FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2005 • Gabelli Dividend & Income Trust • New York
Contract Type FiledOctober 26th, 2005 Company JurisdictionThe 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
AUCTION PREFERRED SHARES FRANKLIN TEMPLETON LIMITED DURATION INCOME TRUST Shares, Series M Shares, Series W Shares, Series F Liquidation Preference $25,000 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2003 • Franklin Templeton Limited Duration Income Trust • New York
Contract Type FiledNovember 3rd, 2003 Company JurisdictionFranklin Templeton Limited Duration Income Trust, a Delaware statutory trust (the "Fund") and Franklin Advisers, Inc., a California corporation (the "Adviser"), propose to sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom Citigroup Global Markets Inc. (the "Representative") is acting as representative an aggregate of shares of its Series M, shares of its Series W and shares of its Series F Auction Preferred Shares (collectively, the "Preferred Shares"), par value $.0.01 per share, with a liquidation preference of $25,000 per share (the shares of Preferred Shares to be sold hereby are referred to herein, collectively, as the "Shares"). The Shares will be authorized by, and subject to the terms and conditions of, the Statement of Preferences of Auction Preferred Shares ("the Statement") in substantially the form filed as an exhibit to the registration statement referred to in Section 1 of this Underwriting Agreement (the "Agreement").