EXHIBIT (D)
THE GAMCO WESTWOOD FUNDS
AMENDED AND RESTATED CONTRACTUAL ADVISORY FEE WAIVER AND EXPENSE
DEFERRAL AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT, dated as of October 1, 2008, is by and
between the GAMCO Westwood Funds (the "Trust"), on behalf of its GAMCO Westwood
SmallCap Equity Fund, GAMCO Westwood Income Fund, and GAMCO Westwood
Intermediate Bond Fund (each a "Series"), and Teton Advisors, Inc. (the
"Manager").
WHEREAS, the Manager has been appointed the investment adviser of each
Series pursuant to the Investment Advisory Agreements between the Trust and the
Manager relating to each Series (the "Management Agreement");
NOW, THEREFORE, the Company and the Manager hereby agree as follows:
1. Until further notice from the Manager to the Company, the Manager
agrees, subject to Section 2 hereof, to (i) reduce the fees of each
class of shares of the Series payable to it under the Management
agreement and/or (ii) pay any operating expenses of each class of
shares of a Series, to the extent necessary to limit the operating
expenses of each class of shares of each Series (exclusive of
brokerage costs, interest, taxes, acquired fund fees and expenses and
extraordinary expenses) to the annual rate (as a percentage of the
average daily net assets attributable to each such class of share of
each Series) as set forth on Schedule A (the "Expense Cap").
2. Each Series agrees to repay ("Repayment") the Manager (i) the amount
of fees that, but for Section 1 hereof, would have been payable by the
Series to the Manager on account of the class of each Series in
question pursuant to the Management Agreement and (ii) the amount of
operating expenses of the Series that the Manager paid pursuant to
Section 1 hereof (collectively, "Deferred Fees and Expenses"), subject
to the limitations provided in this Section 2. Such Repayment shall be
made monthly, but only if and to the extent the operating expenses of
each class of a Series (exclusive of brokerage costs, interest, taxes,
acquired fund fees and expenses and extraordinary expenses), after
giving effect to such Repayment, is at an annual rate not in excess of
that reflected on Schedule A.
3. The Trust's Repayment obligation with respect to any class of a Series
of shares shall be applicable for a period of two fiscal years
following the fiscal year in which the Manager has reduced its fees or
paid operating expenses of each class of each Series as set forth in
Paragraph 1.
4. The Manager may by notice in writing to the Trust terminate, in whole
or in part, its obligation under Section 1 to reduce its fees and bear
expenses with respect to any Series in any period following the date
specified in such notice (or change the percentage specified on
Schedule A with respect to any class of shares of a Series), provided
however that this Agreement may not be terminated by the Manager, nor
may it be amended to increase the Expense Cap set forth in Schedule A,
prior to January 31, 2010. Thereafter, the Agreement may only be
terminated or amended to increase the expense cap as of January 31 of
each calendar year, provided that in the case of a termination by the
Manager, the Manager provide the Board with written notice of its
intention to terminate the Agreement prior to the expiration of its
then current term. No change or termination of this Agreement shall
affect
the obligation (including the amount of the obligation) of a Series to
repay amounts of Deferred Fees and Expenses with respect to periods
prior to the date specified in such notice.
5. Any payment by the Series to the Manger shall be deemed to be a
Repayment to the extent of any reimbursable Deferred Fees and Expenses
rather than a payment of a current amount.
6. The parties may amend this Agreement to add new series of stock by
amendment to Schedule A.
7. This Agreement shall be governed by the Laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
By: /s/ Xxxxx X. Xxxxxx
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President: GAMCO Westwood Funds
Attest: /s/ Xxxxxxxxx Xxxxxxx
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By: /s/ Xxxxxxxx Xxxxxxxxx
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Attest: /s/ Xxxxxxxxx Xxxxxxx
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SCHEDULE A
The Adviser hereby agrees to waive advisory fees and reimburse expenses to
the extent necessary to maintain Total Annual Operating Expenses at the
following levels for the following funds:
TOTAL ANNUAL OPERATING EXPENSES
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FUND CLASS AAA CLASS A CLASS B CLASS C CLASS I
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GAMCO Westwood SmallCap Equity Fund 1.50% 1.75% 2.25% 2.25% 1.25%
GAMCO Westwood Income Fund 1.50% 1.75% 2.25% 2.25% 1.25%
GAMCO Westwood Intermediate Bond Fund 1.00% 1.10% 1.75% 1.75% 0.75%
