AmongDistribution Agreement • November 24th, 2003 • Gabelli Dividend & Income Trust • New York
betweenGabelli Dividend & Income Trust • November 24th, 2003 • Massachusetts
REGISTRAR,Transfer Agency and Service Agreement • November 24th, 2003 • Gabelli Dividend & Income Trust • Massachusetts
The Gabelli Dividend & Income Trust (a Delaware statutory trust) [ ] Preferred Shares ("Preferred Shares") [ ] Shares [ ]% Preferred Shares, Series A Liquidation Preference $[25] per share [ ] Auction Market Preferred Shares ("AMPS") [ ] Shares [ ]%...Gabelli Dividend & Income Trust • June 8th, 2004 • New York
between THE BANK OF NEW YORK as Auction Agent andBroker-Dealer Agreement • June 8th, 2004 • Gabelli Dividend & Income Trust • New York
UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement • June 5th, 2019 • Gabelli Dividend & Income Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 2, 2019, is by and between UBS Securities LLC (“we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect to such Offering
Ex-99(2)(k)(ii) THE GABELLI DIVIDEND & INCOME TRUST _______________________________________________ AUCTION AGENCY AGREEMENT dated as of May __, 2004Auction Agency Agreement • June 8th, 2004 • Gabelli Dividend & Income Trust • New York
Exhibit (k)(iii) ADDITIONAL COMPENSATION AGREEMENT ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of November [ ], 2003, between Citigroup Global Markets Inc. ("Citigroup") and Gabelli Funds, LLC ("Gabelli"). WHEREAS, The Gabelli...Additional Compensation Agreement • November 24th, 2003 • Gabelli Dividend & Income Trust • New York
FORM OF PURCHASE AGREEMENT ------------------Form of Purchase Agreement • October 27th, 2003 • Gabelli Dividend & Income Trust
THE GABELLI DIVIDEND & INCOME TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ____________________________________________ November 25, 2003 TABLE OF CONTENTSGabelli Dividend & Income Trust • November 26th, 2003 • Delaware
THE GABELLI DIVIDEND & INCOME TRUST (a Delaware Statutory Trust) 6,000,000 Shares of 4.250% Series K Cumulative Preferred Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2021 • Gabelli Dividend & Income Trust • New York
I, John C. Ball, Treasurer of The Gabelli Dividend & Income Trust (the “Fund”), do hereby certify that I am the Treasurer, principal financial officer and principal accounting officer of the Fund. In that capacity, I have reviewed the Fund’s definitive base prospectus dated September 22, 2021 (including the statement of additional information incorporated therein, the “Base Prospectus”) and the preliminary prospectus supplement dated October 4, 2021 (the “Preliminary Prospectus Supplement”), each relating to the offering of 6,000,000 of the Fund’s Series K Cumulative Preferred Shares, liquidation preference $25.00 per share, par value $0.001 per share (the “Offering”). Based upon a review of the Fund’s financial records, schedules and analyses undertaken by myself or by members of my staff who are responsible for the Fund’s financial and accounting matters, I do hereby certify to the Underwriters, to the best of my information, knowledge and belief, that:
The Gabelli Dividend & Income Trust Common Shares Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTDealer Manager Agreement • October 4th, 2019 • Gabelli Dividend & Income Trust • New York
BOFA SECURITIES, INC. MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Gabelli Dividend & Income Trust • October 5th, 2021 • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of November 19, 2020, is by and between BofA Securities, Inc. (“BofA” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect t
BOFA SECURITIES, INC. MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • October 5th, 2021 • Gabelli Dividend & Income Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of November 25, 2019, is by and between BofA Securities, Inc. (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
Exhibit 99(g) INVESTMENT ADVISORY AGREEMENT Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1434 Dear Sir: The Gabelli Dividend & Income Trust (the "Fund"), a statutory trust organized under the laws of the state of Delaware, confirms its...Investment Advisory Agreement • October 27th, 2003 • Gabelli Dividend & Income Trust
Ninth Amendment to Transfer Agency and Service AgreementAgency and Service Agreement • June 29th, 2016 • Gabelli Dividend & Income Trust • Massachusetts
This Ninth Amendment (“Amendment’’), effective as of July 1, 2016 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, ”Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
Subscription Agent Agreement Between The Gabelli Dividend & Income Trust And Computershare Trust Company, N.A. And Computershare Inc.Subscription Agent Agreement • October 4th, 2019 • Gabelli Dividend & Income Trust • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of October 3, 2019 (the “Effective Date”), is by and among The Gabelli Dividend & Income Trust, a closed-end management investment company organized and existing under the laws of the State of Delaware (“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).
