DISTRIBUTION AGREEMENT FOR CLASS A SHARES

          (a) the Fund’s Certificate of Incorporation and all amendments thereto (such Certificate of Incorporation, as presently in effect and as it shall from time to time be amended, is herein called the “Certificate”);

          (b) the Fund’s By-Laws and all amendments thereto (such By-Laws, as presently

in effect and as they shall from time to time be amended, are herein called the “By-Laws”);

          (c) the Fund’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”), and under the 1940 Act as filed with the U.S. Securities and Exchange Commission (the “SEC”) relating to the shares of the Fund and all amendments thereto;

          (d) the Fund’s most recent prospectus and statement of additional information (such prospectus and statement of additional information, as presently in effect and all amendments and supplements thereto, are herein called the “Prospectus” and “SAI”, respectively); and

          (e) the Fund’s Plan of Distribution for Class A Shares.

          (a) receive orders for the purchase of the Fund’s Class A Shares, accept or reject such orders on behalf of the Fund in accordance with the Fund’s currently effective Prospectus and SAI and transmit such orders as are so accepted to the Fund’s transfer agent as promptly as possible;

          (b) receive requests for redemption from holders of the Fund’s Class A Shares and transmit such redemption requests to the Fund’s transfer agent as promptly as possible; and

          (c) respond to inquiries from the Fund’s Class A shareholders concerning the status of their accounts with the Fund.

          (a) the Fund may issue its Class A Shares to any other investment company or personal holding company, or to the shareholders thereof, in exchange for all or a majority of the shares or assets of any such company;

          (b) the Fund may issue its Class A Shares at their net asset value to any shareholder of the Fund purchasing such shares with dividends or other cash distributions received from the Fund pursuant to an offer made to all shareholders;

          (c) GAM Services may enter into shareholder processing and servicing agreements in accordance with Section 7 hereof;

          (d) GAM Services may, and when requested by the Fund shall, suspend its efforts to effectuate sales of the Class A Shares of the Fund at any time when in the opinion of GAM Services or of the Fund no sales should be made because of market or other economic considerations or abnormal circumstances of any kind;

          (e) the Fund may withdraw the offering of its Class A Shares (i) at any time with the consent of GAM Services or (ii) without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction; and

          (f) the price at which the Class A Shares may be sold (the “offering price”) shall be the net asset value per Class A Share plus any applicable sales load as determined in the manner established from time to time by the Fund’s Board of Directors and as set forth in the Fund’s then current Prospectus and SAI.

          (a) all applicable provisions of the 1940 Act and any rules and regulations adopted thereunder;

          (b) the provisions of the Registration Statement of the Fund under the 1933 Act and the 1940 Act;

          (c) the provisions of the Certificate of the Fund;

          (d) the provisions of the By-Laws of the Fund;

          (e) the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”) and all other self-regulatory organizations applicable to the sale of investment company shares; and

          (f) any other applicable provision of state and Federal law.

          (a) GAM Services shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out its obligations under this Agreement.

          (b) GAM Services shall bear the fees payable to Securities Dealers and Shareholder Service Agents as set forth in Section 7 above, except that the Fund may pay fees to Securities Dealers and Shareholders Service Agents in an amount not to exceed an annual rate of 0.25% of the daily net asset value of the Class A Shares of the Fund owned by shareholders with whom such Securities Dealer or Shareholder Service Agent has a servicing relationship in exchange for administrative services provided to such shareholders as described in the Prospectus and SAI.

          (c) The expenses of printing and distributing Prospectuses and SAI (other than those Prospectuses and SAI distributed to shareholders of the Fund) and any other promotional or sales literature used by GAM Services or furnished by GAM Services to investors, Securities Dealers or Shareholder Service Agents in connection with the public offering of the Fund’s Class A Shares, and other advertising or promotional expenses incurred in connection with such public offering, shall be paid by GAM Services.

          (d) The Fund assumes and shall pay or cause to be paid all other expenses of the Fund (other than those expressly assumed by the Fund’s investment advisors), including the

fees of the Fund’s investment advisors; the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of its cash, portfolio securities and other property, and any transfer, dividend or accounting agent or agents appointed by the Fund; brokers’ commissions chargeable to the Fund in connection with portfolio securities transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes, and fees payable by the Fund to Federal, state or other governmental agencies; the costs and expenses of engraving or printing of certificates representing shares of the Fund; all costs and expenses in connection with the registration and maintenance of registration of the Fund and its shares with the SEC and various states and other jurisdictions (including filing fees, legal fees and disbursements of counsel); the costs and expenses of printing, including typesetting, and distributing the Prospectuses and SAI of the Fund and supplements thereto to the Fund’s shareholders; all expenses of shareholders’ and directors’ meetings and of preparing, printing and mailing of proxy statements and reports to shareholders; fees and travel expenses of directors or members of any advisory board or committee; all expenses incident to the payment of any dividend, distribution, withdrawal or redemption, whether in shares or in cash; charges and expenses of any outside service used for pricing of the Fund’s shares; fees and expenses of legal counsel and of independent accountants, in connection with any matter relating to the Fund; membership dues of industry associations; interest payable on Fund borrowings; postage; insurance premiums on property or personnel (including officers and directors) of the Fund; extraordinary expenses (including legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the Fund’s operation unless otherwise explicitly provided herein.

          (a) by the Fund’s Board of Directors; and

          (b) by the affirmative vote of a majority of the Directors who are not parties to this Agreement or “interested persons” (as defined by the ▇▇▇▇ ▇▇▇) of any such party and have no direct or indirect financial interest in the operation of this Agreement or any agreement related to this Agreement, by votes cast in person at a meeting specifically called for the purpose of voting on such approval.

          (a) This Agreement may be amended by the parties hereto only if such amendment is specifically approved (i) by the Board of Directors of the Fund and (ii) by a majority of those Directors who are not parties to this Agreement or “interested persons” of any such party, which vote must be cast in person at a meeting called for the purpose of voting on such approval.

          (b) In the event that this Agreement is proposed to be amended to increase materially the amount to be spent by the Fund for distribution, such amendment will not be effected with respect to any Series without the approval of the holders of the Class A Shares of such Series.

          (a) The Fund agrees to indemnify, defend and hold GAM Services, its officers and directors and any person who controls GAM Services within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) that GAM Services, its officers, directors or any such controlling person may incur arising out of or based upon any untrue statement of a material fact contained in the Registration Statement, Prospectus or SAI or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by GAM Services to the Fund for use in the Registration Statement, Prospectus or SAI; provided, however, that this indemnity agreement, to the extent that it might require indemnity of any person who is also an officer or director of the Fund or who controls the Fund within the meaning of Section 15 of the 1933 Act, shall not inure to the benefit of such officer, director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; and further provided, that in no event shall anything contained herein be so construed as to protect GAM Services against any liability to the Fund or to its security holders to which GAM Services would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement. In the event that GAM Services becomes a party to any action or proceeding in respect of which indemnification may be sought hereunder, GAM Services shall promptly notify the Fund thereof. Following such notice, the Fund shall be entitled to participate therein, and to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to GAM Services. After notice from the Fund to GAM Services of an election so to assume the defense thereof, the Fund shall not be liable to GAM Services hereunder for any legal or other expenses subsequently incurred by GAM Services in connection with the defense thereof other than reasonable costs of investigation.

          (b) GAM Services agrees to indemnify, defend and hold the Fund, its officers and directors and any person who controls the Fund, if any, within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its directors or officers or any such controlling person may incur, but only to the extent that such liability or expense incurred by the Fund, its directors or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon

any alleged untrue statement of a material fact contained in information furnished in writing by GAM Services to the Fund for use in the Registration Statement, Prospectus or SAI or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement, Prospectus or SAI or necessary to make such information not misleading.

          (c) Neither party to this Agreement shall be liable under this Section 16 for any settlement of any action or claim effected without its prior written consent.

GAM FUNDS, INC.

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Secretary

GAM SERVICES INC.

By:

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title:

Assistant Secretary