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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
THE GABELLI INVESTOR FUNDS, INC.
2. Name of each series or class of funds for which this notice is filed:
The Gabelli ABC Fund
3. Investment Company Act File Number: 811-7326
Securities Act File Number: 33-54016
4. Last day of the fiscal year for which this notice is filed:
DECEMBER 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purpose of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 1,737,678
Price $17,234,911
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Shares 1,737,678
Price $17,234,911
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 17,234,911
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): $ 1,558,644
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): $ 12,233,968
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): $0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] if
applicable): $ 6,559,587
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): .00030303
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 1,987.75
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
02/26/97
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ THERESA DONOVAN
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Theresa Donovan, Assistant Secretary
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Date February 24, 1997
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* Please print the name and title of the signing officer below the signature.
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February 27, 1997
Gabelli Investors Funds, Inc.
One Corporate Center
Rye, New York 10580
Ladies and Gentlemen:
We have acted as special Maryland counsel to Gabelli Investors
Funds, Inc., a Maryland corporation (the "Company"), in connection with the
filing by the Company of a Rule 24f-2 Notice, as such term is defined in the
Investment Company Act of 1940, as amended, dated of even date with this
letter. We have prepared this opinion letter as attorneys admitted to practice
law in the State of Maryland, and we express no opinion regarding the laws of
any jurisdiction other than the State of Maryland.
In our capacity as special Maryland counsel to the Company and for the
purpose of rendering the opinions expressed herein, we have examined originals
or copies of the following documents:
1. The Articles of Incorporation of the Company filed with the
Maryland State Department of Assessments and Taxation ("SDAT") on October 30,
1992, and the Articles of Amendment of the Company filed with SDAT on March 12,
1993;
2. A Certificate of the Assistant Corporate Secretary of the
Company dated as of February 27, 1997 and the exhibits thereto, which exhibits
include, among other things, the By-Laws of the Company and copies of certain
resolutions adopted by the Board of Directors of the Company; and
3. A Certificate of the Assistant Treasurer of the Company dated as
of February 27, 1997 certifying, among other things, that the Company issued
certain shares of its capital stock during the period beginning January 1, 1996
and ended December 31, 1996 against payment therefor in accordance with the
Charter and By-Laws of the Company and certain resolutions of the Board of
Directors of the Company authorizing their issuance.
In rendering the opinions expressed in this letter, we have assumed
that all of the documents submitted to us as originals are
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Gabelli Investor Funds, Inc.
February 27, 1997
Page 2
authentic, all of the documents submitted as certified or photostatic copies
conform to the original documents, all of the signatures on all of the
documents submitted to us for examination are genuine, all natural persons who
executed any of the documents or certificates that we have reviewed or relied
upon had legal capacity at the time of such execution, and all public records
reviewed by us are accurate and complete. Moreover, in rendering the opinions
expressed within this letter, we relied as to certain factual matters upon the
Certificate of the Assistant Corporate Secretary of the Company and the
Certificate of the Assistant Treasurer of the Company and made no independent
investigation or inquiry regarding the matters set forth therein.
Based upon the foregoing, and subject to the foregoing assumptions, it is
our opinion that the (1,737,678) shares of the capital stock of the Company,
designated as "The Gabelli ABC Fund Stock," par value $.001 per share, which are
being reported as having been issued by the Company during the period January 1,
1996 through December 31, 1996 and which are being registered by the Company
under Rule 24f-2 pursuant to the accompanying Rule 24f-2 Notice, were legally
issued, and are fully paid and non-assessable.
The opinions expressed in the letter are based on the laws of the State of
Maryland in effect on the date hereof. The opinions expressed herein are limited
to the matters set forth in this letter, and no other opinion should be inferred
beyond the matters expressly stated. This letter and the opinions expressed
herein are being furnished by us to you solely for your benefit and may not be
relied upon or otherwise referred to by any other person or for any other
purpose without our prior written consent. Notwithstanding the foregoing, we
hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Company's Rule 24f-2 Notice
pursuant to the Investment Company Act of 1940.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
By /s/ JOHN B. FRISCH
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John B. Frisch
Principal
