Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES) April 1, 2009Master Agreement Among Underwriters • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of April 1, 2009, is by and between Morgan Stanley & Co. Incorporated (“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
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust • New York
Reference is made to the Underwriting Agreement dated January [ • ], 2011 (the “Underwriting Agreement”), by and among The Gabelli Natural Resources, Gold & Income Trust, Gabelli Funds, LLC and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
MASTER DEALER AGREEMENTMaster Dealer Agreement • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust • New York
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust
The Gabelli Natural Resources, Gold & Income Trust (the “Fund”), a statutory trust organized under the laws of the state of Delaware, confirms its investment advisory agreement with Gabelli Funds, LLC (the “Adviser”), as follows:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of January [ • ], 2011, between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Gabelli Funds, LLC (the “Adviser”).
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • January 26th, 2011 • Gabelli Natural Resources, Gold & Income Trust • New York
This agreement is between Gabelli Funds, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to The Gabelli Natural Resources, Gold & Income Trust (the “Fund”).
