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:
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).
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’’).
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’’).
