SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
(X) Preliminary proxy statement
( ) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE GABELLI GLOBAL SERIES FUNDS, INC.
(Name of Registrant as Specified in Its Charter)
THE GABELLI GLOBAL SERIES FUNDS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(X) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transactions applies:
1,000,000,000
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
( ) 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 GLOBAL TELECOMMUNICATIONS FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_________________________
To Be Held on May 17, 1995
A Special Meeting of Shareholders of THE GABELLI GLOBAL
TELECOMMUNICATIONS FUND (the "Fund"), a series of the Gabelli
Global Series Funds, Inc., will be held at the Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut on May
17, 1995 at 11:00 a.m. (New York Time) for the following
purposes:
1. to ratify the selection of Grant Thornton as
independent certified public accountants of the Fund
for its fiscal year ending December 31, 1995 (PROPOSAL
1);
2. to consider and vote upon a Rule 12b-1 Distribution
Plan (PROPOSAL 2);
3. to transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business
on March 28, 1995 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting.
By order of the Board of Directors
J. Hamilton Crawford, Jr., Secretary
Rye, New York
April 1, 1995
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING IN PERSON OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
APPROPRIATE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING
ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
_________________________
PROXY STATEMENT
_______________________
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 1995
INTRODUCTION
This proxy statement is furnished in connection with
the solicitation by the Board of Directors ("Board of Directors")
of the Gabelli Global Series Funds, Inc., (the "Company") with
respect to The Gabelli Global Telecommunications Fund (the
"Fund"), a series of the Company, of proxies to be voted at the
Special Meeting of Shareholders (the "Meeting") of the Fund to be
held at the Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut on May 17, 1995 at 11:00 a.m. (New York
Time), and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Special Meeting of
Shareholders. Any such adjournment will require the affirmative
vote of a majority of the shares present in person or by proxy to
be voted at the Meeting. The persons named as proxies will vote
in favor of any such adjournment those proxies which instruct
them to vote in favor of any of the proposals. Conversely, they
will vote against any such adjournment any proxies which instruct
them to vote against all of the proposals.
Proposal 1 must be approved by a simple majority of the
shares voting. Proposal 2 must be approved by the lesser of (i) a
majority of the outstanding shares of the Fund or (ii) 67% of the
shares of the Fund voting at the Meeting if a majority of shares
are present in person or by proxy (a "Majority Vote"). A
majority of shares must be present in person or by proxy to have
a quorum to conduct business.
All properly executed proxies received prior to the
Meeting will be voted at the Meeting in accordance with the
instructions marked thereon or otherwise as provided therein.
Abstentions will be counted as present but not voting with
respect to those Proposals from which a shareholder abstains.
Broker non-votes will be counted in favor of the Proposals.
Unless instructions to the contrary are marked, shares
represented by the Proxies will be voted "FOR" the Proposals.
Any proxy may be revoked at any time prior to the exercise
thereof by submitting another proxy bearing a later date or by
giving written notice to the Secretary of the Fund at the
applicable address indicated above or by voting in person at the
Meeting.
The Board of Directors knows of no business other than
that specifically mentioned in the Notice of Meeting which will
be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the
persons named in the enclosed proxy to vote thereon in accordance
with their best judgment.
The Board of Directors has fixed the close of business
on March 28, 1995, as the record date (the "Record Date") for the
determination of shareholders of the Fund entitled to notice of
and to vote at the Meeting or any adjournment thereof.
Shareholders of the Fund on that date will be entitled to one
vote on each matter to be voted on for each share held.
At the close of business on the Record Date, the Fund
had outstanding [ ] shares of Common Stock, par value
$.001 per share.
The principal executive office of the Fund is located
at One Corporate Center, Rye, New York 10580-1434. The enclosed
proxy or proxies and this proxy statement are first being sent to
the Fund's shareholders on or about April 1, 1995.
PRINCIPAL HOLDERS
As of the Record Date, to the Fund's knowledge, no
person owns of record or beneficially 5% or more of the Fund's
outstanding shares, except that Charles Schwab & Co. Inc.
("Charles Schwab") owns approximately [7.2%] of the outstanding
shares of the Fund on behalf of its clients and disclaims
beneficial ownership.
