Exhibit (l)(2)
PURCHASE AGREEMENT
The Gabelli Growth Fund (the "Fund"), a Massachusetts business trust, and
Gabelli & Company, Inc. (the "Buyer") hereby
agree as follows:
1. The Fund hereby offers the Buyer and the Buyer hereby purchases one
Class A Share (the "Share") of the Fund, at a price of $10.00. The Share is the
"initial Class A Share" of the Fund. The Buyer hereby acknowledges receipt of a
purchase confirmation reflecting the purchase of the Share, and the Fund hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Fund that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his or her capacity as an officer of the
Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of April, 2000.
Attest: THE GABELLI GROWTH FUND
/S/XXXXX X. XXXXX By:/S/XXXXX X. XXXXXX
Xxxxx X. XxXxx Xxxxx X. Xxxxxx
Secretary President and Treasurer
Attest: GABELLI & COMPANY, INC.
/S/XXXXXXX XXXXXXXX By:/S/XXXXXX X. XXXXXXX
Name:Xxxxxxx Xxxxxxxx Name:Xxxxxx X. Xxxxxxx
Title:Vice President Title:Vice President
