Exhibit 28(a)(5)

SUPPLEMENTAL DECLARATION OF TRUST

TO THE

DECLARATION OF TRUST

OF

THE GABELLI ASSET FUND

SUPPLEMENTAL DECLARATION OF TRUST to the DECLARATION OF TRUST of The Gabelli Asset Fund (the “Trust”) made November 13, 1985 and filed on November 21, 1985, supplemented on January 14, 1986, supplemented and amended on April 18, 2000, and supplemented on April 29, 2005 (the “Declaration of Trust”).

WHEREAS, Paragraph 12 of Article EIGHTH of the Declaration of Trust permits the Trustees of the Trust to supplement the Declaration of Trust without any shareholders vote to classify or reclassify, or to establish or modify the designations, powers, preferences, voting, conversion or other rights or limitations of, any unissued Shares by making a Supplemental Declaration of Trust, if authorized by a vote of a majority of the Trustees then in office; and

WHEREAS, at a Meeting of the Board of Trustees of the Trust on February 23, 2017, a majority of the Trustees approved the preparation and execution of this Supplemental Declaration of Trust.

NOW THEREFORE, the undersigned, being an authorized person of the Trust, acting pursuant to Article EIGHTH of the Declaration of Trust, hereby supplements the Declaration of Trust as follows:

Section 1. The Board of Trustees of the Trust, at a meeting held on February 23, 2017, adopted resolutions reclassifying unissued shares of beneficial interest of the Trust into a sub-series to be known as The Gabelli Asset Fund Class T Shares (“Class T Shares”).

Section 2. The Class T Shares and any other classes of beneficial interests of the Trust so designated in the future shall, together with the other sub-series of the Trust known as The Gabelli Asset Fund Class AAA Shares (“Class AAA Shares”), The Gabelli Asset Fund Class A Shares (“Class A Shares”), The Gabelli Asset Fund Class B Shares (“Class B Shares”), The Gabelli Asset Fund Class C Shares (“Class C Shares”), and the Gabelli Asset Fund Class I Shares (“Class I Shares”), represent interests in the same portfolio of assets, which assets shall be allocated to each of the foregoing Classes in accordance with subsection (a) of Article FOURTH of the Declaration of Trust in the proportion that the net assets of such Class bears to the net assets of all such Classes and which assets shall be charged with the liabilities of the Trust with respect to each such Class in accordance with subsection (d) of Article FOURTH of the Declaration of Trust. The Class T Shares shall have the same preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as each other Class, all as set forth in the Declaration of Trust, except for the differences set forth in the Declaration of Trust with respect to the Class A Shares, Class B Shares, Class C Shares, Class AAA Shares, and Class I Shares and except as hereinafter set forth:

(1) The dividends and distributions (“Dividends”) per share of the Class T Shares shall be in such amounts as may be declared from time to time by the Board of Trustees, and such Dividends may vary with respect to the shares of such Class from the Dividends with respect to the shares of such other Classes, to reflect differing allocations of the expenses and liabilities of the Trust among such Classes and any resultant difference among the net asset values per share of such Classes, to such extent and for such purposes as the Board of Trustees may deem appropriate consistent with the Declaration of Trust and this Supplemental Declaration of Trust.

(2) The holders of Class T Shares shall vote as a separate class on any matter submitted to the holders of Class T Shares with respect to which the interest of the Class is different from the interest of one or more of such other Classes. Only the holders of Class T Shares shall vote on any matter submitted to shareholders of the Trust relating solely to such Class.

Exhibit 28(a)(5)

Section 3. The assets belonging to Class T and the liabilities belonging to Class T shall be based upon the allocations required by the Rule 18f- 3 Plan.

Section 4. The method of determining the purchase price and the price, terms and manner of redemption of Class T Shares shall be established by the Trustees in accordance with the provisions of the Declaration of Trust, this Supplemental Declaration of Trust and the Rule 18f-3 Plan and shall be set forth in the prospectus of the Trust with respect to such Class, as amended from time to time, under the Securities Act of 1933, as amended.

IN WITNESS WHEREOF, The Gabelli Asset Fund has caused this Supplemental Declaration of Trust to be signed in its name and on its behalf on this 20 ^th day of June, 2017 by its President, who acknowledges that this Supplemental Declaration of Trust is the act of The Gabelli Asset Fund and that to the best of his knowledge, information and belief and under penalties of perjury, all matters and facts contained herein are true in all material respects.

Exhibit 28(e)

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

FOR

THE GABELLI ASSET FUND

AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated as of June 22, 2017, hereby amends the Distribution Agreement, dated August 1, 2011, between THE GABELLI ASSET FUND (the “Fund”) and G.DISTRIBUTORS, LLC (the “Distributor”).

W   I   T   N   E   S   S   E   T   H :

WHEREAS, the Fund, a Massachusetts business trust, is registered as an investment company under the Investment Company Act of 1940 (the “1940 Act”) and an indefinite number of shares of its beneficial interest (hereinafter referred to as “shares”) have been registered under the Securities Act of 1933 (the “1933 Act”) to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in the Fund’s Prospectuses (collectively, the “Prospectus”) and Statement of Additional Information (“SAI”) included in the Fund’s Registration Statement as they may be amended from time to time; and

WHEREAS, the Fund desires that the Distributor act as general distributor and as agent of the Fund for the sale and distribution of shares which have been registered as described above and of any additional shares which may become registered during the term of this Agreement; and

WHEREAS, the Distributor has advised the Fund that it is willing to act as such general distributor and agent;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. The Fund hereby appoints the Distributor as its general distributor and exclusive agent for the sale of its shares pursuant to the aforesaid continuous public offering of its shares. From and after the date of this Agreement, the Fund agrees that it will not, without the Distributor’s consent, sell or agree to sell any shares otherwise than through the Distributor, except that the Fund may (a) sell shares as an investment to its officers, directors, bona fide full-time employees, its investment adviser and the affiliates thereof; (b) issue shares in lieu of the cash payments of dividends and distributions; and (c) issue shares in connection with a merger, consolidation or acquisition of assets on such basis as may be authorized or permitted under the 1933 Act.

2. The Distributor hereby accepts such appointment and agrees to use its best efforts to sell such shares; provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, it will suspend such efforts. The Fund may also withdraw the offering of the shares at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that the Distributor does not undertake to sell all or any specific portion of the

Exhibit 28(e)

shares of the Fund. The Fund acknowledges that the Distributor may enter into sales or servicing agreements with registered securities brokers and banks and into servicing agreements with financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. In entering into such agreements, the Distributor shall act only on its own behalf as principal underwriter and distributor. The Distributor shall not be responsible for making any distribution plan or service fee payments pursuant to any plans the Fund may adopt or agreements it may enter into.

3. The offering price of the shares shall be the per-share net asset value of the Fund, as defined in its Declaration of Trust and determined as set forth in its Prospectus. The Fund shall furnish the Distributor, with all possible promptness, an advice of each computation of net asset value. The Distributor shall have the right to accept or reject orders for the purchase of shares of the Fund. Any consideration which the Distributor may receive in connection with a rejected purchase order shall be returned promptly.

4. The Distributor agrees promptly to issue, or arrange for the issuance of, confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund, or, if so directed, to any duly appointed transfer or shareholder servicing agent of the Fund. The net asset value of all shares sold pursuant to the provisions hereof shall be paid promptly after receipt of payment from the originating dealer or purchaser and not later than eleven business days after such confirmation even if the Distributor has not actually received payment from the originating dealer or purchaser. If the originating dealer or purchaser shall fail to make timely settlement of its purchase order in accordance with the rules of the Financial Industry Regulatory Authority, Inc., then the Distributor shall have the right to cancel such purchase order and, at its account and risk, to hold responsible the originating dealer or purchaser. The Distributor agrees promptly to reimburse the Fund for any amount by which the Fund’s losses, attributable to any such cancellation or to errors on the Distributor’s part in relation to the effective date of accepted purchase orders, exceed contemporaneous gains realized by the Fund for either of such reasons in respect to other purchase orders.

