POS EX

As filed with the Securities and Exchange Commission on June 22, 2017

Securities Act File No. 33-79180

Investment Company Act File No. 811-08518

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	☒
Pre-Effective Amendment No.	☐
Post-Effective Amendment No. 36	☒

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940	☒
Amendment No. 37	☒

GABELLI GOLD FUND, INC.

(Exact Name of Registrant as Specified in Charter)

One Corporate Center, Rye, New York 10580-1422

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: 1-800-422-3554

Bruce N. Alpert

Gabelli Funds, LLC

One Corporate Center

Rye, New York 10580-1422

(Name and Address of Agent for Service)

Copies to:

Andrea R. Mango, Esq. Gabelli Gold Fund, Inc. One Corporate Center Rye, New York 10580-1422 Michael R. Rosella, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

Explanatory Note

This Post-Effective Amendment No. 36 to the Registration Statement on Form N-1A (File Nos. 33-79180 and 811-08518) of the Gabelli Gold Fund, Inc. (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibits 28(a)(7), 28(e)(2), 28(i)(3), 28(m)(5) and 28(n)(2) to the Registration Statement. Accordingly, this Post-Effective Amendment No. 36 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-1A setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 36 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 36 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C: OTHER INFORMATION

Item 28. Exhibits
	(a)(1)	Articles of Incorporation of the Registrant, dated May 11, 1994, are incorporated by reference to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 29, 1996 (Accession No. 0001005477-96-000060) (“Post-Effective Amendment No. 3”).
	(a)(2)	Articles of Amendment to the Articles of Incorporation, dated April 25, 2000, are incorporated by reference to Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on May 1, 2000 (Accession No. 0000935069-00-000196) (“Post-Effective Amendment No. 8”).
	(a)(3)	Articles Supplementary to the Articles of Incorporation, dated December 6, 2002, are incorporated by reference to Post-Effective Amendment No. 11 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on December 16, 2002 (Accession No. 0000935069-02-001340) (“Post-Effective Amendment No. 11”).
	(a)(4)	Articles Supplementary to the Articles of Incorporation, dated April 2, 2005, are incorporated by reference to Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 29, 2005 (Accession No. 0000935069-05-001041) (“Post-Effective Amendment No. 15”).
	(a)(5)	Articles of Amendment to the Articles of Incorporation, dated December 22, 2005, are incorporated by reference to Post-Effective Amendment No. 16 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 28, 2006 (Accession No. 0000935069-06-001195).
	(a)(6)	Articles of Amendment to the Articles of Incorporation, dated November 22, 2011, are incorporated by reference to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 27, 2012 (Accession No. 0001193125-12-191631) (“Post-Effective Amendment No. 24”).
	(a)(7)	Articles Supplementary to the Articles of Incorporation, dated June 21, 2017, are filed herewith.
	(b)(1)	By-Laws of the Registrant, dated May 11, 1994, are incorporated by reference to Post-Effective Amendment No. 3.
	(b)(2)	Amended and Restated By-laws, dated August 19, 2009, are incorporated by reference to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on February 26, 2010 (Accession No. 0000950123-10-017793).
	(c)	Not Applicable.
	(d)(1)	Investment Advisory Agreement between the Registrant and Gabelli Funds, Inc., dated June 15, 1994, is incorporated by reference to Post-Effective Amendment No. 9 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on May 1, 2001, (Accession No. 0000935069-01-500089) (“Post-Effective Amendment No. 9”).
	(d)(2)	Amendment No. 1 to the Investment Advisory Agreement between the Registrant and Gabelli Funds, Inc. (now known as Gabelli Funds, LLC), dated May 17, 2000, is incorporated by reference to Post-Effective Amendment No. 9.
	(e)(1)	Distribution Agreement between the Registrant and G.distributors, LLC, dated August 1, 2011, is incorporated by reference to Post-Effective Amendment No. 24.

(e)(2)	Amended and Restated Distribution Agreement between the Registrant and G.distributors, LLC, dated June 20, 2017, is filed herewith.
(f)	Not Applicable.
(g)(1)	Amended and Restated Master Custodian Agreement, between the Registrant and State Street Bank & Trust Company (“State Street”), dated July 2, 2001, is incorporated by reference to Post-Effective Amendment No. 10 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on May 1, 2002 (Accession No. 0000935069-02-000386).
(g)(2)	Form of Subcustodian Agreement (for precious metals) is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on June 24, 1994.
(h)	Transfer Agency and Service Agreement between the Registrant and State Street is incorporated by reference to Post-Effective Amendment No. 5 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 30, 1998 (Accession No. 0000950152-98-003817).
(i)(1)	Consent of Paul Hastings, LLP, Fund counsel, is incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 28, 2017, (Accession No. 0001193125-17-146536) (“Post-Effective Amendment No. 34”).
(i)(2)	Opinion of Venable, Baetjer and Howard is incorporated by reference to Post-Effective Amendment No. 8.
(i)(3)	Opinion of Venable LLP, with respect to Class T Shares, is filed herewith.
(j)(1)	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm, is incorporated by reference to Post-Effective Amendment No. 34.
(j)(2)	Power of Attorney for Mario J. Gabelli, Caesar M. P. Bryan, E. Val Cerutti, Anthony J. Colavita, Werner J. Roeder, Anthonie C. van Ekris, and Daniel E. Zucchi, dated November 1, 2000, are incorporated by reference to Post-Effective Amendment No. 9.
(j)(3)	Power of Attorney for Salvatore J. Zizza, dated April 27, 2004, is incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement on Form N-1A, as filed with the SEC via EDGAR on April 30, 2004 (Accession No. 0000935069-04-000675).
(k)	Not Applicable.
(l)(1)	Subscription Agreement with initial shareholder, dated June 15, 1994, is incorporated by reference to Post-Effective Amendment No. 3.
(l)(2)	Purchase Agreement with respect to Class A Shares of the Fund, dated November 20, 2002, is incorporated by reference to Post-Effective Amendment No. 11.
(l)(3)	Purchase Agreement with respect to Class B Shares of the Fund, dated November 20, 2002, is incorporated by reference to Post-Effective Amendment No. 11.
(l)(4)	Purchase Agreement with respect to Class C Shares of the Fund, dated November 20, 2002, is incorporated by reference to Post-Effective Amendment No. 11.
(m)(1)	Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class AAA shares, dated August 1, 2011, is incorporated by reference to Post-Effective Amendment No. 24.

	(m)(2)	Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class A Shares, dated August 1, 2011, is incorporated by reference to Post-Effective Amendment No. 24.
	(m)(3)	Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class B Shares, dated August 1, 2011, is incorporated by reference to Post-Effective Amendment No. 24.
	(m)(4)	Amended and Restated Plan of Distribution pursuant to Rule 12b-1 relating to Class C Shares, dated August 1, 2011, is incorporated by reference to Post-Effective Amendment No. 24.
	(m)(5)	Plan of Distribution pursuant to Rule 12b-1 relating to Class T Shares, dated June 20, 2017, is filed herewith.
	(n)(1)	Amended and Restated Rule 18f-3 Multi-Class Plan, dated May 12, 2004, is incorporated by reference Post-Effective Amendment No. 15.
	(n)(2)	Amended and Restated Rule 18f-3 Multi-Class Plan, dated June 20, 2017, is filed herewith.
	(o)	Not Applicable.
	(p)	Revised Code of Ethics for the Registrant, Gabelli Funds, LLC, GAMCO Asset Management, Inc., G.research, LLC, G.distributors, LLC, Teton Advisors, Inc., Gabelli & Partners, LLC, Gabelli Fixed Income LLC, and Gabelli & Company Investment Advisers, Inc., dated January 12, 2017, is incorporated by reference to Post-Effective Amendment No. 34.
Item 29.		Persons Controlled by or Under Common Control with Registrant
		None.
Item 30.		Indemnification
		Under Article V, Section 1, of the Registrant’s By-Laws, any past or present director or officer of Registrant is indemnified to the fullest extent permitted by law against liability and all expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may be a party or otherwise involved by reason of his being or having been a director or officer of Registrant. This provision does not authorize indemnification when it is determined, in the manner specified in the By-Laws, that such director or officer would otherwise be liable to Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his duties. In addition, Section 1 provides that to the fullest extent permitted by Maryland General Corporation Law, as amended from time to time, no director or officer of the Fund shall be personally liable to the Fund or its stockholders for money damages, except to the extent such exemption from liability or limitation thereof is not permitted by the Investment Company Act of 1940, as amended from time to time. Under Article V, Section 2, of the Registrant’s By-Laws, expenses may be paid by Registrant in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by such director or officer to repay such expenses to Registrant in the event that it is ultimately determined that indemnification of the advanced expenses is not authorized under the By-Laws.
		Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore,

		unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
Item 31.		Business and Other Connections of the Investment Adviser
		Gabelli Funds, LLC (the “Adviser”) is a registered investment adviser providing investment management and administrative services to the Registrant. The Adviser also provides similar services to other mutual funds.
		The information required by this Item 31 with respect to any other business, profession, vocation or employment of a substantial nature engaged in by directors and officers of the Adviser during the past two fiscal years is incorporated by reference to Form ADV filed by the Adviser pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-37706).
Item 32.		Principal Underwriter
	(a)	G.distributors, LLC (“G.distributors”) currently acts as distributor for Gabelli 787 Fund, Inc., The Gabelli Asset Fund, Gabelli Capital Series Funds, Inc., Comstock Funds, Inc., The Gabelli Dividend Growth Fund, Gabelli Equity Series Funds, Inc., GAMCO Global Series Funds, Inc., The GAMCO Growth Fund, GAMCO International Growth Fund, Inc., Gabelli Investor Funds, Inc., The GAMCO Mathers Fund, The Gabelli Money Market Funds, Gabelli ESG Fund, Inc., The Gabelli Utilities Fund, The Gabelli Value 25 Fund Inc., The TETON Westwood Funds, Keeley Funds, Inc., and Gabelli NextShares Trust.
	(b)	The information required by this Item 32 with respect to each director, officer or partner of G.distributors is incorporated by reference to Schedule A of Form BD filed by G.distributors pursuant to the Securities Exchange Act of 1934, as amended (SEC File No. 8-68697).
	(c)	Not Applicable.
Item 33.		Location of Accounts And Records
		All accounts, books and other documents required by Section 31(a) of the Investment Company Act of 1940, as amended, and Rules 31a-1 through 31a-3 thereunder are maintained at the following offices:
		1.        Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422
		2.        BNY Mellon Investment Servicing (US) Inc. 201 Washington Street Boston, Massachusetts 02108
		3.        BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, Delaware 19809
		4.        State Street Bank and Trust Company One Heritage Drive North Quincy, Massachusetts 02171

	5.        Boston Financial Data Services, Inc. Two Heritage Drive North Quincy, Massachusetts 02171
Item 34.	Management Services
	Not Applicable.
Item 35.	Undertakings
	Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant, the GABELLI GOLD FUND, certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 36 to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. 36 to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Rye, and State of New York, on the 22^nd day of June, 2017.

GABELLI GOLD FUND, INC.
By:	/s/ Bruce N. Alpert
	Bruce N. Alpert
	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 36 to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
Mario J. Gabelli*	Chairman of the Board	June 22, 2017
Mario J. Gabelli
/s/ Bruce N. Alpert	President	June 22, 2017
Bruce N. Alpert	(Principal Executive Officer)
/s/ John C. Ball	Treasurer	June 22, 2017
John C. Ball	(Principal Financial and
	Accounting Officer)
E. Val Cerutti*	Director	June 22, 2017
E. Val Cerutti
Anthony J. Colavita*	Director	June 22, 2017
Anthony J. Colavita
Werner J. Roeder*	Director	June 22, 2017
Werner J. Roeder
Anthonie C. van Ekris*	Director	June 22, 2017
Anthonie C. van Ekris
Salvatore J. Zizza*	Director	June 22, 2017
Salvatore J. Zizza
Daniel E. Zucchi*	Director	June 22, 2017
Daniel E. Zucchi

*By:	/s/ Bruce N. Alpert
	Bruce N. Alpert
	Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
28(a)(7)	Articles Supplementary to the Articles of Incorporation, dated June 21, 2017
28(e)(2)	Amended and Restated Distribution Agreement between the Registrant and G.distributors, LLC, dated June 20, 2017
28(i)(3)	Opinion of Venable LLP
28(m)(5)	Plan of Distribution pursuant to Rule 12b-1 relating to Class T Shares, dated June 20, 2017
28(n)(2)	Amended and Restated Rule 18f-3 Multi-Class Plan, dated June 20, 2017

EX-99.28(A)(7)

GABELLI GOLD FUND, INC.

ARTICLES SUPPLEMENTARY

Gabelli Gold Fund, Inc., a Maryland corporation (the “Corporation”) registered as an open-end management investment company under the Investment Company Act of 1940, as amended, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The aggregate number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Corporation that the Corporation has authority to issue is hereby increased by one hundred and twenty five million (125,000,000) shares of Common Stock, all one hundred and twenty five million (125,000,000) of which are classified as Class T Common Stock.

SECOND: The shares of Class T Common Stock classified as set forth in Article FIRST hereof shall have the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of a class of Common Stock as set forth in the charter of the Corporation.

THIRD: Immediately before the increase and classification of shares as set forth in Article FIRST hereof, the Corporation was authorized to issue one billion (1,000,000,000) shares of stock, all of which were shares of Common Stock having an aggregate par value of one million dollars ($1,000,000), classified in five classes as follows:

CLASS	SHARES
Class A Series Shares		250,000,000
Class B Series Shares		125,000,000
Class C Series Shares		125,000,000
Class I Series Shares		125,000,000
Class AAA Series Shares		375,000,000

FOURTH: As hereby increased and classified, the total number of shares of stock which the Corporation has authority to issue is one billion one hundred and twenty five million (1,125,000,000) shares of stock, all of which are shares of Common Stock having an aggregate par value of one million one hundred and twenty five thousand dollars ($1,125,000), classified in six classes as follows:

CLASS	SHARES
Class A Series Shares		250,000,000
Class B Series Shares		125,000,000
Class C Series Shares		125,000,000
Class I Series Shares		125,000,000
Class AAA Series Shares		375,000,000
Class T Series Shares		125,000,000

FIFTH: The Board of Directors of the Corporation increased the total number of shares of stock that the Corporation has authority to issue pursuant to Section 2-105(c) of the Maryland General Corporation Law and classified the additional shares under the authority contained in the charter of the Corporation.

SIXTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information, and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

-2-

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested by its Treasurer as of June 21, 2017.

ATTEST:		GABELLI GOLD FUND, INC.
By:	/s/ John C. Ball	By:	/s/ Bruce N. Alpert
Name: John C. Ball		Name: Bruce N. Alpert
Title: Treasurer		Title: President

-3-

EX-99.28(E)(2)

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

FOR

GABELLI GOLD FUND, INC.

DISTRIBUTION AGREEMENT, dated, June 20, 2017, between Gabelli Gold Fund, Inc., a Maryland corporation (the “Company”), and G.distributors, LLC, a Delaware limited liability company (the “Distributor”). The Company is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”), and an indefinite number of shares (the “Shares”) of the Company, par value $.001 per share, have been registered under the Securities Act of 1933 (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with terms and conditions set forth in the Prospectuses and Statement of Additional Information (the “Prospectuses”) of the Company included in the Company’s Registration Statement on Form N-1A as such documents may be amended from time to time.

The Company desires that the Distributor act as its exclusive sales agent and distributor for the sale and distribution of Shares. The Distributor has advised the Company that it is willing to act in such capacities, and it is accordingly agreed between them as follows:

1. The Company hereby appoints the Distributor as exclusive sales agent and distributor for the sale and distribution of Shares pursuant to the aforesaid continuous public offering of Shares, and the Company further agrees from and after the commencement of such continuous public offering that it will not, without the Distributor’s consent, sell or agree to sell any Shares otherwise than through the Distributor, except the Company may issue Shares in connection with a merger, consolidation or acquisition of assets on such basis as may be authorized or permitted under the 1940 Act.

