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
(1,000,000,000) 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:
2. (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.
3. 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.
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
276453.01-New York S5A
