As filed with the Securities and Exchange Commission on March 3, 2000
Registration Nos. 33-66262 and 811-07896
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--
Pre-Effective Amendment No.
Post-Effective Amendment No. 11 X
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 12 X
GABELLI GLOBAL SERIES FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
One Corporate Center, Rye, New York 10580-1434
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 1- 800-422-3554
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center,
Rye, New York 10580-1434
(Name and Address of Agent for Service)
Copies to:
James E. McKee, Esq. Richard T. Prins, Esq.
Gabelli Global Series Funds, Inc. Skadden, Arps, Slate, Meagher & Flom
One Corporate Center 919 Third Avenue
Rye, New York 10580-1434 New York, New York 10022
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b); or
X on March 9, 2000 pursuant to paragraph (b); or
60 days after filing pursuant to paragraph (a)(1); or on
[____] pursuant to paragraph (a)(1); or 75 days after filing
pursuant to paragraph (a)(2); or on [____] pursuant to
paragraph (a)(2) of Rule 485
If appropriate, check the following box: This post-effective amendment
designates a new effective date for a previously filed post-effective amendment.
Gabelli
Global
Series
Funds,
Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
Class AAA Shares
PROSPECTUS
March 9, 2000
The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
<PAGE>
<PAGE>
Gabelli Global Series Funds, Inc. Table of Contents
Investment and Performance Summary
- -------------------------------------------------------------------------------
3 - 14
Investment and Risk Information
- -------------------------------------------------------------------------------
14 - 17
Management of the Funds
- -------------------------------------------------------------------------------
17 - 19
- -------------------------------------------------------------------------------
19 Purchase of Shares
20 Redemption of Shares
21 Exchange of Shares
22 Pricing of Fund Shares
23 Dividends and Distributions
23 Tax Information
Financial Highlights
- -------------------------------------------------------------------------------
23
<PAGE>
<PAGE>
INVESTMENT AND PERFORMANCE SUMMARY
Gabelli Global Series Funds, Inc. currently offers the following four separate
investment portfolios (each a "Fund" and collectively, the "Funds"):
(BULLET) The Gabelli Global Telecommunications Fund (the "Global
Telecommunications Fund")
(BULLET) The Gabelli Global Growth Fund (the "Global Growth Fund")
(BULLET) The Gabelli Global Opportunity Fund (the "Global Opportunity Fund")
(BULLET) The Gabelli Global Convertible Securities Fund (the "Global
Convertible Securities Fund")
Each Fund is advised by Gabelli Funds, LLC (the "Adviser"). Each Fund's
investment objective cannot be changed without shareholder approval.
GLOBAL TELECOMMUNICATIONS FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least 65% of its
total assets in common stocks of companies in the telecommunications industry
which the Adviser believes are likely to have rapid growth in revenues and
earnings and potential for above average capital appreciation or are
undervalued. The Fund invests primarily in common stocks of foreign and domestic
small capitalization, mid-capitalization and large capitalization issuers. The
Fund may invest without limitation in securities of foreign issuers and will
invest in securities of issuers located in at least three countries. In
selecting investments, the Adviser also considers the market price of the
issuer's securities, its balance sheet characteristics and the perceived
strength of its management.
The telecommunications companies in which the Fund may invest are engaged in
the following products or services: regular telephone service throughout the
world; wireless communications services and equipment, including cellular
telephone, microwave and satellite communications, paging, and other emerging
wireless technologies; equipment and services for both data and voice
transmission, including computer hardware and software; electronic components
and communications equipment; video conferencing; electronic mail; local and
wide area networking, and linkage of data and word processing systems;
publishing and information systems; video text and teletext; emerging
technologies combining television, telephone and computer systems; broadcasting,
including television and radio via VHF, UHF, satellite and microwave
transmission and cable television.
Principal Risks:
The Fund's share price will fluctuate with changes in the market value of
the Fund's portfolio securities. Stocks are subject to market, economic and
business risks that cause their prices to fluctuate. When you sell Fund shares,
they may be worth less than what you paid for them. Consequently, you can lose
money by investing in the Fund. The Fund also may underperform other investments
or some of the Fund's holdings may underperform its other holdings. The
investment policies of the Fund may lead to a higher portfolio turnover rate and
correspondingly higher expenses which could negatively affect the Fund's
performance. As the Fund is non-diversified, it will have the ability to invest
a larger portion of its assets in a single issuer than would be the case if it
were diversified. As a result, the Fund may experience greater fluctuation in
net asset value ("NAV") than funds which invest in a broad range of issuers. In
addition, the Fund concentrates its investments in the telecommunications
industry which is subject to governmental regulation and a greater price
volatility than the overall market and sells products and services
<PAGE>
that may be subject to rapid obsolescence resulting from changing consumer
tastes, intense competition and strong market reactions to technological
development.
Moreover, the Fund may invest a substantial portion of its assets in foreign
securities which involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. In
addition, the costs of buying, selling and holding foreign securities may be
greater than for U.S. securities and foreign securities often trade in
currencies other than the U.S. dollar and an increase in the value of the U.S.
dollar relative to a foreign currency may cause the value of the Fund's
investments in securities denominated in that currency to decline.
Who May Want to Invest:
The Fund's Class AAA Shares offered herein are offered only to investors who
acquire them directly through Gabelli & Company, Inc., the Funds' distributor
(the "Distributor"), or through a select number of financial intermediaries with
whom the Distributor has entered into selling agreements specifically
authorizing them to offer Class AAA Shares.
The Fund may appeal to you if:
(BULLET) you are a long-term investor
(BULLET) you seek growth of capital
(BULLET) you seek to diversify your investments outside the United
States
You may not want to invest in the Fund if:
(BULLET) you are seeking a high level of current income
(BULLET) you are conservative in your investment approach
(BULLET) you seek stability of principal more than potential growth of
capital
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
<PAGE>
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1994), and by showing how the Fund's average annual returns for one
year, five years and the life of the Fund compare to those of a broad-based
securities market index. As with all mutual funds, the Fund's past performance
does not predict how the Fund will perform in the future. Both the chart and the
table assume reinvestment of dividends and distributions.
GLOBAL TELECOMMUNICATIONS FUND
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
1994 -3.7%
1995 16.2%
1996 9.0%
1997 31.9%
1998 34.8%
1999 80.3%
During the period shown in the bar chart, the highest return for a quarter was
30.93% (quarter ended December 31, 1999) and the lowest return for a quarter was
(10.73)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since November 1,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1993*
- ------------------------------------------------------------------- ------------- --------------
Global Telecommunications Fund
Class AAA Shares 80.27% 32.32% 25.32%
Morgan Stanley Capital International
World Free Index** 26.82% 19.19% 16.21%
Salomon Smith Barney Global
Telecommunications Index*** 75.77% 33.08% 24.17%
- ------------------------
* From November 1, 1993, the date that the Fund commenced investment
operations.
** The Morgan Stanley Capital International World Free Index is a widely
recognized, unmanaged index composed of all developed markets in the world. The
performance of the Index does not include expenses or fees. *** The Salomon
Smith Barney Global Telecommunications Index is a widely recognized, unmanaged
index composed of global equity securities of companies in the
telecommunications industry. The performance of the Index does not include
expenses or fees.
</TABLE>
Fees and Expenses of the Fund:
This table describes the fees and expenses that you may pay if you buy and hold
Class AAA Shares of the Fund.
<PAGE>
<PAGE>
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00%
Distribution (Rule 12b-1) Expenses 0.25%
Other Expenses 0.23%
-------
Total Annual Fund Operating Expenses 1.48%
-------
-------
Expense Example:
This example is intended to help you compare the cost of investing in Class AAA
Shares of the Fund with the cost of investing in other mutual funds. The example
assumes (1) you invest $10,000 in the Fund for the time periods shown, (2) you
redeem your shares at the end of those periods, (3) your investment has a 5%
return each year and (4) the Fund's operating expenses remain the same. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -----------
$151 $468 $808 $1,768
</TABLE>
GLOBAL GROWTH FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least 65% of its total
assets in common stocks of companies involved with entertainment and media,
publishing and communications. The Fund invests primarily in common stocks of
foreign and domestic small capitalization, mid-capitalization and large
capitalization issuers. The Fund may invest without limitation in securities of
foreign issuers and will invest in securities of issuers located in at least
three countries. To achieve the Fund's primary objective of capital
appreciation, the Adviser employs a disciplined investment program focusing on
the globalization and interactivity of the world's market place. The Fund
invests in companies at the forefront of accelerated growth.
The Adviser strives to find reasonably valued businesses exhibiting creativity
to adapt to the changing environment. Additionally, the Adviser looks for solid
franchises, ideally with unique copyrights that can add to overall value
creation. And lastly, the Adviser likes growth and therefore looks to businesses
involved in the ever-evolving communication revolution. Looking forward, the
Adviser continues to believe that the dominant companies of tomorrow will be
conducting a major portion of their business via the Internet within the next
five years.
In selecting investments, the Adviser seeks companies participating in emerging
technological advances in interactive services and products (i.e., computer
software) that are accessible to individuals in their homes or offices through
consumer electronics content based devices such as telephones, televisions,
radios and personal computers. The Fund will invest in companies which the
Adviser believes are likely to have rapid growth in revenues and earnings and
potential for above average capital appreciation or are undervalued. In
addition, the Adviser also considers the market price of the issuer's
securities, its balance sheet characteristics and the perceived strength of its
management.
The entertainment, media and publishing companies in which the Fund may invest
are engaged in providing the following products or services: the creation,
packaging, distribution, and ownership of entertainment programming throughout
the world including pre-recorded music, feature length motion pictures, made for
T.V. movies, television series, documentaries, animation, game shows, sports pro
<PAGE>
gramming and news programs; live events such as professional sporting events or
concerts, theatrical exhibitions, television and radio broadcasting via VHF,
UHF, satellite and microwave transmission, cable television systems and
programming, broadcast and cable networks, wireless cable television and other
emerging distribution technologies, home video, interactive and multimedia
programming including home shopping and multiplayer games; electronic commerce
and internet services; publishing, including newspapers, magazines and books,
advertising agencies and niche advertising mediums such as in-store or direct
mail, emerging technologies combining television, telephone and computer
systems, computer hardware and software, and equipment used in the creation and
distribution of entertainment programming such as that required in the provision
of broadcast, cable or telecommunications services.
The communications companies in which the Fund may invest are engaged in the
development, manufacture or sale of communications services or equipment
throughout the world including the following products or services: regular
telephone service; wireless communications services and equipment, including
cellular telephone, microwave and satellite communications, paging, and other
emerging wireless technologies; equipment and services for both data and voice
transmission, including computer hardware and software; electronic components
and communications equipment; video conferencing; electronic mail; local and
wide area networking, and linkage of data and word processing systems;
publishing and information systems; video text and teletext; emerging
technologies combining television, telephone and computer systems; broadcasting,
including television and radio via VHF, UHF, satellite and microwave
transmission and cable television.
Principal Risks:
The Fund's share price will fluctuate with changes in the market value of
the Fund's portfolio securities. Stocks are subject to market, economic and
business risks that cause their prices to fluctuate. When you sell Fund shares,
they may be worth less than what you paid for them. Consequently, you can lose
money by investing in the Fund. The Fund also may underperform other investments
or some of the Fund's holdings may underperform its other holdings. The
investment policies of the Fund may lead to a higher portfolio turnover rate and
correspondingly higher expenses which could negatively affect the Fund's
performance. As the Fund is non-diversified, it will have the ability to invest
a larger portion of its assets in a single issuer than would be the case if it
were diversified. As a result, the Fund may experience greater fluctuation in
NAV than funds which invest in a broad range of issuers. In addition, the Fund
concentrates its investments in specific industries which are subject to
governmental regulation and a greater price volatility than the overall market
and sell products and services that may be subject to rapid obsolescence
resulting from changing consumer tastes, intense competition and strong market
reactions to technological development. Many countries also impose various types
of ownership restrictions on investments both in mass media companies, such as
broadcasters and cable operators, as well as in common carrier companies, such
as the providers of local telephone service and cellular radio.
Moreover, the Fund may invest a substantial portion of its assets in foreign
securities which involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. In
addition, the costs of buying, selling and holding foreign securities may be
greater than for U.S. securities and foreign securities often trade in
currencies other than the U.S. dollar and an increase in the value of the U.S.
dollar relative to a foreign currency may cause the value of the Fund's
investments in securities denominated in that currency to decline.
Who May Want to Invest:
The Fund's Class AAA Shares offered herein are offered only to investors who
acquire them directly through the Distributor or through a select number of
financial intermediaries with whom the Distributor has entered into selling
agreements specifically authorizing them to offer Class AAA Shares.
<PAGE>
The Fund may appeal to you if:
(BULLET) you are a long-term investor
(BULLET) you seek growth of capital
(BULLET) you seek to diversify your investments outside the United States
You may not want to invest in the Fund if:
(BULLET) you are seeking a high level of current income
(BULLET) you are conservative in your investment approach
(BULLET) you seek stability of principal more than potential growth of
capital
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1995), and by showing how the Fund's average annual returns for one
year, five years and the life of the Fund compare to those of a broad-based
securities market index. As with all mutual funds, the Fund's past performance
does not predict how the Fund will perform in the future. Both the chart and the
table assume reinvestment of dividends and distributions.
GLOBAL GROWTH FUND
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
1995 17.9%
1996 12.5%
1997 41.7%
1998 28.9%
1999 116.1%
During the period shown in the bar chart, the highest return for a quarter was
47.36% (quarter ended December 31, 1999) and the lowest return for a quarter was
(12.77)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since February 7,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1994*
- ----------------------------------------------- --------------- ---------------- ----------------
Global Growth Fund Class AAA Shares 116.06% 39.25% 32.94%
Morgan Stanley Capital International
World Free Index** 26.82% 19.19% 15.75%
Lipper Global Fund Average*** 36.08% 19.24% 15.12%
- ------------------------
* From February 7, 1994, the date that the Fund commenced investment
operations.
** The Morgan Stanley Capital International World Free Index is a widely
recognized, unmanaged index composed of all developed markets in the world. The
performance of the Index does not include expenses or fees.
***The Lipper Global Fund Average represents the average performance of global
equity mutual funds as tracked by Lipper Inc.
</TABLE>
<PAGE>
Fees and Expenses of the Fund:
This table describes the fees and expenses that you may pay if you buy and hold
Class AAA Shares of the Fund.
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00%
Distribution (Rule 12b-1) Expenses 0.25%
Other Expenses 0.33%
-------
Total Annual Fund Operating Expenses 1.58%
------
------
Expense Example:
This example is intended to help you compare the cost of investing in Class AAA
Shares of the Fund with the cost of investing in other mutual funds. The example
assumes (1) you invest $10,000 in the Fund for the time periods shown, (2) you
redeem your shares at the end of those periods, (3) your investment has a 5%
return each year and (4) the Fund's operating expenses remain the same. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -----------
$161 $499 $860 $1,878
</TABLE>
GLOBAL OPPORTUNITY FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least 65% of its
total assets in common stocks of companies which the Adviser believes are likely
to have rapid growth in revenues and earnings and potential for above average
capital appreciation or are undervalued. The Fund invests primarily in common
stocks of foreign and domestic small capitalization, mid-capitalization and
large capitalization issuers. The Fund may invest without limitation in
securities of foreign issuers and will invest in securities of issuers located
in at least three countries.
Principal Risks:
The Fund's share price will fluctuate with changes in the market value of
the Fund's portfolio securities. Stocks are subject to market, economic and
business risks that cause their prices to fluctuate. When you sell Fund shares,
they may be worth less than what you paid for them. Consequently, you can lose
money by investing in the Fund. The Fund may also underperform other investments
or some of the Fund's holdings may underperform its other holdings. The
investment policies of the Fund may lead to a higher portfolio turnover rate and
correspondingly higher expenses which could negatively affect the Fund's
performance. As the Fund is non-diversified, it will have the ability to invest
a larger portion of its assets in a single issuer than would be the case if it
were diversified. As a result, the Fund may experience greater fluctuation in
NAV than funds which invest in a broad range of issuers.
Moreover, the Fund may invest a substantial portion of its assets in foreign
securities which involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. In
addition, the
<PAGE>
costs of buying, selling and holding foreign securities may be greater than for
U.S. securities and foreign securities often trade in currencies other than the
U.S. dollar and an increase in the value of the U.S. dollar relative to a
foreign currency may cause the value of the Fund's investments in securities
denominated in that currency to decline.
Who May Want to Invest:
The Fund's Class AAA Shares offered herein are offered only to investors who
acquire them directly through the Distributor or through a select number of
financial intermediaries with whom the Distributor has entered into selling
agreements specifically authorizing them to offer Class AAA Shares.
The Fund may appeal to you if:
(BULLET) you are a long-term investor
(BULLET) you seek growth of capital
(BULLET) you seek to diversify your investments outside the United States
You may not want to invest in the Fund if:
(BULLET) you are seeking a high level of current income
(BULLET) you are conservative in your investment approach
(BULLET) you seek stability of principal more than potential growth of
capital
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1999), and by showing how the Fund's average annual returns for one
year and the life of the Fund compare to those of a broad-based securities
market index. As with all mutual funds, the Fund's past performance does not
predict how the Fund will perform in the future. Both the chart and the table
assume reinvestment of dividends and distributions.
GLOBAL OPPORTUNITY FUND
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
2000 79.2%
<PAGE>
During the period shown in the bar chart, the highest return for a quarter was
38.92% (quarter ended December 31, 1999) and the lowest return for a quarter was
(5.28)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C>
Average Annual Total Returns
(for the periods ended December 31, 1999) Past One Year Since May 11, 1998*
- ------------------------------------------------------------------- -------------- -----------------
Global Opportunity Fund Class AAA Shares 79.21% 51.19%
Morgan Stanley Capital International
World Free Index** 26.82% 20.05%
Lipper Global Fund Average*** 36.08% 19.82%
- ------------------------
* From May 11, 1998, the date that the Fund commenced investment operations.
** The Morgan Stanley Capital International World Free Index is a widely
recognized, unmanaged index composed of all developed markets in the world. The
performance of the Index does not include expenses or fees.
***The Lipper Global Fund Average represents the average performance of global equity mutual funds as tracked by Lipper
Inc.
</TABLE>
Fees and Expenses of the Fund:
This table describes the fees and expenses that you may pay if you buy and hold
Class AAA Shares of the Fund.
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets):
Management Fees 1.00%
Distribution (Rule 12b-1) Expenses 0.25%
Other Expenses 0.72%
-------
Total Annual Fund Operating Expenses 1.97%
-------
Fee Waiver and Expense Reimbursement* (0.47)%
-------
Net Annual Fund Operating Expenses* 1.50%
-------
-------
- ------------------------
* The Adviser has voluntarily agreed to waive its investment advisory fees
and/or to reimburse expenses of the Fund to the extent necessary to maintain the
Total Annual Operating Expenses (excluding brokerage, interest, taxes and
extraordinary expenses) at no more than 1.50% through December 31, 2000. In
addition, during the two-year period following any waiver or reimbursement by
the Adviser, the Fund has agreed to repay such amount to the extent that after
giving effect to the repayment, such adjusted Total Annual Operating Expenses
would not exceed 1.50% on an annualized basis.
Expense Example:
This example is intended to help you compare the cost of investing
in Class AAA Shares of the Fund with the cost of investing in other mutual
funds. The example assumes (1) you invest $10,000 in the Fund for the time
periods shown, (2) you redeem your shares at the end of those periods,
(3) your investment has a 5% return each year and (4) the Fund's operating
expenses remain the same. Although your actual costs may be higher or lower,
based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -----------
$153 $573 $1,019 $2,258
</TABLE>
<PAGE>
GLOBAL CONVERTIBLE SECURITIES FUND
Investment Objective:
The Fund seeks to provide investors with a high level of total return through a
combination of current income and appreciation of capital.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least 65% of its total
assets in convertible securities. Convertible securities are bonds, debentures,
corporate notes, preferred stocks and other similar securities which are
convertible or exchangeable for common stock within a particular time period at
a specified price or formula, of foreign and domestic companies. The Adviser
believes that certain characteristics of convertible securities make them
appropriate investments for a fund seeking a high level of total return on its
assets. These characteristics include the potential for capital appreciation if
the value of the underlying common stock increases, the relatively high yield
received from preferred dividend or interest payments as compared to common
stock dividends and the decreased risk of decline in value relative to common
stock due to the fixed income nature of convertible securities. The Fund may
invest without limit in securities that are not considered investment grade and
that accordingly have greater risk of loss of principal and interest.
Principal Risks:
The Fund's share price will fluctuate with changes in the market value of the
Fund's portfolio securities. Preferred stock and debt securities convertible
into or exchangeable for common or preferred stock also are subject to interest
rate risk and/or credit risk. When interest rates rise, the value of such
securities generally declines. It is also possible that the issuer of a security
will not be able to make interest and principal payments when due. In addition,
the Fund may invest in lower credit quality securities which may involve major
risk exposures such as increased sensitivity to interest rate and economic
changes and limited liquidity. When you sell Fund shares, they may be worth less
than what you paid for them. Consequently, you can lose money by investing in
the Fund. The Fund may also underperform other investments or some of the Fund's
holdings may underperform its other holdings. The investment policies of the
Fund may lead to a higher portfolio turnover rate and correspondingly higher
expenses which could negatively affect the Fund's performance. As the Fund is
non-diversified, it will have the ability to invest a larger portion of its
assets in a single issuer than would be the case if it were diversified. As a
result, the Fund may experience greater fluctuation in NAV than funds which
invest in a broad range of issuers. Moreover, the Fund may invest a substantial
portion of its assets in foreign securities which involve risks relating to
political, social and economic developments abroad, as well as risks resulting
from the differences between the regulations to which U.S. and foreign issuers
and markets are subject. In addition, the costs of buying, selling and holding
foreign securities may be greater than for U.S. securities and foreign
securities often trade in currencies other than the U.S. dollar and an increase
in the value of the U.S. dollar relative to a foreign currency may cause the
value of the Fund's investments in securities denominated in that currency to
decline.
Who May Want to Invest:
The Fund's Class AAA Shares offered herein are offered only to
investors who acquire them directly through the Distributor or through a
select number of financial intermediaries with whom the Distributor has entered
into selling agreements specifically authorizing them to offer Class AAA
Shares. The Fund may appeal to you if:
(BULLET) you are a long-term investor
(BULLET) you seek growth of capital
(BULLET) you seek to diversify your investments outside the United States
<PAGE>
You may not want to invest in the Fund if:
(BULLET) you are seeking a high level of current income
(BULLET) you are conservative in your investment approach
(BULLET) you seek stability of principal more than potential growth
of capital
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1995), and by showing how the Fund's average annual returns for one
year, five years and the life of the Fund compare to those of its benchmark. As
with all mutual funds, the Fund's past performance does not predict how the Fund
will perform in the future. Both the chart and the table assume reinvestment of
dividends and distributions.
GLOBAL CONVERTIBLE SECURITIES FUND
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC]
1995 12.6%
1996 5.5%
1997 2.8%
1998 8.6%
1999 51.1%
During the period shown in the bar chart, the highest return for a quarter was
20.31% (quarter ended December 31, 1999) and the lowest return for a quarter was
(12.26)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since February 3,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1994*
- ------------------------------------------------------------------- ------------- --------------
- -----------------
Global Convertible Securities Fund
Class AAA Shares 51.10% 14.92% 12.65%
Warburg Dillon Read Global
Convertible Index** 35.68% 16.30% 12.19%
Lipper Convertible Securities Fund Average*** 30.77% 17.62% 13.18%
- ------------------------
* From February 3, 1994, the date that the Fund commenced investment
operations.
** The Warburg Dillon Read Global Convertible Index is an unmanaged index
composed of global convertible securities. The performance of the Index does not
include expenses or fees.
***The Lipper Convertible Securities Fund Average represents the average
performance of convertible securities mutual funds as tracked by Lipper Inc.
</TABLE>
<PAGE>
<PAGE>
Fees and Expenses of the Fund:
This table describes the fees and expenses that you may pay if you buy and hold
Class AAA Shares of the Fund.
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00%
Distribution (Rule 12b-1) Expenses 0.25%
Other Expenses 1.19%
-------
Total Annual Fund Operating Expenses 2.44%
-------
-------
Expense Example:
This example is intended to help you compare the cost of investing in Class AAA
Shares of the Fund with the cost of investing in other mutual funds. The example
assumes (1) you invest $10,000 in the Fund for the time periods shown, (2) you
redeem your shares at the end of those periods, (3) your investment has a 5%
return each year and (4) the Fund's operating expenses remain the same. Although
your actual costs may be higher or lower, based on these assumptions your costs
would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -----------
$247 $761 $1,301 $2,776
</TABLE>
INVESTMENT AND RISK INFORMATION
Each Fund invests primarily in common stocks (or, in the case of the Global
Convertible Securities Fund, in securities convertible into common stock) of
companies which the Adviser believes are likely to have rapid growth in revenues
and earnings and the potential for above average capital appreciation. The
Adviser invests in companies whose stocks are selling at a significant discount
to their "private market value." Private market value is the value the Adviser
believes informed investors would be willing to pay to acquire the entire
company. If investor attention is focused on the underlying asset value of a
company due to expected or actual developments or other catalysts, an investment
opportunity to realize this private market value may exist.
Undervaluation of a company's stock can result from a variety of factors,
such as a lack of investor recognition of
(BULLET) the underlying value of a company's fixed assets,
(BULLET) the value of a consumer or commercial franchise,
(BULLET) changes in the economic or financial environment affecting the
company,
(BULLET) new, improved or unique products or services,
(BULLET)
new or rapidly expanding markets,
(BULLET) technological developments or advancements affecting the
company or its products, or
(BULLET) changes in governmental regulations, political climate or
competitive conditions.
The actual events that may lead to a significant increase in the value of a
company's securities include:
(BULLET) a change in the company's
management policies,
(BULLET) an investor's purchase of a large portion of the company's
stock,
<PAGE>
(BULLET) a merger or reorganization or recapitalization of the company,
(BULLET) a sale of a division of the company,
(BULLET) a tender offer (an offer to purchase investors' shares),
(BULLET) the spin-off to shareholders of a subsidiary, division or
other substantial assets, or
(BULLET) the retirement or death of a senior officer or substantial
shareholder of the company.
In selecting investments, the Adviser also considers the market price of the
issuer's securities, its balance sheet characteristics and the perceived
strength of its management.
The Funds may also use the following investment technique:
(BULLET) Defensive Investments. When adverse market or economic conditions
occur, each Fund may temporarily invest all or a portion of its assets in
defensive investments. Such investments include fixed income securities, money
market instruments, obligations of the U.S. government and its agencies and
instrumentalities or repurchase agreements. When following a defensive strategy,
a Fund will be less likely to achieve its investment goal.
Investing in the Funds involve the following risks:
(BULLET) Equity Risk. The principal risk of investing in the Funds is
equity risk. Equity risk is the risk that the
prices of the securities held by the Funds will change due to general market and
economic conditions, perceptions regarding the industries in which the companies
issuing the securities participate and the issuer company's particular
circumstances.
(BULLET) Fund and Management Risk. If the Funds'
manager's judgment in selecting securities is incorrect or if the market segment
in which a Fund invests falls out of favor with investors, a Fund could
underperform the stock market or its peers. A Fund could also fail to meet its
investment objective. If the Adviser is incorrect in its assessment of the
values of the securities it holds or no event occurs which surfaces value, then
the value of the Funds' shares may decline.
(BULLET) Non-Diversification Risk. Each Fund is a "non-diversified
investment company" which means that it can concentrate its investments in the
securities of a single company to a greater extent than a diversified investment
company. Because each Fund may invest its assets in the securities of a limited
number of companies, a decline in the value of the stock of any one of these
issuers will have a greater impact on the Fund's share price. In addition, many
companies in the past several years have adopted so-called "poison pill" and
other defensive measures. Such measures may limit the amount of securities in
any one issuer that the Funds may buy.
(BULLET) Industry Concentration Risk.
Global Telecommunications Fund only -- The telecommunications industry is
subject to governmental regulation and a greater price volatility than the
overall market and the products and services of telecommunications companies may
be subject to rapid obsolescence resulting from changing consumer tastes,
intense competition and strong market reactions to technological developments
throughout the industry. Certain companies in the United States, for example,
are subject to both state and federal regulations affecting permitted rates of
return and the kinds of services that may be offered. Such companies are
becoming subject to increasing levels of competition. As a result, stocks of
these companies may be subject to greater price volatility.
<PAGE>
<PAGE>
(BULLET) Industry Concentration Risk. Global Growth Fund only -- The
communications, entertainment and media and publishing industries are subject to
governmental regulation and a greater price volatility than the overall market
and the products and services of such companies may be subject to rapid
obsolescence resulting from changing consumer tastes, intense competition and
strong market reactions to technological developments throughout the industry.
Many countries impose various types of ownership restrictions on
investments both in mass media companies, such as broadcasters and cable
operators, as well as in common carrier companies, such as the providers
of local telephone service and cellular radio.
For example, in the
United States, the broadcast multiple ownership rules, which apply to
the radio and television industries, provide that investment advisers
are deemed to have an "attributable" interest whenever the adviser has
the right to determine how more than five percent of the issued and
outstanding voting stock of a broadcast company may be voted and limit
the number of such companies in which the adviser, on behalf of itself
and its clients, may have an "attributable interest." These same
broadcast rules limit the holding of attributable interests in AM and FM
radio broadcast stations and television stations nationally. Similar
types of restrictions apply in other mass media and common carrier
industries.
Government actions around the world, specifically in the
area of pre-marketing clearance of products and prices, can be arbitrary
and unpredictable. Changes in world currency values are also
unpredictable and can have a significant short-term impact on revenues,
profits and share valuations.
Certain of the companies in which the
Global Growth Fund invests may allocate greater than usual financial
resources to research and product development. The securities of such
companies may experience above-average price movements associated with
the perceived prospects of success of the research and development
programs. In addition, companies in which the Fund invests may be
adversely affected by lack of commercial acceptance of a new product or
process or by technological change and obsolescence.
(BULLET) Low Credit Quality Risk. Global Convertible Securities Fund only --
Because many convertible securities are rated below investment grade, the Fund
may invest without limit in securities rated lower than BBB by S&P or Caa or
lower by Moody's or, if unrated, are of comparable quality as determined by the
Adviser. These securities and securities rated BB or lower by S&P or Ba or lower
by Moody's may include securities of issuers in default. Such securities are
considered by the rating agencies to be predominantly speculative and may
involve major risk exposures such as increased sensitivity to interest rate and
economic changes and limited liquidity resulting in the possibility that prices
realized upon the sale of such securities will be less than the prices used in
calculating the Fund's NAV.
(BULLET) Convertible Securities and Credit Risk.
Global Convertible Securities Fund only -- The characteristics of
convertible securities make them appropriate investments for investors who seek
a high level of total return with the addition of credit risk. These
characteristics include the potential for capital appreciation if the value of
the underlying common stock increases, the relatively high yield received from
dividend or interest payments as compared to common stock dividends and
decreased risks of decline in value, relative to the underlying common stock due
to their fixed income nature. As a result of the conversion feature, however,
the interest rate or dividend preference on a convertible security is generally
less than would be the case if the securities were not convertible. During
periods of rising interest rates, it is possible that the potential for capital
gain on
<PAGE>
a convertible security may be less than that of a common stock equivalent if the
yield on the convertible security is at a level which causes it to sell at a
discount. Any common stock or other equity security received by conversion will
not be included in the calculation of the percentage of total assets invested in
convertible securities.
(BULLET) Portfolio Turnover Risk. The investment policies of the Funds may
lead to frequent changes in investments, particularly in periods of rapidly
fluctuating interest or currency exchange rates. The portfolio turnover may be
higher than that of other investment companies. Portfolio turnover generally
involves some expense to the Funds, including brokerage commissions or dealer
mark-ups and other transaction costs on the sale of securities and reinvestment
in other securities. As such, a higher portfolio turnover rate could increase
the Funds' expenses which could negatively affect the Funds' performance.
(BULLET) Foreign Securities Risk. Investments in foreign securities
involve risks relating to political, social and economic developments abroad, as
well as risks resulting from the differences between the regulations to which
U.S.
and foreign issuers and markets are subject:
(BULLET) These risks may include the seizure by the government of
company assets, excessive taxation, withholding taxes on dividends and interest,
limitations on the use or transfer of portfolio assets and political or social
instability.
(BULLET) Enforcing legal rights may be difficult, costly and slow in
foreign countries, and there may be special problems enforcing claims against
foreign governments.
(BULLET) Foreign companies may not be subject to accounting standards
or governmental supervision comparable to U.S. companies, and there may be less
public information about their operations.
(BULLET) Foreign markets may be less liquid and more volatile
than U.S. markets.
(BULLET) Foreign securities often trade in currencies other than the
U.S. dollar, and the Funds may directly hold foreign currencies and purchase and
sell foreign currencies. Changes in currency exchange rates will affect the
Fund's NAV, the value of dividends and interest earned, and gains and losses
realized on the sale of securities. An increase in the strength of the U.S.
dollar relative to these other currencies may cause the value of the Funds to
decline. Certain foreign currencies may be particularly volatile, and foreign
governments may intervene in the currency markets, causing a decline in value or
liquidity of the Funds' foreign currency holdings.
(BULLET) Costs of buying, selling and holding foreign securities,
including brokerage, tax and custody costs, may be higher than those involved in
domestic transactions.
Each Fund's investments in the securities of developing countries involves
exposure to economic structures that are generally less diverse and less mature,
and to political systems that can be expected to have less stability, than those
of developed countries. The markets of developing countries historically have
been more volatile than the markets of the more mature economies of developed
countries, but often have provided higher rates of return to investors.
MANAGEMENT OF THE FUNDS
The Adviser. Gabelli Funds, LLC, with its principal offices located at One
Corporate Center, Rye, New York 10580-1434, serves as investment adviser to the
Funds. The Adviser makes investment decisions for the Funds and continuously
reviews and administers the Funds' investment program under the supervision of
the Funds' Board of Directors. The Adviser also manages several other open-end
and closed-end invest-
<PAGE>
ment companies in the Gabelli family of funds. The Adviser is a New York limited
liability company organized in 1999 as successor to Gabelli Group Capital
Partners, Inc. (formerly named Gabelli Funds, Inc.), a New York corporation
organized in 1980. The Adviser is a wholly-owned subsidiary of Gabelli Asset
Management Inc. ("GAMI"), a publicly held company listed on the New York Stock
Exchange ("NYSE").
As compensation for its services and the related
expenses borne by the Adviser, the Adviser is entitled to an advisory fee,
computed daily and payable monthly, at the annual rates set forth below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Annual Advisory Fee - Advisory Fee Paid for
Contractual Rate Fiscal Year Ended 12/31/99
(as a percentage of average daily (as a percentage of average daily
Fund net assets) net assets)
--------------- ------------------------------------------------------------------------------------------
Global Telecommunications Fund 1.00% 1.00%
Global Growth Fund 1.00% 1.00%
Global Opportunity Fund 1.00% 0.06%
Global Convertible Securities Fund 1.00% 1.00%
</TABLE>
The Adviser contractually has voluntarily agreed to waive its investment
advisory fees and/or reimburse expenses to the extent necessary to maintain the
Total Operating Expenses (excluding brokerage, interest, taxes and extraordinary
expenses) at no more than 1.50% for the Global Opportunity Fund. This fee waiver
and expense reimbursement arrangement will continue until at least December 31,
2000.
In addition, during the two year period following any waiver or
reimbursement by the Adviser, the Global Opportunity Fund has agreed to repay
such amount to the extent that after giving effect to the repayment, such
adjusted Total Annual Operating Expenses would not exceed 1.50% on an annualized
basis.
The Portfolio Managers. Mr. Mario J. Gabelli, CFA, is the team manager
responsible for the day-to-day management of the Global Telecommunications Fund.
Mr. Gabelli has been Chairman, Chief Executive Officer and Chief Investment
Officer of the Adviser and its predecessor since inception, as well as its
parent company, GAMI. He is assisted by Associate Portfolio Managers, Marc J.
Gabelli and Ivan Arteaga.
Mr. Marc Gabelli is also primarily responsible for the day-to-day
management of the Global Growth Fund. Mr. Gabelli is a Portfolio Manager of the
Adviser and has been an analyst with the Adviser since 1993. He is assisted by
Associate Portfolio Manager, Ivan Arteaga.
Mr. Ivan Arteaga, CFA has been an analyst with the Adviser since 1992.
Messrs. Marc Gabelli and Caesar M.P. Bryan are primarily responsible for
the day-to-day management of the Global Opportunity Fund. Mr. Bryan is President
and Portfolio Manager of the Gabelli Gold Fund, Inc. and the Gabelli
International Growth Fund, Inc. and has been a Senior Vice President and
Portfolio Manager of GAMCO Investors, Inc., a wholly-owned subsidiary of GAMI
since May 1994. Mr. Bryan served as Senior Vice President of Lexington
Management Corporation from 1986 until May 1994.
Mr. A. Hartswell Woodson III is primarily responsible for the day-to-day
management of the Global Convertible Securities Fund. Mr. Woodson joined the
Adviser as a Vice President and Portfolio Manager in 1993.
18
<PAGE>
Rule 12b-1 Plan. The Funds have adopted a plan under Rule 12b-1 (the "Plan")
which authorizes payments by the Funds on an annual basis 0.25% of each Fund's
average daily net assets attributable to Class AAA Shares to finance
distribution of the Funds' Class AAA Shares. Each Fund may make payments under
the Plan for the purpose of financing any activity primarily intended to result
in the sales of Class AAA Shares of the Funds. To the extent any activity is one
that a Fund may finance without a distribution plan, each Fund may also make
payments to compensate such activity outside of the Plan and not be subject to
its limitations. Because payments under the Plan are paid out of each Fund's
assets on an ongoing basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. Due
to the payment of 12b-1 fees, long-term shareholders may indirectly pay more
than the equivalent of the maximum permitted front-end sales charge.
PURCHASE OF SHARES
You can purchase the Funds' shares on any day the NYSE is open for trading (a
"Business Day"). You may purchase shares through the Distributor, directly from
the Funds, through the Funds' transfer agent or through registered
broker-dealers that have entered into selling agreements with the Distributor.
(BULLET) By Mail or In Person. You may open an account by mailing a
completed subscription order form with a check or money order payable to "[name
of Fund]" to:
By Mail By Personal Delivery
-------------------- ----------------------------
The Gabelli Funds The Gabelli Funds
P.O. Box 8308 c/o BFDS
Boston, MA 02266-8308 66 Brooks Drive
Braintree, MA 02184
You can obtain a subscription order form by calling 1-800-GABELLI
(1-800-422-3554). Checks made payable to a third party and endorsed by the
depositor are not acceptable. For additional investments, send a check to the
above address with a note stating your exact name and account number, the name
of the Fund(s) and class of shares you wish to purchase.
(BULLET) By Bank Wire. To open an account using the bank wire transfer
system, first telephone the Fund(s) at 1-800-GABELLI (1-800-422-3554) to obtain
a new account number. Then instruct a Federal Reserve System member bank to wire
funds to:
State Street Bank and Trust Company
[ABA #011-0000-28 REF DDA #99046187]
Re: The Gabelli _____ Fund
Account #__________
Account of [Registered Owners]
225 Franklin Street, Boston, MA 02110
If you are making an initial purchase, you should also complete and mail
a subscription order form to the address shown under "By Mail." Note that
banks may charge fees for wiring funds, although State Street Bank and
Trust Company ("State Street") will not charge you for receiving wire
transfers.
Share Price. The Funds sell their Class AAA Shares at the net asset value next
determined after the Funds receive your completed subscription order form and
your payment. See "Pricing of Fund Shares" for a description of the calculation
of net asset value.
<PAGE>
Minimum Investments. Your minimum initial investment must be at least $1,000.
See "Retirement Plans" and "Automatic Investment Plan" regarding minimum
investment amounts applicable to such plans. There is no minimum for subsequent
investments. Broker-dealers may have different minimum investment requirements.
Retirement Plans. The Funds have available a form of IRA, "Roth" IRA and
Education IRA for investment in Fund shares that may be obtained from the
Distributor by calling 1-800-GABELLI (1-800-422-3554). Self-employed investors
may purchase shares of the Funds through tax-deductible contributions to
existing retirement plans for self-employed persons, known as "Keogh" or
"H.R.-10" plans. The Funds do not currently act as a sponsor to such plans. Fund
shares may also be a suitable investment for other types of qualified pension or
profit-sharing plans which are employer sponsored, including deferred
compensation or salary reduction plans known as "401(k) Plans." The minimum
initial investment in all such retirement plans is $250. There is no minimum
subsequent investment requirement for retirement plans.
Automatic Investment
Plan. The Funds offer an automatic monthly investment plan. There is no minimum
monthly investment for accounts establishing an automatic investment plan. Call
the Distributor at 1-800-GABELLI (1-800-422-3554) for more details about the
plan.
Telephone or Internet Investment Plan. You may purchase additional shares
of the Funds by telephone and/or over the Internet if your bank is a member of
the Automated Clearing House ("ACH") system. You must also have a completed,
approved Investment Plan application on file with the Funds' Transfer Agent.
There is a minimum of $100 for each telephone or Internet investment. To
initiate an ACH Purchase, please call 1-800-GABELLI (1-800-422-3554) or
1-800-872-5365 or visit our website @ www.gabelli.com.
General. State Street
will not issue share certificates unless requested by you. The Funds reserve the
right to (i) reject any purchase order if, in the opinion of the Funds'
management, it is in the Funds' best interest to do so, (ii) suspend the
offering of shares for any period of time and (iii) waive the Funds' minimum
purchase requirement.
REDEMPTION OF SHARES
You can redeem shares of the Funds on any Business Day without a redemption fee.
The Funds may temporarily stop redeeming their shares when the NYSE is closed or
trading on the NYSE is restricted, when an emergency exists and the Funds cannot
sell their shares or accurately determine the value of their assets, or if the
Securities and Exchange Commission orders the Funds to suspend redemptions.
The Funds redeem their shares at the net asset value next determined after the
Funds receive your redemption request. See "Pricing of Fund Shares" for a
description of the calculation of net asset value. You may redeem shares
through the Distributor or directly from the Funds through the Funds'
transfer agent.
(BULLET) By Letter. You may mail a letter requesting redemption of shares
to: The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308. Your letter should
state the name of the Fund(s) and the share class, the dollar amount or number
of shares you wish to redeem and your account number. You must sign the letter
in exactly the same way the account is registered and if there is more than one
owner of shares, all must sign. A signature guarantee is required for each
signature on your redemption letter. You can obtain a signature guarantee from
financial institutions such as commercial banks, brokers, dealers and savings
associations. A notary public cannot provide a signature guarantee.
<PAGE>
(BULLET) By Telephone or the Internet. You may redeem your shares in an
account directly registered with State Street by calling either 1-800-GABELLI
(1-800-422-3554) or 1-800-872-5365 (617-328-5000 from outside the United States)
or visiting our website at www.gabelli.com, subject to a $25,000 limitation. You
may not redeem shares held through an IRA by telephone or the Internet. If State
Street properly acts on telephone or Internet instructions and follows
reasonable procedures to protect against unauthorized transactions, neither
State Street nor the Funds will be responsible for any losses due to telephone
or Internet transactions. You may be responsible for any fraudulent telephone or
Internet order as long as State Street or the Funds takes reasonable measures to
verify the order. You may request that redemption proceeds be mailed to you by
check (if your address has not changed in the prior 30 days), forwarded to you
by bank wire or invested in another mutual fund advised by the Adviser (see
"Exchange of Shares").
1. Telephone or Internet Redemption By Check. The Funds will make checks
payable to the name in which the account is registered and normally will mail
the check to the address of record within seven days.
2. Telephone or Internet Redemption By Bank Wire. The Funds accept
telephone or Internet requests for wire redemption in amounts of at least
$1,000. The Funds will send a wire to either a bank designated on your
subscription order form or on a subsequent letter with a guaranteed signature.
The proceeds are normally wired on the next Business Day.
Automatic Cash Withdrawal Plan.
You may automatically redeem shares on a monthly, quarterly or
annual basis if you have at least $10,000 in your account and if your account is
directly registered with State Street. Call 1-800-GABELLI (1-800-422-3554) for
more information about this plan.
Involuntary Redemption. The Funds may redeem
all shares in your account (other than an IRA account) if their value falls
below $1,000 as a result of redemptions (but not as a result of a decline in net
asset value). You will be notified in writing if the Funds initiate such action
and allowed 30 days to increase the value of your account to at least $1,000.
Redemption Proceeds. A redemption request received by a Fund will be effected at
the net asset value next determined after a Fund receives the request. If you
request redemption proceeds by check, the Funds will normally mail the check to
you within seven days after receipt of your redemption request. If you purchased
your Fund(s) shares by check or through the Automatic Investment Plan, you may
not receive proceeds from your redemptions until the check clears, which may
take up to as many as 15 days following purchase. While the Funds will delay the
processing of the redemption until the check clears, your shares will be valued
at the next determined net asset value after receipt of your redemption
request.
EXCHANGE OF SHARES
You can exchange shares of the Fund(s) you hold for shares of the same class of
another fund managed by the Adviser or its affiliates based on their relative
net asset values. To obtain a list of the funds whose shares you may acquire
through an exchange call 1-800-GABELLI (1-800-422-3554). You may also exchange
your shares for shares of a money market fund managed by the Adviser or its
affiliates.
<PAGE>
In effecting an exchange:
(BULLET) you must meet the minimum investment requirements
for the fund whose shares you purchase through exchange
(BULLET) if you are exchanging to a fund with a higher sales
charge, you must pay the difference at the time of exchange
(BULLET) you may realize a taxable gain or loss
(BULLET) you should read the prospectus of the fund whose shares
you are purchasing through exchange [call 1-800-GABELLI (1-800-422-3554) to
obtain the prospectus]
You may exchange shares through the Distributor, directly
through the Funds' transfer agent or through a registered broker-dealer.
(BULLET) Exchange by Telephone. You may give exchange instructions by
telephone by calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares
by telephone if you hold share certificates.
(BULLET) Exchange by Mail. You may send a written request for exchanges to:
The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308. Your letter should
state your name, your account number, the dollar amount or number of shares you
wish to exchange, the name and class of the funds whose shares you wish to
exchange, and the name of the fund whose shares you wish to acquire.
(BULLET) Exchange through the Internet. You may also give exchange
instructions via the Internet at www.gabelli.com. You may not exchange shares
through the Internet if you hold share certificates. We may modify or terminate
the exchange privilege at any time. You will be given notice 60 days prior to
any material change in the exchange privilege.
PRICING OF FUND SHARES
The Funds' net asset value per share of the Class AAA Shares is calculated on
each Business Day. The NYSE is open Monday through Friday, but currently is
scheduled to be closed on New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent
Monday when a holiday falls on a Saturday or Sunday, respectively.
The Funds' net asset value per share of the Class AAA Shares is determined
as of the close of regular trading of the NYSE, normally 4:00 p.m., Eastern
Time. Net asset value is computed by dividing the value of the Funds' net
assets (i.e. the value of their securities and other assets less their
liabilities, including expenses payable or accrued but excluding capital
stock and surplus) by the total number of their shares outstanding at the
time the determination is made. The Funds use market quotations in
valuing their portfolio securities. Short-term investments that mature
in 60 days or less are valued at amortized cost, which the Directors of the
Funds believe represent fair value.
If the Funds have portfolio securities that are primarily listed
on foreign exchanges that trade on weekends or other days when the
Funds do not price shares, the net asset value of the Funds' shares may
change on days when shareholders will not be able to purchase or redeem the
Funds' shares.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
Dividends of net investment income and capital gains, if any, will be paid
annually, except for the Global Convertible Securities Fund which pays dividends
monthly. You may have dividends or capital gains distributions that are declared
by the Funds automatically reinvested at net asset value in additional shares of
the Funds. You will make an election to receive dividends and distributions in
cash or Fund(s) shares at the time you purchase your shares. You may change this
election by notifying the Funds in writing at any time prior to the record date
for a particular dividend or distribution. There are no sales or other charges
in connection with the reinvestment of dividends and capital gains
distributions. There is no fixed dividend rate, and there can be no assurance
that the Funds will pay any dividends or realize any capital gains.
TAX INFORMATION
The Funds expect that their distributions will consist primarily of net
investment income and net realized capital gains. Capital gains may be taxed at
different rates depending on the length of time the Funds hold the asset giving
rise to such gains. Dividends out of net investment income and distributions of
net realized short-term capital gains (i.e. gains from assets held by the Funds
for one year or less) are taxable to you as ordinary income. Distributions of
net long-term capital gains are taxable to you at long-term capital gain rates.
The Funds' distributions, whether you receive them in cash or reinvest them in
additional shares of the Funds, generally will be subject to federal, state or
local taxes. An exchange of the Funds' shares for shares of another fund will be
treated for tax purposes as a sale of the Funds' shares; and any gain you
realize on such a transaction generally will be taxable. Foreign shareholders
generally will be subject to a federal withholding tax.
This summary of tax consequences is intended for general information only.
You should consult a tax adviser concerning the tax consequences of your
investment in the Funds.
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand the
financial performance for the past five fiscal years of the Funds. The total
returns in the tables represent the rate that an investor would have earned or
lost on an investment in the Funds' Class AAA Shares. This information has been
audited by Grant Thornton, LLP, independent auditors, whose report along with
the Funds' financial statements and related notes are included in the annual
report, which is available upon request.
<PAGE>
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
Per share amounts for the Fund's Class AAA Shares outstanding throughout each
fiscal year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Operating performance:
Net asset value, beginning of period $ 16.62 $ 13.32 $ 11.28 $ 11.12 $ 9.73
------------------------ ------------ ------------ ------------
Net investment income 0.05 0.01 0.00(a) 0.05 0.06
Net realized and unrealized gain
on investments 13.22 4.60 3.59 0.95 1.51
------------------------ ------------ ------------ ------------
Total from investment operations 13.27 4.61 3.59 1.00 1.57
------------------------ ------------ ------------ ------------
Distributions to shareholders:
Net investment income (0.05) (0.01) -- (0.05) (0.06)
Net realized gain on investments (2.88) (1.30) (1.55) (0.79) (0.12)
In excess of net realized gain
on investments (0.01) -- -- -- --
------------------------ ------------ ------------ ------------
Total distributions (2.94) (1.31) (1.55) (0.84) (0.18)
------------------------ ------------ ------------ ------------
Net asset value, end of period $ 26.95 $ 16.62 $ 13.32 $ 11.28 $ 11.12
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Total return(DAGGER) 80.3% 34.8% 31.9% 9.0% 16.2%
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Ratios to average net assets and supplemental data:
Net assets, end of period (in 000's) $460,483 $170,063 $117,872 $108,544 $122,845
Ratio of net investment loss to
average net assets 0.28% 0.08% 0.01% 0.34% 0.53%
Ratio of operating expenses to
average net assets(b) 1.48% 1.60% 1.78% 1.72% 1.75%
Portfolio turnover rate 60% 20% 9% 7% 24%
- ----------------
(DAGGER) Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the period
including reinvestment of dividends.
(a) Amount represents less than $0.005 per share.
(b) The Fund incurred interest expense during the year ended December 31, 1997.
If interest expense had not been incurred, the ratio of operating expenses
to average net assets would have been 1.74%.
</TABLE>
<PAGE>
THE GABELLI GLOBAL GROWTH FUND
Per share amounts for the Fund's Class AAA Shares outstanding throughout each
fiscal year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Operating performance:
Net asset value, beginning of period $ 16.99 $ 14.28 $ 11.75 $ 11.72 $ 10.25
------------------------ ------------ ------------ ------------
Net investment income (loss) (0.13) 0.11 (0.07) (0.09) (0.01)
Net realized and unrealized gain
on investments 19.77 3.98 4.97 1.56 1.84
------------------------ ------------ ------------ ------------
Total from investment operations 19.64 4.09 4.90 1.47 1.83
------------------------ ------------ ------------ ------------
Distributions to shareholders:
Net investment income -- (0.11) -- -- --
In excess of net investment income (0.00)(a) -- -- (1.44) (0.36)
Net realized gain on investments (1.46) (1.23) (2.37) -- --
In excess of net realized gain
on investments -- (0.04) -- -- --
------------------------ ------------ ------------ ------------
Total distributions (1.46) (1.38) (2.37) (1.44) (0.36)
------------------------ ------------ ------------ ------------
Net asset value, end of period $ 35.17 $ 16.69 $ 14.28 $ 11.75 $ 11.72
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Total return(DAGGER) 116.1% 28.9% 41.7% 12.5% 17.9%
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Ratios to average net assets and supplemental data:
Net assets, end of period (in 000's) $447,769 $73,999 $40,558 $37,779 $31,439
Ratio of net investment income (loss)
to average net assets (0.85)% 0.66% (0.61)% (0.70)% (0.07)%
Ratio of operating expenses
to average net assets (b) 1.58% 1.66% 1.78% 2.06% 2.47%
Portfolio turnover rate 63% 105% 68% 47% 33%
- ----------------
(DAGGER) Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the period
including reinvestment of dividends.
(a) Amount represents less than $0.005 per share.
(b) The Fund incurred interest expense during the years ended December 31,
1999, 1998 and 1997. If interest expense had not been incurred, the ratios
of operating expenses to average net assets would have been 1.55%, 1.63%
and 1.64%, respectively.
</TABLE>
<PAGE>
<PAGE>
THE GABELLI GLOBAL OPPORTUNITY FUND
Per share amounts for the Fund's Class AAA Shares outstanding throughout each
fiscal year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998(DAGGER)
------- -------
Operating performance:
Net asset value, beginning of period $ 10.55 $10.00
------------ ------------
Net investment income 0.03 0.09
Net realized and unrealized gain on investments 8.30 0.91
------------ ------------
Total from investment operations 8.33 1.00
------------ ------------
Distributions to shareholders:
Net investment income -- (0.09)
In excess of net investment income -- (0.06)
Net realized gain on investments (0.82) (0.30)
In excess of net realized gain on investments (0.03) --
------------ ------------
Total distributions (0.85) (0.45)
------------ ------------
Net asset value, end of period $ 18.03 $10.55
------------ ------------
------------ ------------
Total return(DAGGER)(DAGGER) 79.2% 10.1%
------------ ------------
------------ ------------
Ratios to average net assets and supplemental data:
Net assets, end of period (in 000's) $26,779 $5,866
Ratio of net investment income to average net assets 0.36% 1.72%(a)
Ratio of operating expenses to average
net assets before reimbursement (b) 1.97% 4.77%(a)
Ratio of operating expenses to average
net assets net of reimbursement (c) 1.03% 1.00%(a)
Portfolio turnover rate 49% 127%
- ----------------
(DAGGER) From commencement of investment operations on May 11, 1998.
(DAGGER)(DAGGER) Total return represents aggregate total return of a
hypothetical $1,000 investment at the beginning of the period and sold at the
end of the period including reinvestment of dividends. Total return for the
period of less than one year is not annualized. (a) Annualized.
(b) During the period ended December 31, 1998 and 1999, the Adviser
voluntarily reimbursed certain expenses. If such expense reimbursement had
not occurred, the ratio of operating expenses to average net assets would
have been as shown.
(c) The Fund incurred interest expense during the year ended
December 31, 1999. If interest expense had not been incurred, the ratio of
operating expenses to average net assets net of reimbursement would have been
1.00%
</TABLE>
<PAGE>
THE GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
Per share amounts for the Fund's Class AAA Shares outstanding throughout each
fiscal year ended December 31,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
Operating performance:
Net asset value, beginning of period $ 10.12 $ 9.39 $10.18 $ 10.79 $9.93
------------------------ ------------ ------------ ------------
Net investment income (loss) (0.18) (0.12) 0.11 0.43 0.39
Net realized and unrealized gain
on investments 5.33 0.93 0.17 0.16 0.86
------------------------ ------------ ------------ ------------
Total from investment operations 5.15 0.81 0.28 0.59 1.25
------------------------ ------------ ------------ ------------
Distributions to shareholders:
Net investment income -- -- (0.14) (0.43) (0.39)
In excess of net investment income (0.03) (0.01) -- -- --
Net realized gain on investments (1.36) (0.07) (0.90) (0.77) --
In excess of net realized gains
on investments -- -- (0.03) -- --
------------------------ ------------ ------------ ------------
Total distributions (1.39) (0.08) (1.07) (1.20) (0.39)
------------------------ ------------ ------------ ------------
Net asset value, end of period $ 13.88 $10.12 $ 9.39 $ 10.18 $10.79
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Total return(DAGGER) 51.1% 8.6% 2.8% 5.5% 12.6%
------------------------ ------------ ------------ ------------
------------------------ ------------ ------------ ------------
Ratios to average net assets and supplemental data:
Net assets, end of period (in 000's) $17,593 $7,326 $9,375 $13,527 $15,742
Ratio of net investment income (loss)
to average net assets (2.29)% (1.00)% 1.17% 2.00% 2.90%
Ratio of operating expenses
to average net assets (a) 2.44% 2.63% 2.48% 2.35% 2.41%
Portfolio turnover rate 151% 89% 100% 126% 152%
- ----------------
(DAGGER) Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the period
including reinvestment of dividends.
(a) The Fund incurred interest expense during the years ended
December 31, 1999 and 1997. If interest expense had not been incurred, the
ratios of operating expenses to average net assets would have
been 2.42% and 2.46%, respectively. In addition, the ratio for the year ended
December 31, 1997 does not include a reduction of expenses for custodian fee
credits. Including such credits, the ratio would have been 2.47%.
</TABLE>
27
<PAGE>
Gabelli Global Series Funds, Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
Class AAA Shares
For More Information:
For more information about the Funds, the following documents are available free
upon request:
Annual/Semi-annual Reports:
The Funds' semi-annual and annual reports to shareholders contain additional
information on the Funds' investments. In the Funds' annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected the Funds' performance during their last fiscal year.
Statement of Additional Information (SAI): The SAI provides more detailed
information about the Funds, including their operations and investments
policies. It is incorporated by reference, and is legally considered a part of
this prospectus.
You can get free copies of these documents and prospectuses of
other funds in the Gabelli family, or request other
information and discuss your questions about the Funds by
contacting:
Gabelli Global Series Funds, Inc.
One Corporate Center
Rye, NY 10580
Telephone: 1-800-GABELLI (1-800-422-3554)
www.gabelli.com
You can review the Funds' reports and SAI at the Public Reference Room of the
Securities and Exchange Commission. Information on the operation of the Public
Reference Room may be obtained by calling the Commission at 1-202-942-8090.
You can get text-only copies:
(BULLET) For a fee, by writing the Commission's Public Reference
Section, Washington, D.C. 20549-0102 or by calling 1-202-942-8090,
or by electronic request at the following email address:
[email protected].
(BULLET) Free from the Commission's Website at http://www.sec.gov
(Investment Company Act file no. 811-7896)
Gabelli Global Series Funds, Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
One Corporate Center
Rye, New York 10580-1434
1-800-GABELLI
[1-800-422-3554]
fax: 1-914-921-5118
http://www.gabelli.com
e-mail: [email protected]
(Net Asset Value may be obtained daily by calling
1-800-GABELLI after 6:00 p.m.)
Questions?
Call 1-800-GABELLI
or your investment representative.
Gabelli
Global
Series
Funds,
Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
Class A, B, C Shares
PROSPECTUS
March 9, 2000
The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.
<PAGE>
Gabelli Global Series Funds, Inc. Table of Contents
Introduction
-----------------------------------------------------------------------------
3
Investment and Performance Summary
------------------------------------------------------------------------------
3
More Investment and Risk Information
------------------------------------------------------------------------------
18
Management of the Funds
------------------------------------------------------------------------------
21 - 22
- ------------------------------------------------------------------------------
22 Classes of Shares
27 Purchase of Shares
28 Redemption of Shares
29 Exchange of Shares
30 Pricing of Fund Shares
30 Dividends and Distributions
31 Tax Information
Financial Highlights
- -------------------------------------------------------------------------------
31
<PAGE>
INTRODUCTION
Gabelli Global Series Funds, Inc. currently offers the following four separate
investment portfolios (each a "Fund" and collectively, the "Funds"):
(BULLET) The Gabelli Global Telecommunications Fund (the "Global
Telecommunications Fund")
(BULLET) The Gabelli Global Growth Fund (the "Global Growth Fund")
(BULLET) The Gabelli Global Opportunity Fund (the "Global Opportunity
Fund")
(BULLET) The Gabelli Global Convertible Securities Fund (the "Global
Convertible Securities Fund")
Each Fund is advised by Gabelli Funds, LLC (the "Adviser"). Each Fund's
investment objective cannot be changed without shareholder approval.
INVESTMENT AND PERFORMANCE SUMMARY
GLOBAL TELECOMMUNICATIONS FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least 65% of its
total assets in common stocks of companies in the telecommunications industry
which the Adviser believes are likely to have rapid growth in revenues
and earnings and potential for above average capital appreciation or are
undervalued. The Fund invests primarily in common stocks of foreign and domestic
small capitalization, mid capitalization and large capitalization issuers. The
Fund may invest without limitation in securities of foreign issuers and will
invest in securities of issuers located in at least three countries. In
selecting investments, the Adviser also considers the market price of the
issuer's securities, its balance sheet characteristics and the perceived
strength of its management.
The telecommunications companies in which the
Fund may invest are engaged in the following products or services: regular
telephone service throughout the world, wireless communications services and
equipment, including cellular telephone, microwave and satellite communications,
paging, and other emerging wireless technologies; equipment and services for
both data and voice transmission, including computer hardware and software;
electronic components and communications equipment; video conferencing;
electronic mail; local and wide area networking, and linkage of data and word
processing systems; publishing and information systems; video text and teletext;
emerging technologies combining television, telephone and computer systems;
broadcasting, including television and radio via VHF, UHF, satellite and
microwave transmission and cable television.
<PAGE>
Principal Risks:
The Fund's share price will fluctuate with changes in the market value of the
Fund's portfolio securities. Stocks are subject to market, economic and business
risks that cause their prices to fluctuate. Consequently, you can lose money by
investing in the Fund. The Fund also may underperform other investments or some
of the Fund's holdings may underperform its other holdings. The investment
policies of the Fund may lead to a higher portfolio turnover rate and
correspondingly higher expenses which could negatively affect the Fund's
performance. As the Fund is non-diversified, it will have the ability to invest
a larger portion of its assets in a single issuer than would be the case if it
were diversified. As a result, the Fund may experience greater fluctuation in
net asset value ("NAV") than funds which invest in a broad range of issuers. In
addition, the Fund concentrates its investments in the telecommunications
industry which is subject to governmental regulation and a greater price
volatility than the overall market and sells products and services that may be
subject to rapid obsolescence resulting from changing consumer tastes, intense
competition and strong market reactions to technological development.
Moreover, the Fund may invest a substantial portion of its assets in foreign
securities which involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. In
addition, the costs of buying, selling and holding foreign securities may be
greater than for U.S. securities and foreign securities often trade in
currencies other than the U.S. dollar and an increase in the value of the U.S.
dollar relative to a foreign currency may cause the value of the Fund's
investments in securities denominated in that currency to decline.
Who May Want to Invest:
The Fund may appeal to you if:
(BULLET) you are seeking a long-term goal such as retirement
(BULLET) you are looking to add a growth component to your portfolio
(BULLET) you are willing to accept higher risks of investing in
the stock market in exchange for long-term returns
(BULLET) you are looking to diversify your investments outside the United
States
You may not want to invest in the Fund if:
(BULLET) you are seeking monthly income
(BULLET) you are pursuing a short-term goal or investing emergency
reserves
(BULLET) you are seeking safety of principal
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
<PAGE>
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1994), and by showing how the Fund's average annual returns for the
one year, five years and life of the Fund compare to those of a broad-based
securities market index. As with all mutual funds, the Fund's past performance
does not predict how each Fund will perform in the future. Both the chart and
the table assume reinvestment of dividends and distributions.
GLOBAL TELECOMMUNICATIONS FUND*
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
-3.7% 16.2% 9.0% 31.9% 34.8% 80.27%
1994 1995 1996 1997 1998 1999
- ------------------------
* The bar chart above shows the total returns for Class AAA Shares (not
including sales load). The Class A, Class B and Class C Shares are new classes
of the Fund for which performance is not yet available. The Class AAA Shares of
the Fund are offered in a separate prospectus. The returns for the Class A,
Class B and Class C Shares will be substantially similar to those of the Class
AAA Shares shown in the chart above because all shares of the Fund are invested
in the same portfolio of securities. The annual returns of the different classes
of shares will differ only to the extent that the expenses of the classes
differ.
Class A, B and C Share sales loads are not reflected in the above chart.
If sales loads were reflected, the Fund's returns would be less than those
shown. During the period shown in the bar chart, the highest return for a
quarter was 30.93% (quarter ended December 31, 1999) and the lowest return for a
quarter was (10.73)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since November 1,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1993*
- ------------------------------------------------------------------- ------------- --------------
- -------------
Global Telecommunications Fund
Class AAA Shares 80.3% 32.3% 25.3%
Salomon Smith Barney Global
Telecommunications Index** 75.8% 33.1% 24.2%
Morgan Stanley Capital International
World Free Index*** 26.8% 19.2% 16.2%
- ------------------------
* From November 1, 1993, the date that the Fund commenced investment operations.
** The Salomon Smith Barney Global Telecommunications Index is a widely
recognized, unmanaged index composed of global equity securities of companies in
the telecommunications industry. The Index figures do not reflect any fees and
expenses.
*** The Morgan Stanley Capital International World Free Index is an
unmanaged index composed of all developed markets in the world. The Index
figures do not reflect fees and expenses.
</TABLE>
Fees and Expenses of the Fund:
These tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A Class B Class C
Shares Shares Shares
--------- --------- ---------
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption price4) None2 5.00%3 1.00%3
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00% 1.00% 1.00%
Distribution and Service (Rule 12b-1) Expenses 0.25% 1.00% 1.00%
Other Expenses 0.23% 0.23% 0.23%
--------- --------- ---------
Total Annual Operating Expenses 1.48% 2.23% 2.23%
--------- --------- ---------
--------- --------- ---------
- ------------------------
1 The sales charge declines as the amount invested increases.
2 If no sales charge was paid at the time of purchase as part of an investment
that is greater than $2,000,000, shares redeemed within 24 months of such
purchase may be subject to a deferred sales charge of 1.00%.
3 The Fund imposes a sales charge upon redemption of Class B Shares if you
sell your shares within seventy-two months after purchase. The sales
charge declines the longer the investment remains in the Fund. A maximum
sales charge of 1.00% applies to redemptions of Class C Shares within
twenty-four months after purchase.
4 "Redemption price" equals the net asset value at the time of investment
or redemption, whichever is lower.
</TABLE>
Expense Example: This example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds. The example assumes (1) you invest $10,000 in
the Fund for the time periods shown, (2) you redeem your shares at the end of
those periods except as noted, (3) your investment has a 5% return each year and
(4) the Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
---------------- ------------ ---------------- --------------
Class A Shares.............................. $717 $1,016 $1,336 $2,242
Class B Shares..............................
- assuming redemption.................. $726 $997 $1,395 $2,376
- assuming no redemption............... $226 $697 $1,195 $2,376
Class C Shares
- assuming redemption.................. $326 $697 $1,195 $2,565
- assuming no redemption............... $226 $697 $1,195 $2,565
</TABLE>
GLOBAL GROWTH FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least
65% of its total assets in common stocks of companies involved with
entertainment and media, publishing and communications. The Fund invests
primarily in common stocks of foreign and domestic small capitalization, mid
capitalization and large capitalization issuers. The Fund may invest without
limitation in securities of foreign issuers and will invest in securities of
issuers located in at least three countries. To achieve the Fund's primary
objective of capital appreciation, the Adviser employs a disciplined investment
program focusing on the globalization and interactivity of the world's market
place. The Fund invests in companies at the forefront of accelerated growth. The
Adviser strives to find reasonably valued businesses exhibiting creativity to
adapt to the changing environment. Additionally, the Adviser looks for solid
franchises, ideally with unique copyrights that can add to overall value
creation. And lastly, the Adviser likes growth and therefore looks to businesses
involved in the ever-evolving communication revolution. Looking forward, the
Adviser continues to believe that the dominant companies of tomorrow will be
conducting a major portion of their business via the Internet within the next
five years
In selecting investments, the Adviser seeks companies participating
in emerging technological advances in interactive services and products (i.e.,
computer software) that are accessible to individuals in their homes or offices
through consumer electronics content based devices such as telephones,
televisions, radios and personal computers. The Fund will invest in companies
which the Adviser believes are likely to have rapid growth in revenues and
earnings and potential for above average capital appreciation or are
undervalued. In addition, the Adviser also considers the market price of the
issuer's securities, its balance sheet characteristics and the perceived
strength of its management.
The entertainment, media and publishing companies in
which the Fund may invest are engaged in providing the following products or
services: the creation, packaging, distribution, and ownership of entertainment
programming throughout the world including pre-recorded music, feature length
motion pictures, made for T.V. movies, television series, documentaries,
animation, game shows, sports programming and news programs; live events such as
professional sporting events or concerts, theatrical exhibitions, television and
radio broadcasting via VHF, UHF, satellite and microwave transmission, cable
television systems and programming, broadcast and cable networks, wireless cable
television and other emerging distribution technologies, home video, interactive
and multimedia programming including home shopping and multiplayer games;
electronic commerce and internet services; publishing, including newspapers,
magazines and books, advertising agencies and niche advertising mediums such as
in-store or direct mail, emerging technologies combining television, telephone
and computer systems, computer hardware and software, and equipment used in the
creation and distribution of entertainment programming such as that required in
the provision of broadcast, cable or telecommunications services.
The
communications companies in which the Fund may invest are engaged in the
development, manufacture or sale of communications services or equipment
throughout the world including the following products or services: regular
telephone service; wireless communications services and equipment, including
cellular telephone, microwave and satellite communications, paging, and other
emerging wireless technologies; equipment and services for both data and voice
transmission, including computer hardware and software; electronic components
and communications equipment; video conferencing; electronic mail; local and
wide area networking, and linkage of data and word processing systems;
publishing and information systems; video text and teletext; emerging
technologies combining television,
<PAGE>
telephone and computer systems; broadcasting, including television and radio via
VHF, UHF, satellite and microwave transmission and cable television.
Principal Risks:
The Fund's share price will fluctuate with changes in the
market value of the Fund's portfolio securities. Stocks are subject to market,
economic and business risks that cause their prices to fluctuate. Consequently,
you can lose money by investing in the Fund. The Fund also may underperform
other investments or some of the Fund's holdings may underperform its other
holdings. The investment policies of the Fund may lead to a higher portfolio
turnover rate and correspondingly higher expenses which could negatively affect
the Fund's performance. As the Fund is non-diversified, it will have the ability
to invest a larger portion of its assets in a single issuer than would be the
case if it were diversified. As a result, the Fund may experience greater
fluctuation in NAV than funds which invest in a broad range of issuers. In
addition, the Fund concentrates its investments in specific industries which are
subject to governmental regulation and a greater price volatility than the
overall market and sell products and services that may be subject to rapid
obsolescence resulting from changing consumer tastes, intense competition and
strong market reactions to technological development. Many countries also impose
various types of ownership restrictions on investments both in mass media
companies, such as broadcasters and cable operators, as well as in common
carrier companies, such as the providers of local telephone service and cellular
radio.
Moreover, the Fund may invest a substantial portion of its assets in
foreign securities which involve risks relating to political, social and
economic developments abroad, as well as risk resulting from the differences
between the regulations to which U.S. and foreign issuers and markets are
subject. In addition, the costs of buying, selling and holding foreign
securities may be greater than for U.S. securities and foreign securities often
trade in currencies other than the U.S. dollar and an increase in the value of
the U.S. dollar relative to a foreign currency may cause the value of the Fund's
investments in securities denominated in that currency to decline.
Who May Want to Invest: The Fund may appeal to you if:
(BULLET) you are seeking a long-term goal such as retirement
(BULLET) you are looking to add a growth component to your portfolio
(BULLET) you are willing to accept higher risks of investing in
the stock market in exchange for long-term returns
(BULLET) you are looking to diversify your investments outside the United
States
You may not want to invest in the Fund if:
(BULLET) you are seeking monthly income
(BULLET) you are pursuing a short-term goal or investing emergency
reserves
(BULLET) you are seeking safety of principal
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance:
The bar chart and table shown below provides an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1995), and by showing how the Fund's average annual returns for the
one year, five years and the life of the Fund compare to those of a broad-based
securities market index. As with all mutual funds, the Fund's past performance
does not predict how the Fund will perform in the future. Both the chart and the
table assume reinvestment of dividends and distributions.
GLOBAL GROWTH FUND*
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
17.9% 12.5% 41.7% 28.9% 116.06%
1995 1996 1997 1998 1999
- ------------------------
* The bar chart above shows the total returns for Class AAA Shares (not
including sales load). The Class A, Class B and Class C Shares are new classes
of the Fund for which performance is not yet available. The Class AAA Shares of
the Fund are offered in a separate prospectus. The returns for the Class A,
Class B and Class C Shares will be substantially similar to those of the Class
AAA Shares shown in the chart above because all shares of the Fund are invested
in the same portfolio of securities. The annual returns of the different classes
of shares will differ only to the extent that the expenses of the classes
differ.
Class A, B and C Share sales loads are not reflected in the above chart.
If sales loads were reflected, the Fund's returns would be less than those
shown. During the period shown in the bar chart, the highest return for a
quarter was 47.36% (quarter ended December 31, 1999) and the lowest return for a
quarter was (12.77)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since February 7,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1994*
- ------------------------------------------------------------------- ------------- --------------
- -------------
Global Growth Fund Class AAA Shares 116.1% 39.3% 32.9%
Morgan Stanley Capital International
World Free Index** 26.8% 19.2% 15.8%
Lipper Global Fund Average*** 36.1% 19.2% 15.1%
- ------------------------
* From February 7, 1994, the date the Fund commenced investment operations.
** The Morgan Stanley Capital International World Free Index is an unmanaged
index composed of all developed markets in the world. The Index figures do not
reflect fees and expenses.
*** The Lipper Global Fund Average is an unmanaged
index composed of global equity mutual funds, as tracked by Lipper, Inc.
</TABLE>
Fees and Expenses of the Fund:
These tables describe the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A Class B Class C
Shares Shares Shares
--------- --------- ---------
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption price4) None2 5.00%3 1.00%3
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00% 1.00% 1.00%
Distribution and Service (Rule 12b-1) Expenses 0.25% 1.00% 1.00%
Other Expenses 0.33% 0.33% 0.33%
----------- ----------- -----------
Total Annual Operating Expenses 1.58% 2.33% 2.33%
----------- ----------- -----------
----------- ----------- -----------
- ------------------------
1 The sales charge declines as the amount invested increases.
2 If no sales charge was paid at the time of purchase as part of an investment
that is greater than $2,000,000, shares redeemed within 24 months of such
purchase may be subject to a deferred sales charge of 1.00%.
3 The Fund imposes a sales charge upon redemption of Class B Shares if you
sell your shares within seventy-two months after purchase. The sales charge
declines the longer the investment remains in the Fund. A maximum sales
charge of 1.00% applies to redemptions of Class C Shares within
twenty-four months after purchase.
4 "Redemption price" equals the net asset value at the time of investment
or redemption, whichever is lower.
</TABLE>
Expense Example:
This example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds. The example assumes (1) you invest $10,000 in
the Fund for the time periods shown, (2) you redeem your shares at the end of
those periods except as noted, (3) your investment has a 5% return each year and
(4) the Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
---------------- --------------- -------------- --------------
Class A Shares.............................. $726 $1,045 $1,386 $2,345
Class B Shares..............................
- assuming redemption.................. $736 $1,027 $1,445 $2,479
- assuming no redemption............... $236 $727 $1,245 $2,479
Class C Shares
- assuming redemption.................. $336 $727 $1,245 $2,666
- assuming no redemption............... $236 $727 $1,245 $2,666
</TABLE>
GLOBAL OPPORTUNITY FUND
Investment Objective:
The Fund primarily seeks to provide investors with appreciation of capital.
Current income is a secondary objective of the Fund.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest at least
65% of its total assets in common stock of companies which the Adviser believes
are likely to have rapid growth in revenues and earnings and potential for above
average capital appreciation or are undervalued.
The Fund invests primarily in
common stocks of foreign and domestic small capitalization, mid capitalization
and large capitalization issuers. The Fund may invest without limitation in
securities of foreign issuers and will invest in securities of issuers located
in at least three countries.
Principal Risks:
The Fund's share price
will fluctuate with changes in the market value of the Fund's portfolio
securities. Stocks are subject to market, economic and business risks that cause
their prices to fluctuate. Consequently, you can lose money by investing in the
Fund. The Fund also may underperform other investments or some of the Fund's
holdings may underperform its other holdings. The investment policies of the
Fund may lead to a higher portfolio turnover rate and correspondingly higher
expenses which could negatively affect the Fund's performance. As the Fund is
non-diversified, it will have the ability to invest a larger portion of its
assets in a single issuer than would be the case if it were diversified. As a
result, the Fund may experience greater fluctuation in NAV than funds which
invest in a broad range of issuers.
Moreover, the Fund may invest a substantial
portion of its assets in foreign securities which involve risks relating to
political, social and economic developments abroad, as well as risks resulting
from the differences between the regulations to which U.S. and foreign issuers
and markets are subject. In addition, the costs of buying, selling and holding
foreign securities may be greater than for U.S. securities and foreign
securities often trade in currencies other than the U.S. dollar and an increase
in the value of the U.S. dollar relative to a foreign currency may cause the
value of the Fund's investments in securities denominated in that currency to
decline.
Who May Want to Invest:
The Fund may appeal to you if:
(BULLET) you are seeking a long-term goal such as retirement
(BULLET) you are looking to add a growth component to your portfolio
(BULLET) you are willing to accept higher risks of investing in
the stock market in exchange for long-term returns
(BULLET) you are looking to diversify your investments outside the United
States
You may not want to invest in the Fund if:
(BULLET) you are seeking monthly income
(BULLET) you are pursuing a short-term goal or investing emergency
reserves
(BULLET) you are seeking safety of principal
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
Performance:
The bar chart and table shown below provide an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1999), and by showing how the Fund's average annual returns for the
one year and life of the Fund compare to those of a broad-based securities
market index. As with all mutual funds, the Fund's past performance does not
predict how the Fund will perform in the future. Both the chart and the table
assume reinvestment of dividends and distributions.
GLOBAL OPPORTUNITY FUND*
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
79.21%
1999
- ------------------------
* The bar chart above shows the total returns for Class AAA Shares (not
including sales load). The Class A, Class B and Class C Shares are new classes
of the Fund for which performance is not yet available. The Class AAA Shares of
the Fund are offered in a separate prospectus. The returns for the Class A,
Class B and Class C Shares will be substantially similar to those of the Class
AAA Shares shown in the chart above because all shares of the Fund are invested
in the same portfolio of securities. The annual returns of the different classes
of shares will differ only to the extent that the expenses of the classes
differ.
Class A, B and C Share sales loads are not reflected in the above chart.
If sales loads were reflected, the Fund's returns would be less than those
shown. During the period shown in the bar chart, the highest return for a
quarter was 38.92% (quarter ended December 31, 1999) and the lowest return for a
quarter was (5.28)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C>
Average Annual Total Returns Since May 11,
(for the periods ended December 31, 1999) Past One Year 1998*
- ------------------------------------------------------------------- --------------------------
Global Opportunity Fund Class AAA Shares 79.2% 51.2%
Morgan Stanley Capital International
World Free Index** 26.8% 20.1%
Lipper Global Fund Average*** 36.1% 19.8%
- ------------------------
* From May 11, 1998, the date the Fund commenced investment operations.
** The Morgan Stanley Capital International World Free Index is an unmanaged
index composed of all developed markets in the world. The Index figures do not
reflect fees and expenses.
*** The Lipper Global Fund Average is an unmanaged
index composed of global equity mutual funds, as tracked by Lipper, Inc.
</TABLE>
Fees and Expenses of the Fund:
These tables describe the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A Class B Class C
Shares Shares Shares
--------- --------- ---------
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption price4) None2 5.00%3 1.00%3
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00% 1.00% 1.00%
Distribution and Service (Rule 12b-1) Expenses 0.25% 1.00% 1.00%
Other Expenses 0.72% 0.72% 0.72%
--------- --------- ---------
Total Annual Operating Expenses 1.97% 2.72% 2.72%
--------- --------- ---------
Fee Waiver and Expense Reimbursement5 (0.47)% (0.47)% (0.47)%
--------- --------- ---------
Net Annual Operating Expenses5 1.50% 2.25% 2.25%
--------- --------- ---------
--------- --------- ---------
- ------------------------
1 The sales charge declines as the amount invested increases.
2 If no sales charge was paid at the time of purchase as part of an investment
that is greater than $2,000,000, shares redeemed within 24 months of such
purchase may be subject to a deferred sales charge of 1.00%.
3 The Fund imposes a sales charge upon redemption of Class B Shares if you
sell your shares within seventy-two months after purchase. The sales
charge declines the longer the investment remains in the Fund. A maximum
sales charge of 1.00% applies to
redemptions of Class C Shares within twenty-four months after purchase.
4 "Redemption price" equals the net asset value at the time of investment
or redemption, whichever is lower.
5 The Adviser has agreed to waive its investment
advisory fees and/or to reimburse expenses of the Fund to the extent necessary
to maintain the Total Annual Operating Expenses (excluding brokerage, interest,
taxes, and extraordinary expenses) at no more than 1.50%, 2.25% and 2.25% for
Class A, B and C shares, respectively, through December 31, 2000. In addition,
the Fund has agreed, during the two-year period following any waiver or
reimbursement by the Adviser, to repay such amount to the extent, after giving
effect to the repayment, such adjusted Total Annual Operating Expenses would not
exceed 1.50% on an annualized basis.
</TABLE>
Expense Example:
This example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds. The example assumes (1) you invest $10,000 in
the Fund for the time periods shown, (2) you redeem your shares at the end of
those periods except as noted, (3) your investment has a 5% return each year and
(4) the Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
------------------ ---------------- --------------- -------------
Class A Shares.............................. $719 $1,115 $1,535 $2,703
Class B Shares
- assuming redemption.................. $728 $1,100 $1,598 $2,836
- assuming no redemption............... $228 $800 $1,398 $2,836
Class C Shares
- assuming redemption.................. $328 $800 $1,398 $3,017
- assuming no redemption............... $228 $800 $1,398 $3,017
</TABLE>
GLOBALCONVERTIBLE SECURITIESFUND
Investment Objective:
The Fund seeks to provide investors with a high level of total return through a
combination of current income and appreciation of capital.
Principal Investment Strategies:
Under normal market conditions, the Fund will invest
at least 65% of its total assets in convertible securities. Convertible
Securities are bonds, debentures, corporate notes, preferred stocks and other
similar securities which are convertible or exchangeable for common stock within
a particular time period at a specified price or formula, of foreign and
domestic companies. The Adviser believes that certain characteristics of
convertible securities make them appropriate investments for a fund seeking a
high level of total return on its assets. These characteristics include the
potential for capital appreciation if the value of the underlying common stock
increases, the relatively high yield received from preferred dividend or
interest payments as compared to common stock dividends and the decreased risk
of decline in value relative to common stock due to the fixed income nature of
convertible securities. The Fund may invest without limit in securities that are
not considered investment grade and that accordingly have greater risk of loss
of principal and interest.
Principal Risks:
The Fund's share price will
fluctuate with changes in the market value of the Fund's portfolio securities.
Preferred stock and debt securities convertible into or exchangeable for common
or preferred stock also are subject to interest rate risk and/or credit risk.
When interest rates rise, the value of such securities generally declines. It is
also possible that the issuer of a security will not be able to make interest
and principal payments when due. In addition, the Fund may invest in lower
credit quality securities which may involve major risk exposures such as
increased sensitivity to interest rate and economic changes and limited
liquidity. Consequently, you can lose money by investing in the Fund. The Fund
also may underperform other investments or some of the Fund's holdings may
underperform its other holdings. The investment policies of the Fund may lead to
a higher portfolio turnover rate and correspondingly higher expenses which could
negatively affect the Fund's performance. As the Fund is non-diversified, it
will have the ability to invest a larger portion of its assets in a single
issuer than would be the case if it were diversified. As a result, the Fund may
experience greater fluctuation in NAV than funds which invest in a broad range
of issuers.
<PAGE>
Moreover, the Fund may invest a substantial portion of its assets in foreign
securities which involve risks relating to political, social and economic
developments abroad, as well as risks resulting from the differences between the
regulations to which U.S. and foreign issuers and markets are subject. In
addition, the costs of buying, selling and holding foreign securities may be
greater than for U.S. Securities and foreign securities often trade in
currencies other than the U.S. dollar and an increase in the value of the U.S.
dollar relative to a foreign currency may cause the value of the Fund's
investments in securities denominated in that currency to decline.
Who May Want to Invest:
The Fund may appeal to you if:
(BULLET) you are seeking a long-term goal such as retirement
(BULLET) you are looking to add a growth component to your portfolio
(BULLET) you are willing to accept higher risks of investing
in the stock market in exchange for long-term returns
(BULLET) you are looking to diversify your investments outside the
United States
(BULLET) you are seeking monthly distributions
You may not want to invest in the Fund if:
(BULLET) you are pursuing a short-term goal or investing emergency
reserves
(BULLET) you are seeking safety of principal
An investment in the Fund is not a deposit of a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
<PAGE>
Performance:
The bar chart and table shown below provides an indication of the risks of
investing in the Fund by showing changes in the Fund's performance from year to
year (since 1995), and by showing how the Fund's average annual returns for the
one year, five years and the life of the Fund compare to those of a broad-based
securities market index. As with all mutual funds, the Fund's past performance
does not predict how the Fund will perform in the future. Both the chart and the
table assume reinvestment of dividends and distributions.
GLOBAL CONVERTIBLE SECURITIES FUND*
[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
12.6% 5.5% 2.8% 8.6% 51.1%
1995 1996 1997 1998 1999
- ------------------------
* The bar chart above shows the total returns for Class AAA Shares (not
including sales load). The Class A, Class B and Class C Shares are new classes
of the Fund for which performance is not yet available. The Class AAA Shares of
the Fund are offered in a separate prospectus. The returns for the Class A,
Class B and Class C Shares will be substantially similar to those of the Class
AAA Shares shown in the chart above because all shares of the Fund are invested
in the same portfolio of securities. The annual returns of the different classes
of shares will differ only to the extent that the expenses of the classes
differ.
Class A, B and C Share sales loads are not reflected in the above chart.
If sales loads were reflected, the Fund's returns would be less than those
shown. During the period shown in the bar chart, the highest return for a
quarter was 20.31% (quarter ended December 31, 1999) and the lowest return for a
quarter was (12.26)% (quarter ended September 30, 1998).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual Total Returns Since February 3,
(for the periods ended December 31, 1999) Past One Year Past Five Years 1994*
- ------------------------------------------------------------------- ------------- --------------
- -------------
Global Convertible Securities Fund
Class AAA Shares 51.1% 14.9% 12.7%
Warburg Dillon Read Global
Convertible Index** 35.7% 16.3% 12.2%
Lipper Convertible Securities Fund Average*** 30.8% 17.6% 13.2%
- ------------------------
* From February 3, 1994, the date the Fund commenced investment operations.
** The Warburg Dillon Read Global Convertible Index is composed of global
convertible securities. The Index figures do not reflect fees and expenses.
*** The Lipper Convertible Securities Fund Average represents an unmanaged
index composed of all convertible securities mutual funds, as tracked by
Lipper, Inc.
</TABLE>
<PAGE>
Fees and Expenses of the Fund:
These tables describe the fees and expenses that you may pay if you buy and
hold shares of the Fund.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Class A Class B Class C
Shares Shares Shares
--------- --------- ---------
Shareholder Fees
(fees paid directly from your investment):
Maximum Sales Charge (Load) on Purchases
(as a percentage of offering price) 5.75%1 None None
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption price4) None2 5.00%3 1.00%3
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Management Fees 1.00% 1.00% 1.00%
Distribution and Service (Rule 12b-1) Expenses 0.25% 1.00% 1.00%
Other Expenses 1.19% 1.19% 1.19%
--------- --------- ---------
Total Annual Operating Expenses 2.44% 3.19% 3.19%
--------- --------- ---------
--------- --------- ---------
- ------------------------
1 The sales charge declines as the amount invested increases.
2 If no sales charge was paid at the time of purchase as part of an investment
that is greater than $2,000,000, shares redeemed within 24 months of such
purchase may be subject to a deferred sales charge of 1.00%.
3 The Fund imposes
a sales charge upon redemption of Class B Shares if you sell your shares within
seventy-two months after purchase. The sales charge declines the longer the
investment remains in the Fund. A maximum sales charge of 1.00% applies to
redemptions of Class C Shares within twenty-four months after purchase.
4 "Redemption price" equals the net asset value at the time of investment
or redemption, whichever is lower.
</TABLE>
Expense Example: This example is
intended to help you compare the cost of investing in the Fund with the cost of
investing in other mutual funds. The example assumes (1) you invest $10,000 in
the Fund for the time periods shown, (2) you redeem your shares at the end of
those periods except as noted, (3) your investment has a 5% return each year and
(4) the Fund's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
---------------- -------------- -------------- ---------------
Class A Shares.............................. $808 $1,292 $1,801 $3,192
Class B Shares
- assuming redemption.................. $822 $1,283 $1,869 $3,322
- assuming no redemption............... $322 $983 $1,669 $3,322
Class C Shares
- assuming redemption.................. $422 $983 $1,669 $3,494
- assuming no redemption............... $322 $983 $1,669 $3,494
</TABLE>
<PAGE>
MORE INVESTMENT AND RISK INFORMATION
GENERAL
Each Fund invests primarily in common stocks (or, in the case of the Global
Convertible Securities Fund, in securities convertible into common stock) of
companies which the Adviser believes are likely to have rapid growth in revenues
and earnings and the potential for above average capital appreciation. The
Adviser invests in companies whose stocks are selling at a significant discount
to their "private market value." Private market value is the value the Adviser
believes informed investors would be willing to pay to acquire the entire
company. If investor attention is focused on the underlying asset value of a
company due to expected or actual developments or other catalysts, an investment
opportunity to realize this private market value may exist.
Undervaluation
of a company's stock can result from a variety of factors, such as a lack of
investor recognition of
(BULLET) the underlying value of a company's fixed assets,
(BULLET) the value of a consumer or commercial franchise,
(BULLET) changes in the economic or financial environment affecting the
company,
(BULLET) new, improved or unique products or services,
(BULLET) new or rapidly expanding markets,
(BULLET) technological developments or
advancements affecting the company or its products, or
(BULLET) changes in
governmental regulations, political climate or competitive conditions.
The actual events that may lead to a significant increase in the value of a
company's securities include:
(BULLET) a change in the company's
management policies,
(BULLET) an investor's purchase of a large portion of
the company's stock,
(BULLET) a merger or reorganization or
recapitalization of the company,
(BULLET) a sale of a division of the
company,
(BULLET) a tender offer (an offer to purchase investors' shares),
(BULLET) the spin-off to shareholders of a subsidiary, division or other
substantial assets, or
(BULLET) the retirement or death of a senior
officer or substantial shareholder of the company.
In selecting investments, the Adviser also considers the market price of the
issuer's securities, its balance sheet characteristics and the perceived
strength of its management.
The Funds may also use the following investment techniques:
(BULLET) Defensive Investments. When adverse market or economic conditions
occur, each Fund may temporarily invest all or a portion of its assets in
defensive investments. Such investments include cash, U.S.Treasury securities
and repurchase agreements. When following a defensive strategy, a Fund will be
less likely to achieve its investment goal.
<PAGE>
Investing in the Funds involves the following risks:
(BULLET) Fund and Management Risk. If the Fund's manager's judgement in
selecting securities is incorrect or if the market segment in which the Fund
invests falls out of favor with investors, the Fund could underperform the stock
market or its peers. The Fund could also fail to meet its investment objective.
When you sell Fund shares, they may be worth less than what you paid for them.
Therefore, you may lose money by investing in the Fund.
(BULLET) Equity Risk. A principal risk of investing in the Funds is
equity risk. Equity risk is
the risk that the prices of the securities held by the Funds will change due to
general market and economic conditions, historical and prospective earnings of
the issuer, the value of its assets, interest rates, investors perceptions of
the issuer and market liquidity.
(BULLET) Non-Diversification Risk. Each Fund is a "non-diversified
investment company" which means that it can concentrate its investments in the
securities of a single company to a greater extent than a diversified investment
company. Because each Fund may invest its assets in the securities of a limited
number of companies, a decline in the value of the stock of any one of these
issuers will have a greater impact on the Fund's share price. In addition, many
companies in the past several years have adopted so-called "poison pill" and
other defensive measures. Such measures may limit the amount of securities in
any one issuer that the Funds may buy.
(BULLET) Industry Concentration Risk.
The Global Telecommunications Fund only -- The telecommunications industry is
subject to governmental regulation and a greater price volatility than the
overall market and the products and services of telecommunications companies may
be subject to rapid obsolescence resulting from changing consumer tastes,
intense competition and strong market reactions to technological developments
throughout the industry. Certain companies in the United States, for example,
are subject to both state and federal regulations affecting permitted rates of
return and the kinds of services that may be offered. Such companies are
becoming subject to increasing levels of competition. As a result stocks of
these companies may be subject to greater price volatility.
(BULLET) Industry Concentration Risk.
The Global Growth Fund only -- The communications,
entertainment and media and publishing industries are subject to governmental
regulation and a greater price volatility than the overall market, and the
products and services of such companies may be subject to rapid obsolescence
resulting from changing consumer tastes, intense competition and strong market
reactions to technological developments throughout the industry.
Many countries impose various types of ownership restrictions on
investments both in mass media companies, such as broadcasters and cable
operators, as well as in common carrier companies, such as the providers
of local telephone service and cellular radio.
For example, in the
United States, the broadcast multiple ownership rules, which apply to
the radio and television industries, provide that investment advisers
are deemed to have an "attributable" interest whenever the adviser has
the right to determine how more than five percent of the issued and
outstanding voting stock of a broadcast company may be voted and limit
the number of such companies in which the Adviser, on behalf of itself
and its clients, may have an "attributable interest." These same
broadcast rules limit the holding of attributable interests in AM and FM
radio broadcast stations and television stations nationally. Similar
types of restrictions apply in other mass media and common carrier
industries.
