EXHIBIT 23(D)
CONTRACTUAL MANAGEMENT FEE WAIVER AND
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this 1st day of January, 2007 by and between THE GABELLI
BLUE CHIP VALUE FUND, a Delaware business trust (the "Fund"), and GABELLI FUNDS,
LLC (the "Adviser").
With respect to the Fund, the Adviser hereby agrees to waive management
fees and/or reimburse expenses to the extent necessary to maintain the Fund's
Total Annual Operating Expenses at 2.00% for Class AAA Shares, 2.00% for Class A
Shares, 2.75% for Class B Shares, 2.75% for Class C Shares and 1.75% for Class I
Shares of the average daily net assets of the Fund.
This Agreement shall be renewable at the end of each one-year period
for an additional one-year period upon the written agreement of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE GABELLI BLUE CHIP VALUE FUND GABELLI FUNDS, LLC
By: /S/ XXXXX X. XXXXXX By: /S/ XXXXX X. XXXXX
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XXXXX X. XXXXXX XXXXX X. XXXXX
Attest: /S/ XXXXXXXXX XXXXXXX Attest: /S/ XXXXXXXXX XXXXXXX
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