage charge for such transactions.

 

For more information regarding the Automatic Dividend Reinvestment Plan and Voluntary Cash Purchase Plan, brochures are available by calling (914) 921-5070 or by writing directly to the Fund.

 

The Fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to written notice of the change sent to the members of the Plan at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by [                                           ] on at least 90 days written notice to participants in the Plan.

 

Exhibit (h)(i)

 

The Gabelli Go Anywhere Trust

 

DISTRIBUTION AGREEMENT

 

 

[       ] Common Shares of Beneficial Interest, Par Value $0.001 Per Share

 

 and

 

[            ] Series A Cumulative Puttable and Callable Preferred Shares, Par Value $0.001 Per Share

 

 

DISTRIBUTION AGREEMENT

_________________, 2015

G.research, Inc.

One Corporate Center

Rye, New York 10580

Ladies and Gentlemen:

The Gabelli Go Anywhere Trust (the “ Fund ”), a statutory trust organized and existing under and by virtue of the laws of the State of Delaware, proposes to issue and sell (the “ Offering ”) through G.research, Inc. (the “ Distributor ”), as agent, as many as [          ] common shares of beneficial interest, par value $0.001 (the “ Common Shares ”), and [        ] Series A Cumulative Puttable and Callable Preferred Shares, par value $0.001 (the “ Preferred Shares ,” and together with the Common Shares, the “ Shares ”), to be offered in combinations each consisting of three Common Shares and one Preferred Share (the “ Combinations ”). The term “ Maximum Amount ” shall refer to the total number of Shares registered for sale pursuant to the Registration Statement (as defined below).

 

The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the “ Securities Act ”), and with the provisions of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively called the “ Investment Company Act ”), with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form N-2  (File Nos. 333-202459 and 811-23035), including a prospectus and a statement of additional information, relating to the Shares.  In addition, the Fund has filed a Notification of Registration on Form N-8A (the “ Notification ”) pursuant to Section 8 of the Investment Company Act.

The Fund has prepared and filed, in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “ Exchange Act ”), and the Commission has declared effective, a registration statement (as amended, the “ Exchange Act Registration Statement ”) on Form 8-A (File No. 001-[  ]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the Common Shares, the Preferred Shares and the Combinations.

Except where the context otherwise requires, “ Registration Statement ,” as used herein, means the Fund’s registration statement (File Nos. 333-202459 and 811-23035) on Form N-2, as amended (if applicable), at the time it became effective for purposes of Section 11 of the Securities Act, as such section applies to the Distributor (the “ Effective Time ”), including information included in the Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of the Registration Statement at the time it became effective pursuant to Rule 430A (the

“ Rule 430A Information ”); provided that, if a Rule 462(b) Registration Statement is filed with the Commission, then the term “ Registration Statement ” shall also include such Rule 462(b) Registration Statement. “ Rule 462(b) Registration Statement ” means a registration statement filed by the Fund pursuant to Rule 462(b) for the purpose of registering any of the Common Shares, Preferred Shares or Combinations under the Securities Act, including the Rule 430A Information.

Except where the context otherwise requires, “ Prospectus ,” as used herein, means the final prospectus (including the statement of additional information incorporated therein by reference) relating to the Offering contemplated by this Distribution Agreement, as amended or supplemented from time to time, and as filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to the Distributor for its use in connection with the Offering.

“ Sales Materials ” means those advertising materials, sales literature or other promotional materials or documents, if any, constituting an advertisement pursuant to Rule 482 under the Securities Act authorized or prepared by the Fund or authorized or prepared on behalf of the Fund by the Investment Adviser (as defined below) or any representative thereof for use in connection with the Offering; provided , however , that Sales Materials do not include any slides, tapes or other materials or documents that constitute a “written communication” (as defined in Rule 405 under the Securities Act) used in connection with a “road show” or a “bona fide electronic road show” (each as defined in Rule 433 under the Securities Act) related to the Offering contemplated hereby (collectively, “ Road Show Materials ”).

“ Applicable Time ” means the time as of which this Distribution Agreement was entered into, which shall be 9:00 A.M. (New York City time) on the date of this Distribution Agreement (or such other time as is agreed to by the Fund and the Distributor).

Gabelli Funds, LLC, a New York limited liability company (the “ Investment Adviser ”), acts as the Fund’s investment adviser pursuant to an Investment Advisory Agreement by and between the Fund and the Investment Adviser, dated as of [   ], 2015 (the “ Investment Advisory Agreement ”).  [   ] acts as the custodian (the “ Custodian ”) of the Fund’s cash and portfolio assets pursuant to the Custodian Services Agreement, dated as of [], 2015 (the “ Custodian Agreement ”).  [] acts as the Fund’s transfer agent, registrar, and dividend disbursing agent (the “ Transfer Agent ”) pursuant to a Transfer Agency Agreement, dated as of [], 2015 (the “ Transfer Agency Agreement ”).  [] acts as the sub-administrator of the Fund pursuant to a Sub-Administration Agreement, dated as of [], 2015 (the “ Sub-Administration Agreement ”). [] (the “ Escrow Agent ”) acts as the escrow agent of the Fund pursuant to an Escrow Agent Agreement, dated as of [], 2015 (the “ Escrow Agent Agreement ”).

As used in this Distribution Agreement, “ business day ” shall mean a day on which the New York Stock Exchange (the “ NYSE ”) is open for trading.  The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Distribution

 

Agreement, shall in each case refer to this Distribution Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Distribution Agreement.  The term “or,” as used herein, is not exclusive.

The Fund, the Investment Adviser and the Distributor agree as follows:

1.	Agreement to Act as Distributor .

(a)

Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth:

(i)

The Fund agrees to issue and sell through the Distributor, as agent, and the Distributor agrees to sell, as agent for the Fund, on a best efforts basis, up to the Maximum Amount of the Shares during the term of this Distribution Agreement on the terms set forth herein.

(ii)

The Fund hereby authorizes other soliciting broker-dealers (each a “ Soliciting Dealer ” and collectively, the “ Soliciting Dealers ”) that enter into a Soliciting Dealer Agreement with the Distributor in substantially the form attached hereto as Schedule A, to solicit the sale of Shares.

(iii)

The Distributor hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares as described in the Registration Statement and Prospectus in amounts (including as Combinations) and at prices as directed by the Fund. The Distributor agrees to sell Shares in accordance with the Securities Act, the Investment Company Act and the Exchange Act, and its customary practice subject to the terms and conditions of this Distribution Agreement, the procedures described in the Registration Statement and the Prospectus.

(iv)

The Distributor agrees to be bound by the terms of the Escrow Agent Agreement.

(b)

Promptly after the effective date of the Registration Statement, but in no event earlier than June [ ], 2015, the Distributor and the Soliciting Dealers shall commence the Offering of the Shares for cash to the public in jurisdictions in which the Shares, including as Combinations, are registered or qualified for sale or in which such Offering is otherwise permitted. The Distributor and Soliciting Dealers shall cease the Offering of the Shares at 5:00 p.m., New York City time on the Expiration Date (the term “ Expiration Date ” means July [ ], 2015, unless and until the Fund shall, in its sole discretion, have extended the period for which the Offering is open, in which event the term “ Expiration Date ” with respect

to the Offering will mean the latest time and date on which the Offering, as so extended by the Fund, will expire).

(c)

In rendering the services contemplated by this Distribution Agreement, the Distributor acknowledges that it is not authorized to (i) use any solicitation material other than the Prospectus (as supplemented or amended, if applicable) and the Sales Materials or (ii) to make any representation, oral or written, to any shareholders or prospective shareholders of the Fund that is not contained in the Prospectus (as supplemented or amended, if applicable) or the Sales Materials, in each case unless previously authorized to do so in writing by the Fund.

