Gabelli Global Healthcare & WellnessRx Trust Sample Contracts

FORM OF
Investment Advisory Agreement • April 16th, 2007 • Gabelli Global Healthcare & WellnessRx Trust
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • September 18th, 2014 • Gabelli Healthcare & WellnessRx Trust • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 4, 2014, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to ha

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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • September 18th, 2014 • Gabelli Healthcare & WellnessRx Trust • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of , 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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THE GABELLI HEALTHCARE & WELLNESSRx TRUST (a Delaware Statutory Trust) [ ] Shares of [ ]% Series B Cumulative Preferred Shares UNDERWRITING AGREEMENT
Underwriting Agreement • September 18th, 2014 • Gabelli Healthcare & WellnessRx Trust • New York

The Gabelli Healthcare & WellnessRx Trust, a Delaware statutory trust (the “Fund”), and the Fund’s investment adviser, Gabelli Funds, LLC, a New York limited liability company (the “Adviser”), each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,”) which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom MLPF&S is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Fund and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares set forth in said Schedule A hereto of an aggregate of [ ] shares of the Fund’s [ ]% Series B Cumulative Preferred Shares (the “Shares”). The Shares will be authorized by, and subject to the terms and conditions of, the Fund’s Agreement and Declaration of Trust and the

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THE GABELLI HEALTHCARE & WELLNESSRx TRUST SALES AGREEMENT $62,500,000 value of
Sales Agreement • January 10th, 2018 • Gabelli Healthcare & WellnessRx Trust • New York

The Gabelli Healthcare & WellnessRx Trust (the “Fund”), a statutory trust organized and existing under and by virtue of the laws of the State of Delaware, proposes to issue and sell through G.research, LLC (the “Sales Manager”), as agent, as much as $62,500,000 aggregate value (the “Maximum Amount”) of 5.875% Series B Cumulative Preferred Shares, par value $0.001 per share (the “Preferred Shares”), of the Fund. The Preferred Shares are classified and designated by the Fund’s Board of Trustees (the “Board”) pursuant to authority expressly vested in it by the Fund’s Declaration of Trust, as amended (the “Declaration of Trust”), and subject to the terms and conditions of the Statement of Preferences of the Fund’s 5.875% Series B Cumulative Preferred Shares, as amended (the “Statement”)

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • June 3rd, 2014 • Gabelli Healthcare & WellnessRx Trust • New York

This Subscription Agent Agreement (the “Agreement”) is made as of May 23, 2014 by and between The Gabelli Healthcare & WellnessRx Trust, a closed-end investment company organized and existing under the laws of the State of Delaware, (the “Fund”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking company (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form N-2, File Nos. 333-194973 and 811-22021 filed by the Fund with the Securities and Exchange Commission (“SEC”) on May 16, 2014, as supplemented or amended by any amendment filed with respect thereto (the “Registration Statement”).

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Transfer Agency and Service Agreement Among Each of the Gabelli Closed End Investment Companies Listed on Exhibit A Hereto Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • April 10th, 2013 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

AGREEMENT made as of the 1st day of January, 2011 by and among each of the Gabelli closed-end investment companies listed on Exhibit A, a corporation, having its principal office and place of business at One Corporate Center, Rye, NY 10580 (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

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Fourth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 29th, 2016 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Fourth Amendment (“Amendment”), effective as of , 2013 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).

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Third Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 29th, 2016 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Third Amendment (“Amendment”), effective as of June 19, 2013 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company”).

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Ninth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 5th, 2017 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Ninth Amendment (“Amendment’’), effective as of July 1, 2016 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).

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Eleventh Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • November 28th, 2017 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Eleventh Amendment (“Amendment”), effective as of September 26, 2017 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).

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First Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 10th, 2013 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This First Amendment (“Amendment”), effective as of August 1, 2012 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., formerly known as Computershare Shareholder Services, Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company”).

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Seventh Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • June 13th, 2016 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Seventh Amendment (“Amendment’’), effective as of May 10, 2016 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).

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Second Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 10th, 2013 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Second Amendment (“Amendment”), effective as of September 28, 2012 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., formerly known as Computershare Shareholder Services, Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company”).

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Form of Fifth Amendment to Transfer Agency and Service Agreement
Fifth Amendment to Transfer Agency and Service Agreement • September 18th, 2014 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Fifth Amendment (“Amendment”), effective as of September , 2014 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).

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The Gabelli Healthcare & WellnessRx Trust Common Shares Issuable Upon Exercise of Rights to Subscribe for such Shares DEALER MANAGER AGREEMENT
Dealer Manager Agreement • June 3rd, 2014 • Gabelli Healthcare & WellnessRx Trust • New York
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Eighth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • June 13th, 2016 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Eighth Amendment (“Amendment’’), effective as of May 31, 2016 (‘‘Effective Date’’), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).

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THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 16, 2011
Trust Agreement • June 13th, 2013 • Gabelli Healthcare & WellnessRx Trust • Delaware

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 16th day of February 2011, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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Tenth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • November 28th, 2017 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Tenth Amendment (“Amendment”), effective as of September 2, 2016 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement”) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the GabeIli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company”).

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THE GABELLI HEALTHCARE & WELLNESSRx TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 16, 2011
Trust Agreement • March 7th, 2011 • Gabelli Healthcare & WellnessRx Trust • Delaware

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 16th day of February 2011, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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Transfer Agency and Service Agreement Between Gabelli Healthcare & Wellness Rx Trust and Computershare Trust Company, N.A. and Computershare Inc.
Transfer Agency and Service Agreement • August 18th, 2010 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

AGREEMENT made as of the 27th day of June, 2007 by and between Gabelli Healthcare & Wellness Rx Trust, a corporation, having its principal office and place of business at One Corporate Center, Rye, NY 10580 (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “CSS” and the “Trust Company”, respectively).

