Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • May 26th, 2016 • Gabelli Utility Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of July 15, 2014, is by and between Morgan Stanley & Co. LLC (“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 AAU with
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • May 26th, 2016 • Gabelli Utility Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of June 1, 2011, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
THE GABELLI UTILITY TRUST (a Delaware Statutory Trust) 2,000,000 Shares of 5.375% Series C Cumulative Preferred Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2016 • Gabelli Utility Trust • New York
Seventh Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • May 26th, 2016 • Gabelli Utility Trust • Massachusetts
This Seventh Amendment (“Amendment’’), effective as of May 10, 2016 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
Eighth Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • May 26th, 2016 • Gabelli Utility Trust • Massachusetts
This Eighth Amendment (“Amendment’’), effective as of May 31, 2016 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).
MUTUAL FUND CUSTODY AND SERVICES AGREEMENTMutual Fund Custody and Services Agreement • May 26th, 2016 • Gabelli Utility Trust • Massachusetts
This AGREEMENT is effective as of , 200 , and is between The Gabelli Utility Trust, Inc., (the “Company” or the “Fund”) a business trust organized under the laws of the State of Delaware having its principal office and place of business at One Corporate Center, Rye, NY 10580, and BOSTON SAFE DEPOSIT AND TRUST COMPANY, (the “Custodian”) a Massachusetts trust company with its principal place of business at One Boston Place, Boston, Massachusetts 02108.
