THE
GABELLI
ASSET
FUND
PROSPECTUS
May 1, 1998
GABELLI FUNDS, INC.
Investment Adviser
GABELLI & COMPANY, INC.
Distributor
<PAGE>
TABLE OF CONTENTS
Page
Table of Fees and Expenses.................................................2
Financial Highlights.......................................................3
The Fund and Its Investment Policies.......................................4
Special Investment Methods.................................................6
Management of the Fund......................................................7
Distribution Plan..........................................................9
Purchase of Shares.........................................................9
Redemption of Shares......................................................11
Retirement Plans.........................................................13
Dividends, Distributions and Taxes......................................14
Calculation of Investment Performance....................................14
General Information......................................................15
Custodian, Transfer Agent and Dividend Disbursing Agent..................14
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No dealer, salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus, the
Statement of Additional Information and in the Fund's official sales literature,
and if given or made, such information and representation may not be relied upon
as authorized by the Fund, its Investment Adviser, Distributor or any affiliate
thereof. This Prospectus does not constitute an offer to sell or a solicitation
of any offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such offer in such state.
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<PAGE>
THE GABELLI ASSET FUND
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com
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PROSPECTUS
May 1, 1998
The Gabelli Asset Fund (the "Fund") is an open-end, no-load mutual fund, the
primary objective of which is growth of capital. Current income is a secondary
investment objective. See "The Fund and its Investment Policies".
---------------
Shares of the Fund may be purchased without a sales load at the next determined
per share net asset value (see "Purchase of Shares"). There is no deferred sales
or other charge on the redemption of shares. The Fund pays 0.25% of its average
net assets in any fiscal year for certain promotional and distribution expenses
and shareholder services (see "Distribution Plan"). The minimum initial
investment is $1,000 except for investments made through the Automatic
Investment Plan (see "Purchase of Shares - Automatic Investment Plan"). For
further information, contact Gabelli & Company, Inc. at the address or telephone
number shown above.
---------------
This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund. A Statement of Additional Information,
dated May 1, 1998, containing additional and more complete information about the
Fund (the "Additional Statement") has been filed with the Securities and
Exchange Commission (the "SEC") and is incorporated in its entirety by reference
into this Prospectus. For a free copy, call or write the Fund at the telephone
number or address set forth above. Also, the Additional Statement is available
for reference, along with other materials, on the SEC Internet web site
(http://www.sec.gov).
---------------
Shares of the Fund are not deposits, obligations of, or guaranteed by any bank,
and are not insured or guaranteed by any bank, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other agency. An investment
in the Fund involves investment risks, including the possible loss of principal.
---------------
This Prospectus should be retained by investors for
future reference.
---------------
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
==========================================================================
<PAGE>
17
4
<PAGE>
TABLE OF FEES AND EXPENSES
<TABLE>
<CAPTION>
<S> <C>
Shareholder Transaction Expenses:
Maximum sales load imposed on purchases or reinvestment of dividends................................. None
Contingent deferred sales load upon redemption of investments........................................ None
Redemption Fees...................................................................................... None*
Exchange Fees........................................................................................ None
Annual Fund Operating Expenses:
(Percent of average net assets)
Management Fees...................................................................................... 1.00%
Distribution (Rule 12b-1) Expenses (a)............................................................... .25%
Other Expenses....................................................................................... .13%
Total Fund Operating Expenses................................................................... 1.38%
-----
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Example: ** 1 year 3 years 5 years 10 years
- ----------- ------ ------- ------- --------
You would pay the following expenses on a
$1,000 investment, assuming a 5% annual
return and redemption at the end of each period..........$14 $44 $76 $166
(a) The foregoing table is to assist you in understanding the various costs and
expenses that an investor in the Fund will bear directly or indirectly. The
expenses shown are the levels incurred during the past fiscal year. The
maximum level of distribution expenses which may be borne by the Fund is
0.25% of its average net assets (see "Distribution Plan"). As a result,
long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD").
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* Broker-dealers holding a shareholder's shares may charge a fee for
redemptions. ** The amounts listed in this example should not be considered as
representative of past or future expenses and actual expenses may be greater or
less than those indicated. Moreover, while the example assumes a 5% annual
return, the Fund's actual performance will vary and may result in an actual
return greater or less than 5%.
- ---------------------------------------------------------------------------
</TABLE>
Management's Discussion and Analysis of the Fund's performance during the fiscal
year ended December 31, 1997 is included in the Fund's Annual Report to
Shareholders dated December 31, 1997. The Fund's Annual Report to Shareholders
may be obtained upon request and without charge by writing or calling the Fund
at the address or telephone number listed on the Prospectus cover.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information, insofar as it pertains to each of the five years in
the period ended December 31, 1997, has been audited by Price Waterhouse LLP,
independent accountants, whose unqualified report appears in the Additional
Statement. This table should be read in conjunction with the Financial
Statements and related notes that are included in the Additional Statement.