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THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST Exhibit 2- 77(Q)1(a) THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the...
Agreement and Declaration of Trust • March 1st, 2011 • Gabelli Healthcare & WellnessRx Trust

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the [___] day of [_________] 2011, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided. WHEREAS, the Trustees desire to amend and restate the Second Amended Agreement and Declaration of Trust made as of the 26th day of February 2009 in its entirety pursuant to its Section 7.3; WHEREAS, this Trust has been formed to carry on business as set forth more particularly hereinafter; WHEREAS, this Trust is authorized to issue an unlimited number of its shares of beneficial interest all in accordance with the provisions hereinafter set forth; WHEREAS, the Trustees have agreed to manage all property coming into their hands as Trustees of a Delaware statutory trust in accordance with the provisions hereinafter set forth; and WHEREAS, the parties hereto intend that the Trust created by its initial Agreement and Declaration of Trust and the Certificate of Trus

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SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • March 7th, 2011 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of __________, 2011 by and among The Gabelli Healthcare & WellnessRx Fund (the “ Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company” or the “Transfer Agent”, respectively). All terms not defined herein shall have the meaning given in the prospectus supplement (the “Prospectus Supplement”) included in the (Registration Statement on Form N-2 Securities Act, File No. 333-166168 filed by the Company with the Securities and Exchange Commission on March [ ], 2011, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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THE GABELLI HEALTHCARE & WELLNESSRx TRUST AMENDED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • April 16th, 2007 • Gabelli Global Healthcare & WellnessRx Trust • Delaware

AMENDED AGREEMENT AND DECLARATION OF TRUST made as of the 9th day of April 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

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FORM OF REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT between THE GABELLI HEALTHCARE & WELLNESSRx Trust and
Registrar, Transfer Agency and Service Agreement • April 16th, 2007 • Gabelli Global Healthcare & WellnessRx Trust • Massachusetts

AGREEMENT made as of the day of May ___, 2004, by and between The Gabelli Healthcare & WellnessRx Trust, a Delaware statutory trust, having its principal office and place of business at One Corporate Center, Rye, New York, NY 10580 (the “Fund”), and [ ], N.A., located at [ ](the “Registrar”).

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FORM OF INITIAL PURCHASE AGREEMENT
Initial Purchase Agreement • April 16th, 2007 • Gabelli Global Healthcare & WellnessRx Trust

The Gabelli Healthcare & WellnessRx Trust (the “Fund”), a Delaware statutory trust, and The Gabelli Equity Trust Inc. (the “Buyer”) hereby agree as follows:

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May 17, 2013
Information Agent Agreement • June 13th, 2013 • Gabelli Healthcare & WellnessRx Trust

This letter will serve as the agreement under which you will retain Morrow & Co., LLC (“Morrow” or “us”) to act as Information Agent in connection with the Rights Offering by The Gabelli Healthcare & WellnessRx Trust to its holders of the Fund’s existing Common Stock (“the Offer”).

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March __, 2011
Letter of Agreement • March 7th, 2011 • Gabelli Healthcare & WellnessRx Trust • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by The Gabelli Healthcare & WellnessRx Trust (the “Company”) to act as Information Agent in connection with its upcoming rights offer to purchase additional common shares (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.

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Sixth Amendment to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • April 29th, 2016 • Gabelli Healthcare & WellnessRx Trust • Massachusetts

This Sixth Amendment (“Amendment’’), effective as of , 2016 (“Effective Date”), is to the Transfer Agency and Service Agreement, as amended (the “Agreement’’) dated January 1, 2011, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent’’) and each of the Gabelli Closed-End Investment Companies listed on Exhibit A attached to the Agreement (each, a “Company” and collectively the “Company’’).

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THE GABELLI HEALTHCARE & WELLNESS Rx TRUST (the "Fund") Exhibit Q1(a) The Fund's Amended Agreement and Declaration of Trust, dated April 9, 2007, is incorporated by reference to the Fund's Pre-Effective No. 1 as Exhibit 1 to the Fund's Registration...
Amended Agreement and Declaration of Trust • February 29th, 2008 • Gabelli Healthcare & WellnessRx Trust

The Fund's Amended Agreement and Declaration of Trust, dated April 9, 2007, is incorporated by reference to the Fund's Pre-Effective No. 1 as Exhibit 1 to the Fund's Registration Statement on Form N-14, as filed with the Securities and Exchange Commission via EDGAR on April 16, 2007 (Accession No. 0000950123-07-005437).

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED BY-LAWS OF THE GABELLI HEALTHCARE & WELLNESSRx TRUST Effective: November 13, 2024
By-Laws Amendment • November 15th, 2024 • Gabelli Healthcare & WellnessRx Trust

On November 13, 2024, the Board of Trustees of The Gabelli Healthcare & WellnessRx Trust (the “Fund”), in accordance with the Fund’s Second Amended and Restated By-Laws (the “By-Laws”) and Third Amended and Restated Agreement and Declaration of Trust, approved and adopted the following amendment to the By-Laws, to be effective immediately:

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FORM OF MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
Mutual Fund Custody and Services Agreement • April 16th, 2007 • Gabelli Global Healthcare & WellnessRx Trust • Massachusetts

This AGREEMENT, effective as of the day of ,2007, and is between THE GABELLI HEALTHCARE & WELLNESS RX TRUST, (the “Fund”) a organized under the laws of the having its principal office and place of business at One Corporate Center, Rye, NY 10580-1422, and MELLON TRUST OF NEW ENGLAND, N.A., (the “Custodian”) a national banking association with its principal place of business at One Boston Place, Boston, Massachusetts 02108.

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