GABELLI GROWTH FUND, 485APOS, 1999-03-01

GABELLI GROWTH FUND
485APOS, 1999-03-01

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Registrant Nos. 33-10583 and 811-4873

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT No.
POST-EFFECTIVE AMENDMENT No. 16 X
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT No. 17 X

THE GABELLI GROWTH FUND
(Exact Name of Registrant as Specified in Charter)

One Corporate Center, Rye, New York 10580-1434
(Address of Principal Executive Office)
Registrant's Telephone Number (800) 422-3554

Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center, Rye, New York 10580-1434
(Name and Address of Agent for Service)

Copies to:
James E. McKee, Esq. Richard T. Prins, Esq.
Gabelli Funds, Inc. Skadden, Arps, Slate, Meagher & Flom
One Corporate Center 919 Third Avenue
Rye, New York 10580-1434 New York, New York 10022

It is proposed that this filing will become effective
(check appropriate box):
immediately upon filing pursuant to Rule 485(b); or
X on May 1, 1998 pursuant to paragraph (b); or 60 days after
filing pursuant to Rule 485(a)(1); or on [____] pursuant to
paragraph (a)(1); or 75 days after filing pursuant to Rule
485(a)(2); or on [____] pursuant to paragraph (a)(2)

If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant will file a Rule 24f-2 Notice for its fiscal year ended
December 31, 1998 no later than March 31, 1999.

THE GABELLI GROWTH FUND
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com

PROSPECTUS
May 1, 1999

Class AAA Shares

This Prospectus contains important information about the Fund.
Please read it before investing and keep it
for future reference.

===============================================================================

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS A
CRIMINAL OFFENSE TO STATE OTHERWISE.
===============================================================================

TABLE OF 980836672CONTENTS980836672

Page

INVESTMENT AND PERFORMANCE SUMMARY..........................................3
INVESTMENT AND RISK INFORMATION.............................................5
MANAGEMENT OF THE FUND......................................................6
PURCHASING, SELLING AND EXCHANGING SHARES...................................7
PRICING OF FUND SHARES......................................................7
DISTRIBUTION PLAN...........................................................7
DIVIDENDS AND DISTRIBUTIONS.................................................8
TAX INFORMATION.............................................................8
FINANCIAL HIGHLIGHTS........................................................9

INVESTMENT AND PERFORMANCE SUMMARY

Investment Objective:
The Fund seeks to provide capital appreciation. Capital is the amount of money
you invest in the Fund. Capital appreciation is an increase in the value of your
investment. The Fund's secondary goal is to produce current income.

Principal Investment Strategies:
The Fund will primarily invest in equity securities consisting of common stocks
and securities which may be converted into common stocks. The Fund focuses on
securities of companies which appear to have favorable, yet undervalued,
prospects for earnings growth and price appreciation. The Fund's adviser invests
the Fund's assets in companies which it believes have above-average or expanding
market shares, profit margins and returns on equity.

Who May Want to Invest:
.........The Class AAA shares are offered only to
investors who acquire the shares directly from the Fund's distributor or through
a financial intermediary with whom the Distributor has entered into a selling
agreement.

.........The Fund may appeal to you if:

you are a long-term investor or saver
you are willing to accept the higher risks of losing a
portion of your principal in exchange for the opportunity to
potentially earn higher long-term returns
you seek both growth of capital and some income
you believe that the market will favor growth over value
stocks over the long term you wish to include a growth
strategy as a portion of your overall investments

You may not want to invest in the Fund if:

you are seeking a high level of current income
you are conservative in your investment approach
you seek to maintain the value of your original investment
more than potential growth of capital

Principal Risks:
The Fund's share price will fluctuate with changes in the market value of the
Fund's portfolio securities. Stocks are subject to market, economic and business
risks that cause their prices to fluctuate. When you sell Fund shares, they may
be worth less than what you paid for them. Consequently, you can lose money by
investing in the Fund. The Fund is also subject to the risk that the Fund's
adviser's judgments about the above-average growth potential of particular
companies' stocks is incorrect and the perceived value of such stocks is not
realized by the market, or their prices go down.

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since commencement of operations), and by showing how the Fund's average
annual returns for 1, 5 and 10 years compare to those of the S&P(R) 500 Stock
Index. As with all mutual funds, the Fund's past performance does not predict
how the Fund will perform in the future.

BAR CHART (Graphic Omitted)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Calendar Year Total Return

1998 29.8%
1997 42.6%
1996 19.4%
1995 32.7%
1994 (3.4)%
1993 11.3%
1992 4.5%
1991 34.3%
1990 (2.0)%
1989 40.1%

- ----------------------------------------------- ----------------------- ---------------------- ----------------------
Average Annual Total Returns Past One Year Past Five Years Past Ten Years
(for the periods ended December 31, 1998)
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
The Gabelli Growth Fund Class AAA Shares 29.8% 28.2% 19.8%
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
S&P(R)500 Stock Index* 28.60% 24.05% 19.19%
- ----------------------------------------------- ----------------------- ---------------------- ----------------------

* The S&P(R) 500 Composite Stock Price Index is a widely recognized,
unmanaged index of common stock prices. The performance of the Index does
not include expenses or fees.
</TABLE>

Fees and Expenses of the Fund:
This table describes the fees and expenses that you may pay if you buy and hold
Class AAA shares of the Fund.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees..................................................... 1.00%
Distribution (Rule 12b-1) Expenses1................................. 0.25%
Other Expenses............................................... ...... .16%
------
Total Annual Operating Expenses..................................... 1.41%
=====
- ----------------------
1 Long-term shareholders may indirectly pay more than the equivalent of the
maximum permitted front-end sales charge.

Expense Example

This example is intended to help you compare the cost of investing in Class AAA
shares of the Fund with the cost of investing in other mutual funds. The example
assumes (1) you invest $10,000 in the Fund for the time periods shown, (2) you
redeem your shares at the end of the period, (3) your investment has a 5% return
and (4) the Fund's operating expenses remain the same. This example is for
comparison only and your actual costs may be higher or lower.

1 Year 3 Years 5 Years 10 Years
- ------ ------- ------- --------

$143 $446 $771 $1,691

INVESTMENT AND RISK INFORMATION
The primary investment objective of the Fund is capital appreciation, and
current income is a secondary objective. The Fund's investment objective may not
be changed without shareholder approval. The Fund seeks to achieve its
investment objective by investing in a broad range of readily marketable common
stocks and securities convertible into similar common stocks.

The Fund focuses on securities of companies which appear to have favorable, yet
undervalued, prospects for earnings growth and price appreciation. The Fund's
adviser, Gabelli Funds, LLC (the "Adviser"), will invest the Fund's assets
primarily in companies which it believes have above-average or expanding market
shares, profit margins and returns on equity. The Adviser will sell any Fund
investments which lose their perceived value when compared to other investment
alternatives.

The Adviser uses fundamental security analysis to develop earnings forecasts for
companies and to identify investment opportunities. The Adviser bases its
analysis on general economic and industry data 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 management. Generally, the Adviser makes
investment decisions first by looking at individual companies and then by
scrutinizing their growth prospects in relation to their industries and the
overall economy. The Adviser seeks to invest in companies with high future
earnings potential relative to their current market valuations.

The Fund also may use the following investment techniques:

Foreign Securities. The Fund may invest up to 25% of its total
assets in securities of non-U.S. issuers.

Defensive Investments. When opportunities for capital appreciation do
not appear attractive or when adverse market or economic conditions
occur, the Fund may temporarily invest all or a portion of its assets
in "defensive investments." These include investment grade debt
securities, obligations of the U.S. Government and its agencies and
instrumentalities, and short-term money market instruments maturing in
less than one year such as high-quality commercial paper (rated at
least "A-1" by S&P or "P-1" by Moody's Investors Service, Inc.). When
following a defensive strategy, the Fund will be less likely to achieve
its investment goals.

Borrowing. The Fund may borrow money from banks (1) as may be
necessary for the clearance of portfolio transactions, and (2) for
temporary or emergency purposes, including the meeting of redemption
requests. Borrowing for any purpose (including redemptions) may not, in
the aggregate, exceed 15% of the value of the Fund's total assets.
Borrowing for purposes other than meeting redemptions may not exceed 5%
of the value of the Fund's total assets at the time the borrowing is
made. The Fund will not purchase any portfolio securities at any time
its borrowings exceed 5% of its assets. Not more than 20% of the Fund's
assets may be used as collateral in connection with the borrowings
described above.

Investing in the Fund involves the following risks, listed in the order of
importance.

Market Risk. The principal risk of investing in the Fund is market
risk. Market risk is the risk that the prices of the securities held by
the Fund will change due to general market and economic conditions,
perceptions regarding the industries in which the companies issuing the
securities participate and the issuer company's particular
circumstances.

Fund and Management Risk. The Fund invests in growth stocks issued by
larger companies. The Fund's price may decline because the market
favors other stocks or small capitalization stocks over stocks of
larger companies. If the Adviser is incorrect in its assessment of the
growth prospects of the securities it holds, then the value of the
Fund's shares may decline.

Foreign Risk. Investments in foreign securities involve risks
relating to political, social and economic developments abroad,
as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and
markets are subject:

- These risks may include the seizure by the government of
company assets, excessive taxation, withholding taxes on
dividends and interest, limitations on the use or transfer of
portfolio assets, and political or social instability.

- Enforcing legal rights may be difficult, costly and slow in
foreign countries, and there may be special problems enforcing
claims against foreign governments.

- Foreign companies may not be subject to accounting
standards or governmental supervision comparable to U.S.
companies, and there may be less public information about
their operations.

- Foreign markets may be less liquid and more volatile than
U.S. markets.

- Foreign securities often trade in currencies other than the
U.S. dollar, and the Fund may directly hold foreign currencies
and purchase and sell foreign currencies. Changes in currency
exchange rates will affect the Fund's net asset value, the
value of dividends and interest earned, and gains and losses
realized on the sale of securities. An increase in the
strength of the U.S. dollar relative to these other currencies
may cause the value of the Fund to decline. Certain foreign
currencies may be particularly volatile, and foreign
governments may intervene in the currency markets, causing a
decline in value or liquidity of the Fund's foreign currency
holdings.

- Costs of buying, selling and holding foreign securities,
including brokerage, tax and custody costs, may be higher than
those involved in domestic transactions.

Lower Rated Securities. The Fund may invest in convertible debt
securities rated below investment grade. These securities carry a
higher risk that the issuer will be unable to pay principal and
interest when due, and the market to sell such securities may be
limited.

MANAGEMENT OF THE FUND

The Adviser. Gabelli Funds, LLC, with principal offices located at One Corporate
Center, Rye, New York 10580-1434, serves as investment adviser to the Fund. As
successor to Gabelli Funds, Inc., the Fund's previous adviser, the Adviser makes
investment decisions for the Fund and continuously reviews and administers the
Fund's investment program under the supervision of the Fund's Board of Trustees.
The Adviser and its affiliates also manage several other open-end and closed-end
investment companies in the Gabelli family of funds. The Adviser is a New York
limited company organized in 1999 as successor to Gabelli Funds, Inc., a New
York corporation organized in 1980. The Adviser is a wholly-owned subsidiary of
Gabelli Asset Management, Inc., a publicly traded company listed on the New York
Stock Exchange. As compensation for its services and the related expenses borne
by the Adviser, for the fiscal year ended December 31, 1998, the Fund paid the
Adviser an annual fee equal to 1.00% of the value of the Fund's average daily
net assets.

The Portfolio Manager. Howard Frank Ward is responsible for the day-to-day
management of the Fund. Mr. Ward is a Portfolio Manager of the Adviser, and he
joined the Adviser in 1995. 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, Inc., 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.

Year 2000. As the year 2000 approaches, an issue has emerged regarding how the
software used by the Fund's service providers can accommodate the date "2000."
Failure to adequately address this issue could result in major systems or
process failures which could disrupt the Fund's operations. The Adviser is in
the process of working with the Fund's service providers to prepare for the year
2000. Based on information currently available, the Adviser does not expect that
the Fund will incur significant operating expenses or be required to incur
material costs to be year 2000 compliant. The Fund cannot guarantee, however,
that all year 2000 issues will be identified and corrected by January 1, 2000.

PURCHASING, SELLING AND EXCHANGING SHARES
Information about purchasing, selling and exchanging your shares is contained in
a separate document called the Owner's Manual which has been delivered with this
Prospectus. The Owner's Manual is considered an integral part of this
Prospectus. The Owner's Manual also contains information about the following
shareholder services:

Telephone Investment Plan
Telephone Redemption Plan
Automatic Investment Plan
Systematic Withdrawal Plan
Retirement Plans

PRICING OF FUND SHARES
The Fund's net asset value per share is calculated on each day on which the New
York Stock Exchange ("NYSE") is open for trading. The NYSE is open Monday
through Friday, but currently is scheduled to be closed on New Year's Day, Dr.
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas and on the preceding
Friday or subsequent Monday when a holiday falls on a Saturday or Sunday,
respectively.

The Fund's net asset value per share is determined as of the close of regular
trading on the NYSE, normally 4:00 p.m., New York time. It is computed 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 total number of its shares
outstanding at the time the determination is made. The Fund uses market
quotations in valuing its portfolio securities. Short-term investments that
mature in 60 days or less are valued at amortized cost, which the Trustees of
the Fund believe represents fair value.

The Fund may from time to time hold securities that are primarily listed on
foreign exchanges. Such securities may trade on days when the Fund does not
price its shares. Therefore, the Fund's net asset value may change on days when
you are not able to purchase or redeem the Fund's shares.

DISTRIBUTION PLAN
The Fund has adopted a plan under Rule 12b-1 (the "Plan") which allows the Fund
to pay for the sale and distribution of its shares at an annual rate of 0.25% of
the Fund's average daily net assets. The Fund may make payments under the Plan
for the purpose of financing any activity primarily intended to result in the
sale of Fund shares as determined by the Board of Trustees. Because payments
under the Plan are paid out of the Fund's assets on an on-going basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges. See "Distribution Plan" in the SAI for more
details regarding the Plan and the expenses payable under the Plan.

DIVIDENDS AND DISTRIBUTIONS
Dividends and distributions will be automatically reinvested for your account at
net asset value in additional shares of the Fund, unless you instruct the Fund
to pay all dividends and distributions in cash. If you elect cash distributions,
you must instruct the Fund either to credit the amounts to your brokerage
account or to pay the amounts to you by check. 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.

TAX INFORMATION
The Fund expects that its distributions will consist primarily of net investment
income and capital gains. Dividends out of net investment income and
distributions of realized short-term capital gains are taxable to you as
ordinary income. Distributions of net long-term capital gains are taxable to you
at long-term capital gain rates. The Fund's distributions, whether you receive
them in cash or reinvest them in additional shares of the Fund, may be subject
to federal, state or local taxes. An exchange of the Fund's shares for shares of
another fund will be treated for tax purposes as a sale of the Fund's shares;
therefore, any gain you realize on such a transaction may be taxable.

Foreign shareholders may be subject to special withholding requirements.

This summary of tax consequences is intended for general information only. You
should consult a tax adviser concerning the tax consequences of your investment
in the Fund.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the past five fiscal years of the Fund. The total
returns in the table represent the rate that an investor would have earned on an
investment in the Fund's Class AAA shares. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report along with the
Fund's financial statements and related notes are included in the Fund's annual
report, which is available upon request.

Per share amounts for Class AAA shares of the Fund outstanding throughout each
period/year ended December 31,

1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Operating performance:
Net asset value, beginning of year. $28.63 $ 24.14 $ 22.16 $ 19.68 $ 23.26
------ ------- ------- ------- -------
Net investment income /(loss) ..... (0.09) (0.06) 0.03 0.05 0.07
Net realized and unrealized gain/(loss)
on investments.................. 8.60 10.34 4.27 6.39 (0.86)
---- ----- ------- -------- ----------
Total from investment operations... 8.51 10.28 4.30 6.44 (0.79)
---- ----- ------- -------- ----------
Distributions to shareholders from:
Net investment income........... --- (0.00) (a) (0.02) (0.05) (0.08)
Distributions in excess of net
investment income............. --- (0.00) (a) --- --- (0.01)
Net realized gains.............. (1.74) (5.79) (2.30) (3.91) (2.39)
Distributions in excess of net realized
gains......................... (0.00)(a) (0.00) (a) --- --- (0.31)
------ ------ ----- ------ -----------
Total distributions................ (1.74) (5.79) (2.32) (3.96) (2.79)
------ ------ -------- --------- -----------
Net asset value, end of year....... $35.40 $ 28.63 $ 24.14 $ 22.16 $ 19.68
====== ======= ======= ======= =======
Total return *..................... 29.8% 42.6% 19.4% 32.7% (3.4)%
===== ===== ========= ========= ===========
Ratios to average net assets/
supplemental data:
Net assets, end of year (in 000's)............. $1,864,556 $ 943,985 $ 609,405 $ 533,041 $ 482,471
Ratio of net investment income to average
net assets.................... (0.33)% (0.23)% 0.12% 0.22% 0.31%
Ratio of operating expenses to average
net assets.................... 1.41% 1.43% 1.43% 1.44% 1.36%
Portfolio turnover rate............ 40.4% 83.4% 88.2% 140.2% 40.3%

* 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.
(a) Amount represents less than $0.005 per share.

</TABLE>

[BACK COVER PAGE]

THE GABELLI GROWTH FUND

A Statement of Additional Information dated May 1, 1999 (the "SAI") includes
additional information about the Fund. The SAI is incorporated by reference into
this Prospectus and, therefore, is legally a part of this Prospectus.

Purchase and sale information is provided in a separate document called the
Owner's Manual which is incorporated by reference into this Prospectus.

Information about the Fund's investments is available in the Fund's annual and
semi-annual reports to shareholders. In the Fund's annual report, you will find
a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its fiscal year.

You may make inquiries about the Fund, or obtain a copy of the SAI or of the
annual or semi-annual reports without charge, by calling 1-800-GABELLI
(1-800-422-3554).

You can review and copy information about the Fund (including the SAI) at the
SEC Public Reference Room in Washington, DC (for information call
1-800-SEC-0330). Such information is also available on the SEC's Internet site
at http://www.sec.gov. You may request documents by mail from the SEC, upon
payment of a duplicating fee, by writing to the Securities and Exchange
Commission, Public Reference Section, Washington, DC 20549-6009.

Investment Company Act File No. 811-04873

THE GABELLI FAMILY
OF FUNDS

- -------------------------------------------------------------------------------
Owner's Manual
- ------------------------------------------------------------------------------
AAA Class -
No-Load Class

Gabelli Global Series Funds, Inc.
Gabelli Gold Fund, Inc.
Gabelli International Growth Fund, Inc.
Gabelli ABC Fund
Gabelli Asset Fund
Gabelli Growth Fund

May 1, 1999

The information contained in the Owner's Manual is incorporated by reference
into, and is legally considered part of, the Prospectuses for the Gabelli family
of Funds. The Owner's Manual must be preceded or accompanied by a Gabelli Funds
Prospectus.

Owner's Manual
Table of Contents

Purchasing Shares
---------------------------- -----------------------------------------
3 Instructions for Opening or Adding to
an Account 4 Telephone Investment Plan
4 Automatic Investment Plan 4
Retirement Plans 4 Minimum Investments
5 Dividends and Distributions

Selling Shares
---------------------------- -----------------------------------------
5 Instructions for Selling Shares
5 By Bank Wire or Check via
Telephone
5 By Bank Wire or Check via Mail
6 General Policies on Selling Shares
6 Signature Guarantees
6 Verifying Telephone Redemptions
6 Redemptions Within 15 Days of
Investment
6 Refusal of Redemption Request
6 Closing of Small Accounts
6 Undeliverable Distribution
Checks

Exchanging Shares
---------------------------- -------------------------------------------
7 Instructions for Exchanging Shares

Pricing of Fund Shares
---------------------------- ------------------------------------------
7 How NAV is Calculated

PURCHASING SHARES

Instructions for Opening or Adding to an Account

Purchases through Brokers/Dealers:
If purchasing through your financial advisor or brokerage account, simply tell
your advisor or broker that you wish to purchase shares of the Funds and he or
she will take care of the necessary documentation. Your should state
specifically which class of shares you are buying. For all other purchases
directly with the Fund, follow the instructions below.

Purchases directly from the Fund:
All investments made by regular mail or personal delivery, whether initial or
subsequent, should be sent to:

By Regular Mail By Overnight Delivery
The Gabelli Funds The Gabelli Funds
PO Box 8308 c/o BFDS Building, 6th Floor
Boston, MA 02266-8308 Two Heritage Drive
Quincy, MA 02171

For Initial Investment:
1. Carefully read and complete the application.
2. Make check, bank draft or money order payable to "[name of Fund]." 3. Mail or
deliver application and payment to the address above.

For Subsequent Investments:
1. Make check, bank draft or money order payable to "[name of Fund]." 2. Provide
the exact name and number of your account.
3. Mail or deliver payment to the address above.

By Wire Transfer

For Initial Investment:
Call 1-800-GABELLI (1-800-422-3554) to obtain a new account number. Promptly
mail the completed application to the address shown
above for regular mail, and

For Initial and Subsequent Investments:
Instruct your bank to wire transfer your investment to:
State Street Bank and Trust Company
ABA #011-0000-28 REF DDA# 9904-6187
Attn: Shareholder Services
Re: [Fund Name]
A/C#___________________________
Your name ______________________
225 Franklin Street, Boston, MA 02110

Note: Your bank may charge a wire transfer fee.
shapeType202fFlipH0fFlipV0lTxid65536hspNext1031Questions?
Call 1-800-GABELLI
or your investment representative.
Questions?
Call 1-800-GABELLI
or your investment representative.

Purchasing Shares (continued)

You can add to your account by using the convenient options described below. The
Fund reserves the right to change or eliminate these privileges at any time upon
60 days notice to shareholders.

Telephone Investment Plan Automatic Investment Plan

You may purchase additional shares of the Funds by You can make automatic
monthly investments in the telephone as long as your bank is a member of the
Funds. Details about this plan can be obtained from Automated Clearing House
(ACH) system. You must also the Distributor on a separate application by calling
have a completed, approved Investment Plan application 1-800-GABELLI
(800-422-3554).
on file with the Fund's Transfer Agent.
------------------------------------------------------
There is a minimum of $100 for each telephone
investment. To initiate an ACH purchase, please call
1-800-GABELLI (1-800-422-3554) or 1-800-872-5365. Retirement Plans

You can invest in
various types of
retirement plans
through the Fund.
Details about these
plans can be
obtained from the
Distributor on a
separate application
by calling
1-800-GABELLI
(800-422-3554).

- -------------------------------------------------------------------------------

Minimum Investments
You may purchase Funds through the Distributor or participating
organizations, which may charge additional fees and may require higher or
lower minimum investments or impose other limitations on buying and selling
shares.

Minimum
Initial Minimum
Account type Investment Subsequent
........................ ..................... ........................
........................ ..................... ........................

Regular (non-retirement) $ 1,000 $ 0

Retirement (IRA)
Traditional IRA $ 1,000 $ 0
Roth IRA $ 1,000 $ 0
Spousal IRA $ 250 $ 0
Education IRA $ 250 $ 0
....................... ..................... ........................
....................... ..................... ........................

Automatic Investment Plan $ 0 $ 100
...................... ..................... ........................
...................... ..................... ........................

Telephone Investment Plan $ 100 $ 100
........................ ..................... ........................

All purchases must be in U.S. dollars. A fee will be charged for
any checks that do not clear. Third-party checks are not accepted. Your
purchase of shares will be effective on the same business day if the
Fund's transfer agent receives your order by 4:00 p.m. (12 noon for a
money market fund), and receives Federal funds by 4:00 p.m., eastern time.
Otherwise, your purchase will be effective on the next business day. (See
"Pricing of Fund Shares.") Shares are held on account for you unless you
specify in writing that you would like to receive a stock certificate
(certificates are not available for money market funds). We can only issue
a certificate for whole shares.

The Distributor may reject a purchase order if it considers it in
the best interest of the Fund and its shareholders. A Fund may waive its
minimum purchase requirement.

Dividends and Distributions

All dividends and distributions will be automatically reinvested unless you
request otherwise.

SELLING SHARES

As a mutual fund shareholder, you are technically selling shares when you
request a withdrawal in cash. This is also known as redeeming shares.
- -------------------------------------------------------------------------------
Withdrawing Money from Your Investment
- ------------------------------------------------------------------------------
You may sell your shares at any time. Your sales price will be the next NAV
after your sell order is received by the Fund, its transfer agent, or your
investment representative. See section on "General Policies on Selling
Shares" below.

Systematic Withdrawal Plan
You can receive automatic payments from your account on a monthly, quarterly
or annual basis. You can obtain details from the Distributor.
- ------------------------------------------------------------------------------

Instructions for Selling Shares

The Fund accepts telephone requests for redemptions of unissued shares.

By Bank Wire or Check via Telephone
1. Call 1-800-GABELLI (1-800-422-3554) with your account number, the amount of
the redemption and instructions as to how you wish to receive your funds.

2. If you are unable to reach the Fund by telephone, you may telecopy your
redemption request to the Fund at 914-921-____.

NOTE: If you call by 4:00 p.m., eastern time, your payment will normally be
wired to your bank on the following business day. (For Money Market Funds: If
you call before 12:00 noon, eastern time, your payment will be wired to your
bank on that day.) If you call after that time, your payment will be wired to
your bank on the next business day. If you request your wire redemption by
telephone, it must be at least $1,000. Your bank may charge a fee for incoming
wires.

By Bank Wire or Check via Mail
Submit a redemption request to the Fund. Redemption requests may be made by
letter to the Transfer Agent. You must specify the name of the Fund, the dollar
amount or number of shares you wish to redeem and the account number. You must
sign the letter in exactly the same way the account is registered, and if there
is more than one owner of shares, all must sign. A signature guarantee is
required for most requests.

Selling Shares (continued)

General Policies on Selling Shares

Signature Guarantees
Signature guarantees are required on redemption requests for the following: o
The check is not being mailed to the address on your account o The check
is not being made payable to the owner of the account o The redemption
proceeds are being transferred to another person's Fund account.

A signature guarantee can be obtained from most banks and securities dealers.
Notarized signatures are not considered a signature guarantee.

Verifying Telephone Redemptions
The Fund makes every effort to ensure that telephone redemptions are only made
by authorized shareholders. All telephone calls are recorded for your protection
and you will be asked for information to verify your identity. If appropriate
precautions have not been taken, the Fund may be liable for losses due to
unauthorized transactions.

Redemptions Within 15 Days of Investment
When you have made an investment by check or through the automatic investment
plan, your redemption proceeds will not be mailed until the Transfer Agent is
satisfied that the check has cleared (which may require up to 15 days). You can
avoid this delay by purchasing shares with a certified check or federal funds
wire.

Redemption In Kind
The Fund reserves the right to make a redemption in kind - payment in portfolio
securities rather than cash - for certain large redemption amounts that could
hurt fund operations.

Refusal of Redemption Request
Payment for shares may be delayed under extraordinary circumstances or as
permitted by the Securities and Exchange Commission in order to protect
remaining shareholders.

Closing of Small Accounts
If your account (other than an IRA) falls below $500, the Fund may ask you to
increase your balance. If it is still below $500 after 30 days, the Fund may
close your account and send you the proceeds at the current NAV.

Undeliverable Distribution Checks
If distribution checks (1) are returned and marked as "undeliverable" or (2)
remain uncashed for six months, your account will be changed automatically so
that all future distributions are reinvested in your account. Checks that remain
uncashed for six months will be canceled and the money reinvested in the Fund at
the then current net asset value.
shapeType202fFlipH0fFlipV0lTxid131072hspNext1032Questions?
Call 1-800-GABELLI
or your investment representative.
Questions?
Call 1-800-GABELLI
or your investment representative.

EXCHANGING SHARES

You can exchange your shares in one Fund for shares of the same class of another
Fund managed by Gabelli Funds, LLC, or its affiliates, usually without paying
additional sales charges (see "Notes" below).

You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable transactions.
Instructions for Exchanging Shares
- -------------------------------------------------------------------------------

Exchanges may be made by sending a written request to The Gabelli Funds,
PO Box 8308, Boston, MA 02266-8308 or by calling 1-800-GABELLI
(1-800-422-3554).

Please provide the following information:
o Your name and telephone number
o The exact name on your account and account number
o Taxpayer identification number (usually your Social Security number)
o Dollar value or number of shares to be exchanged o The names of the
Funds from/into which the exchange is to be made

See "Selling Shares" for important information about telephone
transactions.

Notes on exchanges
o When exchanging from a Fund that
has no sales charge or a lower
sales charge to a Fund with a
higher sales charge, you will pay
the difference.
o The registration and tax
identification numbers of the two
accounts must be identical.
o This exchange privilege may be
changed or eliminated at any time
upon a 60-day notice
to shareholders.
o Be sure to read the prospectus
carefully of any Fund into which
you wish to exchange shares.

PRICING OF FUND SHARES

How NAV is Calculated

The NAV is calculated by adding the total value of the Fund's investments and
other assets, subtracting its liabilities and then dividing that figure by the
number of outstanding shares of the Fund:

NAV =

Total Assets - Liabilities
Number of Shares
Outstanding

You can find the Fund's NAV daily in the Wall Street Journal and other
newspapers, or by calling 1-800-GABELLI (800-422-3554). A Fund's net
asset value, or NAV, is determined and its shares are priced at the close
of regular trading on the New York Stock Exchange, normally at 4:00 p.m.,
eastern time, on days the New York Stock Exchange is open. Your order for
purchase, sale or exchange of shares is priced at the next NAV calculated
after your order is received by the Fund. This is what is known as the
offering price.

Fund securities are valued as of the close of trading on the primary
exchange on which they trade. Fund securities are generally valued at
current market prices. If market quotations are not available, prices
will be based on the average of the latest bid and asked quotations for
such securities prior to the valuation time, or the latest bid price if
asked prices are not available. Debt securities with remaining maturities
of 60 days or less will be valued at amortized cost, which the Board of
Directors believes represents fair value.

Some Fund securities may be listed on foreign exchanges that are open on
days (such as U.S. holidays) when a Fund does not compute its NAV. This
could cause the value of a Fund's portfolio investments to be affected on
days when you cannot buy or sell shares.

THE GABELLI GROWTH FUND
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com

PROSPECTUS
May 1, 1999

CLASS A SHARES
Class B Shares
Class C Shares

This Prospectus contains important information about the Fund.
Please read it before investing and keep it
for future reference.

================================================================================

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION DETERMINED WHETHER THIS PROSPECTUS IS
ACCURATE OR COMPLETE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
===========================================================================

TABLE OF CONTENTS

Page
INVESTMENT AND PERFORMANCE SUMMARY...........................................1
INVESTMENT AND RISK INFORMATION..............................................3
MANAGEMENT OF THE FUND.......................................................5
CLASSES OF SHARES............................................................5
PURCHASE OF SHARES...........................................................
REDEMPTION OF SHARES.......................................................
EXCHANGES OF SHARES........................................................
PRICING OF FUND SHARES.......................................................12
DISTRIBUTION PLAN............................................................13
DIVIDENDS AND DISTRIBUTIONS.................................................13
TAX INFORMATION..............................................................13
FINANCIAL HIGHLIGHTS.........................................................13

INVESTMENT AND PERFORMANCE SUMMARY

Who May Want to Invest:
The Fund may appeal to you if:

You may not want to invest in the Fund if:

you are seeking a high level of current income
you are conservative in your investment approach
you seek to maintain the value of your original
investment more than potential growth of
capital

An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

BAR CHART * (Graphic Omitted)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Calendar Year Total Return

1998 29.8%
1997 42.6%
1996 19.4%
1995 32.7%
1994 (3.4)%
1993 11.3%
1992 4.5%
1991 34.3%
1990 (2.0)%
1989 40.1%

* The Class A, Class B and Class C shares are new classes of the Fund for which
performance is not yet available. The Class AAA shares of the Fund are
offered in a separate prospectus. The returns for the Class A, Class B and
Class C shares will be substantially similar to those of the Class AAA shares
because all shares of the Fund are invested in the same portfolio of
securities. The annual returns of the different Classes of shares will differ
only to the extent that the expenses of the Classes differ.

During the period shown in the bar chart, the highest return for a
quarter was 30.2% (quarter ended December 31, 1998) and the lowest return for a
quarter was (14.6)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
Average Annual Total Returns Past One Year Past Five Years Past Ten Years
(for the periods ended December 31, 1998)
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
The Gabelli Growth Fund Class AAA Shares 29.8% 28.2% 19.8%
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
- ----------------------------------------------- ----------------------- ---------------------- ----------------------
S&P(R)500 Stock Index** 28.60% 24.05% 19.19%
- ----------------------------------------------- ----------------------- ---------------------- ----------------------

** The S&P(R) 500 Composite Stock Price Index is a widely recognized,
unmanaged index of common stock prices. The performance of the Index
does not include expenses or fees.

</TABLE>

Fees and Expenses of the Fund:
These tables describe the fees and expenses that you may pay if you buy and hold
shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Class A Shares Class B Shares Class C Shares
Shareholder Fees (fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases.................... 5.50%1 None None
Maximum Deferred Sales Charge (Load)........................ None2 5.00%2 1.00%2

Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees............................................. 1.00% 1.00% 1.00%
Distribution and Service (Rule 12b-1) Fees3................. 0.25% 1.00% 1.00%
Other Expenses.............................................. 0.14% 0.14% 0.14%
Total Annual Operating Expenses............................. 1.39% 2.14% 2.14%
===== ===== =====

- ----------------------
1 The sales charge declines as the amount invested increases.
2 The Fund imposes a maximum CDSC upon redemption, which is a back-end load, if
you sell your shares within eighty-four months after purchase. A maximum CDSC
of 1% applies to redemptions of Class C shares within twenty-four months after
purchase and a CDSC of 1% applies to redemptions of certain Class A shares
within twelve months after purchase.
3 Long-term shareholders may indirectly pay more than the equivalent of the
maximum permitted front-end sales charge.
</TABLE>

Expense Example:

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes (1) you
invest $10,000 in the Fund for the time periods shown, (2) you redeem your
shares at the end of the period (except as noted), (3) your investment has a 5%
return and (4) the Fund's operating expenses remain the same. This example is
for comparison only and your actual costs may be higher or lower.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

Class A shares $686 $972 $1,279 $2,148

Class B shares
- assuming redemption
- assuming no redemption $773 $1,220 $1,734 $3,155
$219 $676 $1,159 $2,493
Class C shares
- assuming redemption $322 $785 $1,274 $2,625
- assuming no redemption $219 $676 $1,159 $2,493

</TABLE>

The Fund also may use the following investment techniques:

Foreign Securities. The Fund may invest up to 25% of its total assets in
securities of non-U.S. issuers.

Defensive Investments. When opportunities for capital appreciation do
not appear attractive or when adverse market or economic conditions
occur, the Fund may temporarily invest all or a portion of its assets
in "defensive investments." These include investment grade debt
securities, obligations of the U.S. Government and its agencies and
instrumentalities, and short-term money market instruments maturing in
less than one year such as high-quality commercial paper (rated at
least "A-1" by S&P or "P-1" by Moody's Investors Service, Inc.) When
following a defensive strategy, the Fund will be less likely to achieve
its investment goals.

Investing in the Fund involves the following risks, listed in the order of
importance.

Fund and Management Risk. The Fund invests in growth stocks issued by
larger companies. The Fund's price may decline because the market
favors value stocks over growth stocks, or small capitalization stocks
over stocks of larger companies. If the Adviser is incorrect in its
assessment of the growth prospects of the securities it holds, then the
value of the Fund's shares may decline.

Foreign Risk. Investments in foreign securities involve risks
relating to political, social and economic developments abroad, as
well as risks resulting from the differences between the regulations to
which U.S. and foreign issuers and markets are subject:

- Enforcing legal rights may be difficult, costly and slow in
foreign countries, and there may be special problems enforcing
claims against foreign governments.

- Foreign companies may not be subject to accounting standards
or governmental supervision comparable to U.S. companies, and
there may be less public information about their operations.

- Foreign markets may be less liquid and more volatile than U.S.
markets.

- Costs of buying, selling and holding foreign securities,
including brokerage, tax and custody costs, may be higher than
those involved in domestic transactions.

MANAGEMENT OF THE FUND

The Adviser. Gabelli Funds, LLC, with principal offices located at One Corporate
Center, Rye, New York 10580-1434, serves as investment adviser to the Fund. As
successor to Gabelli Funds, Inc., the Fund's previous adviser, the Adviser makes
investment decisions for the Fund and continuously reviews and administers the
Fund's investment program under the supervision of the Fund's Board of Trustees.
The Adviser and its affiliates also manage several other open-end and closed-end
investment companies in the Gabelli family of funds. The Adviser is a New York
limited liability company organized in 1999 as successor to Gabelli Funds, Inc.,
a New York Corporation organized in 1980. The Adviser is a wholly-owned
subsidiary of Gabelli Asset Management Inc., a publicly held company listed on
the New York Stock Exchange. As compensation for its services and the related
expenses borne by the Adviser, for the fiscal year ended December 31, 1998, the
Fund paid the Adviser an annual fee equal to 1.00% of the value of the Fund's
average daily net assets.

CLASSES OF SHARES
Three classes of the Fund's shares are offered in this prospectus - Class A
shares, Class B shares and Class C shares. The table below summarizes the
differences among the classes of shares. Note that the Fund's shareholders must
improve certain technical amendments to the Fund's Declaration of Trust before
the Fund is able to implement a multi-class structure. Therefore, the Fund will
not offer Class A, Class B or Class C shares until it receives such shareholder
approval.

A "front-end sales load," or sales charge, is a one-time fee charged
at the time of purchase of shares. A "contingent deferred sales
charge" ("CDSC") is a one-time fee charged at the time of redemption.
A "Rule 12b-1 fee" is a recurring annual fee for distributing shares
and servicing shareholder accounts
based on the Fund's average daily net assets attributable to the
particular class of shares.

- --------------------------- ------------------------- ------------------------- --------------------------
Class A Shares Class B Shares Class C Shares
- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------

- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------
Front-End Sales Load? Yes. The percentage No. No.
declines as the amount
invested increases.
- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------

- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------
Contingent Deferred Sales Yes, for certain shares Yes, for shares Yes, for shares redeemed
Charge? redeemed within twelve redeemed within eighty- within twenty-four
months after purchase. four months of months of purchase.
purchase. Declines
over time.
- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------

- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------
Rule 12b-1 Fee? 0.25% 1.00% 1.00%
- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------

- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------
Convertible to Another No. Yes. Automatically No.
Class? converts to Class A
shares after
approximately seven
years.
- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------

- --------------------------- ------------------------- ------------------------- --------------------------
- --------------------------- ------------------------- ------------------------- --------------------------
Fund Expense Levels Lower annual expenses Higher annual
expenses Higher annual expenses than Class B or
Class C than Class A shares. than Class A shares.
shares.
- --------------------------- ------------------------- ------------------------- --------------------------

In selecting a class of shares in which to invest, you should consider

the length of time you plan to hold the shares
the amount of sales charge and Rule 12b-1 fees
whether you qualify for a reduction or waiver of the Class A sales
charge that Class B shares convert to Class A shares approximately
seven years after purchase

- ----------------------------------------------------------- ---------------------------------------------------------
If you... Then you should consider...
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
intend to hold your shares for less than seven Purchasing Class C
shares instead of either Class A years shares or Class B shares
do not qualify for a reduced or waived
front-end sales load
- ----------------------------------------------------------- ---------------------------------------------------------
- ----------------------------------------------------------- ---------------------------------------------------------
intend to hold your shares for six years or more Purchasing Class B
shares instead of either Class A do not qualify for a reduced or
waived shares or Class C shares
front-end sales load
- ----------------------------------------------------------- ---------------------------------------------------------
qualify for a reduced or waived front-end sales Purchasing Class A shares no matter how long you intend
load to hold your shares
- ----------------------------------------------------------- ---------------------------------------------------------
</TABLE>

Conversion Feature - Class B Shares

Class B shares automatically convert to Class A shares of the Fund on
the first business day of the eighty-fifth month following the month in
which you acquired such shares.
After conversion, your shares will be subject to the lower Rule 12b-1
fees charged on Class A shares, which will increase your investment
return compared to the Class B shares.
You will not pay any sales charge or fees when your shares convert,
nor will the transaction be subject to any tax.
If you exchange Class B shares of one fund for Class B shares of
another fund, your holding period will be calculated from the time of
your original purchase of Class B shares. The dollar value of Class A
shares you receive will equal the dollar value of the B shares
converted.

The Board of Trustees may suspend the automatic conversion of Class B
to Class A shares for legal reasons or due to the exercise of its fiduciary
duty. If the Board determines that such suspension is likely to continue for a
substantial period of time, it will create another class of shares into which
Class B shares are convertible.

PURCHASE OF SHARES
You can purchase the Fund's shares on any day the New York Stock
Exchange, Inc. ("NYSE") is open for trading (a "Business Day"). You may purchase
shares through Gabelli & Company, Inc. (the "Distributor"), directly from the
Fund, through the Fund's transfer agent or through broker-dealers that have
entered into selling agreements with the Distributor.

By Mail or In Person. You may open an account by mailing a completed
subscription order form with a check or money order payable to "The
Gabelli Growth Fund" to:

By Mail By Personal Delivery
The Gabelli Funds The Gabelli Funds
P.O. Box 8308 The BFDS Building, 7th Floor
Boston, MA 02266-8308 Two Heritage Drive
Quincy, MA 02171

You can obtain a subscription order form by calling 1-800-422-3554.
Checks made payable to a third party and endorsed by the depositor are
not acceptable. For additional investments, send a check to the above
address with a note stating your exact name and account number, the
name of the Fund and class of shares you wish to purchase.

By Bank Wire. To open an account using the bank wire system, first
telephone the Fund at 1-800-422-3554 to obtain a new account number.
Then instruct a Federal Reserve System member bank to wire funds to:

State Street Bank and Trust Company
ABA #011-0000-28 REF DDA #99046187
Re: The Gabelli Value Fund
Class ___ Shares
Account #__________
Account of [Registered Owners]
225 Franklin Street, Boston, MA 02110

If you are making an initial purchase, you should also complete and
mail a subscription order form to the address shown under "By Mail."
Note that banks may charge fees for wiring funds, although State Street
Bank and Trust Company ("State Street") will not charge you for
receiving wire transfers.

From a Broker-Dealer. You may purchase shares from broker-dealers. The
broker-dealer will transmit a purchase order and payment to State
Street on your behalf. Broker-dealers may send you confirmations of
your transactions and periodic account statements showing your
investments in the Fund.

Minimum Investments. Your minimum initial investment must be at least $1,000.
See "Retirement Plans" and "Automatic Investment Plan" regarding minimum
investment amounts applicable to such plans. There is no minimum for subsequent
investments. Broker-dealers may have different minimum investment requirements.

Share Price. The Fund sells its shares at the "net asset value" next determined
after the Fund receives your completed subscription order form and your payment
in Federal funds, subject to a sales charge. See "Pricing of Fund Shares" for a
description of the calculation of net asset value. The sales charge is imposed
on Class A shares in accordance with the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Sales Charge Sales Charge Reallowance
as % of the as % of to
Amount of Investment Offering Price* Amount Invested Broker-Dealers

$25,000 but under $50,000............................ 5.75% 6.10% 5.00%
$50,000 but under $100,000........................... 4.50% 4.71% 3.75%
$100,000 but under $250,000.......................... 3.50% 3.62% 2.75%
$250,000 but under $500,000.......................... 2.50% 2.56% 2.00%
$500,000 but under $1 million........................ 2.00% 2.04% 1.75%
$1 million but under $2 million...................... 1.00% 1.01% 1.00%
$2 million or more................................... 0.00% 0.00% 1.00%

*Includes front-end sales load
</TABLE>

Reduced Sales Charges - Class A Shares

Reduced sales charges are available to (1) investors who are eligible
to combine their purchases of Class A shares to receive volume discounts and (2)
investors who sign a Letter of Intent and agree to make purchases over time.
Certain types of investors are eligible for sales charge waivers.

Volume Discounts. Investors eligible to receive volume discounts are individuals
and their immediate families, tax-qualified employee benefit plans and a trustee
or other fiduciary purchasing shares for a single trust estate or single
fiduciary account even though more than one beneficiary is involved. You also
may combine the value of Class A shares you already hold in the Fund and other
funds advised by Gabelli Funds, LLC or its affiliates along with the value of
the Class A shares being purchased to qualify for a reduced sales charge. For
example, if you own Class A shares of the Fund that have an aggregate value of
$100,000, and make an additional investment in Class A shares of the Fund of
$4,000, the sales charge applicable to the additional investment would be 4.50%,
rather than the 5.50% normally charged on a $4,000 purchase. If you want more
information on volume discounts, call the Distributor at 1-800-GABELLI
(1-800-422-3554) or your broker.

Letter of Intent. If you initially invest at least $1,000 in Class A shares of
the Fund and submit a Letter of Intent to the Distributor, you may make
purchases of Class A shares of the Fund during a 13-month period at the reduced
sales charge rates applicable to the aggregate amount of the intended purchases
stated in the Letter. The Letter may apply to purchases made up to 90 days
before the date of the Letter. For more information on the Letter of Intent,
call 1-800-GABELLI (1-800-422-3554).

Investors Eligible for Sales Charge Reductions. Class A shares of the Fund may
be offered without a sales charge to (1) employees of Gabelli & Company, Inc.
BFDS, State Street, and First Data Investor Services Group, Inc., employee
benefit plans for those employees and the spouses and minor children of such
employees when orders on their behalf are placed by such employees (the minimum
initial investment for such purchases is $500); (2) the Adviser, GAMCO,
officers, directors, trustees, general partners, directors and employees of
other investment companies managed by the Adviser, employee benefit plans for
such persons and their spouses and minor children when orders on their behalf
are placed by such persons (with no required minimum initial investment), the
term "immediate family" for this purpose refers to a person's spouse, children
and grandchildren (adopted or natural), parents, grandparents, siblings, a
spouse's siblings, a sibling's spouse and a sibling's children; (3) any other
investment company in connection with the combination of such company with the
Fund by merger, acquisition of assets or otherwise; (4) shareholders who have
redeemed shares in the Fund and who wish to reinvest their redemption proceeds
in the Fund, provided the reinvestment is made within 30 days of the redemption;
(5) tax-exempt organizations enumerated in Section 501(c)(3) of the Internal
Revenue Code of 1986 (the "Code") and private, charitable foundations that in
each case make lump-sum purchases of $100,000 or more; (6) qualified employee
benefit plans established pursuant to Section 457 of the Code that have
established omnibus accounts with the Fund; (7) qualified employee benefit plans
having more than one hundred eligible employees and a minimum of $1 million in
plan assets invested in the Fund (plan sponsors are encouraged to notify the
Fund's distributor when they first satisfy these requirements); (8) any unit
investment trusts registered under the Investment Company Act of 1940 (the "1940
Act") which have shares of the Fund as a principal investment; (9) investment
advisory clients of GAMCO and their immediate family; (10) employee participants
of organizations adopting the 401(k) Plan sponsored by the Adviser; (11)
financial institutions purchasing Class A shares of the Fund for clients
participating in a fee based asset allocation program or wrap fee program which
has been approved by the Distributor; and (12) registered investment advisers or
financial planners who place trades for their own accounts or the accounts of
their clients and who charge a management, consulting or other fee for their
services; and clients of such investment advisers or financial planners who
place trades for their own accounts if the accounts are linked to the master
account of such investment adviser or financial planner on the books and records
of a broker or agent. Investors who qualify under the categories described above
should contact their brokerage firm or the Distributor.

Retirement Plans

The Fund has available a form of IRA for investment in Fund shares that
may be obtained from the Distributor by calling 1-800-GABELLI (1-800-422-3554).
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. The Fund does not currently act as sponsor to such
plans. Fund shares may also 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 investments for all such retirement plans is $250.
The minimum for all subsequent investments is $100.

Distribution Plan

The Fund has adopted a plan under Rule 12b-1 (the "plan") for each of
its classes of shares. Under the plan, the Fund may use its assets to finance
activities relating to the sale of its shares and the provision of certain
shareholder services. The Fund pays the Rule 12b-1 fees to the Distributor,
which uses the fees primarily to pay (1) ongoing service fees to securities
dealers (which may include the Distributor itself) and (2) fees to other
organizations which provide services such as processing account applications,
maintaining shareholder sub-accounts, mailing shareholder reports, transaction
confirmations and monthly statements, and serving as the primary information
source to customers concerning the Funds.

The Rule 12b-1 fees vary by class as follows:

Class A Class B Class C
Service Fees 0.25% 0.25% 0.25%
Distribution Fees None 0.75% 0.75%

These are annual rates based on the value of each Class' average daily net
assets. Because the Rule 12b-1 fees are higher for Class B and Class C shares
than Class A shares, Class B and Class C shares will have higher annual
expenses.

Automatic Investment Plan

The Fund offers an automatic monthly investment plan. There is no
minimum monthly investment for accounts establishing an automatic investment
plan. Call the Distributor at 1-800-GABELLI (1-800-422-3554) for more details
about the plan.

State Street will not issue share certificates unless requested by you.
The Fund reserves the right to (i) reject any purchase order if, in the opinion
of Fund management, it is in the Fund's best interest to do so and (ii) suspend
the offering of shares for any period of time.

REDEMPTION OF SHARES
You can redeem shares on any Business Day without a redemption fee. The
Fund may temporarily stop redeeming its shares when the NYSE is closed or
trading on the NYSE is restricted, when an emergency exists and the Fund cannot
sell its shares or accurately determine the value of its assets, or if the
Securities and Exchange Commission ("SEC") orders the Fund to suspend
redemptions.

The Fund redeems its shares at the net asset value next determined
after the Fund receives your redemption request, subject in some cases to a
CDSC, for Class B and Class C shares, as described under "Redemption Proceeds"
below. See "Pricing of Fund Shares" for a description of the calculation of net
asset value.

You may redeem shares through the Distributor, directly from the Fund
through its transfer agent or through a broker-dealer.

By Letter. You may mail a letter requesting redemption of
shares to: The Gabelli Funds, P.O. Box 8308, Boston, MA
02266-8308. Your letter should state the name of the Fund and
the class, the dollar amount or number of shares you are
redeeming and your account number. You must sign the letter in
exactly the same way the account is registered and if there is
more than one owner of shares, all must sign. A signature
guarantee is required for each signature on your redemption
letter. You can obtain a signature guarantee from financial
institutions such as commercial banks, brokers, dealers and
savings associations. A notary public cannot provide a
signature guarantee.

By Telephone. You may redeem your shares in a direct
registered account by calling either 1-800-422-3554 or
1-800-872-5365 (617-328-5000 from outside the United States),
subject to a $25,000 limitation. You may not redeem shares
held through an IRA by telephone. If State Street properly
acts on telephone instructions and follows reasonable
procedures to protect against unauthorized transactions,
neither State Street nor the Fund will be responsible for any
losses due to telephone transactions. You may be responsible
for any fraudulent telephone order as long as State Street or
the Fund takes reasonable measures to verify the order. You
may request that redemption proceeds be mailed to you by check
(if your address has not changed in the prior 30 days),
forwarded to you by bank wire or invested in another mutual
fund advised by the Adviser (see "Exchange of Shares" below).

1. Telephone Redemption By Check. The Fund will make
checks payable to the name in which the account is
registered and normally will mail the check to the
address of record within seven days.

2. Telephone Redemption By Wire. The Fund accepts
telephone requests for wire redemption in amounts of
at least $1,000. The Fund will send a wire to either
a bank designated on your subscription order form or
on a subsequent letter with a guaranteed signature.
The proceeds are normally wired on the next Business
Day.

Through the Automatic Cash Withdrawal Plan. You may
automatically redeem shares on a monthly, quarterly or annual
basis if you have at least $10,000 in your account and if your
account is directly registered with State Street. If you
redeem Class B or Class C shares under this plan, you must pay
the applicable CDSC. Please call the Distributor at
1-800-422-3554 for more information.

Through a Broker-Dealer. You may redeem shares through a
broker-dealer which will transmit a redemption order to State
Street on your behalf. A redemption request received from a
broker-dealer will be effected at the net asset value next
determined (less any applicable CDSC) after State Street
receives the request. If you hold share certificates, you must
present the certificates to the broker-dealer endorsed for
transfer. A broker-dealer may charge you fees for effecting
redemptions for you.

Through Involuntary Redemption. The Fund may redeem all
shares in your account (other than an IRA account) if their
value falls below $1,000 as a result of redemptions (but not
as a result of a decline in net asset value). You will be
notified in writing and allowed 30 days to increase the value
of your shares to at least $1,000.

Redemption Proceeds

You will pay a CDSC when you redeem:

Class A shares purchased as part of an investment of greater
than [$3 million] if no front-end sales load was paid at the
time of purchase, within twelve months of buying them.
Class B shares within eighty-four months of buying them Class
C shares within twenty-four months of buying them.

The CDSC schedule for Class B shares is set forth below. The CDSC is
based on the net asset value at the time of your investment or the net asset
value at the time of redemption, whichever is lower.

Class B Shares
Years Since Purchase CDSC
- -------------------- ----
First....................................................... 5.00%
Second.............. ....................................... 4.00%
Third....................................................... 3.00%
Fourth...................................................... 3.00%
Fifth....................................................... 2.00%
Sixth....................................................... 1.00%
Seventh and thereafter ..................................... 0.00%

The Distributor pays sales commissions of _____% of the purchase price
of Class B shares of the Fund to brokers at the time of sale that initiate and
are responsible for purchases of such Class B shares of the Fund.

You will not pay a CDSC to the extent that the value of the redeemed
shares represents:

reinvestment of dividends or capital gains distributions
capital appreciation of shares redeemed

When you redeem shares, we will assume that you are redeeming first
shares representing reinvestment of dividends and capital gains distributions,
then any appreciation on shares redeemed, and then remaining shares held by you
for the longest period of time. We will calculate the holding period of shares
acquired through an exchange of shares of another fund from the date you
acquired the original shares of the other fund. The time you hold shares in a
money market fund, however, will not count for purposes of calculating the
applicable CDSC.

We will waive the CDSC payable upon redemptions of shares for:

redemptions and distributions from retirement plans
made after the death or disability of a
shareholder
minimum required distributions made from an IRA or other
retirement plan account after you
reach age 59 1/2
involuntary redemptions made by the Fund
a distribution from a tax-deferred retirement plan after
your retirement
returns of excess contributions to retirement plans
following the shareholder's death or
disability

If you request redemption proceeds by check, the Fund will normally
mail the check to you within seven days after it receives your redemption
request. If you purchased your Fund shares by check, you may not redeem shares
until 15 days following purchase.

The Fund may pay to you your redemption proceeds wholly or partly in
portfolio securities. Payments would be made in portfolio securities, however,
only in the rare instance that the Fund's Board of Directors believes that it
would be in the Fund's best interest not to pay redemption proceeds in cash.

EXCHANGES OF SHARES
You may exchange shares of the Fund you hold for shares of the same
class of another fund managed by the Adviser or its affiliates based on their
relative net asset values. To obtain a list of the funds whose shares you may
acquire through exchange call 1-800-GABELLI (1-800-422-3554). You may also
exchange your shares for shares of a money market fund managed by the Adviser or
its affiliates. Class B and Class C shares will continue to age from the date of
the original purchase of such shares and will assume the CDSC rate they had at
the time of exchange.

In effecting an exchange:

you must meet the minimum purchase requirements for the fund whose
shares you purchase through exchange.
if you are exchanging into Class A shares of a fund with a higher
sales charge, you must pay the
difference at the time of exchange.
you may realize a taxable gain or loss.
you should read the prospectus of the fund whose shares you are
purchasing (call 1-800-GABELLI (1-800-422-3554) to obtain the
prospectus).
you should be aware that brokers may charge a fee for handling an
exchange for you.

You may exchange share by telephone, by mail or through a broker-dealer.

Exchanges by Telephone. You may give exchange instructions by
telephone by calling 1-800-GABELLI
(1-800-422-3554). You may not exchange shares by telephone if you
hold share certificates.

Exchanges by Mail. You may send a written request for exchanges to:
The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308. State your
name, your account number, the dollar value or number of shares you
wish to exchange, the name and class of the funds whose shares you wish
to exchange, and the name of the fund whose shares you wish to acquire.

We may modify or terminate the exchange privilege at any time.
You will be given notice 60 days prior
to any material change in the exchange privilege.

PRICING OF FUND SHARES
The Fund's net asset value is calculated separately for each class. It is
calculated on each Business Day. The NYSE is currently scheduled to be closed on
New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas and on the
preceding Friday or subsequent Monday when a holiday falls on a Saturday or
Sunday, respectively.

The Fund's net asset value is calculated separately for each class. It is
determined as of the close of regular trading on the NYSE, normally 4:00 p.m.,
New York time. It is computed 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 total number of its shares outstanding at the time the determination is
made. The Fund uses market quotations in valuing its portfolio securities.
Short-term investments that mature in 60 days or less are valued at amortized
cost.

DISTRIBUTION PLAN

The Fund has adopted a plan under Rule 12b-1 (the "plan") for each of its
classes of shares. Under the plan, the Fund may use its assets to finance
activities relating to the sale of its shares and the provision of certain
shareholder services. The Fund pays the Rule 12b-1 fees to the Distributor,
which uses the fees primarily to pay (1) ongoing trail commissions to securities
dealers (which may include the Distributor itself) and (2) fees to other
organizations which provide services such as processing account applications,
maintaining shareholder sub-accounts, mailing shareholder reports, transaction
confirmations and monthly statements, and serving as the primary information
source to customers concerning the Funds.

The Rule 12b-1 fees vary by class as follows:

Class A Class B Class C
Service Fees 0.25% 0.25% 0.25%
Distribution Fee None 0.75% 0.75%

TAX INFORMATION

The Fund expects that its distributions will consist primarily of net investment
income and capital gains. Dividends out of net investment income and
distributions of realized short-term capital gains are taxable to you as
ordinary income. Distributions of net long-term capital gains are taxable to you
at long-term capital gain rates. The Fund's distributions, whether you receive
them in cash or reinvest them in additional shares of the Fund, may be subject
to federal, state or local taxes. An exchange of the Fund's shares for shares of
another fund will be treated for tax purposes as a sale of the Fund's shares;
therefore, any gain you realize on such a transaction may be taxable.

Foreign shareholders may be subject to special withholding requirements.

This summary of tax consequences is intended for general information only. You
should consult a tax adviser concerning the tax consequences of your investment
in the Fund.

FINANCIAL HIGHLIGHTS

The Class A, Class B and Class C shares of the Fund have not previously been
offered.

[BACK COVER PAGE]

THE GABELLI GROWTH FUND

You may make inquiries about the Fund, or obtain a copy of the SAI or of the
annual or semi-annual reports without charge, by calling 1-800-GABELLI
(1-800-422-3554).

Investment Company Act File No.: 811-4873

THE GABELLI GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1999

This Statement of Additional Information (the "SAI"), which is not a prospectus,
describes the Gabelli Growth Fund. The SAI should be read in conjunction with
the Fund's Prospectuses for Class A, Class B, Class C and Class AAA shares dated
May 1, 1999. For a free copy of the Prospectuses, please contact the Fund at the
address, telephone number or Internet Web site printed below.

One Corporate Center
Rye, New York 10580-1434
Telephone 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com

TABLE OF CONTENTS

GENERAL INFORMATION...........................................................3
INVESTMENT STRATEGIES AND RISKS...............................................3
INVESTMENT RESTRICTIONS.......................................................6
TRUSTEES AND OFFICERS.........................................................8
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS...................................11
INVESTMENT ADVISORY AND OTHER SERVICES.......................................11
DISTRIBUTION PLAN............................................................13
PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................14
RETIREMENT PLANS.............................................................16
REDEMPTION OF SHARES.........................................................17
COMPUTATION OF NET ASSET VALUE...............................................17
INVESTMENT PERFORMANCE INFORMATION...........................................18
DESCRIPTION OF THE FUND'S SHARES.............................................19
FINANCIAL STATEMENTS.........................................................21
APPENDIX A - DESCRIPTION OF CORPORATE DEBT RATINGS..........................A-1

GENERAL INFORMATION

The Fund is a diversified, open-end, management investment company. The
Fund was organized as a business trust under the laws of the Commonwealth of
Massachusetts on October 24, 1986.

INVESTMENT STRATEGIES AND RISKS

The Prospectus discusses the investment objective of the Fund and the
principal strategies to be employed to achieve that objective. This section
contains supplemental information concerning certain types of securities and
other instruments in which the Fund may invest, additional strategies that the
Fund may utilize and certain risks associated with such investments and
strategies.

Convertible Securities

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. The
Fund will normally purchase only investment grade, convertible debt securities
having a rating of, or equivalent to, an S&P rating of at least "BBB" (which
securities may have speculative characteristics) or, if unrated, judged by the
Adviser to be of comparable quality. However, the Fund may also invest up to 15%
of its assets in more speculative convertible debt securities which appear to
present an advantageous means of acquiring common stock having potential capital
appreciation provided such securities have a rating of, or equivalent to, at
least an S&P rating of "B" or, if unrated, judged by the Adviser to be of
comparable quality. Corporate debt obligations having a "B" rating will likely
have some quality and protective characteristics which, in the judgment of the
rating organization, are outweighed by large uncertainties or major risk
exposures to adverse conditions. Although lower rated debt securities generally
have higher yields, they are also 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. A description of corporate debt
ratings including convertible securities is contained in Appendix A -
"Description of Corporate Debt Ratings."

As with all debt securities, the market value of convertible securities
tends to decline as interest rates increase and, conversely, to
increase as interest rates decline. Convertible securities generally
offer lower interest or dividend yields than non-convertible securities
of similar quality. However, when the market price of the common stock
underlying a convertible security exceeds the conversion price, the
price of the convertible security tends to reflect the value of the
underlying common stock. As the market price of the underlying common
stock declines, the convertible security tends to trade increasingly on
a yield basis, and thus may not depreciate to the same extent as the
underlying common stock. Convertible securities rank senior to common
stocks on an issuer's capital structure and are consequently of higher
quality and entail less risk than the issuer's common stock, although
the extent to which such risk is reduced depends in large measure upon
the degree to which the convertible security sells above its value as a
fixed-income security.

In selecting convertible securities for the Fund, the Adviser relies
primarily on its own evaluation of the issuer and the potential for capital
appreciation through conversion. It does not rely on the rating of the security
or sell because of a change in rating absent a change in its own evaluation of
the underlying common stock and the ability of the issuer to pay principal and
interest or dividends when due without disrupting its business goals. Interest
or dividend yield is a factor only to the extent it is reasonably consistent
with prevailing rates for securities of similar quality and thereby provides a
support level for the market price of the security. The Fund will purchase the
convertible securities of highly leveraged issuers only when, in the judgment of
the Adviser, the risk of default is outweighed by the potential for capital
appreciation.

The issuers of debt obligations having speculative characteristics may
experience difficulty in paying principal and interest when due in the event of
a downturn in the economy or unanticipated corporate developments. The market
prices of such securities may become increasingly volatile in periods of
economic uncertainty. Moreover, adverse publicity or the perceptions of
investors over which the Adviser has no control, whether or not based on
fundamental analysis, may decrease the market price and liquidity of such
investments. Although the Adviser will attempt to avoid exposing the Fund to
such risks, there is no assurance that it will be successful or that a liquid
secondary market will continue to be available for the disposition of such
securities.

Investments in Warrants and Rights

Warrants basically are options to purchase equity securities at a
specified price valid for a specified period of time. Their prices do not
necessarily move parallel to the prices of the underlying securities. Rights are
similar to warrants, but normally have a short duration and are distributed
directly by the issuer to its shareholders. Rights and warrants have no voting
rights, receive no dividends and have no rights with respect to the assets of
the issuer.

The Fund may invest up to 5% of its total assets in warrants and rights
(other than those acquired in units or attached to other securities) but will do
so only if the underlying equity securities are deemed appropriate by the
Adviser for inclusion in the Fund's portfolio.

Investing in rights and warrants can provide a greater potential for
profit or loss than an equivalent investment in the underlying security, and
thus can be a speculative investment. The value of a right or warrant may
decline because of a decline in the value of the underlying security, the
passage of time, changes in interest rates or in the dividend or other policies
of the Fund whose equity underlies the warrant or a change in the perception as
to the future price of the underlying security, or any combination thereof.
Rights and warrants generally pay no dividends and confer no voting or other
rights other than to purchase the underlying security.

Investments in Small, Unseasoned Companies and Other Illiquid Securities

The Fund may invest up to 5% of its net assets in small, less
well-known companies which have operated for less than three years (including
predecessors). The securities of such companies may have a limited trading
market, which may adversely affect their disposition and can result in their
being priced lower than might otherwise be the case. If other investment
companies and investors who invest in such issuers trade the same securities
when the Fund attempts to dispose of its holdings, the Fund may receive lower
prices than might otherwise be obtained.

The Fund will not in the aggregate invest more than 10% of its net
assets in illiquid securities. These securities include securities which are
restricted for public sale, securities for which market quotations are not
readily available, and repurchase agreements maturing or terminable in more than
seven days. Securities freely salable 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.

Loans of Portfolio Securities

To increase income and pay a portion of its expenses, the Fund may lend
its portfolio securities to broker-dealers or financial institutions, provided
the loan is (1) collateralized according to the regulatory requirements
discussed below and (2) limited so that the value of all loaned securities does
not exceed 25% of the value of the Fund's net assets. Under applicable
regulatory requirements (which are subject to change), the loan collateral must
be cash, a letter of credit from a U.S. bank or U.S. Government securities and
must at all times at least equal the value of the loaned securities. The Fund
must receive reasonable interest on the loan, any distributions on the
securities and any increase in their market value. The Fund may also pay
reasonable finder's, custodian and administrative fees. The terms of the Fund's
loans must meet applicable tests under the Internal Revenue Code of 1986, as
amended and permit it to reacquire loaned securities on five days' notice or in
time to vote on any important matter.

Corporate Reorganizations

In general, securities of companies engaged in reorganization
transactions sell at a premium to their historic market price immediately prior
to the announcement of a tender offer or reorganization proposal. However, the
increased market price of such securities may also discount what the stated or
appraised value of the security would be if the contemplated transaction were
approved or consummated. Such investments may be advantageous when the discount
significantly overstates the risk of the contingencies involved; significantly
undervalues the securities, assets or cash to be received by shareholders of the
prospective portfolio company as a result of the contemplated transaction; or
fails adequately to recognize the possibility that the offer or proposal may be
replaced or superseded by an offer or proposal of greater value. The evaluation
of such contingencies requires unusually broad knowledge and experience on the
part of the Adviser which must appraise not only the value of the issuer and its
component businesses as well as the assets or securities to be received as a
result of the contemplated transaction, but also the financial resources and
business motivation of the offeror as well as the dynamics of the business
climate when the offer or proposal is in progress.

In making such investments, the Fund will not violate any of its
diversification requirements or investment restrictions (see below, "Investment
Restrictions") including the requirement that, except for the investment of up
to 25% of its assets in any one company or industry, not more than 5% of its
assets may be invested in the securities of any issuer. Since such investments
are ordinarily short term in nature, they will tend to increase the turnover
ratio of the Fund thereby increasing its brokerage and other transaction
expenses. The Adviser intends to select investments of the type described which,
in its view, have a reasonable prospect of capital appreciation which is
significant in relation to both the risk involved and the potential of available
alternate investments.

When Issued, Delayed Delivery Securities & Forward Commitments

The Fund is authorized to buy and sell when issued securities as an
additional investment strategy in furtherance of its investment objectives.

In utilizing this strategy, the Fund may enter into forward commitments
for the purchase or sale of securities, including on a "when issued" or "delayed
delivery" basis in excess of customary settlement periods for the type of
security involved. In some cases, a forward commitment may be conditioned upon
the occurrence of a subsequent event, such as approval and consummation of a
merger, corporate reorganization or debt restructuring, i.e., a when, as and if
issued security. When such transactions are negotiated, the price is fixed at
the time of the commitment, with payment and delivery taking place in the
future, generally a month or more after the date of the commitment. While the
Fund will only enter into a forward commitment with the intention of actually
acquiring the security, the Fund may sell the security before the settlement
date if it is deemed advisable.

Securities purchased under a forward commitment are subject to market
fluctuation and no interest (or dividends) accrues to the Fund prior to the
settlement date. The Fund will segregate cash or liquid high-grade debt
securities with its custodian in an aggregate amount at least equal to the
amount of its outstanding forward commitments.

Other Investment Companies

The Fund does not intend to purchase the shares 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
investment company). To the extent that the Fund invests in the
securities of other investment companies, shareholders in the Fund may
be subject to duplicative advisory and administrative fees.

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 which
furnish collateral at least equal in value or market price to the amount of
their repurchase obligation. In a repurchase agreement, 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 exceeds the purchase price by an amount
which reflects an agreed-upon market interest rate for the term of the
repurchase agreement. The Fund's risk is primarily that, if the seller defaults,
the proceeds from the disposition of underlying securities and other collateral
for the seller's obligation are less than the repurchase price. If the seller
becomes bankrupt, the Fund might be delayed in selling the collateral. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), repurchase
agreements are considered loans. Repurchase agreements usually are for short
periods, such as one week or less, but could be longer. 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 invested in repurchase agreements. In
addition, the Fund will not enter into repurchase agreements of a duration of
more than seven days if, taken together with restricted securities and other
securities for which there are no readily available quotations, more than 10% of
its total assets would be so invested. These percentage limitations are
fundamental and may not be changed without shareholder approval.

INVESTMENT RESTRICTIONS

The Fund's investment objectives and the following investment
restrictions are fundamental and may not be changed without the approval of a
majority of the Fund's shareholders, defined as the lesser of (1) 67% of the
Fund's shares present at a meeting if the holders of more than 50% of the
outstanding shares are present in person or by proxy, or (2) more than 50% of
the Fund's outstanding shares. Under such restrictions, the Fund may not:

(1) Purchase the securities of any one issuer, other
than the United States Government or any of its agencies or
instrumentalities, if immediately after such purchase more
than 5% of the value of its total assets would be invested in
such issuer or the Fund would own more than 10% of the
outstanding voting securities of such issuer, except that up
to 25% of the value of the Fund's total assets may be invested
without regard to such 5% and 10% limitations;

(2) Invest more than 25% of the value of its total
assets in any particular industry;

(3) Purchase securities on margin, but it may obtain
such short-term credits from banks as may be necessary for the
clearance of purchase and sales of securities;

(4) Make loans of its assets except pursuant to the
conditions set forth in the Prospectus or for the purchase of
debt securities;

(5) Borrow money except subject to the restrictions
set forth in the Prospectus under "Borrowing";

(6) Mortgage, pledge or hypothecate any of its assets
except that, in connection with permissible borrowings
mentioned in paragraph 5 above, not more than 20% of the
assets of the Fund (not including amounts borrowed) may be
used as collateral;

(7) Invest more than 5% of its total assets in more
than 3% of the securities of another investment company or
invest more than 10% of its total assets in the securities of
other investment companies, nor make any such investments
other than through purchase in the open market where to the
best information of the Fund no commission or profit to a
sponsor or dealer (other than the customary broker's
commission) results from such purchase;

(8) Act as an underwriter of securities of other
issuers;

(9) Invest, in the aggregate, more than 10% of the
value of its total assets in securities for which market
quotations are not readily available, securities which are
restricted for public sale, or in repurchase agreements
maturing or terminable in more than seven days;

(10) Purchase or otherwise acquire interests in real
estate, real estate mortgage loans or interests in oil, gas or
other mineral exploration or development programs;

(11) Sell securities short or invest in puts, calls,
straddles, spreads or combinations thereof;

(12) Purchase or acquire commodities or commodity
contracts;

(13) Issue senior securities, except insofar as the
Fund may be deemed to have issued a senior security in
connection with any permitted borrowing;

(14) Participate on a joint, or a joint and
several, basis in any securities trading
account; or

(15) Invest in companies for the purpose of
exercising control.

TRUSTEES AND OFFICERS

Under Massachusetts law, the Fund's Board of Trustees is responsible
for establishing the Fund's policies and for overseeing the management of the
Fund. The Board also elects the Fund's officers who conduct the daily business
of the Fund. The Trustees and principal officers of the Fund, their ages and
their principal occupations for the past five years, are listed below. Unless
otherwise specified, the address of each such person is One Corporate Center,
Rye, New York 10580-1434. Trustees deemed to be "interested persons" of the Fund
for purposes of the Act are indicated by an asterisk.

Name, Address, Age and Position(s)
with Fund Principal Occupations During Past Five Years

Mario J. Gabelli, CFA, * 56 Chairman of the Board,
Trustee Chief Executive Officer, Chief
Investment Officer of Gabelli
Asset Management Inc.,
Gabelli Funds, LLC and
of GAMCO Investors,
Inc.; Director or
Trustee and Officer of
various other mutual
funds advised by Gabelli
Funds, LLC and it
affiliates; Chairman and
Chief Executive Officer
of Lynch Corporation
(diversified
manufacturing and
communications services
company) and Director of
East/West
Communications, Inc.

Felix J. Christiana, 73 Formerly Senior Vice President of
Trustee Dry Dock Savings Bank;
Director or Trustee of various
other mutual funds advised
by Gabelli Funds, LLC and its
affiliates.

Anthony J. Colavita, 64 President and Attorney at Law in
Trustee the law firm of Anthony
J. Colavita, P.C. since 1961;
Director or Trustee of
various other mutual funds advised
by Gabelli Funds, LLC
and its affiliates.

James P. Conn, 61 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; Director of
Meditrust Corporation
and First Republic Bank;
Director or Trustee of
various other mutual
funds advised by Gabelli
Funds, LLC and its
affiliates.

Name, Address, Age and Position(s)
with Fund Principal Occupations During Past Five Years

Karl Otto Pohl, *+ 69 Member of the Shareholder Committee of
Trustee Sal. Oppenheim Jr.
& Cie. (private investment bank); Board
Member of Gabelli
Asset Management Inc.,
Zurich Versicherungs -
Gesellschaft
(insurance), the
International Council of
JP Morgan & Co. and
Trizec Hahn Corp.;
Former President of the
Deutsche Bundesbank and
Chairman of its Central
Bank Council from 1980
through 1991; Director
or Trustee of all other
mutual funds advised by
Gabelli Funds, LLC and
its affiliates.

Anthony R. Pustorino, CPA, 73 Certified Public Accountant; Professor of
Trustee Accounting, Pace
University, since 1965; Trustee of The
Gabelli Asset Fund;
and Director or Trustee
of various other mutual
funds advised by Gabelli
Funds, LLC and its
affiliates.

Anthony Torna,* 72 Registered Representative with Herzog, Heine
Trustee & Geduld, Inc.

Anthonie C. Van Ekris, 65 Managing Director of Balmac International
Trustee ; Director or Trustee of various other
mutual funds advised by Gabelli
Funds, LLC and its affiliates.

Bruce N. Alpert, 47 Executive Vice President and Chief
President and Treasurer Operating Officer of
the Adviser; President and Director of
Gabelli Advisers, Inc. and an officer of
all funds advised by Gabelli Funds,
LLC and its affiliates.

James E. McKee, 34 Vice President and General Counsel of
Secretary Gabelli Asset
Management Inc., and GAMCO Investors,
Inc. since 1993 and of Gabelli Funds, LLC
since August 1995; Secretary of all
funds advised by Gabelli Funds, LLC and
Gabelli Advisers,Inc. since August 1995;
Branch Chief with the U.S.Securities and
Exchange Commission in New York (1992-1993).

+ Mr. Pohl is a director of the parent company of the Adviser.

No director, officer or employee of Gabelli & Company, Inc. ("Gabelli &
Company" or the "Distributor") or the Adviser or of any affiliate of Gabelli &
Company or the Adviser receives any compensation from the Fund for serving as an
officer or Trustee of the Fund. The Fund pays each of its Trustees who is not a
director, officer or employee of the Adviser or any of their affiliates, $6,000
per annum plus $500 per meeting attended in person and reimburses each Trustee
for related travel and out-of-pocket expenses. The Fund also pays each Trustee
serving as a member of the Audit, Proxy or Nominating Committees a fee of $500
per committee meeting, if held on a day other than a regularly scheduled board
meeting and the Chairman of each committee receives $1,000 per annum. For the
fiscal year ended December 31, 1998, such fees totaled $77,000.

Compensation Table

- ----------------------------------------- ---------------------------------- ---------------------------------------
(1) (2) (3)

Total Compensation
Aggregate Compensation from from Registrant and Fund Complex Paid
Registrant for to Trustees
Name of Person, Position Fiscal Year for Calendar Year*
- ----------------------------------------- ---------------------------------- ---------------------------------------

Mario J. Gabelli $ 0 $ 0
Trustee

Anthony J. Colavita $ 9,000 $ 81,500 (14)
Trustee

Felix J. Christiana $ 9,000 $ 88,100 (10)
Trustee

James P. Conn $ 8,000 $ 46,000 (5)
Trustee

Dugald A. Fletcher** $ 8,000 $ 16,000 (2)
Adviser

Karl Otto Pohl $ 8,000 $ 98,466 (15)
Trustee

Anthony R. Pustorino $ 11,000 $ 100,500 (10)
Trustee

Anthony Torna $ 8,000 $ 8,000 (1)
Trustee

Anthonie C. van Ekris $ 8,000 $ 57,500 (11)
Trustee

Salvatore J. Zizza** $ 8,000 $ 51,000 (5)
Adviser

The total compensation paid to such persons during the calendar year
ending December 31, 1998 by investment companies (including the Fund) from
which such person receives compensation that are part of the same Fund
complex as the Fund, because they have common or affiliated investment
advisers. The number in parentheses 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 as
indicated above.

</TABLE>

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

[As of _______, 1999, the following persons owned more than 25% of the
voting securities of the Fund and therefore may be deemed to control the Fund:]

[Name/Address ____%]

As of ________, 1999, the following persons owned of record or
beneficially 5% or more of the Fund's outstanding shares:

Name/Address ____%

As of ________, 1999, as a group the Trustees and officers of the Fund
owned less than 1% of the outstanding shares of common stock of the Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

The Adviser is a New York limited liability company which also serves
as Adviser to 12 other open-end investment companies and three closed-end
investment companies. The Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended. Mr. Mario J. Gabelli may be deemed
a "controlling person" of the Adviser on the basis of his controlling interest
of the parent company of the Adviser. GAMCO Investors, Inc. ("GAMCO"), a
wholly-owned subsidiary of the Adviser, acts as investment adviser for
individuals, pension trusts, profit-sharing trusts and endowments, and had
aggregate assets in excess of $8.0 billion under its management as of December
31, 1998.

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 Fund's ability to make certain
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 differ 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. In addition,
portfolio companies or their officers or directors may be minority shareholders
of the Adviser or its affiliates.

Pursuant to an Amended and Restated Investment Advisory Contact, which
was approved by shareholders of the Fund at a meeting held on May 11, 1992 (the
"Contract"), the Adviser furnishes a continuous investment program for the
Fund's portfolio, makes the day-to-day investment decisions for the Fund,
arranges the portfolio transactions of the Fund and generally manages the Fund's
investments in accordance with the stated policies of the Fund, subject to the
general supervision of the Board of Trustees of the Fund.

Under the Contract, the Adviser also (i) provides the Fund with
services of persons competent to perform such supervisory, administrative, and
clerical functions as are necessary to provide effective administration of the
Fund, including maintaining certain books and records and overseeing the
activities of the Fund's Custodian and Transfer Agent; (ii) oversees the
performance of administrative and professional services to the Fund by others,
including the Fund's Sub-Administrator, Custodian, Transfer Agent and Dividend
Disbursing Agent, as well as accounting, auditing and other services performed
for the Fund; (iii) provides the Fund with adequate office space and facilities;
(iv) prepares, but does not pay for, the periodic updating of the Fund's
registration statement, Prospectus and Additional Statement, including the
printing of such documents for the purpose of filings with the SEC and state
securities administrators, the Fund's tax returns, and reports to the Fund's
shareholders and the SEC; (v) calculates the net asset value of shares in the
Fund; (vi) prepares, but does not pay for, all filings under the securities or
"Blue Sky" laws of such states or countries as are designated by the
Distributor, which may be required to register or qualify, or continue the
registration or qualification, of the Fund and/or its shares under such laws;
and (vii) prepares notices and agendas for meetings of the Fund's Board of
Trustees and minutes of such meetings in all matters required by the Act to be
acted upon by the Board.

The Contract provides that absent willful misfeasance, bad faith, gross
negligence or reckless disregard of its duty, the Adviser and its employees,
officers, directors and controlling persons are not liable to the Fund or any of
its investors for any act or omission by the Adviser or for any error of
judgment or for losses sustained by the Fund. However, the Contract provides
that the Fund is not waiving any rights it may have with respect to any
violation of law which cannot be waived. The Contract also provides
indemnification for the Adviser and each of these persons for any conduct for
which they are not liable to the Fund. The Contract in no way restricts the
Adviser from acting as adviser to others. The Fund has agreed by the terms of
the Contract that the word "Gabelli" in its name is derived from the name of the
Adviser which in turn is derived from the name of Mario J. Gabelli; that such
name is the property of the Adviser for copyright and/or other purposes; and
that, therefore, such name may freely be used by the Adviser for other
investment companies, entities or products. The Fund has further agreed that in
the event that for any reason, the Adviser ceases to be its investment adviser,
the Fund will, unless the Adviser otherwise consents in writing, promptly take
all steps necessary to change its name to one which does not include "Gabelli."

By its terms, the Contract will remain in effect from year to year,
provided each such annual continuance is specifically approved by the Fund's
Board of Trustees or by a "majority" (as defined in the 1940 Act) vote of its
shareholders and, in either case, by a majority vote of the Trustees who are not
parties to the Contract or interested persons of any such party, cast in person
at a meeting called specifically for the purpose of voting on the Contract. The
Contract is terminable without penalty by the Fund on sixty days' written notice
when authorized either by majority vote of its outstanding voting shares or by a
vote of a majority of its Board of Trustees, or by the Adviser on sixty days'
written notice, and will automatically terminate in the event of its
"assignment" as defined by the 1940 Act.

For the fiscal years ended December 31, 1996, December 31, 1997 and
December 31, 1998, the Adviser received advisory fees of $5,831,475, $7,705,864,
and $14,542,759, respectively.

Sub-Administrator

First Data Investor Services Group, Inc. (the "Sub-Administrator"), a
subsidiary of First Data Corporation, serves as Sub-Administrator to
the Fund pursuant to a Sub-Administration Agreement with the Adviser
(the "Sub-Administration Agreement"). Under the Sub-Administration
Agreement, the Sub-Administrator (a) assists in supervising all aspects
of the Fund's operations except those performed by the Adviser under
its advisory agreement with the Fund; (b) supplies the Fund with office
facilities (which may be in the Sub-Administrator's own offices),
statistical and research data, data processing services, clerical,
accounting and bookkeeping services, including, but not limited to, the
calculation of the net asset value of shares in the Fund, internal
auditing and legal services, internal executive and administrative
services, and stationery and office supplies; (c) prepares and
distributes materials for all Fund Board of Trustees' Meetings
including the mailing of all Board materials and collates the same
materials into the Board books and assists in the drafting of minutes
of the Board Meetings; (d) prepares reports to Fund shareholders, tax
returns and reports to and filings with the SEC and state "Blue Sky"
authorities; (e) calculates the Fund's net asset value per share,
provides any equipment or services necessary for the purpose of pricing
shares or valuing the Fund's investment portfolio and, when requested,
calculates the amounts permitted for the payment of distribution
expenses under any distribution plan adopted by the Fund; (f) provides
compliance testing of all Fund activities against applicable
requirements of the 1940 Act and the rules thereunder, the Code, and
the Fund's investment restrictions; (g) furnishes to the Adviser such
statistical and other factual information and information regarding
economic factors and trends as the Adviser from time to time may
require; and (h) generally provides all administrative services that
may be required for the ongoing operation of the Fund in a manner
consistent with the requirements of the 1940 Act. For the services it
provides, the Advisor pays the Sub-Administrator an annual fee based on
the value of
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.

Counsel

Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue,
New York, New York 10022, serves as the
Fund's legal counsel.

Independent Accountant

PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New
York 10036, independent accountants, have been selected to audit, and express
their opinion on, the Fund's annual financial statements.

Custodian, Transfer Agent and Dividend Disbursing Agent

State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02110, is the Custodian for the Fund's cash and
securities. Boston Financial Data Services, Inc. ("BFDS"), an affiliate of State
Street, is located at the BFDS Building, Two Heritage Drive, Quincy,
Massachusetts 02171 and acts as the Fund's Transfer Agent and Dividend
Disbursing Agent. Neither BFDS nor State Street assists in or is responsible for
investment decisions involving assets of the Fund.

Distributor

To implement the Fund's 12b-1 Plan, the Fund has entered into a
Distribution Agreement with the Distributor, a New York corporation
which is an indirect majority owned subsidiary of Gabelli Asset
Management Inc., having principal offices located at One Corporate
Center, Rye, New York 10580-1434. The Distributor acts as agent of the
Fund for the continuous offering of its shares on a best efforts basis.

DISTRIBUTION PLAN

On February 26, 1997, the Fund adopted a Plan of Distribution (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act. 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 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 be subject to its limitations.
Payments under the Plan are not solely dependent on distribution expenses
actually incurred by the Distributor.

Under its terms, the Plan remains in effect so long as its continuance is
specifically approved at least annually by vote of the Fund's Board of
Trustees, including a majority of the Trustees who are not interested
persons of the Fund and who have no direct or indirect financial
interest in the operation of the Fund ("Independent Trustees"). The
Plan may not be amended to increase materially the amount to be spent
for services provided by the Distributor thereunder without shareholder
approval, and all material amendments of the Plan must also be approved
by the Trustees in the manner described above. The Plan may be
terminated at any time, without penalty, by vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act). Under the
Plan, the Distributor will provide the Trustees periodic reports of
amounts expended under the Plan and the purpose for which expenditures
were made.

No interested person of the Fund or any Independent Trustee of the Fund
had a direct or indirect financial interest in the operation of the Plan or
related agreements.

During the fiscal year ended December 31, 1998, the Fund made
distribution payments to the Distributor pursuant to the Plan in the amount of
$3,508,441. Such payments funded expenditures of approximately: $360,100 for
advertising, $290,500 for printing, postage and stationary, $2,337,741 for
overhead support expenses and $520,100 for salaries of personnel of the
Distributor. The Plan compensates the Distributor regardless of its expenses.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Under the Contract, the Adviser is authorized on behalf of the Fund to employ
brokers to effect the purchase or sale of portfolio securities with the
objective of obtaining prompt, efficient and reliable execution and
clearance of such transactions at the most favorable price obtainable
("best execution") at reasonable expense. The Adviser is permitted to
(1) direct Fund portfolio brokerage to Gabelli & Company, a
broker-dealer affiliate of the Adviser; (2) pay commissions to brokers
other than Gabelli & Company which are higher than might be charged by
another qualified broker to obtain brokerage and/or research services
considered by the Adviser to be useful or desirable for its investment
management of the Fund and/or other advisory accounts under the
management of the Adviser and any investment adviser affiliated with
it; and (3) consider the sales of shares of the Fund by brokers other
than Gabelli & Company as a factor in its selection of brokers for Fund
portfolio transactions. Transactions in securities other than those for
which a securities exchange is the principal market are generally
executed through a brokerage firm and a commission is paid wherever it
appears that the broker can obtain a more favorable overall price. In
general, there may be no stated commission on principal transactions in
over-the-counter securities, but the prices of such securities may
usually include undisclosed commissions or markups. When consistent
with the objective of obtaining best execution, Fund brokerage may be
directed to
brokers or dealers which furnish brokerage or research services to the Fund or
the Adviser of the type described in Section 28(e) of the Securities Exchange
Act of 1934, as amended. The commissions charged by a broker furnishing such
brokerage or research services may be greater than that which another qualified
broker might charge if the Adviser determines, in good faith, that the amount of
such greater commission is reasonable in relation to the value of the additional
brokerage or research services provided by the executing broker, viewed in terms
of either the particular transaction or the overall responsibilities of the
Adviser or its advisory affiliates to the accounts over which they exercise
investment discretion. Since it is not feasible to do so, the Adviser need not
attempt to place a specific dollar value on such services or the portion of the
commission which reflects the amount paid for such services but must be prepared
to demonstrate a good faith basis for its determinations.

Investment research obtained by allocations of Fund brokerage is used
to augment the scope and supplement the internal research and investment
strategy capabilities of the Adviser but does not reduce the overall expenses of
the Adviser to any material extent. Such investment research may be in written
form or through direct contact with individuals and includes information on
particular companies and industries as well as market, economic or institutional
activity areas. Research services furnished by brokers through which the Fund
effects securities transactions are used by the Adviser and its advisory
affiliates in carrying out their responsibilities with respect to all of their
accounts over which they exercise investment discretion. Such investment
information may be useful only to one or more of the other accounts of the
Adviser and its advisory affiliates, and research information received for the
commissions of those particular accounts may be useful both to the Fund and one
or more of such other accounts.

Neither the Fund nor the Adviser has any agreement or legally binding
understanding with any broker regarding any specific amount of brokerage
commissions which will be paid in recognition of such services. However, in
determining the amount of portfolio commissions directed to such brokers, the
Adviser does consider the level of services provided and, based on such
determinations, has allocated brokerage commissions of $1,330,436 on portfolio
transactions in the principal amounts of $1,415,670,000 during 1998. The average
commission on these transactions was $0.0500 per share.

The Adviser may also place orders for the purchase or sale of portfolio
securities with Gabelli & Company, a broker-dealer member of the National
Association of Securities Dealers which is an affiliate of the Adviser, when it
appears that, as an introducing broker or otherwise, Gabelli & Company can
obtain a price and execution which is at least as favorable as that of other
qualified brokers. As required by Rule 17e-1 under the 1940 Act, the Board of
Trustees of the Fund has adopted "Procedures" which provide that commissions
paid to Gabelli & Company on stock exchange transactions may not exceed that
which would have been charged by another qualified broker or member firm able to
effect the same or a comparable transaction at an equally favorable price and
contains a schedule setting forth maximum commission charges for such
transactions designed to reflect that standard. Rule 17e-1 and the Procedures
contain requirements that the Board, including its "Independent Trustees,"
conduct periodic compliance reviews of such brokerage allocations and review
such schedule at least annually for its continuing compliance with the foregoing
standard. The Adviser and Gabelli are also required to furnish reports and
maintain records in connection with such reviews.

To obtain the best execution of portfolio transactions on the New York
Stock Exchange ("NYSE"), Gabelli & Company controls and monitors the execution
of such transactions on the floor of the NYSE through independent "floor
brokers" or through the Designated Order Turnaround System of the NYSE. Such
transactions are then cleared, confirmed to the Fund for the account of Gabelli
& Company, and settled directly with the Custodian of the Fund by a clearing
house member firm which remits the commission less its clearance charges to
Gabelli & Company. Pursuant to an agreement with the Fund, Gabelli & Company
pays all charges incurred for such services and reports at least quarterly to
the Board the amount of such expenses and commissions. The net compensation
realized by Gabelli & Company for its brokerage services is subject to the
approval of the Board and the Independent Trustees of the Fund who must approve
the continuance of the arrangement at least annually. Commissions paid the Fund
pursuant to the arrangement may not exceed the commission level specified by the
Procedures described above. Gabelli & Company may also effect Fund portfolio
transactions in the same manner and pursuant to the same arrangements on other
national securities exchanges which adopt direct order access rules similar to
those of the NYSE.

The following table sets forth certain information regarding the Fund's
payment of brokerage commissions, including commissions paid to Gabelli &
Company.

<TABLE>
<CAPTION>
<S> <C> <C>
Fiscal Year Ended
December 31, Commissions
Paid
Total Brokerage Commissions................................................. 1996 $ 847,967
............................................................................ 1997 $ 894,602
............................................................................ 1998 $1,330,436

Commissions paid to Gabelli & Company....................................... 1996 $ 22,360
............................................................................ 1997 $ 3,750
............................................................................ 1998 $ 0

% of Total Brokerage Commissions paid to Gabelli & Company.................. 1998 0%

% of Total Transactions involving Commissions paid to
Gabelli & Company........................................................... 1998 0%

</TABLE>

RETIREMENT PLANS

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.
However, dividends and distributions held in the account are not taxed
until withdrawn in accordance with the provisions of the Code. 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 $4,000 annually to both 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 may be eligible to make contributions to a new type of
individual retirement account (a "Roth IRA"). An investor can open a Roth IRA if
he or she meets certain income limits specified in the Code. Any contributions
made by an investor to a Roth IRA are nondeductible for U.S. Federal income tax
purposes. Distributions from a Roth IRA are not included in the investor's gross
income and are not subject to a 10% penalty for early withdrawal if the
distributions are made after the end of the five-year period beginning with the
first tax year in which the investor made a contribution to the Roth IRA and the
distributions meet other criteria set forth in the Code. The maximum annual
aggregate contribution that can be made to IRAs and Roth IRAs is $2,000. In
addition, certain low and middle-income investors may open an education
individual retirement account (an "Education IRA"). Eligible individuals are
permitted to contribute up to $500 per year per beneficiary under 18 years old
to an Education IRA. The minimum initial investment for an Education IRA through
the Fund is $250. A distribution from an Education IRA is generally excludable
from gross income to the extent that such distribution does not exceed qualified
higher education expenses incurred by the beneficiary during the year in which
the distribution is made.

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.

Investorsshould be aware that they may be subject to penalties or additional
tax on contributions to or withdrawals from IRAs or other retirement
plans which are not permitted by the applicable provisions of the Code
and prior to a withdrawal, shareholders may be required to certify
their age and awareness of such restrictions in writing. Persons
desiring information concerning investments through IRAs or other
retirement plans should write or telephone the Distributor.

REDEMPTION OF SHARES

Payment of the redemption price for shares redeemed may be made either
in cash or in portfolio securities (selected in the discretion of the Board of
Trustees of the Fund and taken at their value used in determining the Fund's net
asset value per share as described under "Computation of Net Asset Value"), or
partly in cash and partly in portfolio securities. However, payments will be
made wholly in cash unless the Board of Trustees believes that economic
conditions exist which would make such a practice detrimental to the best
interests of the Fund. If payment for shares redeemed is made wholly or partly
in portfolio securities, brokerage costs may be incurred by the investor in
converting the securities to cash. The Fund will not distribute in-kind
portfolio securities that are not readily marketable. The Fund has filed a
formal election with the SEC pursuant to which the Fund will only effect a
redemption in portfolio securities where the particular shareholder of record is
redeeming more than $250,000 or 1.00% of the Fund's total net assets, whichever
is less, during any 90 day period. In the opinion of the Fund's management,
however, the amount of a redemption request would have to be significantly
greater than $250,000 before a redemption wholly or partly in portfolio
securities would be made.

Cancellation of purchase orders for Fund shares (as, for example, when
checks submitted to purchase shares are returned unpaid) causes a loss to be
incurred when the net asset value of the Fund shares on the date of cancellation
is less than on the original date of purchase. The investor is responsible for
such loss, and the Fund may reimburse itself or the Distributor for such loss by
automatically redeeming shares from any account registered at any time in that
shareholder's name, or by seeking other redress. In the event shares held in the
account of such shareholder are not sufficient to cover such loss, the
Distributor will promptly reimburse the Fund for the amount of such unrecovered
loss.

COMPUTATION OF NET ASSET VALUE

Net asset value is calculated separately for each class of the Fund.
The net asset value of Class B and Class C shares of the Fund will generally be
lower than the net asset value of Class A or Class AAA shares as a result of the
large distribution-related fee to which Class B and Class C shares are subject.
It is expected, however, that the net asset value per share of each class will
tend to converge immediately after the recording of dividends, if any, which
will differ by approximately the amount of the distribution and/or service fee
expense accrual differential among the classes.

For purposes of determining the Fund's net asset value per share,
readily marketable portfolio securities listed on the NYSE are valued, except as
indicated below, at the last sale price reflected at the close of the regular
trading session of the NYSE on the business day as of which such value is being
determined. If there has been no sale on such day, the securities are valued at
the mean of the closing bid and asked prices on such day. If no asked prices are
quoted on such day, then the security is valued at the closing bid price on such
day. If no bid or asked prices are quoted on such day, then the security is
valued by such method as the Board of Trustees shall determine in good faith to
reflect its fair market value. Readily marketable securities not listed on the
NYSE but listed on other national securities exchanges or admitted to trading on
the National Association of Securities Dealers Automated Quotations, Inc.
("NASDAQ") National List are valued in like manner.

Readily marketable securities traded in the over-the-counter market,
including listed securities whose primary market is believed by the Adviser to
be over-the-counter but excluding securities admitted to trading on the NASDAQ
National List, are valued at the mean of the current bid and asked prices as
reported by NASDAQ or, in the case of securities not quoted by NASDAQ, the
National Quotation Bureau or such other comparable sources as the Board of
Trustees deems appropriate to reflect their fair value. If no asked prices are
quoted on such day, then the security is valued at the closing bid price on such
day. If no bid or asked prices are quoted on such day, then the security is
valued by such method as the Board of Trustees shall determine in good faith to
reflect its fair market value.

Portfolio securities traded on more than one national securities
exchange or market are valued according to the broadest and most representative
market as determined by the Adviser. Securities traded primarily on foreign
exchanges are valued at the closing price on such foreign exchange immediately
prior to the close of the NYSE.

United States Government obligations and other debt instruments having
sixty days or less remaining until maturity are stated at amortized cost. Debt
instruments having a greater remaining maturity will be valued at the highest
bid price obtained from a dealer maintaining an active market in that security
or on the basis of prices obtained from a pricing service approved as reliable
by the Board of Trustees. All other investment assets, including restricted and
not readily marketable securities, are valued under procedures established by
and under the general supervision and responsibility of the Fund's Board of
Trustees designed to reflect in good faith the fair value of such securities.

INVESTMENT PERFORMANCE INFORMATION

The investment performance of the Fund quoted in advertising or sales
literature 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 computed by comparing the value of an assumed investment in Fund shares at
the offering price in effect at the beginning of the period shown with the
redemption price of the same investment at the end of the period (including
share(s) accrued thereon by the reinvestment of dividends and distributions).
Performance quotations given as a percentage will be derived by dividing the
amount of such total return by the amount of the assumed investment. When the
period shown is greater than one year, the result is referred to as cumulative
performance or cumulative total return.

Performance quotations will ordinarily be accompanied by the average
annual total return of the Fund for the past ten years as well as the total
return for the past five years and for the twelve months through the end of the
most recent calendar quarter. Quotations of average annual total return for
periods greater than one year will be the compounded annual rate of return which
equates to the result of the previously described calculation of cumulative
total return. Computed in the manner described, the total return of the Fund's
Class AAA shares has been:

Period/Year Ended Total Return

12/31/88 39.2%
12/31/89 40.1%
12/31/90 (2.0)%
12/31/91 34.3%
12/31/92 4.5%
12/31/93 11.3%
12/31/94 (3.4)%
12/31/95 32.7%
12/31/96 19.4%
12/31/97 42.6%
12/31/98 29.8%

The Fund's average annual total return figures for Class AAA shares are
as follows:

29.8% for the one year fiscal period from January 1, 1997 through
December 31, 1998

28.2% for the five year period from January 1, 1993 through December
31, 1998

19.8% for the ten year period from January 1, 1988 through December 31,
1998

19.4% for the period from the Fund's inception on April 10, 1987
through December 31, 1998

The formula for computing the foregoing annual rate of total return is:

P(1+T)n = ERV

P = Investment at the beginning of the period. T = Compounded annual rate of
total return.
n = Number of years.
ERV = Redemption value of the same investment at the end of the
period assuming the reinvestment of
all dividends and distributions.

Investors are cautioned that past results are not necessarily representative of
future results; that investment returns and principal value will fluctuate; that
investment performance is primarily a function of portfolio management (which is
affected by the economic and market environment as well as the volatility of
portfolio investments) and operating expenses; and that performance information,
such as that described above, may not provide a valid basis of comparison with
other investments and investment companies using a different method of computing
performance data.

DESCRIPTION OF THE FUND'S SHARES

The Fund may issue an unlimited number of full and fractional shares of
beneficial interest (par value $.01 per share). The Fund's shares have no
preemptive or conversion rights.

Voting Rights

Shareholders are entitled to one vote for each share held (and
fractional votes for fractional shares) and may vote on the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held. The
Declaration of Trust provides that the Fund's shareholders have the right, upon
the declaration in writing or vote of more than two thirds of its outstanding
shares, to remove a Trustee. The Trustees will call a meeting of shareholders to
vote upon the written request of the shareholders of 331/3% of its shares (10%
in the case of removal of a Trustee). In addition, ten shareholders holding the
lesser of $25,000 worth or one percent of Fund shares may advise the Trustees in
writing that they wish to communicate with other shareholders for the purpose of
requesting a meeting to remove a Trustee. The Trustees will then, if requested
by the applicants, mail at the applicants' expense, the applicants'
communication to all other shareholders. The Declaration of Trust provides that
the Fund's shareholders have the right, upon the declaration in writing or vote
of more than two thirds of its outstanding shares, to remove a Trustee. Except
for a change in the name of the Trust, no amendment may be made to the
Declaration of Trust without the affirmative vote of the holders of more than
50% of its outstanding shares. Shareholders have no preemptive or conversion
rights. The Fund may be terminated upon the sale of its assets to another
issuer, if such sale is approved by the vote of the holders of more than 50% of
its outstanding shares.
If not so terminated, the Fund intends to continue indefinitely.

Liabilities, Separate Series of Shares

The Fund's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of this
office. Under Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable as partners for a trust's obligations.
However, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself is
unable to meet its obligations since the Declaration of Trust provides for
indemnification and reimbursement of expenses out of the property of the Fund to
any shareholder held personally liable for any obligation of the Fund and also
provides that the Fund shall, if requested, assume the defense of any claim made
against any shareholder for any act or obligation of the Fund and satisfy any
judgment recovered thereon.

The Fund reserves the right to create and issue a number of series of
shares, in which case the shares of each series would participate equally in the
earnings, dividends and assets of the particular series and would vote
separately to approve management agreements or changes in investment policies,
but shares of all series would vote together in the election or selection of
Trustees, principal underwriters and accountants and on any proposed material
amendment to the Fund's Declaration of Trust. Upon liquidation of the Fund,
shareholders of each series would be entitled to share pro rata in the net
assets of their respective series available for distribution to shareholders.

FINANCIAL STATEMENTS

[TO BE FILED BY AMENDMENT]

APPENDIX A

DESCRIPTION OF CORPORATE DEBT RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong
position of such issues.
Aa: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa: Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.
Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B: Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest
and principal payments or of maintenance of other terms of the
contract over any long period of time may
be small.
Caa: Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present
elements of danger with respect to principal or interest.
Ca: Bonds which are rated Ca represent obligations which are
speculative in high degree. Such issues are
often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be
regarded as having extremely poor prospects of ever attaining any real
investment standing.

Unrated: Where no rating has been assigned or where a rating has been
suspended or withdrawn, it may be
for reasons unrelated to the quality of the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.
2. The issue or issuer belongs to a group of securities that are not rated as a
matter of policy. 3. There is a lack of essential data pertaining to the issue
or issuer. 4. The issue was privately placed, in which case the rating is not
published in Moody's Investors Services,
Inc.'s publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note: Those bonds in the Aa A, Baa Ba and B groups which Moody's believe
possess the strongest investment attributes are designated by the
symbols Aa-1, A-1, Baa-1 and B-1.

STANDARD & POOR'S RATINGS SERVICE

AAA: Bonds rated AAA have the highest rating assigned by Standard &
Poor's Ratings Service, a division of
McGraw-Hill Companies, Inc. ("S&P"). Capacity to pay interest and
repay principal is extremely strong.
AA: Bonds rated AA have a very strong capacity to pay interest
and repay principal and differ from the
higher rated issues only in small degree.
A: Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than bonds
in the highest rated categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for bonds in this category than in higher
rated categories.
BB, B, CCC, CC, C: Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of this
obligation. BB indicates the lowest degree of speculation and C the
highest degree of speculation. While such bonds will likely have some
quality and protective characteristics, they are outweighed by large
uncertainties of major risk exposures to adverse conditions.
C1: The rating C1 is reserved for income bonds on which no interest is
being paid.
D: Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.
Plus(+) Or Minus(-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show
relative standing within the major rating categories.
NR: Indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

PART C: OTHER INFORMATION

Item 23. Financial Statements and Exhibits

Exhibits

All references are to the Registrant's registration statement on Form
N-1A as filed with the Securities and Exchange Commission ("SEC") on
December 4, 1986, File Nos. 33-10583 and 811-4873 (the "Registration
Statement").

(a) Declaration of Trust will be filed by amendment.

(b) Registrant's By-laws are incorporated by reference to
Post-Effective Amendment No. 14 to the Registration Statement
on Form N1-A as filed with the SEC on April 30, 1997
(Accession No.
0000927405-97-000149) ("Post-Effective Amendment No. 14").

(d) Amended and Restated Investment Advisory Agreement with
Gabelli Funds, Inc. dated May 12, 1992 is incorporated by
reference to Post-Effective Amendment No. 14.

Investment Advisory Agreement with Gabelli Funds, LLC dated
_________ will be filed by Amendment.

(e) Amended and Restated Distribution Agreement dated May 11, 1992
is incorporated by reference to Post-Effective Amendment No.
14.

Amended and Restated Distribution Agreement dated ___________
will be filed by Amendment.

(f) Not applicable.

(g) Custody Agreement dated January 22, 1986 is incorporated by
reference to Post-Effective Amendment No. 14.

Amendment to Custody Agreement dated February 14, 1991
is incorporated by reference to
Post-Effective Amendment No. 14.

Amendment to Custody Agreement dated May 13, 1991
is incorporated by reference to
Post-Effective Amendment No. 14.

(h) Transfer Agency Agreement is incorporated by reference to
Post-Effective Amendment No. 14.

Sub-Administration Agreement with The Shareholder Services
Group, Inc. (now known as First Data
Investor Services Group, Inc.) dated May 1, 1995 is
incorporated by reference to Post-Effective
Amendment No. 14.

(i) Not applicable.

(j) Consent of Independent Accountants will be filed by Amendment.

Powers of Attorney for Mario J. Gabelli, Felix J.
Christiana, Anthony J. Colavita, James P.
Conn, Karl Otto Pohl, Anthony R. Pustorino, Anthony
Torna and Anthonie C. van Ekris are
incorporated by reference to Post-Effective Amendment No. 14.

(k) Not applicable.

(l) Agreement with initial shareholder dated is incorporated by
reference to Post-Effective Amendment No. 14.

(m) Amended and Restated Plan of Distribution pursuant to Rule
12b-1 is incorporated by reference to Post-Effective Amendment
No. 14.

Amended and Restated Plan of Distribution pursuant to Rule
12b-1 relating to Class AAA Series Shares is filed herewith.

Plan of Distribution pursuant to Rule 12b-1 relating to Class
A Series Shares is filed herewith.

Plan of Distribution pursuant to Rule 12b-1 relating to Class
B Series Shares is filed herewith.

Plan of Distribution pursuant to Rule 12b-1 relating to Class
C Series Shares is filed herewith.

(n) Financial Data Schedule is filed herewith.

(o) Rule 18f-3 Multi-Class Plan is filed herewith.

Item 24. Persons Controlled by or Under Common Control with Registrant

None

Item 25. Indemnification

Reference is made to Subdivision (c) of Section 12 of Article
Seventh of Registrant's Declaration of Trust.

Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses
incurred or paid by a trustee, officer or controlling person
of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

The Registrant hereby undertakes that it will apply the
indemnification provisions of its Declaration of Trust, its
By-laws, the Management Agreement, the Sub-Advisory Agreement,
the Administration Agreement and the Distribution Agreement in
a manner consistent with Release No. 11330 of the Securities
and Exchange Commission under the 1940 Act.

Item 26. Business and Other Connections of Investment Adviser

Gabelli Funds, LLC (the "Adviser") is a registered investment
adviser providing investment management and administrative
services to the Registrant. The Adviser also provides similar
services to other mutual funds.

The information required by this Item 26 of directors,
officers or partners of the Adviser, together with information
as to any other business, profession, vocation or employment
of a substantial nature engaged in by the Adviser or such
directors, officers or partners during the past two years, is
incorporated by reference to Form ADV filed by the Adviser
under 1940 Act (SEC File No. 801-37706).

Item 27. Principal Underwriter

(a) Gabelli & Company, Inc. ("Gabelli & Company") currently
acts as distributor for The Gabelli ABC
Fund, The Gabelli Asset Fund, The Gabelli Capital
Asset Fund, The Gabelli Convertible
Securities Fund, Inc., The Gabelli Equity Income Fund,
The Gabelli Equity Trust Inc., The
Gabelli Global Convertible Securities Fund, The Gabelli
Global Interactive Couch Potato(R)Fund,
The Gabelli Global Multimedia Trust Inc., The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, The Gabelli
Growth Fund, The Gabelli International Growth Fund,
Inc., The Gabelli
Small Cap Growth Fund, The Gabelli U.S. Treasury Money
Market Fund, The Gabelli Value Fund,
Inc., The Treasurer's Fund, Inc. and the Westwood Funds.

(b) The information required by this Item 27 with respect to each
director, officer or partner of Gabelli & Company is
incorporated by reference to Schedule A of Form BD filed by
Gabelli & Company under the Securities Exchange Act of 1934,
as amended (SEC File No. 8-21373).

Item 28. Location of Accounts and Records

All such accounts, books and other documents required by
Section 31(a) of the 1940 Act and Rules 31a-1 through 31a-3
thereunder are maintained at the offices of the Adviser,
Gabelli Funds, Inc., One Corporate Center, Rye, New York
10580-1434, First Data Investor Services Group, Inc., One
Exchange Place, Boston, Massachusetts 02109, State Street Bank
and Trust Company, 225 Franklin Street, Boston, Massachusetts,
02110 and Boston Financial Data Services, Inc., Two Heritage
Drive, North Quincy, Massachusetts, 02171.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant, THE GABELLI GROWTH
FUND, has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Rye and State of New York, on the 1st day of March,
1999.

THE GABELLI GROWTH FUND

By: /s/ Bruce N. Alpert
Bruce N. Alpert
President and Treasurer

- -------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Mario J. Gabelli* Principal Executive March 1, 1999
- ----------------------------- Officer and Trustee
Mario J. Gabelli

/s/ Bruce N. Alpert President and Treasurer March 1, 1999
- -----------------------------
Bruce N. Alpert

/s/ Felix J. Christiana* Trustee March 1, 1999
- -----------------------------
Felix J Christiana

/s/ Anthony J. Colavita* Trustee March 1, 1999
- -----------------------------
Anthony J. Colavita

/s/ James P. Conn* Trustee March 1, 1999
- -----------------------------
James P. Conn

/s/ Karl Otto Pohl* Trustee March 1, 1999
- -----------------------------
Karl Otto Pohl

/s/ Anthony R. Pustorino* Trustee March 1, 1999
- -----------------------------
Anthony R. Pustorino

/s/ Anthony Torna* Trustee March 1, 1999
Anthony Torna

/s/ Anthonie C. van Ekris* Trustee March 1, 1999
- -----------------------
Anthonie C. van Ekris

*By: /s/ Bruce N. Alpert
Bruce N. Alpert
Attorney-in-fact

SCHEDULE OF EXHIBITS

EXHIBIT

(m) Amended and Restated Plan of Distribution pursuant to
Rule 12b-1 relating to Class AAA Series Shares.

Plan of Distribution pursuant to Rule 12b-1 relating
to Class A Series Shares.

Plan of Distribution pursuant to Rule 12b-1 relating
to Class B Series Shares.

Plan of Distribution pursuant to Rule 12b-1 relating
to Class C Series Shares.

(n) Financial Data Schedule.

(o) Rule 18f-3 Multi-Class Plan.

AMENDED AND RESTATED

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE GABELLI GROWTH FUND

WHEREAS, THE GABELLI GROWTH FUND, a Massachusetts Business
Trust (the "Fund"), engages in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "Act");

WHEREAS, the Fund has issued and is authorized to issue
shares of Common Stock
("Shares");

WHEREAS, Gabelli & Company, Inc. (the "Distributor") presently
serves as the principal distributor of the Shares pursuant to the distribution
agreement between the Fund and the Distributor, which distribution agreement, as
amended, has been duly approved by the Board of Trustees of the Fund (the
"Board"), in accordance with the requirements of the Act (the "Distribution
Agreement");

WHEREAS, the Fund has adopted a plan of distribution pursuant
to Rule 12b-1 under the Act to assist in the distribution of Shares (the
"Plan");

WHEREAS, the Fund has established and plans to offer shares of
its common stock denominated as Class AAA Shares (the "Class AAA Shares"),
pursuant to Rule 18f-3 under the Act that permits the Fund to implement a
multiple distribution system providing investors with the option of purchasing
shares of various classes;

WHEREAS, the Board as a whole, and the trustees who are not
interested persons of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Disinterested Trustees"), have determined, after
review of all information and consideration of all pertinent facts reasonably
necessary to an informed determination, that it would be desirable to amend the
Plan in certain respects and to restate such amended Plan in its entirety and
that, in the exercise of reasonable business judgment and in light of their
fiduciary duties, that there is a reasonable likelihood that a plan of
distribution containing the terms set forth herein will benefit the Fund and the
shareholders of the Class AAA Shares, and have accordingly approved the Plan by
votes cast in person at a meeting called for the purpose of amending and
restating the Plan; and

WHEREAS, this Plan governs the Class AAA Shares and does not
relate to any class of shares which may be offered and sold by the Fund other
than the Class AAA Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund
hereby amends and restates the Plan in accordance with Rule 12b-1 under the Act
on the following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be
incurred, by the Distributor pursuant to the Distribution Agreement, the Fund
will pay to the Distributor as distribution payments (the "Payments") in
connection with the distribution of Class AAA Shares an aggregate amount at a
rate of 0.25% per year of the average daily net assets of the Class AAA Shares.
Such Payments shall be accrued daily and paid monthly in arrears or shall be
accrued and paid at such other intervals as the Board shall determine. The
Fund's obligation hereunder shall be limited to the assets of the Class AAA
Shares and shall not constitute an obligation of the Fund except out of such
assets and shall not constitute an obligation of any shareholder of the Fund. 2.
3. It is understood that the Payments made by the Fund under this Plan will be
used by the Distributor for the purpose of financing or assisting in the
financing of any activity which is primarily intended to result in the sale of
Class AAA Shares. The scope of the foregoing shall be interpreted by the Board,
whose decision shall be conclusive except to the extent it contravenes
established legal authority. Without in any way limiting the discretion of the
Board, the following activities are hereby declared to be primarily intended to
result in the sale of Class AAA Shares: advertising the Class AAA Shares or the
Fund's investment adviser's mutual fund activities; compensating underwriters,
dealers, brokers, banks and other selling entities (including the Distributor
and its affiliates) and sales and marketing personnel of any of them for sales
of Class AAA Shares, whether in a lump sum or on a continuous, periodic,
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Fund's investment adviser and its personnel) of any of them for providing
services to shareholders of the Fund relating to their investment in the Class
AAA Shares, including assistance in connection with inquiries relating to
shareholder accounts; the production and dissemination of prospectuses
(including statements of additional information) of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; and the ordinary or capital expenses, such as equipment,
rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party
consultancy or similar expenses relating to any activity for which Payment is
authorized by the Board; and the financing of any activity for which Payment is
authorized by the Board; and profit to the Distributor and its affiliates
arising out of their provision of shareholder services. Notwithstanding the
foregoing, this Plan does not require the Distributor or any of its affiliates
to perform any specific type or level of distribution activities or shareholder
services or to incur any specific level of expenses for activities covered by
this Section 2. In addition, Payments made in a particular year shall not be
refundable whether or not such Payments exceed the expenses incurred for that
year pursuant to this Section 2. 4. 5. The Fund is hereby authorized and
directed to enter into appropriate written agreements with the Distributor and
each other person to whom the Fund intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related" agreement for purposes of Rule
12b-1 under the Act. 6. 7. Each agreement required to be in writing by Section 3
must contain the provisions required by Rule 12b-1 under the Act and must be
approved by a majority of the Board ("Board Approval") and by a majority of the
Disinterested Trustees ("Disinterested Trustee Approval"), by vote cast in
person at a meeting called for the purposes of voting on such agreement. All
determinations or authorizations of the Board hereunder shall be made by Board
Approval and Disinterested Trustee Approval. 8. 9. The officers, investment
adviser or Distributor of the Fund, as appropriate, shall provide to the Board
and the Board shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such Payments were
made. 10. 11. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Class AAA Shares without
regard to the existence or terms and conditions of a plan of distribution under
Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict
the Fund from paying such amounts outside of this Plan and without limitation
hereby and without such payments being included in calculation of Payments
subject to the limitation set forth in Section 1. 12. 13. This Plan shall not
take effect until it has been approved by a vote of at least a majority of the
Class AAA Shares. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the Class AAA
Shares. This Plan may continue in effect for longer than one year after its
approval by a majority of the Class AAA Shares only as long as such continuance
is specifically approved at least annually by Board Approval and by
Disinterested Trustee Approval. 14. 15. This Plan may be terminated at any time
by a vote of the Disinterested Trustees, cast in person at a meeting called for
the purposes of voting on such termination, or by a vote of at least a majority
of the Class AAA Shares. 16. 17. For purposes of this Plan the terms "interested
person" and "related agreement" shall have the meanings ascribed to them in the
Act and the rules adopted by the Securities and Exchange Commission thereunder
and the term "vote of a majority of the Class AAA Shares" shall mean the vote,
at the annual or a special meeting of the holders of the Class AAA Shares duly
called, (a) of 67% or more of the voting securities present at such meeting, if
the holders of more than 50% of the Class AAA Shares outstanding on the record
date for such meeting are present or represented by proxy or, if less, (b) more
than 50% of the Class AAA Shares outstanding on the record date for such
meeting. 18. 19. Dated: February 17, 1999

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE GABELLI GROWTH FUND

WHEREAS, the Fund has issued and is authorized to issue
shares of Common Stock
("Shares");

WHEREAS, the Fund has established and plans to offer shares of
its common stock denominated as Class A Shares (the "Class A Shares"), pursuant
to Rule 18f-3 under the Act that permits the Fund to implement a multiple
distribution system providing investors with the option of purchasing shares of
various classes;

WHEREAS, the Board as a whole, and the trustees who are not
interested persons of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Disinterested Trustees"), have determined, after
review of all information and consideration of all pertinent facts reasonably
necessary to an informed determination, that it would be desirable to adopt a
plan of distribution for the Class A Shares and that, in the exercise of
reasonable business judgment and in light of their fiduciary duties, that there
is a reasonable likelihood that a plan of distribution containing the terms set
forth herein (the "Plan") will benefit the Fund and the shareholders of the
Class A Shares, and have accordingly approved the Plan by votes cast in person
at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class A Shares and does not
relate to any class of shares which may be offered and sold by the Fund other
than the Class A Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund
hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be
incurred, by the Distributor pursuant to the Distribution Agreement, the Fund
will pay to the Distributor as distribution payments (the "Payments") in
connection with the distribution of Class A Shares an aggregate amount at a rate
of 0.25% per year of the average daily net assets of the Class A Shares. Such
Payments shall be accrued daily and paid monthly in arrears or shall be accrued
and paid at such other intervals as the Board shall determine. The Fund's
obligation hereunder shall be limited to the assets of the Class A Shares and
shall not constitute an obligation of the Fund except out of such assets and
shall not constitute an obligation of any shareholder of the Fund. 2. 3. It is
understood that the Payments made by the Fund under this Plan will be used by
the Distributor for the purpose of financing or assisting in the financing of
any activity which is primarily intended to result in the sale of Class A
Shares. The scope of the foregoing shall be interpreted by the Board, whose
decision shall be conclusive except to the extent it contravenes established
legal authority. Without in any way limiting the discretion of the Board, the
following activities are hereby declared to be primarily intended to result in
the sale of Class A Shares: advertising the Class A Shares or the Fund's
investment adviser's mutual fund activities; compensating underwriters, dealers,
brokers, banks and other selling entities (including the Distributor and its
affiliates) and sales and marketing personnel of any of them for sales of Class
A Shares, whether in a lump sum or on a continuous, periodic, contingent,
deferred or other basis; compensating underwriters, dealers, brokers, banks and
other servicing entities and servicing personnel (including the Fund's
investment adviser and its personnel) of any of them for providing services to
shareholders of the Fund relating to their investment in the Class A Shares,
including assistance in connection with inquiries relating to shareholder
accounts; the production and dissemination of prospectuses (including statements
of additional information) of the Fund and the preparation, production and
dissemination of sales, marketing and shareholder servicing materials; and the
ordinary or capital expenses, such as equipment, rent, fixtures, salaries,
bonuses, reporting and recordkeeping and third party consultancy or similar
expenses relating to any activity for which Payment is authorized by the Board;
and the financing of any activity for which Payment is authorized by the Board;
and profit to the Distributor and its affiliates arising out of their provision
of shareholder services. Notwithstanding the foregoing, this Plan does not
require the Distributor or any of its affiliates to perform any specific type or
level of distribution activities or shareholder services or to incur any
specific level of expenses for activities covered by this Section 2. In
addition, Payments made in a particular year shall not be refundable whether or
not such Payments exceed the expenses incurred for that year pursuant to this
Section 2. 4. 5. The Fund is hereby authorized and directed to enter into
appropriate written agreements with the Distributor and each other person to
whom the Fund intends to make any Payment, and the Distributor is hereby
authorized and directed to enter into appropriate written agreements with each
person to whom the Distributor intends to make any payments in the nature of a
Payment. The foregoing requirement is not intended to apply to any agreement or
arrangement with respect to which the party to whom Payment is to be made does
not have the purpose set forth in Section 2 above (such as the printer in the
case of the printing of a prospectus or a newspaper in the case of an
advertisement) unless the Board determines that such an agreement or arrangement
should be treated as a "related" agreement for purposes of Rule 12b-1 under the
Act. 6. 7. Each agreement required to be in writing by Section 3 must contain
the provisions required by Rule 12b-1 under the Act and must be approved by a
majority of the Board ("Board Approval") and by a majority of the Disinterested
Trustees ("Disinterested Trustee Approval"), by vote cast in person at a meeting
called for the purposes of voting on such agreement. All determinations or
authorizations of the Board hereunder shall be made by Board Approval and
Disinterested Trustee Approval. 8. 9. The officers, investment adviser or
Distributor of the Fund, as appropriate, shall provide to the Board and the
Board shall review, at least quarterly, a written report of the amounts expended
pursuant to this Plan and the purposes for which such Payments were made. 10.
11. To the extent any activity is covered by Section 2 and is also an activity
which the Fund may pay for on behalf of the Class A Shares without regard to the
existence or terms and conditions of a plan of distribution under Rule 12b-1 of
the Act, this Plan shall not be construed to prevent or restrict the Fund from
paying such amounts outside of this Plan and without limitation hereby and
without such payments being included in calculation of Payments subject to the
limitation set forth in Section 1. 12. 13. This Plan shall not take effect until
it has been approved by a vote of at least a majority of the Class A Shares.
This Plan may not be amended in any material respect without Board Approval and
Disinterested Trustee Approval and may not be amended to increase the maximum
level of Payments permitted hereunder without such approvals and further
approval by a vote of at least a majority of the Class A Shares. This Plan may
continue in effect for longer than one year after its approval by a majority of
the Class A Shares only as long as such continuance is specifically approved at
least annually by Board Approval and by Disinterested Trustee Approval. 14. 15.
This Plan may be terminated at any time by a vote of the Disinterested Trustees,
cast in person at a meeting called for the purposes of voting on such
termination, or by a vote of at least a majority of the Class A Shares. 16. 17.
For purposes of this Plan the terms "interested person" and "related agreement"
shall have the meanings ascribed to them in the Act and the rules adopted by the
Securities and Exchange Commission thereunder and the term "vote of a majority
of the Class A Shares" shall mean the vote, at the annual or a special meeting
of the holders of the Class A Shares duly called, (a) of 67% or more of the
voting securities present at such meeting, if the holders of more than 50% of
the Class A Shares outstanding on the record date for such meeting are present
or represented by proxy or, if less, (b) more than 50% of the Class A Shares
outstanding on the record date for such meeting. 18. 19. Dated: February 17,
1999 20.

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE GABELLI GROWTH FUND

WHEREAS, the Fund has issued and is authorized to issue
shares of Common Stock
("Shares");

WHEREAS, the Fund has established and plans to offer shares of
its common stock denominated as Class B Shares (the "Class B Shares"), pursuant
to Rule 18f-3 under the Act that permits the Fund to implement a multiple
distribution system providing investors with the option of purchasing shares of
various classes;

WHEREAS, the Board as a whole, and the trustees who are not
interested persons of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Disinterested Trustees"), have determined, after
review of all information and consideration of all pertinent facts reasonably
necessary to an informed determination, that it would be desirable to adopt a
plan of distribution for the Class B Shares and that, in the exercise of
reasonable business judgment and in light of their fiduciary duties, that there
is a reasonable likelihood that a plan of distribution containing the terms set
forth herein (the "Plan") will benefit the Fund and the shareholders of the
Class B Shares, and have accordingly approved the Plan by votes cast in person
at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class B Shares and does not
relate to any class of shares which may be offered and sold by the Fund other
than the Class B Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund
hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be
incurred, by the Distributor pursuant to the Distribution Agreement, the Fund
will pay to the Distributor a distribution fee at the aggregate amount rate of
.75% per year of the average daily net asset value of the Class B Shares and a
service fee at the aggregate amount rate of .25% per year of the average daily
net asset value of the Class B Shares (the "Payments"). Such Payments shall be
accrued daily and paid monthly in arrears or shall be accrued and paid at such
other intervals as the Board shall determine. The Fund's obligation hereunder
shall be limited to the assets of the Class B Shares and shall not constitute an
obligation of the Fund except out of such assets and shall not constitute an
obligation of any shareholder of the Fund.
2.
3. It is understood that the Payments made by the Fund under this Plan will be
used by the Distributor for the purpose of financing or assisting in the
financing of any activity which is primarily intended to result in the sale of
Class B Shares. The scope of the foregoing shall be interpreted by the Board,
whose decision shall be conclusive except to the extent it contravenes
established legal authority. Without in any way limiting the discretion of the
Board, the following activities are hereby declared to be primarily intended to
result in the sale of Class B Shares: advertising the Class B Shares or the
Fund's investment adviser's mutual fund activities; compensating underwriters,
dealers, brokers, banks and other selling entities (including the Distributor
and its affiliates) and sales and marketing personnel of any of them for sales
of Class B Shares, whether in a lump sum or on a continuous, periodic,
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Fund's investment adviser and its personnel) of any of them for providing
services to shareholders of the Fund relating to their investment in the Class B
Shares, including assistance in connection with inquiries relating to
shareholder accounts; the production and dissemination of prospectuses
(including statements of additional information) of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; and the ordinary or capital expenses, such as equipment,
rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party
consultancy or similar expenses relating to any activity for which Payment is
authorized by the Board; and the financing of any activity for which Payment is
authorized by the Board; and profit to the Distributor and its affiliates
arising out of their provision of shareholder services. Notwithstanding the
foregoing, this Plan does not require the Distributor or any of its affiliates
to perform any specific type or level of distribution activities or shareholder
services or to incur any specific level of expenses for activities covered by
this Section 2. In addition, Payments made in a particular year shall not be
refundable whether or not such Payments exceed the expenses incurred for that
year pursuant to this Section 2. 4. 5. The Fund is hereby authorized and
directed to enter into appropriate written agreements with the Distributor and
each other person to whom the Fund intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related" agreement for purposes of Rule
12b-1 under the Act. 6. 7. Each agreement required to be in writing by Section 3
must contain the provisions required by Rule 12b-1 under the Act and must be
approved by a majority of the Board ("Board Approval") and by a majority of the
Disinterested Trustees ("Disinterested Trustee Approval"), by vote cast in
person at a meeting called for the purposes of voting on such agreement. All
determinations or authorizations of the Board hereunder shall be made by Board
Approval and Disinterested Trustee Approval. 8. 9. The officers, investment
adviser or Distributor of the Fund, as appropriate, shall provide to the Board
and the Board shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such Payments were
made. 10. 11. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Class B Shares without
regard to the existence or terms and conditions of a plan of distribution under
Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict
the Fund from paying such amounts outside of this Plan and without limitation
hereby and without such payments being included in calculation of Payments
subject to the limitation set forth in Section 1. 12. 13. This Plan shall not
take effect until it has been approved by a vote of at least a majority of the
Class B Shares. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the Class B
Shares. This Plan may continue in effect for longer than one year after its
approval by a majority of the Class B Shares only as long as such continuance is
specifically approved at least annually by Board Approval and by Disinterested
Trustee Approval. 14. 15. This Plan may be terminated at any time by a vote of
the Disinterested Trustees, cast in person at a meeting called for the purposes
of voting on such termination, or by a vote of at least a majority of the Class
B Shares. 16. 17. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the Class B Shares" shall mean the vote, at the annual or
a special meeting of the holders of the Class B Shares duly called, (a) of 67%
or more of the voting securities present at such meeting, if the holders of more
than 50% of the Class B Shares outstanding on the record date for such meeting
are present or represented by proxy or, if less, (b) more than 50% of the Class
B Shares outstanding on the record date for such meeting. 18. 1.

Dated: February 17, 1999

PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1

THE GABELLI GROWTH FUND

WHEREAS, the Fund has issued and is authorized to issue
shares of Common Stock
("Shares");

WHEREAS, the Fund has established and plans to offer shares of
its common stock denominated as Class C Shares (the "Class C Shares"), pursuant
to Rule 18f-3 under the Act that permits the Fund to implement a multiple
distribution system providing investors with the option of purchasing shares of
various classes;

WHEREAS, the Board as a whole, and the trustees who are not
interested persons of the Fund (as defined in the Act) and who have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to the Plan (the "Disinterested Trustees"), have determined, after
review of all information and consideration of all pertinent facts reasonably
necessary to an informed determination, that it would be desirable to adopt a
plan of distribution for the Class C Shares and that, in the exercise of
reasonable business judgment and in light of their fiduciary duties, that there
is a reasonable likelihood that a plan of distribution containing the terms set
forth herein (the "Plan") will benefit the Fund and the shareholders of the
Class C Shares, and have accordingly approved the Plan by votes cast in person
at a meeting called for the purpose of voting on the Plan; and

WHEREAS, this Plan governs the Class C Shares and does not
relate to any class of shares which may be offered and sold by the Fund other
than the Class C Shares.

NOW, THEREFORE, in consideration of the foregoing, the Fund
hereby adopts the Plan in accordance with Rule 12b-1 under the Act on the
following terms and conditions:

1. In consideration of the services to be provided, and the expenses to be
incurred, by the Distributor pursuant to the Distribution Agreement, the Fund
will pay to the Distributor a distribution fee at the aggregate amount rate of
.75% per year of the average daily net asset value of the Class C Shares and a
service fee at the aggregate amount rate of .25% per year of the average daily
net asset value of the Class C Shares (the "Payments"). Such Payments shall be
accrued daily and paid monthly in arrears or shall be accrued and paid at such
other intervals as the Board shall determine. The Fund's obligation hereunder
shall be limited to the assets of the Class C Shares and shall not constitute an
obligation of the Fund except out of such assets and shall not constitute an
obligation of any shareholder of the Fund.
2.
3. It is understood that the Payments made by the Fund under this Plan will be
used by the Distributor for the purpose of financing or assisting in the
financing of any activity which is primarily intended to result in the sale of
Class C Shares. The scope of the foregoing shall be interpreted by the Board,
whose decision shall be conclusive except to the extent it contravenes
established legal authority. Without in any way limiting the discretion of the
Board, the following activities are hereby declared to be primarily intended to
result in the sale of Class C Shares: advertising the Class C Shares or the
Fund's investment adviser's mutual fund activities; compensating underwriters,
dealers, brokers, banks and other selling entities (including the Distributor
and its affiliates) and sales and marketing personnel of any of them for sales
of Class C Shares, whether in a lump sum or on a continuous, periodic,
contingent, deferred or other basis; compensating underwriters, dealers,
brokers, banks and other servicing entities and servicing personnel (including
the Fund's investment adviser and its personnel) of any of them for providing
services to shareholders of the Fund relating to their investment in the Class C
Shares, including assistance in connection with inquiries relating to
shareholder accounts; the production and dissemination of prospectuses
(including statements of additional information) of the Fund and the
preparation, production and dissemination of sales, marketing and shareholder
servicing materials; and the ordinary or capital expenses, such as equipment,
rent, fixtures, salaries, bonuses, reporting and recordkeeping and third party
consultancy or similar expenses relating to any activity for which Payment is
authorized by the Board; and the financing of any activity for which Payment is
authorized by the Board; and profit to the Distributor and its affiliates
arising out of their provision of shareholder services. Notwithstanding the
foregoing, this Plan does not require the Distributor or any of its affiliates
to perform any specific type or level of distribution activities or shareholder
services or to incur any specific level of expenses for activities covered by
this Section 2. In addition, Payments made in a particular year shall not be
refundable whether or not such Payments exceed the expenses incurred for that
year pursuant to this Section 2. 4. 5. The Fund is hereby authorized and
directed to enter into appropriate written agreements with the Distributor and
each other person to whom the Fund intends to make any Payment, and the
Distributor is hereby authorized and directed to enter into appropriate written
agreements with each person to whom the Distributor intends to make any payments
in the nature of a Payment. The foregoing requirement is not intended to apply
to any agreement or arrangement with respect to which the party to whom Payment
is to be made does not have the purpose set forth in Section 2 above (such as
the printer in the case of the printing of a prospectus or a newspaper in the
case of an advertisement) unless the Board determines that such an agreement or
arrangement should be treated as a "related" agreement for purposes of Rule
12b-1 under the Act. 6. 7. Each agreement required to be in writing by Section 3
must contain the provisions required by Rule 12b-1 under the Act and must be
approved by a majority of the Board ("Board Approval") and by a majority of the
Disinterested Trustees ("Disinterested Trustee Approval"), by vote cast in
person at a meeting called for the purposes of voting on such agreement. All
determinations or authorizations of the Board hereunder shall be made by Board
Approval and Disinterested Trustee Approval. 8. 9. The officers, investment
adviser or Distributor of the Fund, as appropriate, shall provide to the Board
and the Board shall review, at least quarterly, a written report of the amounts
expended pursuant to this Plan and the purposes for which such Payments were
made. 10. 11. To the extent any activity is covered by Section 2 and is also an
activity which the Fund may pay for on behalf of the Class C Shares without
regard to the existence or terms and conditions of a plan of distribution under
Rule 12b-1 of the Act, this Plan shall not be construed to prevent or restrict
the Fund from paying such amounts outside of this Plan and without limitation
hereby and without such payments being included in calculation of Payments
subject to the limitation set forth in Section 1. 12. 13. This Plan shall not
take effect until it has been approved by a vote of at least a majority of the
Class C Shares. This Plan may not be amended in any material respect without
Board Approval and Disinterested Trustee Approval and may not be amended to
increase the maximum level of Payments permitted hereunder without such
approvals and further approval by a vote of at least a majority of the Class C
Shares. This Plan may continue in effect for longer than one year after its
approval by a majority of the Class C Shares only as long as such continuance is
specifically approved at least annually by Board Approval and by Disinterested
Trustee Approval. 14. 15. This Plan may be terminated at any time by a vote of
the Disinterested Trustees, cast in person at a meeting called for the purposes
of voting on such termination, or by a vote of at least a majority of the Class
C Shares. 16. 17. For purposes of this Plan the terms "interested person" and
"related agreement" shall have the meanings ascribed to them in the Act and the
rules adopted by the Securities and Exchange Commission thereunder and the term
"vote of a majority of the Class C Shares" shall mean the vote, at the annual or
a special meeting of the holders of the Class C Shares duly called, (a) of 67%
or more of the voting securities present at such meeting, if the holders of more
than 50% of the Class C Shares outstanding on the record date for such meeting
are present or represented by proxy or, if less, (b) more than 50% of the Class
C Shares outstanding on the record date for such meeting. 18. 1.

Dated: February 17, 1999

[ARTICLE] 6
[CIK] 0000806857
[NAME] K:\WDATA\ADMIN\EDGAR\GABELLI\GROWTH
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-START] JAN-31-1998
[PERIOD-END] DEC-31-1998
[INVESTMENTS-AT-COST] 1286330888
[INVESTMENTS-AT-VALUE] 1864774976
[RECEIVABLES] 5966697
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 562
[TOTAL-ASSETS] 1870742235
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 6186141
[TOTAL-LIABILITIES] 6186141
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 1286710977
[SHARES-COMMON-STOCK] 52671581
[SHARES-COMMON-PRIOR] 32971324
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 598971
[ACCUM-APPREC-OR-DEPREC] 578444088
[NET-ASSETS] 1864556094
[DIVIDEND-INCOME] 12908009
[INTEREST-INCOME] 2797401
[OTHER-INCOME] 0
[EXPENSES-NET] 20523787
[NET-INVESTMENT-INCOME] (4818377)
[REALIZED-GAINS-CURRENT] 87865238
[APPREC-INCREASE-CURRENT] 299383776
[NET-CHANGE-FROM-OPS] 382430637
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (88067592)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 31588783
[NUMBER-OF-SHARES-REDEEMED] 14188364
[SHARES-REINVESTED] 2299838
[NET-CHANGE-IN-ASSETS] 920571044
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 393532
[GROSS-ADVISORY-FEES] 14542759
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 20523787
[AVERAGE-NET-ASSETS] 1454278902
[PER-SHARE-NAV-BEGIN] 28.63
[PER-SHARE-NII] (.09)
[PER-SHARE-GAIN-APPREC] 8.60
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] ( 1.74)
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 35.40
[EXPENSE-RATIO] 1.41
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

RULE 18f-3
MULTI-CLASS PLAN

FOR

THE GABELLI GROWTH FUND

This Plan is adopted pursuant to Rule 18f-3 under the Act to
provide for the issuance and distribution of multiple classes of shares by the
Fund in accordance with the terms, procedures and conditions set forth below. A
majority of the Trustees of the Fund, including a majority of the Trustees who
are not interested persons of the Fund within the meaning of the Act, have found
this Multi-Class Plan, including the expense allocations, to be in the best
interest of the Fund and each Class of Shares constituting the Fund.

A. Definitions. As used herein, the terms set forth below shall have
the meanings ascribed to
them below.

1. The Act -- the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder.

1. CDSC -- contingent deferred sales charge.
- --------- ----

1. CDSC Period -- the period of time following acquisition
during which Shares are assessed a CDSC upon redemption.

1. Class - a class of Shares of the Fund.
- --------- -----

1. Class A Shares -- shall have the meaning ascribed in Section B.1.
- --------- --------------

1. Class B Shares -- shall have the meaning ascribed in Section B.1.
- --------- --------------

1. Class C Shares -- shall have the meaning ascribed in Section B.1.
- --------- --------------

1. Class AAA Shares --shall have the meaning ascribed in Section B.1.
- --------- ----------------

1. Distribution Expenses -- expenses, including allocable
overhead costs, imputed interest any other expenses and any
element of profit referred to in a Plan of Distribution
and/or board resolutions, incurred in activities which are
primarily intended to result in the distribution and sale
of Shares.

1. Distribution Fee -- a fee paid by the Fund in respect of
the asset of a Class of the Fund to the Distributor
pursuant to the Plan of Distribution relating to the Class.

1. Distributor -- Gabelli & Company, Inc.
- --------- -----------

1. Fund - The Gabelli Growth Fund.

1. IRS - Internal Revenue Service

1. NASD - National Association of Securities Dealers, Inc.

1. Plan of Distribution -- any plan adopted under Rule 12b-1
under the Act with respect to payment of a Distribution
Fee.

1. Prospectus - the prospectus, including the statement of
additional information incorporated by reference therein,
covering the Shares of the referenced Class or Classes of
the Fund.

1. SEC - Securities and Exchange Commission

1. Service Fee -- a fee paid to financial intermediaries,
including the Distributor and its affiliates, for the
ongoing provision of personal services to shareholders of a
Class and/or the maintenance of shareholder accounts
relating to a Class.

1. Share - a share of beneficial interest in the Fund.
- --------- -----

1. Trustees -- the trustees of the Fund.
- --------- --------

A. Classes. The Fund may offer four Classes as follows:

1. Class A Shares. Class A Shares means The Gabelli Growth Fund Class A
Shares designated by --------- -------------- the Supplemental Declaration
of Trust and adopted by the Trustees. Class A Shares shall be offered at
net asset value plus a front-end sales charge set forth in the Prospectus
from time to time, which may be reduced or eliminated in any manner not
prohibited by the Act or the NASD as set forth in the Prospectus. Class A
Shares that are not subject to a front-end sales charge as a result of the
foregoing may be subject to a CDSC for the CDSC Period set forth in Section
D.1. The offering price of Class A Shares subject to a front-end sales
charge shall be computed in accordance with the Act. Class A Shares shall
be subject to ongoing Distribution Fees or Service Fees approved from time
to time by the Trustees and set forth in the Prospectus.

1. Class B Shares. Class B Shares means The Gabelli Growth Fund Class B
Shares designated by --------- -------------- the Supplemental Declaration
of Trust and adopted by the Trustees. Class B Shares shall be (1) offered
at net asset value, (2) subject to a CDSC for the CDSC Period set forth in
Section D.1, (3) subject to ongoing Distribution Fees and Service Fees
approved from time to time by the Trustees and set forth in the Prospectus
and (4) converted 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. For Class B Shares previously exchanged for shares of a
money market fund the investment adviser of which is the same as or an
affiliate of the investment adviser of the Fund, the time period during
which such Shares were held in the money market fund will be excluded.

1. Class C Shares. Class C Shares means The Gabelli Growth
Fund Class C Shares designated by the Supplemental
Declaration of Trust and adopted by the Trustees. Class C
Shares shall be (1) offered at net asset value, (2) subject
to a CDSC for the CDSC Period set forth in Section D.1. and
(3) subject to ongoing Distribution Fees and Service Fees
approved from time to time by the Trustees and set forth in
the Prospectus.

1. Class AAA Shares. Class AAA Shares means The Gabelli Growth Fund Class
AAA Shares --------- ---------------- designated by the Supplemental
Declaration of Trust and adopted by the Trustees. Class AAA Shares shall be
(1) offered at net asset value, (2) sold without a front end sales charge
or CDSC, (3) offered to investors acquiring Shares directly from the
Distributor or from a financial intermediary with whom the Distributor has
entered into an agreement expressly authorizing the sale by such
intermediary of Class AAA Shares and (4) subject to ongoing Distribution
Fees or Service Fees approved from time to time by the Trustees and set
forth in the Prospectus.

A. Rights and Privileges of Classes. Each of the Class A Shares,
Class B Shares, Class C Shares and Class AAA Shares will represent
an interest in the same portfolio of assets and will have
identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions except as described
otherwise in the Supplemental Declaration of Trust with respect to
each of such Classes.

A. CDSC. A CDSC may be imposed upon redemption of Class A Shares.
Class B Shares and Class C Shares that do not incur a front end
sales charge subject to the following conditions:

1. CDSC Period. The CDSC Period for Class A Shares and Class C
Shares shall be twenty-four months plus any portion of the
month during which payment for such Shares was received.
The CDSC Period for Class B Shares shall be eighty-four
months plus any portion of the month during which payment
for such Shares was received.

1. CDSC Rate. The CDSC rate shall be recommended by the Distributor and
approved by the --------- --------- Trustees. If a CDSC is imposed for a
period greater than thirteen months the CDSC rate must decline during the
CDSC Period such that (a) the CDSC rate is less in the last twelve months
of the CDSC Period than in the first twelve months (plus any initial
partial month) and (b) in each succeeding twelve months the CDSC rate shall
be less than or equal to the CDSC rate in the preceding twelve months (plus
any initial partial month).

1. Disclosure and changes. The CDSC rates and CDSC Period
shall be disclosed in the Prospectus and may be decreased
at the discretion of the Distributor but may not be
increased unless approved as set forth in Section L.

1. Method of calculation. The CDSC shall be assessed on an amount equal to
the lesser of the --------- --------------------- then current net asset
value or the cost of the Shares being redeemed. No CDSC shall be imposed on
increases in the net asset value of the Shares being redeemed above the
initial purchase price. No CDSC shall be assessed on Shares derived from
reinvestment of dividends or capital gains distributions. The order in
which Class B Shares and Class C Shares are to be redeemed when not all of
such Shares would be subject to a CDSC shall be as determined by the
Distributor in accordance with the provisions of Rule 6c-10 under the Act.

1. Waiver. The Distributor may in its discretion waive a CDSC
otherwise due upon the redemption of Shares of any Class
under circumstances previously approved by the Trustees and
disclosed in the Prospectus and as allowed under Rule 6c-10
under the Act.

1. Calculation of offering price. The offering price of Shares
of any Class subject to a CDSC shall be computed in
accordance with Rule 22c-1 under the Act and Section 22(d)
of the Act and the rules and regulations thereunder.

1. Retention by Distributor. The CDSC paid with respect to
Shares of any Class may be retained by the Distributor to
reimburse the Distributor for commissions paid by it in
connection with the sale of Shares subject to a CDSC and
for Distribution Expenses.

A. Service and Distribution Fees. Class A Shares and Class AAA Shares
shall be subject to ongoing Distribution Fees or Service Fees not
in excess of 0.25% per annum of the average daily net assets of
the Class. Class B Shares and Class C Shares shall be subject to a
Distribution Fee not in excess of 0.75% per annum of the average
daily net assets of the Class and a Service Fee not in excess of
0.25% of the average daily net assets of the Class. All other
terms and conditions with respect to Service Fees and Distribution
Fees shall be governed by the plans adopted by the Fund with
respect to such fees and Rule 12b-1 of the Act.

A. Conversion. Shares acquired through the reinvestment of dividends and
capital gain ------------------- distributions paid on Shares of a Class
subject to conversion shall be treated as if held in a separate
sub-account. Each time any Shares of a Class in a shareholder's account
(other than Shares held in the sub-account) convert to Class A Shares, a
proportionate number of Shares held in the sub-account shall also convert
to Class A Shares. All conversions shall be effected on the basis of the
relative net asset values of the two Classes without the imposition of any
sales load or other charge. So long as any Class of Shares converts into
Class A Shares, the Distributor shall waive or reimburse the Fund, or take
such other actions with the approval of the Trustees as may be reasonably
necessary to ensure that, the expenses, including payments authorized under
a Plan of Distribution, applicable to the Class A Shares are not higher
than the expenses, including payments authorized under a Plan of
Distribution, applicable to the Class of Shares that converts into Class A
Shares. Shares acquired through an exchange privilege will convert to Class
A Shares after expiration of the conversion period applicable to such
Shares. The continuation of the conversion feature is subject to continued
compliance with the rules and regulations of the SEC, the NASD and the IRS.

A. Allocation of Liabilities, Expenses, Income and Gains Among Classes.

1. Liabilities and Expenses applicable to a particular Class. Each Class of
the Fund shall ---------
--------------------------------------------------------- pay any
Distribution Fee and Service Fee applicable to that Class. Other expenses
applicable to any of the foregoing such as incremental transfer agency
fees, but not including advisory or custodial fees or other expenses
related to the management of the Fund's assets, shall be allocated among
such Classes in different amounts in accordance with the terms of each such
Class if they are actually incurred in different amounts by such Classes or
if such Classes receive services of a different kind or to a different
degree than other Classes.

1. Income, losses, capital gains and losses, and liabilities
and other expenses applicable to all Classes. Income,
losses, realized and unrealized capital gains and losses,
and any liabilities and expenses not applicable to any
particular Class shall be allocated to each Class on the
basis of the net asset value of that Class in relation to
the net asset value of the Fund.

1. Determination of nature of items. The Trustees shall
determine in their sole discretion whether any liability,
expense, income, gains or loss other than those listed
herein is properly treated as attributed in whole or in
part to a particular Class or all Classes.

A. Exchange Privilege. Holders of Class A Shares, Class B Shares,
Class C Shares and Class AAA Shares shall have such exchange
privileges as set forth in the Prospectus for such Class. Exchange
privileges may vary among Classes and among holders of a Class.

A. Voting Rights of Classes.

1. Shareholders of each Class shall have exclusive voting
rights on any matter submitted to them that relates solely
to that Class, provided that:

If any amendment is proposed to the Plan of Distribution under which
Distribution Fees or Service Fees are paid with respect to Class A
Shares of the Fund that would increase materially the amount to be
borne by Class A Shares under such Plan of Distribution, then no Class
B Shares shall convert into Class A Shares of the Fund until the
holders of Class B Shares of the Fund have also approved the proposed
amendment.

If the holders of either the Class B Shares referred to in subparagraph a.
do not approve the proposed amendment, the Trustees and the Distributor
shall take such action as is necessary to ensure that the Class voting
against the amendment shall convert into another Class identical in all
material respects to Class A Shares of the Fund as constituted prior to
the amendment.

1. Shareholders shall have separate voting rights on any
matter submitted to shareholders in which the interest of
one Class differs from the interests of any other Class,
provided that:

If the holders of Class A Shares approve any increase in expenses allocated to
the Class A Shares, then no Class B Shares shall convert into Class A
Shares of the Fund until the holders of Class B Shares of the Fund have
also approved such expense increase.

If the holders of Class B Shares referred to in subparagraph a. do not approve
such increase, the Trustees and the Distributor shall take such action as
is necessary to ensure that the Class B Shares shall convert into another
Class identical in all material respects to Class A Shares of the Fund as
constituted prior to the expense increase.

A. Dividends and Distributions. Dividends and capital gain
distributions paid by the Fund with respect to each Class, to the
extent any such dividends and distributions are paid, will be
calculated in the same manner and at the same time on the same day
and will be, after taking into account any differentiation in
expenses allocable to a particular Class, in substantially the
same proportion on a relative net asset value basis.

A. Reports to Trustees. The Distributor shall provide the Trustees
such information as the Trustees may from time to time deem to be
reasonably necessary to evaluate this Plan.

A. Amendment. Any material amendment to this Plan shall be approved by the
affirmative vote of a majority (as defined in the Act) of the Trustees of
the Fund, including the affirmative vote of the Trustees of the Fund who
are not interested persons of the Fund, except that any amendment that
increases the CDSC rate schedule or CDSC Period must also be approved by
the affirmative vote of a majority of the Shares of the affected Class.
Except as so provided, no amendment to the Plan shall be required to be
approved by the shareholders of any Class of the Shares constituting the
Fund. The Distributor shall provide the Trustees such information as may be
reasonably necessary to evaluate any amendment to this Plan.