SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
The Gabelli Growth Fund
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
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the date of its filing.
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THE GABELLI GROWTH FUND
---------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on May 18, 1999
---------------
A Special Meeting of Shareholders of THE GABELLI GROWTH FUND (the
"Fund") will be held at the Greenwich Hyatt Regency, 1800 East Putnam
Avenue, Greenwich, Connecticut 06870, on May 18, 1999, at 10:00 a.m.
(eastern standard time), for the following purposes :
1. To consider and act upon amendments to the Fund's Declaration of
Trust to permit the Fund to offer additional classes of shares
(Proposal 1);
2. To consider and act upon a proposal to amend the Fund's fundamental
investment policy with respect to options to permit the Fund to buy
and sell put and call options on securities it holds or has the right
to obtain (Proposal 2);
3. To elect nine (9) Trustees of the Fund (Proposal 3);
4. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for the year ending December 31, 1999
(Proposal 4); and
5. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Trustees have fixed the close of business on March 24, 1999 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER.
By Order of the Trustees
JAMES E. MCKEE
Secretary
April __, 1999
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it
appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individuals signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp..................................... ABC Corp.
(2) ABC Corp..................................... John Doe,
Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer .................. John Doe
(4) ABC Corp., Profit Sharing Plan .............. John Doe,
Trustee
Fund Accounts
(1) ABC Fund .................................... Jane B. Doe,
Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 .......................... Jane Doe
Custodial or Estate Accounts
(1) John B. Smith, Custodian John B. Smith
f/b/o John B. Smith, Jr. UMA
(2) John B. Smith John B. Smith, Jr.,
Executor
THE GABELLI GROWTH FUND
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SPECIAL MEETING OF SHAREHOLDERS
To be Held on May 18, 1999
---------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
on behalf of the board of trustees (the "Board of Trustees") of The Gabelli
Growth Fund (the "Fund") of proxies to be voted at a Special Meeting of
Shareholders of the Fund to be held on Tuesday, May 18, 1999, at 10:00 a.m.
(eastern standard time), at the Greenwich Hyatt Regency, 1800 East Putnam
Avenue, Greenwich, Connecticut 06870, and at any adjournments thereof (the
"Meeting"), for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.
In addition to the solicitation of proxies by mail, officers of the
Fund and officers and regular employees of State Street Bank and Trust
Company, the Fund's transfer agent, and affiliates of State Street Bank and
Trust Company or other representatives of the Fund also may solicit proxies
by telephone, telegraph or in person. In addition, the Fund expects to
retain Georgeson and Company Inc. to assist in the solicitation of proxies
for a minimum fee of $3,000 plus reimbursement of expenses. The costs of
solicitation and the expenses incurred in connection with preparing the
Proxy Statement and its enclosures will be paid by the Fund. The Fund will
reimburse brokerage firms and others for their expenses in forwarding
solicitation materials to the beneficial owners of shares. The Fund's most
recent annual report is available upon request, without charge, by writing
the Fund at One Corporate Center, Rye, New York, 10580-1434 or calling the
Fund at 1-800-422-3554.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted FOR
Proposals 1, 2, 3 and 4 listed in the accompanying Notice of Special
Meeting of Shareholders, unless instructions to the contrary are marked
thereon, and in the discretion of the proxy holders as to the transaction
of any other business that may properly come before the Meeting. Any
shareholder who has given a proxy has the right to revoke it at any time
prior to its exercise either by attending the Meeting and voting his or her
shares in person or by submitting a letter of revocation or a later-dated
proxy to the Fund at the above address prior to the date of the Meeting.
In the event a quorum is present at the Meeting but sufficient votes
to approve any of the proposed items is not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or
more of the proposals prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy and the persons named as proxies will vote
those proxies which they are entitled to vote FOR or AGAINST any such
proposal in their discretion.
The close of business on March 24, 1999 has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the Meeting and all adjournments thereof.
Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the
record date there were __ shares of common stock of the Fund outstanding.
To the knowledge of the management of the Fund, no person owns of
record or beneficially 5% or more of the shares of the Fund except that, as
of March 24, 1999, Charles Schwab & Co. owns approximately __% of the
outstanding shares of the Fund on behalf of its client and disclaims
beneficial ownership.
This Proxy Statement is first being mailed to shareholders on or
about April __, 1999.
PROPOSAL 1: TO CONSIDER AND ACT UPON AMENDMENTS
TO THE FUND'S DECLARATION OF TRUST TO PERMIT THE FUND
TO OFFER ADDITIONAL CLASSES OF SHARES
At present, shares of the Fund may be purchased and redeemed at net
asset value without charge. Approval of Proposal 1 will not diminish the
ability of shareholders to purchase and redeem shares at net asset value
without charge. Rather, Proposal 1 is designed to permit the Fund to offer
additional classes of shares to new investors through additional
distribution channels. Mutual fund distributors are increasingly employing
a variety of different types and combinations of sales charge arrangements
targeted to the needs of particular types of investors. Management of the
Fund believes that the Fund should be structured to be in a position to
provide the distribution alternatives and investment flexibility provided
by other similarly situated funds that offer multiple classes of shares.
