EXHIBIT 22(D)(2)
CONTRACTUAL MANAGEMENT FEE WAIVER AND
EXPENSE REIMBURSEMENT AGREEMENT
AGREEMENT made this 1st day of January, 2005 by and between THE GABELLI
UTILITIES 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 the end of each one-year period
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 UTILITIES FUND 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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