Exhibit 6
FORM OF
INVESTMENT ADVISORY AGREEMENT
_____ __, 2007
The Gabelli Healthcare & WellnessRx Trust (the "Fund"), a statutory trust
organized under the laws of the state of Delaware, confirms its investment
advisory agreement with Gabelli Funds, LLC (the "Adviser"), as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time (the
"Declaration of Trust"), and in its Registration Statement on Form N-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), as from time to
time in effect (the "Registration Statement") and in such manner and to such
extent as may from time to time be approved by the Fund's Board of Trustees.
Copies of the Declaration of Trust and the Registration Statement in their form
on the date hereof have been submitted to the Adviser. The Fund desires to
employ and hereby appoints the Adviser to act as its investment adviser and to
oversee the administration of all aspects of the Fund's business and affairs and
provide, or arrange for others whom it believes to be competent to provide,
certain services as specified in subparagraph (b) below. The Adviser accepts the
appointment and agrees to furnish the services set forth below for the
compensation set forth below. Nothing contained herein shall be construed to
restrict the Fund's right to hire its own employees or to contract for
administrative services to be performed by third parties, including but not
limited to, the calculation of the net asset value of the Fund's shares.
2. Services
(a) Investment Advice. Subject to the direction and control of the Fund's
Board of Trustees, the Adviser will (i) act in conformity with the Declaration
of Trust, the 1940 Act and the Investment Advisers Act of 1940, as the same may
from time to time be amended, (ii) manage the Fund's assets in accordance with
the Fund's investment objective and policies as stated in the Registration
Statement, (iii) make investment decisions for the Fund, (iv) exercise all
voting rights in respect of the Fund's assets and (v) place purchase and sale
orders on behalf of the Fund. In rendering those services, the Adviser will
provide investment research and supervision of the Fund's investments and
conduct a continual program of investment, evaluation and, if appropriate, sale
and reinvestment of the Fund's assets. In addition, the Adviser will furnish the
Fund with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.
(b) Administration. The specific services to be provided or arranged for
by the Adviser for the Fund are (i) maintaining the Fund's books and records,
such as journals, ledger accounts and other records in accordance with
applicable laws and regulations to the extent not maintained by the Fund's
custodian, transfer agent or dividend disbursing agent; (ii) initiating all
money transfers to the Fund's custodian and from the Fund's custodian for the
payment of the Fund's expenses, investments, and dividends; (iii) reconciling
account information and balances among the Fund's custodian, transfer agent,
dividend disbursing agent and the Adviser; (iv) providing the Fund, upon
request, with such office space and facilities, utilities and office equipment
as are adequate for the Fund's needs; (v) preparing, but not paying for, all
reports by the Fund to its shareholders and all reports and filings required to
maintain registration and qualification of the Fund's shares under federal and
state law including the updating of the Fund's Registration Statement, when
necessary; (vi) supervising the calculation of net asset value of the Fund's
shares; and (vii) preparing notices and agendas for meetings of the Fund's
shareholders and the Fund's Board of Trustees as well as minutes of such
meetings in all matters required by applicable law to be acted upon by the Board
of Trustees.
3. Brokerage
In executing transactions for the Fund and selecting brokers or dealers,
the Adviser will seek best execution. In doing so, the Adviser will consider all
factors it deems relevant including, but not limited to, the breadth of the
market in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and on a continuing basis. In selecting
brokers or dealers to execute a particular transaction, the Adviser may consider
the brokerage and research services provided to the Fund and/or other accounts
over which the Adviser or an affiliate of the Adviser exercises investment
discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information the Adviser believes is appropriate for this
purpose.
5. Standard of Care
The Adviser shall exercise its professional judgment in rendering the
services described in paragraphs 2 and 3 above. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters of which this Agreement relates, provided that
nothing in this paragraph shall be deemed to protect or purport to protect the
Adviser against any liability to the Fund or to its shareholders to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and duties under this
Agreement.
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6. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Fund will pay the Adviser, on the first business day of each month, a fee for
the previous month at an annual rate equal to a percentage set forth in the fee
schedule attached to this agreement as Appendix A of the Fund's average weekly
total assets. Upon any termination of this Agreement before the end of a month,
the fee for such part of that month shall be prorated according to the
proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. For the purpose of
determining fees payable to the Adviser, the value of the Fund's total assets
shall be computed at the times and in the manner specified in the Registration
Statement.
