COMSTOCK PARTNERS FUNDS INC
497, 2000-05-23
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      SUPPLEMENT dated May 22, 2000 to PROSPECTUS dated August 28, 1999

                          Gabelli Comstock Funds, Inc.

                         Gabelli Comstock Strategy Fund
                       Gabelli Comstock Capital Value Fund

         On May  22,  2000,  Gabelli  Funds,  LLC  (the  "Adviser")  became  the
investment  adviser for the  Comstock  Partners  Strategy  Fund and the Comstock
Partners Capital Value Fund,  which were renamed the Gabelli  Comstock  Strategy
Fund (the  "Strategy  Fund") and the Gabelli  Comstock  Capital  Value Fund (the
"Capital Value Fund"). In addition, Gabelli & Company, Inc. became the principal
underwriter for each of the Funds.

         This  Supplement  to the Funds'  Prospectus  dated August 28, 1999 (the
"Prospectus")  explains the changes  occurring as a result of the new investment
advisory agreements (the "New Advisory  Agreements") approved by shareholders of
each Fund with the Adviser.

The  information  under the heading  Fees and  Expenses on pages 9 and 10 of the
Prospectus is replaced by the following information:

Fees and Expenses

The following  information shows the fees and expenses that a shareholder of the
Strategy Fund may pay to buy and hold shares of the Strategy Fund:
<TABLE>
<CAPTION>
<S>                                                                               <C>                     <C>

                                                                                  Class A                  Class C
Shareholder  Fees (fees paid  directly  from the  shareholder's investment)
Maximum  sales charge (as a percentage  of offering  price)                       4.5%                     0%
Maximum  deferred  sales  charge  (as a  percentage  of  purchase  price)           0%*                    1%
- ----------------------------------
* 1% applicable  only to purchases in excess
of $1 million without a sales charge.
</TABLE>

         The costs of operating the Strategy Fund are deducted from the Strategy
Fund's assets,  which means that Strategy Fund shareholders pay them indirectly.
The  expense  information  shown  below is based on  year-end  net assets of the
Strategy  Fund for  1999 of  approximately  $35  million,  adjusted  for the new
advisory  and   administrative   arrangements  and  savings  in  other  expenses
anticipated  in  connection  with  the  Adviser  becoming  the  Strategy  Fund's
investment adviser and administrator.
<TABLE>
<CAPTION>
<S>                                                                                           <C>                 <C>


                                                                                              Class A             Class C

Annual Fund Operating Expenses (expenses that are deductible from Strategy Fund assets)
Management Fees                                                                                0.85%               0.85%
Service and Distribution (12b-1) Fees                                                          0.25%               1.00%
Other Expenses                                                                                 1.14%               1.14%
Total Fund Operating Expenses (before fee waiver)*                                             2.24%               2.99%
                                                                                               -----               -----

Fee Waiver*                                                                                      0                   0
                                                                                             ---------           -----
Total Fund Operating Expenses (after fee waiver)*                                              2.24%               2.99%
                                                                                               =====               =====
- -----------------------------
*    Pursuant to the New Advisory  Agreement,  the Adviser has agreed to waive a
     portion  of its  management  fee for the  first  two  years  to the  extent
     necessary to maintain  expense  ratios for the Strategy Fund at 1999 levels
     (other than  extraordinary  expenses)  with respect to the amount of assets
     held by the Strategy Fund at the time the New Advisory  Agreement goes into
     effect.  This waiver will not apply to incremental  assets or expense ratio
     increases.
**   Other Expenses are based on amounts  incurred during 1999, with average net
     assets  of  approximately   $35  million  restated  to  reflect   estimated
     reductions  in  transfer  agent,   audit,   legal  and  insurance  expenses
     anticipated to take effect upon the Adviser becoming the investment adviser
     and administrator to the Strategy Fund.

</TABLE>

<PAGE>


Example:  This example is intended to assist  shareholders in comparing the cost
of investing in the Strategy Fund,  over various time periods,  with the cost of
investing in other mutual funds. The example assumes that a shareholder  invests
an initial  $10,000 in the Strategy  Fund and then redeems all shares at the end
of each  holding  period as indicated  below.  The example also assumes that the
shareholder's  investment has a 5% return each year and that the Strategy Fund's
operating expenses remain constant. Although a shareholder's actual costs may be
higher or lower, based on these assumptions, these costs would be:
<TABLE>
<CAPTION>
<S>                                            <C>            <C>             <C>             <C>


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

Class A shares                                  $667           $1,119         $1,596           $2,909

Class C shares   Without redemption             $302                          $1,572          $3,308
                                                                $924

                  With redemption               $402            $924          $1,572          $3,308
</TABLE>

The  information  under the heading  Fees and Expenses on pages 17 and 18 of the
Prospectus is replaced by the following information:

Fees and Expenses

The following  information shows the fees and expenses that a shareholder of the
Capital Value Fund may pay to buy and hold shares of the Fund:
<TABLE>
<CAPTION>
<S>                                                                   <C>        <C>         <C>         <C>

                                                                     Class A     Class B     Class C     Class R
Shareholder Fees (fees paid directly from the shareholder's investment)
Maximum sales charge (as a percentage of offering price)              4.5%          0%         0%          0%
Maximum deferred sales charge (as a percentage of purchase price)       0%**        4%         1%          0%
- ---------------------------
**   1% applicable only to purchases in excess of $1 million without a sales charge.
</TABLE>

         The costs of operating  the Capital  Value Fund are  deducted  from the
Capital Value Fund's  assets,  which means that Capital Value Fund  shareholders
pay them indirectly.  The expense  information  shown below is based on year-end
net assets of the  Capital  Value Fund for 1999 of  approximately  $65  million,
adjusted  for the new advisory and  administrative  arrangements  and savings in
other expenses  anticipated in connection with the Adviser  becoming the Capital
Value Fund's investment adviser and administrator:
<TABLE>
<CAPTION>
<S>                                                                                   <C>          <C>        <C>         <C>

                                                                                      Class A      Class B    Class C     Class R
Annual Fund Operating Expenses (expenses that are deductible from Fund assets)
Management Fees                                                                        1.00%        1.00%      1.00%       1.00%
Service and Distribution (12b-1) Fees                                                  0.25%        1.00%      1.00%       0.00%
Other Expenses                                                                         0.57%        0.57%      0.57%       0.57%
Total Fund Operating Expenses (before fee waiver)*                                     1.82%        2.57%      2.57%       1.57%
                                                                                       -----        -----      -----       -----

Fee Waiver*                                                                           (0.19)%      (0.19%)    (0.19%)     (0.19)%
                                                                                      -------      -------    -------     -------
Total Fund Operating Expenses (after fee waiver)*                                      1.63%        2.38%      2.38%       1.38%
                                                                                       =====        =====      =====       =====
- --------------------------------
*    Pursuant to the New Advisory  Agreement,  the Adviser will agree to waive a
     portion  of its  management  fee for the  first  two  years  to the  extent
     necessary  to maintain  expense  ratios for the Capital  Value Fund at 1999
     levels (other than  extraordinary  expenses)  with respect to the amount of
     assets  held by the  Capital  Value  Fund  at the  time  the  New  Advisory
     Agreement  goes into  effect.  This  waiver  will not apply to  incremental
     assets or expense ratio increases.
**   Other Expenses are based on amounts  incurred  during 1999, with an average
     net assets of  approximately  $65  million,  restated to reflect  estimated
     reductions  in  transfer  agent,   audit,   legal  and  insurance  expenses
     anticipated to take effect upon the Adviser becoming the investment adviser
     and administrator to the Capital Value Fund.


</TABLE>

<PAGE>


Example:  This example is intended to assist  shareholders in comparing the cost
of investing in the Capital Value Fund, over various time periods, with the cost
of investing  in other  mutual  funds.  The example  assumes that a  shareholder
invests an initial $10,000 in the Capital Value Fund and then redeems all shares
at the end of each holding period as indicated  below.  The example also assumes
that the shareholder's investment has a 5% return each year and that the Capital
Value Fund's operating expenses remain constant. Although a shareholder's actual
costs may be higher or lower, based on these assumptions, these costs would be:
<TABLE>
<CAPTION>
<S>                                             <C>              <C>           <C>           <C>



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

Class A shares                                    $608           $941          $1,297         $2,296

Class B shares    Without redemption              $241           $742          $1,270         $2,716

                  With redemption                 $641           $1,042        $1,470         $2,716

Class C shares    Without redemption              $241           $742          $1,270         $2,716

                  With redemption                 $341           $742          $1,270         $2,716

Class R shares                                    $140         $437          $755           $1,657
</TABLE>

Management

         Gabelli  Advisers,  LLC is the  investment  adviser to the  Funds.  The
Adviser is the mutual fund  advisory  subsidiary  of Gabelli  Asset  Management,
Inc., a widely recognized provider of investment advisory and brokerage services
to  open-end  and  closed-end  mutual  funds,  institutional  and high net worth
investors  and  partnerships,  primarily in the United  States.  As of March 31,
2000,  it had total  assets under  management  of  approximately  $12 billion in
mutual funds and $10 billion in other managed accounts. The Class A Common Stock
of Gabelli Asset Management, Inc. is traded on the NYSE under the symbol GBL and
such company and its  subsidiaries,  including the Adviser,  may be deemed to be
indirectly  controlled  by Mario J.  Gabelli.  The address of the Adviser is One
Corporate Center, Rye, New York 10580-1434.

Methods for buying Shares and Methods for Selling by Mail

Buying or selling by mail
         Mail to the  applicable  Fund at P.O. Box 8308,  Boston,  MA 02266-8308
         instead of the address on pages 24 and 28 of the Prospectus.  Overnight
         mail  should  be  sent  to the  applicable  Fund  at 66  Brooks  Drive,
         Braintree, MA 02184, attention:
         Martha Kosonen.

Buying by wire transfer
         Wires  should  be sent to State  Street  Bank and  Trust  Company,  ABA
         #011-000028,  referencing  DDA  #99046187,  the Fund  name and class of
         shares you are purchasing, your account number and your name.

Buying or selling by telephone
         Use 1-800-GABELLI rather than the number on page 27 of the Prospectus.

The  Teletransfer  Privilege  and other  services for buying and selling  shares
described on pages 27 to 29 of the Prospectus are no longer available.



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