GABELLI GOLD FUND INC, 497, 1995-05-05

GABELLI GOLD FUND INC
497, 1995-05-05

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As filed with the Securities and Exchange Commission on April 28, 1995.
Securities Act File No. 33-79180
Investment Company Act File No. 811-8518
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

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FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

Pre-Effective Amendment No. / /
Post-Effective Amendment No. 2 /x/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 3 /x/

(Check appropriate box or boxes)

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GABELLI GOLD FUND, INC.

(Exact Name of Registrant as Specified in Charter)

One Corporate Center, Rye, New York 10580-1434
(Address of Principal Executive Office)
Registrant's Telephone Number (800) 422-3554

Bruce N. Alpert
Gabelli Funds, Inc.
One Corporate Center, Rye, New York 10580-1434
(Name and Address of Agent for Service)

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COPIES TO:

J. Hamilton Crawford, Jr., Esq. Daniel Schloendorn, Esq.
Gabelli Funds, Inc. Willkie Farr & Gallagher
One Corporate Center One Citicorp Center
Rye, New York 10580-1434 153 East 53rd Street
New York, New York 10022
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It is proposed that this filing will become effective (check appropriate box):

/ / immediately upon filing pursuant to paragraph (b), or
/x/ on May 1, 1995 pursuant to paragraph (b), or
/ / 60 days after filing pursuant to paragraph (a), or
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a) 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.

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THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OR AMOUNT OF SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO SECTION (C)(1) OF RULE
24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE RULE 24F-2
NOTICE FOR THE REGISTRANT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 WAS FILED
ON FEBRUARY 27, 1995.

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GABELLI GOLD FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
PART A
ITEM NO. LOCATION IN PROSPECTUS
-------- ----------------------
<S> <C>
Item 1. Cover Page ................................... Cover Page
Item 2. Synopsis ..................................... Table of Fees and Expenses for the Fund
Item 3. Condensed Financial Information .............. General Information
Item 4. General Description of Registrant ............ Cover Page; Investment Objective and
Policies; Additional Investment
Policies; General Information
Item 5. Management of the Fund ....................... Management of the Fund
Item 5(a) Management's Discussion of Fund
Performance ................................ Not Applicable
Item 6. Capital Stock and Other Securities ........... Management of the Fund; Dividends,
Distributions and Taxes; General
Information
Item 7. Purchase of Securities Being Offered ......... Management of the Fund; Distribution
Plan; Purchase of Shares; Retirement
Plans
Item 8. Redemption or Repurchase ..................... Redemption of Shares
Item 9. Pending Legal Proceedings .................... Not Applicable

<CAPTION>
PART B LOCATION IN STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION
-------- ----------------------
<S> <C>
Item 10. Cover ........................................ Cover Page
Item 11. Table of Contents ............................ Table of Contents
Item 12. General Information and History .............. Notes to Financial Statements; See
Prospectus - "General Information"
Item 13. Investment Objective and Policies ............ Investments; Investment Restrictions;
See Prospectus - "Investment Objective
and Policies" and "Additional Investment
Policies"
Item 14. Management of the Fund ....................... The Adviser; The Distributor; Directors
and Officers; See Prospectus -
"Management of the Fund"
Item 15. Control Persons and Principal Holders
of Securities .............................. Management of the Fund; See Prospectus
- "Management of the Fund"
Item 16. Investment Advisory and Other Services ....... The Adviser; The Distributor; Directors
and Officers; See Prospectus -
"Management of the Fund"
Item 17. Brokerage Allocation and Other Practices ..... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities ........... Dividends, Distributions and Taxes;
Notes to Financial Statements; See
Prospectus - "Dividends, Distributions
and Taxes" and "General Information"
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Item 19. Purchase, Redemption and Pricing of
Securities Being Offered ................... Purchase and Redemption of Shares

Item 20. Tax Status ................................... Dividends, Distributions and Taxes; See
Prospectus - "Dividends, Distributions
and Taxes"

Item 21. Underwriters ................................. Purchase and Redemption Information; See
Prospectus - "Management of the Fund"

Item 22. Condensed Financial Information .............. Investment Performance Information

Item 23. Financial Statements ......................... Incorporated by reference

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
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Gabelli Gold Fund,Inc.
One Corporate Center
Rye, New York 10580-1434
Telephone: 1-800-GABELLI (1-800-422-3554)

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PROSPECTUS

MAY 1, 1995

Gabelli Gold Fund, Inc. (the "Fund") is a no load, open-end, diversified
management investment company which seeks to provide long-term capital
appreciation. The Fund will seek to achieve its objective by investing primarily
in the equity securities of foreign and domestic issuers engaged in gold-related
activities. See "Investment Objective and Policies". Because the securities in
which the Fund invests may involve risks not associated with more traditional
investments, an investment in the Fund by itself should not be considered a
balanced investment program. See "Risk Factors".

