THE GABELLI VALUE FUND, INC
EXHIBIT 77(I) CONT.
FIRST AMENDMENT TO AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED
DISTRIBUTION AGREEMENT is made as of November 18, 2009, by
and between The Gabelli Value Fund, Inc., a Maryland
corporation (the "Fund") and GABELLI & COMPANY, INC. (the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Fund and Distributor are parties to
that certain Amended and Restated Distribution Agreement,
dated as of March 1, 2000 (the "Distribution Agreement"),
pursuant to which the Distributor serves as distributor for
the shares of the Fund; and
WHEREAS, the Fund and Distributor desire to amend
the Distribution Agreement to reflect the adoption by the
Fund of a separate Rule 12b-1 Plan of Distribution on behalf
of its Class AAA shares.
NOW, THEREFORE, the parties hereby agree as follows:
1. Paragraph 2.3 of the Distribution Agreement is
hereby amended to:
"The Fund shall pay to the Distributor the proceeds
from any sales load imposed on the purchases of the Shares as
specified in the Registration Statement. The Fund has also
agreed to pay the Distributor such amounts as are set forth
in the Fund's Distribution Plans (the "Plan") adopted in
accordance with Rule 12b-1 under the 1940 Act with respect to
each of the Fund's Class A, Class B, Class C and Class AAA
Shares whereby the Fund may pay the Distributor (or other
"Designated Dealers" as defined in the Plan) for certain
distribution expenses incurred in connection with the
offering and sales of Fund Shares."
2. The Distribution Agreement, as expressly
amended hereby, shall continue in full force and effect.
3. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but
all taken together shall constitute one Agreement.
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IN WITNESS WHEREOF, the parties hereto have
executed this FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
as of the day and year first above written.
THE GABELLI VALUE FUND, INC.
By:
Name:
Title:
GABELLI & COMPANY, INC.
By:
Name:
Title:
