U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Gabelli Growth Fund
One Corporate Center
Rye, New York 10580-1430
2. Name of each series or class of funds for which this notice is
filed:
The Gabelli Growth Fund
3. Investment Company Act File Number:
811-4873
Securities Act File Number:
33-10583
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
152,790 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
8,410,108 shares
9. Number and aggregate sale price of securities sold during the
fiscal year:
7,723,981 shares
$177,580,810
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
7,723,981 shares
$177,580,810
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
3,489,327 shares
$77,284,488
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12. Calculation of registration fee:
( i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):
$177,580,810
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $ 77,284,488
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable) - $263,221,701
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to
rule 24e-2 (if applicable): + 0
( v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line
(ii), less line (iii), plus line (iv)] (if
applicable): ($8,356,403)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation
1
(see Instruction C.6): x 2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 0
Instructions: Issuer should complete lines (ii), (iii), (iv) and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Not applicable
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SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
/s/ Bruce N. Alpert
Bruce N. Alpert
President and Treasurer
Date: February 21, 1996
*Please print the name and title of the signing officer below the
signature
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G:\SHARED\3RDPARTY\GABGROW\24F-2\FYE95\FORM.DOC
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108-3194
(617) 573-4800
February 27, 1996
The Gabelli Growth Fund
One Corporate Center
Rye, New York 10580
Re: Filing of Rule 24f-2 Notice
Gentlemen:
We have acted as special counsel to The Gabelli Growth
Fund (the "Company"), a voluntary association with transferable
shares organized and existing under and by virtue of the laws of
the Commonwealth of Massachusetts (a "Massachusetts Business
Trust"), in connection with the filing of a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the
"Commission") making definite registration of an aggregate of
7,723,981 shares of beneficial interest, par value $.01 per share
(the "Fund Shares"), of the Company for the fiscal year ended
December 31, 1995.
In connection with the foregoing, we have examined the
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Declaration of Trust of the Company dated
October 24, 1986 (the "Declaration of Trust"); (ii) the By-Laws of
the Company; (iii) the Registration Statement of the Company on
Form N-1A, File No. 33-10583, as amended effective April 28, 1995
by Post-Effective Amendment No. 12 under the Securities Act of
1933, as amended, and Amendment No. 13 under the Investment
Company Act of 1940, as amended, and the exhibits contained
therein; (iv) resolutions adopted by the Board of Trustees of the
Company and furnished to us by the Company; and (v) such other
agreements, documents, certificates and other records as we have
deemed necessary or appropriate as a basis for the opinions set
forth herein. In such examination we have assumed the legal
capacity of natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the
originals of such copies. As to any facts material to this opinion
which were not independently established, we have relied on
statements or representations of officers of the Company or
others.
We are admitted to the Bar in the Commonwealth of
Massachusetts, and we express no opinion as to the laws of any
other jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that the issuance and sale of the Fund Shares by the
Company have been validly authorized and, assuming certificates
therefor have been duly executed and delivered or the
shareholders' accounts have been duly credited and the Fund Shares
represented thereby or so credited have been fully paid for
according to the provisions of the prospectus relating to the Fund
Shares, such Fund Shares were, subject to the statements set forth
below regarding the liability of a shareholder of a Massachusetts
Business Trust, validly issued, fully paid and nonassessable.
Pursuant to certain decisions of the Supreme Judicial
Court of Massachusetts, shareholders of a Massachusetts Business
Trust may, under certain circumstances, be held personally liable
as partners for the obligations of the trust. Even if the Company
were held to be a partnership, however, the possibility of the
holders of Fund Shares incurring personal liability for financial
loss appears remote because (i) Article EIGHTH, Paragraph 2 of the
Declaration of Trust contains an express disclaimer of liability
for holders of Fund Shares for the obligations of the Company and
Article SEVENTH, Paragraph 6(a) requires that in every note, bond,
contract or other undertaking issued by or on behalf of the
Company include a recitation limiting the obligation represented
thereby to the Company and its assets and (ii) Article EIGHTH,
Paragraph 1 provides that the Company shall indemnify and hold
each shareholder of the Company harmless from and against all loss
and expense arising from liabilities to which such holder may
become subject by reason of being or having been a holder of Fund
Shares.
We hereby consent to the filing of this opinion with
the Notice.
Very truly yours,
/S/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM
