GABELLI EQUITY SERIES FUNDS, INC.
EXHIBIT TO SUB-ITEM 77Q1
ARTICLES OF AMENDMENT
OF
GABELLI EQUITY SERIES FUNDS, INC.
Gabelli Equity Series Funds, Inc., a Maryland corporation, having its
principal office at One Corporate Center, Rye, New York 10580 (the
"Corporation"), certifies as follows:
FIRST: The Articles of Incorporation of the Corporation (the "Articles
of Incorporation") are hereby amended by deleting Article V thereof and
inserting in its place the following:
ARTICLE V
CAPITAL STOCK
(1) The total number of shares of stock of all classes which the Corporation
shall have authority to issue is One Billion (1,000,000,000) all of which
stock shall have a par value of one-tenth of one cent ($.001) per share.
The aggregate par value of all authorized shares of stock of the Corporation
is One Million Dollars ($1,000,000).
(2) (a) The Board of Directors of the Corporation is authorized to classify
or to reclassify (and to designate one or more classes of capital stock and
one or more sub-series of a class or classes of capital stock) from time to
time, any unissued shares of stock of the Corporation, whether now or
hereafter authorized, by setting, changing or eliminating the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, and qualifications or terms and conditions of or rights to require
redemption of the stock and, pursuant to such classification or reclassifica-
tion, to increase or decrease the number of authorized shares of any class or
sub-series thereof, but the number of shares of any class or sub-series shall
not be reduced by the Board of Directors below the number of shares thereof
then outstanding. Without limiting the generality of the foregoing, the
Board of Directors may designate from time to time any unissued shares of
stock of the Corporation as a class representing interests in the same
portfolio of assets or one or more sub-series of a class which shall
represent interests in the same portfolio of assets attributable to such
class. The Board of Directors may also establish in Articles Supplementary
creating a class and/or a sub-series of a class different conversion,
redemption and other rights for a class or among or with respect to different
sub-series of a class (including sub-series of the classes classified,
designated and authorized herein) and may establish such other powers,
preferences, restrictions, limitations, qualifications and terms and
conditions for any class or sub-series of a class (including sub-series
of the classes classified, designated and authorized herein) as shall not
be inconsistent with the requirements of the 1940 Act or any rule thereunder
respecting multiple classes or sub-series of stock of a corporation registered
as an open-end investment management company under the 1940 Act or any order
of the Securities and Exchange Commission applicable to the Corporation.
(b) Without limiting the generality of the foregoing, the dividends and
distributions of investment income and capital gains with respect to the
stock of the Corporation, and with respect to each class or sub-series
that hereafter may be created, shall be in such amount as may be declared
from time to time by the Board of Directors, and such dividends and
distributions may vary from class to class and among sub-series of a class
to such extent and for such purposes as the Board of Directors may deem
appropriate, including, but not limited to, the purpose of complying with
requirements of regulatory or legislative authorities.
(c) Without limiting the generality of the foregoing, the Board of
Directors may designate, from time to time, any unissued shares of stock
of the Corporation, whether now or hereafter authorized, as a class or
classes of preferred or special stock that is excluded from the definition
of "senior security" set forth in section 18(g) of the 1940 Act (or in
any successor statute) or as one or more sub-series of any such class.
(3) Until such time as the Board of Directors shall provide otherwise
pursuant to the authority granted in section (2) of this Article V,
500,000,000 shares of the authorized shares of the Corporation are
designated and classified as The Gabelli Small Cap Growth Fund Stock
("Small Cap Stock") and 500,000,000 shares of the authorized shares
of the Corporation are designated and classified as The Gabelli Equity
Income Fund Stock ("Equity Income Stock"). Until such time as the Board
of Directors may provide otherwise in Articles Supplementary creating a
new class or sub-series of capital stock of the Corporation (including
new sub-series of the Small Cap Stock and the Equity Income Stock) all
classes of the Corporation's capital stock and any sub-series thereof
and the respective holders thereof shall have the same preferences,
conversion and other rights, voting powers, restrictions, limitations
as to distributions, qualifications and terms and conditions of and
rights to require redemption and shall be subject to the following
provisions.
(a) As more fully set forth hereinafter, the assets and liabilities
and the income and expenses of each class (and, if sub-series of a class
have been issued, each such sub-series) of the Corporation's stock shall
be determined separately and, accordingly, the net asset value, the
distributions payable to holders, and the amounts distributable in the
event of dissolution of the Corporation to holders, of shares of the
Corporation's stock may vary from class to class and sub-series to
sub-series.
