Form 8-K

8-K — GAMCO Natural Resources, Gold & Income Trust

Accession: 0001829126-26-003900

Filed: 2026-04-27

Period: 2026-04-22

CIK: 0001438893

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — gamco_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (gamco_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (gamco_ex5-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gamco_8k.htm · Sequence: 1

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0001438893

2026-04-22

0001438893

GNT:CommonSharesOfBeneficialInterestMember

2026-04-22

0001438893

GNT:SeriesCumulativePreferredSharesMember

2026-04-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 22, 2026

GAMCO Natural Resources, Gold & Income Trust

(Exact name of registrant as specified in its charter)

Delaware

811-22216

27-4249875

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

One Corporate Center, Rye,

New York

10580

(Address

of principal executive offices)

(Zip

Code)

Registrants telephone number, including

area code (800)

422-3554

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Shares of Beneficial Interest

GNT

New York Stock Exchange

Series

A Cumulative Preferred Shares

GNT

Pr A

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

☐ Emerging

growth company

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 22, 2026, GAMCO

Natural Resources, Gold & Income Trust (NYSE: GNT) (the “Fund”) entered into a sales agreement (the “Sales Agreement”)

with G.research, LLC (the “Sales Manager”), pursuant to which the Fund may offer and sell up to 1,000,000 common shares of

beneficial interest of the Fund, par value $0.001 per share (the “Common Shares”), from time to time, through the Sales Manager,

in transactions deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the

“Offering”). The minimum price on any day at which Common Shares may be sold will not be less than the then current net asset

value per share plus the per share amount of the commission to be paid to the Sales Manager.

The Offering is being made

pursuant a prospectus supplement, dated April 24, 2026 and the accompanying prospectus, dated February 5, 2024, each of which

constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-276020) previously filed

with the Securities and Exchange Commission (the “Registration Statement”).

The foregoing description

of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement

filed with this report as Exhibit 1.1 and incorporated herein by reference.

Item 8.01. Other Events

On April 24, 2026, the

Fund commenced the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of Skadden, Arps, Slate, Meagher

& Flom LLP relating to the legality of the Common Shares is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference

the exhibits filed herewith into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1

Sales Agreement between the Registrant and G.research, LLC

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAMCO

NATURAL RESOURCES, GOLD & INCOME TRUST

Date:

April 27, 2026

By:

/s/

John C. Ball

Name:

John

C. Ball

Title:

President

and Treasurer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: gamco_ex1-1.htm · Sequence: 2

Exhibit 1.1

GAMCO

Natural Resources, Gold & Income Trust

SALES

AGREEMENT

$8,800,000

value of

Common

Shares of Beneficial Interest

Par

Value $0.001 Per Share

SALES

AGREEMENT

April 22,

2026

G.research,

LLC

One Corporate Center

Rye, New York 10580

Ladies

and Gentlemen:

GAMCO

Natural Resources, Gold & Income Trust (the “Fund”), a statutory trust organized and existing under and by virtue

of the laws of the State of Delaware, proposes to issue and sell through G.research, LLC (the “Sales Manager”), as

agent, as much as $8,800,000 aggregate value (the “Maximum Amount”) of common shares of beneficial interest, par value

$0.001 per share (the “Common Shares”), of the Fund.

The

Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder

(collectively called the “Securities Act”), and with the provisions of the Investment Company Act of 1940, as amended,

and the rules and regulations thereunder (collectively called the “Investment Company Act”), with the Securities and

Exchange Commission (the “Commission”) a shelf registration statement on Form N-2 (File Nos. 333-276020

and 811-277213), including a base prospectus, a form of supplemental prospectus and a statement of additional information, relating to

the Common Shares, which incorporated by reference documents that the Fund has filed or will file in accordance with the provisions of

the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and

the Investment Company Act. In addition, the Fund has filed a Notification of Registration on Form N-8A (the “Notification”)

pursuant to Section 8 of the Investment Company Act.

The

Fund has prepared and filed, in accordance with Section 12 of the Exchange Act, and the Commission has declared effective, a

registration statement (as amended, the “Exchange Act Registration Statement”) on Form 8-A (File

No. 001-35046) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities

consisting of the Common Shares. Except

where the

context otherwise requires,

“Registration Statement,” as used herein, means the registration statement, as amended at each time such registration

statement or an amendment thereto becomes effective for purposes of Section 11 of the Securities Act, as such section applies to

the Sales Manager (the “Effective Time”), including (i) all documents filed as a part thereof or incorporated

by reference therein, and (ii) any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b)(2)

under the Securities Act and deemed to be part of the registration statement at the Effective Time.

Except

where the context otherwise requires, “Prospectus,” as used herein, means the final base prospectus (including the

statement of additional information incorporated therein by reference) and latest supplemental prospectus relating to the offering of

the Common Shares contemplated by this Sales Agreement, as filed by the Fund with the Commission, each as amended or supplemented from

time to time (i) pursuant to Rule 424 under the Securities Act on or before the second business day after the date hereof (or

such earlier time as may be required under the Securities Act) or (ii) pursuant to Rule 424 under the Securities Act on or

before the fourth business day prior to the relevant Settlement Date, in each case in the form furnished by the Fund to the Sales Manager

for its use in connection with the offering of the Common Shares.

“Sales

Materials” means those advertising materials, sales literature or other promotional materials or documents, if any, constituting

an advertisement pursuant to Rule 482 under the Securities Act authorized or prepared by the Fund or authorized or prepared on behalf

of the Fund by the Investment Adviser (as defined below) or any representative thereof for use in connection with the public offering

or sale of the Common Shares; provided, however, that Sales Materials do not include any slides, tapes or other materials

or documents that constitute a “written communication” (as defined in Rule 405 under the Securities Act) used in connection

with a “road show” or a “bona fide electronic road show” (each as defined in Rule 433 under the Securities

Act) related to the offering of Common Shares contemplated hereby (collectively, “Road Show Materials”).

“Applicable

Time” means the time as of which this Sales Agreement was entered into, which shall be 9:00 A.M. (New York City time)

on the date of this Sales Agreement (or such other time as is agreed to by the Fund and the Sales Manager).

Gabelli

Funds, LLC, a New York limited liability company (the “Investment Adviser”), acts as the Fund’s investment adviser

pursuant to an Investment Advisory Agreement by and between the Fund and the Investment Adviser, dated as of January 20, 2011 (the

“Investment Advisory Agreement”). The Bank of New York Mellon acts as the custodian (the “Custodian”)

of the Fund’s cash and portfolio assets pursuant to the Custodian Agreement, dated as of December 22, 2010 (the “Custodian

Agreement”). Equiniti Trust Company, LLC acts as the Fund’s transfer agent, registrar, and dividend disbursing agent

(the “Transfer Agent”) pursuant to a Transfer Agency and Service Agreement, dated as of January 1, 2011 (the

“Transfer Agency Agreement”). BNY Mellon Investment Servicing (US) Inc. (“BNYM”) acts as the sub-administrator

of the Fund pursuant to a Sub-Administration Agreement, dated as of December 22, 2010, between the Investment Adviser and BNYM (the

“Sub-Administration Agreement”), pursuant to which the Sub-Administrator provides certain administrative services

necessary for the Fund’s operations which do not include the investment and portfolio management services provided by the Investment

Adviser.

used in this Sales Agreement, “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”)

is open for trading. The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar

terms, as used in this Sales Agreement, shall in each case refer to this Sales Agreement as a whole and not to any particular section,

paragraph, sentence or other subdivision of this Sales Agreement. The term “or,” as used herein, is not exclusive.

