U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Gabelli Asset Fund
One Corporate Center
Rye, New York 10580-1430
2. Name of each series or class of funds for which this notice is filed:
The Gabelli Asset Fund
3. Investment Company Act File Number:
811-4494
Securities Act File Number:
33-1719
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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):
Not applicable
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:
1,846,309.94 shares
$50,588,892.35
9. Number and aggregate sale price of securities sold during the fiscal year:
6,138,309 shares
$168,589,644
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
6,138,309 shares
$168,589,644
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):
3,624,998 shares
$95,772,441
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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): $168,589,644
(ii)Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + $95,772,441
(iii) Aggregate price of shares redeemed
or repurchased during
the fiscal year (if applicable) - $310,828,624
(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): $0
(vi)Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation
(see Instruction C.6): 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
Instructions: Issuer should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not applicable
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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/ Bruce N. Alpert
Bruce N. Alpert
President and Treasurer
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature
February 26, 1997
The Gabelli Asset Fund
One Corporate Center
Rye, New York 10580
Re: Filing of Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to The Gabelli Asset Fund (the "Company"),
a voluntary association with transferable shares organized and existing under
and by virtue of the laws of the Commonwealth of Massachusetts (a "Massachusetts
Business Trust"), in connection with the filing of a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") making
definite registration of an aggregate of 6,138,309 shares of beneficial
interest, par value $.01 per share (the "Fund Shares"), of the Company for the
fiscal year ended December 31, 1996.
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Declaration of
Trust of the Company dated November 13, 1985 and the Supplemental Declaration of
Trust dated January 14, 1986 (together, the "Declaration of Trust"); (ii) the
By-Laws of the Company; (iii) the Registration Statement of the Company on Form
N-1A, File No. 33-1719, as amended effective May 1, 1996 by Post-Effective
Amendment No. 13 under the Securities Act of 1933, as amended, and Amendment No.
15 under the Investment Company Act of 1940, as amended, and any exhibits
contained therein; (iv) resolutions adopted by the Board of Trustees of the
Company and furnished to us by the Company; and (v) such other agreements,
documents, certificates and other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In such examination we
have assumed the legal capacity of natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies. As
to any facts material to this opinion which were not independently established,
we have relied on statements or representations of officers of the Company or
others.
We are admitted to the Bar in the Commonwealth of Massachusetts, and we
express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the
issuance and sale of the Fund Shares by the Company have been validly authorized
and, assuming certificates therefor have been duly executed and delivered or the
shareholders' accounts have been duly credited and the Fund Shares represented
thereby or so credited have been fully paid for according to the provisions of
the prospectus relating to the Fund Shares, such Fund Shares were, subject to
the statements set forth below regarding the liability of a shareholder of a
Massachusetts Business Trust, validly issued, fully paid and nonassessable.
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 Company were held to be a partnership, however, the
possibility of the holders of Fund Shares incurring personal liability for
financial loss appears remote because (i) Article EIGHTH, Paragraph 2 of the
Declaration of Trust contains an express disclaimer of liability for holders of
Fund Shares for the obligations of the Company and Article SEVENTH, Paragraph
6(a) requires that in every note, bond, contract or other undertaking issued by
or on behalf of the Company include a recitation limiting the obligation
represented thereby to the Company and its assets and (ii) Article EIGHTH,
Paragraph 1 provides that the Company shall indemnify and hold each shareholder
of the Company 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 Fund Shares.
We hereby consent to the filing of this opinion with the Notice.
Very truly yours,
/S/ Skadden, Arps, Slate, Meagher & Flom LLP