2. The Distributor hereby accepts such appointment and agrees to use its best efforts to sell such Shares; provided, however, that when requested by the Company at any time for any reason the Distributor will suspend such efforts. The Company may also withdraw the offering of Shares at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that the Distributor does not undertake to sell all or any specific portion of the Shares. The Company acknowledges that the Distributor will enter into sales or servicing agreements with registered securities brokers and banks and into servicing agreements with financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into such agreements, the Distributor shall act only on its own behalf as principal underwriter and distributor. The Distributor shall not be responsible for making any distribution plan or service fee payments pursuant to any plans the Company may adopt or agreements it may enter into.

3. The Distributor represents that it is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and agrees that it will use all reasonable efforts to maintain such status and to abide by the Rules of Fair Practice, the Constitution and the Bylaws of FINRA, and all other rules and regulations that are now or may become applicable to its performance hereunder. The Distributor will undertake and discharge its obligations hereunder as an independent contractor and it shall have no authority or power to obligate or bind the Company by its actions, conduct or contracts except that it is authorized to accept orders for the purchase or repurchase of Shares as the Company’s agent and subject to its approval. The Company reserves the right to reject any order in whole or in part. The Distributor may appoint sub-agents or distribute through dealers or otherwise as it may determine from time to time pursuant to agreements approved by the Company, but this Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale or repurchase of Shares on behalf of the Company or otherwise act as the Company’s agent for any purpose. The Distributor shall not utilize any materials in connection with the sale or offering of Shares except the then current Prospectuses and such other materials as the Company shall provide or approve in writing.

4. Shares may be sold by the Distributor only at prices and terms described in the then current Prospectuses relating to the Shares and may be sold either through persons with whom it has selling agreements in a form approved by the Company’s Board of Directors or directly to prospective purchasers. To facilitate sales, the Company will furnish the Distributor with the net asset value of its Shares promptly after each calculation thereof.

5. The Company has delivered to the Distributor a copy of each of the current Prospectuses. It agrees that it will use its best efforts to continue the effectiveness of its Registration Statement filed under the 1933 Act and the 1940 Act. The Company further agrees to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with such Acts. The Company will furnish the Distributor at the Distributor’s expense with a reasonable number of copies of the Prospectus and any amended Prospectuses for use in connection with the sale of Shares.

6. At the Distributor’s request, the Company will take such steps at its own expense as may be necessary and feasible to qualify Shares for sale in states, territories or dependencies of the United States of America and in the District of Columbia in accordance with the laws thereof, and to renew or extend any such qualification; provided, however, that the Company shall not be required to qualify Shares or to maintain the qualification of Shares in any state, territory, dependency or district where it shall deem such qualification disadvantageous to the Company.

7. The Distributor agrees that:

(a) It will furnish to the Company any pertinent information required to be inserted with respect to the Distributor as exclusive sales agent and distributor within the purview of Federal and state securities laws in any reports or registrations required to be filed with any government authority;

(b) It will not make any representations inconsistent with the information contained in the Registration Statement or Prospectuses filed under the Securities Act of 1933, as in effect from time to time;

(c) It will not use or distribute or authorize the use or distribution of any statements other than those contained in the Company’s then current Prospectuses or in such supplemental literature or advertising as may be authorized in writing by the Company; and

(d) Subject to Paragraph 9 below, the Distributor will bear the costs and expenses of printing and distributing any copies of any prospectuses and annual and interim reports of the Company (after such items have been prepared and set in type) which are used in connection with the offering of Shares, and the costs and expenses of preparing, printing and distributing any other literature used by the Distributor or furnished by the Distributor for use in connection with the offering of the Shares and the costs and expenses incurred by the Distributor in advertising, promoting and selling Shares of the Company to the public. The Company has adopted a separate plan of distribution (collectively, the “Plan”) pursuant to the provisions of Rule 12b-1 of the 1940 Act on behalf of its Class A, Class T, Class C and Class AAA shares, respectively, each of which provides for the payment of administrative and sales related expenses in connection with the distribution of Company shares and the Distributor agrees to take no action inconsistent with said Plan.

8. The Company will pay its legal and auditing expenses and the cost of composition of any prospectuses of annual or interim reports of the Company.

9. The Company will pay the Distributor for costs and expenses incurred by the Distributor in connection with distribution of Shares by the Distributor in accordance with the terms of the Plan adopted by the Company pursuant to Rule 12b-1 under the 1940 Act as such Plan may be in effect from time to time; provided, however, that no payments shall be due or paid to the Distributor hereunder unless and until this Agreement shall have been approved by Director Approval and Disinterested Director Approval (as such terms are defined in such Plan). The Company reserves the right to modify or terminate such Plan at any time as specified in the Plan and Rule 12b-1, and this Section 9 shall thereupon be modified or terminated to the same extent without further action of the parties. The persons authorized to direct the payment of funds pursuant to this Agreement and the Plan shall provide to the Company’s Board of Directors, and the Directors shall review, at least quarterly a written report of the amounts so paid and the purposes for which such expenditures were made.

10. The Company agrees to indemnify, defend and hold the Distributor, its officers, directors, employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (each, an “indemnitee”), free and harmless from any and all liabilities and expenses, including costs of investigation or defense (including reasonable counsel fees) incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such indemnitee may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while the Distributor was active in such capacity or by reason of the Distributor having acted in any such capacity or arising

out of or based upon any untrue statement of a material fact contained in the then-current Prospectuses relating to the Shares or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by the Distributor to the Company expressly for use in any such Prospectuses; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Company or the shareholders of the Company or any expense of such indemnitee with respect to any matter as to which such indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that its action was in the best interest of the Company or arising by reason of such indemnitee’s willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement (“disabling conduct”), or (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, no indemnification shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Company and that such indemnitee appears to have acted in good faith in the reasonable belief that its action was in the best interest of the Company and did not involve disabling conduct by such indemnitee. Notwithstanding the foregoing the Company shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the Company cannot lawfully waive.