(d)

In rendering the services contemplated by this Distribution Agreement, the Distributor will not be subject to any liability to the Fund or the Investment Adviser or any of its affiliates, for any act or omission on the part of any Soliciting Dealer (except with respect to the Distributor acting in such capacity) or any other person, and the Distributor will not be liable for acts or omissions in performing its obligations under this Distribution Agreement, except for any losses, claims, damages, liabilities and expenses that are finally judicially determined to have resulted primarily from the bad faith, willful misconduct or gross negligence of the Distributor or by reason of the reckless disregard of the obligations and duties of the Distributor under this Distribution Agreement.

(e)

The Distributor represents and warrants that it will not represent or imply that the Escrow Agent has investigated the desirability or advisability of investment in the Fund, or has approved, endorsed or passed upon the merits of the Shares or the Fund, nor will it use the name of the Escrow Agent in its capacity as escrow agent in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgment that it has agreed to serve as escrow agent.

(f)

The Distributor may, if it reasonably believes one of the conditions under Section 9(a) below exists, upon notice to the Fund by telephone (confirmed promptly by telecopy or hand delivery), at any time and from time to time suspend the Offering; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice and that such suspension shall last no more than ten (10) business days, at which time the Distributor shall either cease such suspension or notify the Fund that this Distribution Agreement is being terminated pursuant to Section 9 below, subject to the terms and conditions hereof.  The Fund may, upon notice to the Distributor by telephone (confirmed promptly by telecopy or hand delivery), at any time and from time to time suspend the Offering; provided, however, that such suspension shall not affect or

impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.

2.	Solicitation Fees

(a)

The Fund agrees to pay the Distributor a solicitation fee equal to 1.00% of the gross sales price per Combination (the “ Solicitation Fee ”) for each Combination sold under this Distribution Agreement as determined by further agreement between the Distributor and the Fund from time to time with respect to particular sales.

(b)

The proceeds remaining after deduction of the Solicitation Fee and further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect to such sale shall constitute the net proceeds to the Fund for such Shares (the “ Net Proceeds ”).

(c)

In full payment for the soliciting efforts to be rendered, the Distributor agrees to reallow the entire Solicitation Fee to Soliciting Dealers (the “ Commission ”), where such Soliciting Dealer is so designated on the subscription form.  The Distributor has the same rights as the other Soliciting Dealers with respect to Commissions.  The Distributor agrees to pay the Commissions to the broker-dealer designated on the applicable portion of the subscription form.

(d)

Payment to the Distributor by the Fund will be in the form of a wire transfer of same day funds from the Fund or the Escrow Agent to an account or accounts identified by the Distributor.  Such payment will be made on the date on which the Fund issues the Shares after the Expiration Date.  Payment to a Soliciting Dealer will be made by the Distributor to such Soliciting Dealer by check or wire transfer to an address or account identified by such broker-dealer.  Such payments shall be made on or before the tenth business day following the day the Fund issues the Shares after the Expiration Date.

(e)

Notwithstanding the foregoing, no Solicitation Fees, payments or amounts whatsoever will be paid to the Distributor under this Section 2 unless or until subscriptions for the purchase of Shares have been accepted by the Fund and the gross proceeds of the Shares sold are received by the Fund.

3.	Submission of Orders .

(a)

Those persons who place orders for the purchase of Shares will be instructed by the Distributor or a Soliciting Dealer to make their checks, drafts, wires, Automated Clearing House (ACH) or money orders (collectively, “ Instruments of Payment ”) payable to the order of [“[                 ], Escrow Agent for The Gabelli Go Anywhere Trust,” or a

recognizable contraction or abbreviation thereof,] and the Distributor or Soliciting Dealer may instruct such persons to remit their Instruments of Payment directly to the Escrow Agent. If the Distributor or a Soliciting Dealer receives an Instrument of Payment made payable to a party other than the Escrow Agent, or otherwise not conforming to the instructions set forth in the Escrow Agreement, the Distributor or Soliciting Dealer shall return such Instrument of Payment directly to such subscriber in a timely fashion in accordance with applicable law, and if the Escrow Agent receives an Instrument of Payment made payable to a party other than the Escrow Agent, or otherwise not conforming to the instructions set forth in the Escrow Agreement, the Distributor may authorize the Escrow Agent to return such Instrument of Payment directly to such subscriber in a timely fashion in accordance with applicable law.  Instruments of Payment received by the Distributor which conform to the instructions set forth in the Escrow Agreement shall be transmitted for deposit pursuant to one of the methods described in this Section 3.  The Distributor may authorize certain Soliciting Dealers which are “$250,000 broker-dealers” to instruct their customers to make their Instruments of Payment for Shares subscribed for payable directly to the Soliciting Dealer.  In such case, the Soliciting Dealer will collect the proceeds of the subscribers’ Instruments of Payment and issue an Instrument of Payment for the aggregate amount of the subscription proceeds made payable to the order of the Escrow Agent. Instruments of Payment of rejected subscribers will be promptly returned to such subscribers. Transmittal of received investor funds will be made in accordance with the following procedures.

(b)

Where, pursuant to a Soliciting Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents and Instruments of Payment are received from subscribers, Instruments of Payment will be transmitted by noon Eastern Time of the next business day following receipt by the Soliciting Dealer to the Escrow Agent.

(c)

Where, pursuant to a Soliciting Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, Instruments of Payment will be transmitted by 5:00 pm Eastern Time of the next business day following receipt by the Soliciting Dealer to the office of the Soliciting Dealer conducting such final internal supervisory review (the “ Final Review Office ”).  The Final Review Office will in turn transmit by noon Eastern Time of the next business day following receipt at a different location by the Final Review Office such Instruments of Payment to the Escrow Agent.

(d)

Instruments of Payment shall be mailed or delivered to the Escrow Agent as follows:

[           ], as escrow agent for

The Gabelli Go Anywhere Trust

[Address]

[Phone]

[Wire Instructions, if permitted]

(e)

If requested by the Fund, the Distributor shall obtain, and shall cause the Soliciting Dealers to obtain, from subscribers for the Shares, other documentation reasonably deemed by the Fund to be required under applicable law or as may be necessary to reflect the policies of the Fund.  Such documentation may include, without limitation, subscribers’ written acknowledgement and agreement to the privacy policies of the Fund. Subscriptions will be effective only upon the Fund’s acceptance, and the Fund reserves the right to reject any subscription in whole or in part.

4.	Representations and Warranties of the Fund and the Investment Adviser .  Each of the Fund and the Investment Adviser jointly and severally represents and warrants to the Distributor as of the date of this Distribution Agreement and as of the Expiration Date, as follows:

(a)

The Fund meets the requirements for use of Form N-2 under the Securities Act and the Investment Company Act.  At the time the Registration Statement became or becomes effective, the Registration Statement did or will contain all statements required to be stated therein in accordance with and did or will comply in all material respects with the requirements of the Securities Act and the Investment Company Act and did not or will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  From the time the Registration Statement became or becomes effective through the Expiration Date, the Prospectus and the other Sales Materials will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, Prospectus or Sales Materials made in reliance upon and in conformity with information relating to the Distributor furnished to the Fund in writing by the Distributor expressly for use in the Registration Statement, Prospectus or other Sales Materials.

(b)

The Fund (i) has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, (ii) has full statutory trust power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus, (iii) currently maintains all necessary licenses, permits, consents, orders, approvals and other authorizations (collectively, the

“ Licenses and Permits ”) necessary to carry on its business as contemplated in the Prospectus, (iv) has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and (v) is duly qualified to do business and in good standing in each jurisdiction wherein it owns or leases real property or in which the conduct of its business requires such qualification, except where the failure to obtain or maintain such Licenses and Permits, to make such filings or be so qualified and in good standing would not have a material adverse effect upon the Fund’s business, properties, management, prospects, financial position or results of operations.  The Fund has no subsidiaries.

(c)

The Fund is duly registered with the Commission under the Investment Company Act as a closed-end, non-diversified management investment company, no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the best of the Fund’s and the Investment Adviser’s knowledge, threatened by the Commission, all required action has been taken by the Fund under the Securities Act and the Investment Company Act to make the public offering and to consummate the issuance of the Shares, and the provisions of the Fund’s certificate of trust, declaration of trust and by-laws, as amended to the date hereof (the “ Organizational Documents ”) comply as to form in all material respects with the requirements of the Investment Company Act.

(d)

[          ], the independent registered public accounting firm which certified the financial statements of the Fund set forth or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm as required by the Investment Company Act, the Securities Act and by the rules of the Public Company Accounting Oversight Board.

(e)

The financial statements of the Fund, together with the related notes and schedules thereto, set forth or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition of the Fund as of the dates or for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis.

(f)

The capitalization of the Fund is as set forth in the Registration Statement and the Prospectus.  The Common Shares and Preferred Shares each conform in all material respects to the descriptions in the Prospectus.  All the outstanding Common Shares and Preferred Shares have been duly authorized and are validly issued, fully paid and nonassessable.  The Common Shares and Preferred Shares to be issued and sold in accordance with this Distribution Agreement against payment therefor as provided by this Distribution Agreement have been duly authorized and when issued and delivered will have been validly issued and will be fully paid and

nonassessable.  No person is entitled to any preemptive or other similar rights with respect to the Common Shares and Preferred Shares.

(g)

This Distribution Agreement has been duly authorized, executed and delivered by the Fund.  Each of the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Sub-Administration Agreement, the Escrow Agent Agreement and the Dividend Reinvestment Plan (collectively, all the foregoing agreements set forth in this sentence are the “ Fund Agreements ”), has been duly authorized, executed and delivered by the Fund; each of the Fund Agreements complies with all applicable provisions of the Investment Company Act, the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”) and the rules and regulations under such Acts; and, assuming due authorization, execution and delivery by the other parties thereto, each of the Fund Agreements constitutes a legal, valid, binding and enforceable obligation of the Fund, subject to the qualification that the enforceability of the Fund’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and, in the case of the Investment Advisory Agreement, to termination under the Investment Company Act.

(h)

Neither the issuance of Common Shares and Preferred Shares pursuant to this Offering nor the execution, delivery, performance and consummation by the Fund of any other of the transactions contemplated in this Distribution Agreement and the Fund Agreements, nor the consummation of the transactions contemplated in this Distribution Agreement or in the Registration Statement or the Prospectus, nor the fulfillment of the terms hereof or thereof will conflict with or violate the Organizational Documents, or conflict with, result in a breach or violation of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Fund under the Organizational Documents, or under the terms and provisions of any material agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Fund is a party or by which it may be bound or to which any of the property or assets of the Fund is subject, nor will such action result in any violation of any order, law, rule or regulation of any court or governmental agency or body having jurisdiction over the Fund or any of its properties.

(i)

There is no pending or, to the knowledge of the Fund or the Investment Adviser, threatened action, suit, claim, investigation or proceeding affecting the Fund or to which the Fund is a party before or by any court or governmental agency, authority or body or any arbitrator which might

result in any material adverse change in the condition (financial or other), business prospects, net worth or operations of the Fund, or which might materially and adversely affect the properties or assets thereof of a character required to be disclosed in the Registration Statement or the Prospectus or the consummation of the transactions contemplated hereby.

(j)

There are no franchises, contracts or other documents of the Fund that are material or otherwise required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement which are not described or filed or incorporated by reference therein as permitted by the Securities Act and the Investment Company Act.

(k)

No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any court or governmental agency or body is required for the consummation by the Fund of the transactions contemplated by this Distribution Agreement or the Fund Agreements to be consummated by the Fund, except such as have been obtained under the Investment Company Act, the Securities Act and the Exchange Act, any NYSE rules, or by the Financial Industry Regulatory Authority Inc. (“ FINRA ”).

(l)

Prior to their issuance, the Common Shares and the Preferred Shares will have been duly approved for listing, subject to official notice of issuance, on the NYSE, as applicable. Prior to their offering, Combinations will have been duly approved for listing, subject to official notice of issuance, on the NYSE.

(m)

The Fund (A) has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Common Shares or the Preferred Shares or the sale of Combinations, (B) has not since the filing of the Registration Statement sold, bid for or purchased, or paid anyone any compensation for soliciting purchases of, Common Shares or Preferred Shares of the Fund and (C) will not, until the later of the expiration of the Offering (within the meaning of the anti-manipulation rules under the Exchange Act), sell, bid for or purchase, pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund; provided that any action in connection with the Fund’s automatic dividend reinvestment and voluntary cash purchase plan will not be deemed to be within the terms of this Section 4(m).

(n)

The Fund intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to comply, with the requirements of Subchapter M of the

Internal Revenue Code of 1986, as amended (“ Subchapter M of the Code ”), and intends to qualify as a regulated investment company under Subchapter M of the Code.

(o)

The Fund intends to direct the investment of the proceeds of the offering described in the Registration Statement and the Prospectus in such a manner as to comply, with the asset coverage and other applicable requirements of the Investment Company Act.

(p)

The Fund has (a) appointed a Chief Compliance Officer and (b) adopted and implemented written policies and procedures which the Board of Trustees of the Fund has determined are reasonably designed to prevent violations of the federal securities laws in a manner required by and consistent with Rule 38a-1 of the rules and regulations under the Investment Company Act and is in compliance in all material respects with such Rule.

(q)

The Sales Materials comply with in all material respects the requirements of the Securities Act, the Investment Company Act and the rules and interpretations of FINRA.  Other than the Sales Materials, the Fund has not, without the written permission of the Distributor, used, approved, prepared or authorized any letters from the Fund to securities dealers, commercial banks and other nominees or any newspaper announcements or other offering materials and information in connection with the Offering; provided, however, that any use of transmittal documentation and subscription documentation independently prepared by the Distributor, broker-dealers, trustees, nominees or other financial intermediaries shall not cause a violation of this section 4(q).

(r)

Any Sales Materials authorized in writing by or prepared by the Fund or the Investment Adviser used in connection with the issuance of the Shares does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(s)

The Fund maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(t)

The Fund has established and maintains disclosure controls and procedures; such disclosure controls and procedures (as such term is defined in Rule 30a-3 under the Investment Company Act) are designed to ensure that material information relating to the Fund is made known to the Fund’s Chief Executive Officer and its Chief Financial Officer, or any other persons of similar title, by others within the Fund, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Fund’s independent registered public accounting firm and the Audit Committee of the Board of Trustees of the Fund have been advised of: (A) any significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect the Fund’s ability to record, process, summarize, and report financial data; and (B) any fraud, whether or not material, that involves management or other employees who have a role in the Fund’s internal controls over financial reporting; any material weaknesses in the Fund’s internal controls over financial reporting have been identified for the Fund’s independent registered public accounting firm; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls over financial reporting or in other factors that could materially affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

(u)

The Fund and its officers and trustees, in their capacities as such, are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(v)

Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to any of them), to the Fund’s knowledge, after due inquiry, no trustee of the Fund is an “interested person” (as defined in the Investment Company Act) of the Fund or an “affiliated person” (as defined in the Investment Company Act) of the Distributor.

 

5.	Representations and Warranties of the Investment Adviser .  The Investment Adviser represents to the Distributor as of the date of this Distribution Agreement and as of the Expiration Date, as follows:

(a)

The Investment Adviser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of New York, has full power and authority (corporate and other) to own its properties and assets and conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign corporation and currently maintains all necessary Licenses and Permits in each jurisdiction wherein it owns or leases real property or in which the conduct of its business requires such

qualification, except where the failure to be so qualified would not have a material adverse effect upon the Investment Adviser’s business, properties, financial position or operations.

(b)

The Investment Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act, or the rules and regulations under such Acts, from acting as investment adviser for the Fund as contemplated in the Prospectus and the Investment Advisory Agreement.

