Exhibit 99(h)


            THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

          1,000,000 Shares Series B [ ]% Cumulative Preferred Stock,
                     Liquidation Preference $25 Per Share

         1,000 Shares Series C Auction Rate Cumulative Preferred Stock
                   Liquidation Preference $25,000 Per Share

                            UNDERWRITING AGREEMENT
                            ----------------------

                                                               March [ ], 2003

SALOMON SMITH BARNEY INC.
GABELLI & COMPANY, INC.

c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Ladies and Gentleman:

            The Gabelli Convertible and Income Securities Fund Inc., a
Maryland corporation (the "Fund"), proposes, upon the terms and conditions set
forth herein, to issue and sell an aggregate of 1,000,000 shares (the "Series
B Shares") of its Series B [ ]% Cumulative Preferred Stock, liquidation
preference $25 per share, $0.001 par value per share (the "Series B
Preferred") and an aggregate of 1,000 shares (the "Series C Shares" and
together with the Series B Shares, the "Shares") of its Series C Auction Rate
Cumulative Preferred Stock, liquidation preference $25,000 per share, $0.001
par value per share (the "Series C Auction Rate Preferred"), to the several
Underwriters named in Schedule I hereto (the "Underwriters"). The Shares will
be authorized by, and subject to the terms and conditions of, the Articles
Supplementary of each of the Series B Shares and Series C Shares to be adopted
in connection with the issuance of the Shares (collectively, the "Articles
Supplementary").

            The Fund and its investment adviser, Gabelli Funds, LLC, a New
York limited liability company (the "Adviser"), wish to confirm as follows
their agreement with you in connection with the several purchases of the
Shares by the Underwriters.

            The Fund has entered into an investment advisory agreement with
the Adviser, a custodian agreement with State Street Bank and Trust Company, a
registrar, transfer agency and dividend reinvestment plan with Equiserve Trust
Company, N.A., and an auction agency agreement with The Bank of New York. Such
agreements are hereinafter referred to as the "Investment Advisory Agreement",
the "Custodian Agreement", the "Transfer Agency Agreement" and the "Auction
Agency Agreement", respectively. Collectively, the Investment Advisory
Agreement, the Custodian Agreement, the Transfer Agency Agreement and the
Auction Agency Agreement are hereinafter referred to as the "Fund Agreements".
This Underwriting Agreement is hereinafter referred to as the "Agreement".

            1. Registration Statement and Prospectus. The Fund has prepared in
conformity with the provisions of the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act")
and the rules and regulations of the Securities and Exchange Commission (the
"Commission") promulgated under the 1933 Act (the "1933 Act Rules and
Regulations") and the 1940 Act (the "1940 Act Rules and Regulations" and,
together with the 1933 Act Rules and Regulations, the "Rules and Regulations")
a registration statement on Form N-2 (File Nos. 333-102494 and 811-05715)
under the 1933 Act and the 1940 Act (the "registration statement"), including
a prospectus relating to the Shares, and has filed the registration statement
and prospectus in accordance with the 1933 Act and the 1940 Act. The Fund also
has filed a notification of registration of the Fund as an investment company
under the 1940 Act on Form N-8A (the "1940 Act Notification"). The term
"Registration Statement" as used in this Agreement means the registration
statement (including all financial schedules and exhibits), as amended at the
time it becomes effective under the 1933 Act or, if the registration statement
became effective under the 1933 Act prior to the execution of this Agreement,
as amended or supplemented at the time it became effective, prior to the
execution of this Agreement. If it is contemplated, at the time this Agreement
is executed, that a post-effective amendment to the registration statement
will be filed under the 1933 Act and must be declared effective before the
offering of the Shares may commence, the term "Registration Statement" as used
in this Agreement means the registration statement as amended by said
post-effective amendment. If the Fund has filed an abbreviated registration
statement to register an additional amount of Shares pursuant to Rule 462(b)
under the 1933 Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall include such Rule 462
Registration Statement. The term "Prospectus" as used in this Agreement means
the prospectus and statement of additional information in the forms included
in the Registration Statement or, if the prospectus and statement of
additional information included in the Registration Statement omits
information in reliance on Rule 430A under the 1933 Act Rules and Regulations
and such information is included in a prospectus and statement of additional
information filed with the Commission pursuant to Rule 497(h) under the 1933
Act Rules and Regulations, the term "Prospectus" as used in this Agreement
means the prospectus and statement of additional information in the form
included in the Registration Statement as supplemented by the addition of the
information contained in the prospectus filed with the Commission pursuant to
Rule 497(h). The term "Prepricing Prospectus" as used in this Agreement means
the prospectus and statement of additional information subject to completion
in the form included in the registration statement at the time of filing of
amendment No. [ ] to the registration statement with the Commission on March [
], 2003 and as such prospectus and statement of additional information shall
have been amended from time to time prior to the date of the Prospectus,
together with any other prospectus and statement of additional information
relating to the Fund other than the Prospectus, approved in writing by or
directly or indirectly prepared by the Fund or the Adviser; it being
understood that the definition of Prepricing Prospectus above shall not
include any Prepricing Prospectus prepared by any Underwriter unless approved
in writing by the Fund or Adviser. The terms "Registration Statement",
"Prospectus" and "Prepricing Prospectus" shall also include any financial
statements incorporated by reference therein.

            The Fund has furnished you with copies of such Registration
Statement, each amendment to such Registration Statement filed with the
Commission and each Prepricing Prospectus.

            2. Agreements to Sell and Purchase. The Fund hereby agrees,
subject to all the terms and conditions set forth herein, to issue and sell to
each Underwriter and, upon the basis of the representations, warranties and
agreements of the Fund and the Adviser herein contained and subject to all the
terms and conditions set forth herein, each Underwriter agrees, severally and
not jointly, to purchase from the Fund, at a purchase price of $[ ] per Series
B Share and a purchase price of $[ ] per Series C Share, the number of Shares
set forth opposite the name of such Underwriter in Schedule I hereto.

            3. Terms of Public Offering. The Fund and the Adviser have been
advised by you that the Underwriters propose to make a public offering of
their respective portions of the Shares as soon after the Registration
Statement and this Agreement have become effective as in your judgment is
advisable and initially to offer the Shares upon the terms set forth in the
Prospectus.

            4. Delivery of the Shares and Payment Therefor. Delivery to the
Underwriters of and payment for the Shares shall be made at the office of
Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York 10013, at
10:00 A.M., New York City time, on March [ ], 2003 (the "Closing Date"). The
place of closing for the Shares and the Closing Date may be varied by
agreement between you and the Fund.

            Certificates for the Shares shall be registered in such names and
in such denominations as you shall request prior to 9:30 A.M., New York City
time, on the second business day preceding the Closing Date. Such certificates
shall be made available to you in New York City for inspection and packaging
not later than 9:30 A.M., New York City time, on the business day next
preceding the Closing Date. The certificates evidencing the Shares shall be
delivered to you on the Closing Date against payment of the purchase price
therefor in immediately available funds.

            5. Agreements of the Fund and the Adviser. The Fund and the
Adviser, jointly and severally, agree with the several Underwriters as
follows:

            (a) If, at the time this Agreement is executed and delivered, it
is necessary for the Registration Statement or a post-effective amendment
thereto to be declared effective under the 1933 Act before the offering of the
Shares may commence, the Fund will endeavor to cause the Registration
Statement or such post-effective amendment to become effective under the 1933
Act as soon as possible and will advise you promptly and, if requested by you,
will confirm such advice in writing when the Registration Statement or such
post-effective amendment has become effective.

            (b) The Fund will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request made by the Commission
for amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus (or any amendment or supplement to any of the
foregoing) or for additional information, (ii) of the issuance by the
Commission, the National Association of Securities Dealers, Inc. (the "NASD"),
any state securities commission, any national securities exchange, any
arbitrator, any court or any other governmental, regulatory, self-regulatory
or administrative agency or any official of any order suspending the
effectiveness of the Registration Statement, prohibiting or suspending the use
of the Prospectus, any Prepricing Prospectus or any sales material (as
hereinafter defined), of any notice pursuant to Section 8(e) of the 1940 Act,
of the suspension of qualification of the Shares for offering or sale in any
jurisdiction, or the initiation or contemplated initiation of any proceeding
for any such purposes, (iii) of receipt by the Fund, the Adviser, any
affiliate of the Fund or the Adviser or any representative or attorney of the
Fund or the Adviser of any other material communication from the Commission,
the NASD, any state securities commission, any national securities exchange,
any arbitrator, any court or any other governmental, regulatory,
self-regulatory or administrative agency or any official relating to the Fund
(if such communication relating to the Fund is received by such person within
three years after the date of this Agreement), the Registration Statement, the
1940 Act Notification, the Prospectus, any Prepricing Prospectus, any sales
material (as hereinafter defined) (or any amendment or supplement to any of
the foregoing), this Agreement or any of the Fund Agreements and (iv) within
the period of time referred to in paragraph (f) below, of any material adverse
change in the condition (financial or other), business, prospects, properties,
net assets or results of operations of the Fund or the Adviser or of the
happening of any event which makes any statement of a material fact made in
the Registration Statement, the Prospectus, any Prepricing Prospectus or any
sales material (as hereinafter defined) (or any amendment or supplement to any
of the foregoing) untrue or which requires the making of any additions to or
changes in the Registration Statement, the Prospectus, any Prepricing
Prospectus or any sales materials (as herein defined) (or any amendment or
supplement to any of the foregoing) in order to state a material fact required
by the 1933 Act, the 1940 Act or the Rules and Regulations to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or of the necessity
to amend or supplement the Registration Statement, the Prospectus, any
Prepricing Prospectus or any sales material (as herein defined) (or any
amendment or supplement to any of the foregoing) to comply with the 1933 Act,
the 1940 Act, the Rules and Regulations or any other law or order of any court
or regulatory body. If at any time the Commission, the NASD, any state
securities commission, any national securities exchange, any arbitrator, any
court or any other governmental, regulatory, self-regulatory or administrative
agency or any official shall issue any order suspending the effectiveness of
the Registration Statement, prohibiting or suspending the use of the
Prospectus or any sales material (as hereinafter defined) (or any amendment or
supplement to any of the foregoing) or suspending the qualification of the
Shares for offering or sale in any jurisdiction, the Fund will make every
reasonable effort to obtain the withdrawal of such order at the earliest
possible time.

            (c) The Fund will furnish to you, without charge, three signed
copies of the registration statement and the 1940 Act Notification as
originally filed with the Commission and of each amendment thereto, including
financial statements and all exhibits thereto and will also furnish to you,
without charge, such number of additional copies of the registration statement
and of each amendment thereto, but without exhibits, as you may request.

            (d) The Fund will not (i) file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus, any
Prepricing Prospectus or any sales material (as hereinafter defined) of which
you shall not previously have been advised or to which you shall object after
being so advised or (ii) so long as, in the opinion of counsel for the
Underwriters, a Prospectus is required by the 1933 Act to be delivered in
connection with sales by any Underwriter or dealer, file any information,
documents or reports pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"), without delivering a copy of such information,
documents or reports to you prior to or concurrently with such filing.

            (e) Prior to the execution and delivery of this Agreement, the
Fund has delivered to you, without charge, in such quantities as you have
requested, copies of the form of the Prepricing Prospectus. The Fund consents
to the use, in accordance with the provisions of the 1933 Act and with the
state securities or blue sky laws of the jurisdictions in which the Shares are
offered by the several Underwriters and by dealers, prior to the date of the
Prospectus, of each Prepricing Prospectus so furnished by the Fund.

            (f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a prospectus is required by the 1933 Act to be
delivered in connection with sales by any Underwriter or dealer, the Fund will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendments or supplements thereto)
as you may request. The Fund consents to the use of the Prospectus (and of any
amendment or supplement thereto) in accordance with the provisions of the 1933
Act and with the state securities or blue sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by all dealers to
whom Shares may be sold, both in connection with the offering and sale of the
Shares and for such period of time thereafter as the Prospectus is required by
law to be delivered in connection with sales by any Underwriter or dealer. If
during such period of time any event shall occur that in the judgment of the
Fund or in the opinion of counsel for the Underwriters is required to be set
forth in the Registration Statement or the Prospectus (as then amended or
supplemented) or should be set forth therein in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary to supplement or amend the Registration
Statement or the Prospectus to comply with the 1933 Act, the 1940 Act, the
Rules and Regulations or any other federal law, rule or regulation, or any
state securities or blue sky disclosure laws, rules or regulations, the Fund
will forthwith prepare and, subject to the provisions of paragraph (d) above,
promptly file with the Commission an appropriate supplement or amendment
thereto, and will expeditiously furnish to the Underwriters and dealers,
without charge, a reasonable number of copies thereof. In the event that the
Fund and you agree that the Registration Statement or the Prospectus is to be
amended or supplemented, the Fund, if requested by you, will promptly issue a
press release announcing or disclosing the matters to be covered by the
proposed amendment or supplement.

            (g) The Fund and the Adviser will cooperate with you and with
counsel for the Underwriters in connection with the registration or
qualification, if necessary, of the Shares for offering and sale by the
several Underwriters and by dealers under the securities or blue sky laws of
such jurisdictions as you may designate and will file such consents to service
of process or other documents, if any, necessary or appropriate in order to
effect such registration or qualification.

            (h) The Fund will make generally available to its security holders
an earnings statement, which need not be audited, covering a twelve-month
period ending not later than 15 months after the effective date of the
Registration Statement, as soon as practicable after the end of such period,
which earnings statement shall satisfy the provisions of Section 11(a) of the
1933 Act and Rule 158 of the 1933 Act Rules and Regulations.

            (i) During the period of five years hereafter, the Fund will
furnish to you (i) as soon as available, a copy of each report of the Fund
mailed to stockholders or filed with the Commission or furnished to the New
York Stock Exchange (the "NYSE") other than reports on Form N-SAR, and (ii)
from time to time such other information concerning the Fund as you may
request.

            (j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 11 hereof or by notice given by you terminating
this Agreement pursuant to Section 11 or Section 12 hereof) or if this
Agreement shall be terminated by the Underwriters because of any failure or
refusal on the part of the Fund or the Adviser to comply with the terms or
fulfill any of the conditions of this Agreement required to be complied with
or fulfilled by them, the Fund or, in the case of a failure or refusal by the
Fund, the Adviser, agrees to reimburse you for all out-of-pocket expenses
(including fees and expenses of counsel for the Underwriters) incurred by you
in connection herewith.

            (k) The Fund will apply the net proceeds from the sale of the
Shares in accordance with the description set forth in the Prospectus and in
such a manner as to comply with the investment objectives, policies and
restrictions of the Fund as described in the Prospectus.

            (l) The Fund will timely file the requisite copies of the
Prospectus with the Commission pursuant to Rule 497(c) or Rule 497(h) of the
1933 Act Rules and Regulations, whichever is applicable or, if applicable,
will timely file the certification permitted by Rule 497(j) of the 1933 Act
Rules and Regulations and will advise you of the time and manner of such
filing.

            (m) Except as provided in this Agreement and except to the extent
any hedging activities disclosed in the Prospectus may be considered senior
securities, the Fund will not sell, contract to sell, or otherwise dispose of
any senior securities of the Fund, or grant any options or warrants to
purchase senior securities of the Fund, for a period of 180 days after the
date of the Prospectus, without the prior written consent of Salomon Smith
Barney Inc.

            (n) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, neither the Fund nor the Adviser has taken, nor
will it take, directly or indirectly, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of any securities issued by the Fund to facilitate the sale or
resale of the Shares; it being understood that the Underwriters include
certain affiliates of the Adviser and that stabilization or other activity by
you on behalf of the Underwriters shall not be deemed to be violative of this
representation.

            (o) The Fund will use its best efforts to cause the Series B
Preferred, prior to the Closing Date, to be assigned a rating of Aaa by
Moody's Investors Service, Inc. ("Moody's") and the Series C Auction Rate
Preferred, prior to the Closing Date, to be assigned a rating of Aaa by
Moody's and a rating of AAA by Fitch, Inc. ("Fitch", and together with
Moody's, the "Rating Agencies").

            (p) The Fund will use its best efforts to have the Series B Shares
listed, subject to notice of issuance, on the NYSE on or before [ ], 2003.

            (q) The Fund's registration statement on Form 8-A, under the 1934
Act, has become effective.

            (r) The Fund and the Adviser will use their best efforts to
perform all of the agreements required of them and discharge all conditions to
closing as set forth in this Agreement.

            (s) The Fund will furnish to you, on the date on which delivery is
made to the Rating Agencies, the Accountant's Confirmation (as defined in the
Articles Supplementary) corresponding to the Basic Maintenance Report (as
defined in the Articles Supplementary) for the first Valuation Date (as
defined in the Articles Supplementary) following the Closing Date.

            6. Representations and Warranties of the Fund and the Adviser. The
Fund and the Adviser, jointly and severally, represent and warrant to each
Underwriter that:

            (a) Each Prepricing Prospectus included as part of the
registration statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 497 of the 1933 Act Rules and
Regulations, complied when so filed in all material respects with the
provisions of the 1933 Act, the 1940 Act and the Rules and Regulations. The
Commission has not issued any order preventing or suspending the use of any
Prepricing Prospectus.

            (b) The Registration Statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective and the Prospectus and any amendment
or supplement thereto when filed with the Commission under Rule 497 of the
1933 Act Rules and Regulations and the 1940 Act Notification when originally
filed with the Commission and any amendment or supplement thereto when filed
with the Commission, complied or will comply in all material respects with the
provisions of the 1933 Act, the 1940 Act and the Rules and Regulations and did
not or will not at any such times contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, except that this
representation and warranty does not apply to statements in or omissions from
the Registration Statement or the Prospectus (or any amendment or supplement
thereto) made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Fund in writing by or on behalf of any
Underwriter through you expressly for use therein.

            (c) All the outstanding shares of capital stock of the Fund have
been duly authorized and validly issued, are fully paid and nonassessable and
are free of any preemptive or similar rights; the Shares have been duly
authorized and, when issued and delivered to the Underwriters against payment
therefor in accordance with the terms hereof, will be validly issued, fully
paid and nonassessable and free of any preemptive or similar rights and will
conform to the description thereof in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them). The capital
stock of the Fund conforms to the description thereof in the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them).

            (d) The Fund is a corporation duly organized and validly existing
in good standing under the laws of the State of Maryland, with full corporate
power and authority to own, lease and operate its properties and to conduct
its business as described in the Registration Statement and the Prospectus
(and any amendment or supplement to either of them), and is duly registered
and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its
business requires such registration or qualification, except where the failure
so to register or qualify does not have a material adverse effect on the
condition (financial or other), business, prospects, properties, net assets or
results of operations of the Fund. The Fund has no subsidiaries.

            (e) There are no legal or governmental proceedings pending or
threatened, against the Fund, or to which the Fund or any of its properties is
subject, that are required to be described in the Registration Statement or
the Prospectus (and any amendment or supplement to either of them) but are not
described as required, and there are no agreements, contracts, indentures,
leases or other instruments that are required to be described in the
Registration Statement or the Prospectus (and any amendment or supplement to
either of them) or to be filed as an exhibit to the Registration Statement
that are not described or filed as required by the 1933 Act, the 1940 Act or
the Rules and Regulations.

            (f) The Fund is not in violation of its articles of incorporation
or by-laws, or other organizational documents, or of any law, ordinance,
administrative or governmental rule or regulation applicable to the Fund or of
any decree of the Commission, the NASD, any state securities commission, any
national securities exchange, any arbitrator, any court or governmental
agency, body or official having jurisdiction over the Fund, or in default in
any material respect in the performance of any obligation, agreement or
condition contained in any bond, debenture, note or any other evidence of
indebtedness or in any contract required to be included as an exhibit to the
Registration Statement (each, a "Material Fund Agreement").

            (g) Neither the issuance and sale of the Shares, the execution,
delivery or performance of this Agreement or any of the Fund Agreements by the
Fund, nor the consummation by the Fund of the transactions contemplated hereby
or thereby (A) requires any consent, approval, authorization or other order of
or registration or filing with, the Commission, the NASD, any state securities
commission, any national securities exchange, any arbitrator, any court,
regulatory body, administrative agency or other governmental body, agency or
official (except such as may have been obtained prior to the date hereof and
such as may be required for compliance with the state securities or blue sky
laws of various jurisdictions which have been or will be effected in
accordance with this Agreement) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the articles
of incorporation, including the Articles Supplementary, or by-laws, or other
organizational documents, of the Fund or (B) conflicts or will conflict with
or constitutes or will constitute a breach of, or a default under, any
agreement, indenture, lease or other instrument to which the Fund is a party
or by which it or any of its properties may be bound, or violates or will
violate any statute, law, regulation or filing or judgment, injunction, order
or decree applicable to the Fund or any of its properties, or will result in
the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Fund pursuant to the terms of any agreement or
instrument to which it is a party or by which it may be bound or to which any
of its property or assets is subject. The Fund is not subject to any order of
any court or of any arbitrator, governmental authority or administrative
agency.

            (h) The accountants, PricewaterhouseCoopers LLP, who have audited
and certified or shall audit and certify the financial statements included or
incorporated by reference in the Registration Statement and the Prospectus (or
any amendment or supplement to either of them) are independent public
accountants as required by the 1933 Act, the 1940 Act and the Rules and
Regulations.

            (i) The financial statements, together with related schedules and
notes, included or incorporated by reference in the Registration Statement and
the Prospectus (and any amendment or supplement to either of them), present
fairly the financial position, results of operations and changes in financial
position of the Fund on the basis stated or incorporated by reference in the
Registration Statement and the Prospectus at the respective dates or for the
respective periods to which they apply; such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical information and
data included in the Registration Statement and the Prospectus (and any
amendment or supplement to either of them) are accurately presented and
prepared on a basis consistent with such financial statements and the books
and records of the Fund.

            (j) The execution and delivery of, and the performance by the Fund
of its obligations under, this Agreement and the Fund Agreements have been
duly and validly authorized by the Fund, and this Agreement and the Fund
Agreements have been duly executed and delivered by the Fund and constitute
the valid and legally binding agreements of the Fund, enforceable against the
Fund in accordance with their terms, except as rights to indemnity and
contribution hereunder and thereunder may be limited by federal or state
securities laws.

            (k) Except as disclosed in the Registration Statement and the
Prospectus (and any amendment or supplement to either of them), subsequent to
the respective dates as of which such information is given in the Registration
Statement and the Prospectus (and any amendment or supplement to either of
them), the Fund has not incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Fund, and there has not been any change in
the capital stock, or material increase in the short-term debt or long-term
debt, of the Fund, or any material adverse change, or any development
involving or which may reasonably be expected to involve, a prospective
material adverse change, in the condition (financial or other), business,
prospects, properties, net assets or results of operations of the Fund,
whether or not arising in the ordinary course of business, it being understood
that a change of up to 15% of the aggregate market value of the Fund's assets
shall not cause this representation to be untrue.

            (l) The Fund has not distributed and, prior to the later to occur
of (i) the Closing Date and (ii) completion of the distribution of the Shares,
will not distribute any offering material in connection with the offering and
sale of the Shares other than the Registration Statement, the Prepricing
Prospectus, the Prospectus or other materials, if any, permitted by the 1933
Act, the 1940 Act or the Rules and Regulations.

            (m) The Fund has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment or supplement thereto), subject
to such qualifications as may be set forth in the Prospectus; the Fund has
fulfilled and performed all its material obligations with respect to such
permits and no event has occurred which allows, or after notice or lapse of
time would allow, revocation or termination thereof or results in any other
material impairment of the rights of the Fund under any such permit, subject
in each case to such qualification as may be set forth in the Prospectus (and
any amendment or supplement thereto); and, except as described in the
Prospectus (and any amendment or supplement thereto), none of such permits
contains any restriction that is materially burdensome to the Fund.

            (n) The Fund maintains and will maintain a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorization and with the investment policies and restrictions of the Fund
and with the applicable requirements of the 1940 Act, the 1940 Act Rules and
Regulations and the Internal Revenue Code of 1986, as amended (the "Code");
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles, to
calculate net asset value, and to maintain accountability for assets and to
maintain compliance with the books and records requirements under the 1940 Act
and the 1940 Act Rules and Regulations; (iii) access to assets is permitted
only in accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing assets
at reasonable intervals and appropriate action is taken with respect to any
differences.

            (o) To the Fund's knowledge, except as disclosed in the
Prospectus, neither the Fund nor any employee or agent of the Fund has made
any payment of funds of the Fund or received or retained any funds, which
payment, receipt or retention of funds is of a character required to be
disclosed in the Prospectus.

            (p) The Fund has filed all tax returns required to be filed, which
returns are complete and correct, and the Fund is not in material default in
the payment of any taxes which were payable pursuant to said returns or any
assessments with respect thereto.

            (q) No holder of any security of the Fund has any right to require
registration of any shares of capital stock or any other security of the Fund
because of the filing of the Registration Statement or consummation of the
transactions contemplated by this Agreement.

            (r) The Fund, subject to the Registration Statement having been
declared effective and the filing of the Prospectus under Rule 497 under the
Rules and Regulations, has taken all required action under the 1933 Act, the
1940 Act and the Rules and Regulations to make the public offering and
consummate the sale of the Shares as contemplated by this Agreement.

            (s) The conduct by the Fund of its business (as described in the
Prospectus) does not require it to be the owner, possessor or licensee of any
patents, patent licenses, trademarks, service marks or trade names which it
does not own, possess or license.

            (t) The Fund is duly registered under the 1940 Act as a closed-end
diversified management investment company and the 1940 Act Notification has
been duly filed with the Commission and, at the time of filing thereof and any
amendment or supplement thereto, conformed in all material respects with all
applicable provisions of the 1940 Act and the Rules and Regulations. The Fund
is, and at all times through the completion of the transactions contemplated
hereby, will be, in compliance in all material respects with the terms and
conditions of the 1933 Act and the 1940 Act. No person is serving or acting as
an officer, director or investment adviser of the Fund except in accordance
with the provisions of the 1940 Act and the 1940 Act Rules and Regulations and
the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the
rules and regulations of the Commission promulgated under the Advisers Act
(the "Advisers Act Rules and Regulations").

            (u) Except as stated in this Agreement and in the Prospectus (and
any amendment or supplement thereto), the Fund has not taken, nor will it
take, directly or indirectly, any action designed to or which might reasonably
be expected to cause or result in stabilization or manipulation of the price
of any securities issued by the Fund to facilitate the sale or resale of the
Shares, and the Fund is not aware of any such action taken or to be taken by
any affiliates of the Fund.

            (v) The Fund has filed in a timely manner each document or report
required to be filed by it pursuant to the 1934 Act and the rules and
regulations of Commission promulgated thereunder (the "1934 Act Rules and
Regulations"); each such document or report at the time it was filed conformed
to the requirements of the 1934 Act and the 1934 Act Rules and Regulations;
and none of such documents or reports contained an untrue statement of any
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.

            (w) All advertising, sales literature or other promotional
material (including "prospectus wrappers," "broker kits," "road show slides"
and "road show scripts"), whether in printed or electronic form, authorized in
writing by or prepared by the Fund or the Adviser for use in connection with
the offering and sale of the Shares (collectively, "sales material") complied
and comply in all material respects with the applicable requirements of the
1933 Act, the 1940 Act, the Rules and Regulations and the rules and
interpretations of the NASD and no such sales material contained or contains
an untrue statement of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

            (x) Each of the Fund Agreements and the Fund's and the Adviser's
obligations under this Agreement and each of the Fund Agreements comply in all
material respects with all applicable provisions of the 1940 Act, the 1940 Act
Rules and Regulations, the Advisers Act the Advisers Act Rules and
Regulations.

            (y) At all times since its inception, as required by Subchapter M
of the Code, the Fund has complied with the requirements to qualify as a
regulated investment company under the Code.

            (z) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), no director of
the Fund is an "interested person" (as defined in the 1940 Act) of the Fund or
an "affiliated person" (as defined in the 1940 Act) of any Underwriter.

