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 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 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.
(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
(determined without regard to such liabilities) bears to the
net asset value of all classes of the Corporation's stock
(determined without regard to such liabilities) as
determined by or in accordance with procedures adopted by
the Board of Directors from time to time. In cases where a
class of capital stock has more than one sub-series, for
purposes of determining the net asset value per share of
each sub-series, each sub- series of the class shall be
further charged with liabilities that are allocable to such
sub-series (including, without limitation, liabilities
relating to distribution charges or service charges payable
pursuant to a plan of distribution or multi-class plan
adopted by or applicable to such sub-series in accordance
with the 1940 Act or any rule or order of the Securities and
Exchange Commission thereunder) as determined by and in
accordance with procedures adopted by the Board of Directors
from time to time. The determination of the Board of
Directors shall be conclusive as to the allocation of
liabilities, including accrued expenses and reserves, and
assets to a particular class or classes or sub-series of any
such class. The liabilities of any corporation or business
trust merged with and into the Corporation pursuant to a
merger in which the Corporation is the surviving corporation
shall be charged to that class (and, if applicable,
sub-series) of the Corporation's stock the shares of which
are issued by the Corporation pursuant to the merger.
(d) Each holder of stock of the Corporation, upon request
to the Corporation (accompanied by surrender of the
appropriate stock certificate or certificates in proper form
for transfer, if any certificates have been issued to
represent such shares) shall be entitled to require the
Corporation to redeem, to the extent that the Corporation
may lawfully effect such redemption under the laws of the
State of Maryland and the federal securities laws but
subject to any right of the Corporation to postpone or
suspend such right of redemption pursuant to the federal
securities laws, all or any part of the shares of stock
standing in the name of such holder on the books of the
Corporation at a price per share equal to the net asset
value per share.
(e) Payment by the Corporation for shares of stock of the
Corporation surrendered to it for redemption shall be made
by the Corporation within seven business days of such
surrender out of the funds legally available therefor,
provided that the Corporation may suspend the right of the
holders of stock of the Corporation to redeem shares of
stock and may postpone the right of such holders to receive
payment for any shares when permitted or required to do so
by applicable statutes or regulations. Payment of the
aggregate price of shares surrendered for redemption may be
made in cash or, at the option of the Corporation, wholly
or partly in such portfolio securities or other assets of
the Corporation as the Corporation shall select.
(f) The right of any holder of stock of the Corporation
redeemed by the Corporation as provided in subsection (d)
of this section (3) to receive dividends thereon and all
other rights of such holder with respect to such shares
shall terminate at the time as of which the purchase or
redemption price of such shares is 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.
(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.
(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.
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 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.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf on this 11th
day of January, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles of Amendment are the act of
Gabelli Global Series Funds Inc. and that to the best of his
knowledge, information and belief and under penalties for perjury,
all matters and facts contained herein are true in all material
respects,
ATTEST: GABELLI GLOBAL SERIES FUNDS, INC.
/s/James E. McKee By:/s/Bruce N. Alpert(SEAL)
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
