SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 18, 2009
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To the Shareholders of
THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Healthcare & Wellness(Rx) Trust (the "Fund") will be
held at The Cole Auditorium, The Greenwich Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830, on Monday, May 18, 2009, at 12:00 p.m., for the
following purposes:
1. To elect three (3) Trustees of the Fund, to be elected by the holders
of the Fund's Common Shares (PROPOSAL 1); and
2. To consider and vote upon such other matters, including adjournments,
as may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 16, 2009 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE,
SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING
THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIALS.
By Order of the Board of Trustees,
BRUCE N. ALPERT
SECRETARY
April 6, 2009
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration.
3. ALL OTHER ACCOUNTS: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ -----------------------
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith, Executor
Estate of Jane Smith John B. Smith, Executor
TELEPHONE/INTERNET VOTING
Various brokerage firms may offer the convenience of providing you voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement, Notice of
Internet Availability of Proxy Materials, and proxy card.
THE GABELLI HEALTHCARE & WELLNESS(Rx) TRUST
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ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2009
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Gabelli Healthcare & Wellness(Rx) Trust
(the "Fund") for use at the Annual Meeting of Shareholders of the Fund to be
held on Monday, May 18, 2009, at 12:00 p.m., at The Cole Auditorium, The
Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at
any adjournments thereof (the "Meeting"). A Notice of Internet Availability of
Proxy Materials was mailed on or about April 6, 2009. The Proxy Statement and a
proxy card are available upon request, without charge, by calling 800-579-1639.
The Proxy Statement is also available on the Internet at www.proxyvote.com.
In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Computershare Trust Company, N.A.
("Computershare"), the Fund's transfer agent, and affiliates of Computershare or
other representatives of the Fund also may solicit proxies by telephone,
telegraph, Internet, or in person. In addition, the Fund has retained Broadridge
to assist in the solicitation of proxies for a minimum fee of $1,000 plus
reimbursement of expenses. The Fund will pay the costs of the proxy solicitation
and the expenses incurred in connection with preparing the Proxy Statement and
its enclosures. The Fund will also reimburse brokerage firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
its shares.
THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2008, IS AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT ONE CORPORATE CENTER,
RYE, NEW YORK 10580-1422, BY CALLING THE FUND AT 800-422-3554, OR VIA THE
INTERNET AT www.gabelli.com.
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the Shares (as defined below) represented thereby will be voted
"FOR" the election of the nominees as Trustees as described in this Proxy
Statement, unless instructions to the contrary are marked thereon, and at the
discretion of the proxy holders as to the transaction of any other business that
may properly come before the Meeting. Any shareholder who has given a proxy has
the right to revoke it at any time prior to its exercise either by attending the
Meeting and voting his or her shares in person or by submitting a letter of
revocation or a later-dated proxy to the Fund at the above address prior to the
date of the Meeting.
A quorum of shareholders is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event a quorum is not present at the
Meeting, or in the event that a quorum is present at the Meeting but sufficient
votes to approve any of the proposed items are not received, the persons named
as proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to such adjournment if sufficient
votes have been received for approval and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
"FOR" any proposal in favor of such adjournment and will vote those proxies
required to be voted "AGAINST" any proposal against any such adjournment. Absent
the establishment of a subsequent record date and the giving of notice to the
holders of record thereon, the adjourned Meeting must take place not more than
120 days after the record date. At such adjourned Meeting, any business may be
transacted which might have been transacted at the original Meeting. If a quorum
is present, a shareholder vote may be taken on one or more of the proposals
properly brought before the Meeting prior to any adjournment if sufficient votes
have been received and it is otherwise appropriate.
1
The close of business on March 16, 2009 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
Each shareholder is entitled to one vote for each full share held and an
appropriate fraction of a vote for each fractional share held. On the record
date, there were 8,474,459 common shares, par value $0.001 per share (the
"Common Shares" or the "Shares").