The Distributor agrees to indemnify, defend and hold the Company, its Directors, officers, employees and agents and any person who controls the Company within the meaning of Section 15 of the 1933 Act (each, an “indemnitee”), free and harmless from and against any and all liabilities and expenses, including costs of investigation or defense (including reasonable counsel fees) incurred by such indemnitee, but only to the extent that such liability or expense shall arise out of or be based upon any untrue or alleged untrue statement of a material fact contained in information furnished in writing by the Distributor of the Company expressly for use in a Prospectus or any alleged omission to state a material fact in connection with such information required to be stated therein or necessary to make such information not misleading or arising by reason of disabling conduct by such indemnitee or any person selling Shares pursuant to an agreement with the Distributor.

The Company shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Company receives a written affirmation of the indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Company unless it is subsequently determined that he is entitled to such indemnification and if the directors of the Company determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking, (B) the Company shall be insured against losses arising by reason of any lawful advances, or (C) a majority of a quorum of directors of the Company who are neither “interested persons” of the Company (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding (“Disinterested Non-Party Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.

All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct or, (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-party Directors of the Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion.

11. This Agreement shall become effective on the date first set forth above and shall remain in effect for up to two years from such date (one year in the case of Section 9) and thereafter from year to year provided such continuance is specifically approved at least annually prior to each anniversary of such date by (a) Director Approval or by vote at a meeting of shareholders of the Company of the lesser of (i) 67 per cent of the Shares present or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b) by Disinterested Director Approval.

12. This Agreement may be terminated (a) by the Distributor at any time without penalty by giving sixty (60) days’ written notice to the Company which notice may be waived by the Company; or (b) by the Company at any time without penalty upon sixty (60) days’ written notice to the Distributor (which notice may be waived by the Distributor); provided, however, that any such termination by the Company shall be directed or approved in the same manner as required for continuance of this Agreement by Section 11(a) (or, in the case of termination of Section 9, by Section 11(b)).

13. This Agreement may not be amended or changed except in writing signed by each of the parties hereto and approved in the same manner as provided for continuance of this Agreement in Section 11(a) (or, in the case of amendment of Section 9, by Section 11(b)). Any such amendment or change shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, but this Agreement shall not be assigned by either party and shall automatically terminate upon assignment (as such term is defined in the 1940 Act and the rules thereunder).

14. This Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements to be performed entirely therein and in accordance with applicable provisions of the 1940 Act.

15. If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first written above.

GABELLI GOLD FUND, INC.
By:	/s/ Bruce N. Alpert
	Name: Bruce N. Alpert
	Title: President
G.distributors, LLC
By:	/s/ Agnes Mullady
	Name: Agnes Mullady
	Title: CEO

EX-99.28(I)(3)

[LETTERHEAD OF VENABLE LLP]

June 22, 2017

Gabelli Gold Fund, Inc.

One Corporate Center

Rye, New York 10580

Re: Registration Statement on Form N-1A

1933 Act File No.: 33-79180

1940 Act File No.: 811-08518

Ladies and Gentlemen:

We have served as Maryland counsel to Gabelli Gold Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an indefinite number of Class T shares (the “Shares”) of common stock, par value $0.001 per share (the “Class T Stock”), of the Company. The offering of the Shares is covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Post-Effective Amendment to the Registration Statement relating to the Shares, substantially in the form filed with the Commission pursuant to Rule 485 under the 1933 Act;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

Gabelli Gold Fund, Inc.

June 22, 2017

Page 2

5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the sale and issuance of the Shares in a continuous public offering, certified as of the date hereof by an officer of the Company;

6. A certificate executed by an officer of the Company, dated as of the date hereof; and

7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Upon any issuance of the Shares, the total number of shares of Class T Stock issued and outstanding will not exceed the total number of shares of Class T Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

Gabelli Gold Fund, Inc.

June 22, 2017

Page 3

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-99.28 (M)(5)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

OF

GABELLI GOLD FUND, INC.

WHEREAS, GABELLI GOLD FUND, INC., a Maryland Corporation (the “Fund”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);

WHEREAS, the Fund has issued and is authorized to issue shares of Common Stock (“Shares”);

WHEREAS, G.distributors, LLC (the “Distributor”) presently serves as the principal distributor of the Shares pursuant to the distribution agreement between the Fund and the Distributor, which distribution agreement, as amended, has been duly approved by the Board of Directors of the Fund (the “Board”), in accordance with the requirements of the Act (the “Distribution Agreement”);

WHEREAS, the Fund has established and plans to offer shares of its common stock denominated as Class T Shares (the “Class T Shares”), pursuant to Rule 18f-3 under the Act that permits the Fund to implement a multiple distribution system providing investors with the option of purchasing shares of various classes;