Per share amounts for a Fund share outstanding throughout each year ended
December 31,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Operating performance:
Net asset value, beginning of year.. $ 26.42 $ 25.75 $ 22.21 $ 23.30 $ 19.88 $ 17.96 $ 15.63 $ 17.26 $ 14.69 $ 12.61
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income (a)........... .07 0.15 0.26 0.26 0.16 0.26 0.39 0.76 0.55 0.24
Net realized and unrealized gain/(loss)
on investments................. 9.97 3.29 5.28 (0.30) 4.18 2.41 2.45 (1.62) 3.30 3.45
------------- ------- ------- ----- ----- ----- ------- ----- -----
Total from investment operations.... 10.04 3.44 5.54 (0.04) 4.34 2.67 2.84 (0.86) 3.85 3.69
----- --------- ------- ------- ----- ----- ----- ------- ----- -----
Distributions to shareholders from:
Net investment income.......... (0.07) (0.15) (0.25) (0.25) (0.16) (0.25) (0.39) (0.77) (0.56) (0.38)
Distributions in excess of net
investment income.......... (0.00) (c) __ __ (0.01) __ __ __ __ __ __
Net realized gains............. (4.54) (2.61) (1.75) (0.76) (0.76) (0.50) (0.12) __ (0.72) (1.23)
Distributions in excess of net
realized gains............. (0.00) (c) (0.01) (0.00)(c) (0.03) ---- ---- ---- ---- ---- ----
------ ------------- ------- ---- ---- ---- ---- ---- ----
Total distributions................. (4.61) (2.77) (2.00) (1.05) (0.92) (0.75) (0.51) (0.77) (1.28) (1.61)
------ ------ ------- ------- ------ ------- ------- ------- ------- -------
Net asset value, end of year........ $ 31.85 $ 26.42 $ 25.75 $ 22.21 $ 23.30 $ 19.88 $ 17.96 $ 15.63 $ 17.26$ 14.69
------- ======= ======= ======= ======= ======= ======= ======= ==============
Total return*....................... 38.1% 13.4% 24.9% (0.1%) 21.8% 14.9% 18.1% (5.0%) 26.2% 31.1%
===== ======== ===== ====== ====== ====== ===== ======= ===== ======
Ratios to average net
assets/supplemental data:
Net assets, end of year (in 000's) $1,335,052 $1,080,639 $1,091,539 $982,250 $945,408 $632,575 $483,865 $342,710$359,443
$143,050
Ratio of net investment income to
average net assets......... 0.22% 0.52% 0.95% 1.10% 0.82% 1.42% 2.34% 4.51% 4.17% 2.04%
Ratio of operating expenses to
average net assets (b)..... 1.38% 1.34% 1.33% 1.28% 1.31% 1.31% 1.30% 1.20% 1.26% 1.31%
Portfolio turnover rate............. 22.0% 14.9% 26.4% 18.7% 16.0% 14.4% 20.1% 55.7% 49.3% 47.3%
Average commission rate
(per share) (d)............... $ 0.0464 $ 0.0484 N/A N/A N/A N/A N/A N/A N/A N/A
.........
* Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the period
including reinvestment of dividends.
(a) Net investment income before expenses reimbursed by Adviser for the year
ended December 31, 1988 was $0.23. (b) Operating expense ratio before expenses
reimbursed by Adviser for the year ended December 31, 1988 was 1.38%.
(c) Amount represents less than $0.005 per share.
(d) Average commission rate (per share) as required by amended SEC disclosure
requirements effective for fiscal years beginning after September 1, 1995.
</TABLE>
<PAGE>
THE FUND AND ITS INVESTMENT POLICIES
The Fund is an open-end, no-load, diversified management investment company
organized as a Massachusetts Business Trust on November 25, 1985. The primary
investment objective of the Fund is to seek growth of capital and investments
will be made based on management's perception of their potential for capital
appreciation. Current income, to the extent it may affect potential growth of
capital, is a secondary objective. There is no assurance that the Fund will
achieve its investment objectives. The investment objectives of the Fund
together with the percentage restrictions set forth below under "Special
Investment Methods" and its investment restrictions which are described in the
Additional Statement, are fundamental and may not be changed without shareholder
approval. Its other investment policies indicated below may be changed by the
Board of Trustees without shareholder approval.
The Fund expects that its assets will be invested primarily in a diversified
portfolio of readily marketable equity securities (including common stock,
preferred stocks and securities representing the right to acquire stocks), at
least 80% of which will be listed on a nationally recognized securities exchange
or traded on the NASDAQ National Market System of the National Association of
Securities Dealers. Gabelli Funds, Inc. (the "Adviser") will invest in companies
that, in the public market, are selling at a significant discount to their
private market value or that value the Adviser believes an informed
industrialist would be willing to pay to acquire companies with similar
characteristics. Factors considered by the Adviser include price, earnings
expectations, earnings and price histories, balance sheet characteristics and
perceived management skills. Also considered are changes in economic and
political outlooks as well as individual corporate developments. Fund
investments which lose their perceived value relative to other investment
alternatives are sold.
When deemed appropriate by the Adviser, the Fund may without limit invest
temporarily in defensive securities such as preferred stocks, high-grade debt
securities, obligations of the U.S. Government, its agencies or
instrumentalities, or in short-term (maturing less than one year) money market
instruments, including commercial paper rated A-1 or better by Standard & Poor's
Ratings Services, a division of McGraw-Hill Companies, Inc. ("S&P"), or P-1 or
better by Moody's Investors Service, Inc.
("Moody's").
Corporate Reorganizations
The Fund may also, subject to the diversification requirements of its investment
restrictions, invest not more than 35% of its total assets in securities for
which a tender or exchange offer has been made or announced and in the
securities of companies for which a merger, consolidation, liquidation or
similar reorganization proposal has been announced if, in the judgment of the
Adviser, there is a reasonable prospect of capital appreciation significantly
greater than the added portfolio turnover expenses inherent in the short-term
nature of such transactions. The 35% limitation does not apply to the securities
of companies which may be involved in simply consummating an approved or agreed
upon merger, acquisition, consolidation, liquidation or reorganization. The
principal risk is that such offers or proposals may not be consummated within
the time and under the terms contemplated at the time of the investment in which
case, unless replaced by an equivalent or increased offer or proposal which is
consummated, the Fund may sustain a loss. For further information on such
investments, see "Special Investment Methods Corporate Reorganizations" in the
Additional Statement.
Convertible Securities
Convertible securities may include corporate notes or preferred stock but are
ordinarily a long-term debt obligation of the issuer convertible at a stated
exchange rate into common stock of the issuer. As with all debt securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, to increase as interest rates decline. Convertible
securities generally offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the market price of
the common stock underlying a convertible security exceeds the conversion price,
the price of the convertible security tends to reflect the value of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security tends to trade increasingly on a yield basis,
and thus may not depreciate to the same extent as the underlying common stock.
Convertible securities rank senior to common stocks on an issuer's capital
structure and are consequently of higher quality and entail less risk than the
issuer's common stock, although the extent to which such risk is reduced depends
in large measure upon the degree to which the convertible security sells above
its value as a fixed income security.