(c)

This Distribution Agreement has been duly authorized, executed and delivered by the Investment Adviser. Each of the Investment Advisory Agreement and the Sub-Administration Agreement (collectively, all the foregoing agreements set forth in this sentence are the “ Adviser Agreements ”), has been duly authorized, executed and delivered by the Adviser; each of the Adviser Agreements complies with all applicable provisions of the Investment Company Act, the Advisers Act and the rules and regulations under such Acts; and, assuming due authorization, execution and delivery by the other parties thereto, each of the Adviser Agreements constitutes a legal, valid, binding and enforceable obligation of the Adviser, subject to the qualification that the enforceability of the Adviser’s obligations thereunder may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and, in the case of the Investment Advisory Agreement, to termination under the Investment Company Act.

(d)

Neither the execution, delivery, performance and consummation by the Investment Adviser of its obligations under this Distribution Agreement or the Adviser Agreements, nor the consummation of the transactions contemplated herein or therein or in the Registration Statement or Prospectus, nor the fulfillment of the terms thereof will conflict with or violate the certificate of formation, limited liability company agreement, by-laws or similar organizational document of the Investment Adviser, as amended to the date hereof, or conflict with, result in a breach or violation of, or constitute a default or an event of default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Investment Adviser under its certificate of formation, limited liability company agreement, by-laws or similar organizational document, as amended to the date hereof, the terms and provisions of any material agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Investment Adviser is a party or by which it may be bound or to which any of the property or assets of the Investment Adviser is subject, nor will such action result in any violation of any order, law, rule or

regulation of any court or governmental agency or body having jurisdiction over the Investment Adviser or any of its properties.

(e)

There is no pending or, to the best of the Investment Adviser’s knowledge, threatened action, suit or proceeding affecting the Investment Adviser or to which the Investment Adviser is a party before or by any court or governmental agency, authority or body or any arbitrator which would disqualify the Investment Adviser pursuant to Section 9(a) of the Investment Company Act from acting as investment adviser to the Fund or is otherwise reasonably likely to result in any material adverse change in the Investment Adviser’s ability to perform its services under the Investment Advisory Agreement.

(f)

No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any court or governmental agency or body is required for the consummation by the Investment Adviser of the transactions contemplated by this Distribution Agreement or the Investment Advisory Agreement to be consummated by the Investment Adviser except such as have been obtained under the Investment Company Act, the Securities Act, the Exchange Act, any NYSE rules, or by FINRA.

(g)

The Investment Adviser (A) has not taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Common Shares or the Preferred Shares or the sale of Combinations, (B) has not since the filing of the Registration Statement sold, bid for or purchased, or paid anyone any compensation for soliciting purchases of, Common Shares or Preferred Shares of the Fund and (C) will not, until the later of the expiration of the Offering (within the meaning of the anti-manipulation rules under the Exchange Act), sell, bid for or purchase, pay or agree to pay any person any compensation for soliciting another to purchase any other securities of the Fund; provided that any action in connection with the Fund’s dividend reinvestment and cash purchase plan will not be deemed to be within the terms of this Section 5(g).

6.	Other Agreements .

(a)

The Fund represents to, and covenants with, the Distributor as follows:

(i)

The Fund has prepared and filed with the Commission a Registration Statement on Form N-2 for registration under the Securities Act of the Offering. Such Registration Statement, including any amendments thereto filed prior to the time this

Distribution Agreement is executed, has or will become effective prior to the Offering. The Fund may file, as part of an amendment to the Registration Statement or pursuant to Rule 497, one or more amendments thereto. The Fund will file with the Commission a final Prospectus (including any statement of additional information incorporated by reference therein) related to the securities subject to the Offering in accordance with Rule 497. As filed, such final Prospectus (including any statement of additional information incorporated by reference therein) shall contain all information required by the Investment Company Act and the Securities Act and shall be in all substantive respects in the form furnished to the Distributor prior to the time this Distribution Agreement is executed or, to the extent not completed at the time this Distribution Agreement is executed, shall contain only such specific additional information and other changes (beyond that contained in any preliminary prospectus) as the Fund has advised the Distributor, prior to the time this Distribution Agreement is executed, will be included or made therein.

(ii)

On the effective date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 497, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Investment Company Act and the Exchange Act; on the effective date and at the time this Distribution Agreement is executed, the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 497, the Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations or warranties as to the information contained in or omitted from the Registration Statement, or the Prospectus (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Fund by or on behalf of the Distributor specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). The Commission has not issued any order preventing or suspending the use of the Prospectus.

(iii)

The Fund will, without charge, deliver to the Distributor, as soon as practicable, the number of copies (one of which is manually executed) of the Registration Statement as originally filed and of

each amendment thereto as it may reasonably request, in each case with the exhibits filed therewith.

(iv)

The Fund will, without charge, furnish to the Distributor, from time to time during the period when the Prospectus is required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Distributor may reasonably request for the purposes contemplated by the Securities Act.

(v)

If any event shall occur as a result of which it is necessary or appropriate, in the reasonable opinion of counsel for the Distributor, to amend or supplement the Registration Statement or the Prospectus (or other Sales Materials) in order to make the Prospectus (or other Sales Materials) not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered, the Fund will forthwith amend or supplement the Prospectus by preparing for filing with the Commission (and furnishing to the Distributor a reasonable number of copies of) an amendment or amendments of the Registration Statement or an amendment or amendments of or a supplement or supplements to the Prospectus (in form and substance reasonably satisfactory to counsel for the Distributor), at the Fund’s expense, which will amend or supplement the Registration Statement or the Prospectus (or otherwise will amend or supplement such other Sales Materials) so that the Prospectus (or such other Sales Materials) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus (or such other Sales Materials) is delivered, not misleading.

(vi)

The Fund will endeavor, in cooperation with the Distributor and its counsel, to confirm that the Common Shares and Preferred Shares are not required to be qualified for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Distributor may designate.

(vii)

The Fund will make generally available to its security holders as soon as practicable, but no later than 60 days after the end of the Fund’s fiscal semi-annual or fiscal year-end period covered thereby, an earnings statement (which need not be audited) (in form complying with the rules and regulations of the Securities Act) covering a twelve-month period beginning not later than the

first day of the Fund’s fiscal semi-annual period next following the effective date of the Registration Statement.

(viii)

The Fund will use the net proceeds from the Offering as set forth under “Use of Proceeds” in the Prospectus.

(ix)

The Fund will use its best efforts to cause the Common Shares, the Preferred Shares, and the Combinations to be duly authorized for listing by the NYSE, subject to official notice of issuance, prior to the time the Common Shares and Preferred Shares are issued.

(x)

The Fund will use its best efforts to maintain its qualification as a regulated investment company under Subchapter M of the Code.

(xi)

The Fund will apply the net proceeds from the Offering in such a manner as to continue to comply with the requirements of the Prospectus and the Investment Company Act.

(b)

Neither the Fund nor the Investment Adviser will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the issuance of the Common Shares and the Preferred Shares or the sale of Combinations.

(c)

Except as required by applicable law, the use of any reference to the Distributor in any Sales Materials or any other document or communication prepared, approved or authorized by the Fund or the Investment Adviser in connection with the Offering is subject to the prior approval of the Distributor, provided that if such reference to the Distributor is required by applicable law, the Fund and the Investment Adviser agree to notify the Distributor within a reasonable time prior to such use but the Fund and the Investment Adviser are nonetheless permitted to use such reference.

7.	Payment of Expenses .

(a)

The Fund will pay all expenses incident to the performance of its obligations under this Distribution Agreement and in connection with the Offering, including, but not limited to, expenses relating to (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery subscription certificates relating to the Shares, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the Distributor of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or

supplements thereto, (v) the printing or other production, mailing and delivery expenses incurred in connection with Sales Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Distributor and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offering to their customers, (vi) the fees and expenses incurred in connection with listing the Common Shares, Preferred Shares and Combinations on the NYSE; (vii) the fees and expenses incurred with respect to the Escrow Agent and (viii) all other fees and expenses (excluding the announcement, if any, of the Offering in The Wall Street Journal) incurred in connection with or relating to the Offering.  The Fund agrees to pay the foregoing expenses whether or not the transactions contemplated under this Distribution Agreement are consummated.  To the extent that the foregoing costs and expenses incidental to the performance of the obligations of the Fund under this Distribution Agreement exceed $[          ] per Common Share, the Investment Adviser will pay all such costs and expenses.

