<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ny422942.txt
<DESCRIPTION>EXHIBIT 99 (D)(IV)
<TEXT>
                                                                 EX 99(d)(iv)

 VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. NEW YORK TIME
                             ON THE EXPIRATION DATE

CONTROL NO. _____ MAXIMUM PRIMARY SUBSCRIPTION SHARES AVAILABLE

                            THE GABELLI UTILITY TRUST

                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Shareholder:

                      IN ORDER TO EXERCISE YOUR RIGHTS, YOU

                 MUST COMPLETE BOTH SIDES OF THE TEAR OFF CARD.

As the registered owner of the Subscription Certificate below, you are entitled
to subscribe for the number of shares of Common Stock, $.001 par value per
share, of The Gabelli Utility Trust (the "Fund"), shown above pursuant to the
Primary Subscription Right and upon the terms and conditions and at the
Subscription Price for each share of Common Stock specified in the Prospectus
relating thereto. The Rights represented hereby include the Over-Subscription
Privilege for Rights holders, as described in the Prospectus. Under the
Privilege, any number of additional shares may be purchased by a Rights holder
if such shares are available and the holder's Primary Subscription Rights have
been fully exercised to the extent possible.

Registered owners who are participants in The Gabelli Utility Trust Automatic
Dividend Reinvestment and Voluntary Cash Purchase Plan will receive their
primary and oversubscription shares via an uncertificated share credit to their
existing accounts. To request a stock certificate, participants in the plan
must check Box D on the reverse side of the Subscription Certificate below.
Registered owners who are not participants in the plan will be automatically
issued stock certificates. Stock certificates for primary share subscriptions
will be delivered as soon as practicable after receipt of the required
completed Subscription Certificate and after full payment has been received and
cleared. Stock certificates for oversubscriptions and confirmation statements
reflecting uncertificated share credits for dividend reinvestment accounts will
be delivered as soon as practicable after the Expiration Date and after all
allocations have been effected.

                     THE SUBSCRIPTION RIGHT IS TRANSFERABLE

PAYMENT MUST BE IN UNITED STATES DOLLARS. ONLY MONEY ORDERS OR CHECKS DRAWN ON
A BANK LOCATED IN THE CONTINENTAL UNITED STATES (OR FOR CANADIAN RESIDENTS
ONLY, ON A BANK LOCATED IN CANADA) AND MADE PAYABLE TO THE GABELLI UTILITY
TRUST WILL BE ACCEPTED. PLEASE REFERENCE YOUR RIGHTS CARD CONTROL NUMBER ON
YOUR CHECK, MONEY ORDER OR NOTICE OF GUARANTEED DELIVERY.

        VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                      NEW YORK TIME ON THE EXPIRATION DATE

CONTROL NO. CUSIP NO.

__________ RIGHTS REPRESENTED BY THIS
SUBSCRIPTION CERTIFICATE

                                  ACCOUNT NO.

                           THE GABELLI UTILITY TRUST

                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

          (COMPLETE APPROPRIATE SECTION ON REVERSE SIDE OF THIS FORM)

The registered owner of this Subscription Certificate named below, or assigns,
is entitled to the number of Rights to subscribe for the Common Stock, $.001
par value, of The Gabelli Utility Trust (the "Fund") shown above, in the ratio
of one share of Common Stock for each three Rights, pursuant to the Primary
Subscription Right and upon the terms and conditions and at the price for each
share of Common Stock specified in the Prospectus relating thereto. The Rights
represented hereby include the Over-Subscription Privilege for Record Date
Stockholders only, as described in the Prospectus. Under this Privilege, any
number of additional shares may be purchased by a Record Date Stockholder if
such shares are available and the owner's Primary Subscription Rights have been
fully exercised to the extent possible and the pro rata allocation requirements
have been satisfied. Stock certificates for the shares subscribed for pursuant
to the Primary Subscription Right will be delivered as soon as practicable
after receipt of the required completed Subscription Certificate and after full
payment has been received and cleared. Stock certificates for the shares
subscribed for pursuant to the Over-Subscription Privilege will be delivered as
soon as practicable after the Expiration Date and after all allocations have
been effected. Registered owners who are participants in The Gabelli Utility
Trust Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan will
receive their primary and oversubscription shares via an uncertificated share
credit to their existing accounts. To request a stock certificate, participants
in the plan should check Box D on the reverse side of this form. Any refund in
connection with an over-subscription will be delivered as soon as practicable
after the Expiration Date and after all allocations have been effected. The
Subscription Certificate may be transferred in the same manner and with the
same effect as in the case of a negotiable instrument payable to specific
persons, by duly completing and signing the assignment on the reverse side
hereof. To subscribe pursuant to the Primary Subscription Right or the
Over-Subscription Privilege, six Rights and the Subscription Price are required
for each share of Common Stock. Payment of the $__ per share must accompany the
Subscription Certificate. See reverse side of forms.

To subscribe for your primary shares please complete line "A" on the card
below.

EXAMPLE:

100 shares = 100 rights (100 rights will be AUTOMATICALLY rounded up to 102
rights, the nearest number of rights divisible by three)

102 rights divided by 3 = 34 primary shares

The maximum number of primary subscription shares would be 34.

A. 34 x $____ = $_____
                                (No. of shares)

If you are not subscribing for your full Primary Subscription, check box "E"
below and we will attempt to sell any remaining unexercised Rights.

To subscribe for any over-subscription shares please complete line "B" below.

PLEASE NOTE: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.

PAYMENT OF SHARES: Full payment for both the primary and over-subscription
shares or a notice of guaranteed delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
notice of guaranteed delivery.

If the aggregate Subscription Price paid by a Record Date Stockholder is
insufficient to purchase the number of shares of Common Stock that the holder
indicates are being subscribed for, or if a Record Date Stockholder does not
specify the number of shares of Common Stock to be purchased, then the Record
Date Stockholder will be deemed to have exercised first, the Primary
Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to purchase shares of Common Stock to the full
extent of the payment rendered. If the aggregate Subscription Price paid by a
Record Date Stockholder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Record Date Stockholder has indicated an
intention to subscribe, then the Record Date Stockholder will be deemed to have
exercised first, the Primary Subscription Right (if not already fully
exercised) and second, the Over-Subscription Privilege to the full extent of
the excess payment tendered.

Expiration Date September   , 2003 (unless extended) To: EQUISERVE

Attention: Corporate Actions

                   PLEASE FILL IN ALL APPLICABLE INFORMATION

                                    By Mail:
                                 P.O. Box 9573
                             Boston, MA 02205-9573

                             By Overnight Courier:
                              40 Campanelli Drive
                              Braintree, MA 02184

                                 By Facsimile:

                                 (781) 575-4826

With the original Subscription Certificate to be sent by mail, hand or
overnight courier. Confirm facsimile by telephone to (781) 575-4816

                                    By Hand:
                Securities Transfer and Reporting Services, Inc.

                                 c/o EquiServe
                           100 Williams St. Galleria

                               New York, NY 10038

A. Primary Subscription _____________ x $ = $____________ (3 Rights = 1 share)
(No. of Shares) (Purchase Price)

B. Over-Subscription

Privilege _____________ x $ = $___________(1) (Shares) (Purchase Price)

C. Amount of Check Enclosed

= $--------

(or amount in notice of guaranteed delivery)

D. IF YOU CURRENTLY PARTICIPATE IN THE FUND'S AUTOMATIC DIVIDEND

REINVESTMENT AND CASH PURCHASE PLAN AND WISH TO RECEIVE A CERTIFICATE, CHECK
HERE [ ]

E. Sell any Remaining Rights [ ]

F. Sell all of my Rights [ ]

(1) The Over-Subscription Privilege can be exercised only by a Record Date
Stockholder, as described in the Prospectus, and only if the Rights initially
issued to him are exercised to the fullest extent possible.

SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Common Stock indicated as the total of A and B hereon upon the terms and
conditions specified in the Prospectus relating thereto, receipt of which is
acknowledged. I hereby agree that if I fail to pay for the shares of Common
Stock for which I have subscribed, the Fund may exercise any of the remedies
set forth in the Prospectus.

TO SELL: If I have checked either the box on line E or on line F, I authorize
the sale of Rights by the Subscription Agent according to the procedures
described in the Prospectus.

SIGNATURE(S) OF SUBSCRIBER(S)

Address for delivery of Shares if other than shown on front

If permanent change of address, check here [ ]

Please give your telephone number: ( ) _______________

Please give your e-mail address: ___________________ SECTION 2. TO TRANSFER
RIGHTS (except pursuant to E or F above):

For value received, ________ of the Rights represented by the Subscription
Certificate are assigned to:

                         (Print Full Name of Assignee)

                              (Print Full Address)

                          SIGNATURE(S) OF ASSIGNEE(S)

IMPORTANT: The Signature(s) must correspond in every particular, without
alteration, with the name(s) as printed on your Subscription Certificate.

Your signature must be guaranteed by:

(a) a commercial bank or trust company or (b) a member firm of a domestic stock
exchange or (c) a savings bank or credit union.

                                   SIGNATURE

                             (Name of Bank or Firm)

                                 GUARANTEED BY:

                        (Signature of Officer and Title)

<PAGE>

                                                                    EX 99(d)(v)

                         NOTICE OF GUARANTEED DELIVERY

                         FOR SHARES OF COMMON STOCK OF

                           THE GABELLI UTILITY TRUST

                   SUBSCRIBED FOR UNDER PRIMARY SUBSCRIPTION

                      AND THE OVER-SUBSCRIPTION PRIVILEGE

As set forth in the Prospectus, this form or one substantially equivalent
hereto may be used as a means of effecting subscription and payment for all
shares of the Fund's Common Stock (the "Shares") subscribed for under the
Primary Subscription and the Over-Subscription Privilege. Such form may be
delivered by hand or sent by facsimile transmission, overnight courier or first
class mail to the Subscription Agent.

                           THE SUBSCRIPTION AGENT IS:

                                   EQUISERVE

                          Attention: Corporate Actions

       BY MAIL:                                            BY FACSIMILE:
    P.O. Box 9573                                          (781) 575-4826
Boston, MA 02205-9573

                         CONFIRM BY TELEPHONE TO:

                              (781) 575-4816

BY OVERNIGHT COURIER:                                     BY HAND:
 40 Campanelli Drive                                Securities Transfer and
 Braintree, MA 02184                               Reporting Services, Inc.

                                 c/o EquiServe

                           100 Williams St. Galleria

                               New York, NY 10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA
A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE
A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which
completes this form must communicate this guarantee and the number of Shares
subscribed for in connection with this guarantee (separately disclosed as to
the Primary Subscription and the Over-Subscription Privilege) to the
Subscription Agent and must deliver this Notice of Guaranteed Delivery of
Payment, guaranteeing delivery of (a) payment in full for all subscribed Shares
and (b) a properly completed and signed copy of the Subscription Certificate
(which certificate and full payment must then be delivered no later than the
close of business of the third business day after the Expiration Date, unless
extended) to the Subscription Agent prior to 5:00 p.m., New York time, on the
Expiration Date, unless extended. Failure to do so will result in a forfeiture
of the Rights.

                                   GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or
trust company having an office or correspondent in the United States,
guarantees delivery to the Subscription Agent by no later than 5:00 p.m., New
York time, on September , 2003 (unless extended as described in the Prospectus)
of (a) a properly completed and executed Subscription Certificate and (b)
payment of the full Subscription Price for Shares subscribed for on Primary
Subscription and for any additional Shares subscribed for pursuant to the
Over-Subscription Privilege, as subscription for such Shares is indicated
herein or in the Subscription Certificate.

                                                    BROKER ASSIGNED CONTROL #


                         THE GABELLI UTILITY TRUST

<TABLE>
<CAPTION>
<S>                          <C>                        <C>                         <C>
1.  Primary Subscription     Number of Rights to be     Number of Primary Shares    Payment to be made in
                             exercised                  requested for which you     connection with Primary
                                                        are guaranteeing delivery   Shares.
                                                        of Rights and Payment


                             _______________Rights      _______________Shares        $_______________
                                                        (Rights / by 3)

2.  Over-Subscription                                   Number of                   Payment to be made in
                                                        Over-Subscription Shares    connection with
                                                        requested for which you     Over-Subscription Shares
                                                        are guaranteeing payment


                                                        _______________Shares       $_______________

3.  Totals                   Total Number of Rights
                             to be Delivered


                             _______________Rights                                  $_________________
                                                                                      Total Payment
</TABLE>

Method of delivery (circle one)

A. Through DTC

B. Direct to EquiServe, as Subscription Agent. Please reference below the
registration of the Rights to be delivered.

PLEASE SIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number
needs to be referenced on any direct delivery of Rights or any delivery through
DTC. In addition, please note that if you are guaranteeing for
Over-Subscription Privilege Shares and are a DTC participant, you must also
execute and forward to EquiServe a DTC Participant Over-Subscription Exercise
form.

