EX-3.1 2 ex3-1.htm AMENDMENT NO. 3 TO THE STATEMENT OF PREFERENCES OF SERIES B CUMULATIVE PUTTABLE AND CALLABLE PREFERRED SHARES

 

The Gabelli Global Utility & Income Trust 8-K

Exhibit 3.1 

 

 

THE GABELLI GLOBAL UTILITY & INCOME TRUST

STATEMENT OF PREFERENCES
OF
SERIES B CUMULATIVE PUTTABLE AND CALLABLE PREFERRED SHARES

AMENDMENT NO. 3

The Gabelli Global Utility & Income Trust, a Delaware statutory trust (the “Fund”), hereby certifies that:

FIRST: The Board of Trustees of the Fund (the “Board of Trustees”), at a meeting duly convened and held on February 27, 2013, pursuant to authority expressly vested in it by Article V of the Second Amended and Restated Agreement and Declaration of Trust, adopted resolutions classifying an unlimited amount of shares as authorized but unissued preferred shares of the Fund.

SECOND: The Board of Trustees and the Pricing Committee of the Board of Trustees, at meetings duly convened and held on August 22, 2018 and October 31, 2018, respectively, approved the designation and issuance by the Fund of up to 1,370,433 of Series B Cumulative Puttable and Callable Preferred Shares (the “Series B Preferred Shares”) pursuant to an offering made by the Fund to holders of the Fund’s common shares, of transferable rights to subscribe for and, upon exercise of the rights, purchase common shares and Series B Preferred Shares.

THIRD: The Board of Trustees, at a meeting duly convened and held on August 24, 2023, determined to (a) increase the dividend rate on the Series B Preferred Shares, effective as of September 26, 2023, and (b) add an additional put date for the Series B Preferred Shares, effective as of August 24, 2023, and determined that each such action would not adversely affect the rights and preferences of the Series B Preferred Shares.

FOURTH: The Board of Trustees, by Action by Written Consent in Lieu of a Meeting on December 8, 2023, determined to add an additional put date for the Series B Preferred Shares, effective as of December 8, 2023, and determined that such action would not adversely affect the rights and preferences of the Series B Preferred Shares.

FIFTH: Effective as of March 17, 2025, Part II, Section 4(c) of the Statement of Preferences of the Series B Preferred Shares is deleted and replaced in its entirety with the following:

(c) Puts.

The Fund will redeem all or any part of the Series B Preferred Shares that holders have properly tendered for redemption during the 60-day period prior to each of December 26, 2021, December 26, 2023, June 26, 2024, December 26, 2024, June 26, 2025, December 26, 2025, June 26, 2026, December 26, 2026 and June 26, 2027 at the Redemption Price per share.

SIXTH: Capitalized terms used but not defined herein shall have the respective meanings given to them in the Statement of Preferences of the Series B Preferred Shares.

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IN WITNESS WHEREOF, The Gabelli Global Utility & Income Trust has caused this Amendment No. 3 to the Statement of Preferences of Series B Preferred Shares to be signed in its name and on its behalf by a duly authorized officer, who acknowledges said instrument to be the statutory trust act of the Fund, and certifies that, to the best of such officer’s knowledge, information and belief under penalty of perjury, that this Amendment No. 3 to the Statement of Preferences of Series B Preferred Shares was duly adopted by the Board of Trustees of the Fund on March 19, 2025.

 

  By: /s/ John C. Ball
    Name: John C. Ball
    Title: President and Treasurer

 

Attest:

 

/s/ Peter Goldstein  
Name: Peter Goldstein  
Title: Secretary  

 

[GLU Series B Statement of Preferences Amendment No. 3 Signature Page]