Management believes that approval of Proposal 1 will enhance the potential
for the Fund to attract additional investors in a manner that could provide
additional benefits for all investors in the Fund.
Over the past year, management of the Fund has examined various
distribution alternatives for the Fund. Following this analysis, and based
on a review of mutual fund distribution alternatives and discussions with
experts in mutual fund marketing, management recommended that the Board of
Trustees consider obtaining shareholder authorization to convert the Fund
to a multiple-class structure authorized to offer separate sub-series
("classes") of shares of beneficial interest with different distribution
and service arrangements. On March 9, 1999, the Board of Trustees
unanimously approved amendments to the Fund's Declaration of Trust that
will enable the Fund to offer additional classes of shares. The Board of
Trustees also approved the adoption of a plan on behalf of the Fund
pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act") pursuant to which the Fund may issue multiple classes of
shares with varying distribution and service arrangements.
Management of the Fund believes that the Fund may benefit by having
the flexibility to offer multiple classes of shares within the load and
no-load product markets. In particular, growth in assets would reduce the
expense ratios of the Fund, which would improve the returns of the Fund for
its shareholders. Moreover, management believes that by having the
flexibility to offer multiple classes of shares, the Fund will be able to
offer a wider variety of exchange options between the Fund and other funds
managed by Gabelli Funds, LLC (the "Adviser") or an affiliate, at net asset
value, thereby increasing shareholders' investment flexibility and the
attractiveness of the Fund. To the extent multiple classes are implemented
for the Fund and the Fund raises additional assets, use of the multiple
class system would likely result in some reduction in annual expenses per
share for the Fund.
If Proposal 1 is approved, the Fund will continue to offer its
existing class of shares as a no-load class with a continuing service fee
and the Fund will be in a position to begin offering (although it may
decide not to do so) one or more of the following new classes of shares:
Class A Shares subject to a front-end sales charge and a continuing Rule
12b-1 distribution fee; Class B Shares subject to a declining contingent
deferred sales charge ("CDSC") until held for eighty-four months, a
continuing 12b-1 distribution fee and a continuing service fee; and Class C
Shares subject to a CDSC until held for twenty-four months, a continuing
Rule 12b-1 distribution fee and a service fee. Class B Shares will convert
to Class A Shares on the first business day of the eighty-fifth calendar
month following the calendar month in which such shares were issued. The
existing class of shares of the Fund will be redesignated as Class AAA
without change in its rights and privileges.
The proposed amendments to the Fund's Declaration of Trust will:
o Enable the Board of Trustees to divide the shares of beneficial
interest of the Fund to create separate classes with different
sales charge and distribution financing alternatives within each
class;
o Permit the Board of Trustees to provide for the automatic conversion
of one or more classes into another class upon terms and conditions
established pursuant to the amended Declaration of Trust and set
forth in the Fund's current registration statement at the time of
purchase;
o Permit the Board of Trustees in the future to further divide the
shares of beneficial interest of the Fund to create additional
series and classes within such series as they deem appropriate
and in the best interest of the Fund and its shareholders;
A copy of the proposed amendments to the Fund's Declaration of Trust
is set forth in Exhibit A.
Required Vote
Approval of Proposal 1 requires the affirmative vote of a majority of
the shares of beneficial interest of the Fund outstanding on the record
date.
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
PROPOSAL 2: TO CONSIDER AND ACT UPON A PROPOSAL TO AMEND
THE FUND'S FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO OPTIONS TO
PERMIT THE FUND TO BUY AND SELL PUT AND CALL OPTIONS
ON SECURITIES IT HOLDS OR HAS THE RIGHT TO OBTAIN
The Board of Trustees has approved modifying the Fund's fundamental
investment policy on investment in options to permit the Fund to purchase
and sell put and call options on securities in its portfolio. Fundamental
policies may be changed only by shareholder vote.
The Fund's current fundamental policy in the area of investing in
options is as follows:
The Fund may not: sell securities short or invest in puts,
calls, straddles, spreads or any combination thereof.
This fundamental policy would be amended to read as follows:
The Fund may not: sell securities short or invest in options, except
that the Fund may (i) buy put options on assets it holds or has the
right to obtain, (ii) sell call options on securities it holds or has
the right to obtain, and (iii) buy and sell offsetting options to
terminate the Fund's obligations.
A description follows of the transactions in options in which it is
proposed the Fund currently be permitted to engage, along with a discussion
of the risks associated with investing in such options. This language will
become a part of the Fund's Prospectus and Statement of Additional
Information, as the case may be, as it may be amended from time to time.
Writing Covered Call Options
The Fund may write (sell) "covered" call options and purchase options
to close out options previously written by the Fund. In writing covered
call options, the Fund expects to generate additional premium income which
should serve to enhance the Fund's total return and reduce the effect of
any price decline of the asset involved in the option.
A call option gives the holder (buyer) the "right to purchase" a
security, currency or other asset at a specified price (the exercise price)
at expiration of the option (European style) or at any time until a certain
date (the expiration date) (American style). So long as the obligation of
the writer of a call option continues, he may be assigned an exercise
notice by the broker-dealer through whom such option was sold, requiring
him to deliver the underlying security or currency against payment of the
exercise price. This obligation terminates upon the expiration of the call
option, or such earlier time at which the writer effects a closing purchase
transaction by repurchasing an option identical to that previously sold. To
secure his obligation to deliver the underlying security or currency in the
case of a call option, a writer is required to deposit in escrow the
underlying security or currency or other assets in accordance with the
rules of a clearing corporation. The Fund will write only covered call
options. This means that the Fund will own at least the same quantity of
the security, currency or other assets subject to the option or an option
to purchase the same underlying security, currency or other asset, having
an exercise price equal to or less than the exercise price of the "covered"
option, or will establish and maintain with its custodian for the term of
the option, an account consisting of cash or liquid securities having a
value equal to the fluctuating market value of the optioned assets.
Portfolio assets on which call options may be written will be
purchased solely on the basis of investment considerations consistent with
the Fund's investment objectives. The writing of covered call options is a
conservative investment technique believed to involve relatively little
risk (in contrast to the writing of naked or uncovered options, which the
Fund will not do), but capable of enhancing the Fund's total return.
Writing covered call options may be used by the Fund to reduce its exposure
to securities it does not wish to sell at the time it writes the option.
When writing a covered call option, the Fund, in return for the premium,
gives up the opportunity for profit from a price increase in the underlying
asset above the exercise price, retains the risk of loss should the price
decline and also gives up, to some degree, control over the timing of sale
of the underlying assets. If a call option which the Fund has written
expires, the Fund will realize a gain in the amount of the premium;
however, such gain may be offset by a decline in the market value of the
underlying asset during the option period. If the call option is exercised,
the Fund will realize a gain or loss from the sale of the underlying asset.
The Fund does not consider an asset covering a call to be "pledged" as that
term is used in the Fund's policy which limits the pledging or mortgaging
of its assets.
Closing transactions will be effected in order to realize a profit on
an outstanding call option, to prevent an underlying asset from being
called, or to permit the sale of the underlying asset. Furthermore,
effecting a closing transaction will permit the Fund to write another call
option on the underlying asset with either a different exercise price or
expiration date or both. If the Fund desires to sell a particular asset
from its portfolio on which it has written a call option, or purchased a
put option, it will seek to effect a closing transaction prior to, or
concurrently with, the sale of the asset. If the Fund cannot enter into
such a transaction, it may be required to hold an asset that it might
otherwise have sold. There is, of course, no assurance that the Fund will
be able to effect such closing transactions at a favorable price.
Call options written by the Fund will normally have expiration dates
of less than nine months from the date written. The exercise price of the
options may be below, equal to, or above the current market values of the
underlying securities or currencies at the time the options are written.
From time to time, the Fund may purchase an underlying asset for delivery
in accordance with an exercise notice of a call option assigned to it,
rather than delivering such asset from its portfolio. In such cases,
additional costs may be incurred.
The Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than the premium
received from the writing of the option. Because increases in the market
price of a call option will generally reflect increases in the market price
of the underlying asset, any loss resulting from the repurchase of a call
option is likely to be offset in whole or in part by appreciation of the
underlying asset owned by the Fund.
Purchasing Put Options
The Fund may purchase put options in securities, currencies or
other assets owned by the Fund or on options to purchase the same
underlying security, currency or other assets, having an exercise price
equal to or less than the exercise price of the put option. As the holder
of a put option, the Fund would have the right to sell the underlying asset
at the exercise price at any time during the option period or at the
expiration of the option. The Fund may enter into closing sale transactions
with respect to such options, exercise them or permit them to expire. The
Fund may purchase put options for defensive purposes in order to protect
against an anticipated decline in the value of its assets. An example of
such use of put options is provided below.
The Fund may purchase a put option on an underlying asset owned
by the Fund (a "protective put") but does not wish to sell at that time as
a defensive technique in order to protect against an anticipated decline in
the value of the asset. Such hedge protection is provided only during the
life of the put option when the Fund, as the holder of the put option, is
able to sell the underlying asset at the put exercise price regardless of
any decline in the underlying asset's value. For example, a put option may
be purchased in order to protect unrealized appreciation of an asset where
the Adviser deems it desirable to continue to hold the asset because of tax
considerations. The premium paid for the put option and any transaction
costs would reduce any capital gain otherwise available for distribution
when the asset is eventually sold.
