THE GABELLI HEALTHCARE & WELLNESSRx TRUST THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST February 16, 2011Agreement and Declaration of Trust • 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.
SUBSCRIPTION AGENT AGREEMENTSubscription 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”).
March __, 2011Letter 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.
