<PAGE>
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The Gabelli Growth Fund
ONE CORPORATE CENTER, RYE, NEW YORK 10580-1434
TELEPHONE: 1-800-GABELLI (1-800-422-3554)
WWW.GABELLI.COM
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PROSPECTUS
MAY 1, 1996
The Gabelli Growth Fund (the "Fund") is an open-end, no-load mutual fund which
seeks capital appreciation by investing in securities which are perceived by its
management to have favorable, yet undervalued, prospects for earnings growth.
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. There is no deferred sales or other charge on the
redemption of shares but the Fund may pay up to 0.25% of its average net assets
in any fiscal year for certain promotional, distribution expenses and
shareholder services (see "Distribution Plan"). The minimum initial investment
is $1,000 (see "Purchase of Shares") except for investments made through a
spousal Individual Retirement Account ("IRA") or Automatic Investment Plan (see
"Retirement Plans" or "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, 1996, 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, write or call the Fund at the telephone
number or address set forth above.
----------------------
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 OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF FEES AND EXPENSES
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum sales load imposed on purchases.................................................................. None
Maximum sales load imposed on reinvested dividends....................................................... None
Contingent deferred sales charge upon redemption of investments.......................................... None
Redemption fee........................................................................................... None*
ANNUAL FUND OPERATING EXPENSES:
(Percent of average net assets)
Management Fees.......................................................................................... 1.00%
Distribution (Rule 12b-1) Expenses (a)................................................................... .25%
Other Expenses........................................................................................... .19%
-----
Total Fund Operating Expenses...................................................................... 1.44%
-----
-----
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE:** 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return at the end of each period..................................... $ 15 $46 $79 $172
</TABLE>
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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%.
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(a) The foregoing table is to assist you in understanding the various costs and
expenses that an investor in the Fund would have borne directly or
indirectly. The expenses shown are at the levels incurred during the past
fiscal year and anticipated for the current 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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Management's Discussion and Analysis of the Fund's performance during the fiscal
year ended December 31, 1995 is included in the Fund's Annual Report to
Shareholders dated December 31, 1995. 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.
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2
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FINANCIAL HIGHLIGHTS
The following information 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 period/year ended
December 31,
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988
-------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of
year........................ $ 19.68 $ 23.26 $ 21.59 $ 21.28 $ 16.27 $ 17.07 $ 12.65 $ 9.51
-------- -------- -------- -------- -------- -------- -------- -------
Net investment income(a)...... 0.05 0.07 0.06 0.08 0.16 0.37 0.18 0.05
Net realized and unrealized
gain/(loss) on
investments................. 6.39 (0.86) 2.37 0.88 5.42 (0.71) 4.89 3.62
-------- -------- -------- -------- -------- -------- -------- -------
Total from investment
operations.................. 6.44 (0.79) 2.43 0.96 5.58 (0.34) 5.07 3.67
-------- -------- -------- -------- -------- -------- -------- -------
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Net investment income....... (0.05) (0.08) (0.05) (0.09) (0.15) (0.39) (0.17) (0.20)
Distributions in excess of
net investment income..... -- (0.01) -- -- -- -- -- --
Net realized gains.......... (3.91) (2.39) (0.67) (0.56) (0.42) (0.07) (0.48) (0.33)
Distributions in excess of
net realized gains........ -- (0.31) (0.04) -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------
Total distributions........... (3.96) (2.79) (0.76) (0.65) (0.57) (0.46) (0.65) (0.53)
-------- -------- -------- -------- -------- -------- -------- -------
Net asset value, end of
year........................ $ 22.16 $ 19.68 $ 23.26 $ 21.59 $ 21.28 $ 16.27 $ 17.07 $ 12.65
======== ======== ======== ======== ======== ======== ======== =======
Total return**................ 32.7% (3.4)% 11.3% 4.5% 34.3% (2.0)% 40.1% 39.2%
======== ======== ======== ======== ======== ======== ======== =======
RATIOS TO AVERAGE NET
ASSETS/SUPPLEMENTAL DATA:
Net assets, end of year (in
