EXHIBIT 23(D)(2)
FORM OF
CONTRACTUAL MANAGEMENT FEE WAIVER AND
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this 1st day of January, 2009 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 May 1, 2010 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: By:
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Xxxxx Xxxxxxx, Treasurer Xxxxx X. Xxxxxx
Attest: Attest:
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