Gabelli Utility Trust Sample Contracts

between THE BANK OF NEW YORK as Auction Agent and
Broker-Dealer Agreement • July 24th, 2003 • Gabelli Utility Trust • New York
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Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • May 26th, 2016 • Gabelli Utility Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 15, 2014, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” 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

MUTUAL FUND CUSTODY AND ----------------------- SERVICES AGREEMENT ------------------
Mutual Fund Custody and Services Agreement • May 10th, 2002 • Gabelli Utility Trust • Massachusetts
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • May 26th, 2016 • Gabelli Utility Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (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).

PURCHASE AGREEMENT
Purchase Agreement • March 31st, 1999 • Gabelli Utility Fund
Subscription Agent Agreement Between Gabelli Utility Trust and Computershare Trust Company, N.A., Computershare Inc.
Subscription Agent Agreement • September 9th, 2024 • Gabelli Utility Trust • New York

THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 27th day of August 2024 (the “Effective Date”) by and among Gabelli Utility Trust, a company organized and existing under the laws of the State of Delaware (the "Company"), Computershare Inc. (“Computershare”) a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, the “Agent”).

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • November 9th, 2012 • Gabelli Utility Trust • New York

This Subscription Agent Agreement (the “Agreement”) is made as of November 6, 2012 by and between The Gabelli Utility Trust, a closed-end investment company organized and existing under the laws of the State of Maryland, (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File No. 333-174333 filed by the Fund with the Securities and Exchange Commission (“SEC”) on October 18, 2012, as supplemented or amended by any amendment filed with respect thereto (the “Registration Statement”).

Fourth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 17th, 2015 • Gabelli Utility Trust • Massachusetts

This Fourth Amendment (“Amendment”), effective as of , 2013 (“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”).

Sixth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 19th, 2016 • Gabelli Utility Trust • Massachusetts

This Sixth Amendment (“Amendment”), effective as of March 31, 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”).

Transfer Agency and Service Agreement Among Each of the Gabelli Closed End Investment Companies Listed on Exhibit A Hereto Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • May 19th, 2011 • Gabelli Utility Trust • Massachusetts

AGREEMENT made as of the 1st day of January, 2011 by and among each of the Gabelli closed-end investment companies listed on Exhibit A, a corporation, having its principal office and place of business at One Corporate Center, Rye, NY 10580 (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

Ninth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • March 15th, 2018 • Gabelli Utility 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’’).

Eleventh Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • March 15th, 2018 • Gabelli Utility Trust • Massachusetts

This Eleventh Amendment (“Amendment”), effective as of September 26, 2017 (“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”).

First Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • October 18th, 2012 • Gabelli Utility Trust • Massachusetts

This First Amendment (“Amendment”), effective as of August 1, 2012 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., formerly known as Computershare Shareholder Services, 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”).

Seventh Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • May 26th, 2016 • Gabelli Utility Trust • Massachusetts

This Seventh Amendment (“Amendment’’), effective as of May 10, 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’’).

Second Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • October 18th, 2012 • Gabelli Utility Trust • Massachusetts

This Second Amendment (“Amendment”), effective as of September 28, 2012 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., formerly known as Computershare Shareholder Services, 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”).

The Gabelli Utility Trust Common Shares Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENT
Dealer Manager Agreement • November 9th, 2012 • Gabelli Utility Trust • New York

Each of The Gabelli Utility Trust, a Delaware statutory trust (the “Fund”), and Gabelli Funds, LLC, a New York limited liability company (the “Investment Advisor”), hereby confirms the agreement with and appointment of Gabelli & Company Inc. to act as dealer manager (the “Dealer Manager”) in connection with the issuance by the Fund to its common shareholders of record (the “Record Date Shareholders”) at the close of business on the record date set forth in the Prospectus (as defined herein) (the “Record Date”) transferable rights entitling such Record Date Shareholders to subscribe for up to [ ] additional common shares (the “Shares”) of the Fund (the “Offer”). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each a “Right” and, collectively, the “Rights”) for each existing common share held by such Record Date Shareholder on the Record Date. Such Rights entitle their holders to acquire during the subscription period set forth

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Subscription Agent Agreement Between The Gabelli Utility Trust and Computershare Trust Company, N.A. and Computershare Inc.
Subscription Agent Agreement • March 14th, 2022 • Gabelli Utility Trust • New York

THIS SUBSCRIPTION AGENT AGREEMENT (the “Agreement”) is entered into as of this 10th day of March, 2022 (the “Effective Date”) by and among The Gabelli Utility Trust, a statutory trust organized and existing under the laws of the State of Delaware (the "Company"), Computershare Inc. (“Computershare”), a Delaware corporation, and Computershare’s fully owned subsidiary Computershare Trust Company, N.A., a national banking association (the “Trust Company” and together with Computershare, the “Agent”).

Tenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • March 15th, 2018 • Gabelli Utility Trust • Massachusetts

This Tenth Amendment (“Amendment”), effective as of September 2, 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 GabeIli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).

Fifteenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • February 14th, 2020 • Gabelli Utility Trust • Massachusetts

This Fifteenth Amendment (“Amendment’’), effective as of December 16, 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’’).

THE GABELLI UTILITY TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 16, 2011
Trust Agreement • May 19th, 2011 • Gabelli Utility Trust • Delaware

THIRD 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.

Sixteenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • February 14th, 2020 • Gabelli Utility Trust • Massachusetts

This Sixteenth Amendment (“Amendment’’), effective as of December 16, 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’’).

Twelfth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • February 14th, 2020 • Gabelli Utility Trust • Massachusetts

This Twelve Amendment (“Amendment”), effective as of December 19, 2018 (“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”).

Fourteenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • February 14th, 2020 • Gabelli Utility Trust • Massachusetts

This Fourteenth Amendment (“Amendment’’), effective as of October 9, 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’’).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 20th, 2024 • Gabelli Utility 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.

Thirteenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • February 14th, 2020 • Gabelli Utility 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’’).

Form of Fifth Amendment to Transfer Agency and Service Agreement
Fifth Amendment to Transfer Agency and Service Agreement • April 17th, 2015 • Gabelli Utility Trust • Massachusetts

This Fifth Amendment (“Amendment”), effective as of September , 2014 (“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”).

Gabelli Utility Trust POS EX
Search and Distribution Services Agreement • March 11th, 2021 • Gabelli Utility Trust

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 Utility Trust to holders of the Fund’s existing Common Shares (“the Offer”).

Twenty-third Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • September 6th, 2023 • Gabelli Utility Trust • Massachusetts

This Twenty-third Amendment (“Amendment’’), effective as of December 27, 2022 (“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’’).

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