000's)...................... $533,041 $482,471 $695,013 $625,050 $422,589 $202,971 $113,187 $11,968
Ratio of net investment
income to average net
assets.................... 0.22% 0.31% 0.22% 0.46% 0.97% 2.67% 2.24% 0.72%
Ratio of operating expenses
to average net
assets(b)................. 1.44% 1.36% 1.41% 1.41% 1.45% 1.50% 1.85% 2.30%
Portfolio turnover rate....... 140.2% 40.3% 80.7% 45.9% 49.9% 74.7% 47.8% 81.7%
<CAPTION>
1987*
------
<S> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of
year........................ $10.00
------
Net investment income(a)...... 0.15
Net realized and unrealized
gain/(loss) on
investments................. (0.64)
------
Total from investment
operations.................. (0.49)
------
DISTRIBUTIONS TO SHAREHOLDERS
FROM:
Net investment income....... --
Distributions in excess of
net investment income..... --
Net realized gains.......... --
Distributions in excess of
net realized gains........ --
------
Total distributions........... --
------
Net asset value, end of
year........................ $ 9.51
======
Total return**................ (4.9)%
======
RATIOS TO AVERAGE NET
ASSETS/SUPPLEMENTAL DATA:
Net assets, end of year (in
000's)...................... $3,532
Ratio of net investment
income to average net
assets.................... 2.94%+
Ratio of operating expenses
to average net
assets(b)................. 2.00%+
Portfolio turnover rate....... 80.0%
</TABLE>
- ------------
<TABLE>
<C> <S>
* The Fund commenced operations on April 10, 1987.
** 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. Total return for the period of less than one
year is not annualized.
+ Annualized.
(a) Net investment loss before expenses reimbursed by Adviser for the year ended December 31, 1988 and the period ended
December 31, 1987 was $(0.09) and $(0.08), respectively.
(b) Operating expense ratios before expenses reimbursed by Adviser for the year ended December 31, 1988 and the period
ended December 31, 1987 were 4.38% and 6.45%, respectively.
</TABLE>
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3
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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 October 24, 1986. In seeking its
primary objective of capital appreciation, the Fund will emphasize investments
in securities of companies with favorable earnings dynamics and prospects for
significant price appreciation. Current income, to the extent it may affect
potential growth in capital, is a secondary objective. There is no assurance
that the Fund will achieve its investment objectives. The Fund has certain
investment restrictions which, together with its investment objectives and the
percentage restrictions listed below under "Special Investment Methods", 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 common stocks and securities convertible into
similar common stocks which are perceived by Gabelli Funds, Inc. (the "Adviser")
to be undervalued in relation to prevailing market multiples. Investments are
expected to be made largely in companies which are judged to have above-average
or expanding market shares, profit margins and returns on equity. When the
Fund's investments lose their perceived value relative to other similar or
alternative investments, they are sold. When deemed appropriate by the Adviser,
the Fund may without limit, invest temporarily in defensive securities such as
investment grade debt securities; obligations of the U.S. Government, its
agencies or instrumentalities; or commercial paper rated "A-1" or better by
Standard & Poor's Ratings Service, a division of McGraw-Hill Companies, Inc.
("S&P") or "P-1" or better by Moody's Investors Service, Inc. ("Moody's").
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 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 Risks" in the Additional Statement.
Fundamental security analysis is used to develop earnings forecasts for
companies and to identify investment opportunities. Specific sources of
information employed include general economic and industry data as provided by
the United States Government, various trade associations and other sources and
published corporate financial data such as annual reports, 10-Ks and quarterly
statements as well as direct interviews with company managements. Generally, the
investment decision process begins with looking at individual companies and then
scrutinizing their prospects in the framework of their industries and the
overall economy. Research is directed towards locating pockets of inefficiency
in terms of future earnings potential relative to current market valuations.
It is anticipated that most Fund investments will be long-term in nature and
that the annual turnover of the Fund's portfolio should not exceed 100%. A
portfolio turnover rate of 100% would occur if all the stocks in the portfolio
were replaced in a one year period. As the Fund's portfolio turnover increases,
so will its brokerage and other transaction related expenses. The Fund's
portfolio turnover rate for its fiscal years ended December 31, 1994 and
December 31,
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4
<PAGE>
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1995 were 40.3% and 140.2%, respectively. The high portfolio turnover rate
during the fiscal year ended December 31, 1995 was due to restructuring of the
portfolio by the new portfolio manager during 1995.
SPECIAL INVESTMENT METHODS
The Fund will not in the aggregate, invest 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 saleable 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 will monitor their liquidity. Information regarding the
investment restrictions of the Fund as well as further information on its
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 "When Issued, Delayed Delivery
Securities & Forward Commitments" in the Additional Statement.
INVESTMENT IN SMALL, UNSEASONED COMPANIES
The Fund may invest up to 5% of its net assets in small, less well known
companies which (including predecessors) have operated less than three years.
The securities of such companies may have limited liquidity.
CONVERTIBLE SECURITIES
Convertible securities may include corporate notes or preferred stock but are
ordinarily long-term debt obligations of the issuer convertible at a stated
exchange rate during a specified period into common stock of the issuer. 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.
As with all debt securities, the market value of convertible securities tend to
vary inversely to changes in the prevailing interest rates and when the market
price of the underlying common stock exceeds the conversion price, to reflect
the value of the underlying common stock. Although convertible securities
generally offer lower interest or dividend yields than non-convertible
securities of similar quality, they rank senior to common stocks in the capital
structure of an issuer and are consequently of higher quality and may entail
less risk than its common stock. However, the extent to which such risk is
reduced depends largely on the degree to which the convertible security sells
above its value as a fixed income security. For further information, see
"Convertible Securities" in the Additional Statement.
The Fund will normally purchase only in investment grade, convertible debt
securities having a rating of, or equivalent to, an S&P rating of at least
"BBB", or, if unrated, are judged by the Adviser to be of comparable quality.
However, the Fund reserves the right to invest up to 15% of its assets in lower
rated convertible debt securities if, in the judgment of the Adviser, such
purchase does not involve the acceptance of overly significant credit risks and
such securities have at least a rating of, or equivalent to, an S&P rating of
"B" or, if unrated, are judged by the Adviser to be of equivalent quality.
Although lower rated debt securities generally have higher yields, they are also
subject to a greater risk of default and 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. Debt securities
having an S&P rating of, or equivalent to, less than "A" may have speculative
charac-
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5
<PAGE>
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teristics. An S&P rating of, or equivalent to, "B" means that the security will
likely have some quality and protective features which, in the judgment of the
rating organization, are outweighed by large uncertainties or major risk
exposures to adverse conditions. A description of corporate debt ratings
including convertible securities is contained in Appendix A to the Additional
Statement.
WARRANTS AND RIGHTS
The Fund may invest up to 5% of its total assets 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. The Fund will not invest more than 2% of its total assets
in warrants or rights which are not listed on the New York or American Stock
Exchanges.
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.
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.
LOANS OF PORTFOLIO SECURITIES
To increase income and pay a portion of its expenses, the Fund may lend its
portfolio securities to securities broker-dealers or financial institutions if
(i) the loan is collateralized in accordance with and otherwise satisfies all
applicable regulatory requirements and (ii) no loan will cause the value of all
loaned securities to exceed 25% of the value of the Fund's net assets. In the
event that a borrower of portfolio securities defaults on its obligation to
return securities to the Fund, the Fund may suffer a loss to the extent that the
value of the collateral held by the Fund is less than the value of the loaned
securities at the time.
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. A
repurchase agreement is an instrument under which 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
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6
<PAGE>
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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.
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 borrowing 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.
OTHER INVESTMENT COMPANIES
The Fund does not invest in the securities 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 one investment company).
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 to 1.00% per annum of the Fund's
average daily net assets, which is higher than that paid by most mutual funds.
The advisory fee paid by the Fund for its fiscal year ended December 31, 1995
was 1.00% of its average net assets and its total expenses for the same period
were 1.44% of its average net assets.
Gabelli Funds, Inc. acts as Adviser to the Fund. The Adviser was formed in 1980
and as of April 1, 1996 acts as investment adviser to the following funds with
aggregate assets of $4.3 billion.