<PAGE>
Government actions around the world, specifically in the area of
pre-marketing clearance of products and prices, can be arbitrary and
unpredictable. Changes in world currency values are also unpredictable
and can have a significant short-term impact on revenues, profits and
share valuations.
Certain of the companies in which the Global Growth
Fund invests may allocate greater than usual financial resources to
research and product development. The securities of such companies may
experience above-average price movements associated with the perceived
prospects of success of the research and development programs. In
addition, companies in which the Fund invests may be adversely affected
by lack of commercial acceptance of a new product or process or by
technological change and obsolescence.
(BULLET) Lower-Rated Securities Risk. The Global Convertible Securities Fund
only--Because many convertible securities are rated below investment grade, the
Global Convertible Securities Fund may invest without limit in securities rated
lower than BBB by S&P or Caa or lower by Moody's or, if unrated, are of
comparable quality as determined by the Adviser. These securities and securities
rated BB or lower by S&P or Ba or lower by Moody's may include securities of
issuers in default. Such securities are considered by the rating agencies to be
predominantly speculative and may involve major risk exposures such as increased
sensitivity to interest rate and economic changes and limited liquidity
resulting in the possibility that prices realized upon the sale of such
securities will be less than the prices used in calculating the Fund's NAV.
(BULLET) Convertible Securities and Credit Risk. The Global Convertible
Securities Fund only--The characteristics of convertible securities make them
appropriate investments for investors who seek a high level of total return with
the addition of credit risk. These characteristics include the potential for
capital appreciation if the value of the underlying common stock increases, the
relatively high yield received from dividend or interest payments as compared to
common stock dividends and decreased risks of decline in value, relative to the
underlying common stock due to their fixed income nature. As a result of the
conversion feature, however, the interest rate or dividend preference on a
convertible security is generally less than would be the case if the securities
were not convertible. During periods of rising interest rates, it is possible
that the potential for capital gain on a convertible security may be less than
that of a common stock equivalent if the yield on the convertible security is at
a level which causes it to sell at a discount. Any common stock or other equity
security received by conversion will not be included in the calculation of the
percentage of total assets invested in convertible securities.
(BULLET) Portfolio Turnover Risk. The investment policies of the Funds may
lead to frequent changes in investments, particularly in periods of rapidly
fluctuating interest or currency exchange rates. The portfolio turnover may be
higher than that of other investment companies. Portfolio turnover generally
involves some expense to the Funds, including brokerage commissions or dealer
mark-ups and other transaction costs on the sale of securities and reinvestment
in other securities. As such, a higher portfolio turnover rate could increase
the Funds' expenses which could negatively affect the Funds' performance.
(BULLET) Foreign Risk. Investments in foreign securities involve risks
relating to political, social and economic developments abroad, as well as risks
resulting from the differences between the regulations to which U.S. and foreign
issuers and markets are subject:
(BULLET) These risks may include the seizure by the government of
company assets, excessive taxation, withholding taxes on dividends and interest,
limitations on the use or transfer of portfolio assets and political or social
instability.
<PAGE>
(BULLET) Enforcing legal rights may be difficult, costly and slow
in foreign countries, and there may be special problems enforcing claims against
foreign governments.
(BULLET) Foreign companies may not be subject to accounting
standards or governmental supervision comparable to U.S. companies, and there
may be less public information about their operations.
(BULLET) Foreign markets may be less liquid and more
volatile than U.S. markets.
(BULLET) Foreign securities often trade in currencies other than
the U.S. dollar, and the Funds may directly hold foreign currencies and purchase
and sell foreign currencies. Changes in currency exchange rates will affect the
Fund's NAV, the value of dividends and interest earned, and gains and losses
realized on the sale of securities. An increase in the strength of the U.S.
dollar relative to these other currencies may cause the value of the Funds to
decline. Certain foreign currencies may be particularly volatile, and foreign
governments may intervene in the currency markets, causing a decline in value or
liquidity of the Funds' foreign currency holdings.
(BULLET) Costs of buying, selling and holding foreign securities,
including brokerage, tax and custody costs, may be higher than those involved in
domestic transactions.
Each Fund's investments in the securities of developing countries involves
exposure to economic structures that are generally less diverse and less mature,
and to political systems that can be expected to have less stability, than those
of developed countries. The markets of developing countries historically have
been more volatile than the markets of the more mature economies of developed
countries, but often have provided higher rates of return to investors.
MANAGEMENT OF THE FUNDS
The Adviser. Gabelli Funds, LLC, with its principal offices located at One
Corporate Center, Rye, NY 10580-1434, serves as investment adviser to the Funds.
The Adviser makes investment decisions for the Funds and continuously reviews
and administers the Funds' investment program under the supervision of the
Fund's Board of Directors. The Adviser manages several other open-end and
closed-end investment companies in the Gabelli Family of funds. The Adviser is a
New York limited liability company organized in 1999 as successor to Gabelli
Group Capital Partners, Inc. (formerly named, Gabelli Funds, Inc.), a New York
corporation organized in 1980. The Adviser is a wholly owned subsidiary of
Gabelli Asset Management Inc. ("GAMI"), a publicly held company listed on the
New York Stock Exchange ("NYSE").
As compensation for its services and
the related expenses the Adviser bears, the Adviser is entitled to an advisory
fee computed daily and payable monthly, at the annual rates set forth below:
<TABLE>
<CAPTION>
<S> <C> <C>
Annual Advisory Fee- Advisory Fee Paid for
Contractual Rate Fiscal Year Ended 12/31/99
As a percentage of average daily (as a percentage of average daily
Fund net assets) net assets)
- -------------- ------------------------------------- ----------------------------------------
Global Telecommunications Fund 1.00% 1.00%
Global Growth Fund 1.00% 1.00%
Global Opportunity Fund 1.00% 0.06%
Global Convertible Securities Fund 1.00% 1.00%
</TABLE>
<PAGE>
The Adviser contractually has agreed to waive its investment advisory fees
and/or reimburse expenses to the extent necessary to maintain the Total Annual
Operating Expenses 1.50%, 2.25% and 2.25% for The Global Opportunity Fund Class
A, B, and C Shares, respectively. This fee waiver and expense reimbursement
arrangement will continue until at least December 31, 2000.
In addition,
the Global Opportunity Fund has agreed, during the two year period following any
waiver or reimbursement by the Adviser, to repay such amount to the extent,
after giving effect to the repayment, such adjusted Total Annual Operating
Expenses would not exceed 1.50% on an annualized basis.
The Portfolio Managers. Mr. Mario J. Gabelli, President, is the team
manager responsible for the day-to-day management of the Global
Telecommunications Fund. Mr. Gabelli has been Chairman, President and Chief
Executive Officer of the Adviser since its organization in 1980. He is assisted
by Associate Portfolio Managers, Marc J. Gabelli and Ivan Arteaga.
Mr. Marc Gabelli is also primarily responsible
for the day-to-day management of the Global Growth Fund. Mr. Gabelli is a
Portfolio Manager of the Adviser, and has been an analyst with the Adviser since
1993. He is assisted by Associate Portfolio Manager, Ivan Arteaga.
Mr.Ivan Arteaga has been an analyst with the Adviser since 1992.
Messrs. Marc Gabelli and Caesar Bryan are primarily responsible for the
day-to-day management of the Global Opportunity Fund. Mr. Bryan is President and
Portfolio Manager of the Gabelli Gold Fund and the Gabelli International Growth
Fund and has been a Senior Vice President of GAMCO Investors, Inc., a wholly
owned subsidiary of Gabelli Asset Management Inc., since May 1994. Mr. Bryan
served as Senior Vice President and Portfolio Manager of Lexington Management
Corporation from 1986 until May 1994.
Mr. A. Hartswell Woodson III, Vice President,
is primarily responsible for the day-to-day management of the Global Convertible
Securities Fund. Mr. Woodson joined the Adviser as a portfolio manager in
1993.
CLASSES OF SHARES
Three classes of the Funds' shares are offered in this prospectus - Class A
Shares, Class B Shares and Class C Shares. The table below summarizes the
differences among the classes of shares.
(BULLET) A "front-end sales load," or sales charge, is a one-time fee
charged at the time of purchase of shares.
(BULLET) A "contingent deferred
sales charge" ("CDSC") is a one-time fee charged at the time of
redemption.
(BULLET) A "Rule 12b-1 fee" is a recurring annual fee for
distributing shares and servicing shareholder accounts
based on a Fund's average daily net assets attributable to the particular
class of shares.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- ---------------------------------------------
Class A Shares Class B Shares Class C Shares
- ---------------------------------------------
Front-End Sales Load? Yes. The percentage No. No.
declines as the amount
invested increases.
Contingent Deferred Sales Charge? Yes, for shares redeemed Yes, for shares Yes, for shares
within twenty-four months redeemed within redeemed within
after purchase as part of seventy-two months twenty-four months
an investment greater than after purchase. after purchase.
$2 million if no front-end Declines over time.
sales charge was paid at the
time of purchase.
Rule 12b-1 Fee 0.25% 1.00% 1.00%
Convertible to Another Class? No. Yes. Automatically No.
converts to Class
A Shares approximately
ninety-six months
after purchase.
Fund Expense Levels Lower annual expenses Higher annual expenses Higher annual expenses
than Class B or Class than Class A Shares than Class A Shares
C Shares.
</TABLE>
<PAGE>
In selecting a class of shares in which to invest, you should consider
(BULLET) the length of time you plan to hold the shares
(BULLET) the amount of sales charge and Rule 12b-1 fees, recognizing that
your share of 12b-1 fees as a percentage of your investment increases if a
Fund's assets increase in value and decreases if a Fund's assets decrease in
value
(BULLET) whether you qualify for a reduction or waiver of the Class A
sales charge
(BULLET) that Class B Shares convert to Class A Shares
approximately ninety-six months after purchase
<PAGE>
- ----------------------------------------------
- --------------------------------------------------
If you...
(BULLET) do not qualify for a reduced or waived front-end sales load and intend
to hold your shares for only a few years
(BULLET) do not qualify for a reduced or waived front-end sales load and intend
to hold your shares for several years
(BULLET) do not qualify for a reduced or waived front-end sales load and intend
to hold your shares indefinitely
then you should consider...
purchasing Class C Shares instead of either Class A Shares or Class B Shares
purchasing Class B Shares instead of either Class A Shares or Class C Shares
purchasing Class A Shares
- --------------------------------------------------
Sales Charge - Class A Shares. The sales charge is imposed on Class A Shares at
the time of purchase in accordance with the following schedule:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sales Charge Sales Charge Reallowance
as % of the as % of to
Amount of Investment Offering Price* Amount Invested Broker-Dealers
- -------------------------- -------------------- -------------------- ------------------
Under $50,000 5.75% 6.10% 5.00%
$50,000 but under $100,000 4.50% 4.71% 3.75%
$100,000 but under $250,000 3.50% 3.62% 2.75%
$250,000 but under $500,000 2.50% 2.56% 2.00%
$500,000 but under $1 million 2.00% 2.04% 1.75%
$1 million but under $2 million 1.00% 1.01% 1.00%
$2 million but under $3 million 0.00%** 0.00% 1.00%
$3 million or more 0.00%** 0.00% 0.50%
- ------------------------
* Includes front-end sales load
** Subject to a 1% CDSC for two years after purchase
</TABLE>
Sales Charge Reductions
and Waivers - Class A Shares:
Reduced sales charges are available to (1) investors who are eligible to combine
their purchases of Class A Shares to receive volume discounts and (2) investors
who sign a Letter of Intent agreeing to make purchases over time. Certain types
of investors are eligible for sales charge waivers.
1. Volume Discounts. Investors eligible to receive volume discounts are
individuals and their immediate families, tax-qualified employee benefit plans
and a trustee or other fiduciary purchasing shares for a single trust estate or
single fiduciary account even though more than one beneficiary is involved. You
also may combine the value of Class A Shares you already hold in a Fund and
other funds advised by the Adviser or its affiliates along with the value of the
Class A Shares being purchased to qualify for a reduced sales charge. For
example, if you own Class A Shares of a Fund that has an aggregate value of
$100,000, and make an additional investment in Class A Shares of the Fund of
$4,000, the sales charge applicable to the additional
<PAGE>
investment would be 3.50%, rather than the 5.75% normally charged on a $4,000
purchase. If you want more information on
volume discounts, call your broker.
2. Letter of Intent. If you initially invest at least $1,000 in Class A
Shares of a Fund and submit a Letter of Intent to the Distributor, you may make
purchases of Class A Shares of the Fund during a 13-month period at the reduced
sales charge rates applicable to the aggregate amount of the intended purchases
stated in the Letter. The Letter may apply to purchases made up to 90 days
before the date of the Letter. You will have to pay sales charges at the higher
rate if you fail to honor your Letter of Intent. For more information on the
Letter of Intent, call your broker.
3. Investors Eligible for Sales Charge Waivers. Class A Shares of each
Fund may be offered without a sales charge to: (1) any other investment company
in connection with the combination of such company with the Fund by merger,
acquisition of assets or otherwise; (2) shareholders who have redeemed shares in
the Fund and who wish to reinvest in the Fund, provided the reinvestment is made
within 30 days of the redemption; (3) tax-exempt organizations enumerated in
Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code") and private,
charitable foundations that in each case make lump-sum purchases of $100,000 or
more; (4) qualified employee benefit plans established pursuant to Section 457
of the Code that have established omnibus accounts with the Fund; (5) qualified
employee benefit plans having more than one hundred eligible employees and a
minimum of $1 million in plan assets invested in the Fund (plan sponsors are
encouraged to notify the Funds' distributor when they first satisfy these
requirements); (6) any unit investment trusts registered under the Investment
Company Act of 1940 (the "1940 Act") which have shares of the Fund as a
principal investment; (7) financial institutions purchasing Class A Shares of
the Fund for clients participating in a fee based asset allocation program or
wrap fee program which has been approved by Gabelli & Company, Inc., the Funds'
distributor (the "Distributor"); and (8) registered investment advisers or
financial planners who place trades for their own accounts or the accounts of
their clients and who charge a management, consulting or other fee for their
services; and clients of such investment advisers or financial planners who
place trades for their own accounts if the accounts are linked to the master
account of such investment adviser or financial planner on the books and records
of a broker or agent. Investors who qualify under any of the categories
described above should contact their brokerage firm.
Contingent Deferred Sales Charges.
You will pay a CDSC when you redeem:
(BULLET) Class A Shares within approximately twenty-four months of buying
them as part of an investment greater than $2 million if no front-end sales
charge was paid at the time of purchase
(BULLET) Class B Shares within approximately seventy-two months of buying
them
(BULLET) Class C Shares within approximately twenty-four months of
buying them
The CDSC payable upon redemption of Class A Shares and Class C Shares in the
circumstances described above is 1%. The CDSC schedule for Class B Shares is set
forth below. The CDSC is based on the net asset value at the time of your
investment or the net asset value at the time of redemption, whichever is lower.
<PAGE>
Class B Shares
Years Since Purchase CDSC
-------------------------- ------------------
First 5.00%
Second 4.00%
Third 3.00%
Fourth 3.00%
Fifth 2.00%
Sixth 1.00%
Seventh and thereafter 0.00%
The Distributor pays sales commissions of up to 4.00% of the purchase price of
Class B Shares of a Fund to brokers at the time of sale that initiate and are
responsible for purchases of such Class B Shares of the Fund.
You will not pay a
CDSC to the extent that the value of the redeemed shares represents reinvestment
of dividends or capital gains distributions or capital appreciation of shares
redeemed. When you redeem shares, we will assume that you are first redeeming
shares representing reinvestment of dividends and capital gains distributions,
then any appreciation on shares redeemed, and then remaining shares held by you
for the longest period of time. We will calculate the holding period of shares
acquired through an exchange of shares of another fund from the date you
acquired the original shares of the other fund. The time you hold shares in a
money market fund, however, will not count for purposes of calculating the
applicable CDSC.
We will waive the CDSC payable upon redemptions of shares for:
(BULLET) redemptions and distributions from retirement plans made after
the death or disability of a shareholder (BULLET) minimum required
distributions made from an IRA or other retirement plan account after you
reach age 591/2
(BULLET) involuntary redemptions made by the Funds
(BULLET) a distribution from a tax-deferred retirement plan after
your retirement
(BULLET) returns of excess contributions to retirement plans following the
shareholder's death or disability
Conversion Feature - Class B Shares:
(BULLET) Class B Shares automatically convert to Class A Shares of a Fund on the
first business day of the ninety-seventh month following the month in which you
acquired such shares.
(BULLET) After conversion, your shares will be
subject to the lower Rule 12b-1 fees charged on Class A Shares, which will
increase your investment return compared to the Class B Shares.
(BULLET) You will not pay any sales charge or fees when your shares
convert, nor will the transaction be subject to any tax.
(BULLET) The dollar
value of Class A Shares you receive will equal the dollar value of the Class B
Shares converted.
<PAGE>
(BULLET) If you exchange Class B Shares of one fund for Class B Shares of
another fund, your holding period for calculating the CDSC will be from the time
of your original purchase of Class B Shares. If you exchange shares into a
Gabelli money market fund, however, your holding period will be suspended.
The Board of Directors may suspend the automatic conversion of Class B
Shares to Class A Shares for legal reasons or due to the exercise of its
fiduciary duty. If the Board determines that such suspension is likely to
continue for a substantial period of time, it will create another class of
shares into which Class B Shares are convertible.
Rule 12b-1 Plan. The
Funds have adopted a plan under Rule 12b-1 (the "Plan") for each of its classes
of shares. Under the Plan, the Fund may use its assets to finance activities
relating to the sale of its shares and the provision of certain shareholder
services.
For the classes covered by this Prospectus, the Rule 12b-1 fees vary
by class as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Class A Class B Class C
--------- --------- ---------
Service Fees 0.25% 0.25% 0.25%
Distribution Fees None 0.75% 0.75%
</TABLE>
These are
annual rates based on the value of each of these Classes' average daily net
assets. Because the Rule 12b-1 fees are higher for Class B and Class C Shares
than for Class A Shares, Class B and Class C Shares will have higher annual
expenses. Because Rule 12b-1 fees are paid out of the Funds' assets on an
on-going basis, over time these fees will increase the cost of your investment
and may cost you more than paying other types of sales charges.
PURCHASE OF SHARES
You can purchase the Funds' shares on any day the NYSE is open for trading (a
"Business Day"). You may purchase shares through registered broker-dealers or
other financial intermediaries that have entered into selling agreements with
the Funds' Distributor.
The broker-dealer or other financial intermediary will
transmit a purchase order and payment to State Street Bank and Trust Company
("State Street") on your behalf. Broker-dealers or other financial
intermediaries may send confirmations of your transactions and periodic
statements showing your investments in the Funds.
Share Price. The Funds sell
shares at the net asset value next determined after the Funds receive your
completed subscription order form and your payment, subject to a sales charge in
the case of Class A Shares. See "Pricing of Fund Shares" for a description of
the calculation of net asset value as described under "Classes of Shares - Sales
Charge Class A Shares."
Minimum Investments. Your minimum initial investment
must be at least $1,000. See "Retirement Plans" and "Automatic Investment Plan"
regarding minimum investment amounts applicable to such plans. There is no
minimum for subsequent investments. Broker-dealers may have different minimum
investment requirements.
<PAGE>
Retirement Plans. The Funds have available a form of IRA, "Roth" IRA and
Education IRA for investment in Fund shares that may be obtained from the
Distributor by calling 1-800-GABELLI (1-800-422-3554). Self-employed investors
may purchase shares of the Funds through tax-deductible contributions to
existing retirement plans for self-employed persons, known as "Keogh" or
"H.R.-10" plans. The Funds do not currently act as a sponsor to such plans. Fund
shares may also be a suitable investment for other types of qualified pension or
profit-sharing plans which are employer sponsored, including deferred
compensation or salary reduction plans known as "401(k) Plans." The minimum
initial investment in all such retirement plans is $250. There is no minimum
subsequent investment requirement for retirement plans.
Automatic Investment
Plan. The Funds offer an automatic monthly investment plan. There is no minimum
monthly investment for accounts establishing an automatic investment plan. Call
the Distributor at 1-800-GABELLI (1-800-422-3554) for more details about the
plan.
General. State Street will not issue share certificates unless requested
by you. The Funds reserve the right to (i) reject any purchase order if, in the
opinion of the Funds' management, it is in the Funds' best interest to do so,
(ii) suspend the offering of shares for any period of time and (iii) waive the
Funds' minimum purchase requirement.
REDEMPTION OF SHARES
You can redeem shares of the Funds on any Business Day without a redemption fee.
The Funds may temporarily stop redeeming its shares when the NYSE is closed or
trading on the NYSE is restricted, when an emergency exists and the Funds cannot
sell its shares or accurately determine the value of its assets, or if the
Securities and Exchange Commission ("SEC") orders the Funds to suspend
redemptions.
The Funds redeem their shares at the net asset value next
determined after the Funds receive your redemption request, subject in some
cases to a CDSC, as described under "Classes of Shares - Contingent Deferred
Sales Charges." See "Pricing of Fund Shares" for a description of the
calculation of net asset value.
You may redeem shares through a broker-dealer or
other financial intermediary that has entered into a selling agreement with the
Distributor. The broker-dealer or financial intermediary will transmit a
redemption order to State Street on your behalf. The redemption request will be
effected at the net asset value next determined (less any applicable CDSC) after
State Street receives the request. If you hold share certificates, you must
present the certificates endorsed for transfer. A broker-dealer may charge you
fees for effecting redemptions for you.
In the event that you wish to redeem
shares and you are unable to contact your broker-dealer or other financial
intermediary, you may redeem shares by mail. You may mail a letter requesting
redemption of shares to: The Gabelli Funds, P.O. Box 8308, Boston, MA
02266-8308. Your letter should state the name of the Fund and the share class,
the dollar amount or number of shares you wish to redeem and your account
number. If there is more than one owner of shares, all must sign. A signature
guarantee is required for each signature on your redemption letter. You can
obtain a signature guarantee from financial institutions such as commercial
banks, brokers, dealers and savings associations. A notary public cannot provide
a signature guarantee.
<PAGE>
Involuntary Redemption. The Funds may redeem all shares in your account (other
than an IRA account) if its value falls below $1,000 as a result of redemptions
(but not as a result of a decline in net asset value). You will be notified in
writing if the Funds initiate such action and allowed 30 days to increase the
value of your account to at least $1,000.
Redemption Proceeds. A redemption
request received by a Fund will be effected at the net asset value next
determined after a Fund receives the request. If you request redemption proceeds
by check, the Fund will normally mail the check to you within seven days after
receipt of your redemption request. If you purchased your Fund shares by check
or through the Automatic Investment Plan, you may not receive proceeds from your
redemption until the check clears, which may take up to as many as 15 days
following purchase. While the Fund will delay the processing of the redemption
until the check clears, your shares will be valued at the next determined net
asset value after receipt of your redemption request.
EXCHANGE OF SHARES
You can exchange shares of the Fund you hold for shares of the same class of
another fund managed by the Adviser or its affiliates based on their relative
net asset values. To obtain a list of the funds whose shares you may acquire
through an exchange call your broker. Class B and Class C Shares will continue
to age from the date of the original purchase of such shares and will assume the
CDSC rate such shares had at the time of exchange. You may also exchange your
shares for shares of a money market fund managed by the Adviser or its
affiliates, without imposition of any CDSC at the time of exchange. Upon
subsequent redemption from such money market funds or the Fund (after
re-exchange into the Fund), such shares will be subject to the CDSC calculated
by excluding the time such shares were held in the money market fund.
In effecting an exchange:
(BULLET) you must meet the minimum investment requirements for
the fund whose shares you purchase through exchange
(BULLET) if you are exchanging into a fund with a higher
sales charge, you must pay the difference at the time of exchange
(BULLET) you may realize a taxable gain or loss
(BULLET) you should read the prospectus of the fund whose shares you are
purchasing through exchange (call your broker to obtain the prospectus)
(BULLET) you should be aware that brokers may charge a fee for
handling an exchange for you
You may exchange shares by telephone, by mail, over the Internet or through a
registered broker-dealer or other financial intermediary.
(BULLET) Exchange by Telephone. You may give exchange instructions by
telephone by calling 1-800-GABELLI (1-800-422-3554). You may not exchange shares
by telephone if you hold share certificates.
(BULLET) Exchange by Mail. You may send a written request for exchanges
to: The Gabelli Funds, P.O. Box 8308, Boston, MA 02266-8308. Your letter should
state your name, your account number, the dollar amount or number of shares you
wish to exchange, the name and class of the fund whose shares you wish to
exchange, and the name of the fund whose shares you wish to acquire.
<PAGE>
(BULLET) Exchange through the Internet. You may also give exchange
instructions via the Internet site of your broker, if available, or at
www.gabelli.com. You may not exchange shares through the Internet if you hold
share certificates. We may modify or terminate the exchange privilege at any
time. You will be given notice 60 days prior to any material change in the
exchange privilege.
PRICING OF FUND SHARES
The Funds' net asset value is calculated separately for each class of shares on
each Business Day. The NYSE is open Monday through Friday, but currently is
scheduled to be closed on New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent
Monday when a holiday falls on a Saturday or Sunday, respectively.
The Funds'
net asset value is calculated separately for each class of shares. The net asset
value is determined as of the close of regular trading on the NYSE, normally
4:00 p.m., Eastern Time. Net asset value is computed by dividing the value of
each Fund's net assets (i.e. the value of its securities and other assets less
its liabilities, including expenses payable or accrued but excluding capital
stock and surplus) by the total number of its shares outstanding at the time the
determination is made. The Funds use market quotations in valuing its portfolio
securities. Short-term investments that mature in 60 days or less are valued at
amortized cost, which the Directors of the Fund believe represent fair value.
The price of Fund shares for purchases and redemptions will be based upon the
next calculation of net asset value after the purchase or redemption order is
placed.
If the Funds have portfolio securities that are primarily listed on
foreign exchanges that trade on weekends or other days when the Fund does not
price shares, the net asset value of the Funds' shares may change on days when
shareholders will not be able to purchase or redeem the Funds' shares.
DIVIDENDS AND DISTRIBUTIONS
Dividends of net investment income and capital gains, if any, will be paid
annually except Global Convertible Securities Fund which pays dividends monthly.
You may have dividends or capital gain distributions that are declared by the
Funds automatically reinvested at net asset value in additional shares of the
Funds. You will make an election to receive dividends and distributions in cash
or Fund shares at the time you purchase your shares. You may change this
election by notifying your broker or the Funds in writing at any time prior to
the record date for a particular dividend or distribution. There are no sales or
other charges in connection with the reinvestment of dividends and capital gain
distributions. There is no fixed dividend rate, and there can be no assurance
that the Funds will pay any dividends or realize any capital gains. Dividends
and distributions may differ for different classes of shares.
<PAGE>
TAX INFORMATION
The Funds expect that its distributions will consist primarily of net investment
income and net realized capital gains. Capital gains may be taxed at different
rates depending on the length of time the Funds hold the asset giving rise to
such gains. Dividends out of net investment income and distributions of net
realized short-term capital gains (i.e. gains from assets held by the Funds for
one year or less) are taxable to you as ordinary income. Distributions of net
long-term capital gains are taxable to you at long-term capital gain rates. The
Funds' distributions, whether you receive them in cash or reinvest them in
additional shares of the Funds, generally will be subject to federal, state or
local taxes. An exchange of the Funds' shares for shares of another fund will be
treated for tax purposes as a sale of the Funds' shares; and any gain you
realize on such a transaction generally will be taxable. Foreign shareholders
generally will be subject to a federal withholding tax.
This summary of
tax consequences is intended for general information only. You should consult a
tax adviser concerning the tax consequences of your investment in the Funds.
FINANCIAL HIGHLIGHTS
The Class A, Class B and Class C Shares of the Funds have not previously been
offered and therefore do not have a previous financial history.
<PAGE>
Gabelli Global Series Funds, Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
Class A, B, C Shares
=====================================
For More Information:
For more information about the Funds, the following documents are available free
upon request:
Annual/Semi-annual Reports:
Each Fund's semi-annual and audited annual reports to shareholders contain
additional information on the Funds' investments. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected each Fund's performance during its last fiscal year.
Statement of Additional Information (SAI): The SAI provides more detailed
information about the Funds, including their operations and investments
policies. It is incorporated by reference, and is legally considered a part of
this prospectus.
You can get free copies of these documents and prospectuses of
other funds in the Gabelli family, or request other
information and discuss your questions about the Funds by
contacting:
Gabelli Global Series Funds, Inc.
One Corporate Center
Rye, NY 10580
Telephone: 1-800-GABELLI (1-800-422-3554)
www.gabelli.com
You can review the Funds' reports and SAIs at the Public Reference Room of the
Securities and Exchange Commission. You can get text-only copies:
(BULLET) For a fee, by electronic request at [email protected],
by writing the Public Reference Section of the Commission, Washington,
D.C. 20549-6009 or calling 1-202-942-8090, or by electronic request at
the following email address: [email protected].
(BULLET) Free from the Commission's Website at http://www.sec.gov.
(Investment Company Act file no. 811-06367)
<PAGE>
Gabelli Global Series Funds, Inc.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Opportunity Fund
The Gabelli Global Convertible Securities Fund
One Corporate Center
Rye, New York 10580-1434
1-800-GABELLI
[1-800-422-3554]
fax: 1-914-921-5118
http://www.gabelli.com
e-mail: [email protected]
(Net Asset Value may be obtained daily by calling
1-800-GABELLI after 6:00 p.m.)
---------------------------------
Questions?
Call 1-800-GABELLI
or your investment representative.
---------------------------------
GABELLI GLOBAL SERIES FUNDS, INC.
The Gabelli Global Telecommunications Fund
The Gabelli Global Growth Fund
The Gabelli Global Convertible Securities Fund
The Gabelli Global Opportunity Fund
STATEMENT OF ADDITIONAL INFORMATION
March 9, 2000
This Statement of Additional Information ("SAI"), which is not a prospectus,
describes
o The Gabelli Global Telecommunications Fund (the "Global Telecommunications
Fund")
o The Gabelli Global Growth Fund (the "Global Growth Fund")
o The Gabelli Global Convertible Securities Fund (the "Convertible
Securities Fund")
o The Gabelli Global Opportunity Fund (the "Global Opportunity Fund")
(each a "Fund" and collectively the "Funds") which are series of the Gabelli
Global Series Funds, Inc., a Maryland corporation (the "Corporation"). This SAI
should be read in conjunction with the Funds' Prospectuses for Class A Shares,
Class B Shares and Class C Shares and Class AAA Shares, each dated March 9,
2000. For a free copy of the Prospectuses, please contact the Funds at the
address, telephone number or Internet Web Site printed below.
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)
http://www.gabelli.com
TABLE OF CONTENTS
Page
General Information....................................................... 2
Investment Strategies and Risks........................................... 2
Investment Restrictions................................................... 9
Directors and Officers.................................................... 10
Control Persons and Principal Shareholders................................ 12
Investment Advisory and Other Services.................................... 13
Distribution Plans........................................................ 16
Portfolio Transactions and Brokerage...................................... 18
Redemption of Shares...................................................... 21
Determination of Net Asset Value.......................................... 21
Dividends, Distributions and Taxes........................................ 22
Investment Performance Information........................................ 24
Description of Shares, Voting Rights and Liabilities...................... 25
<PAGE>
GENERAL INFORMATION
The Corporation is an open-end management investment company and was organized
as a Maryland Corporation on July 16, 1993. Each Fund or the Corporation is
non-diversified, which means each Fund has the ability to invest a large portion
of its assets in a single issuer than would be the case if it were
diversified.
INVESTMENT STRATEGIES AND RISKS
The Funds' Prospectuses discuss the investment objectives of the Funds and the
principal strategies to be employed to achieve that objective. This SAI contains
supplemental information concerning certain types of securities and other
instruments which the Funds may invest, additional strategies the Funds may
utilize and certain risks associated with such investments and strategies.
Equity Securities:
Because each Fund in seeking to achieve its respective investment objective may
invest in the common stocks of both domestic and foreign issuers, an investment
in a Fund should be made with an understanding of the risks inherent in any
investment in common stocks including the risk that the financial condition of
the issuers of each Fund's portfolio securities may become impaired or that the
general condition of the stock market may worsen (both of which may contribute
directly to a decrease in the value of the securities and thus in the value of a
Fund's Shares). Additional risks include risks associated with the right to
receive payments from the issuer which is generally inferior to the rights of
creditors of, or holders of debt obligations or preferred stock issued by, the
issuer.
Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of
protection of debt securities. The issuance of debt securities or even preferred
stock by an issuer will create prior claims for payment of principal, interest
and dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the economic interest
of holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), common stocks have neither a fixed principal amount
nor a maturity and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases in value as market confidence in and perceptions of the issuers
change. These perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The value of the common stocks
in each Fund's portfolio thus may be expected to fluctuate.
Preferred stocks are usually entitled to rights on liquidation which are senior
to those of common stocks. For these reasons, preferred stocks generally entail
less risk than common stocks. Such securities may pay cumulative dividends.
Because the dividend rate is pre-established, and as they are senior to common
stocks, such securities tend to have less possibility of capital appreciation.
Some of the securities in each of the Funds may be in the form of depository
receipts. Depository receipts usually represent common stock or other equity
securities of non-U.S. issuers deposited with a custodian in a depository. The
underlying securities can be withdrawn at any time by surrendering the
depository receipt. Depository receipts are usually denominated in U.S. dollars
and dividends and other payments from the issuer are converted by the custodian
into U.S. dollars before payment to receipt holders. In other respects,
depository receipts for foreign securities have the same characteristics as the
underlying securities. Depository receipts that are not sponsored by the issuer
may be less liquid and there may be less readily available public information
about the issuer.
<PAGE>
Nonconvertible Fixed Income Securities:
The category of fixed income securities which are not convertible or
exchangeable for common stock includes preferred stocks, bonds, debentures,
notes, asset and mortgage-backed securities and money market instruments such as
commercial paper and bankers acceptances. There is no minimum credit rating for
these securities in which each of the Funds may invest.
Up to 25% of each Fund's assets, may be invested in lower quality debt
securities although each Fund does not expect to invest more than 10% of its
assets in such securities. The foregoing limitations do not apply to the Global
Convertible Securities Fund, which may invest in lower quality securities
without limit. The market values of lower quality fixed income securities tend
to be less sensitive to changes in prevailing interest rates than higher-quality
securities but more sensitive to individual corporate developments than
higher-quality securities. Such lower-quality securities also tend to be more
sensitive to economic conditions than are higher-quality securities.
Accordingly, these lower-quality securities are considered predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation and will generally
involve more credit risk than securities in the higher-quality categories. Even
securities rated Baa or BBB by Moody's Investor Services, Inc. ("Moody's") and
Standard & Poors Rating Group ("S&P") respectively, which ratings are considered
investment grade, possess some speculative characteristics. There are risks
involved in applying credit ratings as a method for evaluating high yield
obligations in that credit ratings evaluate the safety of principal and interest
payments, not market value risk. In addition, credit rating agencies may not
change credit ratings on a timely basis to reflect changes in economic or
company conditions that affect a security's market value. Each of the Funds will
rely on Gabelli Funds, LLC's (the "Adviser") judgment, analysis and experience
in evaluating the creditworthiness of an issuer. In this evaluation, the Adviser
will take into consideration, among other things, the issuer's financial
resources and ability to cover its interest and fixed charges, factors relating
to the issuer's industry and its sensitivity to economic conditions and trends,
its operating history, the quality of the issuer's management and regulatory
matters.
The risk of loss due to default by the issuer is significantly greater for the
holders of lower quality securities because such securities are generally
unsecured and are often subordinated to other obligations of the issuer. During
an economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of lower quality securities may experience financial stress
and may not have sufficient revenues to meet their interest payment obligations.
An issuer's ability to service its debt obligations may also be adversely
affected by specific corporate developments, its inability to meet specific
projected business forecasts, or the unavailability of additional financing.
Factors adversely affecting the market value of high yield and other
securities will adversely affect each Fund's net asset value ("NAV"). In
addition, each Fund may incur additional expenses to the extent it is required
to seek recovery upon a default in the payment of principal or interest on its
portfolio holdings.
From time to time, proposals have been discussed regarding new legislation
designed to limit the use of certain high yield debt securities by issuers in
connection with leveraged buy-outs, mergers and acquisitions, or to limit the
deductibility of interest payments on such securities. Such proposals, if
enacted into law, could reduce the market for such debt securities generally,
could negatively affect the financial condition of issuers of high yield
securities by removing or reducing a source of future financing, and could
negatively affect the value of specific high yield issues and the high yield
market in general. For example, under a provision of the Internal Revenue Code
enacted in 1989, a corporate issuer may be limited from deducting all of the
original issue discount on high-yield discount obligations (i.e., certain types
of debt securities issued at a significant discount to their face amount). The
likelihood of passage of any additional legislation or the effect thereof is
uncertain.
The secondary trading market for lower-quality fixed income securities is
generally not as liquid as the secondary market for higher-quality securities
and is very thin for some securities. The relative lack of an active secondary
market may have an adverse impact on market price and each Fund's ability to
dispose of particular issues when necessary to meet liquidity needs or in
response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. The relative lack of an active secondary market
for certain securities may also make it more difficult for each Fund to obtain
accurate market quotations for purposes of valuing their respective portfolios.
Market quotations are generally available on many high yield issues only from a
limited number of dealers and may not necessarily represent firm bids of such
dealers or prices for actual sales. During such times, the responsibility of the
Board of Directors of the Corporation (the "Board of Directors") to value the
securities becomes more difficult and judgment plays a greater role in valuation
because there is less reliable, objective data available.
Convertible Securities: Each of the Global Telecommunications Fund, the
Global Growth Fund and the Global Opportunity Fund may invest up to 25% of its
assets in convertible securities rated, at the time of investment, less than BBB
by S&P or Baa by Moody's or are unrated but of equivalent credit quality in the
judgment of the Adviser. The Global Convertible Securities Fund may invest in
such securities without limit. See "Lower Rated Securities."
Some of the convertible securities in each Fund's portfolio may be "Pay-In-Kind"
securities. During a designated period from original issuance, the issuer of
such a security may pay dividends or interest to the holder by issuing
additional fully paid and nonassessable shares or units of the same or another
specified security.
Sovereign Debt Securities:
Each Fund may invest in securities issued or guaranteed by any country and
denominated in any currency. Each Fund (other than the Global Convertible
Securities Fund) expects that it generally will invest in developed countries
including Australia, Canada, Finland, France, Germany, the Netherlands, Japan,
Italy, New Zealand, Norway, Spain, Sweden, the United Kingdom and the United
States. The obligations of governmental entities have various kinds of
government support and include obligations issued or guaranteed by governmental
entities with taxing power. These obligations may or may not be supported by the
full faith and credit of a government. Debt securities issued or guaranteed by
foreign governmental entities have credit characteristics similar to those of
domestic debt securities but include additional risks. These additional risks
include those resulting from devaluation of currencies, future adverse political
and economic developments and other foreign governmental laws. The Global
Convertible Securities Fund may invest in securities issued by undeveloped or
emerging market countries, such as those in Latin America, Eastern Europe and
much of Southeast Asia. These securities are generally not considered investment
grade and have risks similar to those of other debt securities rated less than
investment grade. Such securities are regarded as predominantly speculative with
respect to an issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligations and involve risk exposure to
adverse conditions. (See "Nonconvertible Fixed Income Securities.")
Each Fund may also purchase securities issued by semi-governmental or
supranational agencies such as the Asian Development Bank, the International
Bank for Reconstruction and Development, the Export-Import Bank and the European
Investment Bank. The governmental members, or "stockholders," usually make
initial capital contributions to the supranational entity and in many cases are
committed to make additional capital contributions if the supranational entity
is unable to repay its borrowings. Each Fund will not invest more than 25% of
its assets in the securities of such supranational entities.
Securities Subject To Reorganization:
Each Fund may invest in securities for which a tender or exchange offer has been
made or announced and in securities of companies for which a merger,
consolidation, liquidation or reorganization proposal has been announced if, in
the judgment of the Adviser, there is a reasonable prospect of high total return
significantly greater than the brokerage and other transaction expenses
involved.
In general, securities which are the subject of such an offer or proposal sell
at a premium to their historic market price immediately prior to the
announcement of the offer or may also discount what the stated or appraised
value of the security would be if the contemplated transaction were approved or
consummated.
Such investments may be advantageous when the discount significantly overstates
the risk of the contingencies involved; significantly undervalues the
securities, assets or cash to be received by shareholders of the prospective
portfolio company as a result of the contemplated transaction; or fails
adequately to recognize the possibility that the offer or proposal may be
replaced or superseded by an offer or proposal of greater value. The evaluation
of such contingencies requires unusually broad knowledge and experience on the
part of the Adviser which must appraise not only the value of the issuer and its
component businesses as well as the assets or securities to be received as a
result of the contemplated transaction but also the financial resources and
business motivation of the offer and the dynamics and business climate when the
offer of the proposal is in process. Since such investments are ordinarily
short-term in nature, they will tend to increase the turnover ratio of the Funds
thereby increasing its brokerage and other transaction expenses. The Adviser
intends to select investments of the type described which, in its view, have a
reasonable prospect of capital appreciation which is significant in relation to
both risk involved and the potential of available alternate investments.
Lower Rated Securities:
Securities which are not investment grade are viewed by rating agencies as being
predominantly speculative in character and are characterized by substantial risk
concerning payments of interest and principal, sensitivity to economic
conditions and changes in interest rates, as well as by market price volatility
and/or relative lack of secondary market trading among other risks and may
involve major risk exposure to adverse conditions or be in default. However,
each Fund does not expect to invest more than 5% of its assets in securities
which are in default at the time of investment and will invest in such
securities only when the Adviser expects that the securities will appreciate in
value. There is no minimum rating of securities in which each Fund may invest.
Securities rated less than BBB by S&P or Baa by Moody's or comparable unrated
securities are typically referred to as "junk bonds."
Lower rated securities are less sensitive to interest rate changes than other
fixed income investments but are more sensitive to broad economic changes and
individual corporate developments. The high yield securities market is
relatively new and periods of economic change can be expected to result in
increased market price volatility. As lower rated securities may be traded by a
smaller number of broker-dealers, it may be more difficult for the Board of
Directors to value these securities and the Board's judgment will play a greater
role as less reliable, objective data is available.
Options:
Each Fund may purchase or sell options on individual securities as well as on
indices of securities as a means of achieving additional return or of hedging
the value of its portfolio.
A call option is a contract that gives the holder of the option the right, in
return for a premium paid, to buy from the seller the security underlying the
option at a specified exercise price at any time during the term of the option
or, in some cases, only at the end of the term of the option. The seller of the
call option has the obligation, upon exercise of the option, to deliver the
underlying security upon payment of the exercise price. A put option is a
contract that gives the holder of the option the right, in return for a premium,
to sell to the seller the underlying security at a specified price. The seller
of the put option, on the other hand, has the obligation to buy the underlying
security upon exercise at the exercise price. A Fund's transactions in options
may be subject to specific segregation requirements. See "Hedging Transactions"
below.
If a Fund has sold an option, it may terminate its obligation by effecting a
closing purchase transaction. This is accomplished by purchasing an option of
the same series as the option previously sold. There can be no assurance that a
closing purchase transaction can be effected when the Fund so desires.
The purchaser of an option risks a total loss of the premium paid for the option
if the price of the underlying security does not increase or decrease
sufficiently to justify exercise. The seller of an option, on the other hand,
will recognize the premium as income if the option expires unrecognized but
foregoes any capital appreciation in excess of the exercise price in the case of
a call option and may be required to pay a price in excess of current market
value in the case of a put option. Options purchased and sold, other than on an
exchange, in private transactions also impose on each Fund the credit risk that
the counterparty will fail to honor its obligations. A Fund will not purchase
options if, as a result, the aggregate cost of all outstanding options exceeds
5% of such Fund's assets. To the extent that puts, straddles and similar
investment strategies involve instruments regulated by the Commodity Futures
Trading Commission ("CFTC"), each Fund is limited to an investment not in excess
of 5% of its total assets.
Warrants and Rights:
Each Fund may invest up to 5% of its assets in warrants or rights (other than
those acquired in units or attached to other securities) which entitle the
holder to buy equity securities at a specific price for or at the end of a
specific period of time.
When Issued, Delayed Delivery Securities and Forward Commitments:
Each Fund may enter into forward commitments for the purchase or sale of
securities, including on a "when issued" or "delayed delivery" basis in excess
of customary settlement periods for the type of security involved. In some
cases, a forward commitment may be conditioned upon the occurrence of a
subsequent event, such as approval and consummation of a merger, corporate
reorganization or debt restructuring, i.e., a when, as and if issued security.
When such transactions are negotiated, the price is fixed at the time of the
commitment, with payment and delivery taking place in the future, generally a
month or more after the date of the commitment. While a Fund will only enter
into a forward commitment with the intention of actually acquiring the security,
such Fund may sell the security before the settlement date if it is deemed
advisable.
Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to a Fund prior to the
settlement date. Each Fund will segregate with its custodian cash or liquid
securities in an aggregate amount at least equal to the amount of its
outstanding forward commitments.
Short Sales:
Each Fund may make short sales of securities. A short sale is a transaction in
which a Fund sells a security it does not own in anticipation that the market
price of that security will decline. Each Fund expects to make short sales both
to obtain capital gains from anticipated declines in securities and as a form of
hedging to offset potential declines in long positions in the same or similar
securities. The short sale of a security is considered a speculative investment
technique.
When a Fund makes a short sale, it must borrow the security sold short and
deliver it to the broker-dealer through which it made the short sale in order to
satisfy its obligation to deliver the security upon conclusion of the sale. A
Fund may have to pay a fee to borrow particular securities and are often
obligated to pay over any payments received on such borrowed securities.
A Fund's obligation to replace the borrowed security will be secured by
collateral deposited with the broker-dealer, usually cash, U.S. government
securities or other liquid securities. A Fund will also be required to deposit
similar collateral with its Custodian to the extent, if any, necessary so that
the value of both collateral deposits in the aggregate is at all times equal to
the greater of the price at which the security is sold short or 100% of the
current market value of the security sold short. Depending on arrangements made
with the broker-dealer from which it borrowed the security regarding payment of
any amount received by a Fund on such security, such Fund may not receive any
payments (including interest) on its collateral deposited with such
broker-dealer. If the price of the security sold short increases between the
time of the short sale and the time a Fund replaces the borrowed security, such
Fund will incur a loss; conversely, if the price declines, such Fund will
realize a capital gain. Any gain will be decreased, and any loss increased, by
the transaction costs described above. Although a Fund's gain is limited to the
price at which it sold the security short, its potential loss is theoretically
unlimited.
The market value of the securities sold short of any one issuer will not exceed
either 5% of each Fund's total assets or 5% of such issuer's voting securities.
A Fund will not make a short sale, if, after giving effect to such sale, the
market value of all securities sold short exceeds 25% of the value of its assets
or such Fund's aggregate short sales of a particular class of securities exceeds
25% of the outstanding securities of that class. A Fund may also make short
sales "against the box" without respect to such limitations. In this type of
short sale, at the time of the sale, such Fund owns or has the immediate and
unconditional right to acquire the identical security at no additional cost.