Required Vote
Approval of Proposal 2 requires the affirmative vote of a majority of
the shares as defined under the 1940 Act (either 67% of the shares present
at the meeting, if holders of more than 50% of the outstanding shares are
present in person or by proxy, or more than 50% of the outstanding shares,
whichever is less).
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3: TO ELECT NINE TRUSTEES OF THE FUND
At the Meeting, the nominees named below will be voted upon as
Trustees of the Fund and if elected will hold office until their successors
are elected and qualified. Messrs. Christiana, Pustorino and Torna have
served as Trustees since the inception of the Fund and were elected by the
shareholders on March 18, 1988. Mr. Colavita has served as a Trustee since
his appointment by the Board of Trustees on November 18, 1989. Mr. Colavita
was elected by the shareholders on May 11, 1992. Messrs. Gabelli, Pohl and
van Ekris have served as Trustees since their elections by shareholders on
May 11, 1992. Mr. John D. Gabelli has served as a Trustee since his
appointment by the Board of Trustees on March __, 1999. Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the
proxy FOR the election of the nominees named below. Each nominee has
indicated that he will serve if elected, but if any nominee should be
unable to serve, the proxy will be voted for any other person determined by
the persons named in the proxy in accordance with their judgment. The
address of each of the Directors is One Corporate Center, Rye, New York,
10580.
Number and
Percentage
of Shares
Beneficially
Owned**
Directly or
Position with the Fund Indirectly
Name (Age) and Principal Occupation on March 24,
Position During Past Five Years 1999
- -------------------- ------------------------------- ---------------
Mario J. Chairman of the Board and _______***
Gabelli* (56) President of the Fund since
President, Trustee 1993; Chairman of the Board
and Chief and Chief Executive
Investment Officer of Gabelli Asset
Officer Management, Inc. and Chief
Investment Officer of the
Adviser, Gabelli Asset
Management, Inc. and GAMCO
Investors, Inc.;
Chairman of the Board and
Chief Executive Officer of
Lynch Corporation, a
diversified manufacturing and
communications services
company, and Director of
East/West Communications, Inc.
(1)(2)(3)(4)(5)(6)(7)(8)(9)
(10)(11)(12)(15)
Felix J. Formerly Senior Vice President _______***
Christiana (73) of Dollar Dry Dock
Trustee Savings Bank.
(1)(2)(3)(4)(5)(8)(10)(13)(15)
Anthony J. President and Attorney at Law _______***
Colavita (64) in the law firm of
Trustee Anthony J. Colavita, P.C.
since 1961.
(1)(2)(3)(4)(5)(6)(7)(8)(9)
(11)(12)(13)(14)
James P. Conn (60) Former Managing Director/Chief _______***
Trustee Investment Officer of
Financial Security
Assurance Holdings Ltd.,
1992-1998; Director of
Santa Anita Operating
Company since 1995;
Director of California
Jockey Club since 1983;
and Director of
Meditrust Corporation
and First Republic Bank.
(1)(2)(10)(14)(15)
John D. Gabelli (53) Senior Vice President of _______***
Trustee Gabelli & Company, Inc.
and Director of Gabelli
Advisers, Inc.
(1)(2)(5)(8)
Karl Otto Pohl* (69) Member of the Shareholders _______***
Trustee Committee of Sal
Oppenheim Jr. and Cie.
(private investment bank);
Former President of the
Deutsche Bundesbank
(Germany's Central Bank) and
Chairman of its Central
Bank Council (1980-1991);
Currently board member of
Gabelli Asset Management,
Inc., Zurich Verischerungs-
Gesellshaft (insurance),
TrizecHahn Corp., and
the International
Council for JP Morgan & Co.
(1)(2)(3)(4)(5)(6)(7)(8)(9)
(10)(11)(12)(13)(14)(15)
Anthony R. Certified Public Accountant; _______***
Pustorino, CPA (72) Professor of Accounting,
Trustee Pace University, since 1965.
(1)(2)(3)(4)(5)(10)(11)(13)
(15)
Anthony Torna* (71) Registered Representative with _______***
Trustee Herzog, Heine &
Geduld, Inc. (2)
Anthonie C. van Managing Director of Balmac _______***
Ekris (63) International Ltd.;
Trustee Director of Stahal Hardmayer
A.Z. and Spinnaker
Industries, Inc.
(1)(2)(3)(4)(5)(6)(7)(8)(9)
(10)(11)(12)(13)(14)
- ------------
* "Interested person" of the Fund, as defined in the 1940 Act.
Mr. Gabelli is an "interested person" of each fund as a
result of his employment as an officer of the Fund and the Adviser.
Mr. Gabelli is a registered representative of an affiliated
broker-dealer. Mr. Pohl is a director of Gabelli Asset Management
Inc., the indirect parent company of the Adviser. Mr. Torna
is a registered representative of a company that the Adviser uses
as a Broker.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended. The information as to
beneficial ownership is based upon information furnished to the Equity
Trust by the Trustees.