(b)

If this Distribution Agreement is terminated by the Distributor in accordance with the provisions of Section 8 or Section 9(a)(i), 9(a)(ii) or 9(a)(iii), the Fund agrees to reimburse the Distributor for all of its reasonable out-of-pocket expenses incurred in connection with its performance hereunder, including the reasonable fees and disbursements of counsel for the Distributor.  In the event the transactions contemplated hereunder are not consummated for reasons other than as described in the previous sentence, the Fund agrees to pay all of the costs and expenses set forth in Section 7(a) which the Fund would have paid if such transactions had been consummated.

8.

Conditions of the Distributor’s Obligations .  The obligations of the Distributor to sell Shares are subject to the accuracy of the representations and warranties of the Fund and the Investment Adviser in this Distribution Agreement, to the performance by the Fund and the Investment Adviser of their respective obligations under this Distribution Agreement and to each of the following additional conditions:

(a)

The Registration Statement must have become effective.  The Prospectus must have been filed in accordance with Rule 497(b), (c) or (h) or a certificate must have been filed in accordance with Rule 497(j), as the case may be, under the Securities Act.

(b)

No order suspending the effectiveness of the Registration Statement may be in effect and no proceedings for such purpose may be pending before or, to the knowledge of counsel to the Distributor, threatened by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the

Prospectus or otherwise) must be complied with or waived to the reasonable satisfaction of the Distributor.

(c)

Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change, or any development involving a prospective change, in or affecting the business or properties of the Fund, the effect of which, is, in the judgment of the Distributor, so material and adverse as to make it impractical or inadvisable to proceed with the Offering as contemplated by the Registration Statement and the Prospectus.

(d)

Prior to the Expiration Date, the Fund shall have furnished to the Distributor such further information, certificates and documents as the Distributor may reasonably request.

(e)

If any of the conditions specified in this Section 8 shall not have been fulfilled in all material respects when and as provided in this Distributor Agreement or waived by the Distributor , or if any of the opinions and certificates mentioned above or elsewhere in this Distributor Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Distributor  and its counsel, this Distributor Agreement and all obligations of the Distributor hereunder may be canceled at, or at any time prior to, the Expiration Date by the Distributor. Notice of such cancellation shall be given to the Fund in writing or by telephone confirmed in writing.

9.	Termination of Agreement .

(a)

This Distribution Agreement shall be subject to termination in the absolute discretion of the Distributor, by notice given to the Fund prior to the Expiration Date, if prior to such time (i) financial, political, economic, currency, banking or social conditions in the United States shall have undergone any material change the effect of which on the financial markets makes it, in the Distributor’s judgment, impracticable or inadvisable to proceed with the Offering, (ii) there has occurred any outbreak or material escalation of hostilities, terrorist activities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Distributor’s judgment, impracticable or inadvisable to proceed with the Offering, (iii) trading in the Common Shares, the Preferred Shares or the Combinations shall have been suspended by the Commission or the NYSE, (iv) trading in securities generally on the NYSE or NASDAQ shall have been suspended or limited or (v) a banking moratorium shall have been declared either by Federal or New York State authorities.

(b)

If this Distribution Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 7.

10.	Indemnity and Contribution .

(a)

Each of the Fund and the Investment Adviser agrees to indemnify, defend and hold harmless the Distributor, its partners, directors and officers, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which the Distributor or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) in a Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any preliminary prospectus, any Sales Material, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading (with respect to the Prospectus, in light of the circumstances under which they are made), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Distributor to the Fund or the Investment Advisor expressly for use with reference to the Distributor in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect to the Prospectus, in light of the circumstances under which they were made).

If any action, suit or proceeding (together, a “ Proceeding ”) is brought against the Distributor or any such person in respect of which indemnity may be sought against the Fund or the Investment Adviser pursuant to the foregoing paragraph, the Distributor or such person shall promptly notify the Fund or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of

all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Adviser shall not relieve the Fund or the Investment Adviser from any liability which the Fund or the Investment Adviser may have to the Distributor   or any such person or otherwise.  The Distributor or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of the Distributor or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Adviser (in which case the Fund or the Investment Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Fund or the Investment Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding).  Neither the Fund nor the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Adviser, the Fund or the Investment Adviser, as the case may be, agrees to indemnify and hold harmless the Distributor and any such person from and against any loss or liability by reason of such settlement.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims

that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(b)

The Distributor agrees to indemnify, defend and hold harmless the Fund and the Investment Adviser, their directors or trustees, as applicable, and officers, and any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Fund or the Investment Adviser or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Distributor furnished in writing by or on behalf of the Distributor to the Fund or the Investment Adviser expressly for use with reference to the Distributor in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect to the Prospectus, in light of the circumstances under which they were made).

If any Proceeding is brought against the Fund, the Investment Adviser or any such person in respect of which indemnity may be sought against the Distributor pursuant to the foregoing paragraph, the Fund, the Investment Adviser or such person shall promptly notify the Distributor in writing of the institution of such Proceeding and the Distributor shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Distributor shall not relieve the Distributor from any liability which the Distributor may have to the Fund, the Investment Adviser or any such person or otherwise.  The Fund, the Investment Adviser or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment Adviser or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing by the Distributor in connection with the defense of such Proceeding or the Distributor shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably

concluded that there may be defenses available to it or them, which are different from or additional to or in conflict with those available to the Distributor (in which case the Distributor shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Distributor may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Distributor), in any of which events such fees and expenses shall be borne by the Distributor and paid as incurred (it being understood, however, that the Distributor shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding).  The Distributor shall not be liable for any settlement of any such Proceeding effected without the written consent of the Distributor but if settled with the written consent of the Distributor agrees to indemnify and hold harmless the Fund, the Investment Adviser and any such person from and against any loss or liability by reason of such settlement.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

(c)

If the indemnification provided for in this Section 10 is unavailable to an indemnified party under subsections (a) and (b) of this Section 10 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Investment Adviser on the one hand and the Distributor on the other hand from the Offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Investment Adviser on the one hand and of the Distributor on the other in connection with the statements or omissions, which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations.  The relative benefits received by the Fund or the Investment Adviser on the one hand and the Distributor on the other shall be deemed to be in the same respective proportions as the total proceeds from the Offering (net of Solicitation Fee but before deducting expenses) received by the Fund and the total Solicitation Fee received by the Distributor, bear to the aggregate public offering price of the Shares.  The relative fault of the Fund and the Investment Adviser on the hand and of the Distributor on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Fund or the Investment Adviser or by the Distributor and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

 

(d)

The Fund and the Investment Adviser and the Distributor agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above.  Notwithstanding the provisions of this Section 10, the Distributor shall not be required to contribute any amount in excess of the fees received by the Distributor.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)

Notwithstanding any other provisions in this Section 10, no party shall be entitled to indemnification or contribution under this Distribution Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or reckless disregard of such duties and obligations hereunder.  The parties hereto acknowledge that the foregoing provision shall not be construed to impose upon any such parties any duties under this Distribution Agreement other than specifically set forth herein (it being understood that the Distributor has no duty hereunder to the Fund or the Investment Adviser to perform any due diligence investigation).

(f)

The indemnity and contribution agreements contained in this Section 10 and the covenants, warranties and representations of the Fund contained in this Distribution Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Distributor, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Fund or the Investment Adviser, its directors or officers or any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Distribution Agreement or the issuance and delivery of the Shares.  The Fund or the Investment Adviser and the Distributor agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Fund or the Investment Adviser, against any of the Fund’s or the Investment Adviser’s directors or officers in connection with the issuance and sale of the Shares, or in connection with the Registration Statement or Prospectus.