(b) All consideration received by the Corporation for the issue or sale
of shares of a class of the Corporation's stock, together with all income,
earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation thereof, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be (collectively referred to as "assets belonging to" that class),
shall irrevocably belong to that class for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of
account of the Corporation. For purposes of the preceding sentence,
the assets of any corporation or business trust merged with and into
the Corporation pursuant to a merger in which the Corporation is the
surviving corporation shall be deemed to be assets belonging to that
class of the Corporation's stock the shares of that class or sub-series
thereof are issued by the Corporation pursuant to the merger. Except
to the extent shares of a sub-series of a class are to be charged
with certain liabilities and expenses in a manner different from other
sub-series of that class, each share of a class shall have equal rights
with each other share of that class with respect to the assets of the
Corporation belonging to that class.
(c) For purposes of determining the net asset value per share of stock
of a class or sub-series, the assets belonging to each class of the
Corporation's stock shall be charged with the liabilities of the Corporation
with respect to that class (and in the case of a sub-series of that class,
liabilities allocable to such sub-series) and with that class' share of the
liabilities of the Corporation not attributable to any particular class,
in the latter case in the proportion that the net asset value of that
class (determined without regard to such liabilities) bears to the net
asset value of all classes of the Corporation's stock (determined without
regard to such liabilities) as determined by or in accordance with
procedures adopted by the Board of Directors from time to time. In
cases where a class of capital stock has more than one sub-series, for
purposes of determining the net asset value per share of each sub-series,
each sub-series of the class shall be further charged with liabilities
that are allocable to such sub-series (including, without limitation,
liabilities relating to distribution charges or service charges payable
pursuant to a plan of distribution or multi-class plan adopted by or
applicable to such sub-series in accordance with the 1940 Act or any
rule or order of the Securities and Exchange Commission thereunder)
as determined by and in accordance with procedures adopted by the Board
of Directors from time to time. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, and assets to a particular class or classes or sub-
series of any such class. The liabilities of any corporation or business
trust merged with and into the Corporation pursuant to a merger in which
the Corporation is the surviving corporation shall be charged to that class
(and, if applicable, sub-series) of the Corporation's stock the shares of
which are issued by the Corporation pursuant to the merger.
(d) Each holder of stock of the Corporation, upon request to the Corporation
(accompanied by surrender of the appropriate stock certificate or certificates
in proper form for transfer, if any certificates have been issued to represent
such shares) shall be entitled to require the Corporation to redeem, to the
extent that the Corporation may lawfully effect such redemption under the
laws of the State of Maryland and the federal securities laws but subject
to any right of the Corporation to postpone or suspend such right of
redemption pursuant to the federal securities laws, all or any part of the
shares of stock standing in the name of such holder on the books of the
Corporation at a price per share equal to the net asset value per share.
(e) Payment by the Corporation for shares of stock of the Corporation
surrendered to it for redemption shall be made by the Corporation within
seven business days of such surrender out of the funds legally available
therefor, provided that the Corporation may suspend the right of the holders
of stock of the Corporation to redeem shares of stock and may postpone the
right of such holders to receive payment for any shares when permitted or
required to do so by applicable statutes or regulations. Payment of the
aggregate price of shares surrendered for redemption may be made in cash
or, at the option of the Corporation, wholly or partly in such portfolio
securities or other assets of the Corporation as the Corporation shall
select.
(f) The right of any holder of stock of the Corporation redeemed by the
Corporation as provided in subsection (d) of this section (3) to receive
dividends thereon and all other rights of such holder with respect to such
shares shall terminate at the time as of which the purchase or redemption
price of such shares is determined, except the right of such holder to
receive (i) the redemption price of such shares from the Corporation or
its designated agent and (ii) any dividend or distribution to which such
holder had previously become entitled as the record holder of such shares
on the record date for such dividend or distribution.
(g) The Corporation shall have the power to redeem shares of any class
or sub-series at a redemption price determined in accordance with subsection
(d) of this section (3) if at any time the total investment in such account
does not have a net asset value of at least $2,500. In the event the
Corporation determines to exercise its power to redeem shares provided in
this subsection (g), the holder shall be notified that the value of his
account is less than the applicable minimum amount and shall be allowed
30 days to make an appropriate investment before such mandatory redemption
is processed.
(h) The Corporation shall be entitled to purchase shares of its stock, to
the extent that the Corporation may lawfully effect such purchase under the
laws of the State of Maryland, upon such terms and conditions and for such
consideration as the Board of Directors shall deem advisable, at a price not
exceeding the net asset value per share.
(i) The net asset value of each share of each class or sub-series of such
class of the Corporation's stock issued and sold or redeemed or purchased
at net asset value shall be the current net asset value per share of the
shares of that class or sub-series as determined by or in accordance with
procedures adopted by the Board of Directors from time to time which comply
with the 1940 Act with such current net asset value to be based on the
assets belonging to each such class less the liabilities charged to each
such class and, in the case of any such sub-series, the liabilities charged
to such sub-series.
(j) In the absence of any specification as to the purpose for which shares
of stock of the Corporation are redeemed or purchased by it, all shares so
redeemed or purchased shall be deemed to be retired in the sense contemplated
by the laws of the State of Maryland and the number of the authorized shares
of stock of the Corporation shall not be reduced by the number of any shares
redeemed or purchased by it. Until their classification is changed in
accordance with section (2) of this Article V, all shares so redeemed or
purchased shall continue to belong to the same class and sub-series to which
they belonged at the time of their redemption or purchase.
(k) Shares of each class and sub-series of stock shall be entitled to such
dividends or distributions, in stock or in cash or both, as may be declared
from time to time by the Board of Directors, acting in its sole discretion,
with respect to such class or sub-series, as the case may be; provided, that
dividends or distributions shall be paid on shares of a class or a sub-series
of such class of stock only out of lawfully available assets belonging to
that class. The dividends and distributions per share of a class or sub-
series thereof may vary with respect to the shares of each other class or
sub-series.
(l) In the event of the liquidation or dissolution of the Corporation, the
stockholders of a class or a sub-series of such class of the Corporation's
stock shall be entitled to receive, as a class, out of the assets of the
Corporation available for distribution to stockholders, the assets belonging
to that class after allocation and payment or setting aside of assets
sufficient to pay all liabilities allocable to that class and the various
sub-series thereof. In the event that there are any assets available for
distribution that are not attributable to any particular class of stock,
such assets shall be allocated to all classes in proportion to the net
assets of the respective classes. The assets so distributable to the
stockholders of a class or a sub-series of such class shall be distributed
among such stockholders in proportion to the net asset value of the number
of shares of that class held by them and recorded on the books of the
Corporation.
(m) On each matter submitted to a vote of the stockholders for approval,
each holder of a share of stock shall be entitled to one vote for each such
share standing in his name on the books of the Corporation irrespective of
the class or sub-series thereof, and all shares of all classes or sub-series
shall vote as a single class ("Single Class Voting"); provided, however,
that (a) as to any matter with respect to which a separate vote of any class
or sub-series is required by the 1940 Act (including the rules and
regulations thereunder) or by the Maryland General Corporation Law, such
requirement as to a separate vote by that class or sub-series shall apply
in lieu of Single Class Voting as described above; (b) in the event that the
separate vote requirements referred to in (a) above apply with respect to
one or more classes or sub-series, then, subject to (c) below, the shares
of all other classes or sub-series shall vote as a single class or sub-
series; and (c) as to any matter which does not affect the interest of all
classes or sub-series, only the holders of shares of the one or more affected
classes or sub-series shall be entitled to vote.
(n) The Corporation may issue shares of stock in fractional denominations
to the same extent as its whole shares, and shares in fractional denominations
shall be shares of stock having proportionately to the respective fractions
represented thereby all the rights of whole shares, including without
limitation, the right to vote, the right to receive dividends and
distributions, and the right to participate upon liquidation of the
Corporation, but excluding the right to receive a stock certificate
representing fractional shares.
(4) All persons who shall acquire stock or other securities of the
Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation, as from time to time amended.
SECOND: The total number of shares of stock of all classes which the
Corporation had authority to issue immediately before the amendment set
forth in Article FIRST hereof was 1,000,000,000 shares of capital stock
with a par value of $.001 per share and an aggregate par value of $1,000,000.
Such shares of capital stock were designated as follows: 500,000,000 of the
authorized shares of stock were designated as Small Cap Stock and 500,000,000
of the authorized shares were designated as Equity Income Stock.
THIRD: The total number of shares of stock of all classes the Corporation
has authority to issue, as amended, is 1,000,000,000 shares of stock, with
a par value of $.001 per share and an aggregate par value of $1,000,000.
Until such time as the Board of Directors shall provide otherwise pursuant
to the authority granted in Section (1) of the amended Article V of the
Articles of Incorporation as set forth in Article FIRST hereof, 500,000,000
of the authorized shares of stock shall constitute a separate class designated
as Small Cap Stock and 500,000,000 of the authorized shares shall constitute
a separate class designated as Equity Income Stock.
FOURTH: A description, as amended, of each class of the Corporation's stock
with the preferences, conversion and other rights, voting powers, limitations
as to dividends, qualifications, terms and conditions of redemption and other
characteristics is set forth in Article FIRST hereof.
FIFTH: (a) All of the Corporation's currently issued and outstanding shares
of Small Cap Stock are hereby reclassified and designated as shares of "The
Gabelli Small Cap Growth Fund Class AAA Stock" (the "Small Cap Class AAA
Stock") and shall be deemed to be a sub-series of the shares of the
Corporation's class designated as Small Cap Stock, established and
designated pursuant to the amendment made to Article V of the Articles
of Incorporation as set forth in Article FIRST hereof. All of the
Corporation's currently issued and outstanding shares of Equity Income
Stock are hereby reclassified as shares of "The Gabelli Equity Income Fund
Class AAA Stock" (the "Equity Income Class AAA Stock") and shall be deemed
to be a sub-series of the shares of the Corporation's class designated as
Equity Income Stock, established and designated pursuant to the amendment
made to Article V of the Articles of Incorporation as set forth in Article
FIRST hereof.
(b) All of the shares of each of the sub-series of the Corporation's stock
established pursuant to sub-paragraph (a) of this Article FIFTH shall,
subject to the terms and conditions of the Articles of Incorporation as
amended pursuant to the amendment made to ARTICLE V of the Articles of
Incorporation as set forth in Article FIRST hereof, represent proportionate
interests in the portfolio of investments attributable to their respective
class.
SIXTH: This amendment was approved by a majority of the Corporation's Board
of Directors and by the affirmative vote of holders of a majority of the
outstanding shares of the Corporation's capital stock currently outstanding
at a special meeting of the Corporation's stockholders duly convened on
December 29, 1999, all in accordance with the Maryland General Corporation
Law and the Charter and By-Laws of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf on this 28th day of January,
2000 by its Vice President and Treasurer, who acknowledges that these
Articles of Amendment are the act of Gabelli Equity Series Funds Inc.
and that to the best of his knowledge, information and belief and under
penalties for perjury, all matters and facts contained herein are true
in all material respects,
ATTEST: GABELLI EQUITY SERIES FUNDS, INC.
/s/James E. McKee________________ By: /s/Bruce N. Alpert_________(SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
GABELLI EQUITY SERIES FUNDS, INC.
Gabelli Equity Series Funds, Inc., a Maryland corporation, having its
principal office at One Corporate Center, Rye, New York 10580 (the
"Corporation"), certifies as follows:
FIRST: (a) The total number of shares of the capital stock which the
Corporation has authority to issue is one billion (1,000,000,0000) shares
of stock, with a par value of $0.001 per Share with an aggregate par value
of $1,000,000.00. Such one billion (1,000,000,000) shares of capital stock
have been allocated to the following classes in the following amounts:
five-hundred million (500,000,000) of the authorized shares of stock have
been allocated to a separate class designated as "The Gabelli Small Cap
Growth Fund Stock"; and five-hundred million (500,000,000) of the authorized
shares of stock have been allocated to a separate class designated as "The
Gabelli Equity Income Fund Stock." Pursuant to articles of amendment filed
by the Corporation on January 28, 2000, all of the issued and outstanding
shares of the Corporation's The Gabelli Small Cap Growth Fund Stock were
reclassified and designated as shares of The Gabelli Small Cap Growth Fund
Class AAA Stock, a sub-series of shares of the Corporation's class designated
as The Gabelli Small Cap Growth Fund Stock, and all of the issued and
outstanding shares of the Corporation's The Gabelli Equity Income Fund
Stock were reclassified and designated as shares of The Gabelli Equity
Income Fund Class AAA Stock, a sub-series of shares of the Corporation's
class designated as The Gabelli Equity Income Fund Stock.
SECOND: The Board of Directors of the Corporation, at a meeting held on
March 7, 1999, adopted resolutions reclassifying and designating authorized
but unissued shares of capital stock of The Gabelli Equity Income Fund Stock
into distinct sub-series of that class as follows: one-hundred million
(100,000,000) shares of the authorized but unissued shares of capital stock
of The Gabelli Equity Income Fund Stock have been reallocated to a separate
sub-series of the class and are designated as "The Gabelli Equity Income
Fund Class A Stock" (the "Class A Shares"), one-hundred million (100,000,000)
shares of the authorized but unissued shares of capital stock of The Gabelli
Equity Income Fund Stock have been reallocated to a separate sub-series of
the class and are designated as "The Gabelli Equity Income Fund Class B Stock"
(the "Class B Shares"), one-hundred million (100,000,000) shares of the
authorized but unissued shares of capital stock of The Gabelli Equity Income
Fund Stock have been reallocated to a separate sub-series of the class and
are designated as "The Gabelli Equity Income Fund Class C Stock" (the "Class
C Shares") and the balance of the authorized but unissued shares of capital
stock of The Gabelli Equity Income Fund Stock shall be reallocated to the
sub-series of The Gabelli Equity Income Fund Stock class which has been
previously designated as "The Gabelli Equity Income Fund Class AAA Stock"
(the "Class AAA Shares"). The Class A Shares, Class B Shares, Class C
Shares and Class AAA Shares constitute separate and distinct sub-series
of The Gabelli Equity Income Fund Stock, notwithstanding the fact that
the word "class" instead of "series" or "sub-series" appears in the title
designating each such sub-series.
THIRD: The Class A Shares, Class B Shares and Class C Shares, together
with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Equity Income
Fund Stock in the future shall represent interests in the portfolio of
assets attributable to the Gabelli Equity Income Fund Stock class, which
assets shall be allocated to each of the foregoing sub-series in accordance
with Article (V) of the Corporation's Charter and which assets shall be
charged with the liabilities of the Corporation with respect to the class
and each such sub-series in accordance with Article (V) of the Corporation's
Charter. The Class A Shares, Class B Shares and Class C Shares shall have
the same preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption applicable to shares of The Gabelli Equity Income Fund Stock
class and sub-series thereof, all as set forth in the Charter of the
Corporation except for the differences hereinafter set forth:
1. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on
the part of the holder thereof, into a Class A Share (or into a share of
such other class or sub-series which may be created pursuant to subparagraph
(e) hereof) on the Conversion Date. The term "Conversion Date" means, with
respect to each Class B Share, the first business day of the eighty-fifth
calendar month following the calendar month in which such Class B Share was
issued; provided, however, that, subject to the provisions of the next
sentence, for any Class B Shares acquired through an exchange, or through
a series of exchanges, as permitted by the Corporation and as provided in
the Prospectus of the Corporation relating to the Class B Shares (the
"Prospectus"), from another investment company or another class or sub-
series of shares (including the Class B Shares) of the Corporation (an
"Eligible Investment Company"), the Conversion Date shall be the conversion
date applicable to the shares of the Eligible Investment Company originally
subscribed for in lieu of the Conversion Date of any shares acquired through
exchange if such Eligible Investment Company issuing the Share originally
subscribed for had a similar conversion feature, but not later than the
Conversion Date determined as provided above. For the purpose of calculating
the holding period required for conversion, the date of issuance of a Class
B Share shall mean (i) in the case of a Class B Share obtained by the holder
thereof through an original subscription to the Corporation, the date of
the issuance of such Class B Share, or (ii) in the case of a Class B Share
obtained by the holder thereof through an exchange, or through a series of
exchanges, from an Eligible Investment Company, the date of issuance of
the share of the Eligible Investment Company to which the holder originally
subscribed plus the number of days, if any, that such share had been
exchanged for, and was held as, shares of an Eligible Investment Company
that holds itself out as a money market fund pursuant to Rule 2a-7 under
the 1940 Act.
(b) Each Class B Share (i) purchased through automatic reinvestment of a
Dividend with respect to that Class B Share or the corresponding class or
sub-series of any other investment company or of any other class or sub-
series of the Corporation issuing such class or sub-series of shares, or
(ii) issued pursuant to an exchange privilege granted by the Corporation
in an exchange or series of exchanges for Shares originally purchased
through the automatic reinvestment of a dividend or distribution with
respect to Shares of an Eligible Investment Company, shall be segregated
in a separate sub-account on the Share records of the Corporation for
each of the holders thereof. On any Conversion Date, a number of the
Class B Shares held in the separate sub-account of the holder, calculated
in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder,
into Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof). The number
of the Class B Shares in the holder's separate sub-account so converted
shall (i) bear the same ratio to the total number of Shares maintained
in the separate sub-account on the Conversion Date (immediately prior
to conversion) as the number of Shares of the holder converted on the
Conversion Date pursuant to paragraph (2)(a) hereof bears to the total
number of Class B Shares of the holder on the Conversion Date (immediately
prior to conversion) after subtracting the Shares then maintained in the
holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of
Directors in accordance with a Multi-Class Plan adopted pursuant to
rules and regulations of the Securities and Exchange Commission and
set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of such other class
or sub-series which may be created pursuant to subparagraph (e) hereof)
into which a Class B Share is converted pursuant to paragraphs 2(a) and
2(b) hereof shall equal the number (including for this purpose fractions
of a Share) obtained by dividing the net asset value per share of such
Class B Share for purposes of sales and redemption thereof on the Conversion
Date by the net asset value per share of the Class A Shares (or into a
share of such other class or sub-series which may be created pursuant
to subparagraph (e) hereof) for purposes of sales and redemption thereof
on the Conversion Date.
(d) On the Conversion Date, the Class B Shares converted into Class A
Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) will no longer be deemed
outstanding and the rights of the holders thereof will cease, except
the right to (i) receive the number of Class A Shares (or into a share
of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) into which such Class B Shares have been converted
and (ii) receive declared but unpaid Dividends that have been declared
as to Class B Shares held as of a record date occurring on or before the
Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore
set with respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares into Class A Shares
(or into a share of such other class or sub-series which may be created
pursuant to subparagraph (e) hereof), as set forth in paragraphs 2(a)
and 2(b) hereof, may also be suspended by action of the Board of Directors,
by resolution making specific reference to this provision, at any time that
the Board of Directors determines such suspension to be required under
applicable law or in the exercise of their fiduciary duties; provided,
however, that if the Board of Directors determines that the suspension
is likely to continue more than 120 days, the Board of Directors shall
create one or more additional classes or one more sub-series of an existing
or additional class or classes of shares, and a sufficient number thereof,
into which Class B Shares may be converted under the rules of the Securities
and Exchange Commission and other applicable law. If the Board of Directors
creates an additional class or sub-series of a class of shares into which
the Class B Shares will thereafter be convertible hereunder, the Board shall
file articles supplementary creating such class or sub-series of shares and
such articles supplementary shall indicate that the shares being created
thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to
be borne by the Corporation in respect of the Class A Shares under such plan
of distribution is proposed, no Class B Shares shall thereafter convert into
Class A Shares until the holders of Class B Shares shall have approved the
proposed amendment.
2. When Class B Shares or Class C Shares are redeemed by the holder thereof
or the Corporation, such shares may be redeemed at a redemption price equal
to the net asset value per share of the sub-series less the deduction of a
contingent deferred sales charge from the proceeds of any redemption thereof
in amounts and for time periods as may be determined by the Board of Directors
from time to time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares have been
classified by the Board of Directors as distinct sub-series of The Gabelli
Equity Income Fund Stock pursuant to authority contained in the Charter of
the Corporation.
IN WITNESS WHEREOF, Gabelli Equity Series Funds, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf on
this 28th day of January, 2000 by its Vice President and Treasurer,
who acknowledges that these Articles Supplementary are the act of Gabelli
Equity Series Funds, Inc. 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.
ATTEST: GABELLI EQUITY SERIES FUNDS, INC.
/s/James E. McKee By:/s/Bruce N. Alpert (SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
GABELLI EQUITY SERIES FUNDS, INC.
Gabelli Equity Series Funds, Inc., a Maryland corporation, having its
principal office at One Corporate Center, Rye, New York 10580 (the
"Corporation"), certifies as follows:
FIRST: (a) The total number of shares of the capital stock which the
Corporation has authority to issue is one billion (1,000,000,0000) shares
of stock, with a par value of $0.001 per Share with an aggregate par value
of $1,000,000.00. Such one billion (1,000,000,000) shares of capital
stock have been allocated to the following classes in the following
amounts: five-hundred million (500,000,000) of the authorized shares
of stock have been allocated to a separate class designated as "The
Gabelli Small Cap Growth Fund Stock"; and five-hundred million (500,000,000)
of the authorized shares of stock have been allocated to a separate class
designated as "The Gabelli Equity Income Fund Stock." Pursuant to articles
of amendment filed by the Corporation on January 28, 2000, all of the issued
and outstanding shares of the Corporation's The Gabelli Small Cap Growth
Fund Stock were reclassified and designated as shares of The Gabelli Small
Cap Growth Fund Class AAA Stock, a sub-series of shares of the Corporation's
class designated as The Gabelli Small Cap Growth Fund Stock, and all of the
issued and outstanding shares of the Corporation's The Gabelli Equity Income
Fund Stock were reclassified and designated as shares of The Gabelli Equity
Income Fund Class AAA Stock, a sub-series of shares of the Corporation's
class designated as The Gabelli Equity Income Fund Stock.