As of the record date, there were no persons known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding Common Shares.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
PROPOSAL COMMON SHAREHOLDERS
-------- -----------------------------
1. Election of Trustees Common Shareholders,
vote to elect three Trustees:
Anthony J. Colavita,
Robert C. Kolodny, and
Salvatore J. Zizza
2. Other Business
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
2
PROPOSAL 1: TO ELECT THREE (3) TRUSTEES OF THE FUND
NOMINEES FOR THE BOARD OF TRUSTEES
The Board of Trustees is divided into three classes, each class having a
term of three years. Each year the term of office of one class will expire.
Anthony J. Colavita, Robert C. Kolodny, and Salvatore J. Zizza have each been
nominated by the Board of Trustees for a three-year term to expire at the Fund's
2012 Annual Meeting of Shareholders or until their successors are duly elected
and qualified. Each of the Trustees of the Fund has served in that capacity
since the February 22, 2007 organizational meeting of the Fund. All of the
Trustees of the Fund are also directors or trustees of other investment
companies for which Gabelli Funds, LLC (the "Adviser") or its affiliates serve
as investment adviser. The classes of Trustees are indicated below:
NOMINEES SERVING UNTIL 2012 ANNUAL MEETING OF SHAREHOLDERS
Anthony J. Colavita
Robert C. Kolodny
Salvatore J. Zizza
TRUSTEES SERVING UNTIL 2011 ANNUAL MEETING OF SHAREHOLDERS
Mario J. Gabelli, CFA
Vincent D. Enright
Anthonie C. van Ekris
TRUSTEES SERVING UNTIL 2010 ANNUAL MEETING OF SHAREHOLDERS
Thomas E. Bratter
James P. Conn
Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy "FOR" the election of the nominees named above. Each
nominee has indicated that he has consented to serve as a Trustee if elected at
the Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.
3
INFORMATION ABOUT TRUSTEES AND OFFICERS
Set forth in the table below are the existing Trustees and Nominees,
including those Trustees who are not considered to be "interested persons," as
defined in the Investment Company Act of 1940, as amended, (the "1940 Act") (the
"Independent Trustees"), for election to the Board of the Fund and officers of
the Fund, including information relating to their respective positions held with
the Fund, a brief statement of their principal occupations during the past five
years, and other directorships (excluding other funds managed by the Adviser),
if any.
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
NAME, POSITION(S) LENGTH OF COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN BY
AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY TRUSTEE TRUSTEE
---------------------------- ------------- ----------------------------------------- ------------------------------ ------------
INTERESTED TRUSTEE(3):
MARIO J. GABELLI Since 2007** Chairman and Chief Executive Officer of Director of Morgan Group 26
Trustee and GAMCO Investors, Inc. and Chief Holdings, Inc. (holding
Chief Investment Officer Investment Officer - Value Portfolios of company); Chairman of the
Age: 66 Gabelli Funds, LLC and GAMCO Asset Board of LICT Corp.
Management Inc.; Director/ Trustee or (multimedia and communication
Chief Investment Officer of other services)
registered investment companies in the
Gabelli/GAMCO Funds complex; Chairman and
Chief Executive Officer of GGCP, Inc.
INDEPENDENT TRUSTEES/NOMINEES(4):
THOMAS E. BRATTER Since 2007*** Director, President, and Founder of The -- 4
Trustee John Dewey Academy (residential college
Age: 69 preparatory therapeutic high school)
ANTHONY J. COLAVITA Since 2007* President of the law firm of Anthony J. -- 36
Trustee Colavita, P.C.
Age: 73
JAMES P. CONN Since 2007*** Former Managing Director and Chief -- 18
Trustee Investment Officer of Financial Security
Age: 70 Assurance Holdings Ltd. (1992-1998)
VINCENT D. ENRIGHT Since 2007** Former Senior Vice President and Chief Director of Echo 16
Trustee Financial Officer of KeySpan Corp. Therapeutics, Inc.
Age: 65 (public utility) (1994-1998) (therapeutics and diagnostics)
ROBERT C. KOLODNY Since 2007* Physician, author, and lecturer (self- -- 2
Trustee employed) since 1983; General Partner of
Age: 64 KBS Partnership, KBS II Investment
Partnership, KBS III Investment
Partnership, KBS IV Limited Partnership,
KBS New Dimensions, L.P., (private
investment partnerships) since 1981;
managing member, KBS Management LLC
(investment advisor) (since 2006);
Medical Director and Chairman of the
Board of the Behavioral Medicine
Institute since 1983
ANTHONIE C. VAN EKRIS Since 2007** Chairman of BALMAC International, Inc. -- 20
Trustee (commodities and futures trading)
Age: 74
4
NUMBER OF
TERM OF PORTFOLIOS
OFFICE AND IN FUND
NAME, POSITION(S) LENGTH OF COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN BY
AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY TRUSTEE TRUSTEE
---------------------------- ------------- ----------------------------------------- ------------------------------ ------------
INDEPENDENT TRUSTEES/NOMINEES(4):
SALVATORE J. ZIZZA Since 2007* Chairman of Zizza & Co., Ltd. Director of Hollis-Eden 28
Trustee (consulting) Pharmaceuticals
Age: 63 (biotechnology) and Earl
Scheib, Inc. (automotive
services)
OFFICERS(5):
TERM OF OFFICE
NAME, POSITION(S) AND LENGTH OF PRINCIPAL OCCUPATION(S)
ADDRESS(1) AND AGE TIME SERVED(2) DURING PAST FIVE YEARS
------------------------ -------------- ----------------------------------------------------------------
BRUCE N. ALPERT Since 2008 Executive Vice President and Chief Operating Officer of Gabelli
Secretary Funds, LLC since 1988; Officer of all of the registered
Age: 57 investment companies in the Gabelli/GAMCO Funds complex;
Chairman of Teton Advisors, Inc. (formerly Gabelli Advisers,
Inc.) since 2008 and Director and President from 1998-2008
CARTER W. AUSTIN Since 2007 Vice President of the Fund since 2007; Vice President of other
Vice President registered investment companies in the Gabelli/GAMCO Funds
Age: 42 complex; Vice President of Gabelli Funds, LLC since 1996
PETER D. GOLDSTEIN Since 2007 Director of Regulatory Affairs for GAMCO Investors, Inc. since
Chief Compliance Officer 2004; Chief Compliance Officer of all of the registered
Age: 55 investment companies in the Gabelli/ GAMCO Funds complex; Vice
President of Goldman Sachs Asset Management from 2000-2004
AGNES MULLADY Since 2007 Vice President of Gabelli Funds, LLC since 2007; Officer of all
President and Treasurer of the registered investment companies in the Gabelli/GAMCO
Age: 50 Funds complex; Senior Vice President of U.S. Trust Company, N.A.
and Treasurer and Chief Financial of Excelsior Funds from
2004-2005; Chief Financial Officer of AMIC Distribution Partners
from 2002-2004
DAVID I. SCHACHTER Since 2007 Vice President of the Fund since 2007; Vice President of other
Vice President registered investment companies in the Gabelli/GAMCO Funds
Age: 55 complex; Vice President of Gabelli & Company, Inc. since 1999
ADAM E. TOKAR Since 2007 Assistant Vice President of the Fund since 2007; Portfolio
Assistant Vice President Administrator for GAMCO Asset Management, Inc. since 2003
and Ombudsman
Age: 29
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(1) Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
(2) The Fund's Board of Trustees is divided into three classes, each class
having a term of three years. Each year the term of office of one class
expires and the successor or successors elected to such class serve for a
three-year term.
(3) "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli is
considered to be an "interested person" of the Fund because of his
affiliation with Gabelli Funds, LLC, which is the Fund's investment
adviser, and Gabelli & Company, Inc., which executes portfolio transactions
for the Fund, and as a controlling shareholder because of the level of his
ownership of common shares of the Fund.
(4) Trustees who are not considered to be "interested persons" of the Fund as
defined in the 1940 Act are considered to be "Independent" Trustees.
(5) Each officer will hold office for an indefinite term until the date he or
she resigns or retires or until his or her successor is elected and
qualified.
* Nominee to serve, if elected, until the Fund's 2012 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
** Term continues until the Fund's 2011 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
*** Term continues until the Fund's 2010 Annual Meeting of Shareholders or
until his successor is duly elected and qualified.
