UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21529
The Gabelli Global Utility & Income Trust
(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-422-3554
Date of fiscal year end: December 31
Date of reporting period: June 30, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
| Item 1. | Reports to Stockholders. |
The Report to Shareholders is attached herewith.
The Gabelli Global Utility & Income Trust
Semiannual Report — June 30, 2019
To Our Shareholders,
For the six months ended June 30, 2019, the net asset value (NAV) total return of The Gabelli Utility & Income Trust (the Fund) was 9.2%, compared with a total return of 14.7% for the Standard & Poor’s (S&P) 500 Utilities Index. The total return for the Fund’s publicly traded shares was 20.7%. The Fund’s NAV per share was $19.87, while the price of the publicly traded shares closed at $18.82 on the NYSE American. See below for additional performance information.
Enclosed are the financial statements, including the schedule of investments, as of June 30, 2019.
Comparative Results
| Average Annual Returns through June 30, 2019 (a) (Unaudited) | ||||||||||||||||||||||||
| Year to Date | 1 Year | 3 Year | 5 Year | 10 Year | Since Inception (05/28/04) | |||||||||||||||||||
| Gabelli Global Utility & Income Trust |
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| NAV Total Return (b) |
9.25 | % | 5.65 | % | 3.74 | % | 2.80 | % | 8.12 | % | 6.89 | % | ||||||||||||
| Investment Total Return (c) |
20.74 | 11.39 | 8.22 | 5.20 | 8.89 | 6.79 | ||||||||||||||||||
| S&P 500 Utilities Index |
14.70 | 19.03 | 8.05 | 10.00 | 12.17 | 10.51 | ||||||||||||||||||
| Lipper Utility Fund Average |
14.70 | 14.96 | 7.89 | 6.45 | 11.51 | 9.96 | ||||||||||||||||||
| S&P 500 Index |
18.54 | 10.42 | 14.19 | 10.71 | 14.70 | 8.83 | ||||||||||||||||||
| (a) | Returns represent past performance and do not guarantee future results. Investment returns and the principal value of an investment will fluctuate. The Fund’s use of leverage may magnify the volatility of net asset value changes versus funds that do not employ leverage. When shares are sold, they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Performance returns for periods of less than one year are not annualized. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The S&P 500 Utilities Index is an unmanaged indicator of electric and gas utility stock performance. The Lipper Utility Fund Average reflects the average performance of mutual funds classified in this particular category. The S&P 500 Index is an unmanaged indicator of stock market performance. Dividends are considered reinvested. You cannot invest directly in an index. |
| (b) | Total returns and average annual returns reflect changes in the NAV per share, reinvestment of distributions at NAV on the ex-dividend date, and adjustments for the rights offering and are net of expenses. Since inception return is based on an initial NAV of $19.06. |
| (c) | Total returns and average annual returns reflect changes in closing market values on the NYSE American, reinvestment of distributions, and adjustments for the rights offering. Since inception return is based on an initial offering price of $20.00. |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.gabelli.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Fund, you may call 800-422-3554 or send an email request to info@gabelli.com.
Summary of Portfolio Holdings (Unaudited)
The following table presents portfolio holdings as a percent of total investments as of June 30, 2019:
The Gabelli Global Utility & Income Trust
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-PORT. Shareholders may obtain this information at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554). The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
Proxy Voting
The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.
Certifications
The Fund’s Chief Executive Officer has certified to the New York Stock Exchange (NYSE) that, as of June 11, 2019, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund reports to the SEC on Form N-CSR which contains certifications by the Fund’s principal executive officer and principal financial officer that relate to the Fund’s disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act.
2
The Gabelli Global Utility & Income Trust
Schedule of Investments — June 30, 2019 (Unaudited)
See accompanying notes to financial statements.
3
The Gabelli Global Utility & Income Trust
Schedule of Investments (Continued) — June 30, 2019 (Unaudited)
See accompanying notes to financial statements.
4
The Gabelli Global Utility & Income Trust
Schedule of Investments (Continued) — June 30, 2019 (Unaudited)
See accompanying notes to financial statements.
5
The Gabelli Global Utility & Income Trust
Schedule of Investments (Continued) — June 30, 2019 (Unaudited)
See accompanying notes to financial statements.
6
The Gabelli Global Utility & Income Trust
Schedule of Investments (Continued) — June 30, 2019 (Unaudited)
See accompanying notes to financial statements.
7
The Gabelli Global Utility & Income Trust
Schedule of Investments (Continued) — June 30, 2019 (Unaudited)
As of June 30, 2019, equity contract for difference swap agreements outstanding were as follows:
| Market Value Appreciation Received |
One Month LIBOR Plus 90 bps plus Market Value Depreciation Paid |
Counterparty | Payment Frequency |
Termination Date |
Notional Amount |
Value | Upfront Payments/ Receipts |
Unrealized Appreciation | |||||||||||||||||||||||
| KCOM Group plc |
KCOM Group plc | The Goldman Sachs Group, Inc. | 1 month | 04/29/2020 | $136,674 | $5,361 | — | $5,361 | |||||||||||||||||||||||
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| $5,361 | |||||||||||||||||||||||||||||||
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See accompanying notes to financial statements.
8
The Gabelli Global Utility & Income Trust
See accompanying notes to financial statements.
9
The Gabelli Global Utility & Income Trust
Statement of Changes in Net Assets Attributable to Common Shareholders
| Six Months Ended June 30, 2019 (Unaudited) |
Year
Ended December 31, 2018 | |||||||||
| Operations: |
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| Net investment income |
$ | 1,697,026 | $ | 2,344,834 | ||||||
| Net realized gain/(loss) on investments, swap contracts, and foreign currency transactions |
(666,749 | ) | 3,482,673 | |||||||
| Net change in unrealized appreciation/depreciation on investments, swap contracts, and foreign currency translations |
10,444,637 | (13,015,390 | ) | |||||||
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| Net Increase/(Decrease) in Net Assets Resulting from Operations |
11,474,914 | (7,187,883 | ) | |||||||
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| Distributions to Preferred Shareholders |
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| Accumulated earnings |
(2,227,090 | )* | (1,140,130 | ) | ||||||
| Return of capital |
(10,565 | )* | — | |||||||
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| Total Distributions to Preferred Shareholders |
(2,237,655 | ) | (1,140,130 | ) | ||||||
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| Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations |
9,237,259 | (8,328,013 | ) | |||||||
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| Distributions to Common Shareholders |
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| Accumulated earnings |
— | (4,608,071 | ) | |||||||
| Return of capital |
(3,221,596 | )* | (325,485 | ) | ||||||
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| Total Distributions to Common Shareholders |
(3,221,596 | ) | (4,933,556 | ) | ||||||
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| Fund Share Transactions: |
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| Net increase in net assets from common shares issued in rights offering |
— | 22,015,208 | ||||||||
| Net increase in net assets from repurchase of preferred shares |
39,181 | 2,473 | ||||||||
| Offering costs charged to paid-in-capital |
— | (330,000 | ) | |||||||
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| Net Increase in Net Assets from Fund Share Transactions |
39,181 | 21,687,681 | ||||||||
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| Net Increase in Net Assets Attributable to Common Shareholders |
6,054,844 | 8,426,112 | ||||||||
| Net Assets Attributable to Common Shareholders: |
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| Beginning of year |
100,654,986 | 92,228,874 | ||||||||
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| End of period |
$ | 106,709,830 | $ | 100,654,986 | ||||||
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| * | Based on year to date book income. Amounts are subject to change and recharacterization at year end. |
See accompanying notes to financial statements.
10
The Gabelli Global Utility & Income Trust
Financial Highlights
Selected data for a common share of beneficial interest outstanding throughout each period:
| Six Months Ended June 30, 2019 |
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
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| (Unaudited) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||||||||||||||||||||||||||||||
| Operating Performance: |
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| Net asset value, beginning of year |
$ | 18.75 | $ | 22.43 | $ | 19.83 | $ | 19.57 | $ | 21.93 | $ | 22.36 | ||||||||||||||||||||||||||||||||||||
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| Net investment income |
0.32 | 0.58 | 0.62 | 0.78 | 0.60 | 0.86 | ||||||||||||||||||||||||||||||||||||||||||
| Net realized and unrealized gain/(loss) on investments, swap contracts, and foreign currency transactions |
1.81 | (2.15 | ) | 3.65 | 1.11 | (1.39 | ) | 0.47 | ||||||||||||||||||||||||||||||||||||||||
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| Total from investment operations |
2.13 | (1.57 | ) | 4.27 | 1.89 | (0.79 | ) | 1.33 | ||||||||||||||||||||||||||||||||||||||||
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| Distributions to Preferred Shareholders: (a) |
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| Net investment income |
(0.29 | )* | (0.12 | ) | (0.18 | ) | (0.24 | ) | (0.25 | ) | (0.30 | ) | ||||||||||||||||||||||||||||||||||||
| Net realized gain |
(0.13 | )* | (0.16 | ) | (0.29 | ) | (0.19 | ) | (0.12 | ) | (0.26 | ) | ||||||||||||||||||||||||||||||||||||
| Return of capital |
(0.00 | )*(b) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
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| Total distributions to preferred shareholders |
(0.42 | ) | (0.28 | ) | (0.47 | ) | (0.43 | ) | (0.37 | ) | (0.56 | ) | ||||||||||||||||||||||||||||||||||||
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| Net Increase/(Decrease) in Net Assets Attributable to Common Shareholders Resulting from Operations |
1.71 | (1.85 | ) | 3.80 | 1.46 | (1.16 | ) | 0.77 | ||||||||||||||||||||||||||||||||||||||||
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| Distributions to Common Shareholders: |
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| Net investment income |
— | (0.49 | ) | (0.44 | ) | (0.59 | ) | (0.22 | ) | (0.39 | ) | |||||||||||||||||||||||||||||||||||||
| Net realized gain |
— | (0.64 | ) | (0.76 | ) | (0.49 | ) | (0.11 | ) | (0.33 | ) | |||||||||||||||||||||||||||||||||||||
| Return of capital |
(0.60 | )* | (0.07 | ) | — | (0.12 | ) | (0.87 | ) | (0.48 | ) | |||||||||||||||||||||||||||||||||||||
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| Total distributions to common shareholders |
(0.60 | ) | (1.20 | ) | (1.20 | ) | (1.20 | ) | (1.20 | ) | (1.20 | ) | ||||||||||||||||||||||||||||||||||||
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| Fund Share Transactions: |
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| Decrease in net asset value from common shares issued in rights offering |
— | (0.55 | ) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Increase in net asset value from repurchase of preferred shares |
0.01 | 0.00 | (b) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Increase/(Decrease) in net asset value from repurchase of common shares |
— | — | — | — | 0.00 | (b) | (0.00 | )(b) | ||||||||||||||||||||||||||||||||||||||||
| Net decrease from costs charged to repurchase of common shares |
— | — | — | — | (0.00 | )(b) | — | |||||||||||||||||||||||||||||||||||||||||
| Offering expenses charged to paid-in capital |
— | (0.08 | ) | — | — | — | (0.00 | )(b) | ||||||||||||||||||||||||||||||||||||||||
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| Total Fund share transactions |
0.01 | (0.63 | ) | — | — | 0.00 | (b) | (0.00 | )(b) | |||||||||||||||||||||||||||||||||||||||
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| Net Asset Value Attributable to Common Shareholders, End of Period |
$ | 19.87 | $ | 18.75 | $ | 22.43 | $ | 19.83 | $ | 19.57 | $ | 21.93 | ||||||||||||||||||||||||||||||||||||
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| NAV total return † |
9.25 | % | (8.86 | )% | 19.59 | % | 7.53 | % | (5.52 | )% | 3.53 | % | ||||||||||||||||||||||||||||||||||||
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| Market value, end of period |
$ | 18.82 | $ | 16.10 | $ | 21.30 | $ | 16.80 | $ | 16.70 | $ | 19.43 | ||||||||||||||||||||||||||||||||||||
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| Investment total return †† |
20.74 | % | (16.74 | )% | 34.83 | % | 7.81 | % | (8.16 | )% | 2.98 | % | ||||||||||||||||||||||||||||||||||||
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See accompanying notes to financial statements.