5. The Fund shall register or cause to be registered all shares sold pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time and the Fund shall issue or cause to be issued certificates evidencing such shares for delivery to the Distributor or pursuant to the Distributor’s direction if and to the extent that the shareholder account in question contemplates the issuance of such share certificates. All shares of the Fund, when so issued and paid for, shall be fully non-assessable.

6. The Fund has delivered to the Distributor a copy of its current Prospectus and SAI. The Fund agrees that it will use its best efforts to continue the effectiveness of its Registration Statement filed under the 1933 Act. The Fund further agrees to prepare and file any amendments to its Registration Statement as may be necessary and any supplemental data in order to comply with the 1933 Act. The Fund will furnish to the Distributor, at the Distributor’s expense, a reasonable number of copies of the Prospectus and SAI and any amended Prospectus and SAI for use in connection with the sale of shares.

7. The Fund has already registered under the 1940 Act as an investment company, and it will use its best efforts to maintain such registration and to comply with the requirements of the 1940 Act.

Exhibit 28(e)

8. The Distributor agrees that:

(1) neither it nor any of its officers shall take any long or short position in the shares of the Fund; provided, however, that this subsection (a) shall not prevent the Distributor or its officers from acquiring shares of the Fund for investment purposes only;

(2) it shall furnish to the Fund any pertinent information required to be inserted, with respect to it as Distributor within the purview of the 1933 Act, in any reports or registration required to be filed with any governmental authority; and (3) it shall not make any representations inconsistent with the information contained in the Registration Statement of the Fund filed under the 1933 Act, as in effect from time to time.

9. The Fund shall pay its legal and auditing expenses and the cost of composition, printing and mailing of sufficient copies of its Prospectus and SAI as shall be required for annual distribution to shareholders and the expense of registering shares for sale under federal securities laws. The Distributor shall pay the expenses normally attributable to such sales as it may make, including advertising and the cost of printing and mailing of the Fund’s Prospectus and SAI other than those furnished to existing shareholders. The Fund has adopted a separate plan of distribution (collectively, the “Plan”) pursuant to the provisions of Rule 12b-1 of the 1940 Act on behalf of its Class A Shares, Class B Shares, Class C Shares, Class AAA Shares, and Class T Shares respectively, each of which provides for the payment of administrative and sales related expenses in connection with the distribution of Fund shares and the Distributor agrees to take no action inconsistent with said Plan. The Fund reserves the right to modify or terminate such Plan at any time as specified in the Plan and Rule 12b-1, and this Section 9 shall thereupon be modified or terminated to the same extent without further action of the parties.

10. This Agreement shall become effective on the date first set forth above and shall remain in effect for up to two years from such date (one year in the case of Section 9) and thereafter from year to year provided such provided that such continuance shall be specifically approved at least annually (a) by the Fund’s Board of Trustees, including a vote of a majority of the “non-interested” Trustees, cast in person at a meeting called for the purpose of voting on such approval or (b) by the vote of the holders of a majority of the outstanding voting securities of the Fund and by a vote of the Board of Trustees.

11. This Agreement may be terminated (a) by the Distributor at any time without penalty by giving sixty days’ written notice (which notice may be waived by the Fund); or (b) by the Fund at any time without penalty upon sixty days’ written notice to the Distributor (which notice may be waived by the Distributor), provided that such termination by the Fund shall be directed or approved in the same manner as required for continuance of this Agreement by Section 10(a) (or, in the case of termination of Section 9, by Section 10(b)).

12. This Agreement may not be amended or changed except in writing and shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors, but this Agreement shall not be assigned by either party and shall automatically terminate upon assignment.

Exhibit 28(e)

13. The Distributor understands and agrees that the obligations of the Fund under this Agreement are not binding upon any shareholder of the Fund personally, but only the Fund’s property; the Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder liability for acts or obligations of the Fund.

