GABELLI EQUITY SERIES FUNDS INC
PRE 14A, 1999-09-23
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                      SCHEDULE 14A INFORMATION

              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934
                              (Amendment No. )

Filed by Registrant [ X ]

Filed by a Party other than the Registrant [   ]

Check the appropriate box:
[ X ]  Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[   ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12


                     GABELLI EQUITY SERIES FUNDS, INC.
  ------------------------------------------------------------------------
              (Name of Registrant as Specified In Its Charter)

  ------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
[ X ]  No fee required
[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
       0-11.

(1)    Title of each class of securities to which transaction applies:

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

(2)    Aggregate number of securities to which transaction applies:

                        1,000,000,000
       --------------------------------------------------------------

(3)    Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11(set forth the amount on which
       the filing fee is calculated and state how it was determined):

                             N/A
       --------------------------------------------------------------

(4)    Proposed maximum aggregate value of transaction:

                             N/A
       --------------------------------------------------------------

(5)    Total fee paid:

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

[   ]  Fee paid previously with preliminary materials.

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

[   ]  Check box if any part of the fee is offset as provided by Exchange
       Act Rule 0-11(a)(2) and identify the filing for which the offsetting
       fee was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

(1)    Amount Previously Paid:

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

(2)    Form, Schedule or Registration Statement No.:

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

(3)    Filing Party:

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

(4)    Date Filed:

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



                     THE GABELLI SMALL CAP GROWTH FUND
                       THE GABELLI EQUITY INCOME FUND

                            PORTFOLIO SERIES OF

                     GABELLI EQUITY SERIES FUNDS, INC.

                            One Corporate Center
                          Rye, New York 10580-1434
                                                          September 23, 1999

Dear Fellow Shareholder:

    On May 18, 1999, Gabelli Equity Series Funds, Inc. (the "Fund"),
comprised of The Gabelli Small Cap Growth Fund and The Gabelli Equity
Income Fund, held a Special Meeting of Shareholders to consider, among
other items, a proposal to amend the Fund's Charter to permit the Fund to
offer additional classes of shares (the "Proposal"). Although those who
attended the meeting in person or by proxy voted overwhelmingly in favor of
the Proposal, an insufficient number of shareholders voted at the Meeting
(which was adjourned several times to permit further solicitation of
proxies) to approve the Proposal. As a matter of law, the Fund could no
longer adjourn the original Meeting. We would therefore like to invite you
to a "follow-on" Special Meeting of Shareholders to be held at Gabelli
Funds, LLC, 401 Theodore Fremd Road, Rye, New York 10580 on December 1,
1999 at 10:00 a.m. eastern time to consider the Proposal.

    The enclosed Proxy Statement describes the Proposal in detail. We
believe that the Proposal did not receive sufficient votes primarily
because brokers cannot vote for their clients unless they receive voting
instructions from them and nearly half of all shareholders did not return
their proxy cards. IT IS IMPERATIVE THAT YOU COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN THE SAME AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE TO AVOID CAUSING THE FUND TO INCUR ADDITIONAL PROXY
SOLICITATION COSTS.

    We believe that approval of the Proposal will enhance the potential for
the Fund to attract additional investors in a manner that could provide
additional benefits for all investors in the Fund. We started the Gabelli
Equity Series Funds, Inc. on October 22, 1991. We are a no-load fund. For
existing shareholders, we intend to remain a no-load fund. At the same
time, mutual fund distributors are increasingly employing a variety of
different types and combinations of sales charge arrangements for different
classes of shares that are targeted to the needs of particular types of
investors. Your Board of Directors believes that the Fund should be able to
provide the distribution alternatives and investment flexibility provided
by other similarly situated funds that offer multiple classes of shares.
Again, to repeat, approval of the Proposal will not diminish the ability of
existing and future shareholders to purchase and redeem shares at net asset
value.

    We believe that the Proposal would benefit the shareholders, and we
urge you to give it your careful consideration. I look forward to your
comments.

                                         Very truly yours,

                                         /s/ MARIO J. GABELLI
                                         MARIO J. GABELLI
                                         Chairman and Chief Investment Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN THE SAME
AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.


                    INSTRUCTIONS FOR SIGNING PROXY CARDS

    The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.

       1.   Individual Accounts: Sign your name exactly as it appears in
            the registration on the proxy card.

       2.   Joint Accounts: Either party may sign, but the name of the
            party signing should conform exactly to the name shown in the
            registration.

       3.   All Other Accounts: The capacity of the individuals signing the
            proxy card should be indicated unless it is reflected in the
            form of registration. For example:

<TABLE>
<CAPTION>

                       REGISTRATION                         VALID SIGNATURE
<S>                          <C>                            <C>

CORPORATE ACCOUNTS

            (1)              ABC CORP                       ABC CORP.
            (2)              ABC CORP                       JOHN DOE, TREASURER
            (3)              ABC CORP.                      JOHN DOE
                             C/O JOHN DOE, TREASURER
            (4)              ABC CORP., PROFIT SHARING PLAN JOHN DOE, TRUSTEE

FUND ACCOUNTS
            (1)              ABC FUND                       JANE B. DOE, TRUSTEE
            (2)              JANE B. DOE, TRUSTEE           JANE DOE
                             U/T/D 12/28/78

CUSTODIAL OR ESTATE ACCOUNTS
            (1)              JOHN B. SMITH, CUSTODIAN        JOHN B. SMITH
                             F/B/O JOHN B. SMITH, JR. UGMA
            (2)              JOHN B. SMITH                   JOHN B. SMITH, JR., EXECUTOR

</TABLE>


                         TELEPHONE/INTERNET VOTING

         Shares held through various brokerage firms may offer the
convenience of voting via telephone or the Internet. If available,
instructions are included with this proxy statement and ballot.



                       GABELLI SMALL CAP GROWTH FUND
                         GABELLI EQUITY INCOME FUND

                            PORTFOLIO SERIES OF

                     GABELLI EQUITY SERIES FUNDS, INC.
                              ---------------

                 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                       To be held on December 1, 1999
                              ---------------

    A Special Meeting of Shareholders of GABELLI EQUITY SERIES FUNDS, INC.
(the "Fund"), comprised of The Gabelli Small Cap Growth Fund and Gabelli
Equity Income Fund, will be held at Gabelli Funds, LLC, 401 Theodore Fremd
Road, Rye, New York 10580, on December 1, 1999, at 10:00 a.m. eastern time,
for the following purposes:

       1. To consider and vote upon Articles of Amendment to the Fund's
          Charter to permit each series of the Fund to offer additional
          classes of shares;

       2. To transact such other business as may properly come before the
          meeting or any adjournment thereof.

    The Directors have fixed the close of business on September 15, 1999 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournments thereof.

    YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET
FORTH ON THE INSIDE COVER.

                                           By Order of the Directors

                                           JAMES E. MCKEE
                                           Secretary

September 23, 1999



                       GABELLI SMALL CAP GROWTH FUND
                         GABELLI EQUITY INCOME FUND

                            PORTFOLIO SERIES OF

                     GABELLI EQUITY SERIES FUNDS, INC.
                              ---------------

                      SPECIAL MEETING OF SHAREHOLDERS

                       To be Held on December 1, 1999
                              ---------------

                              PROXY STATEMENT

    This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the board of directors (the "Board of Directors")
of Gabelli Equity Series Funds, Inc. (the "Fund") to be voted at a Special
Meeting of Shareholders of the Fund to be held on December 1, 1999, at
10:00 a.m. eastern time, at Gabelli Funds, LLC, 401 Theodore Fremd Road,
Rye, New York 10580, and at any adjournments thereof (the "Meeting"), for
the purposes set forth in the accompanying Notice of Special Meeting of
Shareholders.

    THE FUND CONSISTS OF TWO SERIES, THE GABELLI SMALL CAP GROWTH FUND AND
THE GABELLI EQUITY INCOME FUND (EACH, TOGETHER WITH ANY SUBSEQUENTLY
CREATED SERIES, A "SERIES").

    In addition to the solicitation of proxies by mail, officers of the
Fund and officers and regular employees of State Street Bank & Trust
Company, the Fund's transfer agent, and affiliates of State Street Bank &
Trust Company and other representatives of the Fund also may solicit
proxies by telephone, telegraph or in person. In addition, the Fund expects
to retain Georgeson and Company Inc. to assist in the solicitation of
proxies for a minimum fee of $4,500 plus reimbursement of expenses. The
costs of solicitation and the expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by the Fund.
The Fund will reimburse brokerage firms and others for their expenses in
forwarding solicitation materials to the beneficial owners of shares. The
Fund's most recent annual report is available upon request, without charge,
by writing the Fund at One Corporate Center, Rye, New York, 10580-1434 or
calling the Fund at 1-800-422-3554.