WHEREAS, the Board as a whole, and the directors who are not interested persons of the Fund (as defined in the Act) and who have no direct or indirect financial interest in the operation of the plan of distribution pursuant to Rule 12b-1 under the Act (the “Plan”) or any agreements related to the Plan (the “Disinterested Directors”), have determined, after review of all information and consideration of all pertinent facts reasonably necessary to an informed determination, that it would be desirable to adopt a plan of distribution for the Class T Shares and that, in the exercise of reasonable business judgment and in light of their fiduciary duties, that there is a reasonable likelihood that a plan of distribution containing the terms set forth herein will benefit the Fund and the shareholders of the Class T Shares, and have accordingly approved the Plan by votes cast in person at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class T Shares and does not relate to any class of shares which may be offered and sold by the Fund other than the Class T Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be incurred, by the Distributor pursuant to the Distribution Agreement, the Fund will pay to the Distributor as distribution payments (the “Payments”) in connection with the distribution of Class T Shares an aggregate amount at a rate of 0.25% per year of the average daily net assets of the Class T Shares. Such Payments shall be accrued daily and paid monthly in arrears or shall be accrued and paid at such other intervals as the Board shall determine. The Fund’s obligation hereunder shall be limited to the assets of the Class T Shares and shall not constitute an obligation of the Fund except out of such assets and shall not constitute an obligation of any shareholder of the Fund.

2. It is understood that the Payments made by the Fund under this Plan will be used by the Distributor for the purpose of financing or assisting in the financing of any activity which is primarily intended to result in the sale of Class T Shares. The scope of the foregoing shall be interpreted by the Board, whose decision shall be conclusive except to the extent it contravenes established legal authority. Without in any way limiting the discretion of the Board, the following activities are hereby declared to be primarily intended to result in the sale of Class T Shares: advertising the Class T Shares or the Fund’s investment adviser’s mutual fund activities; compensating underwriters, dealers, brokers, banks and other selling entities (including the Distributor and its affiliates) and sales and marketing personnel of any of them for sales of Class T Shares, whether in a lump sum or on a continuous, periodic, contingent, deferred or other basis; compensating underwriters, dealers, brokers, banks and other servicing entities and servicing personnel (including the Fund’s investment adviser and its personnel) of any of them for providing services to shareholders of the Fund relating to their investment in the Class T Shares, including assistance in connection with inquiries relating to shareholder accounts; the production and dissemination of

prospectuses (including statements of additional information) of the Fund and the preparation, production and dissemination of sales, marketing and shareholder servicing materials; and the ordinary or capital expenses, such as equipment, rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party consultancy or similar expenses relating to any activity for which Payment is authorized by the Board; and the financing of any activity for which Payment is authorized by the Board; and profit to the Distributor and its affiliates arising out of their provision of shareholder services. Notwithstanding the foregoing, this Plan does not require the Distributor or any of its affiliates to perform any specific type or level of distribution activities or shareholder services or to incur any specific level of expenses for activities covered by this Section 2. In addition, Payments made in a particular year shall not be refundable whether or not such Payments exceed the expenses incurred for that year pursuant to this Section 2.

3. The Fund is hereby authorized and directed to enter into appropriate written agreements with the Distributor and each other person to whom the Fund intends to make any Payment, and the Distributor is hereby authorized and directed to enter into appropriate written agreements with each person to whom the Distributor intends to make any payments in the nature of a Payment. The foregoing requirement is not intended to apply to any agreement or arrangement with respect to which the party to whom Payment is to be made does not have the purpose set forth in Section 2 above (such as the printer in the case of the printing of a prospectus or a newspaper in the case of an advertisement) unless the Board determines that such an agreement or arrangement should be treated as a “related” agreement for purposes of Rule 12b-1 under the Act.

4. Each agreement required to be in writing by Section 3 must contain the provisions required by Rule 12b-1 under the Act and must be approved by a majority of the Board (“Board Approval”) and by a majority of the Disinterested Directors (“Disinterested Director Approval”), by vote cast in person at a meeting called for the purposes of voting on such agreement. All determinations or authorizations of the Board hereunder shall be made by Board Approval and Disinterested Director Approval.

5. The officers, investment adviser or Distributor of the Fund, as appropriate, shall provide to the Board and the Board shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such Payments were made.

6. To the extent any activity is covered by Section 2 and is also an activity which the Fund may pay for on behalf of the Class T Shares without regard to the existence or terms and conditions of a plan of distribution under Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict the Fund from paying such amounts outside of this Plan and without limitation hereby and without such payments being included in calculation of Payments subject to the limitation set forth in Section 1.

7. This Plan may not be amended in any material respect without Board Approval and Disinterested Director Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the Class T Shares. This Plan may continue in effect for longer than one year after its approval by a majority of the Class T Shares only as long as such continuance is specifically approved at least annually by Board Approval and by Disinterested Director Approval.

8. This Plan may be terminated at any time by a vote of the Disinterested Directors, cast in person at a meeting called for the purposes of voting on such termination, or by a vote of at least a majority of the Class T Shares.

9. For purposes of this Plan the terms “interested person” and “related agreement” shall have the meanings ascribed to them in the Act and the rules adopted by the Securities and Exchange Commission thereunder and the term “vote of a majority of the Class T Shares” shall mean the vote, at the annual or a special meeting of the holders of the Class T Shares duly called, (a) of 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the Class T Shares outstanding on the record date for such meeting are present or represented by proxy or, if less, (b) more than 50% of the Class T Shares outstanding on the record date for such meeting.

Dated: June 20, 2017

EX-99.28(N)(2)

AMENDED AND RESTATED RULE 18F-3

MULTI-CLASS PLAN

FOR

GABELLI GOLD FUND, INC.

This Amended and Restated Multi-Class Plan (this “Multi-Class Plan”) is adopted pursuant to Rule 18f-3 under the Act to provide for the issuance and distribution of multiple classes of shares in relation to Gabelli Gold Fund, Inc., (the “Fund”), in accordance with the terms, procedures and conditions set forth below. A majority of the Directors of the Fund, including a majority of the Directors who are not interested persons of the Fund within the meaning of the Act, have found this Multi-Class Plan, including the expense allocations, to be in the best interest of the Fund and each Class of Shares constituting the Fund.

A. DEFINITIONS. As used herein, the terms set forth below shall have the meanings ascribed to them below.

1. THE ACT—the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

2. CDSC—contingent deferred sales charge.

3. CDSC PERIOD—the period of time following acquisition during which Shares are assessed a CDSC upon redemption.

4. CLASS—a sub-series of Shares of the Fund.

5. CLASS A SHARES—shall have the meaning ascribed in Section B.1.

6. CLASS T SHARES—shall have the meaning ascribed in Section B.2.

7. CLASS C SHARES—shall have the meaning ascribed in Section B.3.

8. CLASS AAA SHARES—shall have the meaning ascribed in Section B.4.

9. CLASS I SHARES—shall have the meaning ascribed in Section B.5.

10. DISTRIBUTION EXPENSES—expenses, including allocable overhead costs, imputed interest, any other expenses and any element of profit referred to in a Plan of Distribution and/or board resolutions, incurred in activities which are primarily intended to result in the distribution and sale of Shares.

11. DISTRIBUTION FEE—a fee paid by the Fund in respect of the assets of a Class of the Fund to the Distributor pursuant to the Plan of Distribution relating to the Class.

12. DIRECTORS—the directors of the Fund.

13. DISTRIBUTOR—G.distributors, LLC

14. FUND—Gabelli Gold Fund, Inc.

15. IRS—Internal Revenue Service

16. FINRA—Financial Industry Regulatory Authority, Inc.

17. PLAN OF DISTRIBUTION—any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee.

18. PROSPECTUS—the prospectus, including the statement of additional information incorporated by reference therein, covering the Shares of the referenced Class or Classes of the Fund.

19. SEC—Securities and Exchange Commission

20. SERVICE FEE—a fee paid to financial intermediaries, including the Distributor and its affiliates, for the ongoing provision of personal services to shareholders of a Class and/or the maintenance of shareholder accounts relating to a Class.

21. SHARE—a share in the Fund.

B. CLASSES. Subject to further amendment, the Fund may offer different Classes of Shares constituting the Fund as follows:

1. CLASS A SHARES. Class A Shares means Gabelli Gold Fund, Inc. Class A Shares as designated by Articles Supplementary adopted by the Directors. Class A Shares shall be offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing may be subject to a CDSC for the CDSC Period set forth in Section D.1. The offering price of Class A Shares subject to a front-end sales charge shall be computed in accordance with the Act. Class A Shares shall be subject to ongoing Distribution Fees or Service Fees approved from time to time by the Directors and set forth in the Prospectus.

2. CLASS T SHARES. Class T Shares means Gabelli Gold Fund, Inc. Class T Shares as designated by Articles Supplementary adopted by the Directors. Class T Shares shall be (1) offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus and (2) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Directors and set forth in the Prospectus. The offering price of Class T Shares subject to a front-end sales charge shall be computed in accordance with the Act.

3. CLASS C SHARES. Class C Shares means Gabelli Gold Fund, Inc. Class C Shares as designated by Articles Supplementary adopted by the Directors. Class C Shares shall be (1) offered at net asset value, (2) subject to a CDSC for the CDSC Period set forth in Section D.1. and (3) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Directors and set forth in the Prospectus.

4. CLASS AAA SHARES. Class AAA Shares means Gabelli Gold Fund, Inc. Class AAA Shares as designated by Articles Supplementary adopted by the Directors. Class AAA Shares shall be (1) offered at net asset value, (2) sold without a front end sales charge or CDSC, (3) offered only to investors acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class AAA Shares and (4) subject to ongoing Distribution Fees or Service Fees approved from time to time by the Directors and set forth in the Prospectus.

5. CLASS I SHARES. Class I Shares means Gabelli Gold Fund, Inc. Class I Shares as designated by Articles Supplementary adopted by the Directors. Class I Shares shall be (1) offered at net asset value, (2) sold without a front-end sales load or CDSC, and (3) offered to institutions acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class I Shares and whose initial investment is not less than the minimum amount set forth in the Prospectus from time to time, and (4) not subject to ongoing Distribution Fees or Service Fees.

C. RIGHTS AND PRIVILEGES OF CLASSES. Each of the Class A Shares, Class T Shares, Class C Shares, Class AAA Shares and Class I Shares will represent an interest in the same portfolio of assets and will have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations and terms and conditions except as described otherwise in the Articles Supplementary adopted by the Directors with respect to each of such Classes.

D. CDSC. A CDSC may be imposed upon redemption of Class A Shares and Class C Shares that do not incur a front end sales charge subject to the following conditions:

1. CDSC PERIOD. The CDSC Period for Class A Shares and Class C Shares shall be up to twenty-four months plus any portion of the month during which payment for such Shares was received. The CDSC Period for any Class may from time to time be reduced on subsequent and/or prior sales and, if reduced, may subsequently be increased on subsequent sales to not more than the number on months specified above for that Class.

2. CDSC RATE. The CDSC rate shall be recommended by the Distributor and approved by the Directors. If a CDSC is imposed for a period greater than thirteen months in each succeeding twelve months of the CDSC Period after the first twelve months (plus any initial partial month) the CDSC rate must be less than or equal to the CDSC rate in the preceding twelve months (plus any initial partial month).

3. DISCLOSURE AND CHANGES. The CDSC rates and CDSC Period shall be disclosed in the Prospectus and may be decreased at the discretion of the Distributor but may not be increased beyond the amount set forth herein unless approved as set forth in Section M. Increases made after a previous decrease shall not be applied to any Shares sold prior to such increase.

4. METHOD OF CALCULATION. The CDSC shall be assessed on an amount equal to the lesser of the then current net asset value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Class C Series Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be as determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

5. WAIVER. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares of any Class under circumstances previously approved by the Directors and disclosed in the Prospectus and as allowed under Rule 6c-10 under the Act.

6. CALCULATION OF OFFERING PRICE. The offering price of Shares of any Class subject to a CDSC shall be computed in accordance with Rule 22c-1 under the Act and Section 22(d) of the Act and the rules and regulations thereunder.

7. RETENTION BY DISTRIBUTOR. The CDSC paid with respect to Shares of any Class may be retained by the Distributor to reimburse the Distributor for commissions paid by it in connection with the sale of Shares subject to a CDSC and for Distribution Expenses.

E. SERVICE AND DISTRIBUTION FEES. Class A Shares, Class T Shares, and Class AAA Shares shall be subject to ongoing Distribution Fees or Service Fees not in excess of 0.25% per annum of the average daily net assets of the relevant Class. Class C Shares shall be subject to a Distribution Fee not in excess of 0.75% per annum of the average daily net assets of the Class and a Service Fee not in excess of 0.25% of the average daily net assets of the Class. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the plans adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

F. CONVERSION. Shares acquired through the reinvestment of dividends and capital gain distributions paid on Shares of a Class subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares of a Class in a shareholder’s account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares. All conversions shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. So long as any Class of Shares converts into Class A Shares, the Distributor shall waive or reimburse the Fund, or take such other actions with the approval of the Directors as may be reasonably necessary to ensure that,

the expenses, including payments authorized under a Plan of Distribution, applicable to the Class A Shares are not higher than the expenses, including payments authorized under a Plan of Distribution, applicable to the Class of Shares that converts into Class A Shares. Shares acquired through an exchange privilege will convert to Class A Shares after expiration of the conversion period applicable to such Shares. The continuation of the conversion feature is subject to continued compliance with the rules and regulations of the SEC, FINRA and the IRS.

G. VOLUNTARY CONVERSION. Shares of Class AAA, Class A, Class T and Class C may be convertible to Class I, if certain conditions, as set forth in each Class’s Prospectus, are met.

H. ALLOCATION OF LIABILITIES, EXPENSES, INCOME AND GAINS AMONG CLASSES.

1. LIABILITIES AND EXPENSES APPLICABLE TO A PARTICULAR CLASS. Each Class shall pay any Distribution Fee and Service Fee applicable to that Class. Other expenses applicable to any of the foregoing Classes such as incremental transfer agency fees, but not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, shall be allocated among such Classes in different amounts in accordance with the terms of each such Class if they are actually incurred in different amounts by such Classes or if such Classes receive services of a different kind or to a different degree than other Classes.

2. INCOME, LOSSES, CAPITAL GAINS AND LOSSES, AND LIABILITIES AND OTHER EXPENSES APPLICABLE TO ALL CLASSES. Income, losses, realized and unrealized capital gains and losses, and any liabilities and expenses not applicable to any particular Class shall be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of the Fund.

3. DETERMINATION OF NATURE OF ITEMS. The Directors shall determine in their sole discretion whether any liability, expense, income, gains or loss other than those listed herein is properly treated as attributed in whole or in part to a particular Class or all Classes.

I. EXCHANGE PRIVILEGE. Holders of Class A Shares, Class C Shares, Class AAA Shares and Class I Shares shall have such exchange privileges as are set forth in the Prospectus for such Class. Exchange privileges may vary among Classes and among holders of a Class. Class T Shares shall have no exchange privileges (between other classes of shares of the same Fund or between Class T shares of other Funds).

J. VOTING RIGHTS OF CLASSES.

1. Shareholders of each Class shall have exclusive voting rights on any matter submitted to them that relates solely to that Class.

2. Shareholders of a Class shall have separate voting rights on any matter submitted to shareholders with respect to which the interest of one Class differs from the interests of any other Class.

K. DIVIDENDS AND DISTRIBUTIONS. Dividends and capital gain distributions paid by the Fund with respect to each Class, to the extent any such dividends and distributions are paid, will be calculated in the same manner and at the same time on the same day and will be, after taking into account any differentiation in expenses allocable to a particular Class, in substantially the same proportion on a relative net asset value basis.

L. REPORTS TO DIRECTORS. The Distributor shall provide the Directors such information as the Directors may from time to time deem to be reasonably necessary to evaluate this Plan.

M. AMENDMENT. Any material amendment to this Multi-Class Plan shall be approved by the affirmative vote of a majority (as defined in the Act) of the Directors of the Fund, including the affirmative vote of the Directors of the Fund who are not interested persons of the Fund, except that any amendment that increases the CDSC rate schedule or CDSC Period must also be approved by the affirmative vote of a majority of the Shares of the affected Class. Except as so provided, no amendment to this Multi-Class Plan shall be required to be approved by the shareholders of any Class of the Shares constituting the Fund. The Distributor shall provide the Directors such information as may be reasonably necessary to evaluate any amendment to this Multi-Class Plan.

Dated: June 20, 2017