0000950123-11-006730 Sample Contracts

THE GABELLI MONEY MARKET FUNDS FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • January 28th, 2011 • Gabelli Money Market Funds • Delaware

WHEREAS, the Managers renders advice and services to the Trust, on behalf of the Fund, pursuant to the terms and provisions of a Management Agreement between the Trust, on behalf of the Fund, and the Manager, dated as of December 16, 1994, as amended as of November 17, 1999, and November 16, 2010 (the “Management Agreement”); and

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THE GABELLI MONEY MARKET FUNDS AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 28th, 2011 • Gabelli Money Market Funds

THIS AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT is made as of this 16th day of November, 2010, by and between THE GABELLI MONEY MARKET FUNDS, a Delaware statutory trust (the “Trust”), on behalf of its series The Gabelli U.S. Treasury Money Market Fund (the “Fund”) and GABELLI FUNDS, LLC (the “Manager”).

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