The Fund may invest in convertible securities when it appears to the Adviser
that it may not be prudent to be fully invested in common stocks. In evaluating
a convertible security, the Adviser places primary emphasis on the
attractiveness of the underlying common stock and the potential for capital
appreciation through conversion. See "Special Investment Methods - Convertible
Securities" in the Additional Statement.
The Fund will normally purchase only investment grade, convertible debt
securities having a rating of, or equivalent to, an S&P rating of at least "BBB"
(which securities may have speculative characteristics) or, if unrated, judged
by the Adviser to be of comparable quality. However, the Fund may also invest up
to 25% of its assets in more speculative convertible debt securities which
appear to present an advantageous means of acquiring common stock having
potential capital appreciation provided such securities have a rating of, or
equivalent to, at least an S&P rating of "B" or, if unrated, judged by the
Adviser to be of comparable quality. Corporate debt obligations having a "B"
rating will likely have some quality and protective characteristics which, in
the judgment of the rating organization, are outweighed by large uncertainties
or major risk exposures to adverse conditions. Although lower rated debt
securities generally have higher yields, they are also more subject to market
price volatility based on increased sensitivity to changes in interest rates and
economic conditions or the liquidity of their secondary trading market. A
description of corporate debt ratings including convertible securities is
contained in Appendix A to the Additional Statement.
Debt Securities
The Fund may investup to 5% of its assets in low rated and unrated corporate
debt securities (often referred to in the financial press as "junk bonds") which
are perceived by the Adviser to present an opportunity for significant capital
appreciation, if, in the judgment of the Adviser, the ability of the issuer to
repay principal and interest when due is underestimated by the market.
See "Special Investment Methods - Debt Securities" in the Additional Statement.
Investments in Small, Unseasoned Companies
The Fund may invest in small, less well-known companies which have operated less
than three years (including predecessors). The securities of such companies may
have limited liquidity.
Warrants and Rights
The Fund may invest in warrants or rights (other than those acquired in units or
attached to other securities) which entitle the holder to buy equity securities
at a specific price for a specific period of time but will do so only if such
equity securities are deemed appropriate by the Adviser for inclusion in the
Fund's portfolio.
Foreign Securities
The Fund may invest up to 25% of its total assets in the securities of non-U.S.
issuers. These investments involve certain risks not ordinarily associated with
investments in securities of domestic issuers. These risks include fluctuations
in foreign exchange rates (which the Fund will not seek to hedge), future
political and economic developments, and the possible imposition of exchange
controls or other foreign governmental laws or restrictions. In addition, with
respect to certain countries, there is the possibility of expropriation of
assets, confiscatory taxation, political or social instability or diplomatic
developments which could adversely affect investments in those countries.
<PAGE>
There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing and financial reporting standards and requirements
comparable to or as uniform as those of U.S. companies. Non-U.S. securities
markets, while growing in volume have, for the most part, substantially less
volume than U.S. markets, and securities of many foreign companies are less
liquid and their prices more volatile than securities of comparable U.S.
companies. Transaction costs of investing in non-U.S. securities markets are
generally higher than in the U.S. There is generally less government supervision
and regulation of exchanges, brokers and issuers than there is in the U.S. The
Fund might have greater difficulty taking appropriate legal action in non-U.S.
courts. Non-U.S. markets also have different clearance and settlement procedures
which in some markets have at times failed to keep pace with the volume of
transactions, thereby creating substantial delays and settlement failures that
could adversely affect the Fund's performance.
Dividend and interest income from non-U.S. securities will generally be subject
to withholding taxes by the country in which the issuer is located and may not
be recoverable by the Fund or the investor.
Other Investment Companies
The Fund does not intend to purchase the shares of other open-end investment
companies but reserves the right to invest up to 10% of its total assets in the
securities of closed-end investment companies including small business
investment companies (not more than 5% of its total assets may be invested in
more than 3% of the securities of any investment company). To the extent that
the Fund invests in the securities of other investment companies, shareholders
in the Fund may be subject to duplicative advisory and administrative fees.
SPECIAL INVESTMENT METHODS
The Fund will not invest, in the aggregate, more than 10% of its net assets in
small, unseasoned companies, securities which are restricted for public sale,
securities for which market quotations are not readily available, and in
repurchase agreements maturing or terminable in more than seven days. Securities
freely salable among qualified institutional investors under special rules
adopted by the SEC may be treated as liquid if they satisfy liquidity standards
established by the Board of Trustees. The continued liquidity of such securities
is not as well assured as that of publicly traded securities, and accordingly,
the Board of Trustees monitors their liquidity. Further information on the
investment methods and policies of the Fund are set forth in the Additional
Statement.
The Fund may purchase and sell securities on a "when, as and if issued basis"
under which the issuance of the security depends upon the occurrence of a
subsequent event, such as approval of a merger, corporate reorganization or debt
restructuring. For further information, see "Special Investment Methods - When
Issued, Delayed Delivery Securities & Forward Commitments" in the Additional
Statement.
Repurchase Agreements
The Fund may enter into repurchase agreements with "primary dealers" in U.S.
Government securities and member banks of the Federal Reserve System which
furnish collateral at least equal in value or market price to the amount of
their repurchase obligation. In a repurchase agreement, an investor (e.g., the
Fund) purchases a debt security from a seller which undertakes to repurchase the
security at a specified resale price on an agreed future date (ordinarily a week
or less). The resale price generally exceeds the purchase price by an amount
which reflects an agreed-upon market interest rate for the term of the
repurchase agreement. The principal risk is that, if the seller defaults, the
Fund might suffer a loss to the extent that the proceeds from the sale of the
underlying securities and other collateral held by the Fund are less than the
repurchase price. Except for repurchase agreements for a period of a week or
less in respect to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, not more than 5% of the Fund's total assets may
be so invested.
<PAGE>
Borrowing
The Fund may not borrow money except for (i) short-term credits from banks as
may be necessary for the clearance of portfolio transactions, and (ii)
borrowings from banks for temporary or emergency purposes, including the meeting
of redemption requests, which would otherwise require the untimely disposition
of its portfolio securities. Borrowing for any purpose including redemptions may
not, in the aggregate, exceed 15%, and borrowing for purposes other than meeting
redemptions may not exceed 5%, of the value of the Fund's total assets at the
time a borrowing is made. The Fund will not make any additional purchases of
portfolio securities at any time its borrowings exceed 5% of its assets. The
Fund will not mortgage, pledge or hypothecate any of its assets except that, in
connection with the foregoing, not more than 20% of the assets of the Fund may
be used as collateral.
