EXHIBIT 8(b)
FORM OF
FIRST AMENDMENT TO
THE GABELLI VALUE FUND, INC.
CUSTODY AGREEMENT
This First Amendment, dated as of _________________, 1997, to the
Custody Agreement dated as of September 19, 1989 (the "Custody Agreement"), by
and between BOSTON SAFE DEPOSIT AND TRUST COMPANY, a Massachusetts trust company
(the "Custodian") and THE GABELLI VALUE FUND, INC., a Maryland corporation (the
"Fund").
WHEREAS, the Fund has retained the Custodian as the Fund's
custodian pursuant to the Custody Agreement; and
WHEREAS, the Fund and the Custodian desire to amend certain provisions
of the Custody Agreement and to continue the Custody Agreement in the manner
described below.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants
herein contained, the parties agree as follows:
1. A new Section 11(k) is hereby added to the Custody Agreement and
reads as follows:
(k) Overdraft Facility and Security for Payment. In the event
that the Custodian is directed by Written Instruction (or Oral
Instructions confirmed in writing in accordance with Section 11(i)
hereof) to make any payment or transfer of monies on behalf of the Fund
for which there would be, at the close of business on the date of such
payment or transfer, insufficient monies held by the Custodian on
behalf of the Fund, the Custodian may, in its sole discretion, provide
an overdraft (an "Overdraft") to the Fund in an amount sufficient to
allow the completion of such payment or transfer. Any Overdraft
provided hereunder: (a) shall be payable on the next Business Day,
unless otherwise agreed by the Fund and the Custodian; and (b) shall
accrue interest from the date of the Overdraft to the date of payment
in full by the Fund at a rate agreed upon in writing, from time to
time, by the Custodian and the Fund. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily
finance the purchase of Securities for prompt delivery in accordance
with the terms hereof, to meet unanticipated or unusual redemptions, to
allow the settlement of foreign exchange contracts or to meet other
emergency expenses not reasonably foreseeable by the Fund. The
Custodian shall promptly notify the Fund in writing (an "Overdraft
Notice") of any Overdraft by facsimile transmission or in such other
manner as the Fund and the Custodian may agree in writing. To secure
payment of any Overdraft, the Fund hereby grants to the Custodian a
continuing security interest in and right of setoff against the
Securities and cash in the Fund's account from time to time in the full
amount of such Overdraft. Should the Fund fail to pay promptly any
amounts owed hereunder, the Custodian shall be entitled to use
available cash in the Fund's account and to liquidate Securities in the
account as is necessary to meet the Fund's obligations under the
Overdraft. In any such case, and without limiting the foregoing, the
Custodian shall be entitled to take such other action(s) or exercise
such other options, powers and rights as the Custodian now or hereafter
has as a secured creditor under the Massachusetts Uniform Commercial
Code or any other applicable law.
2. Except as amended hereby and expressly hereinabove provided, the
Custody Agreement shall continue in full force and effect, subject to and in
accordance with the provisions of Section 12 of the Custody Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their officers thereunto duly authorized as of the day and
year first above written.
THE GABELLI VALUE FUND, INC.
By:
Title:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
By:
Title:
