Underwriting Agreement (2017)Full Document 

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GAMCO NATURAL RESOURCES, GOLD & INCOME TRUST

(a Delaware Statutory Trust)

1,200,000 Shares of 5.20% Series A Cumulative Preferred Shares

UNDERWRITING AGREEMENT

October 23, 2017

Wells Fargo Securities, LLC

As Representative of the several Underwriters Listed on Schedule A hereto

c/o Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

Ladies and Gentlemen:

The GAMCO Natural Resources, Gold & Income Trust, a Delaware statutory trust (the "Fund"), and the Fund’s investment adviser, Gabelli Funds, LLC, a New York limited liability company (the "Adviser"), each confirms its agreement with Wells Fargo Securities, LLC ("WFS") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom WFS is acting as representative (in such capacity, the "Representative"), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares set forth in said Schedule A hereto of an aggregate of 1,200,000 shares of the Fund’s 5.20% Series A Cumulative Preferred Shares (the "Shares"). The Shares will be authorized by, and subject to the terms and conditions of, the Fund’s Agreement and Declaration of Trust, as amended, and the Statement of Preferences for the Shares dated October 23, 2017 (collectively, the "Statement").

The Fund understands that the Underwriters propose to make a public offering of the Shares as soon as the Representative deems advisable after this Agreement has been executed and delivered.

The Fund has filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form N-2 (File Nos. 333-217013 and 811-22216) covering the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and a notification on Form N-8A of registration (the "1940 Act Notification") of the Fund as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") and the 1940 Act (the "1940 Act Regulations" and, together with the 1933 Act Regulations, the "Rules and Regulations"). Such registration statement including the exhibits thereto and schedules thereto and the amendments thereto, is herein called the "Registration Statement." Pre-effective amendment No. 2 to the Registration Statement, filed on October 3, 2017 (the registration statement at the time pre-effective amendment No. 2 became effective, the "Original Registration Statement"), is effective. The prospectus (including any statement of additional information incorporated by reference therein) contained in the Original Registration Statement at the time it became effective is called the "Basic Prospectus." The Basic Prospectus, together with any preliminary prospectus supplement (including any statement of additional information incorporated by


reference therein) in the form first furnished to the Underwriters for use in connection with the offering of the Shares and used prior to the filing of the Prospectus (as defined below) is herein called the "Preliminary Prospectus." Promptly after execution and delivery of this Agreement, the Fund will prepare and file a prospectus in accordance with the provisions of Rule 430B ("Rule 430B") and Rule 497 ("Rule 497") of the 1933 Act Regulations. The information included in any such prospectus that was omitted from the Original Registration Statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as "Rule 430B Information." The Basic Prospectus, together with the final prospectus supplement, including any statement of additional information incorporated by reference therein in the form furnished to the Underwriters for use in connection with the offering of the Shares is herein called the "Prospectus." For purposes of this Agreement, all references to the Original Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").

All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act") which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be.

All references in this Agreement to a "Business Day" means a day (a) other than a day on which commercial banks in The City of New York, New York are required or authorized by law or executive order to close and (b) on which the New York Stock Exchange ("NYSE") is not closed.

Section 1. Representations and Warranties.

(a) Representations and Warranties by the Fund and the Adviser. The Fund and the Adviser, jointly and severally, represent and warrant to each Underwriter as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Time referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:

(i) Compliance With Registration Requirements. The Original Registration Statement became effective under the 1933 Act on October 17, 2017 and no stop order suspending the effectiveness of the Original Registration Statement has been issued under the 1933 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose have been instituted or are pending or, to the knowledge of the Fund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

At the respective times the Original Registration Statement and any amendment thereto (filed before the Closing Time) became effective under the 1933 Act, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time, as hereinafter defined, the Original Registration Statement, the notification on Form N-8A and any amendments and supplements thereto complied and will

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comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or, except for the information included in the prospectus supplement relating to the Shares contained in the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements in or omissions from the Registration Statement, the Original Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Fund or the Adviser by or on behalf of any Underwriter for use therein.

As of the Applicable Time (as defined below), (i) any Rule 482 Statement (as defined below) issued at or prior to the Applicable Time, if any, and (ii) the Preliminary Prospectus and the information included on Schedule C hereto, all considered together (collectively, the "General Disclosure Package"), did 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.

As used in this subsection and elsewhere in this Agreement:

"Applicable Time" means 1:30 p.m. (Eastern time) on October 23, 2017, or such other time as agreed by the Fund and the Representative.

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