            7. Representations and Warranties of the Adviser. The Adviser
represents and warrants to each Underwriter as follows:

            (a) The Adviser is a limited liability company duly organized and
validly existing in good standing under the laws of the State of New York,
with full limited liability company power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement to
either of them), and is duly registered and qualified to conduct its business
and is in good standing in each jurisdiction or place where the nature of its
properties or the conduct of its business requires such registration or
qualification, except where the failure so to register or to qualify does not
have a material adverse effect on the condition (financial or other),
business, prospects, properties, net assets or results of operations of the
Adviser and its subsidiaries, taken as a whole, or on the ability of the
Adviser to perform its obligations under this Agreement and the Investment
Advisory Agreement.

            (b) The Adviser is duly registered with the Commission as an
investment adviser under the Advisers Act and is not prohibited by the
Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940
Act Rules and Regulations from acting under the Investment Advisory Agreement
for the Fund as contemplated by the Prospectus (or any amendment or supplement
thereto). There does not exist any proceeding or any facts or circumstances
the existence of which could lead to any proceeding which might adversely
affect the registration of the Adviser with the Commission.

            (c) There are no legal or governmental proceedings pending or, to
the knowledge of the Adviser, threatened against the Adviser, or to which the
Adviser or any of its properties is subject, that are required to be described
in the Registration Statement or the Prospectus (or any amendment or
supplement to either of them) but are not described as required or that may
reasonably be expected to involve a prospective material adverse change, in
the condition (financial or other), business, prospects, properties, net
assets or results of operations of the Adviser and its subsidiaries, taken as
a whole, or on the ability of the Adviser to perform its obligations under
this Agreement and the Investment Advisory Agreement.

            (d) Neither the execution, delivery or performance of this
Agreement or the Investment Advisory Agreement by the Adviser, nor the
consummation by the Adviser of the transactions contemplated hereby or thereby
(A) requires the Adviser to obtain any consent, approval, authorization or
other order of or registration or filing with, the Commission, the NASD, any
state securities commission, any national securities exchange, any arbitrator,
any court, regulatory body, administrative agency or other governmental body,
agency or official or conflicts or will conflict with or constitutes or will
constitute a breach of or a default under the certificate of incorporation or
by-laws, or other organizational documents of the Adviser or (B) conflicts or
will conflict with or constitutes or will constitute a breach of or a default
under, any agreement, indenture, lease or other instrument to which the
Adviser is a party or by which it or any of its properties may be bound, or
violates or will violate any statute, law, regulation or filing or judgment,
injunction, order or decree applicable to the Adviser or any of its properties
or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Adviser pursuant to the terms
of any agreement or instrument to which it is a party or by which it may be
bound or to which any of the property or assets of the Adviser is subject. The
Adviser is not subject to any order of any court or of any arbitrator,
governmental authority or administrative agency except for (a) an Order of the
Securities and Exchange Commission, dated August 17, 1988 and (b) an Order of
the Federal Communications Commission, dated August 21, 1992.

            (e) The execution and delivery of, and the performance by the
Adviser of its obligations under, this Agreement and the Investment Advisory
Agreement have been duly and validly authorized by the Adviser, and this
Agreement and the Investment Advisory Agreement have been duly executed and
delivered by the Adviser and each constitutes the valid and legally binding
agreement of the Adviser, enforceable against the Adviser in accordance with
its terms except as rights to indemnity and contribution hereunder may be
limited by federal or state securities laws.

            (f) The Adviser has the financial resources available to it
necessary for the performance of its services and obligations as contemplated
in the Prospectus (or any amendment or supplement thereto) and under this
Agreement and the Investment Advisory Agreement.

            (g) The description of the Adviser in the Registration Statement
and the Prospectus (and any amendment or supplement thereto) complied and
comply in all material respects with the provisions the 1933 Act, the 1940
Act, the Advisers Act, the Rules and Regulations and the Advisers Act Rules
and Regulations and did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.

            (h) Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement to either of them), subsequent to
the respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement to either of
them), the Adviser has not incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Adviser and its subsidiaries, taken as a
whole, and that is required to be disclosed in the Registration Statement or
in the Prospectus and there has not been any material adverse change, or any
development involving or which may reasonably be expected to involve, a
prospective material adverse change, in the condition (financial or other),
business, prospects, properties, net assets or results of operations of the
Adviser and its subsidiaries, taken as a whole, whether or not arising in the
ordinary course of business, or which, in each case, could have a material
adverse effect on the ability of the Adviser to perform its obligations under
this Agreement and the Investment Advisory Agreement.

            (i) The Adviser has such permits, licenses, franchises and
authorizations of governmental or regulatory authorities ("permits") as are
necessary to own its properties and to conduct its business in the manner
described in the Prospectus (and any amendment or supplement thereto); the
Adviser has fulfilled and performed all its material obligations with respect
to such permits and no event has occurred which allows, or after notice or
lapse of time would allow, revocation or termination thereof or results in any
other material impairment of the rights of the Adviser under any such permit;
and, except as described in the Prospectus (and any amendment or supplement
thereto), none of such permits contains any restriction that is materially
burdensome to the Adviser.

            (j) Except as stated in this Agreement and in the Prospectus (and
in any amendment or supplement thereto), the Adviser has not taken, nor will
it take, directly or indirectly, any action designed to or which might
reasonably be expected to cause or result in, stabilization or manipulation of
the price of any securities issued by the Fund to facilitate the sale or
resale of the Shares, and the Adviser is not aware of any such action taken or
to be taken by any affiliates of the Adviser; it being understood that the
Underwriters include certain affiliates of the Adviser and that stabilization
or other activity by you shall not be deemed to be violative of this
representation.

            (k) Mario J. Gabelli is the validly appointed Chief Investment
Officer of the Adviser and the portfolio manager of the Fund; Mr. Gabelli has
not given notice nor made known an intention to give notice of termination of
his employment and the Adviser knows of no reason why Mr. Gabelli should be
unable to serve as portfolio manager to the Fund.

            (l) In the event that the Fund or the Adviser makes available any
promotional materials intended for use only by qualified broker-dealers and
registered representatives thereof by means of a proprietary Internet web site
administered by such party or similar electronic means, the Fund or the
Adviser will install and maintain pre-qualification and password- protection
or similar procedures which are reasonably designed to restrict access to such
promotional materials by persons other than qualified broker-dealers and
representatives thereof.

            8. Indemnification and Contribution.

            (a) The Fund and the Adviser, jointly and severally, agree to
indemnify and hold harmless each of you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs
of investigation), joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus, any Prepricing Prospectus, any sales
material (or any amendment or supplement to any of the foregoing), or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission which has been
made therein or omitted therefrom in reliance upon and in conformity with the
information relating to such Underwriter furnished in writing to the Fund by
or on behalf of any Underwriter through you expressly for use in connection
therewith; provided, however, that the indemnification contained in this
paragraph (a) with respect to any Prepricing Prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) on account of any such loss, claim, damage, liability or expense
arising from the sale of the Shares by such Underwriter to any person if a
copy of the Prospectus shall not have been delivered or sent to such person
within the time required by the 1933 Act and the 1933 Act Rules and
Regulations, and the untrue statement or alleged untrue statement or omission
or alleged omission of a material fact contained in such Prepricing Prospectus
was corrected in the Prospectus, provided that the Fund has delivered the
Prospectus to the several Underwriters in requisite quantity on a timely basis
to permit such delivery or sending. The foregoing indemnity agreement shall be
in addition to any liability that the Fund or the Adviser may otherwise have.

            (b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Fund or the Adviser, such Underwriter or
such controlling person shall promptly notify the Fund or the Adviser, and the
Fund or the Adviser shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter
or such controlling person unless (i) the Fund or the Adviser has agreed in
writing to pay such fees and expenses, (ii) the Fund and the Adviser have
failed to assume the defense and employ counsel, or (iii) the named parties to
any such action, suit or proceeding (including any impleaded parties) include
both such Underwriter or such controlling person and the Fund or the Adviser
and such Underwriter or such controlling person shall have been advised by its
counsel that representation of such indemnified party and the Fund or the
Adviser by the same counsel would be inappropriate under applicable standards
of professional conduct (whether or not such representation by the same
counsel has been proposed) due to actual or potential differing interests
between them (in which case the Fund and the Adviser shall not have the right
to assume the defense of such action, suit or proceeding on behalf of such
Underwriter or such controlling person). It is understood, however, that the
Fund and the Adviser shall, in connection with any one such action, suit or
proceeding or separate but substantially similar or related actions, suits or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses
of only one separate firm of attorneys (in addition to any local counsel) at
any time for all such Underwriters and controlling persons not having actual
or potential differing interests with you or among themselves, which firm
shall be designated in writing by Salomon Smith Barney Inc., and that all such
fees and expenses shall be reimbursed as they are incurred. The Fund and the
Adviser shall not be liable for any settlement of any such action, suit or
proceeding effected without its written consent, but if settled with such
written consent, or if there be a final judgment for the plaintiff in any such
action, suit or proceeding, the Fund and the Adviser agree to indemnify and
hold harmless any Underwriter, to the extent provided in the preceding
paragraph, and any such controlling person from and against any loss, claim,
damage, liability or expense by reason of such settlement or judgment.

            (c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Fund and the Adviser, their directors, any
officers who sign the Registration Statement, and any person who controls the
Fund or the Adviser within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from
the Fund and the Adviser to each Underwriter, but only with respect to
information relating to such Underwriter furnished in writing by or on behalf
of such Underwriter through you expressly for use in the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment or
supplement thereto. If any action, suit or proceeding shall be brought against
the Fund or the Adviser, any of their directors, any such officer, or any such
controlling person based on the Registration Statement, the Prospectus or any
Prepricing Prospectus, or any amendment or supplement thereto, and in respect
of which indemnity may be sought against any Underwriter pursuant to this
paragraph (c), such Underwriter shall have the rights and duties given to the
Fund and the Adviser by paragraph (b) above (except that if the Fund or the
Adviser shall have assumed the defense thereof such Underwriter shall not be
required to do so, but may employ separate counsel therein and participate in
the defense thereof, but the fees and expenses of such counsel shall be at
such Underwriter's expense), and the Fund and the Adviser, their directors,
any such officer, and any such controlling person shall have the rights and
duties given to the Underwriters by paragraph (b) above. The foregoing
indemnity agreement shall be in addition to any liability that the
Underwriters may otherwise have.

            (d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or expenses (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Fund and the Adviser on the one hand (treated jointly for this purpose
as one person) and the Underwriters on the other hand from the offering of the
Shares, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Fund and the Adviser on the one hand (treated jointly
for this purpose as one person) and the Underwriters on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Fund and the
Adviser on the one hand (treated jointly for this purpose as one person) and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received
by the Fund bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover page
of the Prospectus. The relative fault of the Fund and the Adviser on the one
hand (treated jointly for this purpose as one person) and the Underwriters on
the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Fund and the Adviser on the one hand (treated jointly for this
purpose as one person) or by the Underwriters on the other hand and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

            (e) The Fund, the Adviser and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 8 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities and expenses referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price of the Shares underwritten by it and distributed to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to
this Section 8 are several in proportion to the respective numbers of Shares
set forth opposite their names in Schedule I hereto and not joint.

            (f) No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

            (g) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Fund and the Adviser set forth in this
Agreement shall remain operative and in full force and effect, regardless of
(i) any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Fund, the Adviser, their directors or
officers, or any person controlling the Fund or the Adviser, (ii) acceptance
of any Shares and payment therefor hereunder, and (iii) any termination of
this Agreement. A successor to any Underwriter or any person controlling any
Underwriter, or to the Fund, the Adviser, their directors or officers, or any
person controlling the Fund or the Adviser, shall be entitled to the benefits
of the indemnity, contribution, and reimbursement agreements contained in this
Section 8.

            9. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Shares hereunder are subject
to the following conditions:

            (a) If, at the time this Agreement is executed and delivered, it
is necessary for the Registration Statement or a post-effective amendment
thereto to be declared effective before the offering of the Shares may
commence, the Registration Statement or such post-effective amendment shall
have become effective not later than 5:30 P.M., New York City time, on the
date hereof, or at such later date and time as shall be consented to in
writing by you, and all filings, if any, required by Rules 497 and 430A under
the 1933 Act and the 1933 Act Rules and Regulations shall have been timely
made; no stop order suspending the effectiveness of the Registration Statement
or order pursuant to Section 8(e) of the 1940 Act shall have been issued and
no proceeding for those purposes shall have been instituted or, to the
knowledge of the Fund, the Adviser or any Underwriter, threatened by the
Commission, and any request of the Commission for additional information (to
be included in the Registration Statement or the prospectus or otherwise)
shall have been complied with to your satisfaction.

            (b) Subsequent to the effective date of this Agreement, there
shall not have occurred (i) any change (other than a change of up to 15% of
the aggregate market value of the Fund's assets) or any development involving
a prospective change, in or affecting the condition (financial or other),
business, prospects, properties, net assets, or results of operations of the
Fund or the Adviser and its subsidiaries, taken as a whole, not contemplated
by the Prospectus, which in your opinion would materially, adversely affect
the market for the Shares, or (ii) any event or development relating to or
involving the Fund or the Adviser or any officer or director of the Fund or
the Adviser which makes any statement made in the Prospectus untrue or which,
in the opinion of the Fund and its counsel or the Underwriters and their
counsel, requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the 1933 Act, the 1940 Act or the
Rules and Regulations or any other law to be stated therein or necessary in
order to make the statements therein not misleading, if amending or
supplementing the Prospectus to reflect such event or development would, in
your opinion materially adversely affect the market for the Shares.

            (c) The Fund shall have furnished to you a report showing
compliance with the asset coverage requirements of the 1940 Act and a Basic
Maintenance Report (as defined in the Articles Supplementary), each dated the
Closing Date and in form and substance satisfactory to you. Each such report
may use portfolio holdings and valuations as of the close of business of any
day not more than the six business days preceding the Closing Date; provided,
however, that the Fund represents in such report that its total net assets as
of the Closing Date have not declined by 5% or more from such valuation date.

            (d) You shall have received on the Closing Date, opinions of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Fund, dated the
Closing Date and addressed to you, to the effect that:

                  (i) The Fund is duly registered and qualified to conduct its
     business and is in good standing in the State of New York (which is the
     only jurisdiction identified by management of the Fund to such counsel in
     which the Fund owns property, has operations or conducts business);

                  (ii) The authorized and outstanding capital stock of the
     Fund is as set forth under the caption "Capitalization" in the
     Prospectus; and the authorized capital stock of the Fund (including the
     Series B Preferred and the Series C Auction Rate Preferred) conforms in
     all material respects as to legal matters to the description thereof
     contained in the Prospectus under the captions "Description of Capital
     Stock and Other Securities", "Description of Series B Preferred and
     Series C Auction Rate Preferred" and "The Auction of Series C Auction
     Rate Preferred";

                  (iii) Such counsel has been orally advised that the
     Registration Statement has become effective under the 1933 Act and, to
     the best knowledge of such counsel after reasonable inquiry, no stop
     order suspending the effectiveness of the Registration Statement or order
     pursuant to Section 8(e) of the 1940 Act has been issued and no
     proceedings for that purpose are pending before or contemplated by the
     Commission; and any required filing of the Prospectus pursuant to Rule
     497 has been made in accordance with Rule 497;

                  (iv) Each of this Agreement and the Fund Agreements has been
     duly executed and delivered by the Fund and is a valid, legal and binding
     agreement of the Fund, enforceable against the Fund in accordance with
     its terms, except to the extent that (A) enforcement hereof and thereof
     may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, or (ii) general principles of equity (regardless of
     whether enforceability is considered in a proceeding at law or in equity)
     and (B) enforcement of rights to indemnity and contribution hereunder and
     thereunder may be limited by Federal or state securities laws or
     principles of public policy;

                  (v) Neither the offer, sale or delivery of the Shares, the
     execution, delivery or performance of this Agreement and the Fund
     Agreements by the Fund, compliance by the Fund with the provisions hereof
     or thereof nor consummation by the Fund of the transactions contemplated
     hereby or thereby conflicts or will conflict with or constitutes or will
     constitute a breach of, or a default under any Material Fund Agreement,
     or will result in the creation or imposition of any lien, charge or
     encumbrance upon any property or assets of the Fund under any Material
     Fund Agreement, nor will any such action result in any violation of (a)
     any provision of the New York Business Corporation Law and those laws,
     rules and regulations of the State of New York and the United States of
     America that, in the experience of such counsel, are normally applicable
     to entities such as the Fund and transactions of the type contemplated by
     this Agreement, but without having made any special investigation
     concerning any other laws, rules or regulations (collectively,
     "Applicable Fund Laws"); provided, that the term "Applicable Fund Laws"
     does not include (1) the rules and regulations of the NASD, (2) any
     federal or state securities or blue sky laws, (3) any antifraud laws or
     (4) any law, rule or regulation that may have become applicable to the
     Fund as a result of the Underwriters' involvement with the transactions
     contemplated hereby or because of any facts specifically pertaining to
     the Underwriters, or (b) any judgment, order or decree of any New York or
     federal executive, legislative, judicial, administrative or regulatory
     body under Applicable Fund Laws and the NYSE (each, a "Governmental Fund
     Authority") identified in an officer's certificate;

                  (vi) No consent, approval, license, authorization, order or
     validation of, or filing, recording or registration with, any
     Governmental Fund Authority pursuant to Applicable Fund Laws (each, a
     "Governmental Fund Approval") is required for the valid issuance and sale
     of the Shares to the Underwriters or the execution, delivery and
     performance by the Fund of this Agreement and the Fund Agreements or the
     consummation of the transactions contemplated hereby and thereby except
     such Governmental Fund Approvals as have been obtained;

                  (vii) The 1940 Act Notification, the Registration Statement,
     the Prospectus and the Fund's Registration Statement on Form 8-A under
     the 1934 Act and any supplements or amendments thereto (except for the
     financial statements and the notes thereto and the schedules and other
     financial and statistical data included therein, as to which such counsel
     need not express any opinion) comply as to form in all material respects
     with the requirements of the 1933 Act, the 1940 Act, the Rules and
     Regulations, the 1934 Act and the rules and regulations promulgated
     thereunder;

                  (viii) To the actual knowledge of such counsel after
     reasonable inquiry, other than as described or contemplated in the
     Registration Statement or Prospectus (or any supplement thereto), there
     are (A) no legal or governmental proceedings in the State of New York or,
     to the actual knowledge of such counsel, any other state, pending or
     threatened against the Fund, or to which the Fund or any of its
     properties is subject, which are required to be described in the
     Registration Statement or Prospectus (or any amendment or supplement to
     either of them) that are not described as required and (B) no agreements,
     contracts, indentures, leases or other instruments that are required to
     be described in the Registration Statement or the Prospectus (or any
     amendment or supplement to either of them) or to be filed as an exhibit
     to the Registration Statement, that are not described or filed as
     required, as the case may be;

                  (ix) The statements in the Registration Statement,
     Prospectus and statement of additional information under the caption
     "Taxation", insofar as they refer to statements of law or legal
     conclusions, are accurate and present fairly the information required to
     be shown;

                  (x) Each of the Fund Agreements and the Fund's and the
     Adviser's obligations under each of this Agreement and the Fund
     Agreements comply as to form in all material respects with all applicable
     provisions of the 1933 Act, the 1940 Act, the Advisers Act, the Rules and
     Regulations and the Advisers Act Rules and Regulations;

                  (xi) The Fund is duly registered with the Commission under
     the 1940 Act as a closed-end diversified management investment company;
     and the provisions of the Fund's articles of incorporation, including the
     Articles Supplementary, and by-laws, and the investment policies and
     restrictions described in the Registration Statement and the Prospectus
     under the captions "The Fund", "Investment Objective and Policies", "Risk
     Factors and Special Considerations" and "Investment Restrictions" (in the
     statement of additional information) comply in all material respects with
     the requirements of the 1940 Act, and all action has been taken by the
     Fund as is required of the Fund by the 1933 Act and the 1940 Act and the
     Rules and Regulations in connection with the issuance and sale of the
     Shares to make the public offering and consummate the sale of the Shares
     as contemplated by this Agreement;

                  (xii) The Fund has all necessary governmental
     authorizations, approvals, orders, licenses, certificates, franchises and
     permits of and from all governmental regulatory officials and bodies
     required under Applicable Fund Law (except where the failure so to have
     any such authorizations, approvals, orders, licenses, certificates,
     franchises or permits, individually or in the aggregate, would not have a
     material adverse effect on the business, properties, operations or
     financial condition of the Fund), to own its properties and to conduct
     business, as described in the Prospectus;

                  (xiii) To the actual knowledge of such counsel after
     reasonable inquiry, except as described in the Prospectus, there is no
     holder of any security of the Fund or any other person who has the right,
     contractual or otherwise pursuant to any Material Fund Agreement, to
     cause the Fund to sell or otherwise issue to them, or to permit them to
     underwrite the sale of, the Shares or the right to have any securities of
     the Fund included in the registration statement or the right, as a result
     of the filing of the registration statement, to require registration
     under the 1933 Act of any securities of the Fund;

                  (xiv) If the Fund operates as described in the Prospectus,
     the Fund will qualify as a regulated investment company under the Code;
     and

                  (xv) Such counsel shall also state that they have
     participated in conferences with officers and employees of the Fund,
     representatives of the independent accountants for the Fund, Maryland
     counsel to the Fund, the Underwriters and counsel for the Underwriters at
     which the contents of the Registration Statement and the Prospectus and
     related matters were discussed and, although they are not passing upon,
     and do not assume any responsibility for, the accuracy, completeness or
     fairness of the statements contained in the Registration Statement or the
     Prospectus except to the limited extent otherwise covered by paragraphs
     (ii), (ix), (x) and (xii), and have made no independent check or
     verification thereof, on the basis of the foregoing, no facts have come
     to their attention that would have led them to believe that the
     Registration Statement or any amendment or supplement thereto, at the
     time it became effective, contained an untrue statement of a material
     fact or omitted to state any material fact required to be stated therein
     or necessary to make the statements contained therein not misleading or
     that the Prospectus or any amendment or supplement thereto, as of its
     issue date and as of the Closing Date, contained or contains an untrue
     statement of a material fact or omitted or omits to state a material fact
     required to be stated therein or necessary to make the statements
     contained therein, in light of the circumstances under which they were
     made, not misleading, except that they express no belief with respect to
     the financial statements, schedules and other financial information and
     statistical data included therein or excluded therefrom or the exhibits
     to the Registration Statement.

            (e) You shall have received on the Closing Date, an opinion of
Miles & Stockbridge P.C., Maryland counsel for the Fund, dated the Closing
Date and addressed to you, to the effect that:

                  (i) The Fund is a corporation duly incorporated, validly
     existing and in good standing under the laws of the State of Maryland
     with full corporate power to own, lease and operate its properties and to
     conduct its business as described in the Registration Statement and the
     Prospectus (and any amendment or supplement to either of them);

                  (ii) The authorized capital stock of the Fund is as set
     forth under the caption "Capitalization" in the Prospectus; and the
     authorized capital stock of the Fund conforms in all material respects as
     to legal matters to the description thereof contained in the Prospectus
     under the caption "Description of Capital Stock and Other Securities";

                  (iii) The Shares have been duly authorized and, when issued
     and delivered to the Underwriters against payment therefor in accordance
     with the terms hereof, will be validly issued, fully paid and
     nonassessable. The issuance of the Shares will not be subject to
     preemptive or other similar rights entitling any person to purchase or
     acquire any of the Shares upon the issuance thereof by the Fund which
     arise by operation of the laws of the State of Maryland or under the
     articles of incorporation or by-laws of the Fund;

                  (iv) The Shares conform in all material respects to the
     description thereof contained in the Prospectus under the caption
     "Description of Series B Preferred and Series C Auction Rate Preferred"
     and "The Auction of Series C Auction Rate Preferred";

                  (v) The form of certificates for the Shares conforms to the
     requirements of the Maryland General Corporation Law;

                  (vi) The Fund has the requisite corporate power and
     authority to enter into and execute and deliver this Agreement and the
     Auction Agency Agreement and to issue, sell and deliver the Shares to the
     Underwriters as provided for herein;

                  (vii) Each of this Agreement and the Auction Agency
     Agreement has been duly authorized by the Fund. Neither the offer, sale
     or delivery of the Shares, the execution, delivery or performance of this
     Agreement and the Auction Agency Agreement by the Fund, compliance by the
     Fund with the provisions hereof or thereof nor consummation by the Fund
     of the transactions contemplated hereby conflicts or will conflict with
     or constitutes or will constitute a breach of, or a default under, the
     articles of incorporation, including the Articles Supplementary, or
     by-laws of the Fund;

                  (viii) The Fund has full corporate power and to the
     knowledge of such counsel, all governmental authorizations, approvals,
     orders, licenses, certificates, franchises and permits necessary or
     required under the laws of the State of Maryland for the Fund to own its
     properties and to conduct its business as it now is being conducted as
     described in the Prospectus (except in cases where the failure so to have
     any such authorizations, approvals, orders, licenses, certificates,
     franchises or permits, individually or in the aggregate, would not have a
     material adverse effect on the business, properties, operations or
     financial conditions of the Fund); and

                  (ix) No consent, approval, authorization or other order of,
     or registration or filing with, any securities commission, court,
     regulatory body, administrative agency or other governmental body,
     agency, or official of the State of Maryland is required on the part of
     the Fund for the valid issuance and sale of the Shares to the
     Underwriters as contemplated by this Agreement, the execution and
     delivery by the Fund of this Agreement and the performance by the Fund of
     its obligations hereunder or the consummation of the transactions
     contemplated hereby by the Fund, except those as may be required under
     the securities or blue sky laws of the State of Maryland; it being
     understood that such counsel do not express any opinion as to any such
     consent, approval, authorization or other order of, or registration or
     filing, which may be required as a result of the involvement of any other
     parties to this Agreement.

            (f) You shall have received on the Closing Date an opinion of
James E. McKee, general counsel for the Adviser, dated the Closing Date and
addressed to you, to the effect that:

                  (i) The Fund is not in violation of its articles of
     incorporation, including the Articles Supplementary, or by-laws and, to
     the actual knowledge of such counsel after reasonable inquiry, is not in
     default in the performance of any material obligation, agreement or
     condition in any bond, debenture, note or other evidence of indebtedness,
     except as may be disclosed in the Prospectus;

                  (ii) The Fund is not in violation of any Material Fund
     Agreement; and

                  (iii) To the actual knowledge of such counsel after
     reasonable inquiry, the Fund is not in violation of (A) any provision of
     the New York Business Corporation Law and those laws, rules and
     regulations of the State of New York and the United States of America
     that, in the experience of such counsel, are normally applicable to
     entities such as the Fund and transactions of the type contemplated by
     this Agreement, but without having made any special investigation
     concerning any other laws, rules or regulations; provided, that such
     laws, rules and regulations do not include (1) the rules and regulations
     of the NASD, (2) any federal or state securities or blue sky laws other
     than the 1933 Act, the 1934 Act and the 1940 Act and the rules and
     regulations thereunder to the extent not excluded by item (3) below, (3)
     any antifraud laws under the 1933 Act or the 1934 Act as they apply to
     the Prospectus and the Registration Statement or (4) any law, rule or
     regulation that may have become applicable to the Fund as a result of the
     Underwriters' involvement with the transactions contemplated by this
     Agreement or because of any facts specifically pertaining to the
     Underwriters or (B) any order, judgment or decree of any New York or
     federal executive, legislative, judicial, administrative or regulatory
     body under the laws, rules and regulations referred to in clause (A) of
     this paragraph and the NYSE.

