<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
Gabelli Global 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)(I) 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:
----------------------------------------------------------------------
<PAGE> 2
GABELLI GLOBAL SERIES FUNDS, INC.
One Corporate Center
Rye, New York 10580-1434
April 12, 1999
Dear Fellow Shareholder:
I would like to invite you to a Special Meeting of Shareholders of Gabelli
Global Series Funds, Inc. (the "Fund") to be held at the Greenwich Hyatt
Regency, 1800 East Putnam Avenue, Greenwich, Connecticut 06870, on Tuesday, May
18, 1999 at 10:00 a.m. eastern time. At this meeting, shareholders will consider
a proposal to amend the Fund's Charter to permit the Fund to offer additional
classes of shares. The enclosed Proxy Statement describes this proposal in
detail.
We started the Gabelli Global Series Funds, Inc. on November 1, 1993. 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. We believe
that approval of the proposal to amend the Fund's charter to permit the Fund to
offer additional classes of shares 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. Again, to repeat, approval of this proposal will
not diminish the ability of existing and future shareholders to purchase and
redeem shares at net asset value.
We believe that this 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 POSTPAID ENVELOPE.
<PAGE> 3
GABELLI GLOBAL SERIES FUNDS, INC.
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on May 18, 1999
------------------------
A Special Meeting of Shareholders of GABELLI GLOBAL SERIES FUNDS, INC. (the
"Fund") will be held at the Greenwich Hyatt Regency, 1800 East Putnam Avenue,
Greenwich, Connecticut 06870, on May 18, 1999, at 10:00 a.m. eastern time, for
the following purposes:
1. To consider and act upon Articles of Amendment to the Fund's Charter to
permit each series of the Fund to offer additional classes of shares
(PROPOSAL 1);
2. To elect seven (7) Directors of the Fund (PROPOSAL 2);
3. To ratify the selection of Grant Thornton LLP as independent
accountants of the Fund for the year ending December 31, 1999 (PROPOSAL
3); and
4. 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 March 24, 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
April 12, 1999
<PAGE> 4
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 a 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.
c/o John Doe, Treasurer......................... John Doe
(4) ABC Corp., Profit Sharing Plan.................... John Doe, Trustee
FUND ACCOUNTS
(1) ABC Fund.......................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................................. Jane Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Custodian
f/b/o John B. Smith, Jr. UGMA................... John B. Smith
(2) John B. Smith..................................... John B. Smith, Jr., Executor
</TABLE>
<PAGE> 5
GABELLI GLOBAL SERIES FUNDS, INC.
---------------------
SPECIAL MEETING OF SHAREHOLDERS
To be Held on May 18, 1999
---------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation on
behalf of the board of directors (the "Board of Directors") of Gabelli Global
Series Funds, Inc. (the "Fund") of proxies to be voted at a Special Meeting of
Shareholders of the Fund to be held on Tuesday, May 18, 1999, at 10:00 a.m.
eastern time, at the Greenwich Hyatt Regency, 1800 East Putnam Avenue,
Greenwich, Connecticut, 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 five series, The Gabelli Global Telecommunications
Fund, The Gabelli Global Interactive Couch Potato Fund, The Gabelli Global
Convertible Securities Fund, The Gabelli Global Entertainment and Media Fund and
The Gabelli Global Opportunity 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 or
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
$3,000 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 Proposals 1, 2
and 3 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 any of the proposed items 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 one or more
of the proposals 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 any such proposal in their discretion.
The close of business on March 24, 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 18,030,812.65 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 March 24,
1999, Charles Schwab & Co. owns approximately 11.1% and National Financial
Services Corp. owns approximately 7.6% of the outstanding shares of the Fund on
behalf of their clients and disclaim beneficial ownership.
This Proxy Statement is first being mailed to shareholders on or about
April 12, 1999.
<PAGE> 6
PROPOSAL 1: 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 Proposal 1 will not diminish the ability of
shareholders to purchase and redeem shares at net asset value without charge.
Rather, Proposal 1 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 Proposal 1 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 stock 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 Proposal 1 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 eighty-four 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 eighty-fifth 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:
- 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
2
<PAGE> 7
- Enable the Board of Directors to classify and reclassify authorized but
unissued shares of each Series of the Fund into multiple classes and, in
connection therewith, to 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 current
registration statement at the time of purchase.
A copy of the proposed amendments to the Fund's Charter is set forth in
Exhibit A.
REQUIRED VOTE
Approval of Proposal 1 requires the affirmative vote of a majority of the
shares of the Fund outstanding as of the record date.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
PROPOSAL 2: TO ELECT SEVEN DIRECTORS OF THE FUND
At the Meeting, seven Directors of the Fund are to be elected to hold
office until their successors are elected and qualified. Unless authority is
withheld, it is the intention of the persons named in the proxy to vote the
proxy FOR the election of the nominees named below. Each nominee has indicated
that he will serve if elected, but if any nominee should be unable to serve, the
proxy will be voted for any other person determined by the persons named in the
proxy in accordance with their judgment. Each of the Directors of the Fund has
served in that capacity since the organizational meeting of the Fund. The
address of each of the Directors is One Corporate Center, Rye, New York 10580.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
POSITION WITH THE FUND SHARES BENEFICIALLY OWNED**
NAME (AGE) AND PRINCIPAL OCCUPATION DIRECTLY OR INDIRECTLY ON
POSITION DURING PAST FIVE YEARS MARCH 24, 1999
- ---------- ------------------------ ---------------------------
<S> <C> <C>
MARIO J. GABELLI* (56) Chairman of the Board and President of the Fund; Chairman 452,795.00****
President, Director and of the Board and Chief Executive Officer of Gabelli Asset 2.51%
Chief Investment Management Inc., Chief Investment Officer of the Adviser
Officer and GAMCO Investors, Inc.; Chairman of the Board and Chief
Executive Officer of Lynch Corporation, a diversified
manufacturing and communications services company, and
Director of East/West Communications, Inc. (1)(2)(3)(4)
(5)(6)(7)(8)(9)(10)(11)(12)(15)(16)
FELIX J. CHRISTIANA (73) Formerly Senior Vice President of Dollar Dry Dock Savings 4,543.35***
Director Bank. (1)(2)(3)(4)(5)(8)(10)(13)(15)(16)
ANTHONY J. COLAVITA (64) President and Attorney at Law in the law firm of Anthony 7,286.11***
Director J. Colavita, P.C. since 1961. (1)(2)(3)(4)(5)(6)(7)(8)(9)
(11)(12)(13)(14)
JOHN D. GABELLI* (54) Senior Vice President of Gabelli & Company, Inc.; Director 455.87***
Director of Gabelli Advisers, Inc. (5)(8)(16)
KARL OTTO POHL* (69) Former President of the Deutsche Bundesbank (Germany's 0.00***
Director Central Bank) and Chairman of its Central Bank Council
(1980-1991); Currently board member of Zurich Allied
(insurance); TrizecHahn Corp. (real estate) and member of
the shareholder committee of Sal. Oppenheim Jr. & Cie.
(private investment bank).
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
(13)(14)(15)(16)
</TABLE>
3
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
POSITION WITH THE FUND SHARES BENEFICIALLY OWNED**
NAME (AGE) AND PRINCIPAL OCCUPATION DIRECTLY OR INDIRECTLY ON
POSITION DURING PAST FIVE YEARS MARCH 24, 1999
- ---------- ------------------------ ---------------------------
<S> <C> <C>
WERNER ROEDER, M.D. (58) Director of Surgery, Lawrence Hospital, and practicing 3,598.82***
Director private physician. (7)(8)(9)(11)(12)(13)(14)
ANTHONIE C. VAN EKRIS Managing Director of Balmac International Ltd.; Director 33,959.00***
(63) Director of Stahal Hardmayer A.Z. and Spinnaker Industries, Inc.
(1)(2)(4)(5)(6)(8)(9)(11)(12)(13)
</TABLE>
- ---------------
* "Interested person" of the Fund, as defined in the 1940 Act. Mr. Mario
Gabelli is an "interested person" of each fund as a result of his
employment as an officer of the fund and the Adviser. Mr. Mario Gabelli and
Mr. John Gabelli are registered representatives of a broker-dealer that is
controlled by Gabelli Asset Management Inc., the parent company of the
Adviser. Mr. Pohl is a director of the parent company of the Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934, as amended. The information as to
beneficial ownership is based upon information furnished to the Equity
Trust by the Directors.