<TABLE>
<CAPTION>
NET ASSETS
4/1/96
(in
OPEN-END FUNDS: millions)
----------
<S> <C>
The Gabelli Asset Fund $1,140
The Gabelli Growth Fund 582
The Gabelli Value Fund Inc. 417
The Gabelli Small Cap Growth Fund 230
The Gabelli Equity Income Fund 58
The Gabelli U.S. Treasury Money Market Fund 282
The Gabelli ABC Fund 25
The Gabelli Global Telecommunications Fund 125
The Gabelli Global Convertible
Securities Fund 16
The Gabelli Global Interactive Couch
Potato(R) Fund 37
Gabelli Gold Fund, Inc. 20
Gabelli Capital Asset Fund 35
Gabelli International Growth Fund, Inc. 4
CLOSED-END FUNDS:
The Gabelli Equity Trust Inc. 1,059
The Gabelli Convertible Securities Fund,
Inc. 91
The Gabelli Global Multimedia Trust Inc. 94
</TABLE>
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7
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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 majority owned subsidiary of the Adviser, acts as
investment adviser for individuals, pension trusts, profit-sharing trusts and
endowments, having aggregate assets in excess of $5.4 billion as of April 1,
1996. Teton Advisers LLC, an affiliate of the Adviser, acts as investment
adviser to the Westwood Funds and as of April 1, 1996 had aggregate assets in
excess of $50 million. 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. The Adviser's address is the same as the Fund as shown on the cover of
this prospectus.
Howard Frank Ward has been designated by the Adviser to be the portfolio manager
primarily responsible for the day-to-day management of the Fund. Prior to
joining the Adviser, Mr. Ward was a managing Director and Director of the
Quality Growth Equity Management Group of Scudder, Stevens and Clark with which
he had been associated since 1982 and where he also served as a lead portfolio
manager for several of its registered investment companies.
In addition to the fees of the Adviser and the expenses which it agrees to bear
in its Distribution Plan (described below), the Fund is responsible for the
payment of all of its other expenses. The Additional Statement contains further
information on the Advisory Contract including a more complete description of
the advisory and expense arrangements, the exculpatory and brokerage provisions
of that Agreement as well as information on the brokerage practices of the Fund.
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 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. Although such activities may limit
to some extent the ability of the Fund to make such investments, the Adviser
does not believe that any such limitations will have a material adverse effect
on the ability of the Fund 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 differs 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, a subsidiary of the Adviser. 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"), covering the Fund and certain other Funds advised by the
Adviser. Under the Sub-Administration Agreement, the Sub-Administrator provides
certain administra-
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8
<PAGE>
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tive 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
Administrator an annual 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 Exchange Place, Boston, Massachusetts 02109.
DISTRIBUTION PLAN
On May 11, 1992, the shareholders of the Fund approved a Distribution Plan which
authorizes payments by the Fund in connection with the distribution of its
shares at an annual rate, as determined from time to time by the Board of
Trustees, of up to 0.25% of the Fund's average daily net assets. The
Distribution Plan permits payments to be made in subsequent years for expenses
incurred in prior years if the Fund's independent Trustees specifically
authorize such payments.
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 sales 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 finance such activity outside of the Plan and not
subject to its limitations.
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 Investment
Company Act of 1940 (the "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 1995, the distribution fees paid to the Distributor totaled
$1,246,381 or 0.25% of average net assets. The Board of Trustees
(including a majority of the independent Trustees) authorized distribution
costs of $12,035 incurred in 1995, which may be reimbursed by the Fund in
future periods.
PURCHASE OF SHARES
Shares of the Fund are offered without 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.
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The minimum initial investment is $1,000 and there is no minimum for subsequent
investments. For special provisions governing investments through an IRA or
other qualified retirement plans, see "Retirement Plans". Purchase payments
accompanied by a purchase order in proper form as described below will be
invested in full and fractional shares at the per share net asset value of the
Fund next determined after receipt thereof by the Transfer Agent. 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 net asset value per share of the Fund is determined as of the close of the
regular trading session of the New York Stock Exchange currently 4:00 p.m., New
York time, on each day that the New York Stock Exchange is open 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 but excluding
capital stock and surplus) by the number of shares outstanding at the time the
determination is made. Portfolio securities which are readily marketable are
valued at market value based on reported prices or bid and asked quotations. All
other investments are valued at fair value under procedures established by and
under the general supervision of the Fund's Board of Trustees. 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
Growth 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.
