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, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year:
152,790 shares*
$3,714,325
*Of these shares, 152,790 shares are being used to reduce the registration fee
pursuant to this Rule 24f-2 Notice, leaving no shares unsold.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
467,044.76 shares*
$10,863,461
*Of these shares, 467,044.76 shares are being used to reduce the registration
fee pursuant to this Rule 24f-2 Notice, leaving no shares unsold.
9. Number and aggregate sale price of securities sold during the fiscal year:
18,297,462 shares
$445,159,849
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
17,677,627 shares
$430,582,063
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):
2,151,430 shares
$51,935,527
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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): $430,582,063
(ii)Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +$ 51,935,527
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable) -$470,483,852
(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): $ 12,033,738
(vi)Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 3,646.59
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).
[ X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 27, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
/s/ Bruce N. Alpert
Bruce N. Alpert
President and Treasurer
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature
February 26, 1997
The Gabelli Growth Fund
One Corporate Center
Rye, New York 10580
Re: Filing of Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special counsel to The Gabelli 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 18,297,462 Shares
of beneficial interest, par value $.01 per share (the "Fund Shares"), of the
Company for the fiscal year ended December 31, 1996.
In connection with the foregoing, we have examined the
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Declaration of Trust of the Company dated 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
May 1, 1996 by Post-Effective Amendment No. 13 under the Securities Act of 1933,
as amended, and Amendment No. 14 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 LLP
