Common use of Governing Law; Jurisdiction; and Waiver of Trial by Jury Clause in Contracts

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, the substantive law of the State of New York. The parties agree that all actions and proceedings arising out of this Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. ________________________________ By: Name Title THE BANK OF NEW YORK ________________________________ By: Name Title EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Dealer Agreement. Nothing contained in this Exhibit B constitutes a representation by the Corporation that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, the substantive law of the State of New York. The parties agree that all actions and proceedings arising out of this Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND EQUITY TRUST INC. ________________________________ By: Name Title THE BANK OF NEW YORK ________________________________ By: Name Title [Auction Agency Agreement] EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Broker- Dealer Agreement. Nothing contained in this Exhibit B constitutes a representation by the Corporation that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, with the internal substantive laws (and not the choice of law rules) of the State of New York. The parties agree that all actions and proceedings arising out of this Auction Agency Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND EQUITY TRUST INC. ________________________________ By: Name Title THE BANK OF NEW YORK ________________________________ By: Name Title EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agent Agreement and each Broker-Broker- Dealer Agreement. Nothing contained in this Exhibit B Appendix constitutes a representation by the Corporation Trust that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, the substantive law of the State of New York. The parties agree that all actions and proceedings arising out of this Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND DIVIDEND & INCOME SECURITIES FUND INC. TRUST ________________________________ By: Name Title Name: Xxxxx X. Xxxxxx Title: President THE BANK OF NEW YORK ________________________________ By: Name Title Name: Title: [Auction Agency Agreement] EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit EXHIBIT B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Dealer Agreement. Nothing contained in this Exhibit B constitutes a representation by the Corporation Trust that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, the substantive law of the State of New York. The parties agree that all actions and proceedings arising out of this Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. ________________________________ By: Name Title THE BANK OF NEW YORK ________________________________ By: Name Title [Auction Agency Agreement] EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit EXHIBIT B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Broker- Dealer Agreement. Nothing contained in this Exhibit B constitutes a representation by the Corporation that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.

Governing Law; Jurisdiction; and Waiver of Trial by Jury. This Agreement shall be governed by, and interpreted and construed in accordance with, the substantive law of the State of New York. The parties agree that all actions and proceedings arising out of this Agreement or any transactions contemplated hereby shall be brought in the State of New York and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such State. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this agreement or the transaction contemplated hereby. THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. UTILITY TRUST ________________________________ By: Name Title THE BANK OF NEW YORK ________________________________ By: Name Title [Auction Agency Agreement] EXHIBIT A FORM OF BROKER-DEALER AGREEMENT Exhibit B SETTLEMENT PROCEDURES The following summary of Settlement Procedures sets forth the procedures expected to be followed in connection with the settlement of each Auction and will be incorporated by reference in the Auction Agency Agreement and each Broker-Dealer Agreement. Nothing contained in this Exhibit B constitutes a representation by the Corporation Trust that in each Auction each party referred to herein will actually perform the procedures described herein to be performed by such party.