5
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
TRUSTEE AND NOMINEE FOR ELECTION AS TRUSTEE
Set forth in the table below is the dollar range of equity securities in
the Fund beneficially owned by each Trustee and Nominee for election as Trustee
and the aggregate dollar range of equity securities in the Fund complex
beneficially owned by each Trustee and Nominee for election as Trustee.
DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD IN
NAME OF TRUSTEE/NOMINEE IN THE FUND*(1) FUND COMPLEX*(1)(2)
----------------------- ---------------------- --------------------------------
INTERESTED TRUSTEE:
Mario J. Gabelli E E
INDEPENDENT TRUSTEES/NOMINEES:
Thomas E. Bratter C E
Anthony J. Colavita** C E
James P. Conn E E
Vincent D. Enright A E
Robert C. Kolodny C C
Anthonie C. van Ekris** C E
Salvatore J. Zizza B E
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* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2008.
** Messrs. Colavita and van Ekris each beneficially own less than 1% of the
common stock of The LGL Group, Inc., having a value of $2,601 and $3,120,
respectively, as of December 31, 2008. Mr. van Ekris beneficially owns less
than 1% of the common stock of LICT Corp. and CIBL, Inc. having a value of
$60,624 and $0, respectively, as of December 31, 2008. The LGL Group, Inc.,
LICT Corp., and CIBL, Inc. may be deemed to be controlled by Mario J.
Gabelli and in that event would be deemed to be under common control with
the Fund's Adviser.
(1) This information has been furnished by each Trustee and Nominee for
election as Trustee as of December 31, 2008. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
(2) The "Fund Complex" includes all the funds that are considered part of the
same fund complex as the Fund because they have common or affiliated
investment advisers.
6
Set forth in the table below is the amount of shares beneficially owned by
each Trustee, Nominee for election as Trustee, and executive officer of the
Fund.
AMOUNT AND NATURE OF PERCENT OF SHARES
NAME OF TRUSTEE/NOMINEE/OFFICER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------------- ------------------------ -----------------
INTERESTED TRUSTEE:
Mario J. Gabelli 86,013(3) 1.0%
INDEPENDENT TRUSTEES/NOMINEES:
Thomas E. Bratter 1,557 *
Anthony J. Colavita 2,233(4) *
James P. Conn 22,327 *
Vincent D. Enright 0 *
Robert C. Kolodny 2,296(5) *
Anthonie C. van Ekris 3,000 *
Salvatore J. Zizza 544 *
OFFICER(S):
Bruce N. Alpert 39 *
Agnes Mullady 0 *
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(1) This information has been furnished by each Trustee, Nominee for election
as Trustee, and executive officer as of December 31, 2008. "Beneficial
Ownership" is determined in accordance with Section 16a-1(a)(2) of the 1934
Act.
(2) An asterisk indicates that the ownership amount constitutes less than 1% of
the total shares outstanding. The Trustees, Nominees for election as
Trustee, and executive officers ownership as a group constitutes 1.4% of
the total common shares outstanding.
(3) Includes 47,398 common shares owned directly by Mr. Gabelli and 38,615
common shares owned by GAMCO Investors, Inc. or its affiliates. Mr. Gabelli
disclaims beneficial ownership of the shares held by the discretionary
accounts and by the entities named except to the extent of his interest in
such entities.
(4) Comprised of 2,233 common shares owned by Mr. Colavita's spouse for which
he disclaims beneficial ownership.
(5) Includes 95 common shares owned by Dr. Kolodny's daughters for which he
disclaims beneficial ownership.
The Fund pays each Trustee who is not affiliated with the Adviser or its
affiliates a fee of $3,000 per year plus $1,000 per meeting attended in person
and $500 per telephonic or committee meeting attended in person, together with
the Trustee's actual out-of-pocket expenses relating to his attendance at such
meetings. In addition, the Lead Director receives an annual fee of $1,000, the
Audit Committee Chairman receives an annual fee of $3,000 and the Nominating
Committee Chairman receives an annual fee of $2,000. A Trustee may receive a
single meeting fee, allocated among the participating funds, for participation
in certain meetings on behalf of multiple funds. The aggregate remuneration (not
including out-of-pocket expenses) paid by the Fund to such Trustees during the
period ended December 31, 2008 amounted to $54,490. During the period ended
December 31, 2008, the Trustees of the Fund met five times, one of which was a
special meeting of the Fund. Each Trustee then serving in such capacity attended
at least 75% of the meetings of Trustees and of any Committee of which he is a
member.
AUDIT COMMITTEE REPORT
The role of the Fund's Audit Committee (the "Audit Committee") is to assist
the Board of Trustees in its oversight of (i) the quality and integrity of the
Fund's financial statement reporting process and the independent audit and
reviews thereof; (ii) the Fund's accounting and financial reporting policies and
practices, its internal controls, and, as appropriate, the internal controls of
certain of its service providers; (iii) the Fund's compliance with legal and
regulatory requirements; and (iv) the independent registered public accounting
firm's qualifications, independence, and performance. The Audit Committee also
is required to prepare an audit committee report pursuant to the rules of the
Securities and Exchange Commission (the "SEC") for inclusion in the Fund's
annual proxy statement. The Audit Committee operates pursuant to the Audit
Committee Charter (the "Audit Charter") that was most recently reviewed and
approved by the Board of Trustees on February 26, 2009. The Audit Charter is
available on the Fund's website at www.gabelli.com.
Pursuant to the Audit Charter, the Audit Committee is responsible for
conferring with the Fund's independent registered public accounting firm,
reviewing annual financial statements, approving the selection of the Fund's
7
independent registered public accounting firm, and overseeing the Fund's
internal controls. The Audit Charter also contains provisions relating to the
pre-approval by the Audit Committee of certain non-audit services to be provided
by PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") to the Fund and to the
Adviser and certain of its affiliates. The Audit Committee advises the full
Board with respect to accounting, auditing, and financial matters affecting the
Fund. As set forth in the Audit Charter, management is responsible for
maintaining appropriate systems for accounting and internal control, and the
Fund's independent registered public accounting firm is responsible for planning
and carrying out proper audits and reviews. The independent registered public
accounting firm is ultimately accountable to the Board of Trustees and to the
Audit Committee, as representatives of shareholders. The independent registered
public accounting firm for the Fund reports directly to the Audit Committee.
In performing its oversight function, at a meeting held on February 24,
2009, the Audit Committee reviewed and discussed with management of the Fund and
PricewaterhouseCoopers the audited financial statements of the Fund as of and
for the period ended December 31, 2008, and discussed the audit of such
financial statements with the independent registered public accounting firm.
In addition, the Audit Committee discussed with the independent registered
public accounting firm the accounting principles applied by the Fund and such
other matters brought to the attention of the Audit Committee by the independent
registered public accounting firm as required by Statement of Auditing Standards
No. 61, COMMUNICATIONS WITH AUDIT COMMITTEES, as currently modified or
supplemented. The Audit Committee also received from the independent registered
public accounting firm the written disclosures and statements required by the
SEC's independence rules, delineating relationships between the independent
registered public accounting firm and the Fund, and discussed the impact that
any such relationships might have on the objectivity and independence of the
independent registered public accounting firm.
As set forth above, and as more fully set forth in the Audit Charter, the
Audit Committee has significant duties and powers in its oversight role with
respect to the Fund's financial reporting procedures, internal control systems,
and the independent audit process.
The members of the Audit Committee are not, and do not represent themselves
to be, professionally engaged in the practice of auditing or accounting and are
not employed by the Fund for accounting, financial management, or internal
control purposes. Moreover, the Audit Committee relies on and makes no
independent verification of the facts presented to it or representations made by
management or the Fund's independent registered public accounting firm.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and/or
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with the standards of the Public Company Accounting Oversight Board (United
States) or that the financial statements are presented in accordance with
generally accepted accounting principles (United States).
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the Fund's independent
registered public accounting firm, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit Charter
and those discussed above, the Audit Committee recommended to the Fund's Board
of Trustees that the Fund's audited financial statements be included in the
Fund's Annual Report for the period ended December 31, 2008.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF TRUSTEES
Vincent D. Enright, Chairman
Anthony J. Colavita
Salvatore J. Zizza
February 26, 2009
8
The Audit Committee met three times during the period ended December 31,
2008, one of which was a special meeting. The Audit Committee is composed of
three of the Fund's Independent (as such term is defined by the New York Stock
Exchange's listing standards (the "NYSE Listing Standards")) Trustees, namely
Messrs. Colavita, Enright, and Zizza. Each member of the Audit Committee has
been determined by the Board of Trustees to be financially literate.
NOMINATING COMMITTEE
The Board of Trustees has a Nominating Committee composed of three
Independent (as such term is defined by the NYSE Listing Standards) Trustees,
namely Messrs. Colavita, Enright, and Zizza. The Nominating Committee did not
meet during the period ended December 31, 2008. The Nominating Committee is
responsible for identifying and recommending to the Board of Trustees
individuals believed to be qualified to become Board members in the event that a
position is vacated or created. The Nominating Committee will consider Trustee
candidates recommended by shareholders. In considering candidates submitted by
shareholders, the Nominating Committee will take into consideration the needs of
the Board of Trustees, the qualifications of the candidate, and the interests of
shareholders. The Nominating Committee may also take into consideration the
number of shares held by the recommending shareholder and the length of time
that such shares have been held. To recommend a candidate for consideration by
the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:
- The name of the shareholder and evidence of the shareholder's
ownership of shares of the Fund, including the number of shares owned
and the length of time of ownership;
- The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustee of the Fund, and the person's
consent to be named as a Trustee if selected by the Nominating
Committee and nominated by the Board of Trustees; and
- If requested by the Nominating Committee, a completed and signed
trustees' questionnaire.
The shareholder recommendation and information described above must be sent
to the Fund's Secretary, c/o Gabelli Funds, LLC, at One Corporate Center, Rye,
NY 10580-1422, and must be received by the Secretary no less than 120 days prior
to the anniversary date of the Fund's most recent annual meeting of shareholders
or, if the meeting has moved by more than 30 days, a reasonable amount of time
before the meeting.
The Nominating Committee believes that the minimum qualifications for
serving as a Trustee of the Fund are that the individual demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board of Trustees' oversight of the business and affairs of
the Fund and have an impeccable record and reputation for honest and ethical
conduct in both his or her professional and personal activities. In addition,
the Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of
interest, and independence from management and the Fund. The Nominating
Committee also seeks to have the Board of Trustees represent a diversity of
backgrounds and experience.
The Board of Trustees adopted a Nominating Committee charter on February
22, 2007. The charter is available on the Fund's website at www.gabelli.com.
OTHER BOARD-RELATED MATTERS
The Board of Trustees has established the following procedures in order to
facilitate communications between the Board and the shareholders of the Fund and
other interested parties.
Receipt of Communications
Shareholders and other interested parties may contact the Board or any
member of the Board by mail or electronically. To communicate with the Board or
any member of the Board, correspondence should be addressed to the Board or the
Board member(s) with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund at Gabelli Funds, LLC, One
Corporate Center, Rye, NY 10580-1422.
9
To communicate with the Board electronically, shareholders may go to the
corporate website at www.gabelli.com under the heading "Contact Us/Contact Us by
Email/Board of Directors (Gabelli Closed-End Funds)."
FORWARDING THE COMMUNICATIONS
All communications received will be opened by the office of the General
Counsel of the Adviser for the sole purpose of determining whether the contents
represent a message to one or more Trustees. The office of the General Counsel
will forward promptly to the addressee(s) any contents that relate to the Fund
and that are not in the nature of advertising, promotions of a product or
service, or patently offensive or otherwise objectionable material. In the case
of communications to the Board of Trustees or any committee or group of members
of the Board, the General Counsel's office will make sufficient copies of the
contents to send to each Trustee who is a member of the group or committee to
which the envelope or e-mail is addressed.
The Fund does not expect Trustees or Nominees for election as Trustee to
attend the Annual Meeting of Shareholders.
The following table sets forth certain information regarding the
compensation of the Fund's Trustees and officers for the year ended December
31, 2008. Mr. Tokar is employed by the Fund and is not employed by the Adviser
(although he may receive incentive-based variable compensation from affiliates
of the Adviser). Officers of the Fund who are employed by the Adviser receive no
compensation or expense reimbursement from the Fund.