*** Less than 1%.
(1) Trustee of The Gabelli Asset (8) Director of Gabelli Global
Fund. Series Funds, Inc.
(2) Trustee of The Gabelli Growth (9) Director of Gabelli Gold
Fund. Fund, Inc.
(3) Director of The Gabelli Value (10) Director of The Gabelli
Fund Inc. Global Multimedia Trust
(4) Director of The Gabelli Inc.
Convertible Securities Fund, (11) Director of Gabelli Capital
Inc. Series Funds, Inc.
(5) Director of Gabelli Equity (12) Director of Gabelli
Series Funds, Inc. International Growth Fund, Inc.
(6) Trustee of The Gabelli Money (13) Director of the Treasurer's
Market Funds Fund, Inc.
(7) Director of Gabelli Investor (14) Trustee of the Gabelli
Funds, Inc. Westwood Funds
(15) Director of The Gabelli
Equity Trust Inc.
The Fund pays each Trustee not affiliated with the Adviser or
its affiliates, a fee of $6,000 per year plus $500 per meeting attended in
person and by telephone, together with the Trustee's actual out-of-pocket
expenses relating to attendance at meetings. The aggregate remuneration
paid by the Fund to such Trustees during the fiscal year ended December 31,
1998, amounted to $62,000. The chairman of each committee of the Board of
Trustees receives $21,000 per year and all committee members receive $500
per meeting.
During the year ended December 31, 1998, the Trustees of the
Fund met four times, none of which were special meetings of Trustees. Each
Trustee then serving in such capacity attended at least 75% of the meetings
of Trustees and of any Committee of which he is a member. Messrs.
Christiana and Pustorino (chairman) serve on the Fund's Audit Committee and
these Trustees are not "interested persons" of the Fund as defined in the
1940 Act. The Audit Committee is responsible for recommending the selection
of the Fund's independent accountants and reviewing all audit as well as
non-audit accounting services performed for the Fund. During the fiscal
year ended December 31, 1998, the Audit Committee met two times.
The Trustees serving on the Fund's Nominating Committee are
Messrs. Colavita (chairman) and Christiana. The Nominating Committee is
responsible for recommending qualified candidates to the Board in the event
that a position is vacated or created. The Nominating Committee would
consider recommendations by shareholders if a vacancy were to exist. Such
recommendations should be forwarded to the Secretary of the Fund. The
Nominating Committee did not meet during the fiscal year ended December 31,
1998. The Fund does not have a standing compensation committee.
The following table sets forth certain information regarding
the compensation of the Fund's Trustees. Each officer of the Fund is also
employed by the Adviser and receives no additional compensation or expense
reimbursement from the Fund.
Compensation Table
for the Fiscal Year Ended
December 31, 1998
----------------------------------
Total Compensation
Aggregate from the Fund and
Name of Person and Compensation Fund Complex
Position from the Fund Paid to Trustees*
- -------------------- -------------- ---------------------
Mario J. Gabelli $0 $0(0)
President, Trustee and Chief
Investment Officer
John D. Gabelli $0 $0(0)
Trustee
Felix J. Christiana $9,000 $88,500(9)
Trustee
Anthony J. Colavita $9,000 $82,000(13)
Trustee
James P. Conn $8,000 $46,000(5)
Trustee
Karl Otto Pohl $9,000 $102,466(15)
Truste
Anthony R. Pustorino, CPA $11,000 $100,500(9)
Trustee
Anthony Torna $8,000 $8,000(1)
Trustee
Anthonie C. van Ekris $8,000 $57,500(10)
Trustee
- ----------------
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 1998 by investment companies (including
the Fund) from which such person receives compensation that are considered
part of the same fund complex as the Fund because they have common or
affiliated investment advisers. The number in parenthesis represents the
number of such investment companies.
Dugald A. Fletcher and Salvatore J. Zizza resigned as Trustees of the
Fund on March 11, 1997 and March 19, 1997, respectively. They continue to
serve as advisors to the Trustees, for which they receive compensation.
Bruce N. Alpert, Vice President and Treasurer of the Fund and James
E. McKee, Secretary of the Fund are the only executive officers of the Fund
not included in the listing of Trustees above. Mr. Alpert is 47 years old
and has served as an officer of the Fund since its inception. He currently
serves as Vice President and Chief Operating Officer of the Adviser, as an
officer of each mutual fund managed by the Adviser and its affiliates. Mr.
McKee is 36 years old and has served as Secretary of the Fund since August,
1995. He has served as Vice President, General Counsel and Secretary of
Gabelli Asset Management Inc. since February, 1999 and of the Adviser since
August, 1995. Mr. McKee also serves as Secretary for each mutual fund
managed by the Adviser and its affiliates. The business address of each of
these officers is One Corporate Center, Rye, New York 10580-1434.
Required Vote
The affirmative vote of holders of a plurality of the shares of
beneficial interest in the Fund present at the meeting is required to elect
each of the Trustees named above.