(g)

The Fund and the Investment Adviser acknowledge that the statements in the Prospectus with respect to solicitation fees and reallowances of solicitation fees under the caption “Plan of Distribution” in the Prospectus, and the statement of the name and principal business address of the Distributor under the caption “Plan of Distribution” in the Prospectus, constitute the only information furnished in writing by or on behalf of the Distributor to the Fund expressly for use with reference to the Distributor in the Registration Statement or in the Prospectus (as amended or supplemented).  The Distributor confirms that these statements are correct in all material respects and were so furnished by or on behalf of the Distributor for use in the Prospectus.

11.

Notices .  All communications hereunder will be in writing and effective only on receipt, and, if sent to the Distributor, will be mailed, delivered or telegraphed and confirmed to G.research, Inc., One Corporate Center, Rye, New York 10580, Attention: Robert Cullen, and, if to the Fund or the Investment Adviser, shall be sufficient in all respects if delivered or sent to the Fund or the Investment Adviser at One Corporate Center, Rye, New York 10580, Attention: Agnes Mullady.

12.

Governing Law; Construction .  This Distribution Agreement will be governed by and construed in accordance with the laws of the State of New York.  The section headings in this Distribution Agreement have been inserted as a matter of convenience of reference and are not a part of this Distribution Agreement.

13.	Submission to Jurisdiction .  Except as set forth below, no claim (a “ Claim ”) which relates to the terms of this Distribution Agreement or the transactions contemplated hereby may be commenced, prosecuted or continued in any court

other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and each of the Fund and the Investment Adviser consents to the jurisdiction of such courts and personal service with respect thereto. Each of the Fund and the Investment Adviser hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Distribution Agreement is brought by any third party against the Distributor or any indemnified party.  Each of the Distributor, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Distributor Agreement.  Each of the Fund and the Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund or the Investment Adviser, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund or the Investment Adviser is or may be subject, by suit upon such judgment.

14.

Parties at Interest .  The Agreement herein set forth has been and is made solely for the benefit of the Distributor, the Fund, the Investment Adviser and to the extent provided in Section 10 hereof the controlling persons, shareholders, partners, members, trustees, managers, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators.  No other person, partnership, association or corporation (including a purchaser, as such purchaser, through the Distributor) shall acquire or have any right under or by virtue of this Distribution Agreement.

15.	Counterparts .  This Distribution Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

16.

Successors and Assigns .  This Distribution Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and will inure to the benefit of the officers and directors and controlling persons referred to in Section 10 hereof, and no other person will have any right or obligation hereunder.

If the foregoing correctly sets forth the understanding among the Fund, the Investment Adviser and the Distributor, please so indicate in the space provided below, whereupon this letter and your acceptance shall constitute a binding agreement among the Fund, the Investment Adviser and the Distributor.

	Very truly yours,
	THE GABELLI GO ANYWHERE TRUST
	By:
		Name:
		Title:
	GABELLI FUNDS, LLC
	By:
		Name:
		Title:

 

The foregoing Distribution Agreement is hereby confirmed and

accepted as of the date first above written.

SCHEDULE A

FORM OF SOLICITATION AGREEMENT

 

 

 

 

 

 

 

Schedule A-1

3

Exhibit (p)

INITIAL PURCHASE AGREEMENT

The Gabelli Go Anywhere Trust (the “Fund”), a Delaware statutory trust, and GAMCO Investors, Inc. (the “Buyer”) hereby agree as follows:

1.  The Fund hereby offers the Buyer and the Buyer hereby purchases 5,085 common shares of beneficial interest of the Fund, par value $0.001 (the “Common Shares”), and 1,695 Series A Cumulative Puttable and Callable Preferred Shares of the Fund, par value $0.001 (the “Series A Preferred Shares,” each combination of three Common Shares and one Series A Preferred Share being referred to herein as a “Combination”), at a price of $99.00 per Combination.  The Common Shares and the Series A Preferred Shares represent the “initial shares” of the Fund.

2.  The Buyer shall wire the amount of $167,805 to the Fund no later than May 7, 2015 in full payment for the Common Shares and Series A Preferred Shares.

3.  The Buyer represents and warrants to the Fund that the Common Shares and Series A Preferred Shares purchased by the Buyer are being acquired for investment purposes and not for the purpose of distribution.

4.  This Agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his capacity as an officer of the Fund.

5.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 7th day of May, 2015.

	THE GABELLI GO ANYWHERE TRUST
	By:	/s/ Andrea R. Mango
		Na me:	Andrea R. Mango
		Title:	Secretary
	GAMCO INVESTORS, INC.
	By:	/s/ Robert S. Zuccaro
		Name:	Robert S. Zuccaro
		Title:	Chief Financial Officer

Exhibit (r)(i)

 

SECTION S

 

Code of Ethics

 

Gabelli Funds, LLC

GAMCO Asset Management Inc.

G.research, Inc.

G.distributors, LLC

Teton Advisors, Inc.

Gabelli Fixed Income LLC

Gabelli Securities, Inc.

 

Each Registered Investment Company or series thereof (each of which is considered to be a Company for this purpose) for which any of the Companies listed above presently or hereafter provides investment advisory or principal underwriting services, other than a money market fund or a fund that does not invest in Securities.

 

Introduction

 

This Code of Ethics establishes rules of conduct for persons who are associated with the companies named above or with the registered investment companies for which such companies provide investment advisory or principal underwriter services. The Code governs their personal investment and other investment-related activities.

 

The basic rule is very simple: we all have a fiduciary duty to put the client's interests first. In particular, you are reminded that investment opportunities must be offered first to clients before the firm or staff may act on them. This is one of the important objectives that the procedures set forth in this Code are intended to accomplish. The rest of the rules elaborate this principle. Some of the rules are imposed specifically by law. For example, the laws that govern investment advisers specifically prohibit fraudulent activity, making statements that are not true or that are misleading or omit something that is significant in the context and engaging in manipulative practices. These are general words, of course, and over the years the courts, the regulators and investment advisers have interpreted these words and established codes of conduct for their employees and others who have access to their investment decisions and trading activities. Indeed, the rules obligate investment advisers to adopt written rules that are reasonably designed to prevent the illegal activities described above and must follow procedures that will enable them to prevent such activities.

 

 

 

The purpose of this Code is to reinforce and enhance the long-standing commitment of the entire firm to the highest standards of ethical business conduct. Our business depends on our reputation for integrity and principled business conduct, and this reputation, in turn, depends on the day-to-day actions of every staff member. Accordingly, we must avoid conflicts of interest, which may occur when your private interests interfere in any way, or even appear to interfere, with the interests of the firm or its clients. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your work objectively and effectively. Your obligation to conduct the firm's business in an ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships, including full disclosure of such conflicts. Each staff member is responsible for conducting himself in a lawful, honest and ethical manner at all times, and in accordance with all laws, rules and regulations applicable to our business, including this Code and all other internal policies and procedures adopted by the firm.

 

This Code is intended to assist the companies in fulfilling their obligations under the law. The first part lays out who the Code applies to, the second part deals with personal investment activities, the third part deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

 

The Code is very important to the Companies and their staff members. Violations can not only cause the Companies embarrassment, loss of business, legal restrictions, fines, and other punishments, but for staff members, can lead to demotion, suspension, firing, ejection from the securities business, and very large fines.

 

I.	Applicability

 

A.

The Code applies to each of the following:

 

1.

The Companies named or described at the top of page one of the Code and all entities that are under common management with these Companies or otherwise agree to be subject to the Code ("Affiliates"). A listing of the Affiliates, which is periodically updated, is attached as Exhibit A.

 

2.

Any officer, director or employee of any Company, Affiliate or Fund Client (as defined below) whose job regularly involves him in the investment process. This includes the formulation and making of investment recommendations and decisions, the purchase and sale of securities for clients and the utilization of information about investment recommendations, decisions and trades. Due to the manner in which the Companies and the Affiliates conduct their business, every employee

 

 

 

should assume that he is subject to the Code unless the Compliance Officer specifies otherwise. 1

 

3.

With respect to all of the Companies, Affiliates and Fund Clients except G.research, Inc., any natural person who controls any of the Companies, Affiliates or Fund Clients and who obtains information regarding the Companies' or the Affiliates' investment recommendations or decisions. However, a person whose control arises only as a result of his official position with such entity is excluded. Disinterested directors of Fund Clients and Independent Directors, for example, are excluded from coverage under this item.

 

4.

With respect to all of the Companies and Fund Clients except G.research, Inc., any director, officer, general partner or person performing a similar function even if he has no knowledge of and is not involved in the investment process. Interested and disinterested directors of Fund Clients and Independent Directors are included in coverage under this item.

 

5.

As an exception, the Code does not apply to any director, officer or employee of any Fund Client (such as certain of The Teton Westwood Funds) with respect to which the Companies' services do not involve the formulation or making of investment recommendations or decisions or the execution of portfolio transactions if that person is also a director, officer or employee of any entity that does perform such services (such as Westwood Management Corp.). These individuals are covered by codes of ethics adopted by such entities.

 

B.

Definitions

 

1.

Access Persons .  The Companies and the persons described in items (A)2 and (A)3 above other than those excluded by item (A)5 above.

 

2.

Access Person Account .  Includes all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more Access Persons and/or one or more members of an Access Person's immediate family have a substantial proportionate economic interest. Immediate family includes an Access Person's spouse and minor children living with the Access Person. A substantial proportionate economic interest will generally be 10% of the equity in the account in the case of any single Access Person and 25% of the equity in the account in the case of all Access Persons in the aggregate, whichever is first applicable.

________________________

1	Consultants, interns and part-time employees are subject to the restrictions and reporting requirements of personal investment activities promulgated under the Code.

 

 

 

Investment partnerships and similar indirect means of ownership other than registered investment companies are also treated as accounts.

 

As an exception, accounts in which one or more Access Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons who have no affiliation with the Companies and with respect to which no Access Person has, in the judgment of the Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Access Person Accounts.

 

As a further exception, subject to the provisions of Article II(I)7, bona fide market making accounts of G.research, Inc. are not Access Person Accounts.

 

As a further exception, subject to the provisions of Article II(I)7, bona fide error accounts of the Companies and the Affiliates are not Access Person Accounts.

 

3.

Affiliated Mutual Funds .  Registered open-end investment companies or series thereof advised or sub-advised by any of the Companies or their Affiliates.

 

4.

Associate Portfolio Managers .   Access Persons who are engaged in securities research and analysis for designated Clients or are responsible for investment recommendations for designated Clients but who are not principally responsible for investment decisions with respect to any Client accounts.

 

5.

Clients .   Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Access Person Accounts. However, Fund Clients covered by item (A)(5) above are considered Client accounts only with respect to employees specifically identified by the Compliance Officer as having regular information regarding investment recommendations or decisions or portfolio transactions for such Fund Clients.

 

6.

Companies .   The companies named or described at the top of page one of the Code.

 

 

 

 

7.

Compliance Officer .   The persons designated as the compliance officers of the Companies.

 

8.

Covered Persons .   The Companies, the Access Persons and the persons described in item (A)4 above.

 

9.

Fund Clients . Clients that are registered investment companies or series thereof.

 

10.

Independent Directors .  A director of any of the Companies or Affiliates, other than an investment advisor to a Fund Client, who would not be an "interested person" of any of such entities under Section 2(a)(19) of the Investment Company Act of 1940 but for the fact that he serves as such a director and may own beneficially securities of any such entity constituting less than 5% of the voting securities thereof and may be an associated person of or own securities in a broker-dealer or parent company thereof and who does not have any involvement in the day-to-day activities of any of the Companies or Fund Clients.

 

11.

Portfolio Managers .  Access Persons who are principally responsible for investment decisions with respect to any Client accounts.

 

12.

Security .  Any financial instrument treated as a security for investment purposes and any related instrument such as a futures, forward or swap contract entered into with respect to one or more securities, a basket of or an index of securities or components of securities. However, the term security does not include securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, or shares of registered open-end investment companies. Shares of affiliated registered open-end investment companies are not securities but are subject to special rules under this Code.

 

II.	Restrictions on personal investing activities

 

A.

Basic Restriction on Investing Activities

 

If a purchase or sale order is pending or under active consideration for any Client account by any Company or Affiliate, neither the same Security nor any related Security (such as an option, warrant, right, futures contract or convertible security) may be bought or sold for any Access Person Account.

 

 

 

B.

Initial Public Offerings

 

No Security or related Security may be acquired in an initial public offering for any Access Person Account.

 

C.

Blackout Period

 

No Security may be bought or sold for the account of any Portfolio Manager or Associate Portfolio Manager, including firm proprietary accounts managed by a portfolio manager or associate portfolio manager, during the period commencing seven (7) calendar days prior to and ending seven (7) calendar days after the purchase or sale (or entry of an order for the purchase or sale) of that Security for the account of any Client with respect to which such person has been designated a Portfolio Manager or Associate Portfolio Manager, unless the Client account receives at least as good a price as the account of the Portfolio Manager or Associate Portfolio Manager and the Compliance Officer determines under the circumstances that the Client account has not been adversely affected (including with respect to the amount of such Security able to be bought by the Client account) by the transaction for the account of the Portfolio Manager or Associate Portfolio Manager.

 

In the event that a security is bought or sold for the account of any Portfolio Manager or Associate Portfolio Manager within the Blackout Period at a price that is more advantageous than the price of the same security bought or sold for the account of any client with respect to which such person has been designated a Portfolio Manager or Associate Portfolio Manager, then the price difference advantage of the Portfolio Manager or Associate Portfolio Manager account over the client account will be disgorged, except where such price difference advantage is of a de minimis amount, in which case no violation will be deemed to have occurred. For purposes of the Blackout Period, a de minimis amount is defined as a price difference advantage in an amount of $250 or less per security.

 

D.

Short-term Trading and Affiliated Mutual Funds

 

No Security or related Security may, within a 60-day period, be bought and sold or sold and bought at a profit for any Access Person Account if the Security or related Security was held at any time during that period in any Client account.

 

 

 

No Affiliated Mutual Fund, except the Gabelli U.S. Treasury Money Market Fund and the Gabelli ABC Fund, may be bought and sold within a 60-calendar day period (measured on a last-in first-out basis) for a single Access Person Account. The Gabelli U.S. Treasury Money Market Fund shall be exempt from the 60-calendar day holding period. The ABC Fund shall have a 21-calendar day holding period (measured on a last-in first-out basis).

 

Shares of Affiliated Mutual Funds purchased via automated investments or by reinvestment of dividends or capital gain distributions will not be subject to the 60-day holding period. Shares of Affiliated Mutual Funds held in 401(k) accounts administered by Ascensus (formerly BISYS) will not be subject to the 60-day holding period where the shares were purchased under the following circumstances:

 

■

Shares purchased by reinvestment of dividends or capital gain distributions;

■

Shares purchased in rollover transactions;

■

Shares purchased for automatic contribution election; and

■

Shares purchased for automated account rebalance.

 

E.

Derivative Securities

 

Securities that derive their value, at least in part, from an underlying asset (such as options, warrants, rights and futures contracts) may be bought and sold or sold and bought at a profit unless the underlying asset is subject to the restrictions set forth in paragraphs (A), (C), (D) and (I) or the exemptions set forth in paragraph (H).

 

However, rights that were received pro rata with other security holders are exempt from the 60-day hold set forth in paragraph (D).

 

F.

Spinoffs

 

Securities that are derived by the creation of an independent company through the sale or distribution of new shares of an existing company or division of a parent company is subject to the restrictions set forth in paragraphs (A), (C), (D) and (I), but exempt from the 60-day hold requirement set forth in paragraph (D) or the exemptions set forth in paragraph (H).

 

G.

Exempt Transactions

 

 

 

 

Participation on an ongoing basis in an issuer's dividend reinvestment or stock purchase plan, participation in any transaction over which no Access Person had any direct or indirect influence or control and involuntary transactions (such as mergers, inheritances, gifts, etc.) are exempt from the restrictions set forth in paragraphs (A), (C) and (D) above without case by case pre-clearance under paragraph (I) below.

 

H.

Permitted Exceptions

 

Purchases and sales of the following Securities for Access Person Accounts are exempt from the restrictions set forth in paragraphs (A), (C) and the first sentence of paragraph (D) above if such purchases and sales comply with the pre-clearance requirements of paragraph (I) below:

 

1.

Publicly traded non-convertible fixed income Securities rated at least "A";

 

2.

Publicly traded equity Securities having a market capitalization in excess of $1.0 billion;

 

3.

Publicly traded equity Securities having a market capitalization in excess of $500 million if the transaction in question and the aggregate amount of such Securities and any related Securities purchased and sold for the Access Person Account in question during the preceding 60 days does not exceed 100 shares;

 

4.

Municipal Securities; and

 

5.

Securities transactions that the Compliance Officer concludes are being effected for federal, state or local income tax purposes.

 

In addition, the exercise of rights that were received pro rata with other security holders is exempt.

 

I.

Pre-Clearance of Personal Securities Transactions

 

No Security may be bought or sold for an Access Person Account unless: (i) the Access Person obtains prior approval from the Compliance Officer or, in the absence of the Compliance Officer, from the General Counsel of GAMCO Investors, Inc. or a designee; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Compliance Officer or the General Counsel or designee does not rescind such approval prior to execution of the transaction (See paragraph I below for details of the Pre-Clearance Process.)

 

 

 

J.

Private Placements

 

The Compliance Officer will not approve purchases or sales of Securities that are not publicly traded, unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person's activities on behalf of any Client) and the Compliance Officer concludes, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client.

 

K.

Pre-Clearance Process

 

1.

No Securities may be purchased or sold for any Access Person Account unless the particular transaction has been approved in writing by the Compliance Officer or, in his absence, the General Counsel of GAMCO Investors, Inc. or their designees. The Compliance Officer or a designee shall review not less frequently than weekly reports from the trading desk (or, if applicable, confirmations from brokers) to assure that all transactions effected for Access Person Accounts are effected in compliance with this Code.

 

2.

No Securities may be purchased or sold for any Access Person Account other than through the trading desk of G.research, Inc., unless express permission is granted by the Compliance Officer. Such permission may be granted only on the condition that the third party broker supply the Compliance Officer, on a timely basis, duplicate copies of confirmations of all personal Securities transactions for such Access Person in the accounts maintained with such third party broker and copies of periodic statements for all such accounts.

 

3.

A Trading Approval Form, attached as Exhibit B, must be completed and submitted to the Compliance Officer or a designee for approval prior to entry of an order.

 

4.

After reviewing the proposed trade, the level of potential investment interest on behalf of Clients in the Security in question and the Companies' restricted lists, the Compliance Officer shall approve (or disapprove) a trading order on behalf of an Access Person as expeditiously as possible. The Compliance Officer will generally approve transactions described in paragraph (G) above unless the Security in question or a related security is on the Restricted List or the Compliance Officer believes for any other reason that the Access Person Account should not trade in such Security at such time.

 

 

 

 

5.

Once an Access Person's Trading Approval Form is approved, the form must be forwarded to the trading desk (or, if a third party broker is permitted, to the Compliance Officer) for execution on the same day. If the Access Person's trading order request is not approved, or is not executed on the same day it is approved, the clearance lapses although such trading order request may be resubmitted at a later date.

 

6.

In the absence of the Compliance Officer, an Access Person may submit his or her Trading Approval Form to the General Counsel of GAMCO Investors, Inc or a designee. Trading approval for the Compliance Officer must be obtained from the General Counsel, and trading approval for the General Counsel must be obtained from the Compliance Officer or a designee. In no case will the Trading Desk accept an order for an Access Person Account unless it is accompanied by a signed Trading Approval Form.

 

7.

The Compliance Officer shall review all Trading Approval Forms, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Client accounts with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. The Compliance Officer will review all transactions in the market making accounts of G.research, Inc. and the error accounts of the Companies and the Affiliates in order to ensure that such transactions are bona fide market making or error transactions or are conducted in accordance with the requirements of this Article II.

 

III.	Other investment-related restrictions

 

A.

Gifts

 

No Access Person shall accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of any Client.

 

 

 

B.

Service As a Director

 

No Access Person shall commence service on the Board of Directors of a publicly traded company or any company in which any Client account has an interest without prior authorization from the Compliance Committee based upon a determination that the Board service would not be inconsistent with the interests of the Clients. The Compliance Committee shall include the senior Compliance Officer of GAMCO Investors, Inc., the General Counsel of GAMCO Investors, Inc. and at least two of the senior executives from among the Companies.

 

IV.	Reports and additional compliance procedures

 

A.

Every Covered Person must submit a report (a form of which is appended as Exhibit C) containing the information set forth in paragraph (B) below with respect to transactions in any Security or Affiliated Mutual Fund in which such Covered Person has or by reason of such transaction acquires, any direct or indirect beneficial ownership (as defined in Exhibit D) in the Security, or Affiliated Mutual Fund and with respect to any account established by the Covered Person in which any Securities or Affiliated Mutual Funds were held for the direct or indirect benefit of the Covered Person; provided, however, that:

 

1.

a Covered Person who is required to make reports only because he is a director of one of the Fund Clients and who is a "disinterested" director thereof or who is an Independent Director need not make a report with respect to any transactions other than those where he knew or should have known in the course of his duties as a director that any Fund Client has made or makes a purchase or sale of the same or a related Security, or the investment adviser of any such Fund Client has considered causing any Fund Client to purchase or sell the same or a related Security, within 15 days before or after the purchase or sale of such Security or related Security by such director.

 

2.

a Covered Person need not make a report with respect to any transaction effected for, and Securities and Affiliated Mutual Funds held in, any account over which such person does not have any direct or indirect influence or control; and

 

 

 

3.

a Covered Person will be deemed to have complied with the requirements of this Article IV insofar as the Compliance Officer receives in a timely fashion duplicate monthly or quarterly brokerage statements or transaction confirmations on which all transactions required to be reported hereunder are described.

 

B.

A Covered Person must submit the report required by this Article to the Compliance Officer no later than 30 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted.

 

1.

This report must contain the following information with respect to transactions:

 

a.

The date of the transaction, the title and number of shares and the principal amount of each Security and Affiliated Mutual Fund involved;

 

b.

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

c.

The price at which the transaction was effected; and

 

d.

The name of the broker, dealer or bank with or through whom the transaction was effected.

 

2.

This report must contain the following information with respect to accounts established:

 

The name of the broker, dealer or bank with whom the account was established; and

 

The date the account was established.

 

C.

Any report submitted to comply with the requirements of this Article IV may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Security or Affiliated Mutual Fund to which the report relates. A person need not make any report under this Article IV with respect to transactions effected for, and Securities, and Affiliated Mutual Funds held in, any account over which the person has no direct or indirect influence or control.

 

 

 

D.

No later than 10 days after beginning employment with any of the Companies or Affiliates or otherwise becoming a Covered Person, each Covered Person (except for a "disinterested" director of the Fund Client or an Independent Director who is required to submit reports under this Article IV solely by reason of being such a director) must submit a report, which must be current as of a date no more than 45 days prior to the date of beginning employment, containing the following information:

 

1.

The title, number of shares and principal amount of each Security and Affiliated Mutual Fund in which the Covered Person had any direct or indirect beneficial ownership when the person became a Covered Person;

 

2.

The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities and Affiliated Mutual Fund were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

 

3.

The date that the report is submitted.

 

The form of such report is attached as Exhibit E.