0000950123-10-078657 Sample Contracts

THE GABELLI HEALTHCARE & WELLNESSRx TRUST (a Delaware Statutory Trust) [_____] Shares of Series [___] Preferred Shares UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2010 • 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 Wells Fargo Securities, LLC (“Wells Fargo Securities”) 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 Wells Fargo Securities 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 [___] Preferred Shares (the “Shares”).

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Transfer Agency and Service Agreement Between Gabelli Healthcare & Wellness Rx Trust and Computershare Trust Company, N.A. and Computershare Inc.
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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