    If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted FOR the
Proposal listed in the accompanying Notice of Special Meeting of
Shareholders, unless instructions to the contrary are marked thereon, and
in the discretion of the proxy holders as to the transaction of any other
business that may properly come before the Meeting. Any shareholder who has
given a proxy has the right to revoke it at any time prior to its exercise
either by attending the Meeting and voting his or her shares in person or
by submitting a letter of revocation or a later-dated proxy to the Fund at
the above address prior to the date of the Meeting.

    If sufficient votes to approve the Proposal are not received (and
regardless of whether or not a quorum exists at the meeting), the persons
named as proxies may propose one or more adjournments of such Meeting to
permit further solicitation of proxies. A shareholder vote may be taken on
the Proposal prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require
the affirmative vote of a majority of those shares present at the Meeting
in person or by proxy and the persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST the Proposal in
their discretion.

    The close of business on September 15, 1999 has been fixed as the
record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and all adjournments thereof.

    Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the
record date there were 19,234,877.83 shares of common stock of the Fund
outstanding.

    To the knowledge of the management of the Fund, no person owns of
record or beneficially 5% or more of the shares of the Fund except that, as
of September 15, 1999, Charles Schwab & Co. owns approximately (i) 13.0% of
the outstanding shares of the Gabelli Equity Income Fund and (ii) 17% of the
Gabelli Small Cap Growth Fund on behalf of its clients and disclaims
beneficial ownership and Gabelli Asset Management Inc. owns approximately
5% of the Gabelli Equity Income Fund on behalf of its clients and disclaims
beneficial ownership.

    This Proxy Statement is first being mailed to shareholders on or about
________, 1999.


          PROPOSAL: TO CONSIDER AND ACT UPON ARTICLES OF AMENDMENT
                TO THE FUND'S CHARTER TO PERMIT EACH SERIES
                   TO OFFER ADDITIONAL CLASSES OF SHARES

    Shares of each Series may be purchased and redeemed at net asset value
without charge. Approval of the Proposal will not diminish the ability of
shareholders to purchase and redeem shares at net asset value without
charge. Rather, the Proposal is designed to permit the Fund to offer
additional classes of shares to new investors through additional
distribution channels. Mutual fund distributors are increasingly employing
a variety of different types and combinations of sales charge arrangements
targeted to the needs of particular types of investors. Management of the
Fund believes that the Fund should be structured to be in a position to
provide the distribution alternatives and investment flexibility provided
by other similarly situated funds that offer multiple classes of shares.
Management believes that approval of the Proposal will enhance the
potential for the Fund to attract additional investors in a manner that
could provide additional benefits for all investors in the Fund.

    Over the past year, management of the Fund has examined ways for new
shareholders to participate in our management discipline and style. This
includes various distribution alternatives for the Fund. Following this
analysis, and based on a review of mutual fund distribution alternatives
and discussions with experts in mutual fund marketing, management
recommended that the Board of Directors consider obtaining shareholder
authorization to convert each Series of the Fund to a multiple-class
structure authorized to offer separate sub-series ("classes") of shares in
each Series with different distribution and service arrangements. On
February 17, 1999, the Board of Directors unanimously approved amendments
to the Fund's Articles of Incorporation (the "Charter") that will enable
each Series of the Fund to offer additional classes of shares. The Board of
Directors also approved the adoption of a plan on behalf of each Series
pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act") pursuant to which each Series may issue multiple classes
of shares with varying distribution and service arrangements.

    Management of the Fund believes that the Fund and each Series may
benefit by having the flexibility to offer multiple classes of shares
within each Series and targeting niches within the load and no-load product
markets. Moreover, management believes that by having the flexibility to
offer multiple classes of shares, the Fund will be able to offer a wider
variety of exchange options between the Fund and other funds managed by
Gabelli Funds, LLC (the "Adviser") or an affiliate, at net asset value,
thereby increasing shareholders' investment flexibility. To the extent
multiple classes are implemented for a Series and such Series raises
additional assets, use of the multiple class system would likely result in
some reduction in annual expenses per share for that Series.

