SUBSCRIPTION AGENT AGREEMENTSubscription 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”).
The Gabelli Utility Trust Common Shares Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENTGabelli Utility Trust • November 9th, 2012 • 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
LETTERHEAD OF MORROW & CO., LLC]Gabelli Utility Trust • November 9th, 2012
This letter will serve as the agreement under which you will retain Morrow & Co., LLC (“Morrow” or “us”) to act as Information Agent in connection with the Rights Offering by The Gabelli Utility Trust to its holders of the Fund’s existing Common Stock (“the Offer”).