14. The date of this Agreement shall be for reference purposes only and shall not be construed to imply that this Agreement was effective on the date first above written. This Agreement shall become effective on the date on which the Registration Statement of the Fund shall become effective in accordance with the provisions of the 1933 Act.

IN WITNESS WHEREOF, the parties have executed and delivered this Distribution Agreement as of the date first above written.

Dated: June 22, 2017

Exhibit 28(i)(2)

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 22, 2017

The Gabelli Asset Fund

One Corporate Center

Rye, New York 10580

Ladies and Gentlemen:

We have acted as special counsel to The Gabelli Asset Fund, a voluntary association with transferable shares organized and existing under and by virtue of the laws of the Commonwealth of Massachusetts (commonly referred to as a “Massachusetts business trust”) (the “Trust”), in connection with the issuance and sale by the Trust of an unlimited amount of the Trust’s Class T common shares of beneficial interest (the “Shares”).

This opinion is being furnished to you in accordance with the requirements of sub paragraph (i) of Item 28 of Part C of the Form N-1A Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).

In rendering the opinions stated herein, we have examined and relied upon the following:

(i) the notification of registration on Form N-8A (File No. 811-04494) of the Trust filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act on November 21, 1985;

(ii) a voicemail message from the Commission staff granting exemptive relief pursuant to Securities Act Rule 485(b)(1)(vii) with respect to the registration of the Shares (the “Template Filing Relief”);

(iii) the Registration Statement on Form N-1A (File Nos. 33-01719 and 811-04494) of the Trust relating to the Shares filed with the Commission on April 28, 2017 under the Securities Act and the 1940 Act (“PEA 43”), as amended by Post-Effective Amendment No. 44 on May 11, 2017 and as proposed to be amended by Post-Effective Amendment No. 45 on the date hereof (such Registration Statement, as so amended and proposed to be amended, being hereinafter referred to as the “Registration Statement”), together with the transmittal letter accompanying PEA 43 claiming Template Filing Relief with respect to the effectiveness of PEA 43;

The Gabelli Asset Fund

June 22, 2017

Page 2

(iv) an executed copy of a certificate of Andrea R. Mango, Secretary of the Trust, dated the date hereof (the “Secretary’s Certificate”);

(v) the form of Amended and Restated Distribution Agreement (the “Distribution Agreement”) proposed to be entered into between the Trust and the Trust’s distributor as named therein, filed as an exhibit to the Registration Statement;

(vi) a copy of the Trust’s Declaration of Trust, dated November 13, 1985, as supplemented on January 14, 1986, amended and supplemented on April 18, 2000, supplemented on April 29, 2005 and supplemented on June 20, 2017 (the “Declaration”), as certified pursuant to the Secretary’s Certificate;

(vii) a copy of the Trust’s By-Laws, as amended and currently in effect, as certified pursuant to the Secretary’s Certificate; and

(viii) a copy of certain resolutions adopted by the Board of Trustees of the Trust, adopted on February 23, 2017, relating to the creation, issuance and sale of the Shares and related matters, as certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Trust and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Trust and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Trust and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Distribution Agreement.

In making our examination of documents, we have assumed that the parties thereto, other than the Trust, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. We have also assumed that the Distribution

The Gabelli Asset Fund

June 22, 2017

Page 3

Agreement will be executed and delivered in substantially the form reviewed by us and that if a holder of Shares requests a certificate representing such holder’s Shares, such certificate will have been signed manually or by facsimile by an authorized officer of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar.

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the Commonwealth of Massachusetts.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that when (i) the Distribution Agreement has been duly authorized, executed and delivered by the Trust and the other parties thereto; (ii) the Trust has duly accepted investors’ subscriptions for Shares as contemplated by the Distribution Agreement; and (iii) the Shares are registered in the Trust’s share registry and have been delivered upon payment of the consideration therefor determined by the Board of Trustees, the Shares, when issued and sold in accordance with the provisions of the Distribution Agreement, will be validly issued and fully paid and, under the laws of the Commonwealth of Massachusetts, the holders of the Shares will, subject to the following paragraph, have no obligation to make further payments for the acquisition of such Shares or contributions to the Trust solely by reason of their ownership of such Shares, provided that the consideration for such Shares is at least that set forth in the Registration Statement, and except for the obligation of any holders of Shares to repay any funds wrongfully distributed to them.

