Exhibit 99(p)
FORM OF
PURCHASE AGREEMENT
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The Gabelli Dividend & Income Trust (the "Fund"), a Delaware statutory trust,
and Gabelli Funds, LLC (the "Buyer") hereby agree as follows:
1. The Fund hereby offers the Buyer and the Buyer hereby purchases
[5,112] Common Shares of Beneficial Interest of the Fund, par value $.0001, at
$[19.56] per share. The Shares are the "initial shares" of the Fund. The Buyer
hereby acknowledges receipt of a purchase confirmation reflecting the purchase
of the Shares, and the Fund hereby acknowledges receipt from the Buyer of
funds in the amount of $[100,000] in full payment for the Shares.
2. The Buyer represents and warrants to the Fund that the Shares
purchased by the Buyer are being acquired for investment purposes and not for
the purpose of distribution.
3. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his or her capacity as an officer of the
Fund.
4. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day of October, 2003.
THE GABELLI DIVIDEND &
INCOME TRUST
By:________________________
GABELLI FUNDS, LLC
By:________________________