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
PROPOSAL 4: TO RATIFY THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND
FOR ITS FISCAL YEAR ENDING DECEMBER 31, 1999
The Board of Directors, including a majority of the Directors who are
not "interested persons" of the Fund, at a meeting called for that purpose,
has selected the firm of PricewaterhouseCoopers LLP, 1177 Avenue of the
Americas, New York, New York, 10031 to serve as independent accountants for
the Fund's fiscal year ending December 31, 1999. The Fund knows of no
direct or indirect financial interest of such firm in the Fund.
PricewaterhouseCoopers LLP has advised the Fund that it is independent with
respect to the Fund in accordance with the applicable requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission.
Representatives of PricewaterhouseCoopers LLP will attend the Meeting
to answer appropriate questions only if such questions are submitted to the
management of the Fund prior to the Meeting.
Required Vote
Approval of Proposal 4 requires the affirmative vote of a majority of
the shares of beneficial interest of the Fund present at the meeting.
THE BOARD OF TRUSTEES, INCLUDING THE "NON-INTERESTED" TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 4.
The Investment Adviser
Gabelli Funds, LLC, a newly-formed New York limited liability company
and successor to Gabelli Funds, Inc., acts as investment adviser to the
Fund. The business address for the Adviser is One Corporate Center, Rye,
New York 10580-1434.
Broker Non-Votes and Abstentions
If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), is unmarked or marked
with an abstention (collectively, "abstentions"), the shares represented
thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business.
Because broker non-votes and abstentions are not treated as shares voted,
any broker non-votes and abstentions would have the same effect as a vote
AGAINST Proposals 1 and 2 and would have no impact on Proposals 3 and 4.
Shareholders of the Fund will be informed of the voting results of
the Meeting in the Fund's Semi-Annual Report for the period ended June 30,
1999.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters are properly brought before the Meeting, the
persons named in the accompanying form of proxy will vote thereon in
accordance with their judgment.
SHAREHOLDER PROPOSALS
The Fund does not hold regular annual meetings. Any shareholder of
the Fund desiring to present a proposal for inclusion in the Fund's proxy
statement and proxy relating to the Fund's next meeting of shareholders
should submit such proposal to the Fund.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
|X| PLEASE MARK VOTES AS IN THIS EXAMPLE
For Against Abstain
|_| |_| |_|
THE GABELLI 1) To consider and act upon
GROWTH FUND Articles of Amendment to
the Fund's Declaration
of Trust to permit
the Fund to offer
additional classes of
shares; and
For Against Abstain
|_| |_| |_|
2) To consider and act
upon a proposal to
amend the Fund's
fundamental investment
policy with respect to
options to permit the
Fund to buy and sell
put and call options
on securities it holds
or has the right to
obtain;
For All Withholding For All
Nominees Authority Except
|_| |_| |_|
3) To elect nine (9)
Trustees of the Fund:
Mario J. Gabelli,
Felix J. Christiana,
Anthony J. Colavita,
James P. Conn, John D.
Gabelli, Karl Otto
Pohl, Anthony R.
Pustorino, Anthony
Torna and Anthonie C.
van Ekris; and
Note: If you do not
wish your shares voted
"For" a a particular
nominee(s), mark the
"For All Except" box
and strike a line
through the name(s) of
the nominee(s). Your
shares will be voted
for the remaining
nominee(s)
For Against Abstain
|_| |_| |_|
4) To ratify the
selection of
PricewaterhouseCoopers
LLP as the independent
accountants of the
Fund for the year
ending December 31,
1999; and
For Against Abstain
|_| |_| |_|
5) To transact such other
business as may
properly come before
the Meeting or any
adjournment thereof.
Please be sure to sign Date
and date this
Proxy.
- -------------------------------------------------
Shareholder sign here Co-owner sign here
- -------------------------------------------------
Mark box at right if comments |_|
or address changes have been noted
on the reverse side of this card.
DETACH CARD
THE GABELLI GROWTH FUND
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot. The enclosed proxy materials discuss the proposals in detail.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting of Shareholders on
May 18, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
The Gabelli Growth Fund
The Gabelli Growth Fund
This proxy is solicited on behalf of the Trustees
The undersigned hereby appoints Mario J. Gabelli, Bruce N. Alpert, and
James E. McKee, and each of them, attorneys and proxies of the undersigned,
with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of The
Gabelli Growth Fund (the "Fund") which the undersigned is entitled to vote
at a Special Meeting of Shareholders of the Fund to be held at the
Greenwich Hyatt Regency, 1800 East Putnam Avenue, Greenwich, Connecticut
06870, on May 18, 1999 at 10:00 a.m. (eastern standard time), and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Special Meeting of Shareholders and Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated
herein, in their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting.
A majority of the proxies present, and acting at the Meeting in person or
by substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the Proposal. Please refer to the Proxy Statement for a
discussion of the Proposal.
- ----------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or
here title.