7. Expenses
The Adviser will bear all expenses in connection with the performance of
its services under this Agreement. The Fund will bear certain other expenses to
be incurred in its operation, including: underwriting compensation and
reimbursements in connection with sales of its securities, expenses for legal
and independent accountants' services, costs of printing proxies, stock
certificates and shareholder reports, charges of the custodian, any
sub-custodian and transfer and dividend paying agent, expenses in connection
with the Automatic Dividend Reinvestment and Voluntary Cash Purchase Plan,
Securities and Exchange Commission fees, fees and expenses of Trustees who are
not officers or employees of the Investment Adviser or its affiliates,
compensation and other expenses of officers and employees of the Fund (including
but not limited to Chief Compliance Officer, Vice President and Ombudsman) as
approved by the Trustees, accounting and pricing costs, membership fees in trade
associations, fidelity bond coverage for the Fund's officers and employees,
trustees and officers' errors and omissions insurance coverage, interest,
brokerage costs, taxes, stock exchange listing fees and expenses, all expenses
of computing the Fund's net asset value per share, including any equipment or
services obtained solely for the purpose of pricing shares or valuing the Fund's
investment portfolios, expenses of qualifying the Fund's shares for sale in
various states, preparation of filings with the Securities and Exchange
Commission (including but not limited to Form N-PX, Form N-CSR and Form N-SAR),
the costs of third party services to monitor and recover class action settlement
amounts, litigation and other extraordinary or non-recurring expenses, and other
expenses properly payable by the Fund.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts and will continue to act as
investment adviser to other investment companies and may act in the future as
investment adviser to other investment companies or portfolios, and the Fund has
no objection to the Adviser so acting, provided that whenever the Fund and one
or more other portfolios of or investment companies advised by the Adviser and
its affiliates have available funds for investment, investments suitable and
appropriate for each will be allocated in a manner believed to be equitable to
each and that whenever the Fund and one or more other
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portfolios of or investment companies advised by the Adviser and its affiliates
desire to dispose of the same assets, such dispositions will be allocated in a
manner believed equitable to each. The Fund recognizes that in some cases this
procedure may adversely affect the size of the position obtainable for the Fund.
In addition, the Fund understands that the Adviser's agents will not devote
their full time to the discharge of its duties under this Agreement and nothing
contained herein shall be deemed to limit or restrict the right of the Adviser
or any affiliate of the Adviser to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
9. Indemnity
(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
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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.
10. Use of the Word "Gabelli"
It is understood and agreed that the word "Gabelli" is the Adviser's
property for copyright and other purposes. The Fund further agrees that the word
"Gabelli" in its name is derived from the name of Xxxxx X. Xxxxxxx and such name
may freely be used by the Adviser for other investment companies, entities or
products. The Fund further agrees that, in the event that the Adviser shall
cease to act as an investment adviser to the Fund, the Fund shall promptly take
all necessary and appropriate action to change its name to one that does not
include the word "Gabelli"; provided, however, that the Fund may continue to use
such name if the Adviser consents in writing to such use.
11. Term of Agreement
This Agreement shall become effective, if it has been approved by the
Board of Trustees and the sole shareholder or the shareholders of the Fund in
accordance with the requirements of the 1940 Act, on the day the Fund commences
operations and will continue in effect for two years and thereafter will
continue for successive annual periods, provided such continuance is
specifically approved at least annually in accordance with the requirements of
the 1940 Act. This Agreement is terminable, without penalty, on 60 days written
notice by the Fund's Board of Trustees, by vote of holders of a majority of the
Fund's shares, or by the Adviser. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act and the
rules thereunder).
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12. Amendment
The Adviser and the Fund may amend this Agreement without shareholder
approval so long as such amendment does not materially change the advisory
relationship between the Adviser and the Fund.
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of ____ ____, 2007
Very truly yours,
THE GABELLI HEALTHCARE &
WELLNESS(Rx) TRUST
By:___________________
Name:
Title:
Agreed to and Accepted:
GABELLI FUNDS, LLC
By:___________________
Name:
Title:
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APPENDIX A
FEE SCHEDULE
The following percentage shall apply for the purpose of calculating the
Adviser's fee under section 6 of the Investment Advisory Agreement:
1.00% from the commencement of investment operations by the Fund.
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