------------------------------       ---------------------------------------
Name of Firm                         Authorized Signature

------------------------------       ---------------------------------------
DTC Participant Number               Title

------------------------------       ---------------------------------------
Address                              Name (Please Type or Print)


------------------------------       ---------------------------------------
Zip Code                             Phone Number


------------------------------       ---------------------------------------
Contact Name                         Date





<PAGE>

                                                                 EX99(D)(VI)

                           THE GABELLI UTILITY TRUST

                                RIGHTS OFFERING

                 NOMINEE HOLDER OVER-SUBSCRIPTION CERTIFICATION

                   PLEASE COMPLETE ALL APPLICABLE INFORMATION

<TABLE>
<CAPTION>
 By Express Mail or Overnight Courier:             By Mail:                            By Hand:

                                                                         Securities Transfer and Reporting

<S>                                     <C>                                <C>
          Equiserve                               Equiserve                         Services, Inc.
    Att: Corporate Actions                 Att: Corporate Actions                  c/o Equiserve
     40 Campanelli Drive                       P.O. Box 9573                100 Williams Street Galleria
Braintree, Massachusetts 02184          Boston, Massachusetts 02205-9573           New York, NY 10038
</TABLE>



THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS TO EXERCISE THE OVER-
SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO WHICH THE PRIMARY
SUBSCRIPTION PRIVILEGE WAS EXERCISED IN FULL AND DELIVERED THROUGH THE
FACILITIES OF A COMMON DEPOSITORY. ALL OTHER EXERCISES OF OVER-SUBSCRIPTION
PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE SUBSCRIPTION CERTIFICATES.

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND'S
PROSPECTUS DATED AUGUST __, 2003 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN
BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE
SUBSCRIPTION AGENT.

VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL OR WITH A
PROPERLY COMPLETED NOTICE OF GUARANTEED DELIVERY BEFORE 5:00 P.M., NEW YORK
CITY TIME, ON SEPTEMBER , 2003, UNLESS EXTENDED BY THE FUND (THE "EXPIRATION
DATE").

1. The undersigned hereby certifies to the Subscription Agent that it is a
participant in ____________ [Name of Depository] (the "Depository") and that it
has either (i) exercised the Primary Subscription in respect of the Rights and
delivered such exercised Rights to the Subscription Agent by means of transfer
to the Depository Account of the Subscription Agent or (ii) delivered to the
Subscription Agent a Notice of Guaranteed Delivery in respect of the exercise
of the Primary Subscription Privilege and will deliver the Rights called for in
such Notice of Guaranteed Delivery to the Subscription Agent by means of
transfer to such Depository Account of Subscription Agent.

2. The undersigned hereby exercises the Over-Subscription Privilege to
purchase, to the extent available, ____________ shares of Common Stock and
certifies to the Subscription Agent that such Over-Subscription Privilege is
being exercised for the account or accounts of persons (which may include the
undersigned) on whose behalf all Primary Subscription Rights have been
exercised.*

3. The undersigned understands that payment of the Subscription Price of $ per
share for each share of Common Stock subscribed for pursuant to the
Over-Subscription Privilege must be received by the Subscription Agent before
5:00 p.m., New York City time, on the Expiration Date, unless a Notice of
Guaranteed Delivery is used, in which case, payment in full must be received by
the Subscription Agent no later than the close of business on the third
business day after the Expiration Date and represents that such payment, in the
aggregate amount of $________, either

                            (check appropriate box)

[ ] has been or is being delivered to the Subscription Agent pursuant to the
    Notice of Guaranteed Delivery referred to above

or

[ ] is being delivered to the Subscription Agent herewith

or

[ ] has been delivered separately to the Subscription Agent; and, in the case
    of funds not delivered pursuant to a Notice of Guaranteed Delivery, is or
    was delivered in the manner set forth below (check appropriate box and
    complete information relating thereto):

[ ] uncertified check

[ ] certified check

[ ] bank draft

                    PRIMARY SUBSCRIPTION CONFIRMATION NUMBER

                             NAME OF NOMINEE HOLDER

                                    ADDRESS:

--------------------------------       ---------------------------------------
Depository Participant Number

                                       ---------------------------------------
                                       City           State        Zip Code


--------------------------------
Contact Name

--------------------------------
Phone Number                          By:
                                           -----------------------------------
                                           Name:
                                           Title:

Dated:            , 200_



* PLEASE ATTACH A BENEFICIAL OWNER LISTING CONTAINING THE RECORD DATE POSITION
OF RIGHTS OWNED, THE NUMBER OF PRIMARY SHARES SUBSCRIBED AND THE NUMBER OF
OVER-SUBSCRIPTION SHARES, IF APPLICABLE, REQUESTED BY EACH SUCH OWNER.


<PAGE>

                                                                 EX99(d)(vii)

                                    FORM OF

             SUBSCRIPTION, DISTRIBUTION AND ESCROW AGENCY AGREEMENT

This Subscription, Distribution and Escrow Agency Agreement (the "Agreement")
is made as of ______________, 2003 between The Gabelli Utility Trust, a
Delaware business trust ("Gabelli") and Equiserve Trust Company, N.A., a
national banking association, as subscription, distribution and escrow agent
("Agent").

WHEREAS, Gabelli proposes to make a subscription offer by issuing certificates
or other evidences of subscription rights, in the form designated by Gabelli
("Subscription Certificates") to shareholders of record ("Record Date
Shareholders") of its Common Shares of Beneficial Interest as of a record date
specified by Gabelli (the "Record Date"), pursuant to which each Record Date
Shareholder will have certain rights (the "Rights") to subscribe to shares of
Gabelli Common Shares of Beneficial Interest, par value $.001 ("Common Capital
Stock"), as described in and upon such terms as are set forth in the prospectus
(the "Prospectus") included in the Form N-2 Registration Statement filed by
Gabelli with the Securities and Exchange Commission on May 22, 2003, as amended
by any amendment filed with respect thereto (the "Registration Statement");

WHEREAS, Gabelli wishes the Agent to perform certain acts on behalf of Gabelli,
and the Agent is willing to so act, in connection with the distribution of the
Subscription Certificates and the issuance and exercise of the Rights to
subscribe therein set forth, all upon the terms and conditions set forth
herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements
set forth herein, the parties agree as follows:

1. Pursuant to resolution of its Board of Trustees Gabelli hereby appoints and
authorizes the Agent to act on its behalf in accordance with the provisions
hereof, and the Agent hereby accepts such appointment and agrees to so act.

2. (a) Each Subscription Certificate shall evidence the Rights of the Record
Date Shareholder therein named to purchase Common Capital Stock upon the terms
and conditions therein and herein set forth.

(b) Upon the written advice of Gabelli, signed by its Chairman, President,
Secretary or Assistant Secretary, as to the Record Date, the Agent shall, from
a list of Gabelli Shareholders as of the Record Date to be prepared by the
Agent in its capacity as Transfer Agent of Gabelli, prepare and record
Subscription Certificates in the names of the Record Date Shareholders, setting
forth the number of Rights to subscribe to Gabelli Common Capital Stock
calculated on the basis of one Right for each share of Common Capital Stock
recorded on the Gabelli books in the name of each such Record Date Shareholder
as of the Record Date. Each Subscription Certificate shall be dated as of the
Record Date and shall be executed manually or by facsimiles signature of a duly
authorized Officer of Gabelli. Upon the written advice, signed as aforesaid, as
to the effective date of the Registration Statement, the Agent shall as
promptly as practicable countersign and deliver the Subscription Certificates,
together with a copy of the Prospectus, to all Record Date Shareholders. No
Subscription Certificate shall be valid for any purpose unless so executed.
Should any Officer whose signature has been placed upon any Subscription
Certificate cease to hold such office at any time thereafter, such event shall
have no effect on the validity of such Subscription Certificate.

3. (a) Each Subscription Certificate shall be irrevocable and fully
transferable. The Agent shall, in its capacity as Transfer Agent of Gabelli
maintain a register of Subscription Certificates and the holders of record
thereof (each of whom shall be deemed a "Record Date Shareholder" hereunder for
purposes of determining the rights of holders of Subscription Certificates).
Each Subscription Certificate shall, subject to the provisions thereof, entitle
the Record Date Shareholder in whose name it is recorded to the following:

(1) The right (the "Basic Subscription Right") to purchase a number of shares
of Common Capital Stock equal to one share of Common Capital Stock for every
three Subscription Rights; provided, however, that no fractional shares of
Common Capital Stock shall be issued; and

(2) The right (the "Oversubscription Right") to purchase from Gabelli
additional shares of Common Capital Stock, subject to the availability of such
shares and to allotment of such shares as may be available among Record Date
Shareholders who exercise Oversubscription Rights on the basis specified in the
Prospectus; provided, however, that a Record Date Shareholder who has not
exercised his Basic Subscription Rights with respect to the full number of
shares that such Record Date Shareholder is entitled to purchase by virtue of
his Basic Subscription Rights as of the Expiration Date, if any, shall not be
entitled to any Oversubscription Rights.