The

Fund, the Investment Adviser and the Sales Manager agree as follows:

Sale and Purchase. Upon

the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to issue and

sell through the Sales Manager, as agent, and the Sales Manager agrees to sell, as agent for the Fund, on a best efforts basis, up to

the Maximum Amount of the Common Shares during the term of this Sales Agreement on the terms set forth herein. The Common Shares will

be sold from time to time as described in the Registration Statement and Prospectus in amounts and at prices as directed by the Fund

and as agreed to by the Sales Manager.

(a)

The Sales Manager may, if it

reasonably believes one of the conditions under Section 6(a) below exists, upon notice to the Fund by telephone (confirmed promptly

by telecopy or hand delivery), at any time and from time to time suspend the offering of Common Shares; provided, however,

that such suspension shall not affect or impair the parties’ respective obligations with respect to the Common Shares sold hereunder

prior to the giving of such notice and that such suspension shall last no more than ten (10) business days, at which time the Sales Manager

shall either cease such suspension or notify the Fund that this Sales Agreement is being terminated pursuant to Article 6 below,

subject to the terms and conditions hereof. The Fund may, upon notice to the Sales Manager by telephone (confirmed promptly by telecopy

or hand delivery), at any time and from time to time suspend the offering of Common Shares; provided, however, that such

suspension shall not affect or impair the parties’ respective obligations with respect to the Common Shares sold hereunder prior

to the giving of such notice.

(b)

The Fund shall pay compensation

to the Sales Manager for sales of Common Shares at a commission rate as mutually agreed upon by the Fund and the Sales Manager, but in

no event greater than 1.00% of the gross sales price per share for daily trading amounts up to 1,000 Common Shares sold and a commission

rate no greater than 0.75% of the gross sales price per share for daily trading amounts in excess of 1,000 Common Shares sold under this

Sales Agreement as determined by further agreement between the Sales Manager and the Fund from time to time with respect to particular

sales. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization

in respect to such sale shall constitute the net proceeds to the Fund for such Common Shares (the “Net Proceeds”).

(c)

The Fund shall open and maintain

a trading account (the “Trading Account”) at a clearing agent designated by the Sales Manager to facilitate the transactions

contemplated by this Sales Agreement. The Net Proceeds from the sale of the Common Shares shall be available in the Trading Account on

the first business day (or such other day as is industry practice for regular-way trading) following each sale of the Common Shares (each,

a “Settlement Date”). The Fund shall effect the delivery of the applicable number of Common Shares to an account designated

by the Sales Manager at The Depository Trust Company on or before the Settlement Date of each sale hereunder. The Sales Manager’s

compensation shall be withheld from the sales proceeds on each Settlement Date and shall be paid to the Sales Manager at that time.

(d)

Subject to Section 5(d)

below, at each Settlement Date, the Fund shall be deemed to have affirmed each representation, warranty, covenant and other agreement

contained in this Sales Agreement. Any obligation of the Sales Manager under this Sales Agreement shall be subject to the continuing

accuracy of the representations and warranties of the Fund herein, to the performance by the Fund of its obligations hereunder and to

the continuing satisfaction of the additional conditions specified in Article 5 below.

(e)

If the Fund shall default on

its obligation to deliver Common Shares on any Settlement Date, the Fund shall (i) hold the Sales Manager harmless against any loss,

claim or damage arising from or as a result of such default by the Fund and (ii) pay the Sales Manager any commission to which it

would otherwise be entitled absent such default.

Representations and Warranties

of the Fund and the Investment Adviser. Each of the Fund and the Investment Adviser jointly and severally represents and warrants

to the Sales Manager as of the date of this Sales Agreement and as of each Settlement Date, as follows:

(a)

(i) (A) the Registration

Statement has heretofore become effective under the Securities Act; (B) no stop order of the Commission preventing or suspending

the use of any Preliminary Prospectus or Sales Materials or of the Prospectus or the effectiveness of the Registration Statement has

been issued, and no proceedings for such purpose have been instituted or, to the Fund’s knowledge, are contemplated by the Commission;

and (C) the Exchange Act Registration Statement has become effective as provided in Section 12 of the Exchange Act;

(ii)

(A) the Registration Statement

complied at the Effective Time, complies as of the date hereof and, as amended or supplemented, at each Settlement Date and at all times

during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Common Shares, will comply,

in all material respects, with the requirements of the Securities Act and the Investment Company Act; (B) each Preliminary Prospectus

and the Prospectus complied, at the time it was filed with the Commission, and the Prospectus complies as of the date hereof and, as

amended or supplemented, at each Settlement Date and at all times during which a prospectus is required by the Securities Act to be delivered

in connection with any sale of Common Shares, will comply, in all material respects with the requirements of the Securities Act (including,

without limitation, Section 10(a) of the Securities Act) and the Investment Company Act; and (C) each of the Sales Materials

complied, at the time it was first used in connection with the public offering of the Common Shares, and complies as of the date hereof,

in all material respects with the requirements of the Securities Act (including, without limitation, Rule 482 thereunder), the Investment

Company Act and the applicable rules and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”);

(iii)

(A) (1) the Registration

Statement as of the Effective Time did not, (2) the Registration Statement (including any post-effective amendment thereto declared

or deemed to be effective by the Commission) as of the date hereof does not, and (3) the Registration Statement (including any post-effective

amendment thereto declared or deemed to be effective by the Commission), as of each Settlement Date, will not, in each case, contain

an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading; (B) at no time during the period that begins as of the Applicable Time and ends at the final Settlement

Date did or will the Disclosure Package in use at the applicable time include an untrue statement of a material fact or 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; (C) at no time during the period that begins at the time each of the Sales Materials was first used in connection with

the public offering of the Common Shares and ends at the final Settlement Date did any of the Sales Materials in use at the applicable

time include an untrue statement of a material fact or 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; and (D) at no time during the period that begins on

the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the latest of the final

Settlement Date and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with

any sale of Common Shares did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact

or 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; provided, however, that each of the Fund and the Investment Adviser makes no representation

or warranty with respect to any statement contained in the Registration Statement, the Disclosure Package or the Prospectus in reliance

upon and in conformity with information concerning the Sales Manager and furnished in writing by or on behalf of the Sales Manager to

the Fund expressly for use in the Registration Statement, the Disclosure Package or the Prospectus as described in Section 9(f)

hereof;

(b)

(i) The Fund has been

duly formed, is validly existing as a statutory trust under the laws of the state of Delaware, with full power and authority to conduct

all the activities conducted by it, to own or lease all assets owned or leased by it and to conduct its business as described in the

Registration Statement and the Prospectus; (ii) the Fund is duly licensed and qualified to do business and in good standing in each

jurisdiction in which its ownership or leasing of property or its conducting of business requires such qualification, except where the

failure to be so qualified or be in good standing would not have a material adverse effect on the Fund; (iii) the Fund owns, possesses

or has obtained and currently maintains all governmental licenses, permits, consents, orders, approvals and other authorizations, whether

foreign or domestic, necessary to carry on its business as contemplated in the Prospectus; and (iv) the Fund has no subsidiaries.

(c)

The capitalization of the Fund

is as set forth in the Registration Statement and the Prospectus. The Common Shares conform in all material respects to the description

of them in the Prospectus. All the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable.

The Common Shares to be issued and sold in accordance with this Sales Agreement against payment therefor as provided by this Sales Agreement

have been duly authorized and when issued and delivered will have been validly issued and will be fully paid and nonassessable. No person

is entitled to any preemptive or other similar rights with respect to the Common Shares.

(d)

The Fund is duly registered

with the Commission under the Investment Company Act as a non-diversified, closed-end management investment company, and, subject to

the filing of any supplemental registration statements, amendments to the Registration Statement or such registration statements or the

Prospectus, all action under the Securities Act and the Investment Company Act, as the case may be, necessary to make the public offering

and consummate the sale of the Common Shares as provided in this Sales Agreement has or will have been taken by the Fund.

(e)

The Fund has full power and

authority to enter into each of this Sales Agreement, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency

Agreement, the Sub-Administration Agreement and the Dividend Reinvestment Plan (collectively, the “Fund Agreements”)

and to perform all of the terms and provisions hereof and thereof to be carried out by it and (i) each Fund Agreement has been duly

and validly authorized, executed and delivered by or on behalf of the Fund, (ii) each Fund Agreement does not violate any of the

applicable provisions of the Investment Company Act or the Investment Advisers Act of 1940, as amended, and the rules and regulations

thereunder (collectively called the “Advisers Act”), as the case may be, and (iii) assuming due authorization,

execution and delivery by the other parties thereto, each Fund Agreement constitutes the legal, valid and binding obligation of the Fund

enforceable in accordance with its terms, (A) subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws

affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding

in equity or at law) and (B) except as rights to indemnity thereunder may be limited by federal or state securities laws.

(f)

None of (i) the execution

and delivery by the Fund of the Fund Agreements, (ii) the issue and sale by the Fund of the Common Shares as contemplated by this

Sales Agreement and (iii) the performance by the Fund of its obligations under any of the Fund Agreements or consummation by the

Fund of the other transactions contemplated by the Fund Agreements conflicts with or will conflict with, or results or will result in

a breach of, (A) the Agreement and Declaration of Trust or the By-laws of the Fund, (B) any agreement or instrument to which

the Fund is a party or by which the Fund is bound, or (C) any law, rule or regulation, or order of any court, governmental instrumentality,

securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Fund, other than state securities or

“blue sky” laws applicable in connection with the distribution of the Common Shares by the Sales Manager pursuant to this

Sales Agreement.

(g)

The Fund is not currently in

breach of, or in default under, any written agreement or instrument to which it is a party or by which it or its property is bound or

affected.

(h)

No person has any right to

the registration of any securities of the Fund because of the filing of the registration statement.

(i)

No consent, approval, authorization

or order of any court or governmental agency or body or securities exchange or association, whether foreign or domestic, is required

by the Fund for the consummation by the Fund of the transactions to be performed by the Fund or the performance by the Fund of all the

terms and provisions to be performed by or on behalf of it in each case as contemplated in the Fund Agreements, except such as (i) have

been obtained under the Securities Act, the Investment Company Act, or the Advisers Act, and (ii) may be required by the NYSE or

under state securities or “blue sky” laws, in connection with the distribution of the Common Shares by the Sales Manager

pursuant to this Sales Agreement.

(j)

The Common Shares are duly

authorized for listing, subject to official notice of issuance, on the NYSE and the Notification has become effective.

(k)

PricewaterhouseCoopers LLP,

whose report is incorporated by reference in the Prospectus, is an independent registered public accounting firm with respect to the

Fund as required by the Securities Act and the Investment Company Act.

(l)

The statements of assets and

liabilities, operations and changes in net assets attributable to common shareholders (including the notes thereto) included or incorporated

by reference in the Registration Statement and the Prospectus presents fairly in all material respects, in accordance with generally

accepted accounting principles in the United States applied on a consistent basis, the financial position of the Fund as of the date

indicated.

(m)

The Fund maintains a system

of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with

management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to

assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability

for assets is compared with existing assets through an asset reconciliation procedure or otherwise at reasonable intervals and appropriate

action is taken with respect to any differences.

(n)

Since the date as of which

information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no

material adverse change in the condition, financial or otherwise, business prospects, properties, net assets or results of operations

of the Fund, whether or not arising in the ordinary course of business and (ii) there have been no transactions entered into by

the Fund other than those in the ordinary course of its business.

(o)

There is no action, suit or

proceeding before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, foreign or

domestic, now pending, or, to the knowledge of the Fund, threatened against or affecting the Fund, which (i) might result in any

material adverse change in the condition, financial or otherwise, business affairs or business prospects of the Fund or might materially

adversely affect the properties or assets of the Fund or (ii) is of a character required to be described in the Registration Statement

or the Prospectus; and there are no contracts, franchises or other documents that are of a character required to be described in, or

that are required to be filed as exhibits to, the Registration Statement that have not been described or filed as required.

(p)

The Fund has not taken and

will not take, directly or indirectly, any action designed or which might be reasonably expected to cause or result in, or which will

constitute, (i) manipulation of the price of the Common Shares in violation of applicable federal securities laws or (ii) except

for stabilization transactions conducted by underwriters in connection with other offerings of the Common Shares and except for tender

offers, Common Share repurchases and the issuance or purchase of Common Shares pursuant to the Fund’s Dividend Reinvestment Plan

effected following the date on which the distribution of the Common Shares is completed in accordance with the policies of the Fund as

set forth in the Prospectus, stabilization.

(q)

The Fund intends to direct

the investment of the proceeds of the offering of the Common Shares in such a manner as to comply with the requirements of Subchapter

M of the Internal Revenue Code of 1986, as amended (the “Code”).

(r)

The Fund has not distributed

and, prior to the final Settlement Date, will not distribute any offering material in connection with the public offering or sale of

the Common Shares other than the Registration Statement, the Disclosure Package, the Sales Materials and the Prospectus.

(s)

To the knowledge of the Fund

after due inquiry, there are no Sales Materials; and no Road Show Materials authorized or prepared by the Fund or authorized or prepared

on behalf of the Fund by the Investment Adviser or any representative thereof for use in connection with the public offering or sale

of the Common Shares contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading.

(t)

Except as disclosed in the

Registration Statement and the Prospectus (or any amendment or supplement to any of them), to the Fund’s knowledge, after due inquiry,

no trustee of the Fund is an “interested person” (as defined in the Investment Company Act) of the Fund or an “affiliated

person” (as defined in the Investment Company Act) of the Sales Manager.

addition, any certificate signed by any officer of the Fund and delivered to the Sales Manager or its counsel in connection with the

offering of the Common Shares shall be deemed to be a representation and warranty by the Fund, as to matters covered thereby, to the

Sales Manager.

Representations and Warranties

of the Investment Adviser. The Investment Adviser represents to the Sales Manager as of the date of this Sales Agreement and as of

each Settlement Date, as follows:

(a)

The Investment Adviser has

been duly formed, is validly existing as a limited liability company under the laws of the State of New York, with full power and authority

to conduct all of the activities conducted by it, to own or lease all of the assets owned or leased by it and to conduct its business

as described in the Registration Statement and the Prospectus, and the Investment Adviser is duly licensed and qualified to do business

and in good standing in each jurisdiction in which it is required to be so qualified, except to the extent that failure to be so qualified

or be in good standing would not have a material adverse effect on the Investment Adviser’s ability to provide services to the

Fund; and the Investment Adviser owns, possesses or has obtained and currently maintains all governmental licenses, permits, consents,

orders, approvals and other authorizations, whether foreign or domestic, necessary to carry on its business as contemplated in the Registration

Statement and the Prospectus.

(b)

The Investment Adviser is (i) duly

registered as an investment adviser under the Advisers Act and (ii) not prohibited by the Advisers Act or the Investment Company

Act from acting as the investment adviser for the Fund as contemplated by the Investment Advisory Agreement, the Registration Statement

and the Prospectus.

(c)

The Investment Adviser has

full power and authority to enter into each of this Sales Agreement, the Investment Advisory Agreement and the Sub-Administration Agreement

(collectively, the “Adviser Agreements”), and to carry out all the terms and provisions hereof and thereof to be carried

out by it; and each Adviser Agreement has been duly and validly authorized, executed and delivered by the Investment Adviser; none of

the Adviser Agreements violate any of the applicable provisions of the Investment Company Act or the Advisers Act; and assuming due authorization,

execution and delivery by the other parties thereto, each Adviser Agreement constitutes a legal, valid and binding obligation of the

Investment Adviser, enforceable in accordance with its terms, (i) subject, as to enforcement, to applicable bankruptcy, insolvency

and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is

sought in a proceeding in equity or at law) and (ii) except as rights to indemnity thereunder may be limited by federal or state

securities laws.