PROPOSAL NO. 1: TO RATIFY THE SELECTION OF
GRANT THORNTON AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE FUND FOR ITS
FISCAL YEAR ENDING DECEMBER 31, 1995
The Board of Directors, including a majority of the
Directors who are not "interested persons" of the Fund, at a
meeting called for that purpose, has selected the firm of Grant
Thornton, 7 Hanover Square, New York, New York, 10004-2616 to
serve as independent accountants for the Fund's fiscal year
ending December 31, 1995. The Fund knows of no direct or
indirect financial interest of such firm in the Fund. Grant
Thornton has advised the Fund that it is independent with respect
to the Fund in accordance with the applicable requirements of the
American Institute of Certified Public Accountants and the
Securities and Exchange Commission.
Representatives of Grant Thornton will attend the
Meeting to answer appropriate questions only if such questions
are submitted to the management of the Fund prior to the Meeting.
REQUIRED VOTE
Ratification of the selection of Grant Thornton as
independent accountants requires the affirmative vote of a simple
majority of the shares of the Fund represented at the Meeting if
a quorum is present.
THE BOARD RECOMMENDS THAT SHAREHOLDERS CAST THEIR VOTE
FOR THE RATIFICATION OF THE SELECTION OF GRANT THORNTON AS
INDEPENDENT ACCOUNTANTS.
PROPOSAL NO. 2: TO CONSIDER
A RULE 12B-1 DISTRIBUTION PLAN
On February 22, 1995, the Board of Directors approved
as in the best interest of the Fund and its shareholders a Rule
12b-1 Plan of Distribution (the "Proposed 12b-1 Plan") pursuant
to which the Fund may reimburse the current distributor, Gabelli
& Company, Inc. (the "Distributor"), for costs and expenses of
the distribution and marketing of the Fund's shares. The Board
of Directors recommends that the shareholders approve the
Proposed 12b-1 Plan. The Proposed 12b-1 Plan is attached hereto
as Exhibit A and the statements made herein with respect to such
plan are qualified by reference to such Exhibit.
The Proposed 12b-1 Plan would continue the Plan of
Distribution that terminated in 1994 due to an inadvertent
failure by the Fund to have the Board of Directors vote to renew
such Plan of Distribution on an annual basis as required by the
original Plan of Distribution. Pursuant to Rule 12b-1,
shareholders must approve the Proposed 12b-1 Plan in order for
the Fund to have an ongoing plan of distribution.
The Proposed 12b-1 Plan is identical to the plan that
lapsed except that it will be effective as of October 1, 1994 and
will expressly cover expenses incurred prior to the effective
date. The Board of Directors of the Company has approved,
subject to approval of the Proposed 12b-1 Plan by the
shareholders, reimbursement of such expenses at the rate of .25%
of the Fund's average daily net assets through December 31, 1994.
If the Proposed 12b-1 Plan is approved and the Board of Directors
continues to approve such reimbursement, the Fund will reimburse
or pay the Distributor $_____ for the period October 1, 1994
through March 31, 1995 and incremental amounts thereafter which
will depend on the level of Fund assets and further Board
approvals. The Fund's distributor has incurred covered expenses
that have not been reimbursed of $526,704 prior to October 1,
1994 and $_____ from October 1, 1994 through March 31, 1995. For
the portion of the fiscal year ended December 31, 1994 during
which the prior Plan was in effect, the Distributor received
$219,028 pursuant to such Plan.
The Board of Directors, in connection with their
approval of the Proposed 12b-1 Plan to shareholders, determined
that the Proposed 12b-1 Plan was reasonably likely to benefit the
Fund and its shareholders. The Board of Directors identified and
considered a number of potential benefits from adoption of the
Proposed Rule 12b-1 Plan including that such Plan is likely to
assist the Fund in incresing assets under management and that the
absence of such Plan would likely adversely affect the asset
levels of the Fund. Increased assets could benefit the fund and
its shareholders by reducing the per share operating expenses of
the Fund as the Fund's fixed expenses would be spread over a
larger asset base. The Fund could also benefit from the stable
or increased net assets as the Advisor would have a greater
capacity to meet unexpected redemption requests that may require
the Advisor to prematurely sell securities. The Board of Directors
also believes that the Distributor would have little or no
incentive to incur promotional expenses in connection with the
Fund if a Rule 12b-1 Plan were not in place to reimburse such
Distributor.
The Proposed 12b-1 Plan authorizes payments by the Fund
in connection with the distribution of its shares at an annual
rate, as determined from time to time by the Board of Directors,
of up to .25% of the Fund's average daily net assets. Payments
will be accrued daily and paid monthly or at such other intervals
as the Board may determine and may be paid in advance of actual
billing, based on estimates of actual expenditures incurred
during the period. Payments may be made in subsequent years for
expenses incurred in prior years if such payment is separately
authorized by the Board. The Board, however, has no legal
obligation to authorize such payments in the future and thus may
not authorize them.
Payments may be made by the Fund under the Proposed
12b-1 Plan for the purpose of financing any activity primarily
intended to result in the sale of the shares of the Fund as
determined by the Board of Directors. Such activities typically
include advertising, compensation for sales 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 plan of
distribution, the Fund may also make payments to finance such
activity outside of the Proposed 12b-1 Plan and not be subject to
its limitations.
The Proposed 12b-1 Plan of the Fund must be implemented
by written agreements between the Fund and/or the Distributor and
each person (including the Distributor) to which payments may be
made. Administration of the Proposed 12b-1 Plan is regulated by
Rule 12b-1 under the 1940 Act, which includes requirements that
the Board of Directors receive and review at least quarterly
reports concerning the nature and qualification of expenses for
which payments are made and that the Board of Directors approve
all agreements implementing the Proposed 12b-1 Plan and other
requirements of Rule 12b-1. Approval by a majority of the Board
of Directors who are not interested persons of the Fund is
required for such payments. The Proposed 12b-1 Plan or any
separate agreement thereunder may be terminated by either a
majority of the Board or a majority of disinterested Directors.
The Board of Directors has approved implementation of
the Proposed 12b-1 Plan which provides for separate payments
pursuant to a plan of distribution by having the Fund enter into
a Distribution Agreement with the Distributor authorizing
reimbursement of expenses (including overhead) incurred by the
Distributor and its affiliates up to the .25% annual rate
authorized by the Proposed 12b-1 Plan. Distribution activities
include, without limitation, advertising the Fund; compensating
underwriters, dealers, brokers, banks and other selling entities
and sales and marketing personnel of any of them for sales of
shares of the Fund, 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 of any of them for providing
services to shareholders of the Fund relating to their investment
in the Fund, 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; ordinary or capital expenses, such as equipment, rent,
fixtures, salaries, bonuses, reporting and recordkeeping and
third party consultancy or similar direct and indirect expenses
relating to any activity for which payment is authorized by the
Board of Directors; and the financing of any activity for which
payment is authorized by the Board of Directors. To the extent
any of these payments is based on allocations by the Distributor,
the Fund may be considered to be participating in joint
distribution activities with other funds distributed by the
Distributor. Various federal and state laws prohibit national
banks and some state-chartered commercial banks from underwriting
or dealing in the Fund's shares. In the unlikely event that a
court were to find that these laws prevent such banks from
providing the services described above, the Fund would seek
alternative providers and expects that shareholders would not
experience any disadvantage.
REQUIRED VOTE
Approval of the Fund's Proposed 12b-1 Plan requires
approval by a Majority Vote.
THE BOARD RECOMMENDS THAT SHAREHOLDERS CAST THEIR VOTE FOR
APPROVAL OF THE PLAN.
DEADLINE FOR 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.
REPORTS TO SHAREHOLDERS
The Fund sends unaudited quarterly and audited annual
reports to their respective shareholders, including a list of
investments held.
The Fund will furnish, without charge, a copy of the
Annual Report and the Semi-Annual Report, upon request to the
Fund at One Corporate Center, Rye, New York 10580-1434, telephone
(800) GABELLI (1-800-422-3554).
OTHER MATTERS
The management knows of no other matters which are to
be brought before the Meeting. However, if any other matters not
now known or determined properly come before the Meeting, it is
the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their judgment on such
matters.
All proxies received will be voted in favor of all the
Proposals, unless otherwise directed therein.
April 1, 1995
EXHIBIT A
FORM OF
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
OF
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
May 24, 1995
[The Gabelli Global Telecommunications Fund] (the "Fund"),
intends to engage in business as a separate series of Gabelli
Global Series Funds, Inc. (the "Company"), an open-end management
investment company registered as such under the Investment
Company Act of 1940 (the "Act"). The Company intends to employ
Gabelli & Company, Inc. and/or others as the principal
underwriter and distributor (the "Distributor") of the shares of
the Fund pursuant to a written distribution agreement and desires
to adopt a plan of distribution pursuant to Rule 12b-1 under the
Act to assist in the distribution of shares of the Fund.