The Fund has a distribution plan which permits it to pay up to .25% per year of
its average daily net assets for marketing and shareholder services and
expenses. Shares of the Fund may be purchased without a sales load at net asset
value. The minimum initial investment in the Fund is currently $1,000. The Fund
will increase its minimum initial investment to $10,000 when it has either
10,000 shareholders or over $100,000,000 of assets under management. See
"Purchase of Shares". For further information, contact Gabelli & Company, Inc.
at the address or telephone number shown above.

-------------------

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund. A Statement of Additional Information,
dated May 1, 1995 (the "Additional Statement"), containing additional
information about the Fund has been filed with the Securities and Exchange
Commission and is incorporated by reference into this Prospectus. For a free
copy, write or call the Fund at the telephone number or address set forth above.

-------------------

This Prospectus should be retained by investors for future reference.

-------------------

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF FEES AND EXPENSES FOR THE FUND

SHAREHOLDER TRANSACTION EXPENSES:
---------------------------------
Maximum Sales Load imposed on Purchases (as a percentage of
offering price) ................................................... None
Maximum Sales Load imposed on Reinvested Dividends ................. None
Deferred Sales Load ................................................ None
Redemption Fees (a) ................................................ None
Exchange Fees ...................................................... None

ANNUAL FUND OPERATING EXPENSES:
-------------------------------
(as a percentage of average net assets):
Management Fees (b) ................................................ 1.00%
12b-1 Expenses ..................................................... .25%
Other Expenses (c) ................................................. .79%
-----
Total Fund Operating Expenses ................................ 2.04%
=====
EXAMPLE: 1 YEAR 3 YEARS
-------- ------ -------
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return ............................. $20.91 $65.03

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The amounts listed in this example should not be considered as representative
of future expenses, and actual expenses may be greater or less than those
indicated. Other expenses set forth above are based on the estimated amounts
for the current fiscal yeaar. Moreover, while the example assumes a 5% annual
return, the Fund's actual performance will vary and may result in an actual
return greater or less than 5%.

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The information contained in the foregoing table is provided to assist you in
understanding the various direct and indirect costs and expenses that an
investor in the Fund would bear.
- -------------
(a) Does not include any service fee on wire redemptions that may be imposed by
a shareholder's agent or predesignated bank.
(b) Subject to potential reduction as a result of the expense reimbursement
obligations of the Fund's adviser.
(c) Such expenses include custodian and transfer agency fees and other customary
Fund expenses.
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FINANCIAL HIGHLIGHTS

The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors, whose unqualified report thereon appears in the Additional
Statement. This information should be read in conjunction with the financial
statements of the Fund incorporated by reference in the Additional Statement and
sets forth selected data for a share of capital stock outstanding throughout the
period from July 11, 1994 (Commencement of Operations) through December 31,
1994:

OPERATING PERFORMANCE:
Net asset value, beginning of period ..................... $ 10.00
Increase from Investment Operations:
Net investment income .................................... 0.00
Net realized and unrealized gain on securities ........... 1.07(a)
-------
Total from investment operations ......................... 1.07
-------

NET ASSET VALUE, END OF PERIOD ........................... $ 11.07
-------
Total Return ............................................. 10.70%

RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (in thousands) ................. $17,634
Ratio of Expenses to Average Net Assets .................. 2.04%(b)
Ratio of Net Investment Loss to Average Net Assets ....... (0.26%)(b)
Portfolio Turnover Rate .................................. 12.32%

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(a) Includes the effect of realized gains prior to significant increases in
shares outstanding.
(b) Annualized.

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INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is long-term capital appreciation. The
production of any current income is incidental to this objective. As further
described below, the Fund will seek to achieve its objective by investing
primarily in the equity securities of foreign and domestic issuers principally
engaged in gold-related activities. There can be no assurance that the Fund's
investment objective will be achieved. The Fund's investment objective and
policy regarding concentration described below are fundamental policies which
may not be changed without the approval of a majority of the Fund's outstanding
voting securities.

The Fund intends to provide investors with the opportunity to invest in gold
and gold-related securities. An investment in the Fund may offer better
opportunity for capital growth for the long-term investor willing to accept
above-average risk. Since, historically, gold as a tangible asset has not always
moved in close correlation with financial assets, an investment in the Fund may
be used to diversify an existing portfolio of non-gold-related securities and
other investments.

Under normal circumstances, the Fund will invest at least 65% of its total
assets in equity securities of companies principally engaged in the exploration,
mining, fabrication, processing, distribution or trading of gold or the
financing, managing, controlling or operating companies engaged in such
activities. (Such activities and the activities of such related financing,
managing, controlling or operating companies are referred to herein as "gold-
related" activities.) For these purposes, a company will be considered to be
principally engaged in such activities if it derives more than 50% of its income
or devotes 50% or more of its assets to such activities. The Fund may also
invest in equity securities of companies engaged in similar activities with
respect to silver, platinum or other precious metals or minerals ("precious
metals-related" activities) or of companies in other industries. Equity
securities in which the Fund may invest include common stocks, preferred stocks,
securities convertible into common stock and securities having common stock
characteristics, such as rights and warrants. The Fund will invest more than
25% of its total assets in securities of companies in the group of industries
involved in gold-related or precious metals-related activities, as
described above. Potential investors in the Fund should consider the
possibly greater risk arising from the concentration of the Fund's
investments in such group of industries.