            (g) You shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Adviser,
dated the Closing Date and addressed to you, to the effect that:

                  (i) The Adviser is a limited liability company duly
     organized and validly existing in good standing under the laws of the
     State of New York with full limited liability company power and authority
     to own, lease and operate its properties and to conduct its business as
     described in the Registration Statement and the Prospectus (and any
     amendment or supplement to either of them), it being understood that the
     opinion with respect to good standing is based solely upon such counsel's
     review of a certificate of the Secretary of State and a telephonic
     confirmation;

                  (ii) The Adviser is duly registered with the Commission as
     an investment adviser under the Advisers Act and is not prohibited by the
     Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the
     1940 Act Rules and Regulations from acting under the Investment Advisory
     Agreement for the Fund as contemplated by the Prospectus (or any
     amendment or supplement thereto).

                  (iii) The Adviser has limited liability company power and
     authority to enter into this Agreement and the Investment Advisory
     Agreement, and this Agreement and the Investment Advisory Agreement have
     been duly authorized, executed and delivered by the Adviser and each is a
     valid, legal and binding agreement of the Adviser, enforceable against
     the Adviser in accordance with its terms except to the extent that (A)
     enforcement hereof and thereof may be limited by (i) bankruptcy,
     insolvency, reorganization, moratorium or other similar laws now or
     hereafter in effect relating to creditors' rights generally, or (ii)
     general principles of equity (regardless of whether enforceability is
     considered in a proceeding at law or in equity) and (B) enforcement of
     rights to indemnity and contribution hereunder and thereunder may be
     limited by Federal or state securities laws or principles of public
     policy;

                  (iv) Neither the execution, delivery or performance of this
     Agreement or the Investment Advisory Agreement by the Adviser, compliance
     by the Adviser with the provisions hereof or thereof nor consummation by
     the Adviser of the transactions contemplated hereby or thereby conflicts
     or will conflict with, or constitutes or will constitute a breach of or
     default under, the certificate of incorporation or by-laws, or other
     organizational documents, of the Adviser or any contract or agreement to
     which the Adviser is a party which has been identified to such counsel by
     the Adviser as material or as one which could have an effect on the types
     of transactions contemplated by this Agreement (each, an "Material
     Adviser Agreement"), or will result in the creation or imposition of any
     lien, charge or encumbrance upon any property or assets of the Adviser
     under any Material Adviser Agreement, nor will any such action result in
     any violation of any provision of the New York Business Corporation Law
     and those laws, rules and regulations of the State of New York and the
     United States of America that, in the experience of such counsel, are
     normally applicable to entities such as the Adviser and transactions of
     the type contemplated by this Agreement, but without having made any
     special investigation concerning any other laws, rules or regulations
     (collectively, "Applicable Adviser Laws"); provided, that the term
     "Applicable Adviser Laws" does not include (1) the rules and regulations
     of the NASD, (2) any federal or state securities or blue sky laws, (3)
     any antifraud laws or (4) any law, rule or regulation that may have
     become applicable to the Adviser as a result of the Underwriters'
     involvement with the transactions contemplated hereby or because of any
     facts specifically pertaining to the Underwriters;

                  (v) No consent, approval, license, authorization or
     validation of, or filing, recording or registration with, any New York or
     federal executive, legislative, judicial, administrative or regulatory
     body under Applicable Adviser Laws (each, a "Governmental Adviser
     Approval") is required on the part of the Adviser for the execution,
     delivery and performance by it of this Agreement and the Investment
     Advisory Agreement to which it is a party or the consummation by it of
     the transactions contemplated hereby and thereby except such Governmental
     Adviser Approvals as have been obtained;

                  (vi) To the actual knowledge of such counsel after
     reasonable inquiry, there are no legal or governmental proceedings
     pending or threatened against the Adviser or to which the Adviser or any
     of its properties is subject, which are required to be described in the
     Registration Statement or the Prospectus (or any amendment or supplement
     to either of them) but are not described as required or which could
     reasonably be expected to adversely affect the ability of the Adviser to
     perform its obligations under this Agreement or the Investment Advisory
     Agreement;

                  (vii) The obligations of the Adviser under this Agreement
     and the Investment Advisory Agreement comply in all material respects
     with all applicable provisions of the 1940 Act, the 1940 Act Rules and
     Regulations, the Advisers Act and the Advisers Act Rules and Regulations;

                  (viii) The Adviser has full limited liability company power
     and authority, and all necessary governmental authorizations, approvals,
     orders, licenses, certificates, franchises and permits of and from all
     governmental regulatory officials and bodies required under Applicable
     Adviser Law (except where the failure so to have any such authorizations,
     approvals, orders, licenses, certificates, franchises or permits,
     individually or in the aggregate, would not have a material adverse
     effect on the business, properties, operations or financial condition of
     the Adviser and its subsidiaries), to own its properties and to conduct
     its business, including specifically its business of acting as investment
     adviser to registered investment companies and as otherwise described in
     the Prospectus, and to perform its obligations under the Investment
     Advisory Agreement;

                  (ix) Such counsel shall also state that such counsel has
     been advised by the Adviser that it is not registered or qualified to
     conduct its business as a foreign corporation in any jurisdiction and
     that it believes there is no such jurisdiction where the nature of its
     properties or the conduct of its business requires such registration or
     qualification and where the failure to register or qualify would have a
     material adverse effect on the operations of the Adviser or on the
     ability of the Adviser to perform its obligations under this Agreement or
     the Investment Advisory Agreement; and

                  (x) Such counsel shall also state that they have
     participated in conferences with officers and employees of the Adviser
     and the Fund, representatives of the independent accountants for the
     Adviser and the Fund and the Underwriters and counsel for the
     Underwriters at which the contents of the Registration Statement and the
     Prospectus and related matters were discussed and, although they are not
     passing upon, and do not assume any responsibility for, the accuracy,
     completeness or fairness of the statements contained in the Registration
     Statement or the Prospectus and have made no independent check or
     verification thereof, on the basis of the foregoing, no facts have come
     to their attention that would have led them to believe that the
     Registration Statement or any amendment or supplement thereto, at the
     time it became effective, contained an untrue statement of a material
     fact or omitted to state any material fact required to be stated therein
     or necessary to make the statements contained therein not misleading or
     that the Prospectus or any amendment or supplement thereto, as of its
     issue date and as of the Closing Date, contained or contains an untrue
     statement of a material fact or omitted or omits to state a material fact
     required to be stated therein or necessary to make the statements
     contained therein, in light of the circumstances under which they were
     made, not misleading, except that they express no belief with respect to
     the financial statements, schedules and other financial information and
     statistical data included therein or excluded therefrom or the exhibits
     to the Registration Statement.

            (h) You shall have received on the Closing Date an opinion of
Simpson Thacher & Bartlett, counsel for the Underwriters, dated the Closing
Date and addressed to you, with respect to such matters as you may reasonably
request.

            (i) You shall have received at the time of the execution of this
Agreement, a letter dated such date from PricewaterhouseCoopers LLP, in form
and substance satisfactory to you, containing statements and information to
the effect that:

                  (i) They are independent certified public accountants with
     respect to the Fund within the meaning of the 1933 Act and 1940 Act, and
     the applicable rules and regulations thereunder adopted by the
     Commission;

                  (ii) In their opinion, the financial statements of the Fund
     audited by them and included in the Registration Statement comply as to
     form in all material respects with the applicable accounting requirements
     of the 1933 Act and 1940 Act and the related rules and regulations
     adopted by the Commission;

                  (iii) They will perform the procedures (but not an audit in
     accordance with generally accepted auditing standards) consisting of:

                         (A) Reading the minutes of meetings of the Board of
          Directors of the Fund as set forth in the minute books through a
          specified date not more than three business days prior to the date
          of delivery of such letter;

                         (B) Making inquiries of certain officials of the Fund
          who have responsibility for financial and accounting matters
          regarding changes in the capital stock, net assets or long-term
          liabilities of the Fund as compared with the amounts shown in the
          latest balance sheet included in the Registration Statement or for
          the period from the date of the latest income statement included in
          the Registration Statement to a specified date not more than three
          business days prior to the delivery of such letter.

                  (iv) The letter shall also state that the information set
     forth under the captions "Financial Highlights", "Capitalization",
     "Ratings and Asset Coverage" and "Asset Maintenance Requirements" which
     is expressed in dollars (or percentages derived from such dollar amounts)
     and has been obtained from accounting records which are subject to
     controls over financial reporting or which has been derived directly from
     such accounting records by analysis or computation, is in agreement with
     such records or computations made therefrom, and such other procedures as
     the Underwriters may request and PricewaterhouseCoopers LLP are willing
     to perform and report upon.

            (j) On the Closing Date, you shall have received from
PricewaterhouseCoopers LLP a letter, dated as of the Closing Date, to the
effect that they reaffirm the statements made in the letter furnished pursuant
to subsection (i) of this Section 9, except that the specified date referred
to shall be a date not more than three business days prior to Closing Date.

