EXHIBIT INDEX
Exhibit A: Attachment to item 77B:
Accountants report on internal control
Exhibit B: Attachment to item 77E:
Legal Proceedings
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Exhibit A:
Report of Independent Auditors
To the Shareholders and
Board of Directors of
The Gabelli Equity Series Funds, Inc.
In planning and performing our audit of the financial statements of The
Gabelli Equity Series Funds, Inc. (comprised of The Gabelli Small Cap Growth
Fund and The Gabelli Equity Income Fund) for the year ended September 30,
2000, we considered its internal control, including control activities for
safeguarding securities, to determine our auditing procedures for the purpose
of expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance on internal control.
The management of The Gabelli Equity Series Funds, Inc. is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of control. Generally, internal
controls that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting principles. Those
internal controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in internal control, misstatements due to
errors or fraud may occur and not be detected. Also, projections of any
evaluation of internal control to future periods are subject to the risk that
internal control may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or
more of the specific internal control components does not reduce to a
relatively low level the risk that errors or fraud in amounts that would be
material in relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control, including control activities for safeguarding securities,
and its operation that we consider to be material weaknesses as defined above
at September 30, 2000.
This report is intended solely for the information and use of the Board of
Directors and management of The Gabelli Equity Series Funds, Inc., and the
Securities and Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.
ERNST & YOUNG LLP
November 3, 2000
Exhibit B:
The Gabelli Small Cap Growth Fund
Sub-Item 77E: Legal Proceedings
The Registrant has been named a party in the following legal
proceeding which was instituted during the semi-annual period
ended October 31, 2000.
These actions allege that the defendants violated Section
16(b) of the Securities Exchange Act, 15 U.S.C. 78p(b), by
realizing a profit from the purchases and sales of the securities
of Envirosource Inc. ("Envirosource") within a six month period
("short-swing profits"). The complaint alleges that
Envirosource was named as a defendant solely to bring all the
necessary parties before the court. Plaintiff demands that
defendants account for, and pay to Envirosource, the purported
short-swing profits made, plus interest and the costs incurred in
defending the lawsuit, and award Plaintiff his own costs and
disbursements, including attorneys' fees.
On May 10, 2000, in lieu of filing an answer to the
complaint, GAMCO Investors, Inc., The Gabelli Small Cap Growth
Fund and Gabelli Capital Asset Fund (collectively, the "Gabelli
Defendants") filed a motion to dismiss the complaint for failure
to state a claim. Currently, the court has not decided the
Gabelli Defendants' motion to dismiss. Additionally, no party
has conducted any discovery.
U.S. District Court for the Southern District of New York
Plaintiff: Richard Morales
Defendants: GAMCO Investors, Inc.
The Gabelli Small Cap Growth Fund
Gabelli Capital Asset Fund
Envirosource Inc.
John Does Nos. 1 through 20
Date Instituted: February 24, 2000