Pursuant to certain decisions of the Supreme Judicial Court of Massachusetts, shareholders of a Massachusetts business trust may, under certain circumstances, be held personally liable as partners for the obligations of the trust. Even if the Trust were held to be a partnership, however, the possibility of the holders of Shares incurring personal liability for financial loss appears remote because (i) Article EIGHTH, Paragraph 2 of the Declaration contains an express disclaimer of liability for holders of Shares for the obligations of the Trust and Article SEVENTH, Paragraph 6(a) requires that in every note, bond, contract or other undertaking issued by or on behalf of the Trust include a recitation limiting the obligation represented thereby to the Trust and its assets and (ii) Article EIGHTH, Paragraph 1 provides that the Trust shall indemnify and hold each shareholder of the Trust harmless from and against all loss and expense arising from liabilities to which such holder may become subject by reason of being or having been a holder of Shares.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading “Counsel” in the statement of additional information forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

The Gabelli Asset Fund

June 22, 2017

Page 4

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

T.A.D.

Exhibit 28(m)(4)

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

OF

THE GABELLI ASSET FUND

WHEREAS, THE GABELLI ASSET FUND, a Massachusetts Business Trust (the “Fund”), engages in business as an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (the “Act”);

WHEREAS, the Fund has issued and is authorized to issue common shares of beneficial interest (“Shares”);

WHEREAS, G.distributors, LLC (the “Distributor”) presently serves as the principal distributor of the Shares pursuant to the distribution agreement between the Fund and the Distributor, which distribution agreement has been duly approved by the Board of Trustees of the Fund (the “Board”), in accordance with the requirements of the Act (the “Distribution Agreement”);

WHEREAS, the Fund has established and plans to offer Shares denominated as Class T Shares (the “Class T Shares”), pursuant to Rule 18f-3 under the Act that permits the Fund to implement a multiple distribution system providing investors with the option of purchasing Shares of various classes;

WHEREAS, the Board as a whole, and the trustees who are not interested persons of the Fund (as defined in the Act) and who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the “Disinterested Trustees”), have determined, after review of all information and consideration of all pertinent facts reasonably necessary to an informed determination, that it would be desirable to adopt a plan of distribution for the Class T Shares and that, in the exercise of reasonable business judgment and in light of their fiduciary duties, that there is a reasonable likelihood that a plan of distribution containing the terms set forth herein (the “Plan”) will benefit the Fund and the shareholders of the Class T Shares, and have accordingly approved the Plan by votes cast in person at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class T Shares and does not relate to any class of Shares which may be offered and sold by the Fund other than the Class T Shares.

Exhibit 28(m)(4)

NOW, THEREFORE, in consideration of the foregoing, the Fund hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be incurred, by the Distributor pursuant to the Distribution Agreement, the Fund will pay to the Distributor as distribution payments (the “Payments”) in connection with the distribution of Class T Shares an aggregate amount at a rate of .25% per year of the average daily net assets of the Class T Shares. Such Payments shall be accrued daily and paid monthly in arrears or shall be accrued and paid at such other intervals as the Board shall determine. The Fund’s obligation hereunder shall be limited to the assets of the Class T Shares and shall not constitute an obligation of the Fund except out of such assets and shall not constitute an obligation of any shareholder of the Fund.

2. It is understood that the Payments made by the Fund under this Plan will be used by the Distributor for the purpose of financing or assisting in the financing of any activity which is primarily intended to result in the sale of Class T Shares. The scope of the foregoing shall be interpreted by the Board, whose decision shall be conclusive except to the extent it contravenes established legal authority. Without in any way limiting the discretion of the Board, the following activities are hereby declared to be primarily intended to result in the sale of Class T Shares: advertising the Class T Shares or the Fund’s investment adviser’s mutual fund activities; compensating underwriters, dealers, brokers, banks and other selling entities (including the Distributor and its affiliates) and sales and marketing personnel of any of them for sales of Class T Shares, whether in a lump sum or on a continuous, periodic, contingent, deferred or other basis; compensating underwriters, dealers, brokers, banks and other servicing entities and servicing personnel (including the Fund’s investment adviser and its personnel) of any of them for providing services to shareholders of the Fund relating to their investment in the Class T Shares, including assistance in connection with inquiries relating to shareholder accounts; the production and dissemination of prospectuses (including statements of additional information) of the Fund and the preparation, production and dissemination of sales, marketing and shareholder servicing materials; and the ordinary or capital expenses, such as equipment, rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party consultancy or similar expenses relating to any activity for which Payment is authorized by the Board; and the financing of any activity for which Payment is authorized by the Board; and profit to the Distributor and its affiliates arising out of their provision of shareholder services. Notwithstanding the foregoing, this Plan does not require the Distributor or any of its affiliates to perform any specific type or level of distribution activities or shareholder services or to incur any specific level of expenses for activities covered by this Section 2. In addition, Payments made in a particular year shall not be refundable whether or not such Payments exceed the expenses incurred for that year pursuant to this Section 2.

Exhibit 28(m)(4)

3. The Fund is hereby authorized and directed to enter into appropriate written agreements with the Distributor and each other person to whom the Fund intends to make any Payment, and the Distributor is hereby authorized and directed to enter into appropriate written agreements with each person to whom the Distributor intends to make any payments in the nature of a Payment. The foregoing requirement is not intended to apply to any agreement or arrangement with respect to which the party to whom payment is to be made does not have the purpose set forth in Section 2 above (such as the printer in the case of the printing of a prospectus or a newspaper in the case of an advertisement) unless the Board determines that such an agreement or arrangement should be treated as a “related” agreement for purposes of Rule 12b-1 under the Act.

4. Each agreement required to be in writing by Section 3 must contain the provisions required by Rule 12b-1 under the Act and must be approved by a majority of the Board (“Board Approval”) and by a majority of the Disinterested Trustees (“Disinterested Trustee Approval”), by vote cast in person at a meeting called for the purposes of voting on such agreement. All determinations or authorizations of the Board hereunder shall be made by Board Approval and Disinterested Trustee Approval.

5. The officers, investment adviser or Distributor of the Fund, as appropriate, shall provide to the Board and the Board shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which such Payments were made.

6. To the extent any activity is covered by Section 2 and is also an activity which the Fund may pay for on behalf of the Class T Shares without regard to the existence or terms and conditions of a plan of distribution under Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict the Fund from paying such amounts outside of this Plan and without limitation hereby and without such payments being included in calculation of Payments subject to the limitation set forth in Section 1.

7. This Plan may not be amended in any material respect without Board Approval and Disinterested Trustee Approval and may not be amended to increase the maximum level of Payments permitted hereunder without such approvals and further approval by a vote of at least a majority of the Class T Shares. This Plan may continue in effect for longer than one year after its adoption only as long as such continuance is specifically approved at least annually by Board Approval and by Disinterested Trustee Approval.

8. This Plan may be terminated at any time by a vote of the Disinterested Trustees, cast in person at a meeting called for the purposes of voting on such termination, or by a vote of at least a majority of the Class T Shares.

9. For purposes of this Plan the terms “interested person” and “related agreement” shall have the meanings ascribed to them in the Act and the rules adopted by the Securities and Exchange Commission thereunder and the term “vote of a majority of the Class T Shares” shall mean the vote, at the annual or a special meeting of the holders of the Class T Shares duly called, (a) of 67% or more of the Class T Shares present at such meeting, if the holders of more than 50% of the Class T Shares outstanding on the record date for such meeting are present or represented by proxy or, if less, (b) more than 50% of the Class T Shares outstanding on the record date for such meeting.

