FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: GAM Funds, Inc. 135
East 57th Street, New York, New York 10022
2. Name of each series or class of funds for which this notice
is filed: GAM International Fund - Class A and D GAM
Global Fund - Class A and Class D GAM Pacific Basin Fund
Class A and Class D GAM North America Fund - Class A
GAM Japan Capital Fund - Class A GAM Europe Fund - Class A
GAM Asian Capital Fund - Class A GAMerica Fund Class A
3. Investment Company Act File Number: 811-4062
Securities Act File Number: 2-92136
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during
the fiscal year: 35,407,591 shares
$561,853,565
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: 35,407,591 shares $561,853,565
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
1,321,900 shares $27,653,068
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10)
$561,853,565
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 27,653,068
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 202,694,794
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus line (iv)] (if
applicable): $386,811,839
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x .00034483
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $133,384
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
X Date of mailing or wire
transfer of filing fees to the Commission's lockbox depository:
February 22, 1996
SIGNATURES This report has been signed below by the following
persons on behalf of the issuer and in the capacities and on the
dates indicated. By (Signature and Title) \s\Mary
Moran Zeven
Mary Moran Zeven, Secretary
Date:__________________
GLOBAL ASSET MANAGEMENT (USA) INC. 135 E. 57th Street - 25th
Floor New York, NY 10022
96-02-22 GAM Funds, Inc. 135 East 57th Street - 25th Floor New
York, NY 10022
RE: Rule 24f-2 Notice
Ladies and Gentlemen:
In connection with the filing by GAM Funds, Inc. (the "Fund"), a
Maryland corporation, of a Notice (the "Notice") pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "1940 Act") with the Securities and Exchange Commission
(the "SEC"), for the Fund's fiscal year ended December 31, 1995,
you have requested that I provide the legal opinion required by
said Rule.
In accordance with Rule 24f-2, the Fund has registered an
indefinite number of shares of common stock of each series of
the Fund, with a par value of $0.001, under the Securities Act
of 1933, as amended (the "1933 Act") (File No. 2-92136) and the
1940 Act (File No. 811-4062). The purpose of the Notice is to
make definite the registration of 35,407,591 shares (the
"Shares") of the Fund sold in reliance upon the Rule during the
fiscal year ended December 31, 1995.
I am counsel for the Fund and its Secretary, and in such
capacity, from time to time and for certain purposes, provide
legal counsel to the Fund. I have examined copies of the Fund's
Articles of Incorporation, as amended and supplemented from time
to time, and have considered, particularly, Articles
Supplementary filed by the Fund with the Maryland State
Department of Assessments and Taxation ("SDAT") on December 15,
1995 in connection with a split of the Fund's capital stock
accomplished by way of a stock dividend and a related
Certificate of Correction thereafter filed with the SDAT
addressing certain numerical errors in the aforesaid Articles
Supplementary. I have examined the Fund's Registration
Statement on Form N-1A, as amended, including the Prospectuses
and Statements of Additional Information (collectively, the
"Prospectus") and the Notice, and have examined and relied upon
such other corporate records of the Fund and such other records
and documents and certificates as to factual matters as I have
deemed necessary for the purpose of this opinion.
I have also assumed, without independent verification, the
genuineness of signatures on, and the authenticity of all
documents furnished to me and the conformity of copies to the
originals.
On the basis of the foregoing, and assuming all of the Shares
were sold in accordance with the terms of the Fund's Prospectus
in effect at the time of sale, I am of the opinion that the
Shares were legally issued, fully paid and non-assessable by the
Fund. This opinion is for the limited purposes expressed above
and should not be deemed to be an expression of opinion as to
compliance with the 1933 Act, the 1940 Act or applicable state
"blue sky" or securities laws in connection with the sales of
the Shares.
I hereby consent to the filing of this opinion with the SEC as
part of the Fund's Rule 24f-2 Notice. In giving this opinion, I
do not thereby admit that I am an expert with respect to any
part of the Registration Statement within the meaning of the
term "expert" as used in the 1933 Act or the rules and
regulations of the SEC promulgated thereunder.
Very truly yours,
Mary Moran Zeven General Counsel and Corporate Secretary