Restricted and Illiquid Securities:
Each Fund may invest up to a total of 15% of its net assets in securities that
are subject to legal or contractual restrictions on resale and securities the
markets for which are illiquid. The sale of illiquid securities often requires
more time and results in higher brokerage charges or dealer discounts and other
selling expenses than does the sale of securities eligible for trading on
national securities exchanges or in the over-the-counter markets. Restricted
securities may sell at a price lower than similar securities that are not
subject to restrictions on resale. Securities freely salable among qualified
institutional investors under special rules adopted by the Securities and
Exchange Commission ("SEC") or otherwise determined to be liquid may be treated
as liquid if they satisfy liquidity standards established by the Board of
Directors. Unseasoned issuers are companies (including predecessors) that have
operated less than three years. The continued liquidity of such securities is
not as well assured as that of publicly traded securities, and accordingly the
Board of Directors will monitor their liquidity. The Board of Directors will
review pertinent factors such as trading activity, reliability of price
information and trading patterns of comparable securities in determining whether
to treat any such security as liquid for purposes of the foregoing 15% test. To
the extent the Board treats such securities as liquid, temporary impairments to
trading patterns of such securities may adversely affect a Fund's liquidity.
Repurchase Agreements:
Each Fund may invest in repurchase agreements, which are agreements pursuant to
which securities are acquired by a Fund from a third party with the
understanding that they will be repurchased by the seller at a fixed price on an
agreed date. These agreements may be made with respect to any of the portfolio
securities in which a Fund is authorized to invest. Repurchase agreements may be
characterized as loans secured by the underlying securities. Each Fund may enter
into repurchase agreements with (i) member banks of the Federal Reserve System
having total assets in excess of $500 million and (ii) securities dealers,
provided that such banks or dealers meet the creditworthiness standards
established by the Adviser ("Qualified Institutions"). The Adviser will monitor
the continued creditworthiness of Qualified Institutions. The resale price
reflects the purchase price plus an agreed upon market rate of interest which is
unrelated to the coupon rate or date of maturity of the purchased security. The
collateral is marked to market daily. Such agreements permit a Fund to keep all
of its assets earning interest while retaining "overnight" flexibility in
pursuit of investments of a longer-term nature.
The use of repurchase agreements involves certain risks. For example, if the
seller of securities under a repurchase agreement defaults on its obligation to
repurchase the underlying securities, as a result of its bankruptcy or
otherwise, a Fund will seek to dispose of such securities, which action could
involve costs or delays. If the seller becomes insolvent and subject to
liquidation or reorganization under applicable bankruptcy or other laws, such
Fund's ability to dispose of the underlying securities may be restricted.
Finally, it is possible that a Fund may not be able to substantiate its interest
in the underlying securities. To minimize this risk, the securities underlying
the repurchase agreement will be held by each Fund's custodian at all times in
an amount at least equal to the repurchase price, including accrued interest. If
the seller fails to repurchase the securities, a Fund may suffer a loss to the
extent proceeds from the sale of the underlying securities are less than the
repurchase price. Each Fund will not enter into repurchase agreements of a
duration of more than seven days if taken together with all other illiquid
securities in the Fund's portfolio, more than 15% of its net assets would be so
invested.
Loans Of Portfolio Securities:
To increase income, each Fund may lend its portfolio securities to securities
broker-dealers or financial institutions if (1) the loan is collateralized in
accordance with applicable regulatory requirements including collaterization
continuously at no less than 100% by marking to market daily, (2) the loan is
subject to termination by the Fund at any time, (3) the Fund receives reasonable
interest or fee payments on the loan, (4) the Fund is able to exercise all
voting rights with respect to the loaned securities and (5) the loan will not
cause the value of all loaned securities to exceed 33 1/3% of the value of the
Fund's assets.
<PAGE>
If the borrower fails to maintain the requisite amount of collateral, the loan
automatically terminates and the Fund could use the collateral to replace the
securities while holding the borrower liable for any excess of replacement cost
over the value of the collateral. As with any extension of credit, there are
risks of delay in recovery and in some cases even loss of rights in collateral
should the borrower of the securities fail financially.
Borrowing:
Each Fund may not borrow money except for (1) short-term credits from banks as
may be necessary for the clearance of portfolio transactions, and (2) borrowings
from banks for temporary or emergency purposes, including the meeting of
redemption requests, which would otherwise require the untimely disposition of
its portfolio securities. Borrowing may not, in the aggregate, exceed 15% of
assets after giving effect to the borrowing and borrowing for purposes other
than meeting redemptions may not exceed 5% of the value of each Fund's assets
after giving effect to the borrowing. Each Fund will not make additional
investments when borrowings exceed 5% of assets. Each Fund may mortgage, pledge
or hypothecate assets to secure such borrowings.
Hedging Transactions:
Futures Contracts. Each Fund may enter into futures contracts only for certain
bona fide hedging, yield enhancement and risk management purposes. Each Fund may
enter into futures contracts for the purchase or sale of debt securities, debt
instruments, or indices of prices thereof, stock index futures, other financial
indices, and U.S. Government Securities.
A "sale" of a futures contract (or a "short" futures position) means the
assumption of a contractual obligation to deliver the securities underlying the
contract at a specified price at a specified future time. A "purchase" of a
futures contract (or a "long" futures position) means the assumption of a
contractual obligation to acquire the securities underlying the contract at a
specified price at a specified future time.
Certain futures contracts are settled on a net cash payment basis rather than by
the sale and delivery of the securities underlying the futures contracts. U.S.
futures contracts have been designed by exchanges that have been designated as
"contract markets" by the CFTC and must be executed through a futures commission
merchant (i.e., a brokerage firm) which is a member of the relevant contract
market. Futures contracts trade on these contract markets and the exchange's
affiliated clearing organization guarantees performance of the contracts as
between the clearing members of the exchange.
These contracts entail certain risks, including but not limited to the
following: no assurance that futures contracts transactions can be offset at
favorable prices, possible reduction of the Fund's yield due to the use of
hedging, possible reduction in value of both the securities hedged and the
hedging instrument, possible lack of liquidity due to daily limits on price
fluctuation, imperfect correlation between the contracts and the securities
being hedged, and potential losses in excess of the amount invested in the
futures contracts themselves.
Currency Transactions. Each Fund may enter into various currency transactions,
including forward foreign currency contracts, currency swaps, foreign currency
or currency index futures contracts and put and call options on such contracts
or on currencies. A forward foreign currency contract involves an obligation to
purchase or sell a specific currency for a set price at a future date. A
currency swap is an arrangement whereby each party exchanges one currency for
another on a particular date and agrees to reverse the exchange on a later date
at a specific exchange rate. Forward foreign currency contracts and currency
swaps are established in the interbank market conducted directly between
currency traders (usually large commercial banks or other financial
institutions) on behalf of their customers. Futures contracts are similar to
forward contracts except that they are traded on an organized exchange and the
obligations thereunder may be offset by taking an equal but opposite position to
the original contract, with profit or loss determined by the relative prices
between the opening and offsetting positions. Each Fund expects to enter into
these currency contracts and swaps in primarily the following circumstances: to
"lock in" the U.S. dollar equivalent price of a security the Fund is
contemplating buying or selling which is denominated in a non-U.S. currency or
to protect against a decline against the U.S. dollar of the currency of a
particular country to which the Fund's portfolio has exposure. The Fund
anticipates seeking to achieve the same economic result by utilizing from time
to time for such hedging a currency different from the one of the given
portfolio security as long as, in the view of the Adviser, such currency is
essentially correlated to the currency of the relevant portfolio security based
on historic and expected exchange rate patterns.
The Adviser may choose to use such instruments on behalf of each Fund depending
upon market conditions prevailing and the perceived investment needs of each
Fund. Futures contracts, interest rate swaps, and options on securities, indices
and futures contracts and certain currency contracts sold by each Fund are
generally subject to segregation and coverage requirement with the result that,
if the Funds do not hold the security or futures contract underlying the
instrument, each Fund will be required to segregate on an ongoing basis with its
custodian, cash, U.S. government securities, or other liquid securities in an
amount at least equal to each Fund's obligations with respect to such
instruments. Such amounts fluctuate as the obligations increase or decrease. The
segregation requirement can result in each Fund maintaining securities positions
it would otherwise liquidate or segregating assets at a time when it might be
disadvantageous to do so.
INVESTMENT RESTRICTIONS
Each Fund's investment objective and the following investment restrictions are
fundamental and cannot be changed without the approval of the holders of a
majority of each Fund's outstanding voting securities (defined in the Investment
Company Act of 1940, amended as the "1940 Act"), being the lesser of (a) more
than 50% of the outstanding shares or (b) 67% or more of the shares represented
at a meeting at which more than 50% of the outstanding shares are represented).
All other investment policies or practices are considered by each Fund not to be
fundamental and accordingly may be changed without stockholder approval. If a
percentage restriction on investment or use of assets set forth below is adhered
to at the time a transaction is effected, later changes in percentage resulting
from changing market values or total assets of each Fund will not be considered
a deviation from policy. No Fund may:
(1) issue senior securities, except that each Fund may borrow money,
including on margin if margin securities are owned and enter into reverse
repurchase agreements in an amount up to 33 1/3% of its total assets
(including the amount of such enumerated senior securities issued but
excluding any liabilities and indebtedness not constituting senior
securities) and except that each Fund may borrow up to an additional 5%
of its total assets for temporary purposes; or pledge its assets other
than to secure such issuances or in connection with hedging transactions,
short sales, when-issued and forward commitment transactions and similar
investment strategies. Each Fund's obligations under reverse repurchase
agreements and the foregoing investment strategies are not treated as
senior securities;
(2) make loans of money or property to any person, except through loans of
portfolio securities, the purchase of fixed income securities or the
acquisition of securities subject to repurchase agreements;
(3) underwrite the securities of other issuers, except to the extent that
in connection with the disposition of portfolio securities or the sale of
its own shares a Fund may be deemed to be an underwriter;
(4) invest for the purpose of exercising control over management of any
company;
(5) purchase real estate or interests therein, including limited
partnerships that invest primarily in real estate equity interests, other
than mortgage-backed securities, publicly traded real estate investment
trusts and similar instruments; or
(6) purchase or sell commodities or commodity contracts except for certain
bona fide hedging, yield enhancement and risk management purposes or
invest in any oil, gas or mineral interests.
DIRECTORS AND OFFICERS
Under Maryland law, the Corporation's Board of Directors is responsible for
establishing the Corporation's policies and for overseeing the management of the
Fund. The Board elects the Fund's officers who conduct the daily business of the
Corporation. The Directors and Executive Officers of the Corporation, their
principal business occupations during the last five years and their
affiliations, if any with the Adviser are set forth below. Directors deemed to
be "interested persons" of the Corporation for purposes of the 1940 Act are
indicated by an asterisk.
<TABLE>
<CAPTION>
<S> <C>
Principal Occupations During Last Five Years;
Name, Position With Fund and Address Affiliations With the Adviser
Mario J. Gabelli* Chairman of the Board and President of the Funds, Chief
President, Director and Chief Executive Officer and Chief Investment Officer Gabelli
Investment Officer Asset Management Inc. (since 1999) and of Gabelli Group
One Corporate Center Capital Partners, Inc. (since 1980), Chief Investment
Rye, New York 10580 Officer of Gabelli Funds, LLC. Director or Trustee and
Age: 57 officer of various other investment companies advised by
Gabelli Funds, LLC and its affiliates; Chairman of the
Board of Lynch Corporation, (a diversified manufacturing
company); Chairman of the Board and Chief Executive
Officer of Lynch Interactive Corporation (a communications
services company); Director and Member of the Office of
the Chairman of Spinnaker Industries, Inc.
Felix J. Christiana Formerly Senior Vice President of Dry Dock Savings
Director Bank. Director or Trustee of other mutual funds advised
One Corporate Center by the Adviser and its affiliates.
Rye, New York 10580
Age: 75
Anthony J. Colavita President and Attorney at Law in the law firm of Anthony
Director J. Colavita, P.C. since 1961; Director or Trustee of
One Corporate Center various other mutual funds advised by Gabelli Funds, LLC
Rye, New York 10580 and its affiliates.
Age: 64
John D. Gabelli* Senior Vice President of Gabelli & Company, Inc.;
Director Director of Gabelli Advisers, Inc.; Director of other
One Corporate Center mutual funds advised by the Adviser and its affiliates.
Rye, New York 10580
Age: 55
Karl Otto Pohl* Member of the Shareholder Committee of Sal Oppenheim Jr.
Director & Cie (private investment bank); Director of Gabelli
One Corporate Center Asset Management Inc. (investment management), Zurich
Rye, New York 10580 Allied (insurance), and TrizecHahn Corp.; Former
Age: 70 President of the Deutsche Bundesbank and Chairman of its
Central Bank Council from 1980 through 1991; and Director or
Trustee of all other mutual funds advised by Gabelli
Funds, LLC and its affiliates.
<PAGE>
Werner Roeder, M. D. Medical Director, Lawrence Hospital and practicing
Director private physician. Director of various other mutual
One Corporate Center funds advised by the Adviser and its affiliates.
Rye, New York 10580
Age: 59
Anthonie C. van Ekris Managing Director of Balmac International, Ltd.;
Director Director of Spinnaker Industries, Inc. and Stahel
One Corporate Center Mardmeyer A.Z.; and Director or Trustee of 9 other
Rye, New York 10580 mutual funds advised by Gabelli Funds, LLC and its
Age: 65 affiliates.
Bruce N. Alpert Vice President and Chief Operating Officer of the
Vice President and Treasurer Investment Advisory Division of the Adviser; officer of
One Corporate Center each mutual fund managed by the Adviser or its
Rye, New York 10580 affiliates.
Age: 48
Mr. A. Hartswell Woodson III Portfolio Manager for the Adviser since 1993. Employed
Vice President - Portfolio Manager by ABN Ambro Bank N.V. from 1988-1993.
One Corporate Center
Rye, New York 10580
Age: 41
James E. McKee Vice President and General Counsel of Gabelli Asset
Secretary management Inc. (since 1977) and of GAMCO Investors,
One Corporate Center Inc. (since 1993); Secretary of various mutual funds
Rye, New York 10580 managed by the Adviser or its affiliates; U.S. SEC, New
Age: 36 York, (Branch Chief, 1992-1993, Staff Attorney,
1989-1992).
</TABLE>
The Corporation, its investment adviser and principal underwriter have adopted a
code of ethics (the "Code of Ethics") under Rule 17j-1 of the 1940 Act. The Code
of Ethics permits personnel, subject to the Code of Ethics and their provisions,
to invest in securities, including securities that may be purchased or held by
the Corporation.
The Corporation pays each Director who is not an employee of the Adviser or an
affiliated company an annual fee of $1,500 and $500 for each meeting of the
Board of Directors attended by the Director, and reimburses Directors for
certain travel and other out-of-pocket expenses incurred by them in connection
with attending such meetings. Directors and officers of the Corporation who are
employed by the Adviser or an affiliated company receive no compensation or
expense reimbursement for serving as a director of the Corporation. The
following table sets forth certain information regarding the compensation of the
Corporation's directors and officers. Except as disclosed below, no executive
officer or person affiliated with the Corporation received compensation from the
Corporation for the calendar year ended December 31, 1999 in excess of
$60,000.
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Total Compensation
Aggregate Compensation From the Fund and
From Registrant For Fund Complex Paid
Name of Person, Registrant Position Fiscal Year To Directors*
Mario J. Gabelli, President, $0 $0 (17)
Director
and Chief Investment Officer
Felix J. Christiana, Director $4,000 $98,750 (11)
Anthony J. Colavita, Director $4,000 $95,375 (17)
John D. Gabelli, Director $0 $0 (6)
Karl Otto Pohl, Director $875 $25,250 (19)
Werner Roeder, M.D., Director $4,000 $32,734 (10)
Anthonie C. van Ekris, Director $3,500 $59,750 (11)
- ---------------------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1999. The parenthetical number represents the
number of investment companies (including the Fund) from which such person
received compensation that are considered part of the same fund complex as
the Fund because they have common or affiliated investment advisers.
</TABLE>
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of February 28, 2000, the following persons owned of record or
beneficially 5% or more of the Funds' outstanding shares:
<TABLE>
<CAPTION>
<S> <C>
NAME AND ADDRESS OF HOLDER OF RECORD PERCENTAGE OF FUND
GLOBAL TELECOMMUNICATIONS FUND
National Financial Service Corp
FBO Ben of Custs
Attn: Mutual Funds
150 Essex Street 9.74%
Millburn, NJ 07041-1603
Charles Schwab & Co., Inc.
Special Custody Account
FBO Ben of Custs
Attn: Mutual Funds
101 Montgomery Street 18.30%
San Francisco, CA 94104
GLOBAL GROWTH FUND
National Financial Service Corp
FBO Ben of Custs
Attn: Mutual Funds
200 Liberty Street 15.73%
New York, NY 10281-1003
Charles Schwab & Co., Inc.
Special Custody Account
FBO Ben of Custs
Attn: Mutual Funds
101 Montgomery Street 23.09%
San Francisco, Ca 94104
GLOBAL OPPORTUNITY FUND
Gabelli Group Capital Partners
One Corporate Center 10.95%
Rye, NY 10580-1442
Charles Schwab & Co., Inc.
Reinvest Account
Attn: Mutual Funds
101 Montgomery Street 11.70%
San Francisco, CA 94104
GLOBAL CONVERTIBLE SECURITIES FUND
National Investor Services Corp.
FBO Ben of Custs
55 Water Street, Fl. 32 14.24%
New York, NY 10041-3299
National Financial Service Corp.
FBO Ben of Custs
Attn: Mutual Funds
200 Liberty Street 6.33%
New York, NY 10281-1003
Charles Schwab & Co., Inc.
Special Custody Account
FBO Ben of Custs
Attn: Mutual Funds
101 Montgomery Street 24.62%
San Francisco, CA 94104-4122
</TABLE>
As of February 28, 2000, as a group, the Directors and officers of the
Fund (other than Mr. Gabelli) owned less than 1% of the outstanding shares of
the Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser:
The Adviser is a New York limited liability company which also serves as an
investment adviser to 15 other open-end investment companies, and 4 closed-end
investment companies with aggregate assets in excess of $10.6 billion as of
December 31, 1999. The Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended. Mr. Mario J. Gabelli may be deemed
a "controlling person" of the Adviser on the basis of his controlling interest
of the ultimate parent company of the Adviser. The Adviser has several
affiliates that provide investment advisory services: GAMCO Investors, Inc.
("GAMCO"), a wholly-owned subsidiary of the Adviser, acts as investment adviser
for individuals, pension trusts, profit-sharing trusts and endowments, and had
assets under management of approximately $9.4 billion under its management as of
December 31, 1999; Gabelli Advisers, Inc. acts as investment adviser to the
Gabelli Westwood Funds with assets under management of approximately $390
million as of December 31, 1999; Gabelli Securities, Inc. acts as investment
adviser to certain alternative investments products, consisting primarily of
risk arbitrage and merchant banking limited partnerships and offshore companies,
with assets under management of approximately $230 million as of December 31,
1999; and Gabelli Fixed Income LLC acts as investment adviser for the three
portfolios of The Treasurer's Fund and separate accounts having assets under
management of approximately $1.4 billion as of December 31, 1999.
Affiliates of the Adviser may, in the ordinary course of their business, acquire
for their own account or for the accounts of their advisory clients, significant
(and possibly controlling) positions in the securities of companies that may
also be suitable for investment by the Funds. The securities in which the Funds
might invest may thereby be limited to some extent. For instance, many companies
in the past several years have adopted so-called "poison pill" or other
defensive measures designed to discourage or prevent the completion of
non-negotiated offers for control of the company. Such defensive measures may
have the effect of limiting the shares of the company which might otherwise be
acquired by the Funds if the affiliates of the Adviser or their advisory
accounts have or acquire a significant position in the same securities. However,
the Adviser does not believe that the investment activities of its affiliates
will have a material adverse effect upon the Funds in seeking to achieve its
investment objectives. Securities purchased or sold pursuant to contemporaneous
orders entered on behalf of the investment company accounts of the Adviser or
the advisory accounts managed by its affiliates for their unaffiliated clients
are allocated pursuant to principles believed to be fair and not disadvantageous
to any such accounts. In addition, all such orders are accorded priority of
execution over orders entered on behalf of accounts in which the Adviser or its
affiliates have a substantial pecuniary interest. The Adviser may on occasion
give advice or take action with respect to other clients that differ from the
actions taken with respect to the Funds. The Funds may invest in the securities
of companies which are investment management clients of GAMCO. In addition,
portfolio companies or their officers or directors may be minority shareholders
of the Adviser or its affiliates.
Pursuant to the Investment Advisory Contracts (the "Contracts"), which were last
approved by the Trustees of the Funds at a meeting held on November 17, 1999,
the Adviser furnishes a continuous investment program for each Fund's portfolio,
makes the day-to-day investment decisions for the Funds, arranges the portfolio
transactions of the Funds and generally manages each Fund's investments in
accordance with the stated policies of each Fund, subject to the general
supervision of the Board of Trustees of the Funds. For the services it provides,
the Adviser is paid an annual fee based on the value of each Fund's average
daily net assets of 1.00%.
Under the Contracts, the Adviser also (i) provides the Funds with the services
of persons competent to perform such supervisory, administrative, and clerical
functions as are necessary to provide effective administration of the Funds,
including maintaining certain books and records and overseeing the activities of
the Funds' Custodian and Transfer Agent; (ii) oversees the performance of
administrative and professional services to the Funds by others, including the
Funds' Sub-Administrator, Custodian, Transfer Agent and Dividend Disbursing
Agent, as well as accounting, auditing and other services performed for the
Funds; (iii) provides the Funds with adequate office space and facilities; (iv)
prepares, but does not pay for, the periodic updating of the Funds' registration
statement, Prospectus and Additional Statement, including the printing of such
documents for the purpose of filings with the SEC and state securities
administrators, the Funds' tax returns, and reports to each Fund's shareholders
and the SEC; (v) calculates the net asset value of shares in each Fund; (vi)
prepares, but does not pay for, all filings under the securities or "Blue Sky"
laws of such states or countries as are designated by the Distributor, which may
be required to register or qualify, or continue the registration or
qualification, of the Funds and/or its shares under such laws; and (vii)
prepares notices and agendas for meetings of the Funds' Board of Trustees and
minutes of such meetings in all matters required by the 1940 Act to be acted
upon by the Board.
The Contracts provide that absent willful misfeasance, bad faith, gross
negligence or reckless disregard of its duty, the Adviser and its employees,
officers, directors and controlling persons are not liable to the Funds or any
of its investors for any act or omission by the Adviser or for any error of
judgment or for losses sustained by the Funds. However, the Contracts provide
that the Funds are not waiving any rights it may have with respect to any
violation of law which cannot be waived. The Contracts also provide
indemnification for the Adviser and each of these persons for any conduct for
which they are not liable to the Funds. The Contracts in no way restrict the
Adviser from acting as adviser to others. The Funds have agreed by the terms of
the Contracts that the word "Gabelli" in its name is derived from the name of
the Adviser which in turn is derived from the name of Mario J. Gabelli; that
such name is the property of the Adviser for copyright and/or other purposes;
and that, therefore, such name may freely be used by the Adviser for other
investment companies, entities or products. The Funds have further agreed that
in the event that for any reason, the Adviser ceases to be its investment
adviser, the Funds will, unless the Adviser otherwise consents in writing,
promptly take all steps necessary to change its name to one which does not
include "Gabelli."
By its terms, the Contracts will remain in effect for a period of two years and
thereafter from year to year, provided each such annual continuance is
specifically approved by the Funds' Board of Trustees or by a "majority" (as
defined in the 1940 Act) vote of its shareholders and, in either case, by a
majority vote of the Trustees who are not parties to the Contracts or interested
persons of any such party, cast in person at a meeting called specifically for
the purpose of voting on the Contracts. The Contracts are terminable without
penalty by the Funds on sixty days' written notice when authorized either by
majority vote of its outstanding voting shares or by a vote of a majority of its
Board of Trustees, or by the Adviser on sixty days' written notice, and will
automatically terminate in the event of its "assignment" as defined by the 1940
Act.
The Contracts also provide that the Adviser is obligated to reimburse to each
Fund any amount up to the amount of its advisory fee by which its aggregate
expenses, including advisory fees, payable to the Adviser (but excluding
interest, taxes, Rule 12b-1 expenses, brokerage commissions, extraordinary
expenses and any other expenses not subject to any applicable expense
limitation) during the portion of any fiscal year in which the Contracts are in
effect exceed [the most restrictive expense limitation imposed by the securities
law of any jurisdiction in which shares of each Fund are registered or qualified
for sale.] For purposes of this expense limitation, each Fund's expenses are
accrued monthly and the monthly fee otherwise payable to the Adviser postponed
to the extent that each Fund's includable expenses to date exceed the
proportionate amount of such limitation to date.
ADVISORY FEES EARNED AND ADVISORY FEES WAIVED AND EXPENSES
REIMBURSED BY THE FUNDS FOR THE YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1999 1998 1997
----------------------- --------------------------------- ---------------------------------------
Fees Fees Fees
Waived Waived Waived
and Expenses and Expenses and Expenses
Reimbursed Reimbursed Reimbursed
Earned Earned Earned
Global Telecommunications Fund $ 2,777,193 $ 0 $ 1,456,869 $ 0 $ 1,080,470 $ 0
Global Growth Fund $ 1,861,639 $ 0 $ 696,977 $ 0 $ 324,399 $ 0
Global Convertible $ 94,640 $ 0 $ 81,333 $ 0 $ 111,722 $ 0
Securities Fund
Global Opportunity Fund* $ 116,948 $ 110,241 $ 27,976 $ 27,976 N/A N/A
* For the fiscal year ended December 31, 1999. During the year 2000, the Adviser
voluntarily agreed to reimburse the Global Opportunity Fund's Class AAA expenses
and/or waive its management fee to maintain total annual expenses at 1.50% of
average net assets. For the fiscal year ending December 31, 2000, the Adviser
has contractually agreed to waive its investment advisory fees to the extent
necessary to maintain certain expense ratio caps for Class A, Class B and Class
C Shares until at least December 31, 2000.
</TABLE>
<PAGE>
The Sub-Administrator:
The Adviser has entered into a Sub-Administration Agreement (the
"Sub-Administration Agreement") with PFPC Inc. (formerly known as First Data
Investor Services Group, Inc.) (the "Sub-Administrator"), a majority-owned
subsidiary of PNC Bank Corp., which is located at 101 Federal Street, Boston,
Massachusetts 02110. Under the Sub-Administration Agreement, the
Sub-Administrator (a) assists insupervising all aspects of the Corporation's
operations except those performed by the Adviser under its advisory agreements
with the Funds; (b) supplies the Corporation with office facilities (which may
be in the Sub-Administrator's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping services, including,
but not limited to, the calculation of the net asset value of shares in the
Funds, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; (c) prepares and
distributes materials for all Corporation Board of Trustees' Meetings including
the mailing of all Board materials and collates the same materials into the
Board books and assists in the drafting of minutes of the Board Meetings; (d)
prepares reports to Fund shareholders, tax returns and reports to and filings
with the SEC and state "Blue Sky" authorities; (e) calculates the Funds' net
asset value per share, provides any equipment or services necessary for the
purpose of pricing shares or valuing the Funds' investment portfolio and, when
requested, calculates the amounts permitted for the payment of distribution
expenses under any distribution plan adopted by the Funds; (f) provides
compliance testing of all Fund activities against applicable requirements of the
1940 Act and the rules thereunder, the Code, and the Funds' investment
restrictions; (g) furnishes to the Adviser such statistical and other factual
information and information regarding economic factors and trends as the Adviser
from time to time may require; and (h) generally provides all administrative
services that may be required for the ongoing operation of the Corporation in a
manner consistent with the requirements of the 1940 Act.
For the services it provides, the Adviser pays the Sub-Administrator an annual
fee based on the value of the aggregate average daily net assets of all funds
under its administration managed by the Adviser as follows: up to $10 billion -
.0275%; over $10 billion to $15 billion - .0125%; over $15 billion - .01%. The
Sub-Administrator's fee is paid by the Adviser and will result in no additional
expenses to the Fund.
Counsel
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New
York 10036, serves as the Fund's legal counsel.
Independent Auditors
Grant Thornton LLP, independent auditors, have been selected to audit the Funds'
annual financial statements, and is located at 60 Broad Street, New York, New
York 10004-2616.
Custodian, Transfer Agent and Dividend Disbursing Agent
State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, MA 02110 is the Custodian for the Fund's cash and securities. Boston
Financial Data Services, Inc. ("BFDS"), an affiliate of State Street located at
the BFDS Building, Two Heritage Drive, Quincy, Massachusetts 02171, performs the
services of transfer agent and dividend disbursing agent for the Fund. Neither
BFDS nor State Street assists in or is responsible for investment decisions
involving assets of the Fund.
Distributor
To implement the Funds' 12b-1 Plans, each Fund has entered into a Distribution
Agreement with Gabelli & Company, Inc. (the "Distributor"), a New York
corporation which is an indirect majority owned subsidiary of GAMI, having
principal offices located at One Corporate Center, Rye, New York 10580. The
Distributor acts as agent of the Fund for the continuous offering of its shares
on a best efforts basis.
DISTRIBUTION PLANS
Pursuant to separate distribution and service plans (the Class A Plan, the Class
B Plan, the Class C Plan and the Class AAA Plan, collectively, the "Plans")
adopted by each of the Funds pursuant to Rule 12b-1 under the 1940 Act and the
Distribution Agreement, the Distributor incurs expenses of distributing the
Funds' Class A, Class B, Class C and Class AAA shares. In addition, the
Distributor receives the proceeds of contingent deferred sales charges ("CDSC")
paid by investors upon certain redemptions of Class B and Class C shares.
The Plans continue in effect from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Directors,
including a majority vote of the Directors who are not interested persons of the
Corporation and who have no direct or indirect financial interest in the
operation of the Plans (the "Independent Directors"), cast in person at a
meeting called for the purpose of voting on such continuance. The Plans may each
be terminated at any time, without penalty, by the vote of a majority of the
Independent Directors, or by the vote of the holders of a majority of the
outstanding shares of the applicable class of the Funds on not more than 30
days' written notice to any other party to the Plans. The Plans may not be
amended to increase materially the amounts to be spent for the services
described therein without approval by the shareholders of the applicable class
(by both Class A and Class B shareholders, voting separately, in the case of
material amendments to the Class A Plan), and all material amendments must be
approved by the Board of Directors in the manner described above. Each Plan will
automatically terminate in the event of its assignment. The Funds will not be
contractually obligated to pay expenses incurred under any Plan if it is
terminated or not continued.
Pursuant to each Plan, the Board of Directors will review at least quarterly a
written report of the distribution expenses incurred on behalf of each class of
shares of the Funds by the Distributor. The report includes an itemization of
the distribution expenses and the purposes of such expenditures. In addition, as
long as the Plans remain in effect, the selection and nomination of Independent
Directors shall be committed to the Independent Directors.
Pursuant to the Distribution Agreement, the Corporation has agreed to indemnify
the Distributor to the extent permitted by applicable law against certain
liabilities under the federal securities laws.
Pursuant to rules of the NASD, the Distributor is required to limit aggregate
initial sales charges, deferred sales charges and asset-based sales charges to
6.25% of total gross sales of each class of shares. Interest charges on
unreimbursed distribution expenses equal to the prime rate plus one percent per
annum may be added to the 6.25% limitation. Additional shares resulting from the
reinvestment of dividends and distributions are not included in the calculation
of the 6.25% limitation. The annual asset-based sales charge on shares of the
Funds may not exceed .75 of 1% per class. The 6.25% limitation applies to each
class of the Fund rather than on a per shareholder basis. If aggregate sales
charges were to exceed 6.25% of total gross sales of any class, all sales
charges on shares of the class would be suspended.
During the fiscal year ended December 31, 1999, the Distributor incurred
expenses for the Class AAA of the Gabelli Global Telecommunications Fund under
the Distribution Plan of $605,100. Of this amount $14,600 was spent on
advertising, $125,600 was spent on printing, postage and stationery, $63,200 on
overhead support expenses, $239,000 on salaries of personnel of the Distributor
and $162,700 on third party brokers. Pursuant to the Distribution Plan, the Fund
paid the Distributor $694,299, or .25% of its average daily net assets.
During the fiscal year ended December 31, 1999, the Distributor incurred
expenses for the Class AAA of the Gabelli Global Growth Fund under the
Distribution Plan of $1,222,500. Of this amount $457,800 was spent on
advertising, $126,000 was spent on printing, postage and stationery, $91,600 on
overhead support expenses, $346,400 on salaries of personnel of the Distributor
and $200,700 on third party brokers. Pursuant to the Distribution Plan, the Fund
paid the Distributor $465,410, or .25% of its average daily net assets.
During the fiscal year ended December 31, 1999, the Distributor incurred
expenses for the Class AAA of the Gabelli Global Opportunity Fund under the
Distribution Plan of $113,600. Of this amount $6,100 was spent on advertising,
$37,100 was spent on printing, postage and stationery, $21,400 on overhead
support expenses, $45,200 on salaries of personnel of the Distributor and $3,800
on third party brokers. Pursuant to the Distribution Plan, the Fund paid the
Distributor $29,287, or .25% of its average daily net assets.
During the fiscal year ended December 31, 1999, the Distributor incurred
expenses for the Class AAA of the Gabelli Global Convertible Securities Fund
under the Distribution Plan of $35,700. Of this amount $5,000 was spent on
advertising, $13,300 was spent on printing, postage and stationery, $2,200 on
overhead support expenses, $9,800 on salaries of personnel of the Distributor
and $5,400 on third party brokers. Pursuant to the Distribution Plan, the Fund
paid the Distributor $23,667, or .25% of its average daily net assets.
Each Plan compensates the Distributor regardless of its expenses.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Adviser is authorized on behalf of each Fund to employ brokers to effect the
purchase or sale of portfolio securities with the objective of obtaining prompt,
efficient and reliable execution and clearance of such transactions at the most
favorable price obtainable ("best execution") at a reasonable expense.
Transactions in securities other than those for which a securities exchange is
the principal market are generally done through a principal market maker.
However, such transactions may be effected through a brokerage firm and a
commission is paid whenever it appears that the broker can obtain a more
favorable overall price. In general, there may be no stated commission in the
case of securities traded on the over-the-counter markets, but the prices of
those securities may include undisclosed commissions or markups. Options
transactions will usually be effected through a broker and a commission will be
charged. Each Fund also expects that securities will be purchased at times in
underwritten offerings where the price includes a fixed amount of compensation
generally referred to as the underwriter's concession or discount.
The Adviser currently serves as adviser to a number of investment company
clients and may in the future act as adviser to others. Affiliates of the
Adviser act as investment adviser to numerous private accounts. It is the
practice of the Adviser and its affiliates to cause purchase and sale
transactions to be allocated among each Fund and others whose assets they manage
in such manner as they deem equitable. In making such allocations among each
Fund and other client accounts, the main factors considered are the respective
investment objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for such investment, the size of
investment commitments generally held and the opinions of the persons
responsible for managing the portfolios of each Fund and other client accounts.
The policy of each Fund regarding purchases and sales of portfolio securities is
that primary consideration will be given to obtaining the most favorable prices
and efficient execution of transactions. In seeking to implement each Fund's
policies, the Adviser effects transactions with those brokers and dealers who
the Adviser believes provide the most favorable prices and are capable of
providing efficient executions. If the Adviser believes such price and execution
are obtainable from more than one broker or dealer, it may give consideration to
placing portfolio transactions with those brokers and dealers who also furnish
research and other services to each Fund or the Adviser of the type described in
Section 28(e) of the Securities Exchange Act of 1934. In doing so, each Fund may
also pay higher commission rates than the lowest available when the Adviser
believes it is reasonable to do so in light of the value of the brokerage and
research services provided by the broker effecting the transaction. Such
services may include, but are not limited to, any one or more of the following:
information as to the availability of securities for purchase or sale;
statistical or factual information or opinions pertaining to investment; wire
services; and appraisals or evaluations of portfolio securities.
Research services furnished by brokers or dealers through which the Fund effects
securities transactions are used by the Adviser and its advisory affiliates in
carrying out their responsibilities with respect to all of their accounts over
which they exercise investment discretion. Such investment information may be
useful only to one or more of the other accounts of the Adviser and its advisory
affiliates, and research information received for the commissions of those
particular accounts may be useful both to the Fund and one or more of such other
accounts. The purpose of this sharing of research information is to avoid
duplicative charges for research provided by brokers and dealers. Neither
the Fund nor the Adviser has any legally binding agreement with any broker or
dealer regarding any specific amount of brokerage commissions which will be paid
in recognition of such services. However, in determining the amount of portfolio
commissions directed to such brokers or dealers, the Adviser does consider the
level of services provided. Based on such determinations, the Adviser has
allocated brokerage commissions of $0 on portfolio transactions in the principal
amount of $0 during 1999, to various broker-dealers that have provided research
services to the Adviser.
The following charts show brokerage commissions paid by the Adviser on behalf of
each Fund, the amount and percentage of commissions paid by each Fund to Gabelli
& Company, Inc., an affiliate of the Adviser ("Gabelli"), and the percentage of
all transactions involving the payment of commissions to Gabelli.
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
December 31, 1997 December 31, 1998 December 31, 1999
Total brokerage commissions paid by $61,219 $96,749 $195,277
the Adviser on behalf of the Fund
Total brokerage commissions paid by $7,785 $38,999 $118,939
the Fund to Gabelli & Company, Inc.
% of aggregate brokerage commissions 12.7% 40.3% 60.9%
% of principal amount of transactions 20.6% 36.8% 60.1%
involving commissions effected through
Gabelli & Company, Inc.
THE GABELLI GLOBAL GROWTH FUND
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
December 31, 1997 December 31, 1998 December 31, 1999
Total brokerage commissions paid by $106,631 $280,436 $636,477
the Adviser on behalf of the Fund
Total brokerage commissions paid by $15,255 $14,345 $9,650
the Fund to Gabelli & Company, Inc.
% of aggregate brokerage commissions 14.3% 5.1% 1.5%
% of principal amount of transactions 12.0% 5.8% 4.1%
involving commissions effected through
Gabelli & Company, Inc.
<PAGE>
THE GABELLI GLOBAL OPPORTUNITY FUND
Fiscal Year Ended Period Ended Fiscal Year Ended
December 31, 1997 December 31, 1998 December 31, 1999
Total brokerage commissions paid by N/A $17,929 $38,775
the Adviser on behalf of the Fund
Total brokerage commissions paid by N/A $1,130 $445
the Fund to Gabelli & Company, Inc.
% of aggregate brokerage commissions N/A 6.3% 1.1%
% of principal amount of transactions N/A 10.4% 1.3%
involving commissions effected through
Gabelli & Company, Inc.
THE GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
December 31, 1997 December 31, 1998 December 31, 1999
Total brokerage commissions paid by $9,993 $6,606 $9,756
the Adviser on behalf of the Fund
Total brokerage commissions paid by $0 $1,415 $203
the Fund to Gabelli & Company, Inc.
% of aggregate brokerage commissions 0.0% 7.89% 2.1%
% of principal amount of transactions 0.0% 5.1% 5.5%
involving commissions effected through
Gabelli & Company, Inc.
</TABLE>
The Adviser may also place orders for the purchase or sale of portfolio
securities with Gabelli, a broker-dealer member of the National Association of
Securities Dealers, Inc. when it appears that, as an introducing broker or
otherwise, Gabelli can obtain a price and execution which is at least as
favorable as that obtainable by other qualified brokers. The Adviser may also
consider sales of shares of each Fund and any other registered investment
companies managed by the Adviser and its affiliates by brokers and dealers other
than the Distributor as a factor in its selection of brokers and dealers to
execute portfolio transactions for each Fund.
As required by Rule 17e-1 under the 1940 Act, the Board of Directors of each
Fund has adopted "Procedures" which provide that the commissions paid to Gabelli
on stock exchange transactions may not exceed that which would have been charged
by another qualified broker or member firm able to effect the same or comparable
transaction at an equally favorable price. Rule 17e-1 and the Procedures contain
requirements that the Board, including independent Directors, conduct periodic
compliance reviews of such brokerage allocations and review such schedule at
least annually for its continuing compliance with the foregoing standard. The
Adviser and Gabelli are also required to furnish reports and maintain records in
connection with such reviews.
To obtain the best execution of portfolio trades on the New York Stock Exchange
("NYSE"), Gabelli controls and monitors the execution of such transactions on
the floor of the NYSE through independent "floor brokers" or through the
Designated Order Turnaround System of the NYSE. Such transactions are then
cleared, confirmed to the Fund for the account of Gabelli, and settled directly
with the Custodian of each Fund by a clearing house member firm which remits the
commission less its clearing charges to Gabelli. Gabelli may also effect
portfolio transactions on behalf of each Fund in the same manner and pursuant to
the same arrangements on other national securities exchanges which adopt direct
access rules similar to those of the NYSE.
REDEMPTION OF SHARES
Payment of the redemption price for shares redeemed may be made either in cash
or in portfolio securities (selected at the discretion of the Board of Directors
and taken at their value used in determining each Fund's NAV per share as we
described under "Determination of Net Asset Value"), or partly in cash and
partly in portfolio securities. However, payments will be made wholly in cash
unless the Board of Directors believes that economic conditions exist which
would make such a practice detrimental to the best interest of a Fund. If
payment for shares redeemed is made wholly or partly in portfolio securities,
brokerage costs may be incurred by the investor in converting the securities to
cash. A Fund will not distribute in-kind portfolio securities that are not
readily marketable. The Corporation has filed a formal election with the SEC
pursuant to which the Corporation will only effect a redemption in portfolio
securities where the particular shareholder of record is redeeming more than
$250,000 or 1.00% of a Fund's total net assets, whichever is less, during any
90-day period. In the opinion of the Corporation's management, however, the
amount of a redemption request would have to be significantly greater than
$250,000 before a redemption wholly or partly in portfolio securities would be
made.
Cancellation of purchase orders for shares of any Fund (as, for example, when
checks submitted to purchase shares are returned unpaid) cause a loss to be
incurred when the NAV of that Fund's shares on the date of cancellation is less
than on the original date of purchase. The investor is responsible for such
loss, and that Fund may reimburse shares from any account registered in that
shareholder's name, or by seeking other redress. If that Fund is unable to
recover any loss to itself, it is the position of the SEC that the Distributor
will be immediately obligated to make that Fund whole.
To minimize expenses, a Fund reserves the right to redeem, upon not less than 30
days' notice, all shares of a Fund in an account (other than an IRA) which as a
result of shareholder redemption has a value below $500 and has reserved the
ability to raise this amount to up to $10,000. However, a shareholder will be
allowed to make additional investments prior to the date fixed for redemption to
avoid liquidation of the account.
DETERMINATION OF NET ASSET VALUE
NAV is calculated separately for each class of the Corporation. The NAV of Class
B and Class C shares of the Funds will generally be lower than the NAV of Class
A or Class AAA shares as a result of the larger distribution-related fee to
which Class B and Class C shares are subject. It is expected, however, that the
NAV per share of each class will tend to converge immediately after the
recording of dividends, if any, which will differ by approximately the amount of
the distribution and/or service fee expense accrual differential among the
classes.
For purposes of determining each of the Fund's NAV per share, readily
marketable portfolio securities listed on the NYSE are valued, except as
indicated below, at the last sale price reflected at the close of the regular
trading session of the NYSE on the business day as of which such value is being
determined. If there has been no sale on such day, the securities are valued at
the mean of the closing bid and asked prices on such day. If no asked prices are
quoted on such day, then the security is valued at the closing bid price on such
day. If no bid or asked prices are quoted on such day, then the security is
valued by such method as the Board of Directors shall determine in good faith to
reflect its fair market value. Readily marketable securities not listed on the
NYSE but listed on other national securities exchanges or admitted to trading on
the National Association of Securities Dealers Automated Quotations, Inc.
("NASDAQ") National List are valued in like manner.
Readily marketable securities traded in the over-the-counter market, including
listed securities whose primary market is believed by the Adviser to be
over-the-counter but excluding securities admitted to trading on the NASDAQ
National List, are valued at the mean of the current bid and asked prices as
reported by NASDAQ or, in the case of securities not quoted by NASDAQ, the
National Quotation Bureau or such other comparable sources as the Board of
Directors deems appropriate to reflect their fair value. If no bid or asked
prices are quoted on such day, then the security is valued by such method as the
Board of Directors shall determine in good faith to reflect its fair market
value.
Portfolio securities traded on more than one national securities exchange or
market are valued according to the broadest and most representative market as
determined by the Adviser. Securities traded primarily on foreign exchanges are
valued at the closing price on such foreign exchange immediately prior to the
close of the NYSE.
United States Government obligations and other debt instruments having sixty
days or less remaining until maturity are stated at amortized cost. Debt
instruments having a greater remaining maturity will be valued at the highest
bid price obtained from a dealer maintaining an active market in that security
or on the basis of prices obtained from a pricing service approved as reliable
by the Board of Directors. All other investment assets, including restricted and
not readily marketable securities, are valued under procedures established by
and under the general supervision and responsibility of the Corporation's Board
of Directors designed to reflect in good faith the fair value of such
securities.
DIVIDENDS, DISTRIBUTIONS AND TAXES
General:
Each Fund has qualified and intends to qualify as a regulated investment company
under Subchapter M of the Code. If so qualified, each Fund will not be subject
to Federal income tax on its net investment income and net short-term capital
gains, if any, realized during any fiscal year in which it distributes such
income and capital gains to its shareholders.
Each Fund will determine either to distribute or to retain for reinvestment all
or part of any net long-term capital gains. If any such gains are retained by
any Fund, that Fund will be subject to a tax of 35% of such amount. In that
event, each Fund expects that it will designate the retained amount as
undistributed capital gains in a notice to its shareholders, each of whom (1)
will be required to include in income for tax purposes as long-term capital
gains, its share of undistributed amount, (2) will be entitled to credit its
proportionate share of the tax paid by that Fund against its Federal income tax
liability and to claim refunds to the extent the credit exceeds such liability,
and (3) will increase its basis in its shares of that Fund by an amount equal to
66% of the amount of undistributed capital gains included in such shareholder's
gross income.
A distribution will be treated as paid during the calendar year if it is paid
during the calendar year or declared by a Fund in October, November or December
of the year, payable to shareholders of record on a date during such month and
paid by that Fund during January of the following year. Any such distributions
paid during January of the following year will be deemed to be received on
December 31 of the year the distributions are declared, rather than when the
distributions are received.
Under the Internal Revenue Code of 1986, as amended, amounts not distributed on
a timely basis in accordance with a calendar year distribution requirement are
subject to a 4% excise tax. To avoid the tax, each Fund must distribute during
each calendar year, an amount equal to at least the sum of (1) 98% of its
ordinary income (not taking into account any capital gains or losses) for the
calendar year, (2) 98% of its capital gains in excess of its capital losses for
the twelve-month period ending on October 31 of the calendar year, (unless an
election is made by a fund with a November or December year-end to use the
Fund's fiscal year) and (3) all ordinary income and net capital gains for
previous years that were not previously distributed.