(b) A Record Date Shareholder may exercise his Basic Subscription Rights and
Oversubscription Rights by delivery to the Agent at its corporate office
specified in the Prospectus of (i) the Subscription Certificate with respect
thereto, duly executed by such Record Date Shareholder in accordance with and
as provided by the terms and conditions of the Subscription Certificate,
together with (ii) the purchase price of $__. __ for each share of Common
Capital Stock subscribed for by exercise of such Rights, in United States
dollars in cash, by check, or bank draft drawn on a bank in the continental
United States or by postal, telegraphic, or express money order, in each case
payable to the order of Gabelli.

(c) Rights may be exercised at any time after the date of issuance of the
Subscription Certificates with respect thereto but no later than 5:00 P.M.
Eastern Daylight Time on such date as Gabelli shall designate to the Agent in
writing (the "Expiration Date"). For the purpose of determining the time of the
exercise of any Rights, delivery of any material to the Agent shall be deemed
to occur when such materials are received at the corporate office of the Agent
specified in the Prospectus.

(d) Not withstanding the provisions of Section 3(b) and 3(c) retarding delivery
of an executed Subscription Certificate to the Agent prior to 5:00 P.M. Eastern
Daylight Time on the Expiration Date, if prior to such time the Agent receives
notice of guaranteed delivery by telegram or otherwise from a bank, trust
company or a New York Stock Exchange member guaranteeing delivery of (i) full
payment for shares purchased and subscribed for by virtue of a Rights Holder's
Rights, and (ii) a properly completed and executed Subscription Certificate,
then such exercise of Basic Subscription Rights and Oversubscription Rights
shall be regarded as timely, subject, however, to receipt of the duly executed
Subscription Certificate and full payment for the Capital Common Stock by the
Agent within five business days after the Expiration Date (as defined in the
Prospectus).

(e) Within ten business days following the Expiration Date (the "Confirmation
Date"), the Agent shall send a confirmation to each Shareholder (or, if shares
of Common Capital Stock on the Record Date are held by Cede & Co. or any other
depository or nominee, to Cede & Co. or such other depository or nominee),
showing (i) the number of shares acquired pursuant to the Basic Subscription
Rights, (ii) the number of shares, if any, acquired pursuant to the
Oversubscription Rights, (iii) the per share and total purchase price for the
shares, (iv) any amount payable to the Shareholder pursuant to Section 9, and
(v) any excess to be refunded by Gabelli to such Shareholder, in each case
based on the Subscription Price. Any excess payment to be refunded by Gabelli
to a Shareholder, shall be mailed by the Agent to the Shareholder within
fifteen business days after the Expiration Date, as provided in Section 6
below.

4. If, after allocation of shares of Common Capital Stock to persons exercising
Basic Subscription Rights, there remain primary or secondary oversubscription
shares, then the Agent shall allot the shares (the "Remaining Shares") to
persons exercising Oversubscription Rights, in the amounts of such
oversubscriptions. If the number of shares for which Oversubscription Rights
have been exercised is greater than the Remaining Shares, the Agent shall allot
the Remaining Shares to the persons exercising Oversubscription Rights pro rata
based solely on the number of Basic Subscription Rights exercised by each of
them. The Agent shall advise Gabelli immediately upon the completion of the
allocation set forth above as to the total number of shares subscribed and
distributable.

5. (a) The Agent, will deliver (i) certificates representing those shares
purchased pursuant to exercise of Basic Subscription Rights as soon as
practicable after the corresponding Rights have been validly exercised and full
payment for such shares has been received and cleared; (ii) certificates
representing those shares purchased pursuant to the exercise of
Oversubscription Rights as soon as practicable after the Expiration Date and
after all allocations have been effected; (iii) in the case of each Rights
Holder whose rights were sold pursuant to Section 9, within fifteen business
days after the Expiration Date, proceeds of such sale (provided, however, that
proceeds of sales on behalf of Record Dale Shareholders whose Subscription
Certificates are undeliverable shall be held by the Agent until they are either
claimed or escheated); (iv) in the case of each Record Date Shareholder who
subscribed, pursuant to the exercise of Oversubscription Rights, for a greater
number of shares than was allotted to such Record Date Shareholder under
Section 4, within fifteen business days after the Expiration Date, a refund
(and interest on such) in the amount of the difference between the purchase
price delivered for the shares subscribed for pursuant to the exercise of such
Oversubscription Rights and the purchase price of the shares so allotted under
Section 4 (an "Excess Payment").

6. (a) All proceeds received by the Agent from Rights holders in respect of the
exercise of rights shall be held by the Agent, on behalf of Gabelli, in a
segregated, interest-bearing escrow account (the "Escrow Account"). Pending
disbursement in the manner described in Section 6(b) below, Funds held in the
Escrow Account shall be invested by the Agent at the direction of Gabelli.

(b) The Agent shall deliver all proceeds received in respect of this exercise
of the Rights (including interest earned thereon) to Gabelli as promptly as
practicable, but in no event later than fifteen business days after the
Confirmation Date. Proceeds held in respect of Excess Payments (including
interest earned thereon) shall be refunded to Record Date Shareholders entitled
to such a refund within fifteen business days after the Expiration Date.

7. The Agent shall promptly advise Gabelli as to the date of delivery of Common
Capital Stock hereunder and shall supply Gabelli with a certified list of
Shareholders as of the Record Date.

8. The Agent shall account promptly to Gabelli with respect to Rights exercised
and concurrently account for all monies received and returned by the Agent with
respect to the purchase of shares of Common Capital Stock upon the exercise of
Rights.

9. The Agent shall use its best efforts to sell on the New York Stock Exchange,
on the terms set forth in the Prospectus, (i) all Rights submitted to it for
sale by Rights Holders in accordance with the Prospectus, provided such Rights
are received by the Agent at least one day prior to the Expiration Date, (ii)
all Rights of Record Date Shareholders whose Subscription Certificates remain
unclaimed as a result of being returned by postal authorities as undeliverable
as of one business day prior to the Expiration Date, and (iii) all rights a
Rights Holder is unable to exercise because such rights represent the right to
subscribe for less than one share. Such sales will be made through a broker or
brokers selected by the Subscription Agent, and the Agent shall deliver the
proceeds of such sales to the Rights Holder net of commissions charged by such
broker or brokers.

10. In the event the Agent does not receive, within five business days after
the Expiration Date, any amount due from a Rights Holder as specified in
Section 3(e), then it shall take such action with respect to such Rights
Holder's Subscription Rights as may be instructed in writing by Gabelli,
including without limitation (i) applying any payment actually received by it
toward the purchase of the greatest whole number of shares of Common Capital
Stock which could be acquired with such payment, (ii) allocating the shares
subject to such Subscription Rights to one or more other Record Date
Shareholders, and (iii) selling all or a portion of the shares of Common
Capital Stock deliverable upon exercise of such Subscription Rights on the open
market, and applying the proceeds thereof to the amount owed.

11. No Subscription Certificate shall entitle a Rights Holder to vote or
receive dividends or be deemed the holder of shares of Common Capital Stock for
any purpose, nor shall anything contained in any Subscription Certificate be
construed to confer upon any Rights Holder any of the rights of a shareholder
of Gabelli or any right to vote, give or withhold consent to any action by
Gabelli (whether upon any recapitalization, issue of stock, reclassification of
stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings of other action affecting shareholders, or receive dividends or
otherwise, until the Rights evidenced thereby shall have been exercised and the
shares of Common Capital Stock purchasable upon the exercise thereof shall have
become deliverable as provided in this Agreement and in the Prospectus.

12. If any Subscription Certificate is lost, stolen, mutilated, or destroyed
the Agent may, on such terms which will indemnify Gabelli as the Agent may in
its discretion impose (which shall, in the case of a Subscription Certificate
include the surrender thereof), issue a new Subscription Certificate of like
denomination in substitution for the Subscription Certificate so lost, stolen
or mutilated or destroyed.

13. (a) Gabelli covenants that all shares of Common Capital Stock issued on
exercise of Rights set forth in the Subscription Certificates will be validly
issued, fully paid, nonassessable and free of preemptive rights.

(b) Gabelli shall furnish to the Agent, upon request, an opinion of counsel
satisfactory to the Agent to the effect that a registration statement under the
Securities Act of 1933, as amended (the "Act"), is then in effect with respect
to its shares of Common Capital Stock issuable upon exercise of the Rights set
forth in the Subscription Certificates. Upon written advice to the Agent that
the Securities and Exchange Commission shall have issued or threatened to have
issued any order preventing or suspending the use of the Prospectus, or if for
any reason it shall be necessary to amend or supplement the Prospectus in order
to comply with the Act, the Agent shall cease acting hereunder until receipt of
written instructions from Gabelli and such assurances as it may reasonably
request that it may comply with such instruction without violations of the Act.

