As filed with the Securities and Exchange Commission on November 26, 2003
Securities Act File No. 333-108409
Investment Company Act File No. 811-21423
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM N-2
________________________
[ ] Registration Statement under the Securities Act of 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 1
and/or
[X] Registration Statement under the Investment Company Act of 1940
[X] Amendment No. 4
(Check Appropriate Box or Boxes)
________________________
THE GABELLI DIVIDEND & INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
________________________
One Corporate Center
Rye, New York 10580-1422
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (800) 422-3554
Bruce N. Alpert
The Gabelli Dividend & Income Trust
One Corporate Center
Rye, New York 10580-1422
(914) 921-5100
(Name and Address of Agent for Service)
________________________
Copies to:
Richard T. Prins, Esq. James E. McKee, Esq. Leonard B. Mackey, Jr., Esq.
Skadden, Arps, Slate, The Gabelli Dividend & Income Trust Clifford Chance US LLP
Meagher & Flom LLP One Corporate Center 200 Park Avenue
Four Times Square Rye, New York 10580-1422 New York, New York 10166
New York, New York 10036 (914) 921-5100 (212) 878-8000
(212) 735-3000
________________________
Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, as amended, other than securities offered in connection with a
dividend reinvestment plan, check the following box. [ ]
It is proposed that this filing will become effective (check
appropriate box)
[ ] When declared effective pursuant to section 8(c).
[X] This form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933 and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is 333-108409
________________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed
Proposed Maximum
Maximum Aggregate
Amount Being Offering Price Offering Amount of
Title of Securities Registered Per Share Price Registration Fee (1)
------------------- ------------ -------------- ----------- --------------------
Common Shares, 90,000,000 Shares $20 $1,800,000,000 $228,060
$.001 par value
(1) All fees have been previously paid.
________________________
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on
Form N-2 (File No. 333-108409) of The Gabelli Dividend & Income Trust is being
filed pursuant to Rule 462(d) under the Securities Act of 1933 for the sole
purpose of adding a new exhibit A, the Amended and Restated Agreement and
Declaration of Trust, and accordingly, this amendment shall become effective
immediately upon filing with the Securities and Exchange Commission.
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements
Previously filed in Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on Form N-2, filed with the Securities and Exchange
Commission on November 24, 2003.
(2) Exhibits
(a) Amended and Restated Agreement and Declaration of Trust of
Registrant(1)
(b) Amended and Restated By-Laws of Registrant(3)
(c) Not applicable
(d) Form of Specimen Share Certificate (2)
(e) Automatic Dividend Reinvestment and Voluntary Cash Purchase
Plan of Registrant(2)
(f) Not applicable
(g) Form of Investment Advisory Agreement between Registrant and
Gabelli Funds, LLC(2)
(h)(1) Form of Purchase Agreement(2)
(h)(2) Form of Distribution Agreement (3)
(i) Not applicable
(j) Form of Custodian Contract between Registrant and Custodian
(3)
(k) (i) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and Transfer Agent(1)
(ii) Additional Compensation Agreement between Registrant
and Merrill Lynch (3)
(iii) Additional Compensation Agreement between Registrant
and Citigroup (3)
(l) Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom
LLP with respect to legality(3)
(m) Not applicable
(n) (i) Consent of PricewaterhouseCoopers LLP(3)
(ii) Powers of Attorney(2)
(o) Not applicable
(p) Form of Initial Subscription Agreement (2)
(q) Not applicable
(r) (i) Codes of Ethics of the Fund and the Investment
Adviser(2)
(ii) Code of Conduct for Chief Executive and Senior
Financial Officers(2)
___________________
(1) Filed herewith.
(2) Incorporated by reference from Pre-Effective Amendment No.1 to the
Registrant's Registration Statement on Form N-2, filed with the
Securities and Exchange Commission on October 27, 2003.
(3) Incorporated by reference from Pre-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-2, filed with the
Securities and Exchange Commission on November 24, 2003.
Item 25. Marketing Arrangements
Reference is made to Exhibit 2(h) to this Registration Statement to
be filed by amendment.
Item 26. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred
in connection with the offering described in this Registration
Statement:
NYSE listing fee.......................................................$40,000
SEC Registration fees..................................................164,710
Printing/engraving expenses............................................300,000
Accounting fees..........................................................5,000
Legal fees.............................................................320,000
NASD fee................................................................30,500
Underwriter Reimbursement..............................................435,500
Distribution Expense Reimbursement...................................1,300,000
Miscellaneous............................................................4,290
Total.......................................................2,600,000
Item 27. Persons Controlled by or Under Common Control with Registrant
NONE
Item 28. Number of Holders of Securities as of November 21 , 2003
Number of Record
Title of Class Holders
Common Shares of Beneficial Interest 1
Item 29. Indemnification
Article IV of the Registrant's Agreement and Declaration of Trust
provides as follows: 4.1 No Personal Liability of Shareholders, Trustees, etc.
