0001193125-16-620245 Sample Contracts

THE GABELLI HEALTHCARE & WELLNESSRx TRUST SALES AGREEMENT $62,500,000 value of
Sales Agreement • June 13th, 2016 • 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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Seventh Amendment to Transfer Agency and Service Agreement
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’’).

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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