EXHIBIT 22(D)(2)
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CONTRACTUAL MANAGEMENT FEE WAIVER AND
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this 1st day of January 2005 by and between XXX XXXXX
RESEARCH FUNDS, a Delaware statutory trust (the "Trust") on behalf of XXX XXXXX
RESEARCH ASSET ALLOCATION FUND (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, exclusive of any extraordinary expense, at
2.50% for Class AAA Shares, 2.50% for Class A Shares, 3.25% for Class B Shares,
3.25% for Class C Shares and 2.25% for Class I Shares of the average daily net
assets of the Fund.
This Agreement shall be in effect until April 30, 2005.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
XXX XXXXX RESEARCH FUNDS GABELLI FUNDS, LLC
By: /S/Xxxxx Xxxxxx By:/S/Xxxxx Xxxxx
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Attest: /S/ Xxxxxxxxx X. Xxxxxxx Attest:/S/Xxxxx Xxxxxx
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