(d)

Neither (i) the execution

and delivery by the Investment Adviser of any Adviser Agreement nor (ii) the consummation by the Investment Adviser of the transactions

contemplated by, or the performance of its obligations under any Adviser Agreement conflicts or will conflict with, or results or will

result in a breach of, (A) the Limited Liability Company Operating Agreement or Articles of Organization of the Investment Adviser,

(B) any agreement or instrument to which the Investment Adviser is a party or by which the Investment Adviser is bound, or any law,

rule or regulation, or (C) any order of any court, governmental instrumentality, securities exchange or association or arbitrator,

whether foreign or domestic, applicable to the Investment Adviser.

(e)

No consent, approval, authorization

or order of any court, governmental agency or body or securities exchange or association, whether foreign or domestic, is required for

the consummation of the transactions contemplated in, or the performance by the Investment Adviser of its obligations under, any Adviser

Agreement, as the case may be, except such as (i) have been obtained under the Securities Act, the Investment Company Act, or the

Advisers Act, and (ii) may be required by the NYSE or under state securities or “blue sky” laws, in connection with

the distribution of the Common Shares by the Sales Manager pursuant to this Sales Agreement.

(f)

The description the Investment

Adviser and its business and the statements attributable to the Investment Adviser in the Registration Statement and the Prospectus comply

with the requirements of the Securities Act and the Investment Company Act and do not contain any untrue statement of a material fact

or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in the case of

the Prospectus in light of the circumstances in which they were made) not misleading.

(g)

Except as set forth in the

Registration Statement and the Prospectus, there is no action, suit or proceeding before or by any court, commission, regulatory body,

administrative agency or other governmental agency or body, foreign or domestic, now pending or, to the knowledge of the Investment Adviser,

threatened against or affecting the Investment Adviser of a nature required to be disclosed in the Registration Statement or the Prospectus

or that might result in any material adverse change in the condition, financial or otherwise, business affairs or business prospects

of the Investment Adviser or the ability of the Investment Adviser to fulfill its respective obligations under any Adviser Agreement.

(h)

The Investment Adviser has

not taken and will not take, directly or indirectly, any action designed, or which might reasonably be expected to cause or result in,

or which will constitute, (i) manipulation of the price of the Common Shares in violation of applicable federal securities laws

or (ii) except for stabilization activities conducted by underwriters in connection with other offerings of the Common Shares and

except for tender offers, Common Share repurchases and the issuance or purchase of Common Shares pursuant to the Fund’s Dividend

Reinvestment Plan effected following the date on which the distribution of the Common Shares is completed in accordance with the policies

of the Fund as set forth in the Prospectus, stabilization.

(i)

In the event that the Fund

or the Investment Adviser has made available any Road Show Materials or promotional materials (other than the Sales Materials) by means

of an Internet web site or similar electronic means such as to constitute a bona fide electronic road show, the Investment Adviser has

installed and maintained pre-qualification and password-protection or similar procedures which are designed and reasonably expected to

effectively prohibit access to such Road Show Materials or promotional materials by persons other than qualified broker-dealers and registered

representatives thereof.

addition, any certificate signed by any officer of the Investment Adviser and delivered to the Sales Manager or its counsel in connection

with the offering of the Common Shares shall be deemed to be a representation and warranty by the Investment Adviser as to matters covered

thereby, to the Sales Manager.

Agreements of the Parties.

(a)

If the registration statement

relating to the Common Shares has not yet become effective, the Fund will promptly file a further amendment, if not previously filed,

with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Fund

is advised, will advise the Sales Manager when the Registration Statement or any amendment thereto has become effective. If it is necessary

for a post-effective amendment to the Registration Statement, or a new registration statement under Rule 462(b) under the Securities

Act, to be filed with the Commission and become effective before the Common Shares may be sold, the Fund will use its best efforts to

cause such post-effective amendment or such further registration statement to be filed and become effective as soon as possible, and

the Fund will advise you promptly and, if requested by you, will confirm such advice in writing, (i) when such post-effective amendment

or such further registration statement has become effective.

(b)

During the period in which

a prospectus relating to the Common Shares is required to be delivered under the Securities Act, the Fund will notify the Sales Manager

promptly of the time when any subsequent amendment to the Registration Statement has become effective or any subsequent supplement to

the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the

Prospectus or for additional information; the Fund will prepare and file with the Commission, promptly upon the Sales Manager’s

reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable

opinion based upon advice of counsel, may be necessary in connection with the sale of the Common Shares pursuant to this Sales Agreement;

the Fund will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus

that (i) relates solely to the issuance of securities other than Common Shares of the Fund and (ii) does not materially change

the information about the Fund or its business, operations, properties or financial condition disclosed in the Registration Statement

or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has been submitted to the Sales

Manager a reasonable period of time before the filing and the Sales Manager has not reasonably objected thereto; and it will notify the

Sales Manager at the time of filing of any document that upon filing is deemed to be incorporated by reference in the Registration Statement

or Prospectus. The Fund will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant

to the applicable paragraph of Rule 424 of the Rules and Regulations or, in the case of any document to be incorporated therein

by reference, to be filed with the Commission as required pursuant to the relevant securities laws, within the time period prescribed.

(c)

For the period of three years

from the final Settlement Date, the Fund will advise the Sales Manager promptly (i) of the issuance by the Commission of any order

in respect of the Fund or the Investment Adviser, which relates to the Fund, or which relates to any material arrangements or proposed

material arrangements involving the Fund or the Investment Adviser, (ii) of the initiation or threatening of any proceedings for,

or receipt by the Fund of any notice with respect to, any suspension of the qualification of the Common Shares for sale in any jurisdiction

or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (iii) of receipt by the

Fund, or any representative or attorney of the Fund, of any other communication from the Commission relating in any material way to the

Fund, the Registration Statement, the Notification, the Sales Materials, the Prospectus or to the transactions contemplated by this Sales

Agreement and (iv) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether

foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Fund,

which relates in any material way to the Fund or any material arrangements or proposed material arrangements involving the Fund. The

Fund will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement

and, if any such order is issued, to obtain its lifting as soon as possible.

(d)

If not delivered prior to the

date of this Sales Agreement, the Fund will deliver to the Sales Manager, without charge, a signed copy of the Registration Statement,

the Exchange Act Registration Statement and the Notification and of any amendments (except any post-effective amendment which is filed

with the Commission after the later of (i) one year from the date of this Sales Agreement or (ii) the date on which the distribution

of the Common Shares is completed) to either the Registration Statement, the Exchange Act Registration Statement or the Notification

(including all exhibits filed with any such document) and as many conformed copies of the Registration Statement and any amendments thereto

(except any post-effective amendment which is filed with the Commission after the later of (i) one year from the date of this Sales

Agreement or (ii) the date on which the distribution of the Common Shares is completed) (excluding exhibits) as the Sales Manager

may reasonably request.

(e)

During such period as a prospectus

is required by law to be delivered by an underwriter or a dealer, the Fund will deliver, without charge, to the Sales Manager and any

dealers, at such office or offices as the Sales Manager may designate, as many copies of the Prospectus as the Sales Manager may reasonably

request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order

to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect, or

if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act or the Investment Company

Act, the Fund promptly will prepare, submit to the Sales Manager, file with the Commission and deliver, without charge, to others if

requested by the Sales Manager, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended

or supplemented, will not, in light of the circumstances under which they were made, be misleading in any material respect and will comply

with the Securities Act and the Investment Company Act. Delivery by the Sales Manager of any such amendments or supplements to the Prospectus

will not constitute a waiver of any of the conditions in Article 5 hereof. The Fund shall also deliver copies of each such Prospectus

and any supplement thereto to the NYSE in accordance with applicable rules and regulations under the Securities Act.

(f)

The Fund will make generally

available to holders of the Fund’s securities, as soon as practicable but in no event later than the last day of the 18th full

calendar month following the calendar quarter in which the date of the Effective Time falls, an earnings statement, if applicable, satisfying

the provisions of the last paragraph of Section 11(a) of the Securities Act and, at the option of the Fund, Rule 158 under

the Securities Act.

(g)

The

Fund shall pay all costs and expenses incident to the performance of the obligations of the Fund under this Sales Agreement,

including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration

Statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (ii) the

issuance of the Common Shares and the preparation and delivery of certificates for the Common Shares, (iii) the registration or

qualification of the Common Shares for offer and sale under the securities or “blue sky” laws of the jurisdictions

referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Sales Manager in that connection,

and the preparation and printing of any preliminary and supplemental “blue sky” memoranda, (iv) the furnishing

(including costs of design, production, shipping and mailing) to the Sales Manager and others

of copies of the Common Shares, the Sales Materials, the Prospectus,

and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (v) the

filing requirements of FINRA, in connection with its review of the financing, including filing fees and the fees, disbursements and other

charges of counsel for the Sales Manager in that connection (provided that such fees, disbursements and other charges of counsel for

the Sales Manager shall not exceed $50,000), (vi) all transfer taxes, if any, with respect to the sale and delivery of the Common

Shares, (vii) the listing of the Common Shares on the NYSE and (viii) the transfer agent for the Common Shares.

(h)

If the transactions contemplated

by this Sales Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party,

except that (i) if this Sales Agreement is terminated by the Sales Manager because of any inability, failure or refusal on the part

of the Fund or the Investment Adviser to comply with any material terms of this Sales Agreement or because any of the Sales Manager conditions

in Article 5 are not satisfied, the Fund will reimburse the Sales Manager for all out-of-pocket expenses (including the reasonable

fees, disbursements and other charges of its counsel) reasonably incurred by it in connection with the proposed issuance and sale of

the Common Shares and (ii) the Sales Manager shall not be relieved of liability to the Fund if it breaches its obligations pursuant

to this Sales Agreement.

(i)

The Fund will not, directly

or indirectly, offer or sell any Common Shares (other than the Common Shares to be sold pursuant to this Sales Agreement) or securities

convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares, during the Applicable Time through the final

Settlement Date for the sale of Common Shares hereunder without (i) giving the Sales Manager at least one business day prior written

notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) suspending activity under this program

for such period of time as may reasonably be determined by agreement of the Fund and the Sales Manager; provided, however,

that no such notice and suspension shall be required in connection with the Fund’s issuance of Common Shares pursuant to its Dividend

Reinvestment Plan.

(j)

The Fund will use its best

efforts to supplementally list the Common Shares on the NYSE prior to the date the Common Shares are issued and comply with the rules

and regulations of such exchange.

(k)

The Fund will direct the investment

of the net proceeds of the offering of the Common Shares in such a manner as to comply with the investment objective and policies of

the Fund as described in the Prospectus.

(l)

Each time that the Registration

Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement), the Fund shall (unless the Fund is

not then selling Common Shares through the Sales Manager and has not requested the Sales Manager to sell Common Shares) furnish or cause

to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment, supplement

or other document, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect

that the statements contained in the certificates referred to in Section 5(d) below that were last furnished to the Sales Manager

are true and correct at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except

that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to such time)

or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(d) below, modified

as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate.

(m)

(i) Each time that the

Registration Statement shall be amended by the filing of a post-effective amendment thereto; and (ii) at such other times, including

the date hereof or the first Settlement Date, as may be reasonably requested by the Sales Manager, when the Prospectus is supplemented

and/or any document or report is filed with the Commission or is incorporated by reference into the Registration Statement or the Prospectus,

the Fund (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is neither selling Common Shares through the

Sales Manager nor has requested the Sales Manager to sell Common Shares) shall furnish or cause to be furnished forthwith to the Sales

Manager and to the Sales Manager’s counsel a written opinion of counsel to the Fund (“Fund Counsel”), dated

the date of filing with the Commission of such amendment, supplement or other document and the date of effectiveness of such amendment,

as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 5(e)

below, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of

delivery of such opinion.

(n)

Each time that the Registration

Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement) to include additional financial information,

the Fund shall (unless (i) otherwise agreed to by the Sales Manager or (ii) the Fund is not then selling Common Shares through

the Sales Manager and has not requested the Sales Manager to sell Common Shares) cause the independent registered public accounting firm

then retained by the Fund, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or

the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager,

of the same tenor as the letter referred to in Section 5(g) below but modified to relate to the Registration Statement or the Prospectus,

as amended and supplemented to the date of such letter.

Conditions of the Sales

Manager’s Obligations. The obligations of the Sales Manager to sell Common Shares are subject to the accuracy on the date of

this Sales Agreement, and as of each Settlement Date, of the representations of the Fund and the Investment Adviser in this Sales Agreement,

to the accuracy and completeness of all material statements made by the Fund and the Investment Adviser or any of their respective officers

in any certificate delivered to the Sales Manager or its counsel pursuant to this Sales Agreement, to performance by the Fund and the

Investment Adviser of their respective obligations under this Sales Agreement and to each of the following additional conditions:

(a)

The Registration Statement

must have become effective. The Prospectus must have been filed in accordance with Rule 424 under the Securities Act.

(b)

No order suspending the effectiveness

of the Registration Statement may be in effect and no proceedings for such purpose may be pending before or, to the knowledge of counsel

to the Sales Manager, threatened by the Commission, and any requests for additional information on the part of the Commission (to be

included in the Registration Statement or the Prospectus or otherwise) must be complied with or waived to the reasonable satisfaction

of the Sales Manager.

(c)

Since the dates as of which

information is given in the Registration Statement and the Prospectus, (i) there must not have been any material change in the Common

Shares except as set forth in or contemplated by the Prospectus; (ii) there must not have been any material adverse change in the

general affairs, prospects, management, business, financial condition or results of operations of the Fund or the Investment Adviser

whether or not arising from transactions in the ordinary course of business as set forth in or contemplated by the Prospectus; (iii) the

Fund must not have sustained any material loss or interference with its business from any court or from legislative or other governmental

action, order or decree, whether foreign or domestic, or from any other occurrence not described in the Registration Statement and the

Prospectus; and (iv) there must not have occurred any event that makes untrue or incorrect in any material respect any statement

or information contained in the Registration Statement or the Prospectus or that is not reflected in the Registration Statement or the

Prospectus but should be reflected therein in order to make the statements or information therein (in the case of the Prospectus, in

light of the circumstances in which they were made) not misleading in any material respect; if, in the judgment of the Sales Manager,

any such development referred to in clause (i), (ii), (iii), or (iv) of this paragraph (c) makes it impracticable or inadvisable

to consummate the sale and delivery of the Common Shares pursuant to this Sales Agreement at the then current market price of the Common

Shares.

(d)

Unless

otherwise agreed to by the Sales Manager, the Sales Manager must have received as of each Settlement Date a certificate, dated such date,

of the President or a Vice-President and the chief financial or accounting officer of each of the Fund and the Investment Adviser certifying

(in their capacity as such officers and, with respect to clauses (ii), (iii) and (vi) below, on behalf of the Fund and the Investment

Adviser, as the case may be) that (i) the signers have carefully examined the Registration Statement, the Prospectus and this Sales

Agreement, (ii) the representations of the Fund (with respect to the certificates from such Fund officers) and the representations

of the Investment Adviser (with respect to the certificates from such officers of the Investment Adviser) in this Sales Agreement are

accurate on and as of the

date of the certificate, (iii) there has not been any material adverse change in the general affairs, prospects, management,

business, financial condition or results of operations of the Fund (with respect to the certificates from such Fund officers) or the

Investment Adviser (with respect to the certificates from such officers of the Investment Adviser), which change would materially

and adversely affect the ability of the Fund or the Investment Adviser, as the case may be, to fulfill its obligations under this

Sales Agreement or the Investment Advisory Agreement (with respect to the certificates from such officers of the Investment

Adviser), whether or not arising from transactions in the ordinary course of business, (iv) with respect to the Fund only, no

order suspending the effectiveness of the Registration Statement, prohibiting the sale of any of the Common Shares or otherwise

having a material adverse effect on the Fund has been issued and no proceedings for any such purpose are pending before or, to the

knowledge of such officers after reasonable investigation, threatened by the Commission or any other regulatory body, whether

foreign or domestic, (v) no order having a material adverse effect on the ability of the Investment Adviser to fulfill its

obligations under this Sales Agreement or the Investment Advisory Agreement, as the case may be, has been issued and no proceedings

for any such purpose are pending before or, to the knowledge of the officers of the Investment Adviser after reasonable

investigation, threatened by the Commission or any other regulatory body, whether foreign or domestic and (vi) each of the Fund

(with respect to the certificates from such Fund officers) and the Investment Adviser (with respect to the certificates from such

officers of the Investment Adviser) has performed all of its respective agreements that this Sales Agreement requires it to perform

by such Settlement Date (to the extent not waived in writing by the Sales Manager).

(e)

Unless otherwise agreed to

by the Sales Manager, the Sales Manager must have received as of the date of this Sales Agreement and each time referred to in Section 4(m)

the opinions dated as of the date thereof substantially in the form of Schedules A and B to this Sales Agreement (modified in the

case of times referred to in Section 4(m) as necessary to relate to the Registration Statement and the Prospectus as amended and

supplemented to that date) from the counsel identified in each such Schedule.

(f)

Unless otherwise agreed to

by the Sales Manager, the Sales Manager must have received as of the date of this Sales Agreement and each time referred to in Section 4(m)

from its counsel an opinion dated as of the date thereof with respect to the Fund, the Common Shares, the Registration Statement and

the Prospectus, this Sales Agreement and the form and sufficiency of all proceedings taken in connection with the sale and delivery of

the Common Shares. Such opinion and proceedings shall fulfill the requirements of this Section 5(f) only if such opinion and proceedings

are satisfactory in all respects to the Sales Manager. The Fund and the Investment Adviser must have furnished to such counsel such documents

as counsel may reasonably request for the purpose of enabling them to render such opinion.

(g)

Unless otherwise agreed to

by the Sales Manager, the Sales Manager must have received on the date of this Sales Agreement a signed letter, dated such date, substantially

in the form of Schedule C to this Sales Agreement from the independent registered public accounting firm designated in such Schedule.

The Sales Manager also must have received as of each time referred to in Section 4(n) a signed letter from such accountants, dated

as of the date thereof, confirming on the basis of a review in accordance with the procedures set forth in their earlier letter that

nothing has come to their attention during the period from a date not more than five business days before the date of this Sales Agreement,

specified in the letter, to a date not more than five business days before such time, that would require any change in their letter referred

to in the foregoing sentence.

All

opinions, letters, evidence and certificates mentioned above or elsewhere in this Sales Agreement will comply only if they are in form

and scope reasonably satisfactory to counsel for the Sales Manager, provided that any such documents, forms of which are annexed hereto,

shall be deemed satisfactory to such counsel if substantially in such form.

Termination. (a) This

Sales Agreement may be terminated by the Sales Manager by notifying the Fund at any time:

(i)

before any of the Common Shares

are first generally offered pursuant to this Sales Agreement by the Sales Manager;

(ii)

if, in the judgment of the

Sales Manager, sale of any Common Shares is rendered impracticable or inadvisable because (A) trading in the equity securities of

the Fund is suspended by the Commission or by the principal exchange that lists the Common Shares, (B) trading in securities generally

on the NYSE or the Nasdaq Stock Market shall have been suspended or limited or minimum or maximum prices shall have been generally established

on such exchange or over-the-counter market, (C) additional material governmental restrictions, not in force on the date of this

Sales Agreement, have been imposed upon trading in securities or trading has been suspended on any U.S. securities exchange, (D) a

general banking moratorium has been established by U.S. federal or New York authorities or (E) any material adverse change in the

financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak

or material escalation of hostilities or declaration by the United States of a national emergency or war or other calamity, terrorist

activity or crisis shall have occurred the effect of any of which is such as to make it, in the sole judgment of the Sales Manager, impracticable

or inadvisable to market the Common Shares on the terms and in the manner contemplated by the Prospectus;

(iii)

as of or before any Settlement

Date, if any of the conditions specified in Article 5 have not been fulfilled when and as required by this Sales Agreement;

(iv)

in its sole discretion for

any reason on or after the third anniversary of the date hereof; or

(v)

in its sole discretion for

any reason by giving 30 days’ notice before the anniversary referred to in Section 6.1(a)(iv).

(b)

The Fund may terminate this Sales Agreement only as follows:

(i)

The Fund shall have the right by giving notice as hereinafter specified at any time to terminate this Sales Agreement if (A) the Sales Manager shall have failed, refused or been unable, to perform any agreement on its part to be performed hereunder, (B) any other condition of the Fund’s obligations hereunder is not fulfilled completely or (C) at any time in the judgment of the Fund the sale of any shares is rendered inadvisable or impracticable for any of the reasons set forth in Section 6.1(a)(ii)(A)-(E).

(ii)

The Fund shall have the right, by giving notice as hereinafter specified, to terminate this Sales Agreement in its sole discretion at any time and for any reason on or after the third anniversary of the date of this Sales Agreement.

(iii)

Notwithstanding anything contained in this Section 6.1(b) to the contrary, the Fund shall have the right, by giving notice as hereinafter specified, to terminate this Sales Agreement in its sole discretion at any time before the anniversary referred to in Section 6.1(b)(ii) provided that the Fund shall reimburse the Sales Manager for its reasonable costs and expenses (including, without limitation, legal fees and disbursements of counsel and ongoing due diligence costs and expenses) incurred in connection with the negotiation and consummation of this Sales Agreement and the transactions contemplated thereby (unless already reimbursed by the Fund to the Sales Manager pursuant to Section 4(h)(i) above). Such total expenses to be paid hereunder and pursuant to Section 4(h)(i) shall not together exceed $25,000.

(c)

Any termination of this Sales Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective earlier than the close of business on the date of receipt of such notice by the Sales Manager or the Fund, as the case may be. If such termination shall occur during a period when sales of Common Shares are being made pursuant to this Sales Agreement, any sales of Common Shares made prior to the termination of this Sales Agreement shall settle in accordance with the provisions of this Sales Agreement.

Indemnity and Contribution.