- ---------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
Exhibit A
ARTICLES OF AMENDMENT
OF
THE GABELLI GROWTH FUND
The Gabelli Growth Fund, a Massachusetts business trust, having its
principal office at One Corporate Center, Rye, New York 10580 (the
"Trust"), certifies as follows:
FIRST: The Declaration of Trust of the Trust (the "Declaration of
Trust") is hereby amended by deleting the words "equal proportionate" from
the definition of "Shares" in Article SECOND thereof, so that such
definition reads as follows:
5. "Shares" means the units of interest into which the
beneficial interest in the Trust shall be divided from time to time and
includes fractions of Shares as well as whole Shares.
SECOND: The Declaration of Trust of the Trust (the "Declaration of
Trust") is hereby amended by deleting Article FOURTH thereof and inserting
in its place the following:
FOURTH: The beneficial interest in the Trust shall at all times
be divided into an unlimited number of transferable Shares. Contributions
to the Trust may be accepted for, and Shares shall be redeemed as, whole
Shares and/or 1/1,000ths of a Share or multiple thereof. The Board of
Trustees of the Trust may classify and reclassify issued and unissued
Shares into one or more classes and one or more subseries of any or all of
such classes, each of which classes and subseries thereof shall, subject to
the provisions set forth in (a) through (f) below, have such designations,
powers, preferences, voting, conversion and other rights, limitations,
qualifications and terms and conditions as the Board of Trustees of the
Trust shall determine from time to time with respect to each such class or
subseries; provided, however, that no reclassification of any issued and
outstanding Shares and no modifications of any of the designations, powers,
preferences, voting, conversion or other rights, limitations,
qualifications and terms and conditions of any issued and outstanding
Shares may be made by the Board of Trustees without the approval of not
less than a majority of the issued and outstanding Shares of all classes or
subseries (or, to the extent provided herein, each class or subseries)
affected by such reclassification or modification or, if less, not less
than two-thirds of the Shares of such class or classes or subseries or
subseries present and voting thereon at a meeting at which at least one-
half of such issued and outstanding Shares are present and voting if such
reclassification or such modifications in the aggregate would be materially
adverse to the designations, powers, preferences, voting, conversion and
other rights and terms and conditions then in effect for such class or
classes or subseries or subseries.
(a) All consideration received by the Trust for the issue
or sale of Shares of each such class, together with all income, earnings,
profits and proceeds thereof, including any proceeds derived form the sale,
exchange or liquidation thereof, and any funds or payments derived form any
reinvestment of such proceeds in whatever form the same may be, together
with such class' share of any assets of the Trust not otherwise allocated
to any particular class, shall irrevocably belong to the class of Shares
with respect to which such assets, payments, or funds were received by the
Trust for all purposes, subject only to the rights of creditors, shall be
so handled upon the books of account of the Trust, and are herein referred
to as "assets belonging to" such class. Assets not otherwise allocated to
any particular class shall belong to each class in the proportion that the
aggregate net assets otherwise belonging to each such class bears to the
aggregate net assets (other than such unallocated assets) of the Trust.
(b) Dividends or distributions on Shares of any such class,
whether payable in Shares, in assets belonging to such class or in cash,
shall be paid only out of earnings, surplus or other assets belonging to
such class.
(c) In the event of the liquidation or dissolution of the
Trust or of any such class, Shareholders of each affected class shall be
entitled to receive, out of the assets of the Trust available for
distribution to Shareholders, the assets belonging to such class; and the
assets so distributable to the Shareholders of any such class shall be
distributed among such Shareholders in proportion to the number of Shares
of such class held by them and recorded on the books of the Trust, or, if
such class has more than one subseries, to the Shareholders of each such
subseries in an aggregate amount equal to the proportion of the aggregate
net assets belonging to such class that the product of the net asset value
per Share of such subseries on the applicable times the number of Shares of
such subseries outstanding on such date bears to the aggregate net assets
belonging to such class and to each such Shareholder in proportion to the
number of Shares of such subseries held by such Shareholder and recorded on
the books of the Trust.
(d) The assets belonging to any such class of Shares shall
be charged with the liabilities allocable to such class. Liabilities not
otherwise allocated to any particular class shall belong to each class in
the proportion that the aggregate net assets belonging to each such class
bears to the aggregate net assets of the Trust, in each case without taking
such unallocated liabilities into account. The liabilities so allocated to
a class are herein referred to as "liabilities belonging to" such class.
The liabilities belonging to each class shall be further allocated to each
subseries of such class. The determination of the Board of Trustees shall
be conclusive as to the amount of liabilities, including accrued expenses
and reserves, as to whether any liabilities are allocable to one or more
classes or one or more subseries of a class, and as to the allocation of
any of the same as to a given class or subseries.
(e) At all meetings of Shareholders, each shareholder of
each Share of each such class of the Trust shall be entitled to one vote
for each Share on each matter presented to Shareholders at any such
meeting, irrespective of the class, standing in his name on the books of
the Trust, except that where a vote of the holders of the Shares of any
class or subseries, or of more than one class or subseries, or of only a
certain class or subseries of only certain classes or subseries, voting by
class or subseries, is required by the 1940 Act, any rules or regulations
thereunder or any plan adopted by the Board of Trustees pursuant thereto,
and/or by Massachusetts law as to any matter, the holders of such class or
classes or subseries or subseries, by class or subseries, shall be entitled
to vote upon such matter by class or subseries and, to the extent so
required, the holders of any other class or classes or subseries or
subseries shall not be entitled to vote thereon. Any fractional Share, if
any such fractional Shares are outstanding, shall carry proportionately all
the rights of a whole Share, including the right to vote and the right to
receive dividends.
(f) When the Trust has more than one class of Shares
outstanding, (i) the redemption rights provided to the holders of the
Trust's Shares shall be deemed to apply only to the assets belonging to
each respective class; and (ii) the net asset value per Share computation
as provided for in Article SEVENTH shall be applied to each respective
class and to each subseries of each such class as if each such class were
the Trust as referred to in such computation, but with its assets limited
to the assets belonging to such class and its liabilities limited to the
liabilities belonging to such class, with all such liabilities being
allocated among the subseries of such class in accordance with (d) above
for purposes of determining the net asset value per Shares of each such
subseries.
THIRD: The Declaration of Trust of the Trust (the "Declaration of
Trust") is hereby amended by adding the following at the end of Article
FIFTH:
7. The ownership of Shares shall be recorded in the books of the
Trust or a transfer agent. The Trustees may make such rules as they
consider appropriate for the transfer of Shares and similar matters.
The record books of the Trust or any transfer agent, as the case may
be, shall be conclusive as to who are the holders of Shares and as to
the number of Shares held from time to time by each.
8. The Trustees shall accept investments in the Trust from such
persons and on such terms as they may from time to time authorize.
9. Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees.
10. There shall be no cumulative voting rights with respect to
any Shares or class or subseries of Shares of the Trust.
FOURTH: The Declaration of Trust of the Trust (the "Declaration of
Trust") is hereby amended by deleting sections 4 and 12 of Article EIGHTH
thereof and inserting in their places the following:
4. This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (a), (b) and (c) of this
paragraph 4.
(a) The Trustees, with the favorable vote of the holders of
more than 50% of the outstanding Shares entitled to vote, or the
favorable vote of the holders of more than 50% of the Shares of any
affected class, may sell and convey as an entirety the assets of the
Trust or of such class, (which sale may be subject to the retention of
assets for the payment of liabilities and expenses) to another issuer
for a consideration which may be or include securities of such issuer.
Upon making provision for the payment of liabilities, by assumption by
such issuer or otherwise, the Trustees shall distribute the remaining
proceeds among the holders of the Shares of the Trust of such class,
then outstanding in accordance with the provisions hereof.
(b) The Trustees, with the favorable vote of the holders of
more than 50% of the outstanding Shares entitled to vote, or the
favorable vote of the holders of more than 50% of the Shares of any
affected Series, may at any time sell and convert into money all the
assets of the Trust or of any class. Upon making provisions for the
payment of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust, the Trustees shall distribute the
remaining assets of the Trust among the holders of the Shares of this
Trust or such class, then outstanding in accordance with the
provisions hereof.
(c) If the action relates to the entire Trust, upon
completion of the distribution of the remaining proceeds or the
remaining assets as provided in sub-sections (a) and (b), the Trust
shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and
interest of all parties shall be cancelled and discharged.
12. If authorized by vote of the Trustees and the favorable vote
of the holders of more than 50% of the outstanding Shares entitled to
vote on such matter, or by any larger vote which may be required by
applicable law in any particular case, the Trustees shall amend or
otherwise supplement this instrument, by making a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof;
however, any such supplemental declaration of Trust may be authorized
by the vote of a majority of the Trustees then in office without any
Shareholder vote to change the name of the Trust or to classify or
reclassify, or to establish or modify the designations, powers,
preferences, voting, conversion or other rights or limitations of, any
issued and outstanding or to the extent provided by Article FOURTH;
any supplemental Declaration of Trust may be executed by and on behalf
of the Trust and the Trustees by any officer or officers of the Trust.
FIFTH: This amendment was approved by a majority of the Trust's
Board of Trustees and by a majority vote of the holders of shares of
beneficial interest of the Trust currently outstanding at a special meeting
of the Trust's shareholders duly convened on _________________, all in
accordance with the Massachusetts Business Trust Law and the Declaration of
Trust.
IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment
to be signed in its name and on its behalf on this ___ day of _________ by
its Vice President and Treasurer, who acknowledges that these Articles of
Amendment are the act of The Gabelli Growth Fund 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: THE GABELLI GROWTH FUND
_____________________________ By:________________________________(SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