            (k) (i) No order suspending the effectiveness of the Registration
Statement or prohibiting or suspending the use of the Prospectus (or any
amendment or supplement thereto) or any Prepricing Prospectus or any sales
material shall have been issued and no proceedings for such purpose or for the
purpose of commencing an enforcement action against the Fund, the Adviser or,
with respect to the transactions contemplated by the Prospectus (or any
amendment or supplement thereto) and this Agreement, any Underwriter, may be
pending before or, to the knowledge of the Fund, the Adviser or any
Underwriter or in the reasonable view of counsel to the Underwriters, shall be
threatened or contemplated by the Commission at or prior to the Closing Date
and that any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Prospectus or otherwise) be
complied with to your satisfaction; (ii) there shall not have been any change
in the capital stock of the Fund nor any material increase in the short-term
or long-term debt of the Fund (other than in the ordinary course of business)
from that set forth or contemplated in the Registration Statement or the
Prospectus (or any amendment or supplement thereto); (iii) there shall not
have been, subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus (or any amendment or
supplement thereto), except as may otherwise be stated in the Registration
Statement and Prospectus (or any amendment or supplement thereto), any
material adverse change in the condition (financial or other), business,
prospects, properties, net assets or results of operations of the Fund or the
Adviser; (iv) the Fund shall not have any liabilities or obligations, direct
or contingent (whether or not in the ordinary course of business), that are
material to the Fund, other than those reflected in the Registration Statement
or the Prospectus (or any amendment or supplement to either of them) and other
than liabilities for payment for securities in accordance with the Fund's
investment objective and policies; and (v) all the representations and
warranties of the Fund and the Adviser contained in this Agreement shall be
true and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, and you shall have received a
certificate, dated the Closing Date and signed by the chief executive officer
and the chief financial officer of each of the Fund and the Adviser (or such
other officers as are acceptable to you), to the effect set forth in this
Section 9(k) and in Section 9(l) hereof.

            (l) That neither the Fund nor the Adviser shall have failed at or
prior to the Closing Date to have performed or complied with any of its
agreements herein contained and required to be performed or complied with by
it hereunder at or prior to the Closing Date.

            (m) The Fund shall have delivered and you shall have received
evidence satisfactory to you that the Series B Shares are rated at least Aaa
by Moody's and the Series C Shares are rated at least Aaa by Moody's and rated
at least AAA by Fitch as of the Closing Date, and there shall not have been
given any notice of any intended or potential downgrading, or of any review
for a potential downgrading, in the rating accorded to the Shares by either
Rating Agency.

            (n) The Fund and the Adviser shall have furnished or caused to be
furnished to you such further certificates and documents as you shall have
requested.

            All such opinions, certificates, letters and other documents will
be in compliance with the provisions hereof only if they are satisfactory in
form and substance to you and your counsel.

            Any certificate or document signed by any officer of the Fund or
the Adviser and delivered to you or to counsel for the Underwriters, shall be
deemed a representation and warranty by the Fund or the Adviser to each
Underwriter as to the statements made therein.

            10. Expenses. The Fund agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by it of
its obligations hereunder: (i) the preparation, printing or reproduction, and
filing with the Commission of the Registration Statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the 1940 Act
Notification, the Prospectus and each amendment or supplement to any of them
(including, without limitation, the filing fees prescribed by the 1933 Act,
the 1940 Act and the Rules and Regulations); (ii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Registration Statement, each
Prepricing Prospectus, the Prospectus, any sales material and all amendments
or supplements to any of them as may be reasonably requested for use in
connection with the offering and sale of the Shares; (iii) the preparation,
printing, authentication, issuance and delivery of certificates for the
Shares, including any stamp taxes in connection with the original issuance and
sale of the Shares; (iv) the printing (or reproduction) and delivery of this
Agreement, any dealer agreements, the preliminary and supplemental blue sky
memoranda and all other agreements or documents printed (or reproduced) and
delivered in connection with the offering of the Shares; (v) the registration
of the Shares under the Exchange Act and the listing of the Series B Shares on
the New York Stock Exchange; (vi) the qualification of the Shares for offer
and sale under the state securities or blue sky laws of the several states
(including the reasonable fees, expenses and disbursements of counsel for the
Underwriters relating to the preparation, printing or reproduction, and
delivery of the preliminary and supplemental blue sky memoranda and such
registration and qualification); (vii) fees paid to the Rating Agencies;
(viii) the transportation and other expenses incurred by or on behalf of Fund
representatives in connection with presentations to prospective purchasers of
the Shares; and (ix) the fees and expenses of the Fund's accountants and the
fees and expenses of counsel (including local and special counsel) for the
Fund and of the transfer agent.

            Except as provided in this Section 10, the Underwriters agree to
pay their own costs and expenses of the underwriting, including the fees and
expenses of their counsel. 11. Effective Date of Agreement. This Agreement
shall become effective: (i) upon the execution and delivery hereof by the
parties hereto; or (ii) if, at the time this Agreement is executed and
delivered, it is necessary for the registration statement or a post-effective
amendment thereto to be declared effective before the offering of the Shares
may commence, when notification of the effectiveness of the registration
statement or such post-effective amendment has been released by the
Commission. Until such time as this Agreement shall have become effective, it
may be terminated by the Fund, by notifying you, or by you, by notifying the
Fund.

            If any one or more of the Underwriters shall fail or refuse to
purchase the Shares which it or they are obligated to purchase hereunder on
the Closing Date, and the aggregate number of the Shares which such defaulting
Underwriter or Underwriters are obligated but fail or refuse to purchase is
not more than one-tenth of the aggregate number of Shares which the
Underwriters are obligated to purchase on the Closing Date, each
non-defaulting Underwriter shall be obligated, severally, in the proportion
which the number of Shares set forth opposite its name in Schedule I hereto
bears to the aggregate number of such Shares set forth opposite the names of
all non-defaulting Underwriters or in such other proportion as you may specify
in accordance with Section 20 of the Master Agreement Among Underwriters of
Salomon Smith Barney Inc., to purchase the Shares which such defaulting
Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If
any one or more of the Underwriters shall fail or refuse to purchase the
Shares which it or they are obligated to purchase on the Closing Date and the
aggregate number of Shares with respect to which such default occurs is more
than one-tenth of the aggregate number of Shares which the Underwriters are
obligated to purchase on the Closing Date and arrangements satisfactory to you
and the Fund for the purchase of such Shares by one or more non-defaulting
Underwriters or other party or parties approved by you and the Fund are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Fund. In any
such case which does not result in a termination of this Agreement either you
or the Fund shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any such
default of any such Underwriter under this Agreement. The term "Underwriter"
as used in this Agreement includes, for all purposes of this Agreement, any
party not listed in Schedule I hereto who, with your approval and the approval
of the Fund, purchases Shares which a defaulting Underwriter is obligated, but
fails or refuses, to purchase.

            Any notice under this Section 11 may be given by telegram,
telecopy or telephone but shall be subsequently confirmed by letter.

            12. Termination of Agreement. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of any
Underwriter to the Fund or the Adviser, by notice to the Fund or the Adviser,
if at any time prior to the Closing Date (i) trading in any Fund's securities
shall have been suspended by the Commission or the NYSE or trading in
securities generally on the NYSE, the American Stock Exchange or the Nasdaq
National Market shall have been suspended or limited or minimum prices shall
have been established on the NYSE, (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities, or (iii) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war, or other international or
domestic calamity, crisis or change in political, financial or economic
conditions, the effect of which on financial markets is such as to make it, in
your judgment, impracticable or inadvisable to commence or continue the
offering of the Shares at the offering price to the public set forth on the
cover page of the Prospectus or to enforce contracts for the resale of the
Shares by the Underwriters. Notice of such termination may be given to the
Fund by telegram, telecopy or telephone and shall be subsequently confirmed by
letter.

            13. Information Furnished by the Underwriters. The statements set
forth in the last paragraph of the cover page, the stabilization legend on the
inside cover page and the statements in the first, third, eighth and ninth
paragraphs under the caption "Underwriting" in any Prepricing Prospectus and
in the Prospectus, constitute the only information furnished by or on behalf
of the Underwriters through you as such information is referred to in Sections
6(b) and 8 hereof.

            14. Miscellaneous. Except as otherwise provided in Sections 5, 11
and 12 hereof, notice given pursuant to any provision of this Agreement shall
be in writing and shall be delivered (i) if to the Fund or the Adviser, at the
office of the Fund at One Corporate Center, Rye, New York 10580-1422,
Attention: Bruce N. Alpert; or (ii) if to you, care of Salomon Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager,
Investment Banking Division.

            This Agreement has been and is made solely for the benefit of the
several Underwriters, the Fund, the Adviser, their directors and officers, and
the other controlling persons referred to in Section 8 hereof and their
respective successors and assigns, to the extent provided herein, and no other
person shall acquire or have any right under or by virtue of this Agreement.
Neither the term "successor" nor the term "successors and assigns" as used in
this Agreement shall include a purchaser from any Underwriter of any of the
Shares in his status as such purchaser.

            15. Applicable Law; Counterparts. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.

            This Agreement may be signed in various counterparts that together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.


            Please confirm that the foregoing correctly sets forth the
agreement among the Fund and the Adviser and the several Underwriters.



                                     Very truly yours,

                                     THE GABELLI CONVERTIBLE AND INCOME
                                     SECURITIES FUND INC.



                                     By:_____________________________
                                         Name:
                                         Title:




                                     GABELLI FUNDS, LLC



                                     By:_____________________________
                                         Name:
                                         Title:

Name: above written on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

SALOMON SMITH BARNEY INC.
GABELLI & COMPANY, INC.

By  SALOMON SMITH BARNEY INC.



By: _______________________________
    Name:   Robert F. Bush, Jr.
    Title:  Director




                                  SCHEDULE I

            THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.

--------------------------------- -------------------------- -------------------
Underwriter                              Number of               Number of
                                      Series B Shares         Series C Shares
--------------------------------- -------------------------- -------------------
Salomon Smith Barney Inc.
--------------------------------- -------------------------- -------------------
Gabelli & Company, Inc.
--------------------------------- -------------------------- -------------------