(a)

Each of the Fund and the Investment Adviser, jointly and severally, agrees to indemnify, defend and

hold harmless the Sales Manager, its partners, directors and officers, and any person who controls the Sales Manager within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their successors and assigns of all of

the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of

investigation) which, jointly or severally, the Sales Manager or any such person may incur under the Securities Act, the Exchange

Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar

as such loss, damage, expense, liability or claim (i) arises out of or is based upon any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective

amendment thereof by the Fund) or arises out of or is based upon any omission or alleged omission to state a material fact required to

be stated therein or necessary to make the statements therein not misleading or (ii) arises out of or is based any untrue statement

or alleged untrue statement of a material fact included in any Road Show Material, the Disclosure Package, any Sales Material or the Prospectus

or arises out of or is based upon any omission or alleged omission 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 with respect to either of the foregoing

clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue

statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Sales Manager

furnished in writing by or on behalf of the Sales Manager to the Fund expressly for use with reference to the Sales Manager in such Registration

Statement or in such Disclosure Package or Prospectus as set forth in Section 7(f) hereof or arises out of or is based upon any omission

or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement

or such Disclosure Package or Prospectus or necessary to make such information (with respect to such Disclosure Package or Prospectus,

in light of the circumstances under which they were made) not misleading.

If any

action, suit or proceeding (together, a “Proceeding”) is brought against the Sales Manager or any such person in

respect of which indemnity may be sought against the Fund or the Investment Adviser pursuant to the foregoing paragraph, the Sales

Manager or such person shall promptly notify the Fund or the Investment Adviser, as the case may be, in writing of the institution

of such Proceeding and the Fund or the Investment Adviser shall assume the defense of such Proceeding, including the employment of

counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however,

that the omission to so notify the Fund or the Investment Adviser shall not relieve the Fund or the Investment Adviser from any

liability which the Fund or the Investment Adviser may have to the Sales Manager or any such person to the extent the Fund or the

Investment Adviser are not materially prejudiced as a result thereof and in any event shall not relieve the Fund or the Investment

Adviser from any liability which it may have otherwise than on account of this indemnity agreement. The Sales Manager or such person

shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall

be at the expense of the Sales Manager or of such person unless the employment of such counsel shall have been authorized in writing

by the Fund or the Investment Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the

Investment Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge

of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses

available to it or them, which are different from, additional to or in conflict

with those available, to the Fund or the Investment

Adviser (in which case the Fund, the Investment Adviser shall not have the right to direct the defense of such Proceeding on behalf

of the indemnified party or parties), in any of which events such reasonable fees and expenses shall be borne by the Fund or the

Investment Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Adviser shall not be liable

for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related

Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor

the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with

the written consent of the Fund or the Investment Adviser, the Fund or the Investment Adviser, as the case may be, agrees to

indemnify and hold harmless the Sales Manager and any such person from and against any loss or liability by reason of such

settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party

to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this

paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its

written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of

the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such

request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least

30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the

indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or

could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an

unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does

not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(b)

The Sales Manager agrees to indemnify, defend and hold harmless the Fund and the Investment Adviser, and each of their respective shareholders, partners, managers, members, trustees, directors and officers, and any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation), which, jointly or severally, the Fund, the Investment Adviser or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Sales Manager furnished in writing by or on behalf of the Sales Manager to the Fund or the Investment Adviser expressly for use with reference to the Sales Manager in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof

by the Fund) or in the Disclosure Package or Prospectus as set forth in Section 7(f) hereof, or arises out of or is based upon any

omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement

or the Disclosure Package or Prospectus or necessary to make such information not misleading (with respect to the Disclosure Package and

Prospectus, in light of the circumstances under which they were made).

If any Proceeding is brought against the Fund, the Investment Adviser or any such person in respect of which indemnity may be sought against the Sales Manager pursuant to the foregoing paragraph, the Fund, the Investment Adviser or such person shall promptly notify the Sales Manager in writing of the institution of such Proceeding and the Sales Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Sales Manager shall not relieve the Sales Manager from any liability which the Sales Manager may have to the Fund, the Investment Adviser or any such person to the extent the Sales Manager is not materially prejudiced as a result thereof and in any event shall not relieve the Sales Manager from any liability which it may have otherwise than on account of this indemnity agreement. The Fund, the Investment Adviser or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Fund, the Investment Adviser or such person, as the case may be, unless the employment of such counsel shall have been authorized in writing by the Sales Manager in connection with the defense of such Proceeding or the Sales Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them, which are different from or additional to or in conflict with those available to the Sales Manager (in which case the Sales Manager shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Manager may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Manager), in any of which events such fees and expenses shall be borne by the Sales Manager and paid as incurred (it being understood, however, that the Sales Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Manager shall not be liable for any settlement of any such Proceeding effected without the written consent of the Sales Manager but if settled with the written consent of the Sales Manager agrees to indemnify and hold harmless the Fund, the Investment Adviser and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected

without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

(c)

If the indemnification provided for in this Section 7 is unavailable to an indemnified party under subsections (a) and (b) of this Section 7 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Fund and the Investment Adviser on the one hand and the Sales Manager on the other hand from the offering of the Common Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Fund and the Investment Adviser on the one hand and of the Sales Manager on the other in connection with the statements or omissions, which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Fund and the Investment Adviser on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Fund and the total commissions received by the Sales Manager bear to the aggregate public offering price of the Common Shares. The relative fault of the Fund and the Investment Adviser one hand and of the Sales Manager on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Fund or the Investment Adviser or by the Sales Manager and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding.

(d)

The Fund, the Investment Adviser and the Sales Manager agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above. Notwithstanding the provisions of this Section 7, the Sales Manager shall not be required to contribute any amount in excess of the fees and commissions received by the Sales Manager. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)

The indemnity and contribution agreements contained in this Section 7 and the covenants, warranties and representations of the Fund contained in this Sales Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Sales Manager, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Fund, the Investment Adviser, its shareholders, partners, advisers, members, trustees, directors or officers or any person who controls the Fund or the Investment Adviser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Sales Agreement or the issuance and delivery of the Common Shares. The Fund, the Investment Adviser and the Sales Manager agree promptly to notify each other of the commencement of any Proceeding against it and, in the case of the Fund or the Investment Adviser, against any of the Fund’s or the Investment Adviser’s shareholders, partners, managers, members, trustees, directors or officers in connection with the issuance and sale of the Common Shares, or in connection with the Registration Statement or Prospectus.

(f)

The Fund and the Investment Adviser each acknowledge that the statements in the Prospectus with respect to stabilization and selling concessions and reallowances of selling commissions under the caption “Plan of Distribution” in the Prospectus constitute the only information furnished in writing by or on behalf of the Sales Manager to the Fund expressly for use with reference to the Sales Manager in the Registration Statement or in the Disclosure Package or the Prospectus (as amended or supplemented). The Sales Manager confirms that these statements are correct in all material respects and were so furnished by or on behalf of the Sales Manager for use in the Prospectus.

(g)

Notwithstanding any other provisions in this Section 7, no party shall be entitled to indemnification or contribution under this Sales Agreement against any loss, claim, liability, expense or damage arising by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties in the performance of its duties hereunder. The parties hereto acknowledge that the foregoing provision shall be applicable solely as to matters arising under Section 17(i) of the Investment Company Act, and shall not be construed to impose any duties or obligations upon any such parties under this Sales Agreement other than as specifically set forth herein (it being understood that the Sales Manager have no duty hereunder to the Fund to perform any due diligence investigation).

Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram and, if to the Sales Manager shall be sufficient in all respects if delivered or sent to G.research, LLC, One Corporate Center, Rye, New York 10580, Attention: Syndicate Department, and if to the Fund or the Investment Adviser, shall be sufficient in all respects if delivered or sent to the Fund or the Investment Adviser, as the case may be, at the offices of the Fund or the Investment Adviser at the same address.

Governing Law; Construction. This Sales Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Sales Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The Section headings in this Sales Agreement have been inserted as a matter of convenience of reference and are not a part of this Sales Agreement.

10.

Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the County of Westchester or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Fund and the Sales Manager each consent to the jurisdiction of such courts and personal service with respect thereto. Each of the Sales Manager, the Fund (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Investment Adviser (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Sales Agreement. Each of the Fund and the Investment Adviser agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Fund and the Investment Adviser, as the case may be, and may be enforced in any other courts in the jurisdiction of which the Fund or the Investment Adviser, as the case may be, is or may be subject, by suit upon such judgment.