11
The Gabelli Global Utility & Income Trust
Financial Highlights (Continued)
Selected data for a common share of beneficial interest outstanding throughout each period:
| Six Months Ended June 30, 2019 (Unaudited) |
Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||||||||||||||||||||||||||||||||
| Ratios to Average Net Assets and Supplemental Data: |
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| Net assets including liquidation value of preferred shares, end of year (in 000’s) |
$171,323 | $ | 165,875 | $ | 143,533 | $ | 132,847 | $ | 131,749 | $ | 141,789 | |||||||||||||||||||||||||||||||||||||
| Net assets attributable to common shares, end of year (in 000’s) |
$106,710 | $ | 100,655 | $ | 92,229 | $ | 81,543 | $ | 80,445 | $ | 90,167 | |||||||||||||||||||||||||||||||||||||
| Ratio of net investment income to average net assets attributable to common shares before preferred share distributions |
3.22 | %(c) | 2.73 | % | 2.88 | % | 3.83 | % | 2.81 | % | 3.85 | % | ||||||||||||||||||||||||||||||||||||
| Ratio of operating expenses to average net assets attributable to common shares(d) |
1.31 | %(e)(f) | 1.33 | %(f)(g) | 1.34 | %(g) | 1.39 | %(g)(h) | 1.41 | %(g) | 1.39 | % | ||||||||||||||||||||||||||||||||||||
| Portfolio turnover rate |
36.3 | %(c) | 12.8 | % | 9.2 | % | 21.8 | % | 14.2 | % | 26.6 | % | ||||||||||||||||||||||||||||||||||||
| Cumulative Preferred Shares: |
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| Series A Preferred |
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| Liquidation value, end of year (in 000’s) |
$ 1,711 | $ | 2,319 | $ | 51,304 | $ | 51,304 | $ | 51,304 | $ | 51,621 | |||||||||||||||||||||||||||||||||||||
| Total shares outstanding (in 000’s) |
34 | 46 | 1,026 | 1,026 | 1,026 | 1,032 | ||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference per share |
$ 50.00 | $ | 50.00 | $ | 50.00 | $ | 50.00 | $ | 50.00 | $ | 50.00 | |||||||||||||||||||||||||||||||||||||
| Average market value(i) |
$ 47.06 | $ | 49.10 | $ | 50.90 | $ | 51.17 | $ | 50.49 | $ | 50.55 | |||||||||||||||||||||||||||||||||||||
| Asset coverage per share(j) |
$ 132.58 | $ | 127.17 | $ | 139.88 | $ | 129.47 | $ | 128.40 | $ | 137.34 | |||||||||||||||||||||||||||||||||||||
| Series B Preferred |
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| Liquidation value, end of year (in 000’s) |
$ 62,901 | $ | 62,901 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Total shares outstanding (in 000’s) |
1,258 | 1,258 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Liquidation preference per share |
$ 50.00 | $ | 50.00 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Average market value(i) |
$ 52.21 | $ | 51.32 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Asset coverage per share(j) |
$ 132.58 | $ | 127.17 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Asset coverage(k) |
265 | % | 254 | % | 280 | % | 259 | % | 257 | % | 275 | % | ||||||||||||||||||||||||||||||||||||
| † | Based on net asset value per share, adjusted for reinvestment of distributions at the net asset value per share on the ex-dividend dates and adjustments for the rights offering. |
| †† | Based on market value per share at initial public offering of $20.00 per share, adjusted for reinvestments of distributions at prices obtained under the Fund’s dividend reinvestment plan and adjustments for the rights offering. Total return for a period of less than one year is not annualized. |
| * | Based on year to date book income. Amounts are subject to change and recharacterization at year end. |
| (a) | Calculated based on average common shares outstanding on the record dates throughout the years. (b) Amount represents less than $0.005 per share. |
| (c) | Annualized. |
| (d) | Ratio of operating expenses to average net assets including liquidation value of preferred shares for the six months ended June 30, 2019, and the years ended December 31, 2018, 2017, 2016, 2015, and 2014 would have been 0.81%, 1.00%, 0.85%, 0.86%, 0.89%, and 0.89%, respectively. |
| (e) | The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended June 30, 2019 , if credits had not been received, the expense ratios would have been 1.30%. For the years ended December 31, 2018, 2017, 2016, and 2015, there was no impact on the expense ratios. |
| (f) | The Fund incurred interest expense during the six months ended June 30, 2019 and year ended December 31, 2018. If expense had not been incurred, the expense ratios would have been 1.29% and 1.31% attributable to common shares and 0.80% and 0.99% including liquidation of preferred shares, respectively. For the years ended December 31, 2017, 2016, 2015, and 2014, there was no impact on the expense ratios. |
| (g) | The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the six months ended June 30, 2019 and the years ended December 31, 2018, 2017, 2016, and 2015, there was no impact on the expense ratios. |
| (h) | During the year ended December 31, 2016, the fund received a reimbursement of custody expenses paid in prior years. Had such reimbursement been included in 2016, the expense ratios would have been 1.18% attributable to common shares and 0.73% including liquidation value of preferred shares. |
| (i) | Based on weekly prices. |
| (j) | Asset coverage per share is calculated by combining all series of preferred shares. |
| (k) | Asset coverage is calculated by combining all series of preferred shares. |
See accompanying notes to financial statements.
12
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited)
1. Organization. The Gabelli Global Utility & Income Trust (the Fund) is a non-diversified closed-end management investment company organized as a Delaware statutory trust on March 8, 2004 and registered under the Investment Company Act of 1940, as amended (the 1940 Act). Investment operations commenced on May 28, 2004.
The Fund’s investment objective is to seek a consistent level of after-tax total return over the long term with an emphasis currently on qualified dividends. The Fund will attempt to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in equity securities (including preferred securities) of domestic and foreign companies involved to a substantial extent in providing products, services, or equipment for the generation or distribution of electricity, gas, or water and infrastructure operations, and in equity securities (including preferred securities) of companies in other industries, in each case in such securities that are expected to pay periodic dividends.
2. Significant Accounting Policies. As an investment company, the Fund follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.
New Accounting Pronouncements. To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update (ASU) 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13), which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption of the additions relating to ASU 2018-13 is not required, even if early adoption is elected for the removals under ASU 2018-13. Management has early adopted the removals set forth in ASU 2018-13 in these financial statements and has not early adopted the additions set forth in ASU 2018-13.
Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the Board) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the Adviser).
Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price, unless the Board determines such amount does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by the
13
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.
Securities and assets for which market quotations are not readily available are fair valued as determined by the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.