14. (a) Any corporation into which the Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Agent shall be a party, or any
corporation succeeding to the corporate trust business of the Agent, shall be
the successor to the Agent hereunder without the execution or filing of any of
the parties hereto, provided that such corporation would be eligible for
appointment as a successor Agent. In case at the time such successor to the
Agent shall succeed to the agency created by this Agreement, any of the
Subscription Certificates shall have been countersigned but not delivered, any
such successor to the Agent may adopt the countersignature of the original
Agent and deliver such Subscription Certificates so countersigned, and in case
at that time any of the Subscription Certificates shall not have been
countersigned, any successor to the Agent may countersign such Subscription
Certificates either in the name of the predecessor Agent or in the name of the
successor Agent, and in all such cases such Subscription Certificates shall
have the full force provided in the Subscription Certificates and in this
Agreement.

(b) In case at any time the name of the Agent shall be changed and at such time
any of the Subscription Certificates shall have been countersigned but not
delivered, the Agent may adopt the countersignature under its prior name and
deliver Subscription Certificates so countersigned, and in case at that time
any of the Subscription Certificates shall not have been countersigned, the
Agent may countersign such Subscription Certificates either in its prior name
or in its changed name, and in all such cases such Subscription Certificates
shall have the full force provided in the Subscription Certificates and in this
Agreement.

15. Gabelli agrees to pay to the Agent from time to time, on demand of the
Agent, reasonable compensation for all services rendered by it hereunder and
also its reasonable expenses and other disbursements incurred in the
administration and execution of this Agreement and the exercise and performance
of its duties hereunder.

16. The Agent undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions:

(a) Whenever in the performance of its duties under this Agreement the Agent
shall deem it necessary or desirable that any fact or matter be proved or
established, prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof is herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board or President or a Vice
President or the Secretary or Assistant Secretary or the Treasurer of Gabelli
delivered to the Agent, and such certificate shall be full authorization to the
Agent for any action taken or suffered in good faith by it under the provisions
of this Agreement in reliance upon such certificate.

(b) The Agent shall not be responsible for and Gabelli shall indemnify and hold
the Agent harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to all actions of the Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.

(c) The Agent shall be liable hereunder only for its own negligence or willful
misconduct.

(d) Nothing herein shall preclude the Agent from acting in any othercapacity
for Gabelli or for any other legal entity.

(e) The Agent is hereby authorized and directed to accept instructions with
respect to the performance of its duties hereunder from any officer or
assistant officer of Gabelli and to apply to any such officer of Gabelli for
advice or instructions in connection with its duties, and shall be indemnified
and not be liable for any action taken or suffered by it in good faith in
accordance with instructions of any officer or assistant officer.

(f) The Agent shall be indemnified and shall incur no liability for or in
respect of any action taken, suffered, or omitted by it in reliance upon any
Subscription Certificate or certificate for Common Capital Stock, instrument of
assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
that it reasonably believes to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons.

(g) Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement of for any
consequential damages arising out of any act or failure to act hereunder.

17. The Agent, may without the consent or concurrence of the Shareholders in
whose names Subscription Certificates are registered, by supplemental agreement
or otherwise, concur with Gabelli in making any changes or corrections in a
Subscription Certificate that it shall have been advised by counsel (who may be
counsel for Gabelli) is appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or clerical omission or mistake or manifest
error therein or herein contained, and which shall not be inconsistent with the
provisions of the Subscription Certificate except insofar as any such change
may confer additional rights upon the Rights Holders.

18. Assignment

(a) Except as provided in Section c below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without the
written consent of the other party.

(b) This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

(c) [The Agent may, without further consent on the part of Gabelli, subcontract
for the performance hereof with (i) Boston Financial Data Services, Inc., a
Massachusetts corporation ("BFDS") which is duly registered as a transfer agent
pursuant to Section 17(c)(1) of the Securities Exchange Act of 1934 ("Section
A(c)(1)"), or (ii) the current third party vendor utilized by BFDS; provided,
however, that the Agent shall be as fully responsible to Gabelli for the acts
and omissions of any subcontractor as it is for its own acts and omissions.]

19. All the covenants and provisions of this Agreement by or for the benefit of
Gabelli, or the Agent shall bind and insure to the benefit of their respective
successors and assigns hereunder.

20. The validity, interpretation and performance of this Agreement shall be
governed by the law of the Commonwealth of Massachusetts.

Equiserve Trust Company, N.A.                   The Gabelli Utility Trust

By:                                             By:
      -----------------------------                 ---------------------------
      Vice President                                Vice President

Dated:                                          Dated:
      -----------------------------                    ------------------------



9/10/2001

</TEXT>
</DOCUMENT>