The Board of Directors (the "Board") of the Company having
determined that a plan of distribution containing the terms set
forth herein is reasonably likely to benefit the Fund and its
shareholders, the Company hereby adopts a plan of distribution
(the "Plan") pursuant to Rule 12b-1 under the Act on the
following terms and conditions:
1. The Company is hereby authorized to pay as distribution
payments (the "Payments") in connection with the distribution of
shares of the Fund an aggregate amount at a rate determined from
time to time by the Board not in excess of 0.25% per year of the
average daily net assets of the Fund. 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. If
qualifying expenses are submitted in excess of the amount
specified above, the Board of Directors shall determine the
manner in which Payments shall be prorated or allocated.
2. Payments may be made by the Company under this Plan for
the purpose of financing or assisting in the financing of any
activity which is primarily intended to result in the sale of
shares of the Fund. 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 shares of the Fund: advertising the
Fund or the Fund's investment advisor's mutual fund activities;
compensating underwriters, dealers, brokers, banks and other
selling entities and sales and marketing personnel of any of them
for sales of shares of the Fund, 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 advisor and its personnel) for providing services to
shareholders of the Fund relating to their investment in the
Fund, 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.
3. If the Board so authorizes by Board Approval and
Disinterested Director Approval, the Company may make Payments
under and within the limitations of this Plan in a subsequent
period with respect to activities which occurred in a prior
period, including prior to effectiveness of this Plan and for
which Payments were not previously made pursuant to this Plan or
any predecessor plan of distribution.
4. The Company is hereby authorized and directed to enter
into appropriate written agreements with the Distributor and each
other person to whom the Company 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.
5. Each agreement required to be in writing by Section 4
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 Directors ("Disinterested
Trustee Approval") who are not interested persons of the Company
and have no direct or indirect financial interest in the
operation of the Plan or any such agreement, by vote cast in
person at a meeting called for the purposes of voting on such
agreement.
6. 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.
7. To the extent any activity is covered by Section 2 and
is also an activity which the Company may pay for on behalf of
the Fund 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 Company 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.
8. This Plan shall not take effect until it has been
approved by a vote of at least a majority of the outstanding
voting securities of the Fund, in which case this Plan shall be
effective as of October 1, 1994. This Plan may not be amended in
any material respect without Board Approval and Disinterested
Director 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
outstanding voting securities of the Fund. This Plan may
continue in effect for longer than one year after its approval by
the shareholders of the Fund only as long as such continuance is
specifically approved at least annually by Board Approval and by
Disinterested Director Approval.
9. This Plan may be terminated at any time by vote of the
directors are not interested persons of the Company and have no
direct or indirect financial interest in the operation of the
Plan or any agreement hereunder, 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 outstanding securities of the
Fund.
10. For purposes of this Plan the terms "interested person"
or "related agreement" shall have the meanings ascribed to them
in the Act and rules adopted by the Securities and Exchange
Commission thereunder and the term "vote of a majority of the
outstanding voting securities" of the Fund shall mean the vote,
at the annual or a special meeting of the security holders of the
Fund duly called, (a) of 67% or more of the voting securities
present at such meeting, if the holders of more than 50% of the
outstanding voting securities of the Fund are present or
represented by proxy or, if less, (b) more than 50% of the
outstanding voting securities of the Fund.
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND,
A SERIES OF GABELLI GLOBAL SERIES FUNDS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, Bruce N. Alpert
and J. Hamilton Crawford, Jr., 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 The Gabelli Global Telecommunications Fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting") of the Fund to be held at Cole Auditorium,
Greenwich Public Library, 101 West Putnam Avenue, Greenwich, Connecticut
06830, on May 17, 1995, at 11:00 a.m., 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, than 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.
PLEASE DATE AND SIGN THIS PROXY ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED PAID ENVELOPE.
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR each of the Proposals. Please refer to the Proxy
Statement for a discussion of each of the Proposals.
1. TO RATIFY THE SELECTION OF GRANT THORNTON AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS OF THE FUND FOR ITS FISCAL YEAR ENDING DECEMBER
31, 1995.
( ) FOR ( ) AGAINST ( ) ABSTAIN
2. TO CONSIDER AND VOTE UPON A RULE 12b-1 DISTRIBUTION PLAN.
( ) FOR ( ) AGAINST ( ) ABSTAIN
Date:_______________________, 1995
________________________________
________________________________
(Sign exactly as name(s) appear above)
IMPORTANT: If joint
owners, EITHER may sign
this proxy. When
signing as executor,
administrator, trustee,
guardian or corporate
officer, please give
your FULL title.
The Gabelli Series Funds, Inc.
Proxy Materials
Table of Contents
1. Mechanics of Proxy Statement
2. Preliminary Proxy Statement
3. Definitive Proxy Statement