The Gabelli Dividend & Income Trust Exhibit to Item 77Q1(a) THE GABELLI DIVIDEND & INCOME TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ____________________________________________ As Amended, February 26, 2009 TABLE OF CONTENTS...Agreement and Declaration • August 28th, 2009 • Gabelli Dividend & Income Trust
THE GABELLI DIVIDEND & INCOME TRUST SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • July 22nd, 2011 • Gabelli Dividend & Income Trust • Delaware
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 16th day of February 2011, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
THE GABELLI DIVIDEND & INCOME TRUST Exhibit 1- 77(Q)1(a) THE GABELLI DIVIDEND & INCOME TRUST SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST TABLE OF CONTENTS Page ARTICLE I The Trust 1.1 Name 1 1.2 Definitions 1 ARTICLE II Trustees 2.1...Agreement and Declaration of Trust • March 1st, 2011 • Gabelli Dividend & Income Trust
Trustees 2.1 Number and Qualification 3 2.2 Term and Election 3 2.3 Resignation and Removal 3 2.4 Vacancies 4 2.5 Meetings 4 2.6 Officers 5 ARTICLE III
FORM OF AGREEMENTForm of Agreement • October 27th, 2003 • Gabelli Dividend & Income Trust • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 15th, 2019 • Gabelli Dividend & Income Trust • Security brokers, dealers & flotation companies
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
AMENDMENT NO. 1 TO AMENDED AND RESTATED BY-LAWS OF THE GABELLI DIVIDEND & INCOME TRUST Effective: August 17, 2022Gabelli Dividend & Income Trust • August 25th, 2022
On August 17, 2022, the Board of Trustees of The Gabelli Dividend & Income Trust (the “Fund”), in accordance with the Fund’s Amended and Restated By-Laws (the “By-Laws”) and Second Amended and Restated Agreement and Declaration of Trust, approved and adopted the following amendment to the By-Laws, to be effective immediately:
Thirteenth Amendment to Transfer Agency and Service AgreementAgency and Service Agreement • June 5th, 2019 • Gabelli Dividend & Income Trust • Massachusetts
This Thirteenth Amendment (“Amendment”), effective as of June 7, 2019 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).
September 25, 2019 The Gabelli Dividend & Income Trust One Corporate Center Rye, NY 10580-1422Gabelli Dividend & Income Trust • October 4th, 2019
This letter will serve as the agreement under which you will retain Morrow Sodali LLC (“Morrow” or “us”) to perform search and distribution services in connection with the Rights Offering by The Gabelli Dividend & Income Trust to holders of the Fund’s existing Common Shares (“the Offer”).
Nineteenth Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • October 5th, 2021 • Gabelli Dividend & Income Trust • Massachusetts
This Nineteenth Amendment (“Amendment”), effective as of October ______, 2021 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, ”Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
THE GABELLI DIVIDEND & INCOME TRUST (a Delaware Statutory Trust) 6,000,000 Shares of 4.250% Series K Cumulative Preferred Shares AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2021 • Gabelli Dividend & Income Trust
Reference is made to the Underwriting Agreement (the “Underwriting Agreement”), dated as of October 4, 2021, among The Gabelli Dividend & Income Trust, a Delaware statutory trust (the “Fund”), Gabelli Funds, LLC, the Fund’s investment adviser and a New York limited liability company (the “Adviser”), BofA Securities, Inc. (“BofA Securities”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) and each of the other Underwriters named in Schedule A to the Underwriting Agreement (collectively, the “Underwriters”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Underwriting Agreement.
Eighteenth Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • October 5th, 2021 • Gabelli Dividend & Income Trust • Massachusetts
This Eighteenth Amendment (“Amendment’’), effective as of April 19, 2021 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, ”Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 18th, 2021 • Gabelli Dividend & Income Trust • New York
This SHARE EXCHANGE AGREEMENT is made and entered into as of March 17, 2021 (this “Agreement”), by and between THE GABELLI DIVIDEND AND INCOME TRUST, a closed-end fund organized as a Delaware statutory trust, as issuer (the “Fund”), and BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States, including its successors by merger or operation of law (“Bank of America”).
Seventeenth Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • March 18th, 2021 • Gabelli Dividend & Income Trust • Massachusetts
This Seventeenth Amendment (“Amendment’’), effective as of March 17, 2021 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, ”Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
FORM OF UNDERWRITING AGREEMENTGabelli Dividend & Income Trust • October 26th, 2005 • New York
The undersigned, Gabelli Dividend & Income Trust, a non-diversified, closed-end management investment company organized under the laws of the State of Delaware as a statutory trust (the “Fund”), Gabelli Funds, LLC, a New York limited liability corporation (the “Adviser”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named on Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters shares of % Series D Cumulative Preferred Shares with a liquidation preference of $25 per share (the “Series D Preferred”) and shares of Series E Auction Rate Cumulative Preferred Shares (the “Series E Preferred” and together with the Series D Preferred, the “Securities”) with a liquidation preference of $25,000 per share. Unless otherwise stated, the term “you” as used herein means each of Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, individually on its own behalf and on