Because most of the world's gold production is outside of the United States,
the Fund expects that a significant portion of its assets may be invested in
securities of foreign issuers. The percentage of assets invested in particular
countries or regions will change from time to time in accordance with the
judgment of Gabelli Funds, Inc. (the "Adviser"), which may be based on, among
other things, consideration of the political stability and economic outlook of
these countries or regions.

The Fund expects to invest in the securities of companies located in developed
countries as well as those located in emerging markets. Investing in securities
issued by companies located in emerging markets involves not only the risks
discussed below with respect to investing in foreign securities, but also other
risks, including exposure to economic structures that are generally less diverse
and mature than, and to political systems that can be expected to have less
stability than, those of developed countries. Other characteristics of emerging
countries that may affect investment in their markets include certain national
policies that may restrict investment by foreigners in issuers or industries
deemed sensitive to relevant national interests and the absence of developed
legal structures governing private and foreign investments and private property.
The typically small size of the markets for securities issued by companies
located in emerging countries and the possibility of a low or nonexistent volume
of trading in those securities may also result in a lack of liquidity and in
price volatility of those securities.

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ers who are members of, or affiliated with members of, a regulated U.S.
commodities exchange, in accordance with applicable investment laws. Investors
should note that bullion offers the potential for capital appreciation or
depreciation, but unlike other investments does not generate income, and in
these transactions the Fund may encounter higher custody and other costs
(including shipping and insurance) than costs normally associated with ownership
of securities. The Fund may attempt to minimize the costs associated with the
actual custody of bullion by the use of receipts or certificates representing
ownership interests in bullion.

Subject to the Fund's policy of investing at least 65% of its total assets in
securities of companies engaged principally in gold-related activities, the Fund
may invest in money market instruments. In cases of abnormal market or economic
conditions, the Fund may invest up to 100% of its assets in money market
instruments for defensive purposes, although the Fund intends to stay invested
in securities satisfying its investment objective to the fullest extent
practicable. Money market instruments include obligations of the U.S. government
and its agencies and instrumentalities, commercial paper including bank
obligations, certificates of deposit (including Eurodollar certificates of
deposit) and repurchase agreements. The Fund intends to invest only in
short-term and medium-term debt securities that the Adviser believes to be of
high quality, i.e., rated in one of the two highest categories by Moody's
Investors Services, Inc. ("Moody's") or Standard & Poor's Rating Group ("S&P")
or, if unrated, determined to be equivalent in credit quality by the Adviser.
For liquidity purposes in meeting redemption requests or paying dividends or
expenses, the Fund may also invest its assets in such instruments.

As a diversified investment company, the Fund is subject to the following
limitations as to 75% of its total assets: (a) the Fund may not invest more than
5% of its total assets in the securities of any one issuer, except obligations
of the U.S. government and its agencies and instrumentalities, and (b) the Fund
may not own more than 10% of the outstanding voting securities of any one
issuer.

For hedging purposes only, the Fund may enter into forward foreign currency
exchange transactions, currency swaps, covered call and put options (listed on a
U.S. securities exchange or written in the over-the-counter market), futures
contracts and options on futures. The Fund may also enter into repurchase
agreements, purchase securities on a when-issued or delayed delivery basis and
lend its portfolio securities. For more information on these practices, see
"Additional Investment Policies" below and "Investments" in the Additional
Statement.

Although the Fund will generally invest for the long term, investment
securities may be sold from time to time without regard to the length of time
they have been held. It is anticipated that the annual turnover rate for the
Fund will not exceed 75% under normal circumstances.

Mr. Caesar Bryan will be primarily responsible for the day-to-day management of
the Fund. Mr. Bryan has been a Senior Vice President of GAMCO Investors, Inc., a
majority-owned subsidiary of the Adviser, since May 1994. Mr. Bryan served as
Senior Vice President and Portfolio Manager of Lexington Management Corporation
from 1986 until May 1994.

ADDITIONAL INVESTMENT POLICIES

GENERAL. Subject to the Fund's policy of investing at least 65% of its total
assets in securities of companies engaged principally in gold-related
activities, the Fund may invest in common stocks, preferred stocks, convertible
securities, depository receipts, bonds, notes and other debt obligations of any
maturity, warrants, options and futures contracts on securities and securities
indices, and securities of companies in bankruptcy or reorganization. Such
securities may be issued by domestic or foreign corporations or other types of
entities, governments or agencies or instrumentalities of governments or
supranational agencies. There is no minimum rating or credit quality of fixed
income securities in