THE GABELLI BLUE CHIP VALUE FUND
            AMENDED AND RESTATED CONTRACTUAL FEE WAIVER AND EXPENSE
                               DEFERRAL AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT dated as of April 30, 2010 is by and
between The Gabelli Blue Chip Value Fund (the "Fund") and Gabelli Funds, LLC
(the "Adviser").

     WHEREAS, the Adviser has been appointed the investment adviser of the Fund
pursuant to an Investment Advisory Agreement between the Fund and the Adviser
(the "Advisory Agreement");

     NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:

          1. Until further notice from the Adviser to the Fund, the Adviser
          agrees, subject to Section 2 hereof, to (i) reduce the fees payable to
          it under the Advisory Agreement and/or (ii) pay any operating expenses
          of the Fund, to the extent necessary to limit the operating expenses
          of the Fund (exclusive of brokerage costs, interest, taxes, acquired
          fund fees and expenses and extraordinary expenses) on behalf of each
          class of shares of the Fund to the annual rate (as a percentage of the
          average daily net assets attributable to each such class) as set forth
          with respect to such class on Schedule A.

          2. The Fund agrees to repay ("Repayment") the Adviser (i) the amount
          of fees that, but for Section 1 hereof, would have been payable by the
          Fund to the Adviser on account of the class in question pursuant to
          the Advisory Agreement and/or (ii) the amount of operating expenses of
          the Fund on account of the class in question that the Adviser paid
          pursuant to Section 1 hereof (collectively, "Deferred Fees and
          Expenses"), subject to the limitations provided in this Section 2.
          Such Repayment shall be made monthly, but only if and to the extent
          the operating expenses of the Fund (exclusive of brokerage costs,
          interest, taxes, acquired fund fees and expenses and extraordinary
          expenses) on account of the class in question after giving effect to
          such Repayment, is at an annual rate not in excess of that reflected
          for such class on Schedule A.

          3. The Fund's Repayment obligation with respect to any class of the
          Fund's shares shall be applicable for a period of two fiscal years
          following the fiscal year in which the Adviser has reduced its fees or
          paid operating expenses of the Fund with respect to that class as set
          forth in Paragraph 1.



          4. The Adviser may by notice in writing to the Fund terminate, in
          whole or in part, its obligation under Section 1 to reduce its fees
          and bear expenses with respect to any class in any period following
          the date specified in such notice (or change the percentage specified
          on Schedule A with respect to any class of shares of the Fund),
          provided however that this Agreement may not be terminated by the
          Adviser, nor may it be amended to increase the Expense Cap set forth
          in Schedule A, prior to May 31, 2011. Thereafter, this Agreement shall
          be renewable as of May 1 of each calendar year upon the written
          agreement of the parties hereto. No change or termination of this
          Agreement shall affect the obligation (including the amount of the
          obligation) of the Fund to repay amounts of Deferred Fees and Expenses
          with respect to periods prior to the date specified in such notice.

          5. Any payment by the Fund to the Adviser shall be deemed to be a
          Repayment to the extent of any reimbursable Deferred Fees and Expenses
          rather than a payment of a current amount.

          6. If the Fund creates an additional series of its stock, this
          Agreement shall apply solely to the Fund's current sole series of
          shares, that is, The Blue Chip Value Fund.

          7. This Agreement shall be governed by the Laws of the State of New
          York.

     IN WITNESS WHEROF, the parties hereto have executed this Agreement as of
the date first above written.

                                        THE GABELLI BLUE CHIP VALUE FUND

                                        By:/s/ Joseph H. Egan
                                           -----------------------------
                                           Joseph H. Egan, Acting Treasurer

                                           Attest: /s/ Richard L. Russell

                                        GABELLI FUNDS, LLC

                                        By:/s/ Bruce N. Alpert
                                           -----------------------------
                                           Bruce N. Alpert

                                           Attest: /s/ Richard L. Russell




                                   SCHEDULE A

     The Adviser hereby agrees to waive advisory fees and reimburse expenses to
the extent necessary to maintain Total Annual Operating Expenses at the
following levels for the Fund:

                         TOTAL ANNUAL OPERATING EXPENSES



CLASS AAA               CLASS A         CLASS B        CLASS C        CLASS I
---------               -------         -------        -------        -------
                                                          
2.00%                    2.00%           2.75%          2.75%          1.75%