Dated: February 23, 2017

Exhibit 28(n)

SECOND AMENDED AND RESTATED RULE 18F-3 PLAN

MULTI-CLASS PLAN

FOR

THE GABELLI ASSET FUND

This Multi-Class Plan (the “Multi-Class Plan”) is adopted pursuant to Rule 18f-3 under the Act to provide for the issuance and distribution of multiple classes of shares by the Fund in accordance with the terms, procedures and conditions set forth below. A majority of the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund within the meaning of the Act, have found this Multi-Class Plan, including the expense allocations, to be in the best interest of the Fund and each Class of Shares constituting the Fund.

1. THE ACT – the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

2. CDSC – contingent deferred sales charge.

3. CDSC PERIOD – the period of time following acquisition during which Shares are assessed a CDSC upon redemption.

4. CLASS—a class of Shares of the Fund.

5. CLASS A SHARES – shall have the meaning ascribed in Section 2.1.

6. CLASS C SHARES – shall have the meaning ascribed in Section 2.2.

7. CLASS AAA SHARES – shall have the meaning ascribed in Section 2.3.

8. CLASS I SHARES – shall have the meaning ascribed in Section 2.4.

9. CLASS T SHARES – shall have the meaning ascribed in Section 2.5

10. DISTRIBUTION EXPENSES – expenses, including allocable overhead costs, imputed interest any other expenses and any element of profit referred to in a Plan of Distribution and/or board resolutions, incurred in activities which are primarily intended to result in the distribution and sale of Shares.

11. DISTRIBUTION FEE – a fee paid by the Fund in respect of the asset of a Class of the Fund to the Distributor pursuant to the Plan of Distribution relating to the Class.

12. DISTRIBUTOR – G.distributors, LLC.

13. FINRA – Financial Industry Regulatory Authority, Inc.

Exhibit 28(n)

14. FUND – The Gabelli Asset Fund.

15. IRS – Internal Revenue Service.

16. PLAN OF DISTRIBUTION – any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee.

17. PROSPECTUS – the prospectus, including the statement of additional information incorporated by reference therein, covering the Shares of the referenced Class or Classes of the Fund.

18. SEC – Securities and Exchange Commission.

19. SERVICE FEE – a fee paid to financial intermediaries, including the Distributor and its affiliates, for the ongoing provision of personal services to shareholders of a Class and/or the maintenance of shareholder accounts relating to a Class.

20. SHARE – a share in the Fund.

21. TRUSTEES – the trustees of the Fund.

1. CLASS A SHARES. Class A Shares means The Gabelli Asset Fund Class A Shares designated by the Declaration of Trust and adopted by the Trustees. Class A Shares shall be offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing may be subject to a CDSC for the CDSC Period set forth in Section 4.1. The offering price of Class A Shares subject to a front-end sales charge shall be computed in accordance with the Act. Class A Shares shall be subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

2. CLASS C SHARES. Class C Shares means The Gabelli Asset Fund Class C Shares designated by the Declaration of Trust and adopted by the Trustees. Class C Shares shall be (1) offered at net asset value, (2) sold without a front-end sales charge, (3) subject to a CDSC for the CDSC Period set forth in Section 4.1. and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

3. CLASS AAA SHARES. Class AAA Shares means The Gabelli Asset Fund Class AAA Shares designated by the Declaration of Trust and adopted by the Trustees. Class AAA Shares shall be (1) offered at net asset value, (2) sold without a front end sales charge or CDSC, (3) offered to investors acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class AAA Shares and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus.

4. CLASS I SHARES. Class I Shares means The Gabelli Asset Fund Class I Shares designated by the Declaration of Trust and adopted by the Trustees. Class I Shares shall be (1) offered at net asset value, (2) sold without a front-end sales load or CDSC, (3) offered to investors acquiring Shares directly from the Distributor or from a financial intermediary with whom the Distributor has entered into an agreement expressly authorizing the sale by such intermediary of Class I Shares and whose initial investment is not less than the initial minimum amount (if any) set forth in the Prospectus from time to time and (4) not subject to ongoing Distribution Fees and Service Fees.

Exhibit 28(n)

5. CLASS T SHARES. Class T Shares means The Gabelli Asset Fund Class T Shares designated by the Declaration of Trust and adopted by the Trustees. Class T Shares shall be (1) offered at net asset value plus a front-end sales charge set forth in the Prospectus from time to time, which may be reduced or eliminated in any manner not prohibited by the Act or FINRA as set forth in the Prospectus, (2) sold without a CDSC, (3) offered only to investors who are investing through an authorized third party, such as a broker-dealer or financial intermediary, that has entered into a selling agreement with the Fund’s Distributor expressly authorizing the sale by such intermediary of Class T Shares and (4) subject to ongoing Distribution Fees and Service Fees approved from time to time by the Trustees and set forth in the Prospectus. The offering of Class T Shares subject to a front-end sales charge shall be computed in accordance with the Act.

1. CDSC PERIOD. The CDSC Period for Class A Shares and Class C Shares shall be up to twenty-four months plus any portion of the month during which payment for such Shares was received. The CDSC Period for any Class may from time to time be reduced on subsequent and/or prior sales and, if reduced, may subsequently be increased on subsequent sales to not more than the number of months specified above for that Class.

2. CDSC RATE. The CDSC rate shall be recommended by the Distributor and approved by the Trustees. If a CDSC is imposed for a period greater than thirteen months in each succeeding twelve months of the CDSC Period after the first twelve months (plus any initial partial month) the CDSC rate must be less than or equal to the CDSC rate in the preceding twelve months (plus any initial partial month).

3. DISCLOSURE AND CHANGES. The CDSC rates and CDSC Period shall be disclosed in the Prospectus and may be decreased at the discretion of the Distributor but may not be increased beyond the amount set forth herein unless approved by the Trustees. Increases made after a previous decrease shall not be applied to any Shares sold prior to such increase.

Exhibit 28(n)

4. METHOD OF CALCULATION. The CDSC shall be assessed on an amount equal to the lesser of the then current net asset value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Class A Shares and Class C Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be as determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

5. WAIVER. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares of any Class under circumstances previously approved by the Trustees and disclosed in the Prospectus and as allowed under Rule 6c-10 under the Act.

6. CALCULATION OF OFFERING PRICE. The offering price of Shares of any Class subject to a CDSC shall be computed in accordance with Rule 22c-1 under the Act and Section 22(d) of the Act and the rules and regulations thereunder.

7. RETENTION BY DISTRIBUTOR. The CDSC paid with respect to Shares of any Class may be retained by the Distributor to reimburse the Distributor for commissions paid by it in connection with the sale of Shares subject to a CDSC and for Distribution Expenses.

1. LIABILITIES AND EXPENSES APPLICABLE TO A PARTICULAR CLASS. Each Class shall pay any Distribution Fee and Service Fee applicable to that Class. Other expenses applicable to any of the foregoing Classes such as incremental transfer agency fees, but not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, shall be allocated among such Classes in different amounts in accordance with the terms of each such Class if they are actually incurred in different amounts by such Classes or if such Classes receive services of a different kind or to a different degree than other Classes.

Exhibit 28(n)

2. INCOME, LOSSES, CAPITAL GAINS AND LOSSES, AND LIABILITIES AND OTHER EXPENSES APPLICABLE TO ALL CLASSES. Income, losses, realized and unrealized capital gains and losses, and any liabilities and expenses not applicable to any particular Class shall be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of the Fund.

3. DETERMINATION OF NATURE OF ITEMS. The Trustees shall determine in their sole discretion whether any liability, expense, income, gains or loss other than those listed herein is properly treated as attributed in whole or in part to a particular Class or all Classes.

1. Shareholders of each Class shall have exclusive voting rights on any matter submitted to them that relates solely to that Class.

2. Shareholders shall have separate voting rights on any matter submitted to shareholders with respect to which the interest of one Class differs from the interests of any other Class.

Dated: February 23, 2017