FORM OF UNDERWRITING AGREEMENTGabelli Dividend & Income Trust • October 26th, 2005 • New York
The 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