    If the Proposal is approved, each Series will continue to offer its
existing class of shares as a no-load class with a continuing service fee
and the Fund will be in a position to begin offering (although it may
decide not to do so) one or more of the following new classes of shares
within each Series: Class A Shares subject to a front-end sales charge and
a continuing Rule 12b-1 distribution fee; Class B Shares subject to a
declining contingent deferred sales charge ("CDSC") until held for
seventy-two months, a continuing 12b-1 distribution fee and a continuing
service fee; and Class C Shares subject to a CDSC until held for
twenty-four months, a continuing Rule 12b-1 distribution fee and a service
fee. Class B Shares will convert to Class A Shares on the first business
day of the ninety-seventh calendar month following the calendar month in
which such shares were issued. The existing class of shares of each Series
will be redesignated as Class AAA without change in its rights and
privileges.

    The proposed amendments to the Fund's Charter will, among other things:

        o  Enable the Board of Directors to classify and reclassify
           authorized but unissued shares of each Series of the Fund into
           multiple classes with different sales charge and distribution
           financing alternatives as they deem appropriate and in the best
           interest of the Fund and its shareholders; and



        o  Permit the Board to provide for the automatic conversion of one
           or more classes of each Series into another class of that Series
           upon terms and conditions established by the Board from time to
           time pursuant to the Charter and set forth in the Fund's
           registration statement.

    A copy of the proposed amendments to the Fund's Charter is set forth in
Exhibit A.

REQUIRED VOTE

    Approval of the Proposal requires the affirmative vote of a majority of
the shares of the Fund outstanding as of the record date.

THE INVESTMENT ADVISER AND ADMINISTRATOR

    Gabelli Funds, LLC, a newly-formed New York limited liability company
and successor to Gabelli Funds, Inc., acts as investment adviser and
administrator to the Fund. The business address for the Adviser is One
Corporate Center, Rye, New York 10580-1434.

THE SUB-ADMINISTRATOR

    First Data Investor Services Group, Inc. acts as sub-administrator of
the Fund. The business address for the sub-administrator is 101 Federal
Street, 6th Floor, Boston, MA 02110.

THE PRINCIPAL UNDERWRITER/DISTRIBUTOR

    Gabelli & Company, Inc. acts as the principal underwriter/distributor
for the Fund. The business address for the principal
underwriter/distributor is One Corporate Center, Rye, New York 10580-1434.

BROKER NON-VOTES AND ABSTENTIONS

    The presence at the Meeting, in person or by proxy, of shareholders
entitled to cast a majority of all votes is necessary to constitute a
quorum for the Meeting. Shareholders of record who are present at the
Meeting, in person or by proxy, and those who abstain, including brokers
holding shares of record for customers who cause abstentions to be recorded
at the Meeting, are considered shareholders who are present and entitled to
vote and are counted for purposes of determining if a quorum exists.

    Brokers holding shares of record for customers generally are not
entitled to vote on certain matters, such as the Proposal, unless they
receive voting instructions from their customers. As used herein, "broker
non-votes" means the votes that could have been cast on the Proposal by
brokers if the brokers had received instructions from their customers with
respect to the Proposal. The Fund will apply the principles set forth below
with respect to broker non-votes. Broker non-votes will not be counted for
purposes of determining whether a quorum exists. The existence of a quorum
will be determined based upon the number of shares held by shareholders
present in person plus the number of shares represented by proxies in which
votes have been cast or as to which authority to vote has not been withheld
on the Proposal.

    To be adopted, the Articles of Amendment must receive the affirmative
vote of holders of at least a majority of the Fund's outstanding shares
voting as a single class, regardless of whether the holders are present in
person or by proxy at the Meeting. Shares for which brokers have not
received voting instructions from the beneficial owner may not be voted on
this matter, and abstentions and broker non-votes will have the effect of
votes against the Articles of Amendment.

    Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the period ended March 31,
2000.

                  OTHER MATTERS TO COME BEFORE THE MEETING

    The Directors do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If,
however, any other matters are properly brought before the Meeting, the
persons named in the accompanying form of proxy will vote thereon in
accordance with their judgment.

                           SHAREHOLDER PROPOSALS

    The Fund does not hold regular annual meetings. Any shareholder of the
Fund desiring to present a proposal for inclusion in the Fund's proxy
statement and proxy relating to the Fund's next meeting of shareholders
should submit such proposal to the Fund.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.


                                                                  Exhibit A


                           ARTICLES OF AMENDMENT
                                     OF
                     GABELLI EQUITY SERIES FUNDS, INC.