MANAGEMENT OF THE FUND
The Fund's Board of Trustees (who, with its officers, are described in the
Additional Statement) has overall responsibility for the management of the Fund.
The Trustees decide upon matters of general policy and review the actions of the
Adviser and Gabelli & Company, Inc., the Fund's distributor (the "Distributor").
Pursuant to an Investment Advisory Contract (the "Advisory Contract") with the
Fund, the Adviser provides a continuous investment program for the Fund's
portfolio; provides all facilities and personnel, including officers, required
for its administrative management; and pays the compensation of all officers and
Trustees of the Fund who are its affiliates. As compensation for its services
and the related expenses borne by the Adviser, the Fund pays the Adviser a fee,
computed daily and payable monthly, equal, on an annual basis, to 1.00% of the
Fund's average net assets. The advisory fee paid by the Fund for its fiscal year
ended December 31, 1997 was 1.00% of its average net assets and its total
expenses for the same period were 1.38% of its average net assets.
The Additional Statement contains further information about the Advisory
Contract including a more complete description of the advisory and expense
arrangements, exculpatory and brokerage provisions, as well as information on
the brokerage practices of the Fund.
Gabelli Funds, Inc. acts as Adviser to the Fund. The Adviser was formed
in 1980 and as of March 31, 1998 acts as investment
adviser to the following with aggregate assets of $6.6 billion.
Net Assets
<TABLE>
<CAPTION>
<S> <C>
3/31/98
(in millions)
Open-end funds:
Gabelli Asset Fund $1,559
Gabelli Growth Fund 1,401
Gabelli Value Fund Inc. 763
Gabelli Small Cap Growth Fund 348
Gabelli Equity Income Fund 88
Gabelli U.S. Treasury Money Market Fund 308
Gabelli ABC Fund 62
Gabelli Global Telecommunications Fund 150
Gabelli Global Convertible Securities Fund 9
Gabelli Global Interactive Couch Potato(R)Fund 96
Gabelli Gold Fund, Inc. 12
Gabelli Capital Asset Fund 138
Gabelli International Growth Fund, Inc. 29
<PAGE>
Gabelli Westwood Funds: Equity 197
Intermediate Bond 6
Balanced 130
Small Cap 13
Realty 2
The Treasurer's Fund, Inc. Domestic Prime 285
Tax Exempt 175
U.S. Treasury 102
Closed-end funds:
Gabelli Equity Trust Inc. $1,319
Gabelli Convertible Securities Fund, Inc. 125
Gabelli Global Multimedia Trust Inc. 159
</TABLE>
The Distributor, which is the principal distributor of the Fund for the sale of
its shares, is an indirect majority-owned subsidiary of the Adviser. GAMCO
Investors, Inc. ("GAMCO"), a wholly-owned subsidiary of the Adviser, acts as
investment adviser for individuals, pension trusts, profit-sharing trusts and
endowments, having aggregate assets in excess of $7.2 billion under its
management as of March 31, 1998. Gabelli Advisers, Inc., an affiliate of the
Adviser, acts as investment adviser to the Gabelli Westwood Funds and,
as of March 31, 1998, had aggregate assets in excess of $349 million as of
March 31, 1998.
Gabelli Fixed Income LLC is an affiliated Investment Adviser to The Treasurer's
Fund, Inc. and separate accounts and, as of March 31, 1998, had aggregate assets
under management of $1.2 billion. Mr. Mario J. Gabelli may be deemed a
"controlling person" of the Adviser and the Distributor on the basis of his
ownership of stock of the Adviser. Mario J. Gabelli, CFA has been designated
by the Adviser to be primarily responsible for the day-to-day management of the
Fund. The Adviser relies to a considerable extent on the expertise of Mr.
Gabelli,
who may be difficult to replace in the event of his death, disability or
resignation.
Mr. Gabelli has been Chairman, Chief Executive Officer and Chief Investment
Officer of the Adviser since its inception in 1980. The Adviser's address is the
same as the Fund as shown on the cover of this Prospectus.
The Advisory Contract contains provisions relating to the selection of
securities brokers to effect the portfolio transactions of the Fund. Under those
provisions, subject to applicable law and procedures adopted by the Trustees,
the Adviser may (i) direct Fund portfolio brokerage to the Distributor, a
broker-dealer affiliate of the Adviser; (ii) pay commissions to brokers other
than the Distributor which are higher than might be charged by another qualified
broker to obtain brokerage and/or research services considered by the Adviser to
be useful or desirable for its investment management of the Fund and/or other
advisory accounts of itself and any investment adviser affiliated with it; and
(iii) consider the sales of shares of the Fund by brokers other than the
Distributor as a factor in its selection of brokers for Fund portfolio
transactions.
Affiliates of the Adviser may, in the ordinary course of their business, acquire
for their own account or for the accounts of their advisory clients, significant
(and possibly controlling) positions in the securities of companies that may
also be suitable for investment by the Fund. The securities in which the Fund
might invest may thereby be limited to some extent. For instance, many companies
in the past several years have adopted so-called "poison pill" or other
defensive measures designed to discourage or prevent the completion of
non-negotiated offers for control of the company. Such defensive measures may
have the effect of limiting the shares of the company which might otherwise be
acquired by the Fund if the affiliates of the Adviser or their advisory accounts
have or acquire a significant position in the same securities. However, the
Adviser does not believe that the investment activities of its affiliates will
have a material adverse effect upon the Fund in seeking to achieve its
investment objectives. Securities purchased or sold pursuant to contemporaneous
orders entered on behalf of the investment company accounts of the Adviser or
the advisory accounts managed by its affiliates for their unaffiliated clients
are allocated pursuant to principles believed to be fair and not disadvantageous
to any such accounts. In addition, all such orders are accorded priority of
execution over orders entered on behalf of accounts in which the Adviser or its
affiliates have a substantial pecuniary interest. The Adviser may on occasion
give advice or take action with respect to other clients that differ from the
actions taken with respect to the Fund. The Fund may invest in the securities of
companies which are investment management clients of GAMCO. In addition,
portfolio companies or their officers or directors may be minority shareholders
of the Adviser or its affiliates.
The Adviser has entered into a Sub-Administration Agreement with First Data
Investor Services Group, Inc., a subsidiary of First Data Corporation (the
"Sub-Administrator"). Under the Sub-Administration Agreement, the
Sub-Administrator provides certain administrative services necessary for the
Fund's operations including the preparation and distribution of materials for
meetings of the Fund's Board of Trustees, compliance testing of Fund activities
and assistance in the preparation of proxy statements, reports to shareholders
and other documentation. For such services and related expenses borne by the
Sub-Administrator, the Adviser pays the Sub-Administrator a monthly fee based on
the aggregate average daily net assets of all Funds under its administration
managed by the Adviser as follows: up to $1 billion--0.10%; $1 billion to $1.5
billion--0.08%; $1.5 billion to $3 billion--0.03%; over $3 billion--0.02%. No
additional amount will be paid by the Fund for services by the
Sub-Administrator. ThE Sub-Administrator has its principal office at One
Exchange Place, Boston, Massachusetts 02109.
DISTRIBUTION PLAN
Pursuant to a Distribution Plan adopted by the Fund pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "1940 Act"), the Fund will
make payments in connection with the distribution of its shares at an annual
rate of .25% of the Fund's average daily net assets. Payments may be made by the
Fund under the Distribution Plan for the purpose of financing any activity
primarily intended to result in the sales of shares of the Fund as determined by
the Board of Trustees. Such activities typically include advertising;
compensation for sales and marketing activities of the Distributor and other
banks, broker-dealers and service providers; shareholder account servicing;
production and dissemination of prospectus and sales and marketing materials;
and capital or other expenses of associated equipment, rent, salaries, bonuses,
interest and other overhead. To the extent any activity is one which the Fund
may finance without a Distribution Plan, the Fund may also make payments to
compensate such activity outside of the Plan and not be subject to its
limitations. Payments under the Plan are not solely dependent on distribution
expenses actually incurred by the Distributor.
The Plan has been implemented by written agreements between the Fund and/or the
Distributor and each person (including the Distributor) to which payments may be
made. Administration of the Plan is regulated by Rule 12b-1 under the 1940 Act,
which includes requirements that the Board of Trustees receive and review at
least quarterly reports concerning the nature and qualification of expenses
which are made, that the Board of Trustees approve all agreements implementing
the Plan and that the Plan may be continued from year to year only if the Board
of Trustees concludes at least annually that continuation of the Plan is likely
to benefit shareholders.
To the extent that payments under the Plan are based on allocation by the
Distributor, the Fund may be considered to be participating in joint
distribution activities with other funds distributed by the Distributor. Any
such allocations would be subject to approval by the Fund's non-interested
Trustees and would be based on such factors as the net assets of each Fund, the
number of shareholders, inquiries and similar pertinent criteria.
In approving the Plan, the Trustees determined, in the exercise of their
business judgment and in light of their fiduciary duties, that there is a
reasonable likelihood that the Plan will benefit the Fund and its shareholders.
During the fiscal year ended December 31, 1997, the distribution fees paid to
the Distributor totaled $2,897,476 or 0.25% of the Fund's average daily net
assets.
PURCHASE OF SHARES
Shares of the Fund are offered without a sales load as an investment vehicle for
individuals, institutions, fiduciaries and retirement plans. Prospectuses, sales
material and applications can be obtained from the Distributor. The Fund and the
Distributor are authorized to reject any purchase order.
The minimum initial investment is $1,000 for all accounts. Accounts establishing
an Automatic Investment Plan require no initial minimum investment (see
"Automatic Investment Plan"). There is no minimum for subsequent investments.
All purchase payments accompanied by a purchase order in proper form as
described below will be effective as of the date received by the Transfer Agent
and will be invested in full and fractional shares at the per share net asset
value of the Fund next determined after such receipt. Although most shareholders
elect not to receive stock certificates, certificates for whole shares only can
be obtained on specific written request to the Transfer Agent. The Fund may
waive or reduce the minimum initial investment for certain accounts or classes
of accounts from time to time.
Shares of the Fund may also be purchased through authorized broker-dealers who
may charge for their services. No such charge is imposed by the Fund or the
Distributor. Such charges may vary among broker-dealers who may impose higher
initial or subsequent minimum investment requirements than those established by
the Fund. Services provided by such broker-dealers may include holding Fund
shares in the name of the broker-dealer for the brokerage accounts of its
customers and allowing investors to borrow on the value of their Fund shares by
establishing a margin account with the broker-dealer. Shares so held may be
redeemed or transferred only by arrangement with the broker-dealer. It is the
responsibility of the shareholder's agent to establish procedures which would
assure that upon receipt of an order to purchase shares of the Fund, the order
will be transmitted so that it will be received by the Distributor before the
time when the price applicable to the buy order expires.
The Fund's net asset value per share is calculated on each day, Monday through
Friday, except days on which the New York Stock Exchange ("NYSE") is closed. The
NYSE is currently scheduled to be closed on New Year's Day, Dr. Martin Luther
King, Jr.'s Birthday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas and on the preceding Friday or
subsequent Monday when a holiday falls on a Saturday or Sunday, respectively.
The Fund's net asset value per share is determined as of the close of regular
trading on the NYSE, normally 4:00 p.m., New York time and is computed by
dividing the value of the Fund's net assets (i.e., the value of its securities
and other assets less its liabilities, including expenses payable or accrued by
excluding capital stock and surplus) by the total number of shares outstanding
at the time the determination is made. The Fund uses market quotations in
valuing its portfolio securities. Short-term investments that mature in 60 days
or less are valued at amortized cost. See the Additional Statement for further
information.
Mail
To make an initial purchase of shares of the Fund, send a completed subscription
order form with a check for the amount of the investment payable to "The Gabelli
Asset Fund" to: The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308.
Subsequent purchases do not require a completed application and can be made by
(i) mailing a check to the same address noted above; (ii) bank wire; (iii)
personal delivery; or (iv) by telephone as indicated below. The exact name and
number of the shareholder's account should be clearly indicated.
Checks will be accepted if drawn in U.S. currency on a domestic bank
for less than $100,000. U.S. dollar checks drawn against a non-U.S. bank
may be subject to collection delays and will be accepted only upon actual
receipt of funds by the Fund's Transfer Agent. Bank collection fees may
apply. Bank or certified checks for investments of $100,000 or more will be
required unless the investor elects to invest by bank wire as described
below. Checks made payable to a third party are not acceptable.
<PAGE>
Bank Wire
To purchase shares of the Fund using the wire system for transmittal of money
among banks, the investor should instruct a Federal Reserve System member bank
to wire funds to:
State Street Bank and Trust Company
ABA # 011-0000-28 REF DDA # 9904-6187
Attn.: Shareholder Services
Re: The Gabelli Asset Fund
A/C # ______________________________
(Registered Owner)
Account of ___________________________
SS # / Tax I.D. # ______________________
225 Franklin Street, Boston, MA 02110
For initial purchases, an investor should first telephone the Fund at
1-800-GABELLI (422-3554) to obtain a new account number. The investor should
then mail a completed subscription order form to the Gabelli Funds at the
address shown above for mail purchases. State Street Bank and Trust Company does
not charge investors in the Fund for the receipt of wire transfers but there may
be a charge by the investor's bank for transmitting the money by bank wire. If
the investor is planning to wire funds, it is suggested that the investor
instruct his or her bank early in the day so the wire transfer can be
accomplished the same day.
Personal Delivery
Deliver a check made payable to "The Gabelli Asset Fund" (with a completed
subscription order form for an initial purchase) to: The Gabelli Funds, The BFDS
Building, 7th Floor, Two Heritage Drive, North Quincy, MA 02171.
Telephone Investment Plan
An investor may purchase additional shares of the Fund by telephone through the
Automated Clearing House ("ACH") system as long as the investor's bank is a
member of the ACH system and the investor has a completed, approved Investment
Plan application on file with the Fund's Transfer Agent. The funding for the
investor's purchase will be automatically deducted from the ACH eligible account
the investor designates on the application. The investor's investment will
normally be credited to his or her mutual fund account on the first business day
following his or her telephone request. The investor's request must be received
no later than 4:00 p.m., Eastern time. There is a minimum of $100 for each
telephone investment. Any subsequent changes in banking information must be
submitted in writing and accompanied by a sample voided check. To initiate an
ACH purchase, the investor should call 1-800-GABELLI (422-3554) or
1-800-872-5365. Fund shares purchased through the Investment Plan will not be
available for redemption for fifteen (15) days following the purchase date.
Automatic Investment Plan
The Fund offers an automatic monthly investment plan through the ACH system,
details of which can be obtained from the Distributor. There is no minimum
initial investment for accounts establishing an automatic investment plan.
<PAGE>
Systematic Withdrawal Plan
Any shareholder who owns shares of the Fund with an aggregate value of $10,000
or more may establish a Systematic Withdrawal Plan under which he or she offers
to sell to the Fund at net asset value the number of full and fractional shares
which will produce the monthly, quarterly or annual payments specified.
Systematic withdrawals deplete the investor's principal and are treated as
redemptions, which may be taxable transactions. Investors contemplating
participation in this plan should consult their tax advisers.
Shareholders wishing to utilize this plan may do so by completing an application
which may be obtained by writing or calling the Distributor. No additional
charge to the shareholder is made for this service.
Other Investors
No minimum initial investment is required for (i) officers or Trustees of the
Fund; (ii) officers, directors or full-time employees of the Adviser, the
Distributor or their affiliates, including members of the "immediate family" of
such employees. The term "immediate family" refers to spouses, children and
grandchildren adopted or natural, parents, grandparents, siblings, a spouse's
siblings, a sibling's spouse and a sibling's children; (iii) retirement plans
established for such employees; or (iv) investments made through the Fund's
Automatic Investment Plan.
REDEMPTION OF SHARES
Upon receipt by the Transfer Agent of a redemption request in proper form,
shares of the Fund will be redeemed at their next determined net asset value.
Checks for redemption proceeds will normally be mailed to the shareholder's
address of record within seven days, but will not be mailed until all checks in
payment for the purchase of the shares to be redeemed have been honored, which
may take up to 15 days. There is no charge on the redemption of shares
regardless of when purchased. The proceeds of a redemption may be more or less
than the amount invested and, therefore, a redemption may result in gain or loss
for income tax purposes.
By Letter
Redemption requests may be made by letter to the Transfer Agent, specifying the
name of the Fund, the dollar amount or number of shares to be redeemed, and the
account number. The letter must be signed in exactly the same way the account is
registered (if there is more than one owner of the shares, all must sign) and,
if any certificates for the shares to be redeemed are outstanding, presentation
of such certificates properly endorsed is also required. Signatures on a
redemption request and/or certificates must be guaranteed by an eligible
guarantor institution which includes a domestic bank, a savings and loan
institution, a domestic credit union, a member bank of the Federal Reserve
System or a member firm of a national securities exchange; pursuant to the
Fund's Transfer Agent's standards and procedures (signature guarantees by
notaries public are not acceptable). Further documentation, such as copies of
corporate resolutions and instruments of authority, are normally requested from
corporations, administrators, executors, personal representatives, trustees or
custodians to evidence the authority of the person or entity making the
redemption request.
Telephone Redemption By Check
The Fund accepts telephone requests for redemption of uncertificated shares from
shareholders subject to a $25,000 limitation. By calling either 1-800-GABELLI
(442-3554) or 1-800-872-5365, an investor may request that a check be mailed to
the address of record on the account provided that the address has not changed
within thirty (30) days prior to the investor's request. The check will be made
payable as the account is registered and mailed within seven (7) days.
<PAGE>
By Bank Wire
The Fund accepts telephone requests for wire redemption in excess of $1,000 but
subject to a $25,000 limitation to a predesignated bank either on the
subscription order form or in a subsequent written authorization with the
signature guaranteed. The Fund accepts signature guaranteed written requests for
redemptions by bank wire without limitation. The proceeds are normally wired on
the following business day. The investor's bank must be either a member of the
Federal Reserve System or have a correspondent bank which is a member. Any
change to the banking information made at a later date must be submitted in
writing with a signature guarantee.
Requests for telephone redemption must be received between 9:00 a.m. and 4:00
p.m., Eastern time. If the investor's telephone call is received after this time
or on a day when the NYSE is not open, the request will be processed the
following business day. Shares are redeemed at the net asset value next
determined following the investor's request. Fund shares purchased by check or
through the automatic purchase plan will not be available for redemption for
fifteen (15) days following the purchase. Shares held in certificate form must
be returned to the Transfer Agent for redeposit prior to the redemption of
shares. Telephone redemption is not available for Individual Retirement
Accounts. The proceeds of a telephone redemption may be directed to an existing
account in another mutual fund advised by Gabelli Funds, Inc. provided the
registration of such account is the same. Such a purchase will be made at the
respective net asset value plus applicable sales charge, if any.
Unless other instructions are given in proper form, a check for the proceeds of
a redemption will be sent to the shareholder's address of record and generally
will be mailed within seven days after receipt of the request.
Shareholders may also redeem Fund shares through registered broker-dealers
holding such shares who have made arrangements with the Fund permitting them to
redeem such shares by telephone or facsimile transmission and who may charge a
fee for this service.
The Fund may suspend the right of redemption during any period when (i) trading
on the NYSE is restricted or the NYSE is closed, other than customary weekend
and holiday closings; (ii) the SEC has by order permitted such suspension or
(iii) an emergency, as defined by rules of the SEC, exists making disposal of
portfolio investments or determination of the value of the net assets of the
Fund not reasonably practicable. The Fund may postpone for more than seven days
the date of payment for redemptions during any period the right to redeem has
been suspended.
To minimize expenses, the Fund reserves the right to redeem, upon not less than
30 days notice, all shares of the Fund in an account (other than an IRA) which
has a value below $500 due to prior shareholder redemptions. However, a
shareholder will be allowed to make additional investments prior to the date
fixed for redemption to avoid liquidation of the account.
The Fund and its Transfer Agent will not be liable for following telephone
instructions reasonably believed to be genuine. In this regard the Fund and its
Transfer Agent require personal identification information before accepting a
telephone redemption. If the Fund or its Transfer Agent fail to use reasonable
procedures, the Fund may be liable for losses due to fraudulent instructions.
RETIREMENT PLANS
The Fund has available a form of IRA for investment in Fund shares which may be
obtained from its Distributor. The minimum investment required to open an IRA
for investment in shares of the Fund is $1,000. There is no minimum for
additional investment in an IRA account. For tax years beginning after December
31, 1997, investors may be eligible to make contributions to a new type of
individual retirement account (a "Roth IRA"). An investor can open a Roth IRA if
he or she meets certain income limits specified in the Internal Revenue Code of
1986, as amended (the "Code"). Any contributions made by an investor to a Roth
IRA are nondeductible for U.S. Federal income tax purposes. Distributions from a
Roth IRA are not included in the investor's gross income and are not subject to
a 10% penalty for early withdrawal if the distributions are made after the end
of the five-year period beginning with the first tax year in which the investor
made a contribution to the Roth IRA and the distributions meet other criteria
set forth in the Code. The maximum annual aggregate contribution that can be
made to IRAs and Roth IRAs is $2,000. In addition, for tax year beginning after
December 31, 1997, certain low and middle-income investors may open an education
individual retirement account (an "Education IRA"). Eligible individuals are
permitted to contribute up to $500 per year per beneficiary under 18 years old
to an Education IRA. The minimum initial investment for an Education IRA through
the Fund is $250. A distribution from an Education IRA is generally excludable
from gross income to the extent that such distribution does not exceed qualified
higher education expenses incurred by the beneficiary during the year in which
the distribution is made.
Self-employed investors may purchase shares of the Fund through tax-deductible
contributions to existing retirement plans for self-employed persons, known as
Keogh or H.R. 10 plans. However, the Fund does not currently act as sponsor to
such plans. Fund shares may be a suitable investment for other types of
qualified pension or profit-sharing plans which are employer sponsored,
including deferred compensation or salary reduction plans known as "401(k)
Plans" which give participants the right to defer portions of their compensation
for investment on a tax-deferred basis until distributions are made from the
plans. The minimum initial investment for an individual under such plans is
$1,000 and there is no minimum for additional investments.
Under the Code, individuals may make wholly or partly tax deductible IRA
contributions of up to $2,000 annually, depending on whether they are active
participants in an employer-sponsored retirement plan and on their income level.
However, dividends and distributions held in the account are not taxed until
withdrawn in accordance with the provisions of the Code. An individual with a
non-working spouse may establish a separate IRA for the spouse under the same
conditions and contribute a combined maximum of $4,000 annually to both IRAs
provided that no more than $2,000 may be contributed to the IRA of either
spouse. Other provisions permit additional IRA contributions which are not tax
deductible but the tax on reinvested dividends and distributions is deferred
while held in the account. There are also rules on the amount of tax deductible
contributions which may be made to other retirement plans.
Investors should be aware that they may be subject to penalties or additional
tax on contributions to or withdrawals from IRAs or other retirement plans which
are not permitted by the applicable provisions of the Code and prior to a
withdrawal, shareholders may be required to certify their age and awareness of
such restrictions in writing. Persons desiring information concerning
investments through IRAs or other retirement plans should write or telephone the
Distributor.
DIVIDENDS, DISTRIBUTION AND TAXES
Each dividend and capital gains distribution, if any, declared by the Fund on
its outstanding shares will, at the election of each shareholder, be paid on the
payment date fixed by the Board of Trustees in additional shares of the Fund
having an aggregate net asset value as of the ex-dividend date of such dividend
or distribution equal to the cash amount of such dividend or distribution. An
election to receive dividends and distributions in cash or shares is made at the
time shares are subscribed for and may be changed by notifying the Fund in
writing at any time prior to the record date for a particular dividend or
distribution. There are no sales or other charges in connection with the
reinvestment of dividends and capital gains distributions. There is no fixed
dividend rate, and there can be no assurance that the Fund will pay any
dividends or realize any capital gains.
The Fund has qualified and intends to continue to qualify for tax treatment as a
"Regulated Investment Company" under Subchapter M of the Code in order to be
relieved of Federal income tax on that part of its net investment income and
realized capital gains which it pays out to its shareholders. To qualify, the
Fund must meet certain relatively complex income and diversification tests, and
because of such requirements, qualification in any given year may not be
feasible.
Dividends out of net investment income and distributions of realized short-term
capital gains are taxable to the recipient shareholders as ordinary income. In
the case of corporate shareholders, all or a portion of such distributions may
be eligible for the dividends-received deduction subject to proportionate
reduction if the aggregate qualifying dividends received by the Fund from
domestic corporations in any year are less than its "gross income" as defined by
the Code. Distributions out of long-term capital gains are taxable to the
recipient as long-term capital gains. Shareholders will be advised as to what
portion of capital gains are to be treated as 28% rate gain or 20% rate gain
with
respect to the maximum tax rate for such gains (i.e., the portion of such
capital
gains that relates to assets held for more than 12 months but not more than 18
months and the portion that relates to assets held more than 18 months).
Dividends and distributions declared by the Fund may also be subject to state
and local taxes. The foregoing summary of Federal income tax consequences is
intended for general informational purposes only. Prior to investing in shares
of the Fund, prospective shareholders should consult their tax advisers
concerning the Federal, state and local tax consequences of such an investment.
CALCULATION OF INVESTMENT PERFORMANCE
The investment performance of the Fund quoted in advertising for the sale of its
shares will be calculated on a "total return" basis which assumes the
reinvestment of all dividends and distributions. Total return is generally
quoted as a percentage calculated by combining the income and principal changes
of an assumed investment in shares of the Fund during the period specified and
dividing by the amount of the assumed initial investment. To illustrate the
components of its overall performance, investment performance may be given on a
cumulative basis (for periods greater than one year); for consecutive annual
periods; for consecutive quarterly or semi-annual periods as well as for the
year including such interim periods; or separately for investment income results
and capital gain or loss. Such performance quotations will reflect all recurrent
charges.
In each case, the average annual total return of the Fund since its inception,
for the past ten years, the past five years, and the twelve-month period through
the most recent calendar quarter will also be given. The average annual total
return will be calculated pursuant to a standardized formula to reflect the
hypothetical annually compounded rate of return which would have produced the
same cumulative total return. Investors should recognize that an average annual
return tends to smooth out variations in the Fund's performance level and is
therefore not the same as actual year by year results. The Fund's average annual
total return for the 1-year, 5-year and 10-year periods ended December 31, 1997
and from inception through December 31, 1997 were 38.1%, 18.9%, 17.6% and 17.4%,
respectively.
GENERAL INFORMATION
Description of Shares, Voting Rights and Liabilities
As a Massachusetts Business Trust, the Fund is not required, and does not
intend, to hold regular annual shareholder meetings but may hold special
meetings for the consideration of proposals requiring shareholder approval such
as changing fundamental policies or, upon the written request of the
recordholders of 331/3% of outstanding shares (10% in the case of removing one
or more Trustees) for any other purpose. The Fund will facilitate shareholder
communications in this regard. Shares of the Fund have equal rights with respect
to voting and each share represents an equal proportionate interest in the Fund
with each other share. The Fund may issue an unlimited number of full and
fractional shares of beneficial interest (par value $.01 per share) and the
Trustees may divide or combine the shares into a greater or lesser number of
shares without changing the proportionate beneficial interests in the Fund. When
issued, shares are fully paid and non-assessable (except as described in the
Additional Statement under "General Information") and have no pre-emptive or
conversion rights.
The Fund sends semi-annual unaudited and annual audited reports to all its
shareholders which include a list of portfolio securities. Unless it is clear
that a shareholder holds as nominee for the account of an unrelated person or a
shareholder otherwise specifically requests in writing, the Fund may send a
single copy of semi-annual, annual and other reports to shareholders to all
accounts at the same address and all accounts of any person at that address.
Year 2000 Update
As the year 2000 approaches, an issue has emerged regarding how existing
application software programs and operating systems can accommodate this date
value. Failure to adequately address this issue could have potentially serious
repercussions. The Adviser is in the process of working with the Fund's service
providers to prepare for the year 2000. Based on information currently
available, the Adviser does not expect that the Fund will incur significant
operating expenses or be required to incur material costs to be year 2000
compliant. Although the Adviser does not anticipate that the year 2000 issue
will have a material impact on the Fund's ability to provide service at current
levels, there can be no assurance that steps taken in preparation for the year
2000 will be sufficient to avoid any adverse impact on the Fund.
Information for Shareholders
All shareholder inquiries regarding administrative procedures including the
purchase and redemption of shares should be directed to the Distributor. For
assistance, call 1-800-GABELLI (422-3554) or visit our web site at
http://www.gabelli.com. The Distributor's address is Gabelli & Company, Inc.,
One Corporate Center, Rye, New York 10580-1435.
Upon request, Gabelli & Company, Inc. will provide, without charge, a paper copy
of this Prospectus to investors or their representatives who received this
Prospectus in an electronic format.
This Prospectus omits certain information contained in the Registration
Statement filed with the SEC. Copies of the Registration Statement, including
items omitted herein, may be obtained from the SEC by paying the charges
prescribed under its rules and regulations. The Additional Statement included in
such Registration Statement may be obtained without charge from the Fund or the
Distributor.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, MA 02110, is the Custodian for the Fund's cash and securities. Boston
Financial Data Services, Inc., located at Two Heritage Drive, North Quincy, MA
02171, an affiliate of State Street, performs the services of Transfer and
Dividend Disbursing Agent for the Fund on behalf of State Street. State Street
does not assist in and is not responsible for investment decisions involving
assets of the Fund.