COMPENSATION TABLE
FOR THE PERIOD ENDED DECEMBER 31, 2008
AGGREGATE AGGREGATE COMPENSATION FROM
COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO TRUSTEES*
--------------------------- ------------- ---------------------------
INTERESTED TRUSTEE:
MARIO J. GABELLI $ 0 $ 0 (26)
Chairman of the Board and
Chief Investment Officer
INDEPENDENT TRUSTEES/NOMINEES:
THOMAS E. BRATTER $ 7,000 $ 41,000 (4)
Trustee
ANTHONY J. COLAVITA $ 10,618 $251,034 (36)
Trustee
JAMES P. CONN $ 7,500 $122,590 (17)
Trustee
VINCENT D. ENRIGHT $ 11,767 $123,423 (16)
Trustee
ROBERT C. KOLODNY $ 7,000 $ 13,000 (2)
Trustee
ANTHONIE C. VAN EKRIS $ 7,000 $114,500 (19)
Trustee
SALVATORE J. ZIZZA $ 8,605 $187,326 (27)
Trustee
OFFICER:
ADAM E. TOKAR $100,000
Assistant Vice President and Ombudsman
----------
* Represents the total compensation paid to such persons during the period
ended December 31, 2008 by investment companies (including the Fund) or
portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated investment advisers. The number in parentheses
represents the number of such investment companies and portfolios.
10
REQUIRED VOTE
The election of each of the listed Nominees for Trustee of the Fund
requires the affirmative vote of the holders of a plurality of the Shares of the
Fund represented at the Meeting if a quorum is present.
THE BOARD OF TRUSTEES, INCLUDING THE "INDEPENDENT" TRUSTEES, UNANIMOUSLY
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE.
ADDITIONAL INFORMATION
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers, 300 Madison Avenue, New York, NY 10017, has been
selected to serve as the Fund's independent registered public accounting firm
for the fiscal year ending December 31, 2009. PricewaterhouseCoopers acted as
the Fund's independent registered public accounting firm for the period ended
December 31, 2008. The Fund knows of no direct financial or material indirect
financial interest of PricewaterhouseCoopers in the Fund. A representative of
PricewaterhouseCoopers will not be present at the Meeting, but will be available
by telephone and will have an opportunity to make a statement, if asked, and
will be available to respond to appropriate questions.
Set forth in the table below are audit fees and non-audit related fees
billed to the Fund by PricewaterhouseCoopers for professional services received
during and for the period ended December 31, 2007.
PERIOD ENDED AUDIT-RELATED
DECEMBER 31 AUDIT FEES FEES TAX FEES* ALL OTHER FEES
------------ ---------- ------------- --------- --------------
2007 $47,000 -- $4,350 --
2008 $31,900 -- $3,250 --
* "Tax Fees" are those fees billed by PricewaterhouseCoopers in connection
with tax compliance services, including primarily the review of the Fund's
income tax returns.
The Fund's Audit Charter requires that the Audit Committee pre-approve all
audit and non-audit services to be provided by the independent registered public
accounting firm to the Fund, and all non-audit services to be provided by the
independent registered public accounting firm to the Fund's Adviser and service
providers controlling, controlled by, or under common control with the Fund's
Adviser ("affiliates") that provide on-going services to the Fund (a "Covered
Services Provider"), if the engagement relates directly to the operations and
financial reporting of the Fund. The Audit Committee may delegate its
responsibility to pre-approve any such audit and permissible non-audit services
to the Chairman of the Audit Committee, and the Chairman must report his
decision(s) to the Audit Committee, at its next regularly scheduled meeting
after the Chairman's pre-approval of such services. The Audit Committee may also
establish detailed pre-approval policies and procedures for pre-approval of such
services in accordance with applicable laws, including the delegation of some or
all of the Audit Committee's pre-approval responsibilities to other persons
(other than the Adviser or the Fund's officers). Pre-approval by the Audit
Committee of any permissible non-audit services is not required so long as: (i)
the aggregate amount of all such permissible non-audit services provided to the
Fund, the Adviser, and any Covered Services Provider constitutes not more than
5% of the total amount of revenues paid by the Fund to its independent
registered public accounting firm during the year in which the permissible
non-audit services are provided; (ii) the permissible non-audit services were
not recognized by the Fund at the time of the engagement to be non-audit
services; and (iii) such services are promptly brought to the attention of the
Audit Committee and approved by the Audit Committee or the Chairman prior to the
completion of the audit. All of the audit, audit-related, and tax services
described above for which PricewaterhouseCoopers billed the Fund fees for the
period ended December 31, 2007 and December 31, 2008 were pre-approved by the
Audit Committee.
11
For the period ended December 31, 2008, PricewaterhouseCoopers has
represented to the Fund that it did not provide any non-audit services (or bill
any fees for such services) to the Adviser or any affiliates thereof that
provide services to the Fund.
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Fund's Adviser and Administrator and its business
address is One Corporate Center, Rye, New York 10580-1422.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the
rules thereunder, require the Fund's executive officers and Trustees, executive
officers and directors of the Adviser, certain other affiliated persons of the
Adviser, and persons who own more than 10% of a registered class of the Fund's
securities to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it received for the period ended December 31, 2008, the Fund
believes that during that year such persons complied with all such applicable
filing requirements.
BROKER NON-VOTES AND ABSTENTIONS
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but that have
not been voted. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The affirmative vote of a plurality of votes cast for each Nominee by the
shareholders entitled to vote for a particular Nominee is necessary for the
election of a Trustee. Abstentions or broker non-votes will not be counted as
votes cast and will have no effect on the result of the vote. Abstentions or
broker non-votes, however, will be considered to be present at the Meeting for
purposes of determining the existence of a quorum.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 2009.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees of the Fund do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters, including adjournments, are properly brought before the
Meeting, the persons named in the accompanying proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2010
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than December 7, 2009.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.
12
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS MAY PROVIDE THEIR VOTE BY TELEPHONE OR THE INTERNET BY
FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD OR NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS.
13
GRX-PS-2009
PROXY TABULATOR TO VOTE BY INTERNET
P.O. BOX 9112
FARMINGDALE, NY 11735 1) Read the Proxy Statement and have the proxy
card below at hand.
2) Go to website www.proxyvote.com
3) Follow the instructions provided on the
website.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy
card below at hand.
2} Call 1-800-690-6903
3) Follow the instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card
below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope
provided.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M12450 KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
THE GABELLI HEALTHCARE & WELLNESS(RX) TRUST
COMMON SHAREHOLDER
[A] ELECTION OF TRUSTEES -- THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR EACH FOR WITHHOLD FOR ALL To withhold authority to vote for
OF THE NOMINEES LISTED. ALL ALL EXCEPT any individual nominee(s), mark
"For All Except" and write the
1. To elect three (3) Trustees of the Fund: name(s) of the nominee(s) on the
line below.
NOMINEES: [ ] [ ] [ ]
----------------------------------
01) Anthony J. Colavita
02) Robert C. Kolodny
03) Salvatore J. Zizza
[B] AUTHORIZED SIGNATURES--THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- SIGN AND
DATE BELOW
Please sign this proxy exactly as your name(s) appear(s) in the records of the Fund. If joint owners,
either may sign. Trustees and other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a corporation, this signature should be
that of an authorized officer who should state his or her title.
---------------------------------- --------------------- ---------------------------------- ---------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:
The Notice and Proxy Statement is available at www.proxyvote.com.
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
------------------------------------------------------------------------------------------------------------------------
M12451
THE GABELLI HEALTHCARE & WELLNESS(RX) TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Mario J. Gabelli, Agnes Mullady and Bruce N. Alpert, and each of them, attorneys and
proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of The Gabelli Healthcare & Wellness(Rx) Trust (the "Fund") which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at The Cole Auditorium, The Greenwich
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830 on Monday, May 18, 2009, at 12:00 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement and
hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the Meeting.
A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election of the nominees as Trustees and in the discretion of the proxy holder
as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion
of Proposal No. 1.
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| PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. |
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