         Gabelli Equity Series Funds, Inc., a Maryland corporation, having
its principal office at One Corporate Center, Rye, New York 10580 (the
"Corporation"), certifies as follows:

         FIRST: The Articles of Incorporation of the Corporation (the
"Articles of Incorporation") are hereby amended by deleting Article V
thereof and inserting in its place the following:

                                 ARTICLE V

                               CAPITAL STOCK

                  (1) The total number of shares of stock of all classes
which the Corporation shall have authority to issue is One Billion
(1,000,000,000) all of which stock shall have a par value of one-tenth of
one cent ($.001) per share. The aggregate par value of all authorized
shares of stock of the Corporation is One Million Dollars ($1,000,000).

                  (2) (a) The Board of Directors of the Corporation is
authorized to classify or to reclassify (and to designate one or more
classes of capital stock and one or more sub-series of a class or classes
of capital stock) from time to time, any unissued shares of stock of the
Corporation, whether now or hereafter authorized, by setting, changing or
eliminating the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, and qualifications or terms and
conditions of or rights to require redemption of the stock and, pursuant to
such classification or reclassification, to increase or decrease the number
of authorized shares of any class or sub-series thereof, but the number of
shares of any class or sub-series shall not be reduced by the Board of
Directors below the number of shares thereof then outstanding. Without
limiting the generality of the foregoing, the Board of Directors may
designate from time to time any unissued shares of stock of the Corporation
as a class representing interests in the same portfolio of assets or one or
more sub-series of a class which shall represent interests in the same
portfolio of assets attributable to such class. The Board of Directors may
also establish in Articles Supplementary creating a class and/or a
sub-series of a class different conversion, redemption and other rights for
a class or among or with respect to different sub-series of a class
(including sub-series of the classes classified, designated and authorized
herein) and may establish such other powers, preferences, restrictions,
limitations, qualifications and terms and conditions for any class or
sub-series of a class (including sub-series of the classes classified,
designated and authorized herein) as shall not be inconsistent with the
requirements of the 1940 Act or any rule thereunder respecting multiple
classes or sub-series of stock of a corporation registered as an open-end
investment management company under the 1940 Act or any order of the
Securities and Exchange Commission applicable to the Corporation.

                  (b) Without limiting the generality of the foregoing, the
dividends and distributions of investment income and capital gains with
respect to the stock of the Corporation, and with respect to each class or
sub-series that hereafter may be created, shall be in such amount as may be
declared from time to time by the Board of Directors, and such dividends
and distributions may vary from class to class and among sub-series of a
class to such extent and for such purposes as the Board of Directors may
deem appropriate, including, but not limited to, the purpose of complying
with requirements of regulatory or legislative authorities.

                  (c) Without limiting the generality of the foregoing, the
Board of Directors may designate, from time to time, any unissued shares of
stock of the Corporation, whether now or hereafter authorized, as a class
or classes of preferred or special stock that is excluded from the
definition of "senior security" set forth in section 18(g) of the 1940 Act
(or in any successor statute) or as one or more sub-series of any such
class.

                  (3) Until such time as the Board of Directors shall
provide otherwise pursuant to the authority granted in section (2) of this
Article V, 500,000,000 shares of the authorized shares of the Corporation
are designated and classified as The Gabelli Small Cap Growth Fund Stock
("Small Cap Stock") and 500,000,000 shares of the authorized shares of the
Corporation are designated and classified as The Gabelli Equity Income Fund
Stock ("Equity Income Stock"). Until such time as the Board of Directors
may provide otherwise in Articles Supplementary creating a new class or
sub-series of capital stock of the Corporation (including new sub-series of
the Small Cap Stock and the Equity Income Stock) all classes of the
Corporation's capital stock and any sub-series thereof and the respective
holders thereof shall have the same preferences, conversion and other
rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of and rights to require redemption
and shall be subject to the following provisions.

                  (a) As more fully set forth hereinafter, the assets and
liabilities and the income and expenses of each class (and, if sub-series
of a class have been issued, each such sub-series) of the Corporation's
stock shall be determined separately and, accordingly, the net asset value,
the distributions payable to holders, and the amounts distributable in the
event of dissolution of the Corporation to holders, of shares of the
Corporation's stock may vary from class to class and sub-series to
sub-series.