No Shareholder of the Trust shall be subject in such capacity to any personal
liability whatsoever to any Person in connection with Trust Property or the
acts, obligations or affairs of the Trust. Shareholders shall have the same
limitation of personal liability as is extended to stockholders of a private
corporation for profit incorporated under the general corporation law of the
State of Delaware. No Trustee or officer of the Trust shall be subject in such
capacity to any personal liability whatsoever to any Person, other than the
Trust or its Shareholders, in connection with Trust Property or the affairs of
the Trust, save only liability to the Trust or its Shareholders arising from
bad faith, willful misfeasance, gross negligence or reckless disregard for his
duty to such Person; and, subject to the foregoing exception, all such Persons
shall look solely to the Trust Property for satisfaction of claims of any
nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee or officer, as such, of the Trust, is made a party to any
suit or proceeding to enforce any such liability, subject to the foregoing
exception, he shall not, on account thereof, be held to any personal
liability. 4.2 Mandatory Indemnification. (a) The Trust shall indemnify the
Trustees and officers of the Trust (each such person being an "indemnitee")
against any liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and reasonable counsel
fees reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or investigative body in which he
may be or may have been involved as a party or otherwise (other than, except
as authorized by the Trustees, as the plaintiff or complainant) or with which
he may be or may have been threatened, while acting in any capacity set forth
above in this Section 4.2 by reason of his having acted in any such capacity,
except with respect to any matter as to which he shall not have acted in good
faith in the reasonable belief that his action was in the best interest of the
Trust or, in the case of any criminal proceeding, as to which he shall have
had reasonable cause to believe that the conduct was unlawful, provided,
however, that no indemnitee shall be indemnified hereunder against any
liability to any person or any expense of such indemnitee arising by reason of
(i) willful misfeasance, (ii) bad faith, (iii) gross negligence (negligence in
the case of Affiliated Indemnitees), or (iv) reckless disregard of the duties
involved in the conduct of his position (the conduct referred to in such
clauses (i) through (iv) being sometimes referred to herein as "disabling
conduct"). Notwithstanding the foregoing, with respect to any action, suit or
other proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action,
suit or other proceeding by such indemnitee was authorized by a majority of
the Trustees.
(b) Notwithstanding the foregoing, no indemnification shall
be made hereunder unless there has been a determination (1) by a final
decision on the merits by a court or other body of competent jurisdiction
before whom the issue of entitlement to indemnification hereunder was brought
that such indemnitee is entitled to indemnification hereunder or, (2) in the
absence of such a decision, by (i) a majority vote of a quorum of those
Trustees who are neither Interested Persons of the Trust nor parties to the
proceeding ("Disinterested Non-Party Trustees"), that the indemnitee is
entitled to indemnification hereunder, or (ii) if such quorum is not
obtainable or even if obtainable, if such majority so directs, independent
legal counsel in a written opinion conclude that the indemnitee should be
entitled to indemnification hereunder. All determinations to make advance
payments in connection with the expense of defending any proceeding shall be
authorized and made in accordance with the immediately succeeding paragraph
(c) below.
(c) The Trust shall make advance payments in connection with
the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Trust receives a written affirmation by the
indemnitee of the indemnitee's good faith belief that the standards of conduct
necessary for indemnification have been met and a written undertaking to
reimburse the Trust unless it is subsequently determined that he is entitled
to such indemnification and if a majority of the Trustees determine that the
applicable standards of conduct necessary for indemnification appear to have
been met. In addition, at least one of the following conditions must be met:
(1) the indemnitee shall provide adequate security for his undertaking, (2)
the Trust shall be insured against losses arising by reason of any lawful
advances, or (3) a majority of a quorum of the Disinterested Non-Party
Trustees, or if a majority vote of such quorum so direct, independent legal
counsel in a written opinion, shall conclude, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is
substantial reason to believe that the indemnitee ultimately will be found
entitled to indemnification.
(d) The rights accruing to any indemnitee under these
provisions shall not exclude any other right to which he may be lawfully
entitled.
(e) Notwithstanding the foregoing, subject to any
limitations provided by the 1940 Act and this Declaration, the Trust shall
have the power and authority to indemnify Persons providing services to the
Trust to the full extent provided by law as if the Trust were a corporation
organized under the Delaware General Corporation Law provided that such
indemnification has been approved by a majority of the Trustees.
4.3 No Duty of Investigation; Notice in Trust Instruments, etc. No purchaser,
lender, transfer agent or other person dealing with the Trustees or with any
officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, undertaking, instrument, certificate, Share, other security of the
Trust, and every other act or thing whatsoever executed in connection with the
Trust shall be conclusively taken to have been executed or done by the
executors thereof only in their capacity as Trustees under this Declaration or
in their capacity as officers, employees or agents of the Trust. The Trustees
may maintain insurance for the protection of the Trust Property, its
Shareholders, Trustees, officers, employees and agents in such amount as the
Trustees shall deem adequate to cover possible liability, and such other
insurance as the Trustees in their sole judgment shall deem advisable or is
required by the 1940 Act.
4.4 Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of its duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
the Trust's officers or employees or by any advisor, administrator, manager,
distributor, selected dealer, accountant, appraiser or other expert or
consultant selected with reasonable care by the Trustees, officers or
employees of the Trust, regardless of whether such counsel or other person may
also be a Trustee.
Section 9 of the Investment Advisory Agreement between the Registrant
and Gabelli Funds, LLC provides:
(a) The Fund hereby agrees to indemnify the Adviser and each of the
Adviser's trustees, officers, employees, and agents (including any individual
who serves at the Adviser's request as director, officer, partner, trustee or
the like of another corporation) and controlling persons (each such person
being an "indemnitee") against any liabilities and expenses, including amounts
paid in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees (all as provided in accordance with applicable corporate law)
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or investigative body in which he
may be or may have been involved as a party or otherwise or with which he may
be or may have been threatened, while acting in any capacity set forth above
in this paragraph or thereafter by reason of his having acted in any such
capacity, except with respect to any matter as to which he shall have been
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Fund and furthermore, in the case of
any criminal proceeding, so long as he had no reasonable cause to believe that
the conduct was unlawful, provided, however, that (1) no indemnitee shall be
indemnified hereunder against any liability to the Fund or its shareholders or
any expense of such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties
involved in the conduct of his position (the conduct referred to in such
clauses (i) through (v) being sometimes referred to herein as "disabling
conduct"), (2) as to any matter disposed of by settlement or a compromise
payment by such indemnitee, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless there has been a determination that such settlement or
compromise is in the best interests of the Fund and that such indemnitee
appears to have acted in good faith in the reasonable belief that his action
was in the best interest of the Fund and did not involve disabling conduct by
such indemnitee and (3) with respect to any action, suit or other proceeding
voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall
be mandatory only if the prosecution of such action, suit or other proceeding
by such indemnitee was authorized by a majority of the full Board of the Fund.
Notwithstanding the foregoing the Fund shall not be obligated to provide any
such indemnification to the extent such provision would waive any right which
the Fund cannot lawfully waive.
(b) The Fund shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might
be sought hereunder if the Fund receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Fund
unless it is subsequently determined that he is entitled to such
indemnification and if the trustees of the Fund determine that the facts then
known to them would not preclude indemnification. In addition, at least one of
the following conditions must be met: (A) the indemnitee shall provide a
security for his undertaking, (B) the Fund shall be insured against losses
arising by reason of any lawful advances, or (C) a majority of a quorum of
trustees of the Fund who are neither "interested persons" of the Fund (as
defined in Section 2(a)(19) of the Act) nor parties to the proceeding
("Disinterested Non-Party Trustees") or an independent legal counsel in a
written opinion, shall determine, based on a review of readily available facts
(as opposed to a full trial-type inquiry), that there is reason to believe
that the indemnitee ultimately will be found entitled to indemnification.
(c) All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i)
a majority vote of a quorum of the Disinterested Non-party Trustees of the
Fund, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a
written opinion.
The rights accruing to any indemnitee under these provisions shall
not exclude any other right to which he may be lawfully entitled.
The following subsections of Section 6 of The Underwriting Agreement
among the Registrant, Gabelli Funds, LLC and the Underwriters provide:
(a) Indemnification of Underwriters. The Fund and the Investment
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
preliminary 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 preliminary 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 Investment Adviser may otherwise have.
(c) Indemnification of Fund and Investment Adviser by Underwriters.
Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Fund and the Investment Adviser, their trustees, their directors,
any officers who sign the Registration Statement, and any person who controls
the Fund or the Investment 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 Investment 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 preliminary prospectus, or
any amendment or supplement thereto. If any action, suit or proceeding shall
be brought against the Fund or the Investment Adviser, any of their trustees,
their directors, any such officer, or any such controlling person based on the
Registration Statement, the Prospectus or any preliminary 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
Investment Adviser by paragraph (b) above (except that if the Fund or the
Investment 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 Investment
Adviser, their trustees, 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.
(f) Notwithstanding any other provisions in this Section 6 or Section
7, no party shall be entitled to indemnification or contribution under this
Agreement against any loss, claim, liability, expense or damage arising by
reason of such person's willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties in the performance of its duties hereunder.