*** Less than 1%.
**** This figure includes 242,174 shares owned by Gabelli Funds, Inc. or its
subsidiaries, 209,597 shares held in discretionary investment advisory
accounts by clients of GAMCO Investors, Inc., and 1,024 shares owned by a
charitable foundation of which Mr. Gabelli is a trustee. Mr. Gabelli
disclaims beneficial ownership of the shares owned by the clients of GAMCO
Investors, Inc. and, except to the extent of his interest therein, by
Gabelli Funds, Inc. and its subsidiaries.
<TABLE>
<S> <C>
(1) Trustee of The Gabelli Asset Fund. (9) Director of Gabelli Gold Fund, Inc.
(2) Trustee of The Gabelli Growth Fund. (10) Director of The Gabelli Global Multimedia Trust Inc.
(3) Director of The Gabelli Value Fund Inc. (11) Director of Gabelli Capital Series Funds, Inc.
(4) Director of The Gabelli Convertible Securities (12) Director of Gabelli International Growth Fund, Inc.
Fund, Inc. (13) Director of the Treasurer's Fund, Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (14) Trustee of the Gabelli Westwood Funds
(6) Trustee of The Gabelli Money Market Funds (15) Director of The Gabelli Equity Trust Inc.
(7) Director of Gabelli Investor Funds, Inc. (16) Trustee of The Gabelli Utility Fund.
(8) Director of Gabelli Global Series Funds, Inc.
</TABLE>
As of March 24, 1999, the directors and executive officers as a group
beneficially owned 512,427 shares (2.84%) of the Fund.
The Fund pays each Director not affiliated with the Adviser or its
affiliates, a fee of $1,500 per year plus $500 per meeting attended in person
and by telephone, together with the Director's actual out-of-pocket expenses
relating to attendance at meetings. The aggregate remuneration paid by the Fund
to such Directors during the fiscal year ended December 31, 1998, amounted to
$17,500. Committee members receive $500 per meeting.
During the year ended December 31, 1998, the Directors of the Fund met five
times. Each Director then serving in such capacity attended at least 75% of the
meetings of Directors and of any Committee of which he is a member. Messrs.
Christiana, Colavita and Roeder serve on the Fund's Audit Committee and these
Directors are not "interested persons" of the Fund as defined in the 1940 Act.
The Audit Committee is responsible for recommending the selection of the Fund's
independent accountants and reviewing all audit as well as non-audit accounting
services performed for the Fund. During the fiscal year ended December 31, 1998,
the Audit Committee met two times.
The Directors serving on the Fund's Nominating Committee are Messrs.
Colavita (Chairman) and Roeder. The Nominating Committee is responsible for
recommending qualified candidates to the Board in the
4
<PAGE> 9
event that a position is vacated or created. The Nominating Committee would
consider recommendations by shareholders if a vacancy were to exist. Such
recommendations should be forwarded to the Secretary of the Fund. The Nominating
Committee did not meet during the fiscal year ended December 31, 1998. The Fund
does not have a standing compensation committee.
The following table sets forth certain information regarding the
compensation of the Fund's Directors. Each officer of the Fund is also employed
by the Adviser and receives no additional compensation or expense reimbursement
from the Fund.
COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM THE FUND AND
NAME OF PERSON FROM THE FUND COMPLEX PAID
AND POSITION FUND TO DIRECTORS*
- -------------- ------------ ------------------
<S> <C> <C>
MARIO J. GABELLI $ 0 $ 0(13)
President, Director and Chief Investment Officer
JOHN D. GABELLI $ 0 $ 0(4)
Director
FELIX J. CHRISTIANA $3,500 $ 88,500(9)
Director
ANTHONY J. COLAVITA $3,500 $ 82,000(13)
Director
KARL OTTO POHL $3,500 $102,466(15)
Director
WERNER ROEDER, M.D. $3,500 $ 25,500(7)
Director
ANTHONIE C. VAN EKRIS $3,500 $ 57,500(10)
Director
</TABLE>
- ------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1998 by investment companies (including the Fund) from
which such person receives compensation that are considered part of the same
fund complex as the Fund because they have common or affiliated investment
advisers. The number in parenthesis represents the number of such investment
companies.
Bruce N. Alpert, Vice President and Treasurer of the Fund and James E.