The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 — quoted prices in active markets for identical securities; |
| ● | Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and |
| ● | Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments). |
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The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities and other financial instruments by inputs used to value the Fund’s investments as of June 30, 2019 is as follows:
| Valuation Inputs | ||||||||||||||||||||
| Level 1 Quoted Prices |
Level 2 Other Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
Total Market Value at 6/30/19 | |||||||||||||||||
| INVESTMENTS IN SECURITIES: |
||||||||||||||||||||
| ASSETS (Market Value): |
||||||||||||||||||||
| Common Stocks: |
||||||||||||||||||||
| ENERGY AND UTILITIES |
||||||||||||||||||||
| Electric Transmission and Distribution |
$ | 4,468,041 | $ | 24,010 | — | $ | 4,492,051 | |||||||||||||
| Other Industries (a) |
56,708,061 | — | — | 56,708,061 | ||||||||||||||||
| COMMUNICATIONS |
||||||||||||||||||||
| Cable and Satellite |
8,631,949 | 17,434 | — | 8,649,383 | ||||||||||||||||
| Other Industries (a) |
18,754,579 | — | — | 18,754,579 | ||||||||||||||||
| OTHER |
||||||||||||||||||||
| Aerospace |
1,856,755 | 7,664 | — | 1,864,419 | ||||||||||||||||
| Computer Software and Services |
5,977,066 | — | $ | 1,175,000 | 7,152,066 | |||||||||||||||
| Other Industries (a) |
42,108,689 | — | — | 42,108,689 | ||||||||||||||||
| Total Common Stocks |
138,505,140 | 49,108 | 1,175,000 | 139,729,248 | ||||||||||||||||
| Rights (a) |
— | — | 22,989 | 22,989 | ||||||||||||||||
| Warrants (a) |
— | 30,120 | — | 30,120 | ||||||||||||||||
| U.S. Government Obligations |
— | 32,809,289 | — | 32,809,289 | ||||||||||||||||
| TOTAL INVESTMENTS IN SECURITIES – ASSETS |
$ | 138,505,140 | $ | 32,888,517 | $ | 1,197,989 | $ | 172,591,646 | ||||||||||||
| OTHER FINANCIAL INSTRUMENTS:* |
||||||||||||||||||||
| ASSETS (Unrealized Appreciation): |
||||||||||||||||||||
| EQUITY CONTRACT |
||||||||||||||||||||
| Contract for Difference Swap Agreements |
— | $ | 5,361 | — | $ | 5,361 | ||||||||||||||
| TOTAL OTHER FINANCIAL INSTRUMENTS: |
— | $ | 5,361 | — | $ | 5,361 | ||||||||||||||
| (a) | Please refer to the Schedule of Investments (SOI) for the industry classifications of these portfolio holdings. |
| * | Other financial instruments are derivatives reflected in the SOI, such as options, futures, forwards, and swaps, which may be valued at the unrealized appreciation/(depreciation) of the instrument. |
During the six months ended June 30, 2019, the Fund did not have transfers into or out of Level 3.
15
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
| The following table reconciles Level 3 investments. | Net change | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of 12/31/18 |
Accrued discounts/ (premiums) |
Realized gain/ (loss) |
Change in unrealized appreciation/ (depreciation)† |
Net purchases |
Net sales |
Transfers into Level 3†† |
Transfers out of Level 3†† |
Balance as of |
in unrealized appreciation/ depreciation during the period on Level 3 investments still held at 06/30/19† | |||||||||||||||||||||||||||||||||||||||||
| INVESTMENTS IN SECURITIES: |
||||||||||||||||||||||||||||||||||||||||||||||||||
| ASSETS (Market Value): |
||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stocks:(a) |
$4,984 | $— | $(45 | ) | $4,154 | $1,170,900 | $(4,993 | ) | — | — | $1,175,000 | $4,100 | ||||||||||||||||||||||||||||||||||||||
| Rights(a) |
— | — | — | — | 22,989 | — | — | — | 22,989 | — | ||||||||||||||||||||||||||||||||||||||||
| TOTAL INVESTMENTS IN SECURITIES |
$4,984 | $— | $(45 | ) | $4,154 | $1,193,889 | $(4,993 | ) | — | — | $1,197,989 | $4,100 | ||||||||||||||||||||||||||||||||||||||
| (a) | Please refer to the SOI for the industry classifications of these portfolio holdings. |
| † | Net change in unrealized appreciation/depreciation on investments is included in the related amounts in the Statement of Operations. |
| †† | The Fund’s policy is to recognize transfers into and out of Level 3 as of the beginning of the reporting period. |
The following table summarizes the valuation techniques used, and unobservable inputs utilized, if any, to determine the value of certain of the Fund’s Level 3 investments as of June 30, 2019:
| Description |
Balance at 06/30/19 | Valuation Technique | ||||||||
| INVESTMENTS IN SECURITIES: |
||||||||||
| ASSETS (Market Value): |
||||||||||
| Common Stocks (a) |
$ | 1,175,000 | Last available closing price | |||||||
| Rights (a) |
22,989 | Merger/Acquisition price | ||||||||
|
|
|
|||||||||
| $ | 1,197,989 | |||||||||
|
|
|
|||||||||
| (a) | Please refer to the SOI for the industry classifications of these portfolio holdings. |
The valuations in the table above are based on management assessment of realizable value.
Additional Information to Evaluate Qualitative Information.
General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.
Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models,
16
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.
The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include backtesting the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.
Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing in derivative financial instruments for the purposes of increasing the income of the Fund, hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase, or hedging against a specific transaction with respect to either the currency in which the transaction is denominated or another currency. Investing in certain derivative financial instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity, hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses may also arise if the counterparty does not perform its duties under a contract, or, in the event of default, the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential losses to which the Fund would not be subject absent the use of these strategies. The consequences of these risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.
Collateral requirements differ by type of derivative. Collateral requirements are set by the broker or exchange clearing house for exchange traded derivatives, while collateral terms are contract specific for derivatives traded over-the-counter. Securities pledged to cover obligations of the Fund under derivative contracts are noted in the Schedule of Investments. Cash collateral, if any, pledged for the same purpose will be reported separately in the Statement of Assets and Liabilities.
The Fund’s policy with respect to offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the master agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
The Fund’s derivative contracts held at June 30, 2019, if any, are not accounted for as hedging instruments under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.
Swap Agreements. The Fund may enter into equity contract for difference swap transactions for the purpose of increasing the income of the Fund. The use of swaps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. In an equity contract for difference swap, a set of future cash flows is exchanged between two counterparties. One of these cash flow streams will typically be based on a reference interest rate combined with the performance of a notional value of shares of a stock. The other will be based on the performance of the shares of a stock. Depending on the general state of short term interest rates and the returns on the Fund’s portfolio securities
17
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
at the time an equity contract for difference swap transaction reaches its scheduled termination date, there is a risk that the Fund will not be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction.
Unrealized gains related to swaps are reported as an asset and unrealized losses are reported as a liability in the Statement of Assets and Liabilities. The change in value of swaps, including the accrual of periodic amounts of interest to be received or paid on swaps, is reported as unrealized gain or loss in the Statement of Operations. A realized gain or loss is recorded upon receipt or payment of a periodic payment or termination of swap agreements. Equity contract for difference swap agreements held at June 30, 2019 are reflected within the Schedule of Investments.
The Fund’s volume of activity in equity contract for difference swap agreements during the six months ended June 30, 2019 had an average monthly notional amount of approximately $129,279.
At June 30, 2019, the Fund’s derivative assets (by type) are as follows:
| Gross Amounts of Recognized Assets Presented in the Statement of Assets and Liabilities |
Gross Amounts Offset in the and Liabilities |
Net Amounts of Assets Presented in the Statement of Assets and Liabilities |
||||||||||
|
|
|
| ||||||||||
| Assets |
||||||||||||
| Equity Contract for Difference Swap Agreements |
$5,361 | — | $5,361 | |||||||||
The following table presents the Fund’s derivative assets by counterparty net of the related collateral segregated by the Fund for the benefit of the counterparty as of June 30, 2019:
| Net Amounts Not Offset in the Statement of Assets and Liabilities | ||||||||||||||||
| Net Amounts of the Statement of |
Financial Instruments | Cash Collateral Pledged |
Net Amount | |||||||||||||
|
|
|
|||||||||||||||
| Counterparty |
||||||||||||||||
| The Goldman Sachs Group, Inc. |
$5,361 | — | — | $5,361 | ||||||||||||
At June 30, 2019, the value of equity contract for difference swap agreements can be found in the Statement of Assets and Liabilities under Assets, Unrealized appreciation on swap contracts. For the six months ended June 30, 2019, the effect of equity contract for difference swap agreements can be found in the Statement of Operations under Net Realized and Unrealized Gain/(Loss) on Investments, Swap Contracts, and Foreign Currency, Net realized gain on swap contracts and Net change in unrealized appreciation/depreciation on swap contracts.
Forward Foreign Exchange Contracts. The Fund may engage in forward foreign exchange contracts for the purpose of hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on foreign currency translations. When the contract is closed, the Fund
18
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund’s portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. There were no forward foreign exchange contracts outstanding at June 30, 2019.
Limitations on the Purchase and Sale of Futures Contracts, Certain Options, and Swaps. Subject to the guidelines of the Board, the Fund may engage in “commodity interest” transactions (generally, transactions in futures, certain options, certain currency transactions, and certain types of swaps) only for bona fide hedging or other permissible transactions in accordance with the rules and regulations of the Commodity Futures Trading Commission (CFTC). Pursuant to amendments by the CFTC to Rule 4.5 under the Commodity Exchange Act (CEA), the Adviser has filed a notice of exemption from registration as a “commodity pool operator” with respect to the Fund. The Fund and the Adviser are therefore not subject to registration or regulation as a commodity pool operator under the CEA. In addition, certain trading restrictions are now applicable to the Fund which permit the Fund to engage in commodity interest transactions that include (i) “bona fide hedging” transactions, as that term is defined and interpreted by the CFTC and its staff, without regard to the percentage of the Fund’s assets committed to margin and options premiums and (ii) non-bona fide hedging transactions, provided that the Fund does not enter into such non-bona fide hedging transactions if, immediately thereafter, either (a) the sum of the amount of initial margin deposits on the Fund’s existing futures positions or swaps positions and option or swaption premiums would exceed 5% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions, or (b) the aggregate net notional value of the Fund’s commodity interest transactions would not exceed 100% of the market value of the Fund’s liquidating value, after taking into account unrealized profits and unrealized losses on any such transactions. Therefore, in order to claim the Rule 4.5 exemption, the Fund is limited in its ability to invest in commodity futures, options, and certain types of swaps (including securities futures, broad based stock index futures, and financial futures contracts). As a result, in the future the Fund will be more limited in its ability to use these instruments than in the past, and these limitations may have a negative impact on the ability of the Adviser to manage the Fund, and on the Fund’s performance.
Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes in foreign exchange rates and/or changes in market prices of securities have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions, and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.
19
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information about companies, and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than securities of comparable U.S. issuers.
Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
Restricted Securities. The Fund is not subject to an independent limitation on the amount it may invest in securities for which the markets are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards established by the Board. The continued liquidity of such securities is not as well assured as that of publicly traded securities, and, accordingly, the Board will monitor their liquidity. At June 30, 2019, the Fund held no restricted securities.
Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on an accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.
Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities and foreign currency transactions held by the Fund, and timing differences. Distributions from net investment income for federal income tax purposes include net realized gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise.
Under the fund’s current common share distribution policy, the Fund declares and pays monthly distributions from net investment income, capital gains, and paid-in capital. The actual source of the distribution is determined after the end of the calendar year. Pursuant to this policy, distributions during the year may be made in excess of required distributions. To the extent such distributions are made from current earnings and profits, they are considered ordinary income or long term capital gains. The Fund’s current distribution policy may restrict the Fund’s ability to pass through to shareholders all of its net realized long term capital gains as a Capital Gain Distributions sourced to the maximum federal income tax rate and may cause such gains to be treated as
20
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
ordinary income. Distributions sourced from paid-in capital should not be considered as dividend yield or the total return from an investment in the Fund. The Board will continue to monitor the Fund’s distribution level, taking into consideration the Fund’s NAV and the financial market environment. The Fund’s distribution policy is subject to modification by the Board at any time.
Distributions to shareholders of the Fund’s 3.80% Series A Cumulative Preferred Shares (Series A Preferred) and Series B Cumulative Preferred Shares (Series B Preferred) are recorded on a daily basis and are determined as described in Note 5.
The tax character of distributions paid during the year ended December 31, 2018 was as follows:
| Common | Preferred | |||||||||||||
| Distributions paid from: |
||||||||||||||
| Ordinary income (inclusive of short term gains) |
$ | 2,284,459 | $ | 565,221 | ||||||||||
| Net long term capital gains |
2,323,612 | 574,909 | ||||||||||||
| Return of capital |
325,485 | — | ||||||||||||
|
|
|
|
|
|||||||||||
| Total distributions paid |
$ | 4,933,556 | $ | 1,140,130 | ||||||||||
|
|
|
|
|
|||||||||||
Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). It is the policy of the Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for federal income taxes is required.
The following summarizes the tax cost of investments and the related net unrealized appreciation at June 30, 2019:
| Cost | Gross Unrealized Appreciation |
Gross Unrealized Depreciation |
Net Unrealized Appreciation |
|||||||||||||||||||||||||||||
| Investments and derivatives instruments |
$ | 144,017,002 | $ | 33,988,637 | $ | (5,408,632) | $28,580,005 | |||||||||||||||||||||||||
The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended June 30, 2019, the Fund did not incur any income tax, interest, or penalties. As of June 30, 2019, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. The Fund’s federal and state tax returns for the prior three fiscal years remain open, subject to examination. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.
3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment advisory agreement (the Advisory Agreement) with the Adviser which provides that the Fund will pay the Adviser a fee, computed weekly and paid monthly, currently equal on an annual basis to 0.50% of the value of the Fund’s average weekly total assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s portfolio and oversees the administration of all aspects of the Fund’s business and affairs.
21
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
During the six months ended June 30, 2019, the Fund paid $33,001 in brokerage commissions on security trades to G.research, LLC, an affiliate of the Adviser.
During the six months ended June 30, 2019, the Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. The amount of such expenses paid through this directed brokerage arrangement during this period was $1,272.
The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. Under the sub-administration agreement with Bank of New York Mellon, the fees paid include the cost of calculating the Fund’s NAV. The Fund reimburses the Adviser for this service. During the six months ended June 30, 2019, the Fund accrued $22,500 in accounting fees in the Statement of Operations.
As per the approval of the Board, the Fund compensates officers of the Fund, who are employed by the Fund and are not employed by the Adviser (although the officers may receive incentive based variable compensation from affiliates of the Adviser). During the six months ended June 30, 2019, the Fund accrued $74,442 in payroll expenses in the Statement of Operations.
The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $3,000 plus $1,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. The Audit Committee Chairman receives an annual fee of $3,000, the Nominating Committee Chairman receives an annual fee of $2,000, and the Lead Trustee receives an annual fee of $1,000. A Trustee may receive a single meeting fee, allocated among the participating funds, for participation in certain meetings held on behalf of multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.
4. Portfolio Securities. Purchases and sales of securities during the six months ended June 30, 2019, other than short term securities and U.S. Government obligations, aggregated $87,607,434 and $44,157,943, respectively.
5. Capital. The Fund is authorized to issue an unlimited number of common shares of beneficial interest (par value $0.001). The Board has authorized the repurchase of its shares on the open market when the shares are trading at a discount of 10% or more (or such other percentage as the Board may determine from time to time) from the NAV of the shares. During the six months ended June 30, 2019 and the year ended December 31, 2018, the Fund did not repurchase and retire any shares in the open market.
The Fund’s Declaration of Trust, as amended, authorizes the issuance of an unlimited number of shares of $0.001 par value Preferred Shares. Preferred Shares are senior to the common shares and result in the financial leveraging of the common shares. Such leveraging tends to magnify both the risks and opportunities to common shareholders. Dividends on the Series A and Series B Preferred are cumulative and the liquidation value is $50 per share. The Fund is required by the 1940 Act and by the Fund’s Statement of Preferences to meet certain asset coverage tests with respect to the Preferred Shares. If the Fund fails to meet these requirements and does not correct such failure, the Fund may be required to redeem, in part or in full, the Series A and Series B Preferred Shares at the redemption price of $50 per share plus an amount equal to the accumulated and unpaid dividends whether or not declared on such shares in order to meet these requirements. Additionally, failure to meet the foregoing asset coverage requirements could restrict the Fund’s ability to pay dividends to
22
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
common shareholders and could lead to sales of portfolio securities at inopportune times. The income received on the Fund’s assets may vary in a manner unrelated to the fixed and variable rates, which could have either a beneficial or detrimental impact on net investment income and gains available to common shareholders.
The Fund has an effective shelf registration authorizing the offering of an additional $150 million of common or preferred shares. As of June 30, 2019, after considering the common and preferred shares rights offerings, the Fund has approximately $65 million available for issuance under the current shelf registration.
The Series A Preferred has an annual dividend rate of 3.80%. The Fund may redeem at any time all or any part of the Series A Preferred at the liquidation value plus accumulated and unpaid dividends. During the six months ended June 30, 2019, the Fund repurchased and retired 12,145 of the series A Preferred in the open market at an investment of $567,469 and average discount of approximately 6.57% from its liquidation preference.
During the year ended December 31, 2018, the Fund completed a rights offering whereby one transferable right was issued for each common share held as of November 12, 2018. Three rights were required to purchase one additional common share and one Series B Preferred share at the subscription price of $67.50. On December 19, 2018, the Fund issued 1,258,029 common shares and 1,258,029 Series B Preferred shares receiving net proceeds of $84,586,957, after the deduction of estimated offering expenses of $330,000. The NAV of the Fund was reduced by $0.55 per share on the day the additional common shares were issued due to the additional common shares being issued below NAV.
The Series B Preferred will pay distributions quarterly at an annualized dividend rate of 7.00% of the $50 per share liquidation preference for the quarterly dividend periods ending on or prior to December 2019 (Year 1). At least 30 days prior to the end of the Year 1, the Board will determine and publicly announce a reset fixed dividend rate that will apply for all remaining quarterly dividend periods. Each reset dividend rate will be determined by the Board or a committee thereof in its sole discretion, and such rate will be at least 200 basis points over the yield of the ten year U.S. Treasury Note at the date of determination, but in no case will such rate be less than an annualized rate of 4.00% nor greater than an annualized rate of 7.00%. The Series B may be put back to the Fund during the 30 day period prior to each of December 26, 2021 and December 26, 2023 at the liquidation preference of $50 per share, plus any accumulated and unpaid dividends, and redeemed by the Fund, at its option, at the liquidation preference of $50 per share, plus any accumulated and unpaid dividends, at any time commencing on December 26, 2023.
The following table summarizes Cumulative Preferred Share information:
| Series | Issue Date | Authorized | Number of Shares Outstanding at 06/30/19 |
Net Proceeds | 2019 Dividend Rate Range |
Dividend Rate at 06/30/19 |
Accrued Dividends at 06/30/19 | ||||||||||||||||||||||
| A 3.800% |
April 11, 2013 | 1,200,000 | 34,229 | $ | 70,286,465 | Fixed Rate | 3.800 | % | $ | 903 | |||||||||||||||||||
| B |
December 19, 2018 | 1,370,433 | 1,258,029 | 84,586,957 | 7.000% | 7.000 | % | 61,154 | |||||||||||||||||||||
The holders of Preferred Shares generally are entitled to one vote per share held on each matter submitted to a vote of shareholders of the Fund and will vote together with holders of common shares as a single class. The holders of Preferred Shares voting together as a single class also have the right currently to elect two Trustees and under certain circumstances are entitled to elect a majority of the Board of Trustees. In addition, the affirmative vote of a majority of the votes entitled to be cast by holders of all outstanding shares of the Preferred Shares, voting as a single class, will be required to approve any plan of reorganization adversely
23
The Gabelli Global Utility & Income Trust
Notes to Financial Statements (Unaudited) (Continued)
affecting the Preferred Shares, and the approval of two-thirds of each class, voting separately, of the Fund’s outstanding voting stock must approve the conversion of the Fund from a closed-end to an open-end investment company. The approval of a majority (as defined in the 1940 Act) of the outstanding Preferred Shares and a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities are required to approve certain other actions, including changes in the Fund’s investment objectives or fundamental investment policies.
6. Industry Concentration. Because the Fund primarily invests in common stocks and other securities of foreign and domestic companies in the utility industry, its portfolio may be subject to greater risk and market fluctuations than a portfolio of securities representing a broad range of investments.
7. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.
8. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
Shareholder Meeting – May 13, 2019 – Final Results
The Fund’s Annual Meeting of Shareholders was held on May 13, 2019 in Greenwich, Connecticut. At that meeting, common and preferred shareholders, voting together as a single class, re-elected Vincent D. Enright and Michael J. Melarkey as Trustees of the Fund, with 5,665,266 votes and 5,673,704 votes cast in favor of these Trustees, and 279,816 votes and 271,379 votes withheld for these Trustees, respectively.
James P. Conn, Leslie F. Foley, Salvatore M. Salibello, and Salvatore J. Zizza continue to serve in their capacities as Trustees of the Fund.
We thank you for your participation and appreciate your continued support.
24
The Gabelli Global Utility & Income Trust
Board Consideration and Re-Approval of Investment Advisory Agreement (Unaudited)
At a meeting on May 15, 2019, the Board of Trustees (Board) of the Fund approved the continuation of the investment advisory agreement with the Adviser for the Fund on the basis of the recommendation by the trustees who are not “interested persons” of the Fund (the Independent Board Members). The following paragraphs summarize the material information and factors considered by the Independent Board Members as well as their conclusions relative to such factors.
Nature, Extent and Quality of Services. The Independent Board Members considered information regarding the portfolio manager, the depth of the analyst pool available to the Adviser and the portfolio manager, the scope of supervisory, administrative, shareholder and other services supervised or provided by the Adviser and the absence of significant service problems reported to the Board. The Independent Board Members noted the experience, length of service and reputation of the portfolio manager.
Investment Performance. The Independent Board Members reviewed the performance of the Fund for the one, three, five, and ten year periods ended March 31, 2019 against a peer group of utility and infrastructure funds selected by the Adviser (the Adviser Peer Group) and against a peer group consisting of funds in the Fund’s Lipper category (the Lipper Peer Group). The Independent Board Members noted that the Fund’s performance was in the fourth quartiles for the one-, three-, five-, and ten-year periods for the Adviser Peer Group, and was in the third, fourth, fourth, and fourth quartiles for the one-, three-, five- and ten-year periods, respectively, for the Lipper Peer Group. The Independent Board Members noted that they had engaged in an extensive discussion with the Adviser on the Fund’s portfolio and the Fund’s absolute returns.
Profitability. The Independent Board Members reviewed summary data regarding the profitability of the Fund to the Adviser both with an administrative overhead charge and without such charge. The Board also reviewed materials showing that a portion of the Fund’s portfolio transactions was executed by the Adviser’s affiliated broker, resulting in incremental profits to the broker.
Economies of Scale. The Independent Board Members considered the major elements of the Adviser’s cost structure and the relationship of those elements to potential economies of scale. The Independent Board Members noted that the Fund was a closed-end fund and unlikely to realize any economies of scale potentially available through growth in the absence of additional offerings.
Sharing of Economies of Scale. The Independent Board Members noted that the investment advisory fee schedule for the Fund does not take into account any potential economies of scale.
Service and Cost Comparisons. The Independent Board Members compared the expense ratios of the investment advisory fee, other expenses, and total expenses of the Fund to similar expense ratios of the Adviser Peer Group and the Lipper Peer Group and noted that the advisory fee includes substantially all administrative services of the Fund as well as investment advisory services of the Adviser. The Independent Board Members noted that the Fund’s total expense ratio was above average for the Adviser Peer Group, but below average for the Lipper Peer Group, and the Fund’s size was below average within the applicable peer groups. The Independent Board Members noted that the management fee reflected by Lipper is the aggregate fee paid by a fund (including fees attributable to both common and preferred shares) as a percentage of the assets attributable to common shares, which may result in the calculation of a higher management fee percentage than the stated contractual fee for any funds employing leverage. The Independent Board Members were presented with information comparing the advisory fee to the fee for other types of accounts managed by the Adviser. The Independent Board Members noted that within each group, the Fund’s investment management fee was below average..
25
The Gabelli Global Utility & Income Trust
Board Consideration and Re-Approval of Investment Advisory Agreement (Unaudited) (Continued)
Conclusions. The Independent Board Members concluded that the Fund enjoyed highly experienced portfolio advisory services, good ancillary services and an acceptable performance record within its relatively conservative stance and that the Independent Board Members were pleased with the stability of the Fund’s performance. The Independent Board Members also concluded that the Fund’s expense ratios were acceptable in light of the Fund’s size, and that, in part due to the Fund’s structure as a closed-end fund, economies of scale were not a significant factor in their thinking. The Independent Board Members did not view the potential profitability of ancillary services as material to their decision. On the basis of the foregoing and without assigning particular weight to any single conclusion, the Independent Board Members determined to recommend continuation of the Advisory Agreement to the full Board.
Based on a consideration of all these factors in their totality, the Board Members, including all of the Independent Board Members, determined that the Fund’s advisory fee was appropriate in light of the quality of services provided and in light of the other factors described above that the Board deemed relevant. Accordingly, the Board Members determined to approve the continuation of the Fund’s Advisory Agreement. The Board Members based their decision on evaluations of all these factors as a whole and did not consider any one factor as all-important or controlling.
26
THE GABELLI GLOBAL UTILITY & INCOME TRUST
One Corporate Center
Rye, NY 10580-1422
Portfolio Manager Biography
Mario J. Gabelli, CFA, is Chairman, Chief Executive Officer, and Chief Investment Officer - Value Portfolios of GAMCO Investors, Inc. that he founded in 1977, and Chief Investment Officer - Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc. He is also Executive Chairman of Associated Capital Group, Inc. Mr. Gabelli is a summa cum laude graduate of Fordham University and holds an MBA degree from Columbia Business School and Honorary Doctorates from Fordham University and Roger Williams University.
We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager’s commentary is unrestricted. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.
The Net Asset Value per share appears in the Publicly Traded Funds column, under the heading “Specialized Equity Funds,” in Monday’s The Wall Street Journal. It is also listed in Barron’s Mutual Funds/Closed End Funds section under the heading “Specialized Equity Funds.”
The Net Asset Value per share may be obtained each day by calling (914) 921-5070 or visiting www.gabelli.com.
The NASDAQ symbol for the Net Asset Value is “XGLUX.”
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may from time to time purchase its common shares in the open market when the Fund’s shares are trading at a discount of 10% or more from the net asset value of the shares. The Fund may also, from time to time, purchase its preferred shares in the open market when the preferred shares are trading at a discount to the liquidation value.
| Item 2. | Code of Ethics. |
Not applicable.
| Item 3. | Audit Committee Financial Expert. |
Not applicable.
| Item 4. | Principal Accountant Fees and Services. |
Not applicable.
| Item 5. | Audit Committee of Listed Registrants. |
Not applicable.
| Item 6. | Investments. |
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
| (b) | Not applicable. |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
| Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
REGISTRANT PURCHASES OF EQUITY SECURITIES
| Period
|
(a) Total Number of Shares (or Units) Purchased
|
(b) Average Price Paid per Share (or Unit)
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
| ||||
| Month #1 01/01/2019 through 01/31/2019 |
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – 5,369,326
Preferred Series A – 46,374
Preferred Series B – 1,258,029
| ||||
| Month #2 02/01/2019 through 02/28/2019 |
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – 5,369,326
Preferred Series A – 46,374
Preferred Series B – 1,258,029
| ||||
| Month #3 03/01/2019 through 03/31/2019 |
Common – N/A
Preferred Series A – 11,045
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – $46.05
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – 11,045
Preferred Series B – N/A
|
Common – 5,369,326
Preferred Series A – 46,374 - 11,045 = 35,329
Preferred Series B – 1,258,029
| ||||
| Month #4 04/01/2019 through 04/30/2019 |
Common – N/A
Preferred Series A – 1,000
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – $47.40
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – 1,000
Preferred Series B – N/A
|
Common – 5,369,326
Preferred Series A – 35,329 - 1,000 = 34,329
Preferred Series B – 1,258,029
| ||||
| Month #5 05/01/2019 through |
Common – N/A
Preferred Series A – 100
|
Common – N/A
Preferred Series A – $45.40
|
Common – N/A
Preferred Series A – 100
|
Common – 5,369,326
Preferred Series A – 34,329 - 100 = 34,229
|
| 05/31/2019
|
Preferred Series B – N/A
|
Preferred Series B – N/A
|
Preferred Series B – N/A
|
Preferred Series B – 1,258,029
| ||||
| Month #6 06/01/2019 through 06/30/2019
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – N/A
Preferred Series B – N/A
|
Common – 5,369,326
Preferred Series A – 34,229
Preferred Series B – 1,258,029
| ||||
| Total
|
Common – N/A
Preferred Series A – 12,145
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – $46.2568
Preferred Series B – N/A
|
Common – N/A
Preferred Series A – 12,145
Preferred Series B – N/A
|
N/A
|
Footnote columns (c) and (d) of the table, by disclosing the following information in the aggregate for all plans or programs publicly announced:
| a. | The date each plan or program was announced – The notice of the potential repurchase of common and preferred shares occurs semiannually in the Fund’s shareholder reports in accordance with Section 23(c) of the Investment Company Act of 1940, as amended. |
| b. | The dollar amount (or share or unit amount) approved – Any or all common shares outstanding may be repurchased when the Fund’s common shares are trading at a discount of 10% or more from the net asset value of the shares. Any or all preferred shares outstanding may be repurchased when the Fund’s preferred shares are trading at a discount to the liquidation value. |
| c. | The expiration date (if any) of each plan or program – The Fund’s repurchase plans are ongoing. |
| d. | Each plan or program that has expired during the period covered by the table – The Fund’s repurchase plans are ongoing. |
| e. | Each plan or program the registrant has determined to terminate prior to expiration, or under which the registrant does not intend to make further purchases. – The Fund’s repurchase plans are ongoing. |
| Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
| (a)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (a)(3) | Not applicable. |
| (a)(4) | Not applicable. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) |
The Gabelli Global Utility & Income Trust |
| By (Signature and Title)* |
/s/ Bruce N. Alpert | |
| Bruce N. Alpert, Principal Executive Officer | ||
| Date |
9/5/19 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* |
/s/ Bruce N. Alpert | |
| Bruce N. Alpert, Principal Executive Officer |
| Date |
9/5/19 | |
| By (Signature and Title)* |
/s/ John C. Ball | |
| John C. Ball, Principal Financial Officer and Treasurer | ||
| Date |
9/5/19 | |
* Print the name and title of each signing officer under his or her signature.