Item 30. Business and Other Connections of Investment Adviser
The Investment Adviser, a limited liability company organized under
the laws of the State of New York, acts as investment adviser to the
Registrant. The Registrant is fulfilling the requirement of this Item 30 to
provide a list of the officers and trustees of the Investment Adviser,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by the Investment Adviser or
those officers and trustees during the past two years, by incorporating by
reference the information contained in the Form ADV of the Investment Adviser
filed with the commission pursuant to the Investment Advisers Act of 1940
(Commission File No. 801-26202).
Item 31. Location of Accounts and Records
The accounts and records of the Registrant are maintained in part at
the office of the Investment Adviser at One Corporate Center, Rye, New York
10580-1422, in part at the offices of the Custodian, State Street Bank and
Trust Company, One Heritage Drive, Palmer 2N, North Quincy, MA 02171, at the
offices of the Fund's Administrator, PFPC, Inc, 3200 Horizon Drive, King of
Prussia, Pennsylvania 19406, and in part at the offices of the transfer agent,
Equiserve Trust Company, N.A., located at P.O. Box 43025, Providence, RI
09240-3025.
Item 32. Management Services
Not applicable.
Item 33. Undertakings
1. Registrant undertakes to suspend the offering of shares
until the prospectus is amended, if subsequent to the
effective date of this registration statement, its net asset
value declines more than ten percent from its net asset
value, as of the effective date of the registration
statement or its net asset value increases to an amount
greater than its net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. Registrant undertakes that, for the purpose of determining
any liability under the 1933 Act the information omitted
from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant
pursuant to Rule 497(h) will be deemed to be a part of the
Registration Statement as of the time it was declared
effective.
Registrant undertakes that, for the purpose of determining
any liability under the 1933 Act, each post-effective
amendment that contains a form of prospectus will be deemed
to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time will be deemed to be the initial
bona fide offering thereof.
6. Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two
business days of receipt of a written or oral request, any
Statement of Additional Information constituting Part B of
this Registration Statement.
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registrant's Registration Statement has been signed on behalf of the
Registrant, in the City of Rye, State of New York, on the 25th day of
November, 2003.
THE GABELLI DIVIDEND & INCOME TRUST
By: /s/ Bruce N. Alpert
-------------------
Bruce N. Alpert
President
By: /s/ Richard C. Sell, Jr.
-----------------------
Richard C. Sell, Jr.
Treasurer
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities set forth below on the 25th day of November, 2003.
Name Title
Signature Title
* Trustee, Chairman and Chief
-------------------------------- Investment Officer
Mario J. Gabelli
* Trustee
--------------------------------
Anthony J. Colavita
* Trustee
--------------------------------
James P. Conn
* Trustee
--------------------------------
Mario d'Urso
* Trustee
--------------------------------
Frank J. Fahrenkopf, Jr.
* Trustee
--------------------------------
Michael J. Melarkey
Trustee
--------------------------------
Karl Otto Pohl
* Trustee
--------------------------------
Salvatore M. Salibello
* Trustee
--------------------------------
Edward T. Tokar
* Trustee
--------------------------------
Anthonie C. van Ekris
* Trustee
--------------------------------
Salvatore J. Zizza
/s/ Bruce N. Alpert
--------------------------------
Bruce N. Alpert President
Attorney-in-Fact
* Pursuant to a Power of Attorney.
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
EX-99 (a) Amended and Restated Agreement and Declaration of Trust*
EX-99 (b) Amended and Restated By-Laws**
EX-99 (d) Form of Specimen Common Share Certificate**
EX-99 (e) Automatic Dividend Reinvestment and Voluntary Cash
Purchase Plan**
EX-99 (g) Investment Advisory Agreement between Registrant and
Gabelli Funds, LLC**
EX-99 (h)(1) Form of Purchase Agreement**
EX-99 (h)(2) Form of Distribution Agreement**
EX-99 (j) Form of Custodian Agreement between Registrant and State
Street Bank and Trust Company**
EX-99 (k)(i) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and Transfer Agent**
EX-99 (k)(ii) Additional Compensation Agreement between Registrant and
Merrill Lynch**
EX-99(k)(iii) Additional Compensation Agreement between Registrant and
Citigroup**
EX-99 (1) Opinion and Consent of Skadden, Arps, Slate, Meagher &
Flom LLP**
EX-99 (n) (i) Consent of Independent Auditors**
EX-99 (n) (ii) Powers of Attorney**
EX-99 (p) Form of Initial Subscription Agreement**
EX-99 (r)(i) Code of Ethics**
EX-99 (r)(ii) Code of Conduct for Chief Executive and Senior Financial
Officers **
*Filed Herewith.
**Previously filed.