                  (b) All consideration received by the Corporation for the
issue or sale of shares of a class of the Corporation's stock, together
with all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be (collectively referred to as "assets
belonging to" that class), shall irrevocably belong to that class for all
purposes, subject only to the rights of creditors, and shall be so recorded
upon the books of account of the Corporation. For purposes of the preceding
sentence, the assets of any corporation or business trust merged with and
into the Corporation pursuant to a merger in which the Corporation is the
surviving corporation shall be deemed to be assets belonging to that class
of the Corporation's stock the shares of that class or sub-series thereof
are issued by the Corporation pursuant to the merger. Except to the extent
shares of a sub-series of a class are to be charged with certain
liabilities and expenses in a manner different from other sub-series of
that class, each share of a class shall have equal rights with each other
share of that class with respect to the assets of the Corporation belonging
to that class.

                  (c) For purposes of determining the net asset value per
share of stock of a class or sub-series, the assets belonging to each class
of the Corporation's stock shall be charged with the liabilities of the
Corporation with respect to that class (and in the case of a sub-series of
that class, liabilities allocable to such sub-series) and with that class'
share of the liabilities of the Corporation not attributable to any
particular class, in the latter case in the proportion that the net asset
value of that class (determined without regard to such liabilities) bears
to the net asset value of all classes of the Corporation's stock
(determined without regard to such liabilities) as determined by or in
accordance with procedures adopted by the Board of Directors from time to
time. In cases where a class of capital stock has more than one sub-series,
for purposes of determining the net asset value per share of each
sub-series, each sub-series of the class shall be further charged with
liabilities that are allocable to such sub-series (including, without
limitation, liabilities relating to distribution charges or service charges
payable pursuant to a plan of distribution or multi-class plan adopted by
or applicable to such sub-series in accordance with the 1940 Act or any
rule or order of the Securities and Exchange Commission thereunder) as
determined by and in accordance with procedures adopted by the Board of
Directors from time to time. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, and assets to a particular class or classes or
sub-series of any such class. The liabilities of any corporation or
business trust merged with and into the Corporation pursuant to a merger in
which the Corporation is the surviving corporation shall be charged to that
class (and, if applicable, sub-series) of the Corporation's stock the
shares of which are issued by the Corporation pursuant to the merger.

                  (d) Each holder of stock of the Corporation, upon request
to the Corporation (accompanied by surrender of the appropriate stock
certificate or certificates in proper form for transfer, if any
certificates have been issued to represent such shares) shall be entitled
to require the Corporation to redeem, to the extent that the Corporation
may lawfully effect such redemption under the laws of the State of Maryland
and the federal securities laws but subject to any right of the Corporation
to postpone or suspend such right of redemption pursuant to the federal
securities laws, all or any part of the shares of stock standing in the
name of such holder on the books of the Corporation at a price per share
equal to the net asset value per share.

                  (e) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made by the
Corporation within seven business days of such surrender out of the funds
legally available therefor, provided that the Corporation may suspend the
right of the holders of stock of the Corporation to redeem shares of stock
and may postpone the right of such holders to receive payment for any
shares when permitted or required to do so by applicable statutes or
regulations. Payment of the aggregate price of shares surrendered for
redemption may be made in cash or, at the option of the Corporation, wholly
or partly in such portfolio securities or other assets of the Corporation
as the Corporation shall select.

                  (f) The right of any holder of stock of the Corporation
redeemed by the Corporation as provided in subsection (d) of this section
(3) to receive dividends thereon and all other rights of such holder with
respect to such shares shall terminate at the time as of which the purchase
or redemption price of such shares is determined, except the right of such
holder to receive (i) the redemption price of such shares from the
Corporation or its designated agent and (ii) any dividend or distribution
to which such holder had previously become entitled as the record holder of
such shares on the record date for such dividend or distribution.

                  (g) The Corporation shall have the power to redeem shares
of any class or sub-series at a redemption price determined in accordance
with subsection (d) of this section (3) if at any time the total investment
in such account does not have a net asset value of at least $2,500. In the
event the Corporation determines to exercise its power to redeem shares
provided in this subsection (g), the holder shall be notified that the
value of his account is less than the applicable minimum amount and shall
be allowed 30 days to make an appropriate investment before such mandatory
redemption is processed.

                  (h) The Corporation shall be entitled to purchase shares
of its stock, to the extent that the Corporation may lawfully effect such
purchase under the laws of the State of Maryland, upon such terms and
conditions and for such consideration as the Board of Directors shall deem
advisable, at a price not exceeding the net asset value per share.

                  (i) The net asset value of each share of each class or
sub-series of such class of the Corporation's stock issued and sold or
redeemed or purchased at net asset value shall be the current net asset
value per share of the shares of that class or sub-series as determined by
or in accordance with procedures adopted by the Board of Directors from
time to time which comply with the 1940 Act with such current net asset
value to be based on the assets belonging to each such class less the
liabilities charged to each such class and, in the case of any such
sub-series, the liabilities charged to such sub-series.

                  (j) In the absence of any specification as to the purpose
for which shares of stock of the Corporation are redeemed or purchased by
it, all shares so redeemed or purchased shall be deemed to be retired in
the sense contemplated by the laws of the State of Maryland and the number
of the authorized shares of stock of the Corporation shall not be reduced
by the number of any shares redeemed or purchased by it. Until their
classification is changed in accordance with section (2) of this Article V,
all shares so redeemed or purchased shall continue to belong to the same
class and sub-series to which they belonged at the time of their redemption
or purchase.

                  (k) Shares of each class and sub-series of stock shall be
entitled to such dividends or distributions, in stock or in cash or both,
as may be declared from time to time by the Board of Directors, acting in
its sole discretion, with respect to such class or sub-series, as the case
may be; provided, that dividends or distributions shall be paid on shares
of a class or a sub-series of such class of stock only out of lawfully
available assets belonging to that class. The dividends and distributions
per share of a class or sub-series thereof may vary with respect to the
shares of each other class or sub-series.

                  (l) In the event of the liquidation or dissolution of the
Corporation, the stockholders of a class or a sub-series of such class of
the Corporation's stock shall be entitled to receive, as a class, out of
the assets of the Corporation available for distribution to stockholders,
the assets belonging to that class after allocation and payment or setting
aside of assets sufficient to pay all liabilities allocable to that class
and the various sub-series thereof. In the event that there are any assets
available for distribution that are not attributable to any particular
class of stock, such assets shall be allocated to all classes in proportion
to the net assets of the respective classes. The assets so distributable to
the stockholders of a class or a sub-series of such class shall be
distributed among such stockholders in proportion to the net asset value of
the number of shares of that class held by them and recorded on the books
of the Corporation.

                  (m) On each matter submitted to a vote of the
stockholders for approval, each holder of a share of stock shall be
entitled to one vote for each such share standing in his name on the books
of the Corporation irrespective of the class or sub-series thereof, and all
shares of all classes or sub-series shall vote as a single class ("Single
Class Voting"); provided, however, that (a) as to any matter with respect
to which a separate vote of any class or sub-series is required by the 1940
Act (including the rules and regulations thereunder) or by the Maryland
General Corporation Law, such requirement as to a separate vote by that
class or sub-series shall apply in lieu of Single Class Voting as described
above; (b) in the event that the separate vote requirements referred to in
(a) above apply with respect to one or more classes or sub-series, then,
subject to (c) below, the shares of all other classes or sub-series shall
vote as a single class or sub-series; and (c) as to any matter which does
not affect the interest of all classes or sub-series, only the holders of
shares of the one or more affected classes or sub-series shall be entitled
to vote.

                  (n) The Corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares, and shares
in fractional denominations shall be shares of stock having proportionately
to the respective fractions represented thereby all the rights of whole
shares, including without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate upon
liquidation of the Corporation, but excluding the right to receive a stock
certificate representing fractional shares.

                  (4) All persons who shall acquire stock or other
securities of the Corporation shall acquire the same subject to the
provisions of these Articles of Incorporation, as from time to time
amended.

         SECOND: The total number of shares of stock of all classes which
the Corporation had authority to issue immediately before the amendment set
forth in Article FIRST hereof was 1,000,000,000 shares of capital stock
with a par value of $.001 per share and an aggregate par value of
$1,000,000. Such shares of capital stock were designated as follows:
500,000,000 of the authorized shares of stock were designated as Small Cap
Stock and 500,000,000 of the authorized shares were designated as Equity
Income Stock.

         THIRD: The total number of shares of stock of all classes the
Corporation has authority to issue, as amended, is 1,000,000,000 shares of
stock, with a par value of $.001 per share and an aggregate par value of
$1,000,000. Until such time as the Board of Directors shall provide
otherwise pursuant to the authority granted in Section (1) of the amended
Article V of the Articles of Incorporation as set forth in Article FIRST
hereof, 500,000,000 of the authorized shares of stock shall constitute a
separate class designated as Small Cap Stock and 500,000,000 of the
authorized shares shall constitute a separate class designated as Equity
Income Stock.

         FOURTH: A description, as amended, of each class of the
Corporation's stock with the preferences, conversion and other rights,
voting powers, limitations as to dividends, qualifications, terms and
conditions of redemption and other characteristics is set forth in Article
FIRST hereof.

         FIFTH: (a) All of the Corporation's currently issued and
outstanding shares of Small Cap Stock are hereby reclassified and
designated as shares of "The Gabelli Small Cap Growth Fund Class AAA Stock"
(the "Small Cap Class AAA Stock") and shall be deemed to be a sub-series of
the shares of the Corporation's class designated as Small Cap Stock,
established and designated pursuant to the amendment made to Article V of
the Articles of Incorporation as set forth in Article FIRST hereof. All of
the Corporation's currently issued and outstanding shares of Entertainment
Stock are hereby reclassified as shares of "The Gabelli Equity Income Fund
Class AAA Stock" (the "Equity Income Class AAA Stock") and shall be deemed
to be a sub-series of the shares of the Corporation's class designated as
Equity Income Stock, established and designated pursuant to the amendment
made to Article V of the Articles of Incorporation as set forth in Article
FIRST hereof.

                  (b) All of the shares of each of the sub-series of the
Corporation's stock established pursuant to sub-paragraph (a) of this
Article FIFTH shall, subject to the terms and conditions of the Articles of
Incorporation as amended pursuant to the amendment made to ARTICLE V of the
Articles of Incorporation as set forth in Article FIRST hereof, represent
proportionate interests in the portfolio of investments attributable to
their respective class.

         SIXTH: This amendment was approved by a majority of the
Corporation's Board of Directors and by the affirmative vote of holders of
a majority of the outstanding shares of the Corporation's capital stock
currently outstanding at a special meeting of the Corporation's
stockholders duly convened on May 18, 1999, all in accordance with the
Maryland General Corporation Law and the Charter and By-Laws of the
Corporation.



|X| PLEASE MARK VOTES AS IN THIS EXAMPLE

                                1)  To consider and act upon Articles
          GABELLI EQUITY            of Amendment to the Fund's Charter
          SERIES FUNDS, INC.        to permit each Series to offer additional
                                    classes of shares.


                                      For      Withhold    For all
                                      All      Authority   Except
                                      |_|      |_|         |_|


                                 2)  To transact such other business as
                                     may properly come before the Meeting
                                     or any adjournment thereof.


Please be sure to sign and date this   Date
Proxy.                                 -------------------


Shareholder sign here                  Co-owner sign here
- -------------------------              -------------------

                                                  Mark box at right if |_|
                                                  comments or address changes
                                                  have been noted on the
                                                  reverse side of this card.

DETACH CARD



                     GABELLI EQUITY SERIES FUNDS, INC.


Dear Shareholder:

Please take note of the important information enclosed with this Proxy
Ballot. The enclosed proxy materials discuss the proposal in detail.

Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.

Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.

Your vote must be received prior to the Special Meeting of Shareholders,
December 1, 1999.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Gabelli Equity Series Funds, Inc.





                     GABELLI EQUITY SERIES FUNDS, INC.
             THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS


The undersigned hereby appoints Mario J. Gabelli, Bruce N. Alpert, and
James E. McKee, and each of them, attorneys and proxies of the undersigned,
with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Gabelli
Equity Series Funds, Inc. (the "Fund") which the undersigned is entitled to
vote at a Special Meeting of Shareholders of the Fund to be held at Gabelli
Funds, LLC, 401 Theodore Fremd Road, Rye, New York 10580 on December 1,
1999 at 10:00 a.m. eastern time, and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated herein. In their discretion, the
proxies are authorized to vote upon such other business as may properly
come before the Meeting.

A majority of the proxies present, and acting at the Meeting in person or
by substitute (or, if only one shall be so present, then that one) shall
have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder. If no direction is made as to the Proposal,
this proxy will be voted FOR the Proposal. Please refer to the Proxy
Statement for a discussion of the Proposal.



    PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE

Please sign this proxy exactly as your name(s) appear(s) on the books of
the Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, the
signature should be that of an authorized officer who should state his or
here title.


HAS YOUR ADDRESS CHANGED?                        DO YOU HAVE ANY COMMENTS?

_____________________________                    ____________________________

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