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 # 99046187
Attn: Shareholder Services
Re: The Gabelli Growth Fund
A/C#
- -----------------------------------------------
(Registered Owner)
Account of
- -----------------------------------------
SS# / Tax I.D.#
- ------------------------------------
225 Franklin Street, Boston, MA 02110
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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 Fund investors for the receipt of wire transfers but there may be a
charge by your bank for transmitting the money by bank wire. If you are planning
to wire funds, it is suggested that you instruct your 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 Growth 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 your bank is a member of the
ACH system and you have a completed, approved Investment Plan application on
file with the Fund's Transfer Agent. The funding for your purchase will be
automatically deducted from the ACH eligible account you designate on the
application. Your investment will normally be credited to your mutual fund
account on the first business day following your telephone request. Your 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, please 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.
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 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. 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.
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.
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11
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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 are 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 unissued shares from
shareholders subject to a $25,000 limitation. By calling either 1-800-GABELLI
(422-3554) or 1-800-872-5365, you 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 your request. The check will be made payable to
the account as registered and mailed within seven (7) days.
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. Your 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 your telephone call is received after this time or on a
day when the New York Stock Exchange is not open, a new request will be required
the following business day. Shares are redeemed at the net asset value next
determined following your 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 New York Stock Exchange is restricted or the Exchange is closed, other
than customary weekend and holiday closings; (ii) the SEC has by
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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.
If the Board of Trustees determines that it would be detrimental to the best
interests of the remaining shareholders of the Fund to make payment wholly or
partly in cash, the Fund may, in conformity with applicable rules of the SEC,
pay the redemption price in whole or part by a distribution of portfolio
securities selected in the discretion of the Board of Trustees at the values
used in determining the net asset value of the Fund.
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 for an individual, except that
both the individual and his or her spouse may establish separate IRAs if their
combined investment is $1,250. There is no minimum for additional investment in
an IRA account.
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 Internal Revenue Code of 1986, as amended (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. 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 $2,250 annually to the two 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 withdrawals
from an IRA or other retirement plan which are considered premature under the
applicable provisions of the Code and prior to withdrawal, shareholders may be
required to certify their age and awareness of such restrictions in writing.
Persons desiring information concerning investments through IRA accounts or
other retirement plans should write or telephone the Distributor.
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DIVIDENDS, DISTRIBUTIONS 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 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 tests, including the requirement that less than 30% of its
gross income must be derived from gains from the sale or other disposition of
securities held for less than three months. 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. Dividends of net long-term
capital gains, of which shareholders will be notified, are taxable to the
recipient as long-term capital gains. 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 adviser 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.
In each case, the average annual total return of the Fund since its inception,
for the five-year period and for the twelve-month period thru 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 returns for
the 1-year and 5-year periods ended December 31, 1995 and from inception through
December 31, 1995 were 32.7%, 14.9% and 15.9%, 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
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14
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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 33 1/3% 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.
INFORMATION FOR SHAREHOLDERS
All shareholder inquiries regarding administrative procedures should be directed
to the Distributor, Gabelli & Company, Inc., One Corporate Center, Rye, New York
10580-1435. For assistance, call 1-800-GABELLI (422-3554).
Upon request, Gabelli & Company 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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Table of Fees and Expenses........... 2
Financial Highlights................. 3
The Fund and Its Investment
Policies........................... 4
Special Investment Methods........... 5
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.................. 14
Custodian, Transfer Agent and
Dividend Disbursing Agent.......... 15
</TABLE>
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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.
- ------------------------------------------------------
The
Gabelli
Growth
Fund
PROSPECTUS
MAY 1, 1996
GABELLI FUNDS, INC.
INVESTMENT ADVISER
GABELLI & COMPANY, INC.
DISTRIBUTOR
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