EXHIBIT (D)
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AMENDMENT NO. 1
TO THE INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 dated as of February 17, 1999 is entered into by
Gabelli Funds, LLC (the "Adviser") and The Gabelli Value Fund Inc. (the "Fund").
WHEREAS, the predecessor to the Adviser and the Fund entered into an
Investment Advisory Agreement dated as of March 1, 1994 (the "Investment
Advisory Agreement"); and
WHEREAS, the Adviser and the Fund wish to amend the Investment Advisory
Agreement to reflect the change in the Adviser's name;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The name "Gabelli Funds, Inc." in the Investment Advisory
Agreement is hereby deleted in all places where it appears
and replaced with the name "Gabelli Funds, LLC".
2. The Investment Advisory Agreement shall remain in full force
and effect in all other respects.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date and year first written above.
THE GABELLI VALUE FUND INC. GABELLI FUNDS, LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxx Xxxxxxxxxx