Gains or losses on the sales of securities by each Fund will be long-term
capital gains or losses if the securities have been held by the Fund for more
than twelve months. Gains or losses on the sale of securities held for twelve
months or less will be short-term capital gains or losses.
Certain options, futures contracts and options on futures contracts are "section
1256 contracts". Any gains or losses on section 1256 contracts are generally
considered 60% long-term and 40% short-term capital gains or losses ("60/40").
Also, section 1256 contracts held by each Fund at the end of each taxable year
are "marked-to-market" with the result that unrealized gains or losses are
treated as though they were realized and the resulting gain or loss is treated
as 60/40 gain or loss.
Hedging transactions undertaken by each Fund may result in "straddles" for U.S.
Federal income tax purposes. The straddle rules may affect the character of
gains (or losses) realized by each Fund. In addition, losses realized by each
Fund on positions that are part of a straddle may be deferred under the straddle
rules, rather than being taken into account in calculating the taxable income
for the taxable year in which such losses are realized. Further, each Fund may
be required to capitalize, rather than deduct currently, any interest expense on
indebtedness incurred or continued to purchase or carry any positions that are
part of a straddle. Each Fund may make one or more of the elections available
under the Code which are applicable to straddles. If a Fund makes any of the
elections, the amount, character and timing of the recognition of gains or
losses from the affected straddle positions will be determined under rules that
vary according to the election(s) made. The rules applicable under certain of
the elections accelerate the recognition of gains or losses from the affected
straddle positions. Because application of the straddle rules may affect the
character of gains or losses, defer losses and/ or accelerate the recognition of
gains or losses from the affected straddle positions, and require the
capitalization of interest expense, the amount which must be distributed to
shareholders, and which will be taxed to shareholders as ordinary income or
long-term capital gain, may be increased or decreased substantially as compared
to a fund that did not engage in such hedging transactions.
The diversification requirements applicable to each Fund's assets may limit the
extent to which a Fund will be able to engage in transactions in options,
futures contracts and options on futures contracts.
Distributions:
Distributions of investment company taxable income (which includes taxable
interest income and the excess of net short-term capital gains over long-term
capital losses) are taxable to a U.S. shareholder as ordinary income, whether
paid in cash or in additional Fund shares. Dividends paid by a Fund will qualify
for the 70% deduction for dividends received by corporations to the extent the
Fund's income consists of qualified dividends received from U.S. corporations.
Distributions of net capital gain (which consist of the excess of long-term
capital gains over net short-term capital losses), if any, are taxable as
long-term capital gain, whether paid in cash or in shares, and are not eligible
for the dividends received deduction. Shareholders receiving distributions in
the form of newly issued shares will have a basis in such shares of the Fund
equal to the fair market value of such shares on the distribution date. If the
net asset value of shares is reduced below a shareholder's cost as a result of a
distribution by the Fund, such distribution may be taxable even though it
represents a return of invested capital. The price of shares purchased at any
time may reflect the amount of a forthcoming distribution. Those purchasing
shares just prior to a distribution will receive a distribution which will be
taxable to them, even though the distribution represents in part a return of
invested capital.
Sales of Shares:
Upon a sale or exchange of shares, a shareholder will realize a taxable gain or
loss depending upon the basis in the shares. Such gain or loss will be
long-term, or short-term, generally depending upon the shareholder's holding
period for the shares. Non-corporate shareholders are subject to tax at a
maximum rate of 20% on capital gains resulting from the disposition of shares
held for more than 12 months (10% if the taxpayer is, and would be after
accounting for such gains, subject to the 15% tax bracket for ordinary income).
Any loss realized on a sale or exchange will be disallowed to the extent the
shares disposed of are replaced within a 61-day period beginning 30 days before
and ending 30 days after the date the shares are disposed of. In such case, the
basis of the shares acquired will be adjusted to reflect the disallowed loss.
Any loss realized by a shareholder on the sale of Fund shares held by the
shareholder for six months or less will be treated for tax purposes as a
long-term capital loss to the extent of any distributions of net capital gain
received by the shareholder with respect to such shares.
If a shareholder (i) incurs a sales load charge in acquiring shares in a Fund
and, by reason of incurring such charge or acquiring the shares, acquires the
right to acquire shares of one or more regulated investment companies without
the payment of a load charge or with the payment of a reduced load charge (a
"reinvestment right") and (ii) disposes of the Fund shares before the 91st day
after the date on which the shares were acquired and subsequently acquires
shares in the Fund or in another regulated investment company whereby the
otherwise applicable load charge is reduced by reason of the reinvestment right,
then the original load charge will not be taken into account for the purposes of
determining the shareholder's gain or loss on the disposition (to the extent the
original load charge does not exceed the reduction in the subsequent load
charge). To the extent such charge is not taken into account in determining the
amount of gain or loss, the charge will be treated as incurred in connection
with the subsequently acquired shares and will have a corresponding effect on
the shareholder's basis in such shares.
Backup Withholding:
The Corporation may be required to withhold Federal income tax at a rate of 31%
on all taxable distributions payable to shareholders who fail to provide their
correct taxpayer identification number or to make required certifications, or
who have been notified by the Internal Revenue Service that they are subject to
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's Federal income tax
liability.
Foreign Withholding Taxes:
Income received by the Funds from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. It is impossible to determine the rate of foreign tax in
advance since the amount of the Funds' assets to be invested in various
countries is not known. Because each Fund will not have more than 50% of its
total assets invested in securities of foreign governments or corporations, the
Funds will not be entitled to "pass-through" to shareholders the amount of
foreign taxes paid by the Funds.
Corporate Matters:
The Corporation reserves the right to create and issue a number of series
shares, in which case the shares of each series would participate equally in the
earnings, dividends, and assets of the particular series and would vote
separately to approve management agreements or changes in investment policies,
but shares of all series would vote together in the election or selection of
Directors, principal underwriters and auditors and on any proposed material
amendment to the Corporation's Certificate of Incorporation.
Upon liquidation of the Corporation or any series, shareholders of the affected
series would be entitled to share pro rata in the net assets of their respective
series available for distribution to such shareholders.
INVESTMENT PERFORMANCE INFORMATION
Each Fund may furnish data about its investment performance in advertisements,
sales literature and reports to shareholders. "Total return" represents the
annual percentage change in value of $1,000 invested at the maximum public
offering price for the one year period and the life of each Fund through the
most recent calendar quarter, assuming reinvestment of all dividends and
distributions. Each Fund may also furnish total return calculations for these
and other periods, based on investments at various sales charge levels or NAV.
Any performance data which is based on each Fund's NAV per share would be
reduced if a sales charge were taken into account.
Quotations of total return will reflect only the performance of a hypothetical
investment in any Fund during the particular time period shown. Each Fund's
total return may vary from time to time depending on market conditions, the
compositions of its portfolio and operating expenses. Total return should also
be considered relative to change in the value of each Fund's shares and the
risks associated with each Fund's investment objectives and policies. At any
time in the future, total returns may be higher or lower than past total
returns; there can be no assurance that any historical return will continue.
From time to time evaluations of performance are made by independent sources
that may be used in advertisements concerning each Fund. These sources include:
Lipper Inc., Weisenberger Investment Company Service, Barron's, Business Week,
Kiplinger's Personal Finance, Financial World, Forbes, Fortune, Money, Personal
Investor, Sylvia Porter's Personal Finance, Bank Rate Monitor, Morningstar and
The Wall Street Journal.
In connection with communicating its total return to current or prospective
shareholders, each Fund may also compare these figures to the performance of
other mutual funds tracked by mutual fund rating services or to other unmanaged
indexes which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.
Quotations of each Fund's total return will represent the average annual
compounded rate of return of a hypothetical investment in each Fund over periods
of 1, 5, and 10 years (or for the periods of each Fund's operations), and are
calculated pursuant to the following formula:
P (1+T)(n) = ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years, and ERV = the redeemable value at the end
of the period of a $1,000 payment made at the beginning of the period). All
total return figures will reflect the deduction of Fund expenses (net of certain
expenses reimbursed by the Adviser) on an annual basis, and will assume that all
dividends and distributions are reinvested and will deduct the maximum sales
charge, if any is imposed. The table below displays the total returns for each
Fund's Class AAA Shares for the year ended December 31, 1999 and average annual
returns since inception.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Annual
5 Year Average Annual Total Return Since
1999 Total Return Total Return Inception
Global Telecommunications 80.3% 32.3% 25.3%
Global Growth 116.1% 39.3% 32.9%
Global Opportunity 79.2% N/A 51.2%
Global Convertible Securities 51.1% 14.9% 12.7%
</TABLE>
As of December 31, 1999, the Funds had not commenced offering Class A, Class B
and Class C Shares to the public.
DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
The Corporation was organized as a Maryland corporation on July 16, 1993. Its
authorized capital stock consists of one billion shares of stock having a par
value of one tenth of one cent ($.001) per share. The Corporation is not
required, and does not intend, to hold regular annual shareholder meetings, but
may hold special meetings for consideration of proposals requiring shareholder
approval, such as changing fundamental policies or upon the written request of
10% of the Fund's shares to replace its Directors. The Corporation's Board of
Directors is authorized to divide the unissued shares into separate series of
stock, each series representing a separate, additional portfolio.
There are no conversion or preemptive rights in connection with any shares of
the Fund. All shares, when issued in accordance with the terms of the offering,
will be fully paid and nonassessable. Shares will be redeemed at NAV, at the
option of the shareholder.
The Corporation sends semi-annual and audited annual reports to all shareholders
which include lists of portfolio securities and each Fund's financial
statements, which shall be audited annually. Unless it is clear that a
shareholder is a nominee for the account of an unrelated person or a shareholder
otherwise specifically requests in writing, a Fund may send a single copy of
semi-annual, annual and other reports to shareholders to all accounts at the
same address and all accounts of any person at that address. The shares of
each Fund has noncumulative voting rights which means that the holders of more
than 50% of the shares can elect 100% of the Directors if the holders choose to
do so, and, in that event, the holders of the remaining shares will not be able
to elect any person or persons to the Board of Directors. Unless specifically
requested by an investor who is a shareholder of record, each of the Funds do
not issue certificates evidencing shares.
PART C: OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation, as amended, of the Registrant are
incorporated by reference to Post-Effective Amendment No. 8 to
the Registration Statement as filed with the SEC via Edgar on
April 15, 1998. Articles of Amendment are filed herewith.
Articles Supplementary for The Gabelli Global Telecommunications
Fund are filed herewith.
Articles Supplementary for The Gabelli Global Growth Fund are
filed herewith.
Articles Supplementary for The Gabelli Global Opportunity Fund
are filed herewith.
Articles Supplementary for The Gabelli Global Convertible
Securities Fund are filed herewith.
(b) Registrant's By-Laws are incorporated by reference to
Post-Effective Amendment No. 8 to the Registration Statement as
filed with the SEC via Edgar on April 15, 1998.
(c) Not Applicable
(d) Investment Advisory Agreements with Gabelli Funds, Inc. relating
to The Gabelli Global Telecommunications Fund, The Gabelli Global
Entertainment and Media Fund and The Gabelli Global (Growth)
Opportunity Fund are incorporated by reference to Post-effective
Amendment No. 8 to the Registration Statement as filed with the
SEC via Edgar on April 15, 1998.
Investment Advisory Agreement with Gabelli Funds, Inc. for The
Gabelli Global Interactive Couch Potato(R) Fund are incorporated
by reference to Post-effective Amendment No. 8 to the
Registration Statement as filed with the SEC via Edgar on April
15, 1998. Investment Advisory Agreement with Gabelli Funds, Inc.
for The Gabelli Global Convertible Securities Fund are
incorporated by reference to Post-effective Amendment No. 8 to
the Registration Statement as filed with the SEC via Edgar on
April 15, 1998.
(e) Distribution Agreement with Gabelli and Company, Inc. relating to
The Gabelli Global Telecommunications Fund is incorporated by
reference to Post-effective Amendment No. 8 to the Registration
Statement as filed with the SEC via Edgar on April 15, 1998.
Distribution Agreement with Gabelli and Company, Inc. relating to
The Gabelli Global Opportunity Fund is incorporated by reference
to Post-effective Amendment No. 8 to the Registration Statement
as filed with the SEC via Edgar on April 15, 1998.
Distribution Agreement with Gabelli and Company, Inc. relating to
The Gabelli Global Interactive Couch Potato(R) Fund is
incorporated by reference to Post-effective Amendment No. 8 to
the Registration Statement as filed with the SEC via Edgar on
April 15, 1998.
Distribution Agreement with Gabelli and Company, Inc. relating to
The Gabelli Global Convertible Securities Fund is incorporated by
reference to Post-effective Amendment No. 8 to the Registration
Statement as filed with the SEC via Edgar on April 15, 1998.
Amended and Restated Distribution Agreement with respect to the
Gabelli Global Telecommunications Fund is filed herewith.
Amended and Restated Distribution Agreement with respect to the
Gabelli Global Growth Fund is filed herewith.
Amended and Restated Distribution Agreement with respect to the
Gabelli Global Opportunity Fund is filed herewith.
Amended and Restated Distribution Agreement with respect to the
Gabelli Global Convertible Securities Fund is filed herewith.
(f) Not Applicable
(g) Custodian Agreement is incorporated by reference to
Post-effective Amendment No. 8 to the Registration Statement as
filed with the SEC via Edgar on April 15, 1998.
(h) Sub-Administration Agreement between the Gabelli Funds, Inc. and
BISYS Fund Services, Inc.
Transfer Agency Agreement is incorporated by reference to
Post-effective Amendment No. 8 to the Registration Statement as
filed with the SEC via Edgar on April 15, 1998.
(i) Opinion and Consent of Counsel is filed herewith.
(j) Consent of Independent Accountants is filed herewith.
(k) Not Applicable
(l) Agreements with Initial Shareholder is incorporated by reference
to Post-Effective Amendment No. 2 to the Registration Statement
as filled with the SEC on January 5, 1994.
Purchase Agreement with respect to Class A Shares of The Gabelli
Global Telecommunications Fund is filed herewith.
Purchase Agreement with respect to Class B Shares of The Gabelli
Global Telecommunications Fund is filed herewith.
Purchase Agreement with respect to Class C Shares of The Gabelli
Global Telecommunications Fund is filed herewith.
Purchase Agreement with respect to Class A Shares of The Gabelli
Global Growth Fund is filled herewith.
Purchase Agreement with respect to Class B Shares of The Gabelli
Global Growth Fund is filled herewith.
Purchase Agreement with respect to Class C Shares of The Gabelli
Global Growth Fund is filled herewith.
Purchase Agreement with respect to Class A Shares of The Gabelli
Global Opportunity Fund is filed herewith.
Purchase Agreement with respect to Class B Shares of The Gabelli
Global Opportunity Fund is filed herewith.
Purchase Agreement with respect to Class C Shares of The Gabelli
Global Opportunity Fund is filed herewith.
Purchase Agreement with respect to Class A Shares of The Gabelli
Global Convertible Securities Fund is filed herewith.
Purchase Agreement with respect to Class B Shares of The Gabelli
Global Convertible Securities Fund is filed herewith.
Purchase Agreement with respect to Class C Shares of The Gabelli
Global Convertible Securities Fund is filed herewith.
(m) Form of Amended and Restated Plan of Distribution relating to the
Class AAA Shares
Form of Amended and Restated Plan of Distribution relating to the
Class A Shares
Form of Amended and Restated Plan of Distribution relating to the
Class B Shares
Form of Amended and Restated Plan of Distribution relating to the
Class C Shares
(n) Not Applicable
(o) Amended and Restated 18f-3 Multi-Class Plan relating to the
Gabelli Global Telecommunications Fund is filed herewith. Amended
and Restated 18f-3 Multi-Class Plan relating to the Gabelli
Global Opportunity Fund is filed herewith. Amended and Restated
18f-3 Multi-Class Plan relating to the Gabelli Global Growth Fund
is filed herewith. Amended and Restated 18f-3 Multi-Class Plan
relating to the Gabelli Global Convertible Securities Fund is
filed herewith.
(p) Code of Ethics of the Registrant is filed herewith.
ITEM 24. Persons Controlled By Or Under Common Control With Registrant
None
ITEM 25. Indemnification
The basic effect of the respective indemnification provisions of
the Registrant's By-Laws, the Investment Advisory Agreements with
Gabelli Funds, LLC for each Fund of The Gabelli Global Series
Funds, Inc. and Section 2-418 of the Maryland General Corporation
Law is to indemnify each officer and director of both the
Registrant and Gabelli Funds, LLC to the full extent permitted
under the General Laws of the State of Maryland, except that such
indemnity shall not protect any such person against any liability
to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant and
the investment advisor and distributor pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in and the
principal underwriter in connection with the successful defense
of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person or the
distributor in connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
that Act and will be governed by the final adjudication of such
issue. ITEM 26. Business And Other Connections Of Investment
Advisor Gabelli Funds, LLC (the "Adviser") is a registered
investment adviser providing investment management and
administrative services to the Registrant. The Adviser also
provides similar services to other mutual funds.
The information required by this Item 26 with respect to any
other business, profession, vocation or employment of a
substantial nature engaged in by directors and officers of the
Adviser during the past two years is incorporated by reference to
Form ADV filed by the Adviser pursuant to the Investment Advisers
Act of 1940 (SEC File No. 801-37706).
ITEM 27. Principal Underwriters
(a) Gabelli & Company, Inc. ("Gabelli & Company") currently acts as
distributor for The Gabelli ABC Fund, The Gabelli Asset Fund, The
Gabelli Blue Chip Value Fund, The Gabelli Capital Asset Fund, The
Gabelli Convertible Securities Fund, Inc., The Gabelli Equity
Income Fund, The Gabelli Equity Trust Inc., The Gabelli Global
Convertible Securities Fund, The Gabelli Global Growth Fund, The
Gabelli Global Multimedia Trust Inc., The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, Inc, The Gabelli
Growth Fund, Gabelli International Growth Fund, Inc., The Gabelli
Global Opportunity Fund, The Gabelli Mathers Fund, The Gabelli
Small Cap Growth Fund, The Gabelli U.S. Treasury Money Market
Fund, The Gabelli Utilities Fund, The Gabelli Utility Trust, The
Gabelli Value Fund, Inc. and the Gabelli Westwood Funds.
(b) The information required by this Item 27 with respect to each
director, officer or partner of Gabelli & Company is incorporated
by reference to Schedule A of Form BD filed by Gabelli & Company
pursuant to the Securities Exchange Act of 1934, as amended (SEC
File No. 8-21373).
(c) Not applicable.
ITEM 28. Location Of Accounts And Records
All such accounts, books and other documents required by Section
31(a) of the 1940 Act and Rules 31a-1 through 31a-3 thereunder
are maintained at the offices of Gabelli Funds, LLC, One
Corporate Center, Rye, New York 10580-1434, PFPC Inc. (formerly
known as First Data Investor Services Group, Inc.), 101 Federal
Street, Boston, Massachusetts 02110, State Street Bank and Trust
Company, 225 Franklin Street, Boston, Massachusetts, 02110 and
Boston Financial Data Services, Inc., Two Heritage Drive, North
Quincy, Massachusetts, 02171.
ITEM 29. Not Applicable
ITEM 30. Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Post-Effective Amendment
to the Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, and has duly caused this Amendment No. 10 to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rye, and State of New York on the 3rd day of
March, 2000.
THE GABELLI GLOBAL SERIES FUNDS, INC.
/s/ Bruce N. Alpert
By: Bruce N. Alpert
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 10 to the Registration Statement has been signed below by the
following in the capacity and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
President (Principal March 3, 2000
* Executive Officer) and Director
Mario J. Gabelli
* Vice President and Treasurer March 3, 2000Bruce N. Alpert
* Director March 3, 2000Felix J. Christiana
* Director March 3, 2000Anthony J. Colavita
* Director March 3, 2000Anthonie C. van Ekris
* Director March 3, 2000Karl Otto Pohl
* Director March 3, 2000John D. Gabelli
* Director March 3, 2000Werner Roeder, M.D.
*By: /s/ Bruce N. AlpertBruce N. Alpert
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
<TABLE>
<CAPTION>
<S> <C>
(a) Articles of Amendment
Articles Supplementary for The Gabelli Global Telecommunications Fund
Articles Supplementary for The Gabelli Global Growth Fund
Articles Supplementary for The Gabelli Global Opportunity Fund
Articles Supplementary for The Gabelli Global Convertible Securities Fund
(e) Amended and Restated Distribution Agreement with respect to The Gabelli Global Telecommunications Fund
Amended and Restated Distribution Agreement with respect to The Gabelli Global Growth Fund
Amended and Restated Distribution Agreement with respect to The Gabelli Global Opportunity Fund
Amended and Restated Distribution Agreement with respect to The Gabelli Global Convertible Securities Fund
(i) Opinion and Consent of Counsel
(j) Consent of Independent Accountants
(l) Purchase with respect to Class A Shares of The Gabelli Global Telecommunications Fund
Purchase with respect to Class B Shares of The Gabelli Global Telecommunications Fund
Purchase with respect to Class C Shares of The Gabelli Global Telecommunications Fund
Purchase with respect to Class A Shares of The Gabelli Global Growth Fund
Purchase with respect to Class B Shares of The Gabelli Global Growth Fund
Purchase with respect to Class C Shares of The Gabelli Global Growth Fund
Purchase with respect to Class A Shares of The Gabelli Global Opportunity Fund
Purchase with respect to Class B Shares of The Gabelli Global Opportunity Fund
Purchase with respect to Class C Shares of The Gabelli Global Opportunity Fund
Purchase with respect to Class A Shares of The Gabelli Global Convertible Securities Fund
Purchase with respect to Class B Shares of The Gabelli Global Convertible Securities Fund
Purchase with respect to Class C Shares of The Gabelli Global Convertible Securities Fund
(m) Amended and Restated 18f-3 Multi-Class Plan for The Gabelli Global Telecommunications Fund
Amended and Restated 18f-3 Multi-Class Plan for The Gabelli Global Growth Fund
Amended and Restated 18f-3 Multi-Class Plan for The Gabelli Global Opportunity Fund
Amended and Restated 18f-3 Multi-Class Plan for The Gabelli Global Convertible Securities Fund
(p) Code of Ethics
</TABLE>
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 determined, 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
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
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: (a) The total number of shares of the capital stock
which the Corporation has authority to issue is one billion (1,000,000,0000)
shares of stock, with a par value of $0.001 per Share with an aggregate par
value of $1,000,000.00. Such one billion (1,000,000,000) shares of capital stock
have been allocated to the following classes in the following amounts: two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global
Telecommunications Fund Stock"; two hundred million (200,000,000) of the
authorized shares of stock have been allocated to a separate class designated as
"The Gabelli Global Entertainment and Media Fund Stock"; two hundred million
(200,000,000) of the authorized shares of stock have been allocated to a
separate class designated as "The Gabelli Global Opportunity Fund Stock;" two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global Growth Fund
Stock;" and two hundred million (200,000,000) of the authorized shares of stock
have been allocated to a separate series designated as the "The Gabelli Global
Convertible Securities Fund Stock". Pursuant to articles of amendment filed by
the Corporation on January 12, 2000, the issued and outstanding shares of the
Corporation's The Gabelli Global Telecommunications Fund Stock were reclassified
and designated as shares of The Gabelli Global Telecommunications Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Telecommunications Fund Stock, the issued and outstanding shares
of the Corporation's The Gabelli Global Entertainment and Media Fund Stock were
reclassified and designated as shares of The Gabelli Global Entertainment and
Media Fund Class AAA Stock, a sub-series of shares of the Corporation's class
designated as The Gabelli Global Entertainment and Media Fund Stock, the issued
and outstanding shares of the Corporation's The Gabelli Global Opportunity Fund
Stock were reclassified and designated as The Gabelli Global Opportunity Fund
Class AAA Stock, a sub-series of shares of the Corporation's class designated as
The Gabelli Global Opportunity Fund Stock, the issued and outstanding shares of
the Corporation's The Gabelli Global Growth Fund Stock were reclassified and
designated as shares of The Gabelli Global Growth Fund Class AAA Stock, a
sub-series of shares of the Corporation's class designated as The Gabelli Global
Growth Fund Stock, and the issued and outstanding shares of the Corporation's
The Gabelli Global Convertible Securities Fund Stock were reclassified and
designated as shares of The Gabelli Global Convertible Securities Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Convertible Securities Fund Stock.
SECOND: The Board of Directors of the Corporation, at a
meeting held on February 17, 1999, adopted resolutions reclassifying and
designating authorized but unissued shares of capital stock of The Gabelli
Global Telecommunications Fund Stock into distinct sub-series of that class as
follows: fifty million (50,000,000) shares of the authorized but unissued shares
of capital stock of The Gabelli Global Telecommunications Fund Stock have been
reallocated to a separate sub-series of the class and are designated as "The
Gabelli Global Telecommunications Fund Class A Stock" (the "Class A Shares"),
twenty-five million (25,000,000) shares of the authorized but unissued shares of
capital stock of The Gabelli Global Telecommunications Fund Stock have been
reallocated to a separate sub-series of the class and are designated as "The
Gabelli Global Telecommunications Fund Class B Stock" (the "Class B Shares"),
twenty-five million (25,000,000) shares of the authorized but unissued shares of
capital stock of The Gabelli Global Telecommunications Fund Stock have been
reallocated to a separate sub-series of the class and are designated as "The
Gabelli Global Telecommunications Fund Class C Stock" (the "Class C Shares") and
the balance of the authorized but unissued shares of capital stock of The
Gabelli Global Telecommunications Fund Stock shall be reallocated to the
sub-series of The Gabelli Global Telecommunications Fund Stock class which has
been previously designated as "The Gabelli Global Telecommunications Fund Class
AAA Stock" (the "Class AAA Shares"). The Class A Shares, Class B Shares, Class C
Shares and Class AAA Shares constitute separate and distinct sub-series of The
Gabelli Global Telecommunications Fund Stock, notwithstanding the fact that the
word "class" instead of "series" or "sub-series" appears in the title
designating each such sub-series.
THIRD: The Class A Shares, Class B Shares and Class C Shares,
together with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Global
Telecommunications Fund Stock in the future shall represent interests in the
portfolio of assets attributable to the Gabelli Global Telecommunications Fund
Stock class, which assets shall be allocated to each of the foregoing sub-series
in accordance with Article (V) of the Corporation's Charter and which assets
shall be charged with the liabilities of the Corporation with respect to the
class and each such sub-series in accordance with Article (V) of the
Corporation's Charter. The Class A Shares, Class B Shares and Class C Shares
shall have the same preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption applicable to shares of the Gabelli Global
Telecommunications Fund Stock class and sub-series thereof, all as set forth in
the Charter of the Corporation except for the differences hereinafter set forth:
1. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on the
part of the holder thereof, into a Class A Share (or into a share of such other
class or sub-series which may be created pursuant to subparagraph (e) hereof) on
the Conversion Date. The term "Conversion Date" means, with respect to each
Class B Share, the first business day of the eighty-fifth calendar month
following the calendar month in which such Class B Share was issued; provided,
however, that, subject to the provisions of the next sentence, for any Class B
Shares acquired through an exchange, or through a series of exchanges, as
permitted by the Corporation and as provided in the Prospectus of the
Corporation relating to the Class B Shares (the "Prospectus"), from another
investment company or another class or sub-series of shares (including the Class
B Shares) of the Corporation (an "Eligible Investment Company"), the Conversion
Date shall be the conversion date applicable to the shares of the Eligible
Investment Company originally subscribed for in lieu of the Conversion Date of
any shares acquired through exchange if such Eligible Investment Company issuing
the Share originally subscribed for had a similar conversion feature, but not
later than the Conversion Date determined as provided above. For the purpose of
calculating the holding period required for conversion, the date of issuance of
a Class B Share shall mean (i) in the case of a Class B Share obtained by the
holder thereof through an original subscription to the Corporation, the date of
the issuance of such Class B Share, or (ii) in the case of a Class B Share
obtained by the holder thereof through an exchange, or through a series of
exchanges, from an Eligible Investment Company, the date of issuance of the
share of the Eligible Investment Company to which the holder originally
subscribed plus the number of days, if any, that such share had been exchanged
for, and was held as, shares of an Eligible Investment Company that holds itself
out as a money market fund pursuant to Rule 2a-7 under the 1940 Act.
(b) Each Class B Share (i) purchased through automatic
reinvestment of a Dividend with
respect to that Class B Share or the corresponding class or sub-series of any
other investment company or of any other class or sub-series of the Corporation
issuing such class or sub-series of shares, or (ii) issued pursuant to an
exchange privilege granted by the Corporation in an exchange or series of
exchanges for Shares originally purchased through the automatic reinvestment of
a dividend or distribution with respect to Shares of an Eligible Investment
Company, shall be segregated in a separate sub-account on the Share records of
the Corporation for each of the holders thereof. On any Conversion Date, a
number of the Class B Shares held in the separate sub-account of the holder,
calculated in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder, into
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof). The number of the Class B Shares
in the holder's separate sub-account so converted shall (i) bear the same ratio
to the total number of Shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of Shares of the
holder converted on the Conversion Date pursuant to paragraph (2)(a) hereof
bears to the total number of Class B Shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the Shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
in accordance with a Multi-Class Plan adopted pursuant to rules and regulations
of the Securities and Exchange Commission and set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of
such other class or
sub-series which may be created pursuant to subparagraph (e) hereof) into which
a Class B Share is converted pursuant to paragraphs 2(a) and 2(b) hereof shall
equal the number (including for this purpose fractions of a Share) obtained by
dividing the net asset value per share of such Class B Share for purposes of
sales and redemption thereof on the Conversion Date by the net asset value per
share of the Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof) for purposes of sales
and redemption thereof on the Conversion Date.
(d) On the Conversion Date, the Class B Shares
converted into Class A Shares (or
into a share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) will no longer be deemed outstanding and the rights of
the holders thereof will cease, except the right to (i) receive the number of
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) into which such Class B Shares have
been converted and (ii) receive declared but unpaid Dividends that have been
declared as to Class B Shares held as of a record date occurring on or before
the Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore set with
respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares
into Class A Shares (or into a
share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof), as set forth in paragraphs 2(a) and 2(b) hereof, may
also be suspended by action of the Board of Directors, by resolution making
specific reference to this provision, at any time that the Board of Directors
determines such suspension to be required under applicable law or in the
exercise of their fiduciary duties; provided, however, that if the Board of
Directors determines that the suspension is likely to continue more than 120
days, the Board of Directors shall create one or more additional classes or one
more sub-series of an existing or additional class or classes of shares, and a
sufficient number thereof, into which Class B Shares may be converted under the
rules of the Securities and Exchange Commission and other applicable law. If the
Board of Directors creates an additional class or sub-series of a class of
shares into which the Class B Shares will thereafter be convertible hereunder,
the Board shall file articles supplementary creating such class or sub-series of
shares and such articles supplementary shall indicate that the shares being
created thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to be
borne by the Corporation in respect of the Class A Shares under such plan of
distribution is proposed, no Class B Shares shall thereafter convert into Class
A Shares until the holders of Class B Shares shall have approved the proposed
amendment.
2. When Class B Shares or Class C Shares are redeemed by the holder thereof or
the Corporation, such shares may be redeemed at a redemption price equal to the
net asset value per share of the sub-series less the deduction of a contingent
deferred sales charge from the proceeds of any redemption thereof in amounts and
for time periods as may be determined by the Board of Directors from time to
time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares
have been classified by the Board of Directors as distinct sub-series of The
Gabelli Global Telecommunications Fund Stock pursuant to authority contained in
the Charter of the Corporation.
<PAGE>
IN WITNESS WHEREOF, Gabelli Global Series Funds, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
on this 28th day of February, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles Supplementary are the act of Gabelli Global
Series Funds, Inc. and that to the best of his knowledge, information and belief
and under penalties of 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
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
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: (a) The total number of shares of the capital stock
which the Corporation has authority to issue is one billion (1,000,000,0000)
shares of stock, with a par value of $0.001 per Share with an aggregate par
value of $1,000,000.00. Such one billion (1,000,000,000) shares of capital stock
have been allocated to the following classes in the following amounts: two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global
Telecommunications Fund Stock"; two hundred million (200,000,000) of the
authorized shares of stock have been allocated to a separate class designated as
"The Gabelli Global Entertainment and Media Fund Stock"; two hundred million
(200,000,000) of the authorized shares of stock have been allocated to a
separate class designated as "The Gabelli Global Opportunity Fund Stock;" two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global Growth Fund
Stock;" and two hundred million (200,000,000) of the authorized shares of stock
have been allocated to a separate series designated as the "The Gabelli Global
Convertible Securities Fund Stock". Pursuant to articles of amendment filed by
the Corporation on January 12, 2000, the issued and outstanding shares of the
Corporation's The Gabelli Global Telecommunications Fund Stock were reclassified
and designated as shares of The Gabelli Global Telecommunications Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Telecommunications Fund Stock, the issued and outstanding shares
of the Corporation's The Gabelli Global Entertainment and Media Fund Stock were
reclassified and designated as shares of The Gabelli Global Entertainment and
Media Fund Class AAA Stock, a sub-series of shares of the Corporation's class
designated as The Gabelli Global Entertainment and Media Fund Stock, the issued
and outstanding shares of the Corporation's The Gabelli Global Opportunity Fund
Stock were reclassified and designated as The Gabelli Global Opportunity Fund
Class AAA Stock, a sub-series of shares of the Corporation's class designated as
The Gabelli Global Opportunity Fund Stock, the issued and outstanding shares of
the Corporation's The Gabelli Global Growth Fund Stock were reclassified and
designated as shares of The Gabelli Global Growth Fund Class AAA Stock, a
sub-series of shares of the Corporation's class designated as The Gabelli Global
Growth Fund Stock, and the issued and outstanding shares of the Corporation's
The Gabelli Global Convertible Securities Fund Stock were reclassified and
designated as shares of The Gabelli Global Convertible Securities Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Convertible Securities Fund Stock.
SECOND: The Board of Directors of the Corporation, at a
meeting held on February 17, 1999, adopted resolutions reclassifying and
designating authorized but unissued shares of capital stock of The Gabelli
Global Growth Fund Stock into distinct sub-series of that class as follows:
fifty million (50,000,000) shares of the authorized but unissued shares of
capital stock of The Gabelli Global Growth Fund Stock have been reallocated to a
separate sub-series of the class and are designated as "The Gabelli Global
Growth Fund Class A Stock" (the "Class A Shares"), twenty-five million
(25,000,000) shares of the authorized but unissued shares of capital stock of
The Gabelli Global Growth Fund Stock have been reallocated to a separate
sub-series of the class and are designated as "The Gabelli Global Growth Fund
Class B Stock" (the "Class B Shares"), twenty-five million (25,000,000) shares
of the authorized but unissued shares of capital stock of The Gabelli Global
Growth Fund Stock have been reallocated to a separate sub-series of the class
and are designated as "The Gabelli Global Growth Fund Class C Stock" (the "Class
C Shares") and the balance of the authorized but unissued shares of capital
stock of The Gabelli Global Growth Fund Stock shall be reallocated to the
sub-series of The Gabelli Global Growth Fund Stock class which has been
previously designated as "The Gabelli Global Growth Fund Class AAA Stock" (the
"Class AAA Shares"). The Class A Shares, Class B Shares, Class C Shares and
Class AAA Shares constitute separate and distinct sub-series of The Gabelli
Global Growth Fund Stock, notwithstanding the fact that the word "class" instead
of "series" or "sub-series" appears in the title designating each such
sub-series.
THIRD: The Class A Shares, Class B Shares and Class C Shares,
together with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Global Growth Fund
Stock in the future shall represent interests in the portfolio of assets
attributable to the Gabelli Global Growth Fund Stock class, which assets shall
be allocated to each of the foregoing sub-series in accordance with Article (V)
of the Corporation's Charter and which assets shall be charged with the
liabilities of the Corporation with respect to the class and each such
sub-series in accordance with Article (V) of the Corporation's Charter. The
Class A Shares, Class B Shares and Class C Shares shall have the same
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption applicable to shares of the Gabelli Global Growth Fund Stock class
and sub-series thereof, all as set forth in the Charter of the Corporation
except for the differences hereinafter set forth:
3. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on the
part of the holder thereof, into a Class A Share (or into a share of such other
class or sub-series which may be created pursuant to subparagraph (e) hereof) on
the Conversion Date. The term "Conversion Date" means, with respect to each
Class B Share, the first business day of the eighty-fifth calendar month
following the calendar month in which such Class B Share was issued; provided,
however, that, subject to the provisions of the next sentence, for any Class B
Shares acquired through an exchange, or through a series of exchanges, as
permitted by the Corporation and as provided in the Prospectus of the
Corporation relating to the Class B Shares (the "Prospectus"), from another
investment company or another class or sub-series of shares (including the Class
B Shares) of the Corporation (an "Eligible Investment Company"), the Conversion
Date shall be the conversion date applicable to the shares of the Eligible
Investment Company originally subscribed for in lieu of the Conversion Date of
any shares acquired through exchange if such Eligible Investment Company issuing
the Share originally subscribed for had a similar conversion feature, but not
later than the Conversion Date determined as provided above. For the purpose of
calculating the holding period required for conversion, the date of issuance of
a Class B Share shall mean (i) in the case of a Class B Share obtained by the
holder thereof through an original subscription to the Corporation, the date of
the issuance of such Class B Share, or (ii) in the case of a Class B Share
obtained by the holder thereof through an exchange, or through a series of
exchanges, from an Eligible Investment Company, the date of issuance of the
share of the Eligible Investment Company to which the holder originally
subscribed plus the number of days, if any, that such share had been exchanged
for, and was held as, shares of an Eligible Investment Company that holds itself
out as a money market fund pursuant to Rule 2a-7 under the 1940 Act.
(b) Each Class B Share (i) purchased through automatic
reinvestment of a Dividend with
respect to that Class B Share or the corresponding class or sub-series of any
other investment company or of any other class or sub-series of the Corporation
issuing such class or sub-series of shares, or (ii) issued pursuant to an
exchange privilege granted by the Corporation in an exchange or series of
exchanges for Shares originally purchased through the automatic reinvestment of
a dividend or distribution with respect to Shares of an Eligible Investment
Company, shall be segregated in a separate sub-account on the Share records of
the Corporation for each of the holders thereof. On any Conversion Date, a
number of the Class B Shares held in the separate sub-account of the holder,
calculated in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder, into
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof). The number of the Class B Shares
in the holder's separate sub-account so converted shall (i) bear the same ratio
to the total number of Shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of Shares of the
holder converted on the Conversion Date pursuant to paragraph (2)(a) hereof
bears to the total number of Class B Shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the Shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
in accordance with a Multi-Class Plan adopted pursuant to rules and regulations
of the Securities and Exchange Commission and set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of
such other class or
sub-series which may be created pursuant to subparagraph (e) hereof) into which
a Class B Share is converted pursuant to paragraphs 2(a) and 2(b) hereof shall
equal the number (including for this purpose fractions of a Share) obtained by
dividing the net asset value per share of such Class B Share for purposes of
sales and redemption thereof on the Conversion Date by the net asset value per
share of the Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof) for purposes of sales
and redemption thereof on the Conversion Date.
(d) On the Conversion Date, the Class B Shares
converted into Class A Shares (or
into a share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) will no longer be deemed outstanding and the rights of
the holders thereof will cease, except the right to (i) receive the number of
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) into which such Class B Shares have
been converted and (ii) receive declared but unpaid Dividends that have been
declared as to Class B Shares held as of a record date occurring on or before
the Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore set with
respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares into
Class A Shares (or into a
share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof), as set forth in paragraphs 2(a) and 2(b) hereof, may
also be suspended by action of the Board of Directors, by resolution making
specific reference to this provision, at any time that the Board of Directors
determines such suspension to be required under applicable law or in the
exercise of their fiduciary duties; provided, however, that if the Board of
Directors determines that the suspension is likely to continue more than 120
days, the Board of Directors shall create one or more additional classes or one
more sub-series of an existing or additional class or classes of shares, and a
sufficient number thereof, into which Class B Shares may be converted under the
rules of the Securities and Exchange Commission and other applicable law. If the
Board of Directors creates an additional class or sub-series of a class of
shares into which the Class B Shares will thereafter be convertible hereunder,
the Board shall file articles supplementary creating such class or sub-series of
shares and such articles supplementary shall indicate that the shares being
created thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to be
borne by the Corporation in respect of the Class A Shares under such plan of
distribution is proposed, no Class B Shares shall thereafter convert into Class
A Shares until the holders of Class B Shares shall have approved the proposed
amendment.
4. When Class B Shares or Class C Shares are redeemed by the holder thereof or
the Corporation, such shares may be redeemed at a redemption price equal to the
net asset value per share of the sub-series less the deduction of a contingent
deferred sales charge from the proceeds of any redemption thereof in amounts and
for time periods as may be determined by the Board of Directors from time to
time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares
have been classified by the Board of Directors as distinct sub-series of The
Gabelli Global Growth Fund Stock pursuant to authority contained in the Charter
of the Corporation.
<PAGE>
IN WITNESS WHEREOF, Gabelli Global Series Funds, Inc. has
caused the 28th day of February, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles Supplementary are the act of Gabelli Global
Series Funds, Inc. and that to the best of his knowledge, information and belief
and under penalties of 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
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
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: (a) The total number of shares of the capital stock
which the Corporation has authority to issue is one billion (1,000,000,0000)
shares of stock, with a par value of $0.001 per Share with an aggregate par
value of $1,000,000.00. Such one billion (1,000,000,000) shares of capital stock
have been allocated to the following classes in the following amounts: two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global
Telecommunications Fund Stock"; two hundred million (200,000,000) of the
authorized shares of stock have been allocated to a separate class designated as
"The Gabelli Global Entertainment and Media Fund Stock"; two hundred million
(200,000,000) of the authorized shares of stock have been allocated to a
separate class designated as "The Gabelli Global Opportunity Fund Stock;" two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global Interactive
Couch Potato Fund Stock;" and two hundred million (200,000,000) of the
authorized shares of stock have been allocated to a separate series designated
as the "The Gabelli Global Convertible Securities Fund Stock". Pursuant to
articles of amendment filed by the Corporation on January 12, 2000, one-hundred
million (100,000,000) shares of the Corporation's The Gabelli Global
Telecommunications Fund Stock were reclassified and designated as shares of The
Gabelli Global Telecommunications Fund Class AAA Stock, a sub-series of shares
of the Corporation's class designated as The Gabelli Global Telecommunications
Fund Stock, one-hundred million (100,000,000) shares of the Corporation's The
Gabelli Global Entertainment and Media Fund Stock were reclassified and
designated as shares of The Gabelli Global Entertainment and Media Fund Class
AAA Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Entertainment and Media Fund Stock, one-hundred million
(100,000,000) shares of the Corporation's The Gabelli Global Opportunity Fund
Stock were reclassified and designated as The Gabelli Global Opportunity Fund
Class AAA Stock, a sub-series of shares of the Corporation's class designated as
The Gabelli Global Opportunity Fund Stock, one-hundred million (100,000,000)
shares of the Corporation's The Gabelli Global Interactive Couch Potato Fund
Stock were reclassified and designated as shares of The Gabelli Global
Interactive Couch Potato Fund Class AAA Stock, a sub-series of shares of the
Corporation's class designated as The Gabelli Global Interactive Couch Potato
Fund Stock, and one-hundred million (100,000,000) shares of the Corporation's
The Gabelli Global Convertible Securities Fund Stock were reclassified and
designated as shares of The Gabelli Global Convertible Securities Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Convertible Securities Fund Stock.
SECOND: The Board of Directors of the Corporation, at a
meeting held on February 17, 1999, adopted resolutions reclassifying and
designating authorized but unissued shares of capital stock of The Gabelli
Global Opportunity Fund Stock into distinct sub-series of that class as follows:
fifty million (50,000,000) shares of the authorized but unissued shares of
capital stock of The Gabelli Global Opportunity Fund Stock have been reallocated
to a separate sub-series of the class and are designated as "The Gabelli Global
Opportunity Fund Class A Stock" (the "Class A Shares"), twenty-five million
(25,000,000) shares of the authorized but unissued shares of capital stock of
The Gabelli Global Opportunity Fund Stock have been reallocated to a separate
sub-series of the class and are designated as "The Gabelli Global Opportunity
Fund Class B Stock" (the "Class B Shares"), twenty-five million (25,000,000)
shares of the authorized but unissued shares of capital stock of The Gabelli
Global Opportunity Fund Stock have been reallocated to a separate sub-series of
the class and are designated as "The Gabelli Global Opportunity Fund Class C
Stock" (the "Class C Shares") and the balance of the authorized but unissued
shares of capital stock of The Gabelli Global Opportunity Fund Stock shall be
reallocated to the sub-series of The Gabelli Global Opportunity Fund Stock class
which has been previously designated as "The Gabelli Global Opportunity Fund
Class AAA Stock" (the "Class AAA Shares"). The Class A Shares, Class B Shares,
Class C Shares and Class AAA Shares constitute separate and distinct sub-series
of The Gabelli Global Opportunity Fund Stock, notwithstanding the fact that the
word "class" instead of "series" or "sub-series" appears in the title
designating each such sub-series.
THIRD: The Class A Shares, Class B Shares and Class C Shares,
together with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Global Opportunity
Fund Stock in the future shall represent interests in the portfolio of assets
attributable to the Gabelli Global Opportunity Fund Stock class, which assets
shall be allocated to each of the foregoing sub-series in accordance with
Article (V) of the Corporation's Charter and which assets shall be charged with
the liabilities of the Corporation with respect to the class and each such
sub-series in accordance with Article (V) of the Corporation's Charter. The
Class A Shares, Class B Shares and Class C Shares shall have the same
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption applicable to shares of the Gabelli Global Opportunity Fund Stock
class and sub-series thereof, all as set forth in the Charter of the Corporation
except for the differences hereinafter set forth:
5. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on the
part of the holder thereof, into a Class A Share (or into a share of such other
class or sub-series which may be created pursuant to subparagraph (e) hereof) on
the Conversion Date. The term "Conversion Date" means, with respect to each
Class B Share, the first business day of the eighty-fifth calendar month
following the calendar month in which such Class B Share was issued; provided,
however, that, subject to the provisions of the next sentence, for any Class B
Shares acquired through an exchange, or through a series of exchanges, as
permitted by the Corporation and as provided in the Prospectus of the
Corporation relating to the Class B Shares (the "Prospectus"), from another
investment company or another class or sub-series of shares (including the Class
B Shares) of the Corporation (an "Eligible Investment Company"), the Conversion
Date shall be the conversion date applicable to the shares of the Eligible
Investment Company originally subscribed for in lieu of the Conversion Date of
any shares acquired through exchange if such Eligible Investment Company issuing
the Share originally subscribed for had a similar conversion feature, but not
later than the Conversion Date determined as provided above. For the purpose of
calculating the holding period required for conversion, the date of issuance of
a Class B Share shall mean (i) in the case of a Class B Share obtained by the
holder thereof through an original subscription to the Corporation, the date of
the issuance of such Class B Share, or (ii) in the case of a Class B Share
obtained by the holder thereof through an exchange, or through a series of
exchanges, from an Eligible Investment Company, the date of issuance of the
share of the Eligible Investment Company to which the holder originally
subscribed plus the number of days, if any, that such share had been exchanged
for, and was held as, shares of an Eligible Investment Company that holds itself
out as a money market fund pursuant to Rule 2a-7 under the 1940 Act.
(b) Each Class B Share (i) purchased through automatic
reinvestment of a Dividend with
respect to that Class B Share or the corresponding class or sub-series of any
other investment company or of any other class or sub-series of the Corporation
issuing such class or sub-series of shares, or (ii) issued pursuant to an
exchange privilege granted by the Corporation in an exchange or series of
exchanges for Shares originally purchased through the automatic reinvestment of
a dividend or distribution with respect to Shares of an Eligible Investment
Company, shall be segregated in a separate sub-account on the Share records of
the Corporation for each of the holders thereof. On any Conversion Date, a
number of the Class B Shares held in the separate sub-account of the holder,
calculated in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder, into
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof). The number of the Class B Shares
in the holder's separate sub-account so converted shall (i) bear the same ratio
to the total number of Shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of Shares of the
holder converted on the Conversion Date pursuant to paragraph (2)(a) hereof
bears to the total number of Class B Shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the Shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
in accordance with a Multi-Class Plan adopted pursuant to rules and regulations
of the Securities and Exchange Commission and set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of
such other class or
sub-series which may be created pursuant to subparagraph (e) hereof) into which
a Class B Share is converted pursuant to paragraphs 2(a) and 2(b) hereof shall
equal the number (including for this purpose fractions of a Share) obtained by
dividing the net asset value per share of such Class B Share for purposes of
sales and redemption thereof on the Conversion Date by the net asset value per
share of the Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof) for purposes of sales
and redemption thereof on the Conversion Date.
(d) On the Conversion Date, the Class B Shares
converted into Class A Shares (or
into a share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) will no longer be deemed outstanding and the rights of
the holders thereof will cease, except the right to (i) receive the number of
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) into which such Class B Shares have
been converted and (ii) receive declared but unpaid Dividends that have been
declared as to Class B Shares held as of a record date occurring on or before
the Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore set with
respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares into
Class A Shares (or into a
share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof), as set forth in paragraphs 2(a) and 2(b) hereof, may
also be suspended by action of the Board of Directors, by resolution making
specific reference to this provision, at any time that the Board of Directors
determines such suspension to be required under applicable law or in the
exercise of their fiduciary duties; provided, however, that if the Board of
Directors determines that the suspension is likely to continue more than 120
days, the Board of Directors shall create one or more additional classes or one
more sub-series of an existing or additional class or classes of shares, and a
sufficient number thereof, into which Class B Shares may be converted under the
rules of the Securities and Exchange Commission and other applicable law. If the
Board of Directors creates an additional class or sub-series of a class of
shares into which the Class B Shares will thereafter be convertible hereunder,
the Board shall file articles supplementary creating such class or sub-series of
shares and such articles supplementary shall indicate that the shares being
created thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to be
borne by the Corporation in respect of the Class A Shares under such plan of
distribution is proposed, no Class B Shares shall thereafter convert into Class
A Shares until the holders of Class B Shares shall have approved the proposed
amendment.
6. When Class B Shares or Class C Shares are redeemed by the holder thereof or
the Corporation, such shares may be redeemed at a redemption price equal to the
net asset value per share of the sub-series less the deduction of a contingent
deferred sales charge from the proceeds of any redemption thereof in amounts and
for time periods as may be determined by the Board of Directors from time to
time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares
have been classified by the Board of Directors as distinct sub-series of The
Gabelli Global Opportunity Fund Stock pursuant to authority contained in the
Charter of the Corporation.
<PAGE>
IN WITNESS WHEREOF, Gabelli Global Series Funds, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
on this 12th day of January, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles Supplementary are the act of Gabelli Global
Series Funds, Inc. and that to the best of his knowledge, information and belief
and under penalties of 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
ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
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: (a) The total number of shares of the capital stock
which the Corporation has authority to issue is one billion (1,000,000,0000)
shares of stock, with a par value of $0.001 per Share with an aggregate par
value of $1,000,000.00. Such one billion (1,000,000,000) shares of capital stock
have been allocated to the following classes in the following amounts: two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global
Telecommunications Fund Stock"; two hundred million (200,000,000) of the
authorized shares of stock have been allocated to a separate class designated as
"The Gabelli Global Entertainment and Media Fund Stock"; two hundred million
(200,000,000) of the authorized shares of stock have been allocated to a
separate class designated as "The Gabelli Global Opportunity Fund Stock;" two
hundred million (200,000,000) of the authorized shares of stock have been
allocated to a separate class designated as "The Gabelli Global Growth Fund
Stock;" and two hundred million (200,000,000) of the authorized shares of stock
have been allocated to a separate series designated as the "The Gabelli Global
Convertible Securities Fund Stock". Pursuant to articles of amendment filed by
the Corporation on January 12, 2000, the issued and outstanding shares of the
Corporation's The Gabelli Global Telecommunications Fund Stock were reclassified
and designated as shares of The Gabelli Global Telecommunications Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Telecommunications Fund Stock, the issued and outstanding shares
of the Corporation's The Gabelli Global Entertainment and Media Fund Stock were
reclassified and designated as shares of The Gabelli Global Entertainment and
Media Fund Class AAA Stock, a sub-series of shares of the Corporation's class
designated as The Gabelli Global Entertainment and Media Fund Stock, the issued
and outstanding shares of the Corporation's The Gabelli Global Opportunity Fund
Stock were reclassified and designated as The Gabelli Global Opportunity Fund
Class AAA Stock, a sub-series of shares of the Corporation's class designated as
The Gabelli Global Opportunity Fund Stock, the issued and outstanding shares of
the Corporation's The Gabelli Global Growth Fund Stock were reclassified and
designated as shares of The Gabelli Global Growth Fund Class AAA Stock, a
sub-series of shares of the Corporation's class designated as The Gabelli Global
Growth Fund Stock, and the issued and outstanding shares of the Corporation's
The Gabelli Global Convertible Securities Fund Stock were reclassified and
designated as shares of The Gabelli Global Convertible Securities Fund Class AAA
Stock, a sub-series of shares of the Corporation's class designated as The
Gabelli Global Convertible Securities Fund Stock.
SECOND: The Board of Directors of the Corporation, at a
meeting held on February 17, 1999, adopted resolutions reclassifying and
designating authorized but unissued shares of capital stock of The Gabelli
Global Convertible Securities Fund Stock into distinct sub-series of that class
as follows: fifty million (50,000,000) shares of the authorized but unissued
shares of capital stock of The Gabelli Global Convertible Securities Fund Stock
have been reallocated to a separate sub-series of the class and are designated
as "The Gabelli Global Convertible Securities Fund Class A Stock" (the "Class A
Shares"), twenty-five million (25,000,000) shares of the authorized but unissued
shares of capital stock of The Gabelli Global Convertible Securities Fund Stock
have been reallocated to a separate sub-series of the class and are designated
as "The Gabelli Global Convertible Securities Fund Class B Stock" (the "Class B
Shares"), twenty-five million (25,000,000) shares of the authorized but unissued
shares of capital stock of The Gabelli Global Convertible Securities Fund Stock
have been reallocated to a separate sub-series of the class and are designated
as "The Gabelli Global Convertible Securities Fund Class C Stock" (the "Class C
Shares") and the balance of the authorized but unissued shares of capital stock
of The Gabelli Global Convertible Securities Fund Stock shall be reallocated to
the sub-series of The Gabelli Global Convertible Securities Fund Stock class
which has been previously designated as "The Gabelli Global Convertible
Securities Fund Class AAA Stock" (the "Class AAA Shares"). The Class A Shares,
Class B Shares, Class C Shares and Class AAA Shares constitute separate and
distinct sub-series of The Gabelli Global Convertible Securities Fund Stock,
notwithstanding the fact that the word "class" instead of "series" or
"sub-series" appears in the title designating each such sub-series.
THIRD: The Class A Shares, Class B Shares and Class C Shares,
together with the Class AAA Shares and any other sub-series of capital stock of
the Corporation designated as a sub-series of The Gabelli Global Convertible
Securities Fund Stock in the future shall represent interests in the portfolio
of assets attributable to the Gabelli Global Convertible Securities Fund Stock
class, which assets shall be allocated to each of the foregoing sub-series in
accordance with Article (V) of the Corporation's Charter and which assets shall
be charged with the liabilities of the Corporation with respect to the class and
each such sub-series in accordance with Article (V) of the Corporation's
Charter. The Class A Shares, Class B Shares and Class C Shares shall have the
same preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms or conditions of
redemption applicable to shares of the Gabelli Global Convertible Securities
Fund Stock class and sub-series thereof, all as set forth in the Charter of the
Corporation except for the differences hereinafter set forth:
7. (a) Except as provided below with respect to Class B Shares of the type
referenced in clauses (i) and (ii) of subparagraph (b) hereof, each Class B
Share shall be converted automatically, and without any action or choice on the
part of the holder thereof, into a Class A Share (or into a share of such other
class or sub-series which may be created pursuant to subparagraph (e) hereof) on
the Conversion Date. The term "Conversion Date" means, with respect to each
Class B Share, the first business day of the eighty-fifth calendar month
following the calendar month in which such Class B Share was issued; provided,
however, that, subject to the provisions of the next sentence, for any Class B
Shares acquired through an exchange, or through a series of exchanges, as
permitted by the Corporation and as provided in the Prospectus of the
Corporation relating to the Class B Shares (the "Prospectus"), from another
investment company or another class or sub-series of shares (including the Class
B Shares) of the Corporation (an "Eligible Investment Company"), the Conversion
Date shall be the conversion date applicable to the shares of the Eligible
Investment Company originally subscribed for in lieu of the Conversion Date of
any shares acquired through exchange if such Eligible Investment Company issuing
the Share originally subscribed for had a similar conversion feature, but not
later than the Conversion Date determined as provided above. For the purpose of
calculating the holding period required for conversion, the date of issuance of
a Class B Share shall mean (i) in the case of a Class B Share obtained by the
holder thereof through an original subscription to the Corporation, the date of
the issuance of such Class B Share, or (ii) in the case of a Class B Share
obtained by the holder thereof through an exchange, or through a series of
exchanges, from an Eligible Investment Company, the date of issuance of the
share of the Eligible Investment Company to which the holder originally
subscribed plus the number of days, if any, that such share had been exchanged
for, and was held as, shares of an Eligible Investment Company that holds itself
out as a money market fund pursuant to Rule 2a-7 under the 1940 Act.
(b) Each Class B Share (i) purchased through automatic
reinvestment of a Dividend with
respect to that Class B Share or the corresponding class or sub-series of any
other investment company or of any other class or sub-series of the Corporation
issuing such class or sub-series of shares, or (ii) issued pursuant to an
exchange privilege granted by the Corporation in an exchange or series of
exchanges for Shares originally purchased through the automatic reinvestment of
a dividend or distribution with respect to Shares of an Eligible Investment
Company, shall be segregated in a separate sub-account on the Share records of
the Corporation for each of the holders thereof. On any Conversion Date, a
number of the Class B Shares held in the separate sub-account of the holder,
calculated in accordance with the next following sentence, shall be converted
automatically, and without any action or choice on the part of the holder, into
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof). The number of the Class B Shares
in the holder's separate sub-account so converted shall (i) bear the same ratio
to the total number of Shares maintained in the separate sub-account on the
Conversion Date (immediately prior to conversion) as the number of Shares of the
holder converted on the Conversion Date pursuant to paragraph (2)(a) hereof
bears to the total number of Class B Shares of the holder on the Conversion Date
(immediately prior to conversion) after subtracting the Shares then maintained
in the holder's separate sub-account, or (ii) be such other number as may be
calculated in such other manner as may be determined by the Board of Directors
in accordance with a Multi-Class Plan adopted pursuant to rules and regulations
of the Securities and Exchange Commission and set forth in the Prospectus.
(c) The number of Class A Shares (or into a share of
such other class or
sub-series which may be created pursuant to subparagraph (e) hereof) into which
a Class B Share is converted pursuant to paragraphs 2(a) and 2(b) hereof shall
equal the number (including for this purpose fractions of a Share) obtained by
dividing the net asset value per share of such Class B Share for purposes of
sales and redemption thereof on the Conversion Date by the net asset value per
share of the Class A Shares (or into a share of such other class or sub-series
which may be created pursuant to subparagraph (e) hereof) for purposes of sales
and redemption thereof on the Conversion Date.
(d) On the Conversion Date, the Class B Shares
converted into Class A Shares (or
into a share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof) will no longer be deemed outstanding and the rights of
the holders thereof will cease, except the right to (i) receive the number of
Class A Shares (or into a share of such other class or sub-series which may be
created pursuant to subparagraph (e) hereof) into which such Class B Shares have
been converted and (ii) receive declared but unpaid Dividends that have been
declared as to Class B Shares held as of a record date occurring on or before
the Conversion Date and (iii) vote converting Class B Shares held as of any
record date occurring on or before the Conversion Date and theretofore set with
respect to any meeting held after the Conversion Date).
(e) The automatic conversion of the Class B Shares into
Class A Shares (or into a
share of such other class or sub-series which may be created pursuant to
subparagraph (e) hereof), as set forth in paragraphs 2(a) and 2(b) hereof, may
also be suspended by action of the Board of Directors, by resolution making
specific reference to this provision, at any time that the Board of Directors
determines such suspension to be required under applicable law or in the
exercise of their fiduciary duties; provided, however, that if the Board of
Directors determines that the suspension is likely to continue more than 120
days, the Board of Directors shall create one or more additional classes or one
more sub-series of an existing or additional class or classes of shares, and a
sufficient number thereof, into which Class B Shares may be converted under the
rules of the Securities and Exchange Commission and other applicable law. If the
Board of Directors creates an additional class or sub-series of a class of
shares into which the Class B Shares will thereafter be convertible hereunder,
the Board shall file articles supplementary creating such class or sub-series of
shares and such articles supplementary shall indicate that the shares being
created thereby have been created pursuant to this provision of these Articles
Supplementary.
(f) Notwithstanding the foregoing, if any amendment to a plan of distribution
relating to the Class A Shares that would increase materially the amount to be
borne by the Corporation in respect of the Class A Shares under such plan of
distribution is proposed, no Class B Shares shall thereafter convert into Class
A Shares until the holders of Class B Shares shall have approved the proposed
amendment.
8. When Class B Shares or Class C Shares are redeemed by the holder thereof or
the Corporation, such shares may be redeemed at a redemption price equal to the
net asset value per share of the sub-series less the deduction of a contingent
deferred sales charge from the proceeds of any redemption thereof in amounts and
for time periods as may be determined by the Board of Directors from time to
time and set forth in the Prospectus covering such sub-series.
FOURTH: The Class A Shares, Class B Shares and Class C Shares
have been classified by the Board of Directors as distinct sub-series of The
Gabelli Global Convertible Securities Fund Stock pursuant to authority contained
in the Charter of the Corporation.
<PAGE>
IN WITNESS WHEREOF, Gabelli Global Series Funds, Inc. has
caused these Articles Supplementary to be signed in its name and on its behalf
on this 28th day of February, 2000 by its Vice President and Treasurer, who
acknowledges that these Articles Supplementary are the act of Gabelli Global
Series Funds, Inc. and that to the best of his knowledge, information and belief
and under penalties of 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
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated February
28th, 2000, between Gabelli Global Series Funds, Inc., a Maryland corporation
(the "Company"), and Gabelli & Company, Inc., a New York corporation (the
"Distributor"). The Company is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of
shares (the "Shares") of The Gabelli Global Telecommunications Fund, (the
"Fund"), par value $.001 per share (the "Shares"), have been registered under
the Securities Act of 1933 (the "1933 Act") to be offered for sale to the public
in a continuous public offering in accordance with terms and conditions set
forth in the Prospectus and Statement of Additional Information (the
"Prospectus")of the Fund included in the Company's Registration Statement on
Form N-1A as such documents may be amended from time to time.
In this connection, the Company desires that the Distributor
act as its exclusive sales agent and distributor for the sale and distribution
of Shares. The Distributor has advised the Company that it is willing to act in
such capacities, and it is accordingly agreed between them as follows:
1. The Company hereby appoints the Distributor as exclusive
sales agent and distributor for the sale and distribution of Shares pursuant to
the aforesaid continuous public offering of Shares, and the Company further
agrees from and after the commencement of such continuous public offering that
it will not, without the Distributor's consent, sell or agree to sell any Shares
otherwise than through the Distributor, except the Company may issue Shares in
connection with a merger, consolidation or acquisition of assets on such basis
as may be authorized or permitted under the 1940 Act.
2. The Distributor hereby accepts such appointment and agrees
to use its best efforts to sell such Shares; provided, however, that when
requested by the Fund at any time for any reason the Distributor will suspend
such efforts. The Company may also withdraw the offering of Shares at any time
when required by the provisions of any statute, order, rule or regulation of any
governmental body having jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion of the Shares of the
Fund. The Fund acknowledges that the Distributor will enter into sales or
servicing agreements with registered securities brokers and banks and into
servicing agreements with financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms. In entering into such agreements, the Distributor shall act only on its
own behalf as principal underwriter and distributor. The Distributor shall not
be responsible for making any distribution plan or service fee payments pursuant
to any plans the Fund may adopt or agreements it may enter into.
3. The Distributor represents that it is a member in good
standing of the National Association of Dealers, Inc. and agrees that it will
use all reasonable efforts to maintain such status and to abide by the Rules of
Fair Practice, the Constitution and the Bylaws of the National Association of
Securities Dealers, Inc., and all other rules and regulations that are now or
may become applicable to its performance hereunder. The Distributor will
undertake and discharge its obligations hereunder as an independent contractor
and it shall have no authority or power to obligate or bind the Company by its
actions, conduct or contracts except that it is authorized to accept orders for
the purchase or repurchase of Shares as the Company's agent and subject to its
approval. The Company reserves the right to reject any order in whole or in
part. The Distributor may appoint sub-agents or distribute through dealers or
otherwise as it may determine from time to time pursuant to agreements approved
by the Company, but this Agreement shall not be construed as authorizing any
dealer or other person to accept orders for sale or repurchase of Shares on
behalf of the Company or otherwise act as the Company's agent for any purpose.
The Distributor shall not utilize any materials in connection with the sale or
offering of Shares except the then current Prospectus and such other materials
as the Company shall provide or approve in writing.
4. Shares may be sold by the Distributor only at prices and
terms described in the then current Prospectus relating to the Shares and may be
sold either through persons with whom it has selling agreements in a form
approved by the Company's Board of Directors or directly to prospective
purchasers. To facilitate sales, the Company will furnish the Distributor with
the net asset value of its Shares promptly after each calculation thereof.
5. The Company has delivered to the Distributor a copy of the
current Prospectus for the Fund. It agrees that it will use its best efforts to
continue the effectiveness of its Registration Statement filed under the 1933
Act and the 1940 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with such Acts. The Company will furnish
the Distributor at the Distributor's expense with a reasonable number of copies
of the Prospectus and any amended Prospectus for use in connection with the sale
of Shares.
6. At the Distributor's request, the Company will take such
steps at its own expense as may be necessary and feasible to qualify Shares for
sale in states, territories or dependencies of the United States of America and
in the District of Columbia in accordance with the laws thereof, and to renew or
extend any such qualification; provided, however, that the Company shall not be
required to qualify Shares or to maintain the qualification of Shares in any
state, territory, dependency or district where it shall deem such qualification
disadvantageous to the Fund.
7. The Distributor agrees that:
(a) It will furnish to the Company any pertinent information
required to be inserted with respect to the Distributor as exclusive
sales agent and distributor within the purview of Federal and state
securities laws in any reports or registrations required to be filed
with any government authority;
(b) It will not make any representations inconsistent with the
information contained in the Registration Statement or Prospectus filed
under the Securities Act of 1933, as in effect from time to time;
(c) It will not use or distribute or authorize the use or
distribution of any statements other than those contained in the Fund's
then current Prospectus or in such supplemental literature or
advertising as may be authorized in writing by the Company; and
(d) Subject to Paragraph 9 below, the Distributor will bear
the costs and expenses of printing and distributing any copies of any
prospectuses and annual and interim reports of the Fund (after such
items have been prepared and set in type) which are used in connection
with the offering of Shares, and the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor
or furnished by the Distributor for use in connection with the offering
of the Shares and the costs and expenses incurred by the Distributor in
advertising, promoting and selling Shares of the Fund to the public.
The Fund has adopted a separate plan of distribution (collectively, the
"Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on
behalf of its Class A, Class B, Class C and Class AAA shares,
respectively, each of which provides for the payment of administrative
and sales related expenses in connection with the distribution of Fund
shares and the Distributor agrees to take no action inconsistent with
said Plan.
8. The Company will pay its legal and auditing expenses and
the cost of composition of any prospectuses of annual or interim reports of the
Fund.
9. The Company will pay the Distributor for costs and expenses
incurred by the Distributor in connection with distribution of Shares by the
Distributor in accordance with the terms of a Plan of Distribution (the "Plan")
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as such Plan may
be in effect from time to time; provided, however, that no payments shall be due
or paid to the Distributor hereunder unless and until this Agreement shall have
been approved by Director Approval and Disinterested Director Approval (as such
terms are defined in such Plan). The Company reserves the right to modify or
terminate such Plan at any time as specified in the Plan and Rule 12b-1, and
this Section 9 shall thereupon be modified or terminated to the same extent
without further action of the parties. The persons authorized to direct the
payment of funds pursuant to this Agreement and the Plan shall provide to the
Company's Board of Directors, and the Directors shall review, at least quarterly
a written report of the amounts so paid and the purposes for which such
expenditures were made.
10. The Company agrees to indemnify, defend and hold the
Distributor, its officers, directors, employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (each,
an "indemnitee"), free and harmless from any and all liabilities and expenses,
including costs of investigation or defense (including reasonable counsel fees)
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
indemnitee may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while the Distributor was active in
such capacity or by reason of the Distributor having acted in any such capacity
or arising out of or based upon any untrue statement of a material fact
contained in the then-current Prospectus relating to the Shares or arising out
of or based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information furnished
in writing by the Distributor to the Company expressly for use in any such
Prospectus; provided, however, that (1) no indemnitee shall be indemnified
hereunder against any liability to the Company or the shareholders of the Fund
or any expense of such indemnitee with respect to any matter as to which such
indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company or
arising by reason of such indemnitee's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"), or (2)
as to any matter disposed of by settlement or a compromise payment by such
indemnitee, no indemnification shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee. Notwithstanding the
foregoing the Company shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Company cannot
lawfully waive.
The Distributor agrees to indemnify, defend and hold the
Company, its Directors, officers, employees and agents and any person who
controls the Company within the meaning of Section 15 of the 1933 Act (each, an
"indemnitee"), free and harmless from and against any and all liabilities and
expenses, including costs of investigation or defense (including reasonable
counsel fees) incurred by such indemnitee, but only to the extent that such
liability or expense shall arise out of or be based upon any untrue or alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor of the Company expressly for use in a Prospectus or
any alleged omission to state a material fact in connection with such
information required to be stated therein or necessary to make such information
not misleading or arising by reason of disabling conduct by such indemnitee or
any person selling Shares pursuant to an agreement with the Distributor.
The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such indemnification
and if the directors of the Company determine that the facts then known to them
would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a security for his
undertaking, (B) the Company shall be insured against losses arising by reason
of any lawful advances, or (C) a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.
11. This Agreement shall become effective on the date first
set forth above and shall remain in effect for up to two years from such date
(one year in the case of Section 9 and thereafter from year to year provided
such continuance is specifically approved at least annually prior to each
anniversary of such date by (a) Director Approval or by vote at a meeting of
shareholders of the Fund of the lesser of (i) 67 per cent of the Shares present
or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b)
by Disinterested Director Approval.
12. This Agreement may be terminated (a) by the Distributor at
any time without penalty by giving sixty (60) days' written notice to the
Company which notice may be waived by the Company; or (b) by the Company at any
time without penalty upon sixty (60) days' written notice to the Distributor
(which notice may be waived by the Distributor); provided, however, that any
such termination by the Company shall be directed or approved in the same manner
as required for continuance of this Agreement by Section 11(a) (or, in the case
of termination of Section 9, by Section 11(b)).
13. This Agreement may not be amended or changed except in
writing signed by each of the parties hereto and approved in the same manner as
provided for continuance of this Agreement in Section 11(a) (or, in the case of
amendment of Section 9, by Section 11(b)). Any such amendment or change shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon assignment (as such term is defined in
the 1940 Act and the rules thereunder).
14. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be performed entirely
therein and in accordance with applicable provisions of the 1940 Act.
15. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
GABELLI GLOBAL SERIES FUNDS, INC.
By: /s/ BRUCE N. ALPERT
Name: Bruce N. Alpert
Title: Vice President
GABELLI & COMPANY, INC.
By:/s/ Stephen G. Bondi
Name:Stephen G. Bondi
Title:Vice President of Finance
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR
THE GABELLI GLOBAL GROWTH FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated February
28th, 2000, between Gabelli Global Series Funds, Inc., a Maryland corporation
(the "Company"), and Gabelli & Company, Inc., a New York corporation (the
"Distributor"). The Company is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of
shares (the "Shares") of The Gabelli Global Growth Fund, (the "Fund"), par value
$.001 per share (the "Shares"), have been registered under the Securities Act of
1933 (the "1933 Act") to be offered for sale to the public in a continuous
public offering in accordance with terms and conditions set forth in the
Prospectus and Statement of Additional Information (the "Prospectus")of the Fund
included in the Company's Registration Statement on Form N-1A as such documents
may be amended from time to time.
In this connection, the Company desires that the Distributor
act as its exclusive sales agent and distributor for the sale and distribution
of Shares. The Distributor has advised the Company that it is willing to act in
such capacities, and it is accordingly agreed between them as follows:
1. The Company hereby appoints the Distributor as exclusive
sales agent and distributor for the sale and distribution of Shares pursuant to
the aforesaid continuous public offering of Shares, and the Company further
agrees from and after the commencement of such continuous public offering that
it will not, without the Distributor's consent, sell or agree to sell any Shares
otherwise than through the Distributor, except the Company may issue Shares in
connection with a merger, consolidation or acquisition of assets on such basis
as may be authorized or permitted under the 1940 Act.
2. The Distributor hereby accepts such appointment and agrees
to use its best efforts to sell such Shares; provided, however, that when
requested by the Fund at any time for any reason the Distributor will suspend
such efforts. The Company may also withdraw the offering of Shares at any time
when required by the provisions of any statute, order, rule or regulation of any
governmental body having jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion of the Shares of the
Fund. The Fund acknowledges that the Distributor will enter into sales or
servicing agreements with registered securities brokers and banks and into
servicing agreements with financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms. In entering into such agreements, the Distributor shall act only on its
own behalf as principal underwriter and distributor. The Distributor shall not
be responsible for making any distribution plan or service fee payments pursuant
to any plans the Fund may adopt or agreements it may enter into.
3. The Distributor represents that it is a member in good
standing of the National Association of Dealers, Inc. and agrees that it will
use all reasonable efforts to maintain such status and to abide by the Rules of
Fair Practice, the Constitution and the Bylaws of the National Association of
Securities Dealers, Inc., and all other rules and regulations that are now or
may become applicable to its performance hereunder. The Distributor will
undertake and discharge its obligations hereunder as an independent contractor
and it shall have no authority or power to obligate or bind the Company by its
actions, conduct or contracts except that it is authorized to accept orders for
the purchase or repurchase of Shares as the Company's agent and subject to its
approval. The Company reserves the right to reject any order in whole or in
part. The Distributor may appoint sub-agents or distribute through dealers or
otherwise as it may determine from time to time pursuant to agreements approved
by the Company, but this Agreement shall not be construed as authorizing any
dealer or other person to accept orders for sale or repurchase of Shares on
behalf of the Company or otherwise act as the Company's agent for any purpose.
The Distributor shall not utilize any materials in connection with the sale or
offering of Shares except the then current Prospectus and such other materials
as the Company shall provide or approve in writing.
4. Shares may be sold by the Distributor only at prices and
terms described in the then current Prospectus relating to the Shares and may be
sold either through persons with whom it has selling agreements in a form
approved by the Company's Board of Directors or directly to prospective
purchasers. To facilitate sales, the Company will furnish the Distributor with
the net asset value of its Shares promptly after each calculation thereof.
5. The Company has delivered to the Distributor a copy of the
current Prospectus for the Fund. It agrees that it will use its best efforts to
continue the effectiveness of its Registration Statement filed under the 1933
Act and the 1940 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with such Acts. The Company will furnish
the Distributor at the Distributor's expense with a reasonable number of copies
of the Prospectus and any amended Prospectus for use in connection with the sale
of Shares.
6. At the Distributor's request, the Company will take such
steps at its own expense as may be necessary and feasible to qualify Shares for
sale in states, territories or dependencies of the United States of America and
in the District of Columbia in accordance with the laws thereof, and to renew or
extend any such qualification; provided, however, that the Company shall not be
required to qualify Shares or to maintain the qualification of Shares in any
state, territory, dependency or district where it shall deem such qualification
disadvantageous to the Fund.
7. The Distributor agrees that:
(a) It will furnish to the Company any pertinent information
required to be inserted with respect to the Distributor as exclusive
sales agent and distributor within the purview of Federal and state
securities laws in any reports or registrations required to be filed
with any government authority;
(b) It will not make any representations inconsistent with the
information contained in the Registration Statement or Prospectus filed
under the Securities Act of 1933, as in effect from time to time;
(c) It will not use or distribute or authorize the use or
distribution of any statements other than those contained in the Fund's
then current Prospectus or in such supplemental literature or
advertising as may be authorized in writing by the Company; and
(d) Subject to Paragraph 9 below, the Distributor will bear
the costs and expenses of printing and distributing any copies of any
prospectuses and annual and interim reports of the Fund (after such
items have been prepared and set in type) which are used in connection
with the offering of Shares, and the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor
or furnished by the Distributor for use in connection with the offering
of the Shares and the costs and expenses incurred by the Distributor in
advertising, promoting and selling Shares of the Fund to the public.
The Fund has adopted a separate plan of distribution (collectively, the
"Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on
behalf of its Class A, Class B, Class C and Class AAA shares,
respectively, each of which provides for the payment of administrative
and sales related expenses in connection with the distribution of Fund
shares and the Distributor agrees to take no action inconsistent with
said Plan.
8. The Company will pay its legal and auditing expenses and
the cost of composition of any prospectuses of annual or interim reports of the
Fund.
9. The Company will pay the Distributor for costs and expenses
incurred by the Distributor in connection with distribution of Shares by the
Distributor in accordance with the terms of a Plan of Distribution (the "Plan")
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as such Plan may
be in effect from time to time; provided, however, that no payments shall be due
or paid to the Distributor hereunder unless and until this Agreement shall have
been approved by Director Approval and Disinterested Director Approval (as such
terms are defined in such Plan). The Company reserves the right to modify or
terminate such Plan at any time as specified in the Plan and Rule 12b-1, and
this Section 9 shall thereupon be modified or terminated to the same extent
without further action of the parties. The persons authorized to direct the
payment of funds pursuant to this Agreement and the Plan shall provide to the
Company's Board of Directors, and the Directors shall review, at least quarterly
a written report of the amounts so paid and the purposes for which such
expenditures were made.
10. The Company agrees to indemnify, defend and hold the
Distributor, its officers, directors, employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (each,
an "indemnitee"), free and harmless from any and all liabilities and expenses,
including costs of investigation or defense (including reasonable counsel fees)
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
indemnitee may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while the Distributor was active in
such capacity or by reason of the Distributor having acted in any such capacity
or arising out of or based upon any untrue statement of a material fact
contained in the then-current Prospectus relating to the Shares or arising out
of or based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information furnished
in writing by the Distributor to the Company expressly for use in any such
Prospectus; provided, however, that (1) no indemnitee shall be indemnified
hereunder against any liability to the Company or the shareholders of the Fund
or any expense of such indemnitee with respect to any matter as to which such
indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company or
arising by reason of such indemnitee's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"), or (2)
as to any matter disposed of by settlement or a compromise payment by such
indemnitee, no indemnification shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee. Notwithstanding the
foregoing the Company shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Company cannot
lawfully waive.
The Distributor agrees to indemnify, defend and hold the
Company, its Directors, officers, employees and agents and any person who
controls the Company within the meaning of Section 15 of the 1933 Act (each, an
"indemnitee"), free and harmless from and against any and all liabilities and
expenses, including costs of investigation or defense (including reasonable
counsel fees) incurred by such indemnitee, but only to the extent that such
liability or expense shall arise out of or be based upon any untrue or alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor of the Company expressly for use in a Prospectus or
any alleged omission to state a material fact in connection with such
information required to be stated therein or necessary to make such information
not misleading or arising by reason of disabling conduct by such indemnitee or
any person selling Shares pursuant to an agreement with the Distributor.
The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such indemnification
and if the directors of the Company determine that the facts then known to them
would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a security for his
undertaking, (B) the Company shall be insured against losses arising by reason
of any lawful advances, or (C) a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.
11. This Agreement shall become effective on the date first
set forth above and shall remain in effect for up to two years from such date
(one year in the case of Section 9 and thereafter from year to year provided
such continuance is specifically approved at least annually prior to each
anniversary of such date by (a) Director Approval or by vote at a meeting of
shareholders of the Fund of the lesser of (i) 67 per cent of the Shares present
or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b)
by Disinterested Director Approval.
12. This Agreement may be terminated (a) by the Distributor at
any time without penalty by giving sixty (60) days' written notice to the
Company which notice may be waived by the Company; or (b) by the Company at any
time without penalty upon sixty (60) days' written notice to the Distributor
(which notice may be waived by the Distributor); provided, however, that any
such termination by the Company shall be directed or approved in the same manner
as required for continuance of this Agreement by Section 11(a) (or, in the case
of termination of Section 9, by Section 11(b)).
13. This Agreement may not be amended or changed except in
writing signed by each of the parties hereto and approved in the same manner as
provided for continuance of this Agreement in Section 11(a) (or, in the case of
amendment of Section 9, by Section 11(b)). Any such amendment or change shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon assignment (as such term is defined in
the 1940 Act and the rules thereunder).
14. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be performed entirely
therein and in accordance with applicable provisions of the 1940 Act.
15. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
GABELLI GLOBAL SERIES FUNDS, INC.
By: /s/ BRUCE N. ALPERT
Name: Bruce N. Alpert
Title: Vice President
GABELLI & COMPANY, INC.
By:/s/ Stephen G. Bondi
Name:Stephen G. Bondi
Title:Vice President of Finance
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR
THE GABELLI GLOBAL OPPORTUNITY FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated February
28th, 2000, between Gabelli Global Series Funds, Inc., a Maryland corporation
(the "Company"), and Gabelli & Company, Inc., a New York corporation (the
"Distributor"). The Company is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of
shares (the "Shares") of The Gabelli Global Opportunity Fund, (the "Fund"), par
value $.001 per share (the "Shares"), have been registered under the Securities
Act of 1933 (the "1933 Act") to be offered for sale to the public in a
continuous public offering in accordance with terms and conditions set forth in
the Prospectus and Statement of Additional Information (the "Prospectus")of the
Fund included in the Company's Registration Statement on Form N-1A as such
documents may be amended from time to time.
In this connection, the Company desires that the Distributor
act as its exclusive sales agent and distributor for the sale and distribution
of Shares. The Distributor has advised the Company that it is willing to act in
such capacities, and it is accordingly agreed between them as follows:
1. The Company hereby appoints the Distributor as exclusive
sales agent and distributor for the sale and distribution of Shares pursuant to
the aforesaid continuous public offering of Shares, and the Company further
agrees from and after the commencement of such continuous public offering that
it will not, without the Distributor's consent, sell or agree to sell any Shares
otherwise than through the Distributor, except the Company may issue Shares in
connection with a merger, consolidation or acquisition of assets on such basis
as may be authorized or permitted under the 1940 Act.
2. The Distributor hereby accepts such appointment and agrees
to use its best efforts to sell such Shares; provided, however, that when
requested by the Fund at any time for any reason the Distributor will suspend
such efforts. The Company may also withdraw the offering of Shares at any time
when required by the provisions of any statute, order, rule or regulation of any
governmental body having jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion of the Shares of the
Fund. The Fund acknowledges that the Distributor will enter into sales or
servicing agreements with registered securities brokers and banks and into
servicing agreements with financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms. In entering into such agreements, the Distributor shall act only on its
own behalf as principal underwriter and distributor. The Distributor shall not
be responsible for making any distribution plan or service fee payments pursuant
to any plans the Fund may adopt or agreements it may enter into.
3. The Distributor represents that it is a member in good
standing of the National Association of Dealers, Inc. and agrees that it will
use all reasonable efforts to maintain such status and to abide by the Rules of
Fair Practice, the Constitution and the Bylaws of the National Association of
Securities Dealers, Inc., and all other rules and regulations that are now or
may become applicable to its performance hereunder. The Distributor will
undertake and discharge its obligations hereunder as an independent contractor
and it shall have no authority or power to obligate or bind the Company by its
actions, conduct or contracts except that it is authorized to accept orders for
the purchase or repurchase of Shares as the Company's agent and subject to its
approval. The Company reserves the right to reject any order in whole or in
part. The Distributor may appoint sub-agents or distribute through dealers or
otherwise as it may determine from time to time pursuant to agreements approved
by the Company, but this Agreement shall not be construed as authorizing any
dealer or other person to accept orders for sale or repurchase of Shares on
behalf of the Company or otherwise act as the Company's agent for any purpose.
The Distributor shall not utilize any materials in connection with the sale or
offering of Shares except the then current Prospectus and such other materials
as the Company shall provide or approve in writing.
4. Shares may be sold by the Distributor only at prices and
terms described in the then current Prospectus relating to the Shares and may be
sold either through persons with whom it has selling agreements in a form
approved by the Company's Board of Directors or directly to prospective
purchasers. To facilitate sales, the Company will furnish the Distributor with
the net asset value of its Shares promptly after each calculation thereof.
5. The Company has delivered to the Distributor a copy of the
current Prospectus for the Fund. It agrees that it will use its best efforts to
continue the effectiveness of its Registration Statement filed under the 1933
Act and the 1940 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with such Acts. The Company will furnish
the Distributor at the Distributor's expense with a reasonable number of copies
of the Prospectus and any amended Prospectus for use in connection with the sale
of Shares.
6. At the Distributor's request, the Company will take such
steps at its own expense as may be necessary and feasible to qualify Shares for
sale in states, territories or dependencies of the United States of America and
in the District of Columbia in accordance with the laws thereof, and to renew or
extend any such qualification; provided, however, that the Company shall not be
required to qualify Shares or to maintain the qualification of Shares in any
state, territory, dependency or district where it shall deem such qualification
disadvantageous to the Fund.
7. The Distributor agrees that:
(a) It will furnish to the Company any pertinent information
required to be inserted with respect to the Distributor as exclusive
sales agent and distributor within the purview of Federal and state
securities laws in any reports or registrations required to be filed
with any government authority;
(b) It will not make any representations inconsistent with the
information contained in the Registration Statement or Prospectus filed
under the Securities Act of 1933, as in effect from time to time;
(c) It will not use or distribute or authorize the use or
distribution of any statements other than those contained in the Fund's
then current Prospectus or in such supplemental literature or
advertising as may be authorized in writing by the Company; and
(d) Subject to Paragraph 9 below, the Distributor will bear
the costs and expenses of printing and distributing any copies of any
prospectuses and annual and interim reports of the Fund (after such
items have been prepared and set in type) which are used in connection
with the offering of Shares, and the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor
or furnished by the Distributor for use in connection with the offering
of the Shares and the costs and expenses incurred by the Distributor in
advertising, promoting and selling Shares of the Fund to the public.
The Fund has adopted a separate plan of distribution (collectively, the
"Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on
behalf of its Class A, Class B, Class C and Class AAA shares,
respectively, each of which provides for the payment of administrative
and sales related expenses in connection with the distribution of Fund
shares and the Distributor agrees to take no action inconsistent with
said Plan.
8. The Company will pay its legal and auditing expenses and
the cost of composition of any prospectuses of annual or interim reports of the
Fund.
9. The Company will pay the Distributor for costs and expenses
incurred by the Distributor in connection with distribution of Shares by the
Distributor in accordance with the terms of a Plan of Distribution (the "Plan")
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as such Plan may
be in effect from time to time; provided, however, that no payments shall be due
or paid to the Distributor hereunder unless and until this Agreement shall have
been approved by Director Approval and Disinterested Director Approval (as such
terms are defined in such Plan). The Company reserves the right to modify or
terminate such Plan at any time as specified in the Plan and Rule 12b-1, and
this Section 9 shall thereupon be modified or terminated to the same extent
without further action of the parties. The persons authorized to direct the
payment of funds pursuant to this Agreement and the Plan shall provide to the
Company's Board of Directors, and the Directors shall review, at least quarterly
a written report of the amounts so paid and the purposes for which such
expenditures were made.
10. The Company agrees to indemnify, defend and hold the
Distributor, its officers, directors, employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (each,
an "indemnitee"), free and harmless from any and all liabilities and expenses,
including costs of investigation or defense (including reasonable counsel fees)
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
indemnitee may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while the Distributor was active in
such capacity or by reason of the Distributor having acted in any such capacity
or arising out of or based upon any untrue statement of a material fact
contained in the then-current Prospectus relating to the Shares or arising out
of or based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information furnished
in writing by the Distributor to the Company expressly for use in any such
Prospectus; provided, however, that (1) no indemnitee shall be indemnified
hereunder against any liability to the Company or the shareholders of the Fund
or any expense of such indemnitee with respect to any matter as to which such
indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company or
arising by reason of such indemnitee's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"), or (2)
as to any matter disposed of by settlement or a compromise payment by such
indemnitee, no indemnification shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee. Notwithstanding the
foregoing the Company shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Company cannot
lawfully waive.
The Distributor agrees to indemnify, defend and hold the
Company, its Directors, officers, employees and agents and any person who
controls the Company within the meaning of Section 15 of the 1933 Act (each, an
"indemnitee"), free and harmless from and against any and all liabilities and
expenses, including costs of investigation or defense (including reasonable
counsel fees) incurred by such indemnitee, but only to the extent that such
liability or expense shall arise out of or be based upon any untrue or alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor of the Company expressly for use in a Prospectus or
any alleged omission to state a material fact in connection with such
information required to be stated therein or necessary to make such information
not misleading or arising by reason of disabling conduct by such indemnitee or
any person selling Shares pursuant to an agreement with the Distributor.
The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such indemnification
and if the directors of the Company determine that the facts then known to them
would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a security for his
undertaking, (B) the Company shall be insured against losses arising by reason
of any lawful advances, or (C) a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.
11. This Agreement shall become effective on the date first
set forth above and shall remain in effect for up to two years from such date
(one year in the case of Section 9 and thereafter from year to year provided
such continuance is specifically approved at least annually prior to each
anniversary of such date by (a) Director Approval or by vote at a meeting of
shareholders of the Fund of the lesser of (i) 67 per cent of the Shares present
or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b)
by Disinterested Director Approval.
12. This Agreement may be terminated (a) by the Distributor at
any time without penalty by giving sixty (60) days' written notice to the
Company which notice may be waived by the Company; or (b) by the Company at any
time without penalty upon sixty (60) days' written notice to the Distributor
(which notice may be waived by the Distributor); provided, however, that any
such termination by the Company shall be directed or approved in the same manner
as required for continuance of this Agreement by Section 11(a) (or, in the case
of termination of Section 9, by Section 11(b)).
13. This Agreement may not be amended or changed except in
writing signed by each of the parties hereto and approved in the same manner as
provided for continuance of this Agreement in Section 11(a) (or, in the case of
amendment of Section 9, by Section 11(b)). Any such amendment or change shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon assignment (as such term is defined in
the 1940 Act and the rules thereunder).
14. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be performed entirely
therein and in accordance with applicable provisions of the 1940 Act.
15. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
GABELLI GLOBAL SERIES FUNDS, INC.
By: /s/ BRUCE N. ALPERT
Name: Bruce N. Alpert
Title: Vice President
GABELLI & COMPANY, INC.
By:/s/ Stephen G. Bondi
Name:Stephen G. Bondi
Title:Vice President of Finance
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR
THE GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated February
28th, 2000, between Gabelli Global Series Funds, Inc., a Maryland corporation
(the "Company"), and Gabelli & Company, Inc., a New York corporation (the
"Distributor"). The Company is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of
shares (the "Shares") of The Gabelli Global Convertible Securities Fund, (the
"Fund"), par value $.001 per share (the "Shares"), have been registered under
the Securities Act of 1933 (the "1933 Act") to be offered for sale to the public
in a continuous public offering in accordance with terms and conditions set
forth in the Prospectus and Statement of Additional Information (the
"Prospectus")of the Fund included in the Company's Registration Statement on
Form N-1A as such documents may be amended from time to time.
In this connection, the Company desires that the Distributor
act as its exclusive sales agent and distributor for the sale and distribution
of Shares. The Distributor has advised the Company that it is willing to act in
such capacities, and it is accordingly agreed between them as follows:
1. The Company hereby appoints the Distributor as exclusive
sales agent and distributor for the sale and distribution of Shares pursuant to
the aforesaid continuous public offering of Shares, and the Company further
agrees from and after the commencement of such continuous public offering that
it will not, without the Distributor's consent, sell or agree to sell any Shares
otherwise than through the Distributor, except the Company may issue Shares in
connection with a merger, consolidation or acquisition of assets on such basis
as may be authorized or permitted under the 1940 Act.
2. The Distributor hereby accepts such appointment and agrees
to use its best efforts to sell such Shares; provided, however, that when
requested by the Fund at any time for any reason the Distributor will suspend
such efforts. The Company may also withdraw the offering of Shares at any time
when required by the provisions of any statute, order, rule or regulation of any
governmental body having jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion of the Shares of the
Fund. The Fund acknowledges that the Distributor will enter into sales or
servicing agreements with registered securities brokers and banks and into
servicing agreements with financial institutions and other industry
professionals, such as investment advisers, accountants and estate planning
firms. In entering into such agreements, the Distributor shall act only on its
own behalf as principal underwriter and distributor. The Distributor shall not
be responsible for making any distribution plan or service fee payments pursuant
to any plans the Fund may adopt or agreements it may enter into.
3. The Distributor represents that it is a member in good
standing of the National Association of Dealers, Inc. and agrees that it will
use all reasonable efforts to maintain such status and to abide by the Rules of
Fair Practice, the Constitution and the Bylaws of the National Association of
Securities Dealers, Inc., and all other rules and regulations that are now or
may become applicable to its performance hereunder. The Distributor will
undertake and discharge its obligations hereunder as an independent contractor
and it shall have no authority or power to obligate or bind the Company by its
actions, conduct or contracts except that it is authorized to accept orders for
the purchase or repurchase of Shares as the Company's agent and subject to its
approval. The Company reserves the right to reject any order in whole or in
part. The Distributor may appoint sub-agents or distribute through dealers or
otherwise as it may determine from time to time pursuant to agreements approved
by the Company, but this Agreement shall not be construed as authorizing any
dealer or other person to accept orders for sale or repurchase of Shares on
behalf of the Company or otherwise act as the Company's agent for any purpose.
The Distributor shall not utilize any materials in connection with the sale or
offering of Shares except the then current Prospectus and such other materials
as the Company shall provide or approve in writing.
4. Shares may be sold by the Distributor only at prices and
terms described in the then current Prospectus relating to the Shares and may be
sold either through persons with whom it has selling agreements in a form
approved by the Company's Board of Directors or directly to prospective
purchasers. To facilitate sales, the Company will furnish the Distributor with
the net asset value of its Shares promptly after each calculation thereof.
5. The Company has delivered to the Distributor a copy of the
current Prospectus for the Fund. It agrees that it will use its best efforts to
continue the effectiveness of its Registration Statement filed under the 1933
Act and the 1940 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with such Acts. The Company will furnish
the Distributor at the Distributor's expense with a reasonable number of copies
of the Prospectus and any amended Prospectus for use in connection with the sale
of Shares.
6. At the Distributor's request, the Company will take such
steps at its own expense as may be necessary and feasible to qualify Shares for
sale in states, territories or dependencies of the United States of America and
in the District of Columbia in accordance with the laws thereof, and to renew or
extend any such qualification; provided, however, that the Company shall not be
required to qualify Shares or to maintain the qualification of Shares in any
state, territory, dependency or district where it shall deem such qualification
disadvantageous to the Fund.
7. The Distributor agrees that:
(a) It will furnish to the Company any pertinent information
required to be inserted with respect to the Distributor as exclusive
sales agent and distributor within the purview of Federal and state
securities laws in any reports or registrations required to be filed
with any government authority;
(b) It will not make any representations inconsistent with the
information contained in the Registration Statement or Prospectus filed
under the Securities Act of 1933, as in effect from time to time;
(c) It will not use or distribute or authorize the use or
distribution of any statements other than those contained in the Fund's
then current Prospectus or in such supplemental literature or
advertising as may be authorized in writing by the Company; and
(d) Subject to Paragraph 9 below, the Distributor will bear
the costs and expenses of printing and distributing any copies of any
prospectuses and annual and interim reports of the Fund (after such
items have been prepared and set in type) which are used in connection
with the offering of Shares, and the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor
or furnished by the Distributor for use in connection with the offering
of the Shares and the costs and expenses incurred by the Distributor in
advertising, promoting and selling Shares of the Fund to the public.
The Fund has adopted a separate plan of distribution (collectively, the
"Plan") pursuant to the provisions of rule 12b-1 of the 1940 Act on
behalf of its Class A, Class B, Class C and Class AAA shares,
respectively, each of which provides for the payment of administrative
and sales related expenses in connection with the distribution of Fund
shares and the Distributor agrees to take no action inconsistent with
said Plan.
8. The Company will pay its legal and auditing expenses and
the cost of composition of any prospectuses of annual or interim reports of the
Fund.
9. The Company will pay the Distributor for costs and expenses
incurred by the Distributor in connection with distribution of Shares by the
Distributor in accordance with the terms of a Plan of Distribution (the "Plan")
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act as such Plan may
be in effect from time to time; provided, however, that no payments shall be due
or paid to the Distributor hereunder unless and until this Agreement shall have
been approved by Director Approval and Disinterested Director Approval (as such
terms are defined in such Plan). The Company reserves the right to modify or
terminate such Plan at any time as specified in the Plan and Rule 12b-1, and
this Section 9 shall thereupon be modified or terminated to the same extent
without further action of the parties. The persons authorized to direct the
payment of funds pursuant to this Agreement and the Plan shall provide to the
Company's Board of Directors, and the Directors shall review, at least quarterly
a written report of the amounts so paid and the purposes for which such
expenditures were made.
10. The Company agrees to indemnify, defend and hold the
Distributor, its officers, directors, employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (each,
an "indemnitee"), free and harmless from any and all liabilities and expenses,
including costs of investigation or defense (including reasonable counsel fees)
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
indemnitee may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while the Distributor was active in
such capacity or by reason of the Distributor having acted in any such capacity
or arising out of or based upon any untrue statement of a material fact
contained in the then-current Prospectus relating to the Shares or arising out
of or based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information furnished
in writing by the Distributor to the Company expressly for use in any such
Prospectus; provided, however, that (1) no indemnitee shall be indemnified
hereunder against any liability to the Company or the shareholders of the Fund
or any expense of such indemnitee with respect to any matter as to which such
indemnitee shall have been adjudicated not to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company or
arising by reason of such indemnitee's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"), or (2)
as to any matter disposed of by settlement or a compromise payment by such
indemnitee, no indemnification shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee. Notwithstanding the
foregoing the Company shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Company cannot
lawfully waive.
The Distributor agrees to indemnify, defend and hold the
Company, its Directors, officers, employees and agents and any person who
controls the Company within the meaning of Section 15 of the 1933 Act (each, an
"indemnitee"), free and harmless from and against any and all liabilities and
expenses, including costs of investigation or defense (including reasonable
counsel fees) incurred by such indemnitee, but only to the extent that such
liability or expense shall arise out of or be based upon any untrue or alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor of the Company expressly for use in a Prospectus or
any alleged omission to state a material fact in connection with such
information required to be stated therein or necessary to make such information
not misleading or arising by reason of disabling conduct by such indemnitee or
any person selling Shares pursuant to an agreement with the Distributor.
The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such indemnification
and if the directors of the Company determine that the facts then known to them
would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a security for his
undertaking, (B) the Company shall be insured against losses arising by reason
of any lawful advances, or (C) a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.
11. This Agreement shall become effective on the date first
set forth above and shall remain in effect for up to two years from such date
(one year in the case of Section 9 and thereafter from year to year provided
such continuance is specifically approved at least annually prior to each
anniversary of such date by (a) Director Approval or by vote at a meeting of
shareholders of the Fund of the lesser of (i) 67 per cent of the Shares present
or represented by proxy and (ii) 50 per cent of the outstanding Shares and (b)
by Disinterested Director Approval.
12. This Agreement may be terminated (a) by the Distributor at
any time without penalty by giving sixty (60) days' written notice to the
Company which notice may be waived by the Company; or (b) by the Company at any
time without penalty upon sixty (60) days' written notice to the Distributor
(which notice may be waived by the Distributor); provided, however, that any
such termination by the Company shall be directed or approved in the same manner
as required for continuance of this Agreement by Section 11(a) (or, in the case
of termination of Section 9, by Section 11(b)).
13. This Agreement may not be amended or changed except in
writing signed by each of the parties hereto and approved in the same manner as
provided for continuance of this Agreement in Section 11(a) (or, in the case of
amendment of Section 9, by Section 11(b)). Any such amendment or change shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon assignment (as such term is defined in
the 1940 Act and the rules thereunder).
14. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be performed entirely
therein and in accordance with applicable provisions of the 1940 Act.
15. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
GABELLI GLOBAL SERIES FUNDS, INC.
By: /s/ BRUCE N. ALPERT
Name: Bruce N. Alpert
Title: Vice President
GABELLI & COMPANY, INC.
By:/s/ Stephen G. Bondi
Name:Stephen G. Bondi
Title:Vice President of Finance
February 28, 2000
Gabelli Global Series Funds, Inc.
One Corporate Center
Rye, New York 10580-1434
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of shares of capital stock, par value $0.001 per share, of Gabelli
Global Series Funds, Inc., a Maryland corporation (the "Fund"), on
Post-Effective Amendment No. 11 to its Registration Statement on Form N-1A
(Registration Nos. 33-66262 and 811-7896) filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"), we have examined
such corporate records, certificates and documents as we deemed necessary for
the purpose of this opinion. It is our understanding that the Stock has been
reclassified and designated in the following amounts to each of the following
sub-series of a class of shares (all of the following, the "Stock"): (a)
one-hundred million shares as The Gabelli Global Telecommunications Fund Class
AAA Stock, a sub-series of The Gabelli Global Telecommunications Fund Stock; (b)
one-hundred million shares as The Gabelli Global Opportunity Fund Class AAA
Stock, a sub-series of The Gabelli Global Opportunity Fund Stock; (c)
one-hundred million shares as The Gabelli Global Growth Fund Class AAA Stock, a
sub-series of The Gabelli Global Growth Fund Stock; (d) one-hundred million
shares as The Gabelli Global Convertible Securities Fund Class AAA Stock, a
sub-series of The Gabelli Global Convertible Securities Fund Stock; (e) fifty
million shares as The Gabelli Global Telecommunications Fund Class A Stock, a
sub-series of The Gabelli Global Telecommunications Fund Stock; (f) fifty
million shares as The Gabelli Global Opportunity Fund Class A Stock, a
sub-series of The Gabelli Global Opportunity Fund Stock; (g) fifty million
shares as The Gabelli Global Growth Fund Class A Stock, a sub-series of The
Gabelli Global Growth Fund Stock; (h) fifty million shares as The Gabelli Global
Convertible Securities Fund Class A Stock, a sub-series of The Gabelli Global
Convertible Securities Fund Stock; (i) twenty-five million shares as The Gabelli
Global Telecommunications Fund Class B Stock, a sub-series of The Gabelli Global
Telecommunications Fund Stock; (j) twenty-five million shares as The Gabelli
Global Opportunity Fund Class B Stock, a sub-series of The Gabelli Global
Opportunity Fund Stock; (k) twenty-five million shares as The Gabelli Global
Growth Fund Class B Stock, a sub-series of The Gabelli Global Growth Fund Stock;
(l) twenty-five million shares as The Gabelli Global Convertible Securities Fund
Class B Stock, a sub-series of The Gabelli Global Convertible Securities Fund
Stock; (m) twenty-five million shares as The Gabelli Global Telecommunications
Fund Class C Stock, a sub-series of The Gabelli Global Telecommunications Fund
Stock; (n) twenty-five million shares as The Gabelli Global Opportunity Fund
Class C Stock, a sub-series of The Gabelli Global Opportunity Fund Stock; (o)
twenty-five million shares as The Gabelli Global Growth Fund Class C Stock, a
sub-series of The Gabelli Global Growth Fund Stock; and (p) twenty-five million
shares as The Gabelli Global Convertible Securities Fund Class C Stock, a
sub-series of The Gabelli Global Convertible Securities Fund Stock.
Based on our examination, we advise you that in our opinion the Stock
to be offered by the Fund, when issued and sold under the circumstances
contemplated in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth in
this letter and no other opinion should be inferred beyond the matters expressly
stated.
Very truly yours,
Miles & Stockbridge P.C.
Miles & Stockbridge P.C.
CONSENT OF INDEPENDENT AUDITORS
The Gabelli Global Telecommunications Fund,
The Gabelli Global Opportunity Fund,
The Gabelli Global Growth Fund,
(formerly The Gabelli Global Interactive Couch Potato Fund)
The Gabelli Global Convertible Securities Fund,
Each a Series of Gabelli Global Series Fund, Inc.
We hereby consent to the use in the Post-Effective Amendment No. 11 to
Registration Statement No. 33-66262 on Form N-1A of our Report of Independent
Auditors dated February 11, 2000, accompanying the financial statements of The
Gabelli Global Telecommunications Fund, The Gabelli Global Opportunity Fund, The
Gabelli Global Growth Fund, (formerly The Gabelli Global Interactive Couch
Potato Fund) and The Gabelli Global Convertible Securities Fund contained in the
Registration Statement and to the reference to us under the headings "Financial
Highlights" in the Prospectus and "Independent Auditors" in the Statement of
Additional Information.
GRANT THORNTON LLP
GRANT THORNTON LLP
New York, New York
March 3, 2000
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class A Share (the "Share") of The Gabelli Global
Telecommunications Fund (the "Fund"), at a price of $10.00. The Share is the
"initial Class A Share" of the Fund. The Buyer hereby acknowledges receipt of a
purchase confirmation reflecting the purchase of the Share, and the Corporation
hereby acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class B Share (the "Share") of The Gabelli Global
Telecommunications Fund (the "Fund"), at a price of $10.00. The Share is the
"initial Class B Share" of the Fund. The Buyer hereby acknowledges receipt of a
purchase confirmation reflecting the purchase of the Share, and the Corporation
hereby acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class C Share (the "Share") of The Gabelli Global
Telecommunications Fund (the "Fund"), at a price of $10.00. The Share is the
"initial Class C Share" of the Fund. The Buyer hereby acknowledges receipt of a
purchase confirmation reflecting the purchase of the Share, and the Corporation
hereby acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class A Share (the "Share") of The Gabelli Global Growth Fund (the
"Fund"), at a price of $10.00. The Share is the "initial Class A Share" of the
Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class B Share (the "Share") of The Gabelli Global Growth Fund (the
"Fund"), at a price of $10.00. The Share is the "initial Class B Share" of the
Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class C Share (the "Share") of The Gabelli Global Growth Fund (the
"Fund"), at a price of $10.00. The Share is the "initial Class C Share" of the
Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class A Share (the "Share") of The Gabelli Global Opportunity Fund
(the "Fund"), at a price of $10.00. The Share is the "initial Class A Share" of
the Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class B Share (the "Share") of The Gabelli Global Opportunity Fund
(the "Fund"), at a price of $10.00. The Share is the "initial Class B Share" of
the Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class C Share (the "Share") of The Gabelli Global Opportunity Fund
(the "Fund"), at a price of $10.00. The Share is the "initial Class C Share" of
the Fund. The Buyer hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Share, and the Corporation hereby acknowledges
receipt from the Buyer of funds in the amount of $10 in full payment for the
Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class A Share (the "Share") of The Gabelli Global Convertible
Securities Fund (the "Fund"), at a price of $10.00. The Share is the "initial
Class A Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Corporation hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class B Share (the "Share") of The Gabelli Global Convertible
Securities Fund (the "Fund"), at a price of $10.00. The Share is the "initial
Class B Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Corporation hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
PURCHASE AGREEMENT
Gabelli Global Series Funds, Inc. (the "Corporation"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
1. The Corporation hereby offers the Buyer and the Buyer hereby
purchases one Class C Share (the "Share") of The Gabelli Global Convertible
Securities Fund (the "Fund"), at a price of $10.00. The Share is the "initial
Class C Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Corporation hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
2. The Buyer represents and warrants to the Corporation that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
3. This Agreement has been executed on behalf of the Corporation by the
undersigned officer of the Corporation in his or her capacity as an officer of
the Fund.
4. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 28th day of February, 2000.
Attest: GABELLI GLOBAL SERIES FUNDS, INC.
/s/ JAMES E. MCKEE By: /s/ BRUCE N.ALPERT
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ JAMES E. MCKEE By: /s/ STEPHEN G. BONDI
James E. McKee Stephen G. Bondi
Secretary President
AMENDED AND RESTATED RULE 18f-3
MULTI-CLASS PLAN
FOR
THE GABELLI GLOBAL TELECOMMUNICATIONS FUND
SERIES OF GABELLI GLOBAL SERIES FUNDS, INC.
This Amended and Restated Multi-Class Plan (this "Multi-Class
Plan") is adopted pursuant to Rule 18f-3 under the Act to provide for the
issuance and distribution of multiple classes of shares in relation to The
Gabelli Global Telecommunications Fund, consisting of a separate class of the
capital stock of the Gabelli Global Series Funds, Inc. (the "Corporation"), in
accordance with the terms, procedures and conditions set forth below. A majority
of the Directors of the Corporation, including a majority of the Directors who
are not interested persons of the Corporation within the meaning of the Act,
have found this Multi-Class Plan, including the expense allocations, to be in
the best interest of the Corporation and each Class of Shares constituting the
Fund.
A. Definitions. As used herein, the terms set forth below shall have the
meanings ascribed to them below.
1. The Act - the Investment Company Act of 1940, as amended, and the
rules and regulations promulgated thereunder.
2. CDSC - contingent deferred sales charge.
3. CDSC Period - the period of time following acquisition during which
Shares are assessed a CDSC upon redemption.
4. Class - a sub-series of Shares of the Fund.
5. Class A Shares - shall have the meaning ascribed in Section B.1.
6. Class B Shares - shall have the meaning ascribed in Section B.1.
7. Class C Shares - shall have the meaning ascribed in Section B.1.
8. Class AAA Shares - shall have the meaning ascribed in Section B.1.
9. Distribution Expenses - expenses, including allocable overhead costs,
imputed interest, any other expenses and any element of profit
referred to in a Plan of Distribution and/or board resolutions,
incurred in activities which are primarily intended to result in the
distribution and sale of Shares.
10. Distribution Fee - a fee paid by the Corporation in respect of the
assets of a Class of the Fund to the Distributor pursuant to the Plan
of Distribution relating to the Class.
11. Directors - the directors of the Corporation.
12. Distributor - Gabelli & Company, Inc.
13. Fund - The Gabelli Global Telecommunications Fund.
14. IRS - Internal Revenue Service
15. NASD - National Association of Securities Dealers, Inc.
16. Plan of Distribution - any plan adopted under Rule 12b-1 under the Act
with respect to payment of a Distribution Fee.
17. Prospectus - the prospectus, including the statement of additional
information incorporated by reference therein, covering the Shares of
the referenced Class or Classes of the Fund.
18. SEC - Securities and Exchange Commission
19. Service Fee - a fee paid to financial intermediaries, including the
Distributor and its affiliates, for the ongoing provision of personal
services to shareholders of a Class and/or the maintenance of
shareholder accounts relating to a Class.
20. Share - a share in the Fund.
B. Classes. Subject to further amendment, the Corporation may offer different
Classes of Shares constituting the Fund as follows:
1. Class A Shares. Class A Shares means The Gabelli Global
Telecommunications Fund Class A Stock as designated by Articles
Supplementary adopted by the Directors. Class A Shares shall be
offered at net asset value plus a front-end sales charge set forth in
the Prospectus from time to time, which may be reduced or eliminated
in any manner not prohibited by the Act or the NASD as set forth in
the Prospectus. Class A Shares that are not subject to a front-end
sales charge as a result of the foregoing may be subject to a CDSC for
the CDSC Period set forth in Section D.1. The offering price of Class
A Shares subject to a front-end sales charge shall be computed in
accordance with the Act. Class A Shares shall be subject to ongoing
Distribution Fees or Service Fees approved from time to time by the
Directors and set forth in the Prospectus.
2. Class B Shares. Class B Shares means The Gabelli Global
Telecommunications Fund Class B Stock as designated by Articles
Supplementary adopted by the Directors. Class B Shares shall be (1)
offered at net asset value, (2) subject to a CDSC for the CDSC Period
set forth in Section D.1, (3) subject to ongoing Distribution Fees and
Service Fees approved from time to time by the Directors and set forth
in the Prospectus and (4) converted to Class A Shares on the first
business day of the ninety-seventh calendar month following the
calendar month in which such Shares were issued. For Class B Shares
previously exchanged for shares of a money market fund the investment
adviser of which is the same as or an affiliate of the investment
adviser of the Fund, the time period during which such Shares were
held in the money market fund will be excluded.
3. Class C Shares. Class C Shares means The Gabelli Global
Telecommunications Fund Class C Stock as designated by Articles
Supplementary adopted by the Directors. Class C Shares shall be (1)
offered at net asset value, (2) subject to a CDSC for the CDSC Period
set forth in Section D.1. and (3) subject to ongoing Distribution Fees
and Service Fees approved from time to time by the Directors and set
forth in the Prospectus.
4. Class AAA Shares. Class AAA Shares means The Gabelli Global
Telecommunications Fund Class AAA Stock as designated by Articles
Supplementary adopted by the Directors. Class AAA Shares shall be (1)
offered at net asset value, (2) sold without a front end sales charge
or CDSC, (3) offered only to investors acquiring Shares directly from
the Distributor or from a financial intermediary with whom the
Distributor has entered into an agreement expressly authorizing the
sale by such intermediary of Class AAA Shares and (4) subject to
ongoing Distribution Fees or Service Fees approved from time to time
by the Directors and set forth in the Prospectus.
C. Rights and Privileges of Classes. Each of the Class A Shares, Class B
Shares, Class C Shares and Class AAA Shares will represent an interest in
the same portfolio of assets and will have identical voting, dividend,
liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions except
as described otherwise in the Articles Supplementary adopted by the
Directors with respect to each of such Classes.
D. CDSC. A CDSC may be imposed upon redemption of Class A Shares, Class B
Shares and Class C Shares that do not incur a front end sales charge
subject to the following conditions:
1. CDSC Period. The CDSC Period for Class A Shares and Class C Shares
shall be twenty-four months plus any portion of the month during which
payment for such Shares was received. The CDSC Period for Class B
Shares shall be ninety-six months plus any portion of the month during
which payment for such Shares was received.
2. CDSC Rate. The CDSC rate shall be recommended by the Distributor and
approved by the Directors. If a CDSC is imposed for a period greater
than thirteen months in each succeeding twelve months of the CDSC
Period after the first twelve months (plus any initial partial month)
the CDSC rate must be less than or equal to the CDSC rate in the
preceding twelve months (plus any initial partial month).
3. Disclosure and changes. The CDSC rates and CDSC Period shall be
disclosed in the Prospectus and may be decreased at the discretion of
the Distributor but may not be increased unless approved as set forth
in Section L.
4. Method of calculation. The CDSC shall be assessed on an amount equal
to the lesser of the then current net asset value or the cost of the
Shares being redeemed. No CDSC shall be imposed on increases in the
net asset value of the Shares being redeemed above the initial
purchase price. No CDSC shall be assessed on Shares derived from
reinvestment of dividends or capital gains distributions. The order in
which Class B Shares and Class C Shares are to be redeemed when not
all of such Shares would be subject to a CDSC shall be as determined
by the Distributor in accordance with the provisions of Rule 6c-10
under the Act.
5. Waiver. The Distributor may in its discretion waive a CDSC otherwise
due upon the redemption of Shares of any Class under circumstances
previously approved by the Directors and disclosed in the Prospectus
and as allowed under Rule 6c-10 under the Act.
6. Calculation of offering price. The offering price of Shares of any
Class subject to a CDSC shall be computed in accordance with Rule
22c-1 under the Act and Section 22(d) of the Act and the rules and
regulations thereunder.
7. Retention by Distributor. The CDSC paid with respect to Shares of any
Class may be retained by the Distributor to reimburse the Distributor
for commissions paid by it in connection with the sale of Shares
subject to a CDSC and for Distribution Expenses.
E. Service and Distribution Fees. Class A Shares and Class AAA Shares shall be
subject to ongoing Distribution Fees or Service Fees not in excess of 0.25%
per annum of the average daily net assets of the relevant Class. Class B
Shares and Class C Shares shall be subject to a Distribution Fee not in
excess of 0.75% per annum of the average daily net assets of the Class and
a Service Fee not in excess of 0.25% of the average daily net assets of the
Class. All other terms and conditions with respect to Service Fees and
Distribution Fees shall be governed by the plans adopted by the Fund with
respect to such fees and Rule 12b-1 of the Act.
F. Conversion. Shares acquired through the reinvestment of dividends and
capital gain distributions paid on Shares of a Class subject to conversion
shall be treated as if held in a separate sub-account. Each time any Shares
of a Class in a shareholder's account (other than Shares held in the
sub-account) convert to Class A Shares, a proportionate number of Shares
held in the sub-account shall also convert to Class A Shares. All
conversions shall be effected on the basis of the relative net asset values
of the two Classes without the imposition of any sales load or other
charge. So long as any Class of Shares converts into Class A Shares, the
Distributor shall waive or reimburse the Fund, or take such other actions
with the approval of the Directors as may be reasonably necessary to ensure
that, the expenses, including payments authorized under a Plan of
Distribution, applicable to the Class A Shares are not higher than the
expenses, including payments authorized under a Plan of Distribution,
applicable to the Class of Shares that converts into Class A Shares. Shares
acquired through an exchange privilege will convert to Class A Shares after
expiration of the conversion period applicable to such Shares. The
continuation of the conversion feature is subject to continued compliance
with the rules and regulations of the SEC, the NASD and the IRS.
G. Allocation of Liabilities, Expenses, Income and Gains Among Classes.
1. Liabilities and Expenses applicable to a particular Class. Each Class
shall pay any Distribution Fee and Service Fee applicable to that
Class. Other expenses applicable to any of the foregoing Classes such
as incremental transfer agency fees, but not including advisory or
custodial fees or other expenses related to the management of the
Fund's assets, shall be allocated among such Classes in different
amounts in accordance with the terms of each such Class if they are
actually incurred in different amounts by such Classes or if such
Classes receive services of a different kind or to a different degree
than other Classes.
2. Income, losses, capital gains and losses, and liabilities and other
expenses applicable to all Classes. Income, losses, realized and
unrealized capital gains and losses, and any liabilities and expenses
not applicable to any particular Class shall be allocated to each
Class on the basis of the net asset value of that Class in relation to
the net asset value of the Fund.
3. Determination of nature of items. The Directors shall determine in
their sole discretion whether any liability, expense, income, gains or
loss other than those listed herein is properly treated as attributed
in whole or in part to a particular Class or all Classes.
H. Exchange Privilege. Holders of Class A Shares, Class B Shares, Class C
Shares and Class AAA Shares shall have such exchange privileges as are set
forth in the Prospectus for such Class. Exchange privileges may vary among
Classes and among holders of a Class.
I. Voting Rights of Classes.
1. Shareholders of each Class shall have exclusive voting rights on any
matter submitted to them that relates solely to that Class, provided
that:
a. If any amendment is proposed to the Plan of Distribution under
which Distribution Fees or Service Fees are paid with respect to
Class A Shares of the Fund that would increase materially the
amount to be borne by Class A Shares under such Plan of
Distribution, then no Class B Shares shall convert into Class A
Shares of the Fund until the holders of Class B Shares of the
Fund have also approved the proposed amendment.
b. If the holders of either the Class B Shares referred to in
subparagraph a. do not approve the proposed amendment, the
Directors and the Distributor shall take such action as is
necessary to ensure that the Class voting against the amendment
shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the amendment.
2. Shareholders of a Class shall have separate voting rights on any
matter submitted to shareholders with respect to which the interest of
one Class differs from the interests of any other Class, provided
that:
a. If the holders of Class A Shares approve any increase in expenses
allocated to the Class A Shares, then no Class B Shares shall
convert into Class A Shares of the Fund until the holders of
Class B Shares of the Fund have also approved such expense
increase.
b. If the holders of Class B Shares referred to in subparagraph a.
do not approve such increase, the Directors and the Distributor
shall take such action as is necessary to ensure that the Class B
Shares shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the expense increase.
J. Dividends and Distributions. Dividends and capital gain distributions paid
by the Fund with respect to each Class, to the extent any such dividends
and distributions are paid, will be calculated in the same manner and at
the same time on the same day and will be, after taking into account any
differentiation in expenses allocable to a particular Class, in
substantially the same proportion on a relative net asset value basis.
K. Reports to Directors. The Distributor shall provide the Directors such
information as the Directors may from time to time deem to be reasonably
necessary to evaluate this Plan.
L. Amendment. Any material amendment to this Multi-Class Plan shall be
approved by the affirmative vote of a majority (as defined in the Act) of
the Directors of the Fund, including the affirmative vote of the Directors
of the Fund who are not interested persons of the Fund, except that any
amendment that increases the CDSC rate schedule or CDSC Period must also be
approved by the affirmative vote of a majority of the Shares of the
affected Class. Except as so provided, no amendment to this Multi-Class
Plan shall be required to be approved by the shareholders of any Class of
the Shares constituting the Fund. The Distributor shall provide the
Directors such information as may be reasonably necessary to evaluate any
amendment to this Multi-Class Plan.
AMENDED AND RESTATED RULE 18f-3
MULTI-CLASS PLAN
FOR
THE GABELLI GLOBAL GROWTH FUND
SERIES OF GABELLI GLOBAL SERIES FUNDS, INC.
This Amended and Restated Multi-Class Plan (this "Multi-Class
Plan") is adopted pursuant to Rule 18f-3 under the Act to provide for the
issuance and distribution of multiple classes of shares in relation to The
Gabelli Global Growth Fund, consisting of a separate class of the capital stock
of the Gabelli Global Series Funds, Inc. (the "Corporation"), in accordance with
the terms, procedures and conditions set forth below. A majority of the
Directors of the Corporation, including a majority of the Directors who are not
interested persons of the Corporation within the meaning of the Act, have found
this Multi-Class Plan, including the expense allocations, to be in the best
interest of the Corporation and each Class of Shares constituting the Fund.
A. Definitions. As used herein, the terms set forth below shall have the
meanings ascribed to them below.
1. The Act - the Investment Company Act of 1940, as amended, and the
rules and regulations promulgated thereunder.
2. CDSC - contingent deferred sales charge.
3. CDSC Period - the period of time following acquisition during which
Shares are assessed a CDSC upon redemption.
4. Class - a sub-series of Shares of the Fund.
5. Class A Shares - shall have the meaning ascribed in Section B.1.
6. Class B Shares - shall have the meaning ascribed in Section B.1.
7. Class C Shares - shall have the meaning ascribed in Section B.1.
8. Class AAA Shares - shall have the meaning ascribed in Section B.1.
9. Distribution Expenses - expenses, including allocable overhead costs,
imputed interest, any other expenses and any element of profit
referred to in a Plan of Distribution and/or board resolutions,
incurred in activities which are primarily intended to result in the
distribution and sale of Shares.
10. Distribution Fee - a fee paid by the Corporation in respect of the
assets of a Class of the Fund to the Distributor pursuant to the Plan
of Distribution relating to the Class.
11. Directors - the directors of the Corporation.
12. Distributor - Gabelli & Company, Inc.
13. Fund - The Gabelli Global Growth Fund.
14. IRS - Internal Revenue Service
15. NASD - National Association of Securities Dealers, Inc.
16. Plan of Distribution - any plan adopted under Rule 12b-1 under the Act
with respect to payment of a Distribution Fee.
17. Prospectus - the prospectus, including the statement of additional
information incorporated by reference therein, covering the Shares of
the referenced Class or Classes of the Fund.
18. SEC - Securities and Exchange Commission
19. Service Fee - a fee paid to financial intermediaries, including the
Distributor and its affiliates, for the ongoing provision of personal
services to shareholders of a Class and/or the maintenance of
shareholder accounts relating to a Class.
20. Share - a share in the Fund.
B. Classes. Subject to further amendment, the Corporation may offer different
Classes of Shares constituting the Fund as follows:
1. Class A Shares. Class A Shares means The Gabelli Global Growth Fund
Class A Stock as designated by Articles Supplementary adopted by the
Directors. Class A Shares shall be offered at net asset value plus a
front-end sales charge set forth in the Prospectus from time to time,
which may be reduced or eliminated in any manner not prohibited by the
Act or the NASD as set forth in the Prospectus. Class A Shares that
are not subject to a front-end sales charge as a result of the
foregoing may be subject to a CDSC for the CDSC Period set forth in
Section D.1. The offering price of Class A Shares subject to a
front-end sales charge shall be computed in accordance with the Act.
Class A Shares shall be subject to ongoing Distribution Fees or
Service Fees approved from time to time by the Directors and set forth
in the Prospectus.
2. Class B Shares. Class B Shares means The Gabelli Global Growth Fund
Class B Stock as designated by Articles Supplementary adopted by the
Directors. Class B Shares shall be (1) offered at net asset value, (2)
subject to a CDSC for the CDSC Period set forth in Section D.1, (3)
subject to ongoing Distribution Fees and Service Fees approved from
time to time by the Directors and set forth in the Prospectus and (4)
converted to Class A Shares on the first business day of the
ninety-seventh calendar month following the calendar month in which
such Shares were issued. For Class B Shares previously exchanged for
shares of a money market fund the investment adviser of which is the
same as or an affiliate of the investment adviser of the Fund, the
time period during which such Shares were held in the money market
fund will be excluded.
3. Class C Shares. Class C Shares means The Gabelli Global Growth Fund
Class C Stock as designated by Articles Supplementary adopted by the
Directors. Class C Shares shall be (1) offered at net asset value, (2)
subject to a CDSC for the CDSC Period set forth in Section D.1. and
(3) subject to ongoing Distribution Fees and Service Fees approved
from time to time by the Directors and set forth in the Prospectus.
4. Class AAA Shares. Class AAA Shares means The Gabelli Global Growth
Fund Class AAA Stock as designated by Articles Supplementary adopted
by the Directors. Class AAA Shares shall be (1) offered at net asset
value, (2) sold without a front end sales charge or CDSC, (3) offered
only to investors acquiring Shares directly from the Distributor or
from a financial intermediary with whom the Distributor has entered
into an agreement expressly authorizing the sale by such intermediary
of Class AAA Shares and (4) subject to ongoing Distribution Fees or
Service Fees approved from time to time by the Directors and set forth
in the Prospectus.
C. Rights and Privileges of Classes. Each of the Class A Shares, Class B
Shares, Class C Shares and Class AAA Shares will represent an interest in
the same portfolio of assets and will have identical voting, dividend,
liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions except
as described otherwise in the Articles Supplementary adopted by the
Directors with respect to each of such Classes.
D. CDSC. A CDSC may be imposed upon redemption of Class A Shares, Class B
Shares and Class C Shares that do not incur a front end sales charge
subject to the following conditions:
1. CDSC Period. The CDSC Period for Class A Shares and Class C Shares
shall be twenty-four months plus any portion of the month during which
payment for such Shares was received. The CDSC Period for Class B
Shares shall be ninety-six months plus any portion of the month during
which payment for such Shares was received.
2. CDSC Rate. The CDSC rate shall be recommended by the Distributor and
approved by the Directors. If a CDSC is imposed for a period greater
than thirteen months in each succeeding twelve months of the CDSC
Period after the first twelve months (plus any initial partial month)
the CDSC rate must be less than or equal to the CDSC rate in the
preceding twelve months (plus any initial partial month).
3. Disclosure and changes. The CDSC rates and CDSC Period shall be
disclosed in the Prospectus and may be decreased at the discretion of
the Distributor but may not be increased unless approved as set forth
in Section L.
4. Method of calculation. The CDSC shall be assessed on an amount equal
to the lesser of the then current net asset value or the cost of the
Shares being redeemed. No CDSC shall be imposed on increases in the
net asset value of the Shares being redeemed above the initial
purchase price. No CDSC shall be assessed on Shares derived from
reinvestment of dividends or capital gains distributions. The order in
which Class B Shares and Class C Shares are to be redeemed when not
all of such Shares would be subject to a CDSC shall be as determined
by the Distributor in accordance with the provisions of Rule 6c-10
under the Act.
5. Waiver. The Distributor may in its discretion waive a CDSC otherwise
due upon the redemption of Shares of any Class under circumstances
previously approved by the Directors and disclosed in the Prospectus
and as allowed under Rule 6c-10 under the Act.
6. Calculation of offering price. The offering price of Shares of any
Class subject to a CDSC shall be computed in accordance with Rule
22c-1 under the Act and Section 22(d) of the Act and the rules and
regulations thereunder.
7. Retention by Distributor. The CDSC paid with respect to Shares of any
Class may be retained by the Distributor to reimburse the Distributor
for commissions paid by it in connection with the sale of Shares
subject to a CDSC and for Distribution Expenses.
E. Service and Distribution Fees. Class A Shares and Class AAA Shares shall be
subject to ongoing Distribution Fees or Service Fees not in excess of 0.25%
per annum of the average daily net assets of the relevant Class. Class B
Shares and Class C Shares shall be subject to a Distribution Fee not in
excess of 0.75% per annum of the average daily net assets of the Class and
a Service Fee not in excess of 0.25% of the average daily net assets of the
Class. All other terms and conditions with respect to Service Fees and
Distribution Fees shall be governed by the plans adopted by the Fund with
respect to such fees and Rule 12b-1 of the Act.
F. Conversion. Shares acquired through the reinvestment of dividends and
capital gain distributions paid on Shares of a Class subject to conversion
shall be treated as if held in a separate sub-account. Each time any Shares
of a Class in a shareholder's account (other than Shares held in the
sub-account) convert to Class A Shares, a proportionate number of Shares
held in the sub-account shall also convert to Class A Shares. All
conversions shall be effected on the basis of the relative net asset values
of the two Classes without the imposition of any sales load or other
charge. So long as any Class of Shares converts into Class A Shares, the
Distributor shall waive or reimburse the Fund, or take such other actions
with the approval of the Directors as may be reasonably necessary to ensure
that, the expenses, including payments authorized under a Plan of
Distribution, applicable to the Class A Shares are not higher than the
expenses, including payments authorized under a Plan of Distribution,
applicable to the Class of Shares that converts into Class A Shares. Shares
acquired through an exchange privilege will convert to Class A Shares after
expiration of the conversion period applicable to such Shares. The
continuation of the conversion feature is subject to continued compliance
with the rules and regulations of the SEC, the NASD and the IRS.
G. Allocation of Liabilities, Expenses, Income and Gains Among Classes.
1. Liabilities and Expenses applicable to a particular Class. Each Class
shall pay any Distribution Fee and Service Fee applicable to that
Class. Other expenses applicable to any of the foregoing Classes such
as incremental transfer agency fees, but not including advisory or
custodial fees or other expenses related to the management of the
Fund's assets, shall be allocated among such Classes in different
amounts in accordance with the terms of each such Class if they are
actually incurred in different amounts by such Classes or if such
Classes receive services of a different kind or to a different degree
than other Classes.
2. Income, losses, capital gains and losses, and liabilities and other
expenses applicable to all Classes. Income, losses, realized and
unrealized capital gains and losses, and any liabilities and expenses
not applicable to any particular Class shall be allocated to each
Class on the basis of the net asset value of that Class in relation to
the net asset value of the Fund.
3. Determination of nature of items. The Directors shall determine in
their sole discretion whether any liability, expense, income, gains or
loss other than those listed herein is properly treated as attributed
in whole or in part to a particular Class or all Classes.
H. Exchange Privilege. Holders of Class A Shares, Class B Shares, Class C
Shares and Class AAA Shares shall have such exchange privileges as are set
forth in the Prospectus for such Class. Exchange privileges may vary among
Classes and among holders of a Class.
I. Voting Rights of Classes.
1. Shareholders of each Class shall have exclusive voting rights on any
matter submitted to them that relates solely to that Class, provided
that:
a. If any amendment is proposed to the Plan of Distribution under
which Distribution Fees or Service Fees are paid with respect to
Class A Shares of the Fund that would increase materially the
amount to be borne by Class A Shares under such Plan of
Distribution, then no Class B Shares shall convert into Class A
Shares of the Fund until the holders of Class B Shares of the
Fund have also approved the proposed amendment.
b. If the holders of either the Class B Shares referred to in
subparagraph a. do not approve the proposed amendment, the
Directors and the Distributor shall take such action as is
necessary to ensure that the Class voting against the amendment
shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the amendment.
2. Shareholders of a Class shall have separate voting rights on any
matter submitted to shareholders with respect to which the interest of
one Class differs from the interests of any other Class, provided
that:
a. If the holders of Class A Shares approve any increase in expenses
allocated to the Class A Shares, then no Class B Shares shall
convert into Class A Shares of the Fund until the holders of
Class B Shares of the Fund have also approved such expense
increase.
b. If the holders of Class B Shares referred to in subparagraph a.
do not approve such increase, the Directors and the Distributor
shall take such action as is necessary to ensure that the Class B
Shares shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the expense increase.
J. Dividends and Distributions. Dividends and capital gain distributions paid
by the Fund with respect to each Class, to the extent any such dividends
and distributions are paid, will be calculated in the same manner and at
the same time on the same day and will be, after taking into account any
differentiation in expenses allocable to a particular Class, in
substantially the same proportion on a relative net asset value basis.
K. Reports to Directors. The Distributor shall provide the Directors such
information as the Directors may from time to time deem to be reasonably
necessary to evaluate this Plan.
L. Amendment. Any material amendment to this Multi-Class Plan shall be
approved by the affirmative vote of a majority (as defined in the Act) of
the Directors of the Fund, including the affirmative vote of the Directors
of the Fund who are not interested persons of the Fund, except that any
amendment that increases the CDSC rate schedule or CDSC Period must also be
approved by the affirmative vote of a majority of the Shares of the
affected Class. Except as so provided, no amendment to this Multi-Class
Plan shall be required to be approved by the shareholders of any Class of
the Shares constituting the Fund. The Distributor shall provide the
Directors such information as may be reasonably necessary to evaluate any
amendment to this Multi-Class Plan.
AMENDED AND RESTATED RULE 18f-3
MULTI-CLASS PLAN
FOR
THE GABELLI GLOBAL OPPORTUNITY FUND
SERIES OF GABELLI GLOBAL SERIES FUNDS, INC.
This Amended and Restated Multi-Class Plan (this "Multi-Class
Plan") is adopted pursuant to Rule 18f-3 under the Act to provide for the
issuance and distribution of multiple classes of shares in relation to The
Gabelli Global Opportunity Fund, consisting of a separate class of the capital
stock of the Gabelli Global Series Funds, Inc. (the "Corporation"), in
accordance with the terms, procedures and conditions set forth below. A majority
of the Directors of the Corporation, including a majority of the Directors who
are not interested persons of the Corporation within the meaning of the Act,
have found this Multi-Class Plan, including the expense allocations, to be in
the best interest of the Corporation and each Class of Shares constituting the
Fund.
37. Definitions. As used herein, the terms set forth below shall
have the meanings ascribed to them below.
1. The Act - the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder.
2. CDSC - contingent deferred sales charge.
3. CDSC Period - the period of time following acquisition
during which Shares are assessed a CDSC upon redemption.
4. Class - a sub-series of Shares of the Fund.
5. Class A Shares - shall have the meaning ascribed in Section B.1.
6. Class B Shares - shall have the meaning ascribed in Section B.1.
7. Class C Shares - shall have the meaning ascribed in Section B.1.
8. Class AAA Shares - shall have the meaning ascribed in Section B.1.
9. Distribution Expenses - expenses, including allocable
overhead costs, imputed interest, any other expenses and
any element of profit referred to in a Plan of
Distribution and/or board resolutions, incurred in
activities which are primarily intended to result in the
distribution and sale of Shares.
10. Distribution Fee - a fee paid by the Corporation in
respect of the assets of a Class of the Fund to the
Distributor pursuant to the Plan of Distribution relating
to the Class.
11. Directors - the directors of the Corporation.
- --------- ---------
12. Distributor - Gabelli & Company, Inc.
13. Fund - The Gabelli Global Opportunity Fund.
14. IRS - Internal Revenue Service
15. NASD - National Association of Securities Dealers, Inc.
16. Plan of Distribution - any plan adopted under Rule 12b-1
under the Act with respect to payment of a Distribution
Fee.
17. Prospectus - the prospectus, including the statement of
additional information incorporated by reference therein,
covering the Shares of the referenced Class or Classes of
the Fund.
18. SEC - Securities and Exchange Commission
19. Service Fee - a fee paid to financial intermediaries,
including the Distributor and its affiliates, for the
ongoing provision of personal services to shareholders of
a Class and/or the maintenance of shareholder accounts
relating to a Class.
20. Share - a share in the Fund.
38. Classes. Subject to further amendment, the Corporation may offer different
Classes of Shares constituting the Fund as follows:
1. Class A Shares. Class A Shares means The Gabelli Global Opportunity Fund
Class A Stock --------- -------------- as designated by Articles Supplementary
adopted by the Directors. Class A Shares shall be offered at net asset value
plus a front-end sales charge set forth in the Prospectus from time to time,
which may be reduced or eliminated in any manner not prohibited by the Act or
the NASD as set forth in the Prospectus. Class A Shares that are not subject to
a front-end sales charge as a result of the foregoing may be subject to a CDSC
for the CDSC Period set forth in Section D.1. The offering price of Class A
Shares subject to a front-end sales charge shall be computed in accordance with
the Act. Class A Shares shall be subject to ongoing Distribution Fees or Service
Fees approved from time to time by the Directors and set forth in the
Prospectus.
2. Class B Shares. Class B Shares means The Gabelli Global Opportunity Fund
Class B Stock --------- -------------- as designated by Articles Supplementary
adopted by the Directors. Class B Shares shall be (1) offered at net asset
value, (2) subject to a CDSC for the CDSC Period set forth in Section D.1, (3)
subject to ongoing Distribution Fees and Service Fees approved from time to time
by the Directors and set forth in the Prospectus and (4) converted to Class A
Shares on the first business day of the ninety-seventh calendar month following
the calendar month in which such Shares were issued. For Class B Shares
previously exchanged for shares of a money market fund the investment adviser of
which is the same as or an affiliate of the investment adviser of the Fund, the
time period during which such Shares were held in the money market fund will be
excluded.
3. Class C Shares. Class C Shares means The Gabelli Global Opportunity Fund
Class C Stock --------- -------------- as designated by Articles Supplementary
adopted by the Directors. Class C Shares shall be (1) offered at net asset
value, (2) subject to a CDSC for the CDSC Period set forth in Section D.1. and
(3) subject to ongoing Distribution Fees and Service Fees approved from time to
time by the Directors and set forth in the Prospectus.
4. Class AAA Shares. Class AAA Shares means The Gabelli Global Opportunity Fund
Class AAA --------- ---------------- Stock as designated by Articles
Supplementary adopted by the Directors. Class AAA Shares shall be (1) offered at
net asset value, (2) sold without a front end sales charge or CDSC, (3) offered
only to investors acquiring Shares directly from the Distributor or from a
financial intermediary with whom the Distributor has entered into an agreement
expressly authorizing the sale by such intermediary of Class AAA Shares and (4)
subject to ongoing Distribution Fees or Service Fees approved from time to time
by the Directors and set forth in the Prospectus.
39. Rights and Privileges of Classes. Each of the Class A Shares,
Class B Shares, Class C Shares and Class AAA Shares will
represent an interest in the same portfolio of assets and will
have identical voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications,
designations and terms and conditions except as described
otherwise in the Articles Supplementary adopted by the Directors
with respect to each of such Classes.
40. CDSC. A CDSC may be imposed upon redemption of Class A Shares,
Class B Shares and Class C Shares that do not incur a front end
sales charge subject to the following conditions:
1. CDSC Period. The CDSC Period for Class A Shares and Class
C Shares shall be twenty-four months plus any portion of
the month during which payment for such Shares was
received. The CDSC Period for Class B Shares shall be
ninety-six months plus any portion of the month during
which payment for such Shares was received.
2. CDSC Rate. The CDSC rate shall be recommended by the
Distributor and approved by the Directors. If a CDSC is
imposed for a period greater than thirteen months in each
succeeding twelve months of the CDSC Period after the
first twelve months (plus any initial partial month) the
CDSC rate must be less than or equal to the CDSC rate in
the preceding twelve months (plus any initial partial
month).
3. Disclosure and changes. The CDSC rates and CDSC Period
shall be disclosed in the Prospectus and may be decreased
at the discretion of the Distributor but may not be
increased unless approved as set forth in Section L.
4. Method of calculation. The CDSC shall be assessed on an amount equal to the
lesser of --------- ---------------------- the then current net asset value or
the cost of the Shares being redeemed. No CDSC shall be imposed on increases in
the net asset value of the Shares being redeemed above the initial purchase
price. No CDSC shall be assessed on Shares derived from reinvestment of
dividends or capital gains distributions. The order in which Class B Shares and
Class C Shares are to be redeemed when not all of such Shares would be subject
to a CDSC shall be as determined by the Distributor in accordance with the
provisions of Rule 6c-10 under the Act.
5. Waiver. The Distributor may in its discretion waive a CDSC
otherwise due upon the redemption of Shares of any Class
under circumstances previously approved by the Directors
and disclosed in the Prospectus and as allowed under Rule
6c-10 under the Act.
6. Calculation of offering price. The offering price of
Shares of any Class subject to a CDSC shall be computed in
accordance with Rule 22c-1 under the Act and Section 22(d)
of the Act and the rules and regulations thereunder.
7. Retention by Distributor. The CDSC paid with respect to
Shares of any Class may be retained by the Distributor to
reimburse the Distributor for commissions paid by it in
connection with the sale of Shares subject to a CDSC and
for Distribution Expenses.
41. Service and Distribution Fees. Class A Shares and Class AAA Shares shall be
subject to ----------------------------------------- ongoing Distribution Fees
or Service Fees not in excess of 0.25% per annum of the average daily net assets
of the relevant Class. Class B Shares and Class C Shares shall be subject to a
Distribution Fee not in excess of 0.75% per annum of the average daily net
assets of the Class and a Service Fee not in excess of 0.25% of the average
daily net assets of the Class. All other terms and conditions with respect to
Service Fees and Distribution Fees shall be governed by the plans adopted by the
Fund with respect to such fees and Rule 12b-1 of the Act.
42. Conversion. Shares acquired through the reinvestment of dividends and
capital gain ------------------- distributions paid on Shares of a Class subject
to conversion shall be treated as if held in a separate sub-account. Each time
any Shares of a Class in a shareholder's account (other than Shares held in the
sub-account) convert to Class A Shares, a proportionate number of Shares held in
the sub-account shall also convert to Class A Shares. All conversions shall be
effected on the basis of the relative net asset values of the two Classes
without the imposition of any sales load or other charge. So long as any Class
of Shares converts into Class A Shares, the Distributor shall waive or reimburse
the Fund, or take such other actions with the approval of the Directors as may
be reasonably necessary to ensure that, the expenses, including payments
authorized under a Plan of Distribution, applicable to the Class A Shares are
not higher than the expenses, including payments authorized under a Plan of
Distribution, applicable to the Class of Shares that converts into Class A
Shares. Shares acquired through an exchange privilege will convert to Class A
Shares after expiration of the conversion period applicable to such Shares. The
continuation of the conversion feature is subject to continued compliance with
the rules and regulations of the SEC, the NASD and the IRS.
43. Allocation of Liabilities, Expenses, Income and Gains Among Classes.
1. Liabilities and Expenses applicable to a particular Class. Each Class shall
pay any --------- -------------------------------------------------------------
Distribution Fee and Service Fee applicable to that Class. Other expenses
applicable to any of the foregoing Classes such as incremental transfer agency
fees, but not including advisory or custodial fees or other expenses related to
the management of the Fund's assets, shall be allocated among such Classes in
different amounts in accordance with the terms of each such Class if they are
actually incurred in different amounts by such Classes or if such Classes
receive services of a different kind or to a different degree than other
Classes.
2. Income, losses, capital gains and losses, and liabilities
and other expenses applicable to all Classes. Income,
losses, realized and unrealized capital gains and losses,
and any liabilities and expenses not applicable to any
particular Class shall be allocated to each Class on the
basis of the net asset value of that Class in relation to
the net asset value of the Fund.
3. Determination of nature of items. The Directors shall
determine in their sole discretion whether any liability,
expense, income, gains or loss other than those listed
herein is properly treated as attributed in whole or in
part to a particular Class or all Classes.
44. Exchange Privilege. Holders of Class A Shares, Class B Shares,
Class C Shares and Class AAA Shares shall have such exchange
privileges as are set forth in the Prospectus for such Class.
Exchange privileges may vary among Classes and among holders of
a Class.
45. Voting Rights of Classes.
1. Shareholders of each Class shall have exclusive voting
rights on any matter submitted to them that relates solely
to that Class, provided that:
1. If any amendment is proposed to the Plan of Distribution under which
Distribution Fees or Service Fees are paid with respect to Class A Shares of the
Fund that would increase materially the amount to be borne by Class A Shares
under such Plan of Distribution, then no Class B Shares shall convert into Class
A Shares of the Fund until the holders of Class B Shares of the Fund have also
approved the proposed amendment.
2. If the holders of either the Class B Shares referred
to in subparagraph a. do not approve the proposed
amendment, the Directors and the Distributor shall
take such action as is necessary to ensure that the
Class voting against the amendment shall convert into
another Class identical in all material respects to
Class A Shares of the Fund as constituted prior to
the amendment.
2. Shareholders of a Class shall have separate voting rights
on any matter submitted to shareholders with respect to
which the interest of one Class differs from the interests
of any other Class, provided that:
1. If the holders of Class A Shares approve any increase
in expenses allocated to the Class A Shares, then no
Class B Shares shall convert into Class A Shares of
the Fund until the holders of Class B Shares of the
Fund have also approved such expense increase.
2. If the holders of Class B Shares referred to in
subparagraph a. do not approve such increase, the
Directors and the Distributor shall take such action
as is necessary to ensure that the Class B Shares
shall convert into another Class identical in all
material respects to Class A Shares of the Fund as
constituted prior to the expense increase.
46. Dividends and Distributions. Dividends and capital gain
distributions paid by the Fund with respect to each Class, to
the extent any such dividends and distributions are paid, will
be calculated in the same manner and at the same time on the
same day and will be, after taking into account any
differentiation in expenses allocable to a particular Class, in
substantially the same proportion on a relative net asset value
basis.
17
47. Reports to Directors. The Distributor shall provide the
Directors such information as the Directors may from time to
time deem to be reasonably necessary to evaluate this Plan.
48. Amendment. Any material amendment to this Multi-Class Plan shall be approved
by the ------------------ affirmative vote of a majority (as defined in the Act)
of the Directors of the Fund, including the affirmative vote of the Directors of
the Fund who are not interested persons of the Fund, except that any amendment
that increases the CDSC rate schedule or CDSC Period must also be approved by
the affirmative vote of a majority of the Shares of the affected Class. Except
as so provided, no amendment to this Multi-Class Plan shall be required to be
approved by the shareholders of any Class of the Shares constituting the Fund.
The Distributor shall provide the Directors such information as may be
reasonably necessary to evaluate any amendment to this Multi-Class Plan.
AMENDED AND RESTATED RULE 18f-3
MULTI-CLASS PLAN
FOR
THE GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
SERIES OF GABELLI GLOBAL SERIES FUNDS, INC.
This Amended and Restated Multi-Class Plan (this "Multi-Class
Plan") is adopted pursuant to Rule 18f-3 under the Act to provide for the
issuance and distribution of multiple classes of shares in relation to The
Gabelli Global Convertible Securities Fund, consisting of a separate class of
the capital stock of the Gabelli Global Series Funds, Inc. (the "Corporation"),
in accordance with the terms, procedures and conditions set forth below. A
majority of the Directors of the Corporation, including a majority of the
Directors who are not interested persons of the Corporation within the meaning
of the Act, have found this Multi-Class Plan, including the expense allocations,
to be in the best interest of the Corporation and each Class of Shares
constituting the Fund.
A. Definitions. As used herein, the terms set forth below shall have the
meanings ascribed to them below.
1. The Act - the Investment Company Act of 1940, as amended, and the
rules and regulations promulgated thereunder.
2. CDSC - contingent deferred sales charge.
3. CDSC Period - the period of time following acquisition during which
Shares are assessed a CDSC upon redemption.
4. Class - a sub-series of Shares of the Fund.
5. Class A Shares - shall have the meaning ascribed in Section B.1.
6. Class B Shares - shall have the meaning ascribed in Section B.1.
7. Class C Shares - shall have the meaning ascribed in Section B.1.
8. Class AAA Shares - shall have the meaning ascribed in Section B.1.
9. Distribution Expenses - expenses, including allocable overhead costs,
imputed interest, any other expenses and any element of profit
referred to in a Plan of Distribution and/or board resolutions,
incurred in activities which are primarily intended to result in the
distribution and sale of Shares.
10. Distribution Fee - a fee paid by the Corporation in respect of the
assets of a Class of the Fund to the Distributor pursuant to the Plan
of Distribution relating to the Class.
11. Directors - the directors of the Corporation.
12. Distributor - Gabelli & Company, Inc.
13. Fund - The Gabelli Global Convertible Securities Fund.
14. IRS - Internal Revenue Service
15. NASD - National Association of Securities Dealers, Inc.
16. Plan of Distribution - any plan adopted under Rule 12b-1 under the Act
with respect to payment of a Distribution Fee.
17. Prospectus - the prospectus, including the statement of additional
information incorporated by reference therein, covering the Shares of
the referenced Class or Classes of the Fund.
18. SEC - Securities and Exchange Commission
19. Service Fee - a fee paid to financial intermediaries, including the
Distributor and its affiliates, for the ongoing provision of personal
services to shareholders of a Class and/or the maintenance of
shareholder accounts relating to a Class.
20. Share - a share in the Fund.
B. Classes. Subject to further amendment, the Corporation may offer different
Classes of Shares constituting the Fund as follows:
1. Class A Shares. Class A Shares means The Gabelli Global Convertible
Securities Fund Class A Stock as designated by Articles Supplementary
adopted by the Directors. Class A Shares shall be offered at net asset
value plus a front-end sales charge set forth in the Prospectus from
time to time, which may be reduced or eliminated in any manner not
prohibited by the Act or the NASD as set forth in the Prospectus.
Class A Shares that are not subject to a front-end sales charge as a
result of the foregoing may be subject to a CDSC for the CDSC Period
set forth in Section D.1. The offering price of Class A Shares subject
to a front-end sales charge shall be computed in accordance with the
Act. Class A Shares shall be subject to ongoing Distribution Fees or
Service Fees approved from time to time by the Directors and set forth
in the Prospectus.
2. Class B Shares. Class B Shares means The Gabelli Global Convertible
Securities Fund Class B Stock as designated by Articles Supplementary
adopted by the Directors. Class B Shares shall be (1) offered at net
asset value, (2) subject to a CDSC for the CDSC Period set forth in
Section D.1, (3) subject to ongoing Distribution Fees and Service Fees
approved from time to time by the Directors and set forth in the
Prospectus and (4) converted to Class A Shares on the first business
day of the ninety-seventh calendar month following the calendar month
in which such Shares were issued. For Class B Shares previously
exchanged for shares of a money market fund the investment adviser of
which is the same as or an affiliate of the investment adviser of the
Fund, the time period during which such Shares were held in the money
market fund will be excluded.
3. Class C Shares. Class C Shares means The Gabelli Global Convertible
Securities Fund Class C Stock as designated by Articles Supplementary
adopted by the Directors. Class C Shares shall be (1) offered at net
asset value, (2) subject to a CDSC for the CDSC Period set forth in
Section D.1. and (3) subject to ongoing Distribution Fees and Service
Fees approved from time to time by the Directors and set forth in the
Prospectus.
4. Class AAA Shares. Class AAA Shares means The Gabelli Global
Convertible Securities Fund Class AAA Stock as designated by Articles
Supplementary adopted by the Directors. Class AAA Shares shall be (1)
offered at net asset value, (2) sold without a front end sales charge
or CDSC, (3) offered only to investors acquiring Shares directly from
the Distributor or from a financial intermediary with whom the
Distributor has entered into an agreement expressly authorizing the
sale by such intermediary of Class AAA Shares and (4) subject to
ongoing Distribution Fees or Service Fees approved from time to time
by the Directors and set forth in the Prospectus.
C. Rights and Privileges of Classes. Each of the Class A Shares, Class B
Shares, Class C Shares and Class AAA Shares will represent an interest in
the same portfolio of assets and will have identical voting, dividend,
liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications, designations and terms and conditions except
as described otherwise in the Articles Supplementary adopted by the
Directors with respect to each of such Classes.
D. CDSC. A CDSC may be imposed upon redemption of Class A Shares, Class B
Shares and Class C Shares that do not incur a front end sales charge
subject to the following conditions:
1. CDSC Period. The CDSC Period for Class A Shares and Class C Shares
shall be twenty-four months plus any portion of the month during which
payment for such Shares was received. The CDSC Period for Class B
Shares shall be ninety-six months plus any portion of the month during
which payment for such Shares was received.
2. CDSC Rate. The CDSC rate shall be recommended by the Distributor and
approved by the Directors. If a CDSC is imposed for a period greater
than thirteen months in each succeeding twelve months of the CDSC
Period after the first twelve months (plus any initial partial month)
the CDSC rate must be less than or equal to the CDSC rate in the
preceding twelve months (plus any initial partial month).
3. Disclosure and changes. The CDSC rates and CDSC Period shall be
disclosed in the Prospectus and may be decreased at the discretion of
the Distributor but may not be increased unless approved as set forth
in Section L.
4. Method of calculation. The CDSC shall be assessed on an amount equal
to the lesser of the then current net asset value or the cost of the
Shares being redeemed. No CDSC shall be imposed on increases in the
net asset value of the Shares being redeemed above the initial
purchase price. No CDSC shall be assessed on Shares derived from
reinvestment of dividends or capital gains distributions. The order in
which Class B Shares and Class C Shares are to be redeemed when not
all of such Shares would be subject to a CDSC shall be as determined
by the Distributor in accordance with the provisions of Rule 6c-10
under the Act.
5. Waiver. The Distributor may in its discretion waive a CDSC otherwise
due upon the redemption of Shares of any Class under circumstances
previously approved by the Directors and disclosed in the Prospectus
and as allowed under Rule 6c-10 under the Act.
6. Calculation of offering price. The offering price of Shares of any
Class subject to a CDSC shall be computed in accordance with Rule
22c-1 under the Act and Section 22(d) of the Act and the rules and
regulations thereunder.
7. Retention by Distributor. The CDSC paid with respect to Shares of any
Class may be retained by the Distributor to reimburse the Distributor
for commissions paid by it in connection with the sale of Shares
subject to a CDSC and for Distribution Expenses.
E. Service and Distribution Fees. Class A Shares and Class AAA Shares shall be
subject to ongoing Distribution Fees or Service Fees not in excess of 0.25%
per annum of the average daily net assets of the relevant Class. Class B
Shares and Class C Shares shall be subject to a Distribution Fee not in
excess of 0.75% per annum of the average daily net assets of the Class and
a Service Fee not in excess of 0.25% of the average daily net assets of the
Class. All other terms and conditions with respect to Service Fees and
Distribution Fees shall be governed by the plans adopted by the Fund with
respect to such fees and Rule 12b-1 of the Act.
F. Conversion. Shares acquired through the reinvestment of dividends and
capital gain distributions paid on Shares of a Class subject to conversion
shall be treated as if held in a separate sub-account. Each time any Shares
of a Class in a shareholder's account (other than Shares held in the
sub-account) convert to Class A Shares, a proportionate number of Shares
held in the sub-account shall also convert to Class A Shares. All
conversions shall be effected on the basis of the relative net asset values
of the two Classes without the imposition of any sales load or other
charge. So long as any Class of Shares converts into Class A Shares, the
Distributor shall waive or reimburse the Fund, or take such other actions
with the approval of the Directors as may be reasonably necessary to ensure
that, the expenses, including payments authorized under a Plan of
Distribution, applicable to the Class A Shares are not higher than the
expenses, including payments authorized under a Plan of Distribution,
applicable to the Class of Shares that converts into Class A Shares. Shares
acquired through an exchange privilege will convert to Class A Shares after
expiration of the conversion period applicable to such Shares. The
continuation of the conversion feature is subject to continued compliance
with the rules and regulations of the SEC, the NASD and the IRS.
G. Allocation of Liabilities, Expenses, Income and Gains Among Classes.
1. Liabilities and Expenses applicable to a particular Class. Each Class
shall pay any Distribution Fee and Service Fee applicable to that
Class. Other expenses applicable to any of the foregoing Classes such
as incremental transfer agency fees, but not including advisory or
custodial fees or other expenses related to the management of the
Fund's assets, shall be allocated among such Classes in different
amounts in accordance with the terms of each such Class if they are
actually incurred in different amounts by such Classes or if such
Classes receive services of a different kind or to a different degree
than other Classes.
2. Income, losses, capital gains and losses, and liabilities and other
expenses applicable to all Classes. Income, losses, realized and
unrealized capital gains and losses, and any liabilities and expenses
not applicable to any particular Class shall be allocated to each
Class on the basis of the net asset value of that Class in relation to
the net asset value of the Fund.
3. Determination of nature of items. The Directors shall determine in
their sole discretion whether any liability, expense, income, gains or
loss other than those listed herein is properly treated as attributed
in whole or in part to a particular Class or all Classes.
H. Exchange Privilege. Holders of Class A Shares, Class B Shares, Class C
Shares and Class AAA Shares shall have such exchange privileges as are set
forth in the Prospectus for such Class. Exchange privileges may vary among
Classes and among holders of a Class.
I. Voting Rights of Classes.
1. Shareholders of each Class shall have exclusive voting rights on any
matter submitted to them that relates solely to that Class, provided
that:
a. If any amendment is proposed to the Plan of Distribution under
which Distribution Fees or Service Fees are paid with respect to
Class A Shares of the Fund that would increase materially the
amount to be borne by Class A Shares under such Plan of
Distribution, then no Class B Shares shall convert into Class A
Shares of the Fund until the holders of Class B Shares of the
Fund have also approved the proposed amendment.
b. If the holders of either the Class B Shares referred to in
subparagraph a. do not approve the proposed amendment, the
Directors and the Distributor shall take such action as is
necessary to ensure that the Class voting against the amendment
shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the amendment.
2. Shareholders of a Class shall have separate voting rights on any
matter submitted to shareholders with respect to which the interest of
one Class differs from the interests of any other Class, provided
that:
a. If the holders of Class A Shares approve any increase in expenses
allocated to the Class A Shares, then no Class B Shares shall
convert into Class A Shares of the Fund until the holders of
Class B Shares of the Fund have also approved such expense
increase.
b. If the holders of Class B Shares referred to in subparagraph a.
do not approve such increase, the Directors and the Distributor
shall take such action as is necessary to ensure that the Class B
Shares shall convert into another Class identical in all material
respects to Class A Shares of the Fund as constituted prior to
the expense increase.
J. Dividends and Distributions. Dividends and capital gain distributions paid
by the Fund with respect to each Class, to the extent any such dividends
and distributions are paid, will be calculated in the same manner and at
the same time on the same day and will be, after taking into account any
differentiation in expenses allocable to a particular Class, in
substantially the same proportion on a relative net asset value basis.
K. Reports to Directors. The Distributor shall provide the Directors such
information as the Directors may from time to time deem to be reasonably
necessary to evaluate this Plan.
L. Amendment. Any material amendment to this Multi-Class Plan shall be
approved by the affirmative vote of a majority (as defined in the Act) of
the Directors of the Fund, including the affirmative vote of the Directors
of the Fund who are not interested persons of the Fund, except that any
amendment that increases the CDSC rate schedule or CDSC Period must also be
approved by the affirmative vote of a majority of the Shares of the
affected Class. Except as so provided, no amendment to this Multi-Class
Plan shall be required to be approved by the shareholders of any Class of
the Shares constituting the Fund. The Distributor shall provide the
Directors such information as may be reasonably necessary to evaluate any
amendment to this Multi-Class Plan.
Code of Ethics
Gabelli Funds, LLC
GAMCO Investors, Inc.
Gabelli & Company, Inc.
Gabelli Advisers, Inc.
Gabelli Fixed Income LLC
Each Registered Investment Company or series thereof (each of which
is considered to be a Company for this purpose) for which any
of the Companies listed above presently or hereafter provides
investment advisory or principal underwriting services, other
than a money market fund or a fund that does not invest in
Securities.
Introduction
This Code of Ethics establishes rules of conduct for persons who are
associated with the companies named above or with the registered investment
companies for which such companies provide investment advisory or principal
underwriter services. The Code governs their personal investment and other
investment-related activities.
The basic rule is very simple: put the client's interests first. The
rest of the rules elaborate this principle. Some of the rules are imposed
specifically by law. For example, the laws that govern investment advisers
specifically prohibit fraudulent activity, making statements that are not true
or that are misleading or omit something that is significant in the context and
engaging in manipulative practices. These are general words, of course, and over
the years the courts, the regulators and investment advisers have interpreted
these words and established codes of conduct for their employees and others who
have access to their investment decisions and trading activities. Indeed, the
rules obligate investment advisers to adopt written rules that are reasonably
designed to prevent the illegal activities described above and must follow
procedures that will enable them to prevent such activities.
This Code is intended to assist the companies in fulfilling their
obligations under the law. The first part lays out who the Code applies to, the
second part deals with personal investment activities, the third part deals with
other sensitive business practices, and subsequent parts deal with reporting and
administrative procedures.
The Code is very important to the companies and their employees.
Violations can not only cause the companies embarrassment, loss of business,
legal restrictions, fines and other punishments but for employees can lead to
demotion, suspension, firing, ejection from the securities business and very
large fines.
I. Applicability
A. The Code applies to each of the following:
1. The Companies named or described at the top of page
one of the Code and all entities that are under
common management with these Companies or otherwise
agree to be subject to the Code ("Affiliates"). A
listing of the Affiliates, which is periodically
updated, is attached as Exhibit A.
2. Any officer, director or employee of any Company,
Affiliate or Fund Client (as defined below) whose job
regularly involves him in the investment process.
This includes the formulation and making of
investment recommendations and decisions, the
purchase and sale of securities for clients and the
utilization of information about investment
recommendations, decisions and trades. Due to the
manner in which the Companies and the Affiliates
conduct their business, every employee should assume
that he is subject to the Code unless the Compliance
Officer specifies otherwise.
3. With respect to all of the Companies, Affiliates and
Fund Clients except Gabelli & Company, Inc., any
natural person who controls any of the Companies,
Affiliates or Fund Clients and who obtains
information regarding the Companies' or the
Affiliates' investment recommendations or decisions.
However, a person whose control arises only as a
result of his official position with such entity is
excluded. Disinterested directors of Fund Clients,
for example, are excluded from coverage under this
item.
4. With respect to all of the Companies and Fund Clients
except Gabelli & Company, Inc., any director,
officer, general partner or person performing a
similar function even if he has no knowledge of and
is not involved in the investment process.
Disinterested directors of Fund Clients and
independent directors of Affiliates are included in
coverage under this item.
5. As an exception, the Code does not apply to any
director, officer or employee of any Fund Client
(such as certain of The Gabelli Westwood Funds) with
respect to which the Companies' services do not
involve the formulation or making of investment
recommendations or decisions or the execution of
portfolio transactions if that person is also a
director, officer or employee of any entity that does
perform such services (such as Westwood Management
Corp.). These individuals are covered by codes of
ethics adopted by such entities.
B. Definitions
1. Access Persons. The Companies and the persons described in items (A)2
and (A)3 above other than those excluded by item (A)5 above.
2. Access Person Account. Includes all advisory, brokerage, trust or other
accounts or forms of direct beneficial ownership in which one or more Access
Persons and/or one or more members of an Access Person's immediate family have a
substantial proportionate economic interest. Immediate family includes an Access
Person's spouse and minor children living with the Access Person. A substantial
proportionate economic interest will generally be 10% of the equity in the
account in the case of any single Access Person and 25% of the equity in the
account in the case of all Access Persons in the aggregate, whichever is first
applicable. Investment partnerships and similar indirect means of ownership
other than registered open-end investment companies are also treated as
accounts.
As an exception, accounts in which one or more Access
Persons and/or their immediate family have a
substantial proportionate interest which are
maintained with persons who have no affiliation with
the Companies and with respect to which no Access
Person has, in the judgment of the Compliance Officer
after reviewing the terms and circumstances, any
direct or indirect influence or control over the
investment or portfolio execution process are not
Access Person Accounts.
As a further exception, subject to the provisions of Article II(I)7, bona fide
market making accounts of Gabelli & Company, Inc. are not Access Person
Accounts.
As a further exception, subject to the provisions of
Article II(I)7, bona fide error accounts of the
Companies and the Affiliates are not Access Person
Accounts.
3. Associate Portfolio Managers. Access Persons who are
engaged in securities research and analysis for
designated Clients or are responsible for investment
recommendations for designated Clients but who are
not principally responsible for investment decisions
with respect to any Client accounts.
4. Clients. Investment advisory accounts maintained with
any of the Companies or Affiliates by any person,
other than Access Person Accounts. However, Fund
Clients covered by item (A)(5) above are considered
Client accounts only with respect to employees
specifically identified by the Compliance Officer as
having regular information regarding investment
recommendations or decisions or portfolio
transactions for such Fund Clients.
5. Companies. The companies named or described at the top of
page one of the Code.
6. Compliance Officer. The persons designated as the
compliance officers of the Companies.
7. Covered Persons. The Companies, the Access Persons
and the persons described in item (A)4 above.
8. Fund Clients. Clients that are registered investment
companies or series thereof.
9. Portfolio Managers. Access Persons who are
principally responsible for investment decisions with
respect to any Client accounts.
10. Security. Any financial instrument treated as a
security for investment purposes and any related
instrument such as a futures, forward or swap
contract entered into with respect to one or more
securities, a basket of or an index of securities or
components of securities. However, the term security
does not include securities issued by the Government
of the United States, bankers' acceptances, bank
certificates of deposit, commercial paper and high
quality short-term debt instruments, including
repurchase agreements, or shares of registered
open-end investment companies.
II. Restrictions on Personal Investing Activities
A. Basic Restriction on Investing Activities
If a purchase or sale order is pending or under active
consideration for any Client account by any Company or
Affiliate, neither the same Security nor any related Security
(such as an option, warrant or convertible security) may be
bought or sold for any Access Person Account.
<PAGE>
B. Initial Public Offerings
No Security or related Security may be acquired in an initial
public offering for any Access Person Account.
C. Blackout Period
No Security or related Security may be bought or sold for the
account of any Portfolio Manager or Associate Portfolio
Manager during the period commencing seven (7) days prior to
and ending seven (7) calendar days after the purchase or sale
(or entry of an order for the purchase or sale) of that
Security or any related Security for the account of any Client
with respect to which such person has been designated a
Portfolio Manager or Associate Portfolio Manager, unless the
Client account receives at least as good a price as the
account of the Portfolio Manager or Associate Portfolio
Manager and the Compliance Officer determines under the
circumstances that the Client account has not been adversely
affected (including with respect to the amount of such
Security able to be bought by the Client account) by the
transaction for the account of the Portfolio Manager or
Associate Portfolio Manager.
D. Short-term Trading
No Security or related Security may, within a 60 day period,
be bought and sold or sold and bought at a profit for any
Access Person Account if the Security or related Security was
held at any time during that period in any Client account.
E. Exempt Transactions
Participation on an ongoing basis in an issuer's dividend
reinvestment or stock purchase plan, participation in any
transaction over which no Access Person had any direct or
indirect influence or control and involuntary transactions
(such as mergers, inheritances, gifts, etc.) are exempt from
the restrictions set forth in paragraphs (A) and (C) above
without case by case preclearance under paragraph (G) below.
F. Permitted Exceptions
Purchases and sales of the following Securities for Access
Person Accounts are exempt from the restrictions set forth in
paragraphs A, C and D above if such purchases and sales comply
with the pre-clearance requirements of paragraph (G) below:
1. Non-convertible fixed income Securities rated at least "A";
2. Equity Securities of a class having a market capitalization
in excess of $1 billion;
3. Equity Securities of a class having a market
capitalization in excess of $500 million if the
transaction in question and the aggregate amount of
such Securities and any related Securities purchased
and sold for the Access Person Account in question
during the preceding 60 days does not exceed 100
shares;
4. Municipal Securities; and
5. Securities transactions effected for federal, state
or local income tax purposes that are identified to
the Compliance Officer at the time as being effected
for such purposes.
In addition, the exercise of rights that were received pro
rata with other security holders is exempt if the
pre-clearance procedures are satisfied.
G. Pre-Clearance of Personal Securities Transactions
No Security may be bought or sold for an Access Person Account
unless (i) the Access Person obtains prior approval from the
Compliance Officer or, in the absence of the Compliance
Officer, from the general counsel of Gabelli Asset Management
Inc.; (ii) the approved transaction is completed on the same
day approval is received; and (iii) the Compliance Officer or
the general counsel does not rescind such approval prior to
execution of the transaction (See paragraph I below for
details of the Pre-Clearance Process.)
H. Private Placements
The Compliance Officer will not approve purchases or sale of
Securities that are not publicly traded, unless the Access
Person provides full details of the proposed transaction
(including written certification that the investment
opportunity did not arise by virtue of such person's
activities on behalf of any Client) and the Compliance Officer
concludes, after consultation with one or more of the relevant
Portfolio Managers, that the Companies would have no
foreseeable interest in investing in such Security or any
related Security for the account of any Client.
I. Pre-Clearance Process
1. No Securities may be purchased or sold for any Access
Person Account unless the particular transaction has
been approved in writing by the Compliance Officer
or, in his absence, the general counsel of Gabelli
Asset Management Inc. The Compliance Officer shall
review not less frequently than weekly reports from
the trading desk (or, if applicable, confirmations
from brokers) to assure that all transactions
effected for Access Person Accounts are effected in
compliance with this Code.
2. No Securities may be purchased or sold for any Access
Person Account other than through the trading desk of
Gabelli & Company, Inc., unless express permission is
granted by the Compliance Officer. Such permission
may be granted only on the condition that the third
party broker supply the Compliance Officer, on a
timely basis, duplicate copies of confirmations of
all personal Securities transactions for such Access
Person in the accounts maintained with such third
party broker and copies of periodic statements for
all such accounts.
3. A Trading Approval Form, attached as Exhibit B, must
be completed and submitted to the Compliance Officer
for approval prior to entry of an order.
4. After reviewing the proposed trade, the level of potential investment
interest on behalf of Clients in the Security in question and the Companies'
restricted lists, the Compliance Officer shall approve (or disapprove) a trading
order on behalf of an Access Person as expeditiously as possible. The Compliance
Officer will generally approve transactions described in paragraph (F) above
unless the Security in question or a related security is on the Restricted List
or the Compliance Officer believes for any other reason that the Access Person
Account should not trade in such Security at such time.
5. Once an Access Person's Trading Approval Form is
approved, the form must be forwarded to the trading
desk (or, if a third party broker is permitted, to
the Compliance Officer) for execution on the same
day. If the Access Person's trading order request is
not approved, or is not executed on the same day it
is approved, the clearance lapses although such
trading order request maybe resubmitted at a later
date.
6. In the absence of the Compliance Officer, an Access
Person may submit his or her Trading Approval Form to
the general counsel of Gabelli Asset Management Inc.
Trading approval for the Compliance Officer must be
obtained from the general counsel, and trading
approval for the general counsel must be obtained
from the Compliance Officer. In no case will the
Trading Desk accept an order for an Access Person
Account unless it is accompanied by a signed Trading
Approval Form.
7. The Compliance Officer shall review all Trading Approval Forms, all
initial, quarterly and annual disclosure certifications and the trading
activities on behalf of all Client accounts with a view to ensuring that all
Covered Persons are complying with the spirit as well as the detailed
requirements of this Code. The Compliance Officer will review all transactions
in the market making accounts of Gabelli & Company, Inc. and the error accounts
of the Companies and the Affiliates in order to ensure that such transactions
are bona fide market making or error transactions or are conducted in accordance
with the requirements of this Article II.
III. Other Investment-Related Restrictions
A. Gifts
No Access Person shall accept any gift or other item of more
than $100 in value from any person or entity that does
business with or on behalf of any Client.
B. Service As a Director
No Access Person shall commence service on the Board of
Directors of a publicly traded company or any company in which
any Client account has an interest without prior authorization
from the Compliance Committee based upon a determination that
the Board service would not be inconsistent with the interests
of the Clients. The Compliance Committee shall include the
senior Compliance Officer of Gabelli Asset Management Inc.,
the general counsel of Gabelli Asset Management Inc. and at
least two of the senior executives from among the Companies.
IV. Reports and Additional Compliance Procedures
A. Every Covered Person, except independent directors of
Affiliates of the Companies, must submit a report (a form of
which is appended as Exhibit C) containing the information set
forth in paragraph (B) below with respect to transactions in
any Security in which such Covered Person has or by reason of
such transaction acquires, any direct or indirect beneficial
ownership (as defined in Exhibit D) in the Security, and with
respect to any account established by the Covered Person in
which any Securities were held for the direct or indirect
benefit of the Covered Person; provided, however, that:
1. a Covered Person who is required to make reports only
because he is a director of one of the Fund Clients
and who is a "disinterested" director thereof need
not make a report with respect to any transactions
other than those where he knew or should have known
in the course of his duties as a director that any
Fund Client of which he is a director has made or
makes a purchase or sale of the same or a related
Security within 15 days before or after the purchase
or sale of such Security or related Security by such
director.
2. a Covered Person need not make a report with respect
to any transaction effected for, and Securities held
in, any account over which such person does not have
any direct or indirect influence or control; and
3. a Covered Person will be deemed to have complied with
the requirements of this Article IV insofar as the
Compliance Officer receives in a timely fashion
duplicate monthly or quarterly brokerage statements
or transaction confirmations on which all
transactions required to be reported hereunder are
described.
B. A Covered Person must submit the report required by this
Article to the Compliance Officer no later than 10 days after
the end of the calendar quarter in which the transaction or
account to which the report relates was effected or
established, and the report must contain the date that the
report is submitted.
1. This report must contain the following information with
respect to transactions:
a. The date of the transaction, the title and number of shares and the
principal amount of each Security involved;
b. The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition);
c. The price at which the transaction was effected; and
d. The name of the broker, dealer or bank with
or through whom the transaction was
effected.
2. This report must contain the following information
with respect to accounts established:
a. The name of the broker, dealer or bank with whom the account was
established; and
b. The date the account was established.
C. Any report submitted to comply with the requirements of this
Article IV may contain a statement that the report shall not
be construed as an admission by the person making such report
that he has any direct or indirect beneficial ownership in the
Security to which the report relates. A person need not make
any report under this Article IV with respect to transactions
effected for, and Securities held in, any account over which
the person has no direct or indirect influence or control
D. No later than 10 days after beginning employment with any of
the Companies or Affiliates or otherwise becoming a Covered
Person, each Covered Person (except for a "disinterested"
director of the Fund Client who is required to submit reports
solely by reason of being such a director) must submit a
report containing the following information:
1. The title, number of shares and principal amount of
each Security in which the Covered Person had any
direct or indirect beneficial ownership when the
person became a Covered Person;
2. The name of any broker, dealer or bank with whom the
Covered Person maintained an account in which any
Securities were held for the direct or indirect
benefit of the Covered Person as of the date the
person became a Covered Person; and
3. The date that the report is submitted.
The form of such report is attached as Exhibit E.
E. Annually each Covered Person must certify that he has read and
understood the Code and recognizes that he is subject to such Code. In addition,
annually each Covered Person must certify that he has disclosed or reported all
personal Securities transactions required to be disclosed or reported under the
Code and that he is not subject to any regulatory disability described in the
annual certification form. Furthermore, each Covered Person (except for a
"disinterested" director of the Fund Client who is required to submit reports
solely by reason of being such a director) annually must submit a report
containing the following information (which information must be current as of a
date no more than 30 days before the report is submitted):
1. The title, number of shares and principal amount of each Security in
which the Covered Person had any direct or indirect beneficial ownership;
2. The name of any broker, dealer or bank with whom the
Covered Person maintains an account in which any
Securities are held for the direct or indirect
benefit of the Covered Person; and
3. The date that the report is submitted.
The form of such certification and report is attached as
Exhibit F.
F. At least annually (or quarterly in the case of Items 4 and 5
below), each of the Companies that has a Fund Client or that
provides principal underwriting services for a Fund Client
shall, together with each Fund Client, furnish a written
report to the Board of Directors of the Fund Client that:
1. Describes any issues arising under the Code since the last
report.
2. Certifies that the Companies have developed
procedures concerning Covered Persons' personal
trading activities and reporting requirements
relevant to such Fund Clients that are reasonably
necessary to prevent violations of the Code;
3. Recommends changes, if any, to the Fund Clients' or
the Companies' Codes of Ethics or procedures;
4. Provides a summary of any material or substantive
violations of this Code by Covered Persons with
respect to such Fund Clients which occurred during
the past quarter and the nature of any remedial
action taken; and
5. Describes any material or significant exceptions to
any provisions of this Code of Ethics as determined
under Article VI below.
G. The Compliance Officer shall notify each employee of any of
the Companies or Affiliates as to whether such person is
considered to be an Access Person or Covered Person and shall
notify each other person that is considered to be an Access
Person or Covered Person.
V. Sanctions
Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Board of Directors of the relevant
Company or of the relevant Fund Client, whichever is most appropriate
under the circumstances, may impose on that person whatever sanctions
the Board deems appropriate, including, among other things,
disgorgement of profit, censure, suspension or termination of
employment. Material violations of requirements of this Code by
employees of Covered Persons and any sanctions imposed in connection
therewith shall be reported not less frequently than quarterly to the
Board of Directors of any relevant Company or Fund Client, as
applicable.
VI. Exceptions
The Compliance Committee of the Companies reserves the right to decide,
on a case-by-case basis, exceptions to any provisions under this Code.
Any exceptions made hereunder will be maintained in writing by the
Compliance Committee and presented to the Board of Directors of any
relevant Fund Client at its next scheduled meeting.
VII. Preservation of Documents
This Code, a copy of each report by a Covered Person, any written
report made hereunder by the Companies or the Compliance Officer, lists
of all persons required to make reports, a list of any exceptions, and
the reasons therefor, with respect to Article II.B, and any records
under Article II.G with respect to purchases pursuant to Article II.H
above, shall be preserved with the records of the relevant Company and
any relevant Fund Client for the period required by Rule 17j-1.
VIII. Other Laws, Rules and Statements of Policy
Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule or regulation or any other statement of policy or
procedure governing the conduct of such person adopted by the
Companies, the Affiliates or the Fund Clients.
IX. Further Information
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities
transaction or transactions, he should consult the Compliance Officer.
<PAGE>
EXHIBIT A
LIST OF AFFILIATES OF THE COMPANIES
ALCE Partners, L.P.
Darien Associates LLC
Gabelli Asset Management Inc.
Gabelli Associates Fund
Gabelli Associates Limited
Gabelli Fixed Income Distributors
Gabelli Fixed Income, Inc.
Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli International Gold Fund Limited
Gabelli International Limited
Gabelli International II Limited
Gabelli International Securities Limited
Gabelli Multimedia Partners, L.P.
Gabelli Performance Partnership L.P.
Gabelli Securities, Inc.
Gemini Capital Management Ltd.
GLI, Inc.
Gabelli Group Capital Partners, Inc. and its subsidiaries
Gabelli Global Partners, L.P.
Gabelli Global Partners, Ltd.
Gabelli European Partners, Ltd.
Gabelli Fund, LDC
MJG Associates, Inc.
New Century Capital Partners, L.P.
<PAGE>
EXHIBIT B
PRE-CLEARANCE TRADING APPROVAL FORM
I, ______________________________________ (name), am an Access Person or
authorized officer thereof and seek pre-clearance to engage in the transaction
described below for the benefit of myself or another Access Person:
Acquisition or Disposition (circle one)
Name of Account:
Account Number:
Date of Request:
Security:
Amount or # of Shares:
Broker:
If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Code of Ethics and that the opportunity to
engage in the transaction did not arise by virtue of my activities on behalf of
any Client.
Signature: Print Name:
Approved or Disapproved(Circle One)
Date of Approval:
Signature: Print Name:
If approval is granted, please forward this form to the trading desk (or if a
third party broker is permitted, to the Compliance Officer) for immediate
execution.
<PAGE>
EXHIBIT C
TRANSACTION REPORT
Report submitted by:
Print Name
This transaction report (the "Report") is submitted pursuant to Section IV (B)
of the Code of Ethics of the Companies and supplies information with respect to
transactions in any Security in which you may be deemed to have, or by reason of
such transaction acquire, any direct or indirect beneficial ownership interest,
and with respect to accounts established by you in which any Securities were
held for your direct or indirect benefit, for the period specified below. If you
were not employed by or affiliated with us during this entire period, amend the
dates specified below to cover your period of employment or affiliation.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics.
If you have no reportable transactions or new accounts, sign and return this
page only. If you have reportable transactions or new accounts, complete, sign
and return Page 2 and any attachments.
I HAD NO REPORTABLE SECURITIES TRANSACTIONS OR ACCOUNTS ESTABLISHED DURING THE
PERIOD THROUGH . I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND
THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS
TRUE AND CORRECT.
Signature
Position
Date
Page 2
TRANSACTION REPORT
Report submitted by:
Print Name
The following tables supply the information required by Section IV (B) of the
Code of Ethics for the period specified below. Transactions reported on
brokerage statements or duplicate confirmations actually received by the
Compliance Officer do not have to be listed although it is your responsibility
to make sure that such statements or confirmations are complete and have been
received in a timely fashion.
<TABLE>
<CAPTION>
TRANSACTIONS
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Whether Purchase,
Sale, Short Sale or Name of Broker/Dealer
Securities Other Type of with or through Whom Nature of
(Name Date of Disposition or Quantity of Price per Share the Transaction Ownership of
and Transaction Acquisition Securities or Other Unit was Effected Securities
----------- ----------- ---------- ------------- ------------ ----------
Symbol)
- -------
NEW ACCOUNTS ESTABLISHED
- ---------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number Date Account Established
</TABLE>
* To the extent specified above, I hereby disclaim beneficial ownership of any
securities listed in this Report or brokerage statements or transaction
confirmations provided by me.
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST
OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT FOR THE
PERIOD OF THROUGH .
Signature Date
Position
<PAGE>
EXHIBIT D
BENEFICIAL OWNERSHIP
For purposes of the attached Code of Ethics, "beneficial ownership" shall be
interpreted in the same manner as it would be in determining whether a person is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, except the determination of direct or
indirect beneficial ownership shall apply to all securities that a Covered
Person has or acquires. The term "beneficial ownership" of securities would
include not only ownership of securities held be a Covered Person for his own
benefit, whether in bearer form or registered in his name or otherwise, but also
ownership of securities held for his benefit by others (regardless of whether or
how they are registered) such as custodians, brokers, executors, administrators,
or trustees (including trusts in which he has only a remainder interest), and
securities held for his account by pledges, securities owned by a partnership in
which he is a member if he may exercise a controlling influence over the
purchase, sale of voting of such securities, and securities owned by any
corporation or similar entry in which he owns securities if the shareholder is a
control-ling shareholder of the entity and has or shares investment control over
the entity's portfolio.
Ordinarily, this term would not include securities held by executors or
administrators in estates in which a Covered Person is a legatee or beneficiary
unless there is a specified legacy to such person of such securities or such
person is the sole legatee or beneficiary and there are other assets in the
estate sufficient to pay debts ranking ahead of such legacy, or the securities
are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as beneficially
owned by a Covered Person where such person enjoys "financial benefits
substantially equivalent to ownership." The Securities and Exchange Commission
has said that, although the final determination of beneficial ownership is a
question to be determined in the light of the facts of the particular case,
generally a person is regarded as the beneficial owner of securities held in the
name of his or her spouse and their minor children. Absent special circumstances
such relationship ordinarily results in such person obtaining financial benefits
substantially equivalent to ownership, e.g., application of the income derived
from such securities to maintain a common home, or to meet expenses that such
person otherwise would meet from other sources, or the ability to exercises a
controlling influence over the purchase, sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of securities held
in the name of another person, if by reason of any contract, understanding,
relationship, agreement, or other agreement, he obtains therefrom financial
benefits substantially equivalent to those of ownership.
A Covered Person also is regarded as the beneficial owner of securities held in
the name of a spouse, minor children or other person, even though he does not
obtain therefrom the aforementioned benefits of ownership, if he can vest or
revest title in himself at once or at some future time.
<PAGE>
EXHIBIT E
INITIAL HOLDINGS REPORT
Report submitted by:
Print Name
This initial holdings report (the "Report") is submitted pursuant to Section IV
(D) of the Code of Ethics of the Companies and supplies information with respect
to any Security in which you may be deemed to have any direct or indirect
beneficial ownership interest and any accounts established by you in which any
Securities were held for your direct or indirect benefit, as of the date you
became subject to the Code of Ethics.
Unless the context otherwise requires, all terms used in the Report shall have
the same meaning as set forth in the Code of Ethics.
If you have no reportable Securities or accounts, sign and return this page
only. If you have reportable Securities or accounts, complete, sign and return
Page 2 and any attachments.
I HAVE NO REPORTABLE SECURITIES OR ACCOUNTS AS OF . I CERTIFY THAT I AM FULLY
FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE
INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature
Position
Date
Page 2
INITIAL HOLDINGS REPORT
Report submitted by:
Print Name
The following tables supply the information required by Section IV (D) of the
Code of Ethics as of the date you became subject to the Code.
<TABLE>
<CAPTION>
SECURITIES HOLDINGS
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Broker/Dealer Where Nature of Ownership of
Securities (Name and Quantity of Securities Securities Are Held Securities
Symbol)
</TABLE>
ACCOUNTS
- ------------------------------------------------------ -----------------------
Name of Broker, Dealer or Bank Account Number
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST
OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT AS OF
__________________________________.
Signature Date
Position
<PAGE>
EXHIBIT F
ANNUAL CERTIFICATION OF CODE OF ETHICS
A. I (a Covered Person) hereby certify that I have read and understood the
Code of Ethics dated February 15, 2000, and recognize that I am subject
to its provisions. In addition, I hereby certify that I have disclosed
or reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or disciplinary
actions filed against me by any regulated securities or commodities
exchange, any self-regulatory securities or commodities organization,
any attorney general, or any governmental office or agency regulating
insurance, securities, commodities or financial transactions in the
United States, in any state of the United States, or in any other
country;
C. I have not within the last ten years been convicted of or acknowledged
commission of any felony or misdemeanor arising out of my conduct as an
employee, salesperson, officer, director, insurance agent, broker,
dealer, underwriter, investment manager or investment advisor; and
D. I have not been denied permission or otherwise enjoined by order,
judgment or decree of any court of competent jurisdiction, regulated
securities or commodities exchange, self-regulatory securities or
commodities organization or other federal or state regulatory authority
from acting as an investment advisor, securities or commodities broker
or dealer, commodity pool operator or trading advisor or as an
affiliated person or employee of any investment company, bank,
insurance company or commodity broker, dealer, pool operator or trading
advisor, or from engaging in or continuing any conduct or practice in
connection with any such activity or the purchase or sale of any
security.
E. Unless I am exempt from filing an Annual Holdings Report (as a
"disinterested" director of a Fund Client or an independent director of
an Affiliate), I have attached a completed Annual Holdings Report which
is accurate as of a date no more than 30 days ago.
Print Name:
Signature:
Date:
Page 2
ANNUAL HOLDINGS REPORT
Report submitted by:
Print Name
The following tables supply the information required by Section IV (E) of the
Code of Ethics as of a date no more than 30 days before this report is
submitted. If you have no reportable Securities holdings or accounts, write
"None" in the space provided.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SECURITIES HOLDINGS
- ------------------------------------------------------------------------------------------------------------------------
Name of Broker/Dealer Where Nature of Ownership
Securities (Name and Symbol) Quantity of Securities Securities Are Held of Securities
- ---------------------------- ---------------------- ------------------- -------------
</TABLE>
ACCOUNTS
- -----------------------------------------------------------------------------
Name of Broker, Dealer or Bank Account Number
Signature Date
Position