11.

Parties at Interest. The Agreement herein set forth has been and is made solely for the benefit of the Sales Manager, the Fund, the Investment Adviser and to the extent provided in Section 7 hereof the controlling persons, shareholders, partners, members, trustees, managers, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, through the Sales Manager) shall acquire or have any right under or by virtue of this Sales Agreement.

12.

Counterparts. This Sales Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among the parties.

13.

Successors and Assigns. This Sales Agreement shall be binding upon the Sales Manager, the Fund, the Investment Adviser and any successor or assign of any substantial portion of the Fund’s, the Investment Adviser’s or the Sales Manager’s respective businesses and/or assets.

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

Sincerely,

GAMCO

NATURAL RESOURCES,

GOLD

& INCOME TRUST

/s/

John C. Ball

By:

John

C. Ball

Title:

President

& Treasurer

GABELLI

FUNDS, LLC

/s/

John C. Ball

By:

John

C. Ball

Title:

President

& Chief Operating Officer

Accepted

and agreed to as of

the

date first above written, on behalf of itself

G.research,

LLC

/s/

Vincent Amabile

By:

Vincent

Amabile

Title:

Chief

Executive Officer

SCHEDULE A

FORM OF OPINION LEGAL COUNSEL REGARDING THE FUND

None.

Sch. A-1

SCHEDULE B

FORM OF OPINION OF LEGAL COUNSEL REGARDING THE INVESTMENT ADVISER

None.

Sch. B-1

SCHEDULE C

FORM OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM LETTER

None.

Sch. C-1

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: gamco_ex5-1.htm · Sequence: 3

Exhibit

5.1

Skadden, Arps, Slate, Meagher & Flom llp

320 S. CANAL STREET

FIRM/AFFILIATE

OFFICES

CHICAGO, ILLINOIS 60606

TEL: (312) 407-0700

FAX: (312) 407-0411

www.skadden.com

BOSTON

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

ABU DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

April 24, 2026

GAMCO Natural Resources, Gold & Income Trust

One Corporate Center

Rye, New York 10580

Re:

GAMCO Natureal Resources, Gold & Income Trust —

Offering of Common Shares

Ladies and Gentlemen:

We have acted as special United States counsel to GAMCO Natureal Resources, Gold & Income Trust, a statutory trust (the “Trust”) created under the Delaware Statutory Trust Act (the “DSTA”), in connection with the issuance and sale by the Trust of up to 1,000,000 shares (the “Shares”) of common shares of beneficial interest, par value $0.001 per share of the Trust (the “Common Shares”), pursuant to the Sales Agreement, dated April 22, 2026 (the “Sales Agreement”), between the Trust and G.research, LLC.

This opinion letter is being furnished in accordance with the requirements of sub-paragraph (l) of item 25.2 of part C of Form N-2 under the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940 (the “1940 Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(i) the notification of registration on Form N-8A (File No. 811-22216) of the Trust filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act on July 18, 2008;

(ii) the registration statement on Form N-2 (File Nos. 333-276020 and 811-22216) of the Trust relating to the Common Shares and other securities of the Trust, filed with the Commission on December 13, 2023, under the Securities Act and the 1940 Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Securities Act Rules and Regulations”), Pre-Effective Amendment No. 1 thereto, including information deemed to be a part of the registration statement pursuant to Rule 430B of the Securities Act Rules and Regulations (such registration statement, as so amended and at the time it became effective, being hereinafter referred to as the “Registration Statement”);

GAMCO Natural Resources, Gold & Income Trust

April 24, 2026

Page 2

(iii) the prospectus and Statement of Additional Information of the Trust, each dated February 5, 2024, in the form filed with the Commission on April 24, 2025 pursuant to Rule 424(b) of the Securities Act Rules and Regulations;

(iv) the prospectus supplement of the Trust, dated April 24, 2026, relating to the offering of the Shares, in the form filed with the Commission on April 24, 2026 pursuant to Rule 424(b) of the Securities Act Rules and Regulations;

(v) an executed copy of a certificate of Peter Goldstein, Secretary of the Trust, dated the date hereof (the “Secretary’s Certificate”);

(vi) a copy of the Trust’s Certificate of Trust certified by the Secretary of State of the State of Delaware as of April 24, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below and as of the date hereof (the “Certificate of Trust”);

(vii) a copy of the Trust’s Agreement and Declaration of Trust, by the Board of Trustees of the Trust, dated as of August 15, 2008, as amended by Certificates of Amendment to the Trust’s Agreement and Declaration of Trust, dated December 1, 2011 and March 28, 2014, by the Board of Trustees of the Trust, certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below and as of the date hereof (as so amended, the “Declaration of Trust”);

(viii) a copy of the Trust’s Second Amended and Restated By-Laws, as amended and in effect as of the date hereof and certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below and as of the date hereof (the “By-Laws”);

(ix) copies of certain resolutions of the Board of Trustees of the Trust adopted on August 24, 2023 and April 21, 2026, relating to the registration of the Common Shares, the Shares and related matters, certified pursuant to the Secretary’s Certificate;

(x) a copy of a certificate, dated the date hereof, from the Secretary of State of the State of Delaware with respect to the Trust’s existence and good standing in the State of Delaware; and

(xi) an executed copy of the Sales Agreement.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Trust and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Trust and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

GAMCO Natural Resources, Gold & Income Trust

April 24, 2026

Page 3

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Sales Agreement.

We do not express any opinion with respect to the laws of any jurisdiction other than the DSTA. The Shares may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

As used herein, “Organizational Documents” means the Certificate of Trust, the Declaration of Trust and the By-Laws.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite statutory trust action on the part of the Trust under the DSTA and, when the Shares are issued and sold in accordance with the provisions of the Sales Agreement upon payment of the consideration therefor determined by the Board of Trustees, the Shares will be validly issued and fully paid and under the DSTA, the holders of the Shares will have no obligation to make further payments for the purchase of such Shares or contributions to the Trust solely by reason of their ownership of such Shares except as provided in Article VIII, Section 2 of the Declaration of Trust and except for their obligation to repay any funds wrongfully distributed to them.

In addition, in rendering the foregoing opinions we have also assumed that:

(a) the Organizational Documents constitute the only governing instruments, as defined under the DSTA, of the Trust;

(b) the Trust has, and since the time of its formation has had, at least one validly admitted and existing trustee of the Trust satisfying the requirements of the DSTA;

(c) (i) no procedures have been instituted for and no other event has occurred, including, without limitation, any action taken by the Trust or its Board of Trustees or shareholders, that would result in the liquidation, dissolution or winding-up of the Trust, (ii) no event has occurred that has adversely affected the good standing of the Trust under the laws of its jurisdiction of formation, and the Trust has taken all actions required by the laws of its jurisdiction of formation to maintain such good standing, and (iii) no grounds exist for the revocation or forfeiture of the Certificate of Trust; and

(d) any Shares issued and sold pursuant to the Sales Agreement are sold at a price that is not below either (i) the par value per Common Share or (ii) the then current net asset value per Common Share, exclusive of any distributing commission or discount, which net asset value shall be determined as of a time within forty-eight hours, excluding Sundays and holidays, next preceding the time of such determination.

GAMCO Natural Resources, Gold & Income Trust

April 24, 2026

Page 4

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement and “General Information—Legal Matters” in the statement of additional information forming part of the Registration Statement. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Securities Act Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

KTH

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Details

Name:

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Namespace Prefix:

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- Details

Name:

us-gaap_StatementClassOfStockAxis=GNT_SeriesCumulativePreferredSharesMember

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