SECOND: The Board of Directors of the Corporation, at a meeting held on
March 7, 1999, adopted resolutions reclassifying and designating authorized
but unissued shares of capital stock of The Gabelli Small Cap Growth Fund
Stock into distinct sub-series of that class as follows: one-hundred million
(100,000,000) shares of the authorized but unissued shares of capital stock
of The Gabelli Small Cap Growth Fund Stock have been reallocated to a separate
sub-series of the class and are designated as "The Gabelli Small Cap Growth
Fund Class A Stock" (the "Class A Shares"), one-hundred million (100,000,000)
shares of the authorized but unissued shares of capital stock of The Gabelli
Small Cap Growth Fund Stock have been reallocated to a separate sub-series
of the class and are designated as "The Gabelli Small Cap Growth Fund Class
B Stock" (the "Class B Shares"), one-hundred million (100,000,000) shares
of the authorized but unissued shares of capital stock of The Gabelli Small
Cap Growth Fund Stock have been reallocated to a separate sub-series of the
class and are designated as "The Gabelli Small Cap Growth Fund Class C
Stock" (the "Class C Shares") and the balance of the authorized but
unissued shares of capital stock of The Gabelli Small Cap Growth Fund
Stock shall be reallocated to the sub-series of The Gabelli Small Cap
Growth Fund Stock class which has been previously designated as "The
Gabelli Small Cap Growth Fund Class AAA Stock" (the "Class AAA Shares").
The Class A Shares, Class B Shares, Class C Shares and Class AAA Shares
constitute separate and distinct sub-series of The Gabelli Small Cap Growth
Fund Stock, notwithstanding the fact that the word "class" instead of
"series" or "sub-series" appears in the title designating each such sub-
series.
THIRD: The Class A Shares, Class B Shares and Class C Shares, together
with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Small Cap Growth
Fund Stock in the future shall represent interests in the portfolio of
assets attributable to the Gabelli Small Cap Growth Fund Stock class,
which assets shall be allocated to each of the foregoing sub-series in
accordance with Article (V) of the Corporation's Charter and which assets
shall be charged with the liabilities of the Corporation with respect to
the class and each such sub-series in accordance with Article (V) of the
Corporation's Charter. The Class A Shares, Class B Shares and Class C
Shares shall have the same preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications, or terms
or conditions of redemption applicable to shares of The Gabelli Small Cap
Growth Fund Stock class and sub-series thereof, all as set forth in the
Charter of the Corporation except for the differences hereinafter set forth:
3. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on
the part of the holder thereof, into a Class A Share (or into a share of
such other class or sub-series which may be created pursuant to subparagraph
(e) hereof) on the Conversion Date. The term "Conversion Date" means, with
respect to each Class B Share, the first business day of the eighty-fifth
calendar month following the calendar month in which such Class B Share was
issued; provided, however, that, subject to the provisions of the next
sentence, for any Class B Shares acquired through an exchange, or through
a series of exchanges, as permitted by the Corporation and as provided in
the Prospectus of the Corporation relating to the Class B Shares (the
"Prospectus"), from another investment company or another class or sub-
series of shares (including the Class B Shares) of the Corporation(an
"Eligible Investment Company"), the Conversion Date shall be the
conversion date applicable to the shares of the Eligible Investment
Company originally subscribed for in lieu of the Conversion Date of
any shares acquired through exchange if such Eligible Investment Company
issuing the Share originally subscribed for had a similar conversion
feature, but not later than the Conversion Date determined as provided
above. For the purpose of calculating the holding period required for
conversion, the date of issuance of a Class B Share shall mean (i) in
the case of a Class B Share obtained by the holder thereof through an
original subscription to the Corporation, the date of the issuance of
such Class B Share, or (ii) in the case of a Class B Share obtained by
the holder thereof through an exchange, or through a series of exchanges,
from an Eligible Investment Company, the date of issuance of the share
of the Eligible Investment Company to which the holder originally subscribed
plus the number of days, if any, that such share had been exchanged for,
and was held as, shares of an Eligible Investment Company that holds itself
out as a money market fund pursuant to Rule 2a-7 under the 1940 Act.
(b) Each Class B Share (i) purchased through automatic reinvestment of a
Dividend with respect to that Class B Share or the corresponding class or
sub-series of any other investment company or of any other class or sub-
series of the Corporation issuing such class or sub-series of shares, or
(ii) issued pursuant to an exchange privilege granted by the Corporation
in an exchange or series of exchanges for Shares originally purchased
through the automatic reinvestment of a dividend or distribution with
respect to Shares of an Eligible Investment Company, shall be segregated
in a separate sub-account on the Share records of the Corporation for
each of the holders thereof. On any Conversion Date, a number of the
Class B Shares held in the separate sub-account of the holder, calculated
in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder,
into Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof). The number
of the Class B Shares in the holder's separate sub-account so converted
shall (i) bear the same ratio to the total number of Shares maintained
in the separate sub-account on the Conversion Date (immediately prior
to conversion) as the number of Shares of the holder converted on the
Conversion Date pursuant to paragraph (2)(a) hereof bears to the total
number of Class B Shares of the holder on the Conversion Date (immediately
prior to conversion) after subtracting the Shares then maintained in the
holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of
Directors in accordance with a Multi-Class Plan adopted pursuant to
rules and regulations of the Securities and Exchange Commission and
set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of such other class or
sub-series which may be created pursuant to subparagraph (e) hereof) into
which a Class B Share is converted pursuant to paragraphs 2(a) and 2(b)
hereof shall equal the number (including for this purpose fractions of a
Share) obtained by dividing the net asset value per share of such Class B
Share for purposes of sales and redemption thereof on the Conversion Date
by the net asset value per share of the Class A Shares (or into a share
of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) for purposes of sales and redemption thereof
on the Conversion Date.
(d) On the Conversion Date, the Class B Shares converted into Class A
Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) will no longer be deemed
outstanding and the rights of the holders thereof will cease, except
the right to (i) receive the number of Class A Shares (or into a share
of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) into which such Class B Shares have been converted
and (ii) receive declared but unpaid Dividends that have been declared as
to Class B Shares held as of a record date occurring on or before the
Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore
set with respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares into Class A Shares
(or into a share of such other class or sub-series which may be created
pursuant to subparagraph (e) hereof), as set forth in paragraphs 2(a)
and 2(b) hereof, may also be suspended by action of the Board of Directors,
by resolution making specific reference to this provision, at any time
that the Board of Directors determines such suspension to be required
under applicable law or in the exercise of their fiduciary duties; provided,
however, that if the Board of Directors determines that the suspension is
likely to continue more than 120 days, the Board of Directors shall create
one or more additional classes or one more sub-series of an existing or
additional class or classes of shares, and a sufficient number thereof,
into which Class B Shares may be converted under the rules of the Securities
and Exchange Commission and other applicable law. If the Board of Directors
creates an additional class or sub-series of a class of shares into which
the Class B Shares will thereafter be convertible hereunder, the Board shall
file articles supplementary creating such class or sub-series of shares and
such articles supplementary shall indicate that the shares being created
thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to
be borne by the Corporation in respect of the Class A Shares under such plan
of distribution is proposed, no Class B Shares shall thereafter convert into
Class A Shares until the holders of Class B Shares shall have approved the
proposed amendment.
4. When Class B Shares or Class C Shares are redeemed by the holder thereof
or the Corporation, such shares may be redeemed at a redemption price equal
to the net asset value per share of the sub-series less the deduction of a
contingent deferred sales charge from the proceeds of any redemption thereof
in amounts and for time periods as may be determined by the Board of Directors
from time to time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares have been
classified by the Board of Directors as distinct sub-series of The Gabelli
Small Cap Growth Fund Stock pursuant to authority contained in the Charter
of the Corporation.
IN WITNESS WHEREOF, Gabelli Equity Series Funds, Inc. has caused these
Articles Supplementary to be signed in its name and on its behalf on this
28th day of January, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles Supplementary are the act of Gabelli
Equity Series Funds, Inc. 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.
ATTEST: GABELLI EQUITY SERIES FUNDS, INC.
/s/James E. McKee By:/s/Bruce N. Alpert (SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
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