McKee, Secretary of the Fund are the only executive officers of the Fund not
included in the listing of Directors above. Mr. Alpert is 47 years old and has
served as an officer of the Fund since its inception. He currently serves as
Executive Vice President and Chief Operating Officer of the Adviser and as an
officer of each mutual fund managed by the Adviser and its affiliates. Mr. McKee
is 36 years old and has served as Secretary of the Fund since August, 1995. He
has served as Vice President, General Counsel and Secretary of Gabelli Asset
Management, Inc. since February, 1999, of the Adviser since August, 1995, and of
GAMCO Investors, Inc. since December, 1993. Mr. McKee also serves as Secretary
for each mutual fund managed by the Adviser and its affiliates. The business
address of each of these officers is One Corporate Center, Rye, New York
10580-1434.
REQUIRED VOTE
The affirmative vote of holders of a plurality of the shares of the Fund
present at the Meeting is required to elect each of the Directors named above.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL 2.
5
<PAGE> 10
PROPOSAL 3: TO RATIFY THE SELECTION OF GRANT THORNTON LLP
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE FUND
FOR ITS FISCAL YEAR ENDING DECEMBER 31, 1999
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 LLP, 7 Hanover Square, New York, New York,
10004-2616 to serve as independent accountants for the Fund's fiscal year ending
December 31, 1999. The Fund knows of no direct or indirect financial interest of
such firm in the Fund. Grant Thornton LLP 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 LLP 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
Approval of Proposal 3 requires the affirmative vote of a majority of the
shares of the Fund present at the Meeting.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3.
THE INVESTMENT ADVISER
Gabelli Funds, LLC, a newly-formed New York limited liability company and
successor to Gabelli Funds, Inc., acts as investment adviser to the Fund. The
business address for the Adviser is One Corporate Center, Rye, New York
10580-1434.
THE ADMINISTRATOR
BISYS Fund Services acts as administrator of the Fund. The business address
for the administrator is 3435 Stelzer Road, Suite 1000, Columbus, OH 43219.
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 entitled to be cast at the Meeting 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 1, unless they receive voting
instructions from their customers. The shares for which brokers
6
<PAGE> 11
have not received voting instructions from the beneficial owner are generally
referred to as "uninstructed shares." As used herein, "broker non-votes" means
the votes that could have been cast on the matter in question by brokers with
respect to uninstructed shares if the brokers had received their customers'
instructions. The Fund will apply the principles set forth below with respect to
broker non-votes.
Quorum Requirements: 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 largest number of shares represented by proxies in which votes
have been cast or as to which authority to vote has not be withheld on any
proposal. Accordingly, if a broker has exercised discretionary authority with
respect to a proposal or has not withheld authority to vote on a proposal, those
shares may be counted as votes entitled to be cast at the Meeting for quorum
purposes and the number of shares entitled to be voted for quorum purposes will
not be reduced by broker non-votes on a different proposal.
Proposal 1: 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. Uninstructed shares may not be voted on
this mater, and abstentions and broker non-votes will have the effect of votes
against the Articles of Amendment.
Proposal 2: Directors are elected by a plurality, and the seven (7)
nominees who receive the most votes cast at the Meeting will be elected.
Accordingly, abstentions and broker non-votes will not be taken into account in
determining the outcome of the election.
Proposal 3: To be approved, this matter must receive the affirmative vote
of the majority of votes cast with respect to this matter at the Meeting.
Therefore, abstentions and broker non-votes will not be counted in determining
the outcome.
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 June 30, 1999.
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.
7
<PAGE> 12
Exhibit A
ARTICLES OF AMENDMENT
OF
GABELLI GLOBAL SERIES FUNDS, INC.
Gabelli Global 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
<PAGE> 13
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, Two Hundred
Million (200,000,000) shares of the authorized shares of the Corporation are
designated and classified as The Gabelli Global Telecommunications Fund Stock
("Telecommunications Stock"), Two Hundred Million (200,000,000) shares of the
authorized shares of the Corporation are designated and classified as The
Gabelli Global Entertainment and Media Fund Stock ("Entertainment Stock"), Two
Hundred Million (200,000,000) shares of the authorized shares of the Corporation
are designated and classified as The Gabelli Global Opportunity Fund Stock
("Opportunity
2
<PAGE> 14
Stock"), Two Hundred Million (200,000,000) shares of the authorized shares of
the Corporation are designated and classified as The Gabelli Global Interactive
Couch Potato Fund Stock ("Couch Potato Stock") and Two Hundred Million
(200,000,000) shares of the authorized shares of the Corporation are designated
and classified as The Gabelli Global Convertible Securities Fund Stock
("Convertible Securities 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
Telecommunications Stock, the Entertainment Stock, the Opportunity Stock, the
Couch Potato Stock and the Convertible Securities 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.
3
<PAGE> 15
(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 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 (deter
mined 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
4
<PAGE> 16
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 deter mined, 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 $10. 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.
5
<PAGE> 17
(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. The liquidation of any particular class in which
there are shares then outstanding may be authorized by vote of the majority of
the Board of Directors then in office, subject to the approval of the majority
of outstanding securities of that class, as defined in the 1940 Act and without
the vote of the holders of any other class. The liquidation or dissolution of a
particular class may be accomplished, in whole or in part, by the transfer of
assets belonging to such class to another class or by the exchange of shares of
such class for the shares of another class.
6
<PAGE> 18
(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 including
liquidation of a particular class as described in subsection (1) above, 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: 200,000,000 of the authorized shares
of stock were designated as Telecommunications Stock; 200,000,000 shares of the
authorized shares of stock were designated as Entertainment Stock; 200,000,000
shares of the authorized shares of stock were designated as Opportunity Stock;
200,000,000 shares of the authorized shares were designated as Couch Potato
Stock and 200,000,000 of the authorized shares were designated as Convertible
Securities Stock.
7
<PAGE> 19
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, 200,000,000 of the authorized shares of
stock shall constitute a separate class designated as Telecommunications Stock;
200,000,000 shares of the authorized shares of stock shall constitute a separate
class designated as Entertainment Stock; 200,000,000 shares of the authorized
shares of stock shall constitute a separate class designated as Opportunity
Stock; 200,000,000 shares of the authorized shares shall constitute a separate
class designated Couch Potato Stock and 200,000,000 of the authorized shares
shall constitute a separate class designated as Convertible Securities 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 Telecommunications Stock are hereby reclassified and designated as
shares of "The Gabelli Global Telecommunications Fund Class AAA Stock" (the
"Telecommunications Class AAA Stock") and shall be deemed to be a sub-series of
the shares of the Corporation's class designated as Telecommunications 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 Global Entertainment and Media
Fund Class AAA Stock" (the "Entertainment Class AAA Stock") and shall be deemed
to be a sub-series of the shares of the Corporation's class designated as
Entertainment 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
Opportunity Stock are hereby reclassified as shares of "The Gabelli Global
Opportunity Fund Class AAA Stock" (the "Opportunity Class AAA Stock") and shall
be deemed to be a sub-series of the shares of the Corporation's class designated
as Opportunity 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
Couch Potato Stock are hereby reclassified as shares of "The Gabelli Global
Couch
8
<PAGE> 20
Potato Fund Class AAA Stock" (the "Couch Potato Class AAA Stock") and shall be
deemed to be a sub-series of the shares of the Corporation's class designated as
Couch Potato 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 Convertible
Securities Stock are hereby reclassified as shares of "The Gabelli Global
Convertible Securities Fund Class AAA Stock" (the "Convertible Securities Class
AAA Stock") and shall be deemed to be a sub-series of the shares of the
Corporation's class designated as Convertible Securities 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.
9
<PAGE> 21
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
<TABLE>
<S> <C> <C> <C> <C>
1) To consider and act upon Articles
GABELLI GLOBAL 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 elect seven (7) Directors of the Fund:
Mario J. Gabelli, Felix J. Christiana,
Anthony J. Colavita, John D. Gabelli,
Karl Otto Pohl, Werner Roeder, M.D.,
and Anthonie C. van Ekris; and
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A
A PARTICULAR NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE
REMAINING NOMINEE(S)
FOR AGAINST Abstain
[ ] [ ] [ ]
3) To ratify the selection of Grant Thornton
LLP as the independent accountants of
the Fund for the year ending
December 31, 1999; and
For Against Abstain
[ ] [ ] [ ]
4) To transact such other business as
may properly come before the Meeting
or any adjournment thereof.
</TABLE>
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
<PAGE> 22
GABELLI GLOBAL SERIES FUNDS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
The enclosed proxy materials discuss the proposals 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, May 18,
1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Gabelli Global Series Funds, Inc.
<PAGE> 23
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 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 Global 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 the Greenwich Hyatt Regency, 1800 East
Putnam Avenue, Greenwich, Connecticut 06870, on May 18, 1999 at 10:00 a.m.
(eastern standard 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 any Proposal, this proxy
will be voted FOR the Proposals. Please refer to the Proxy Statement for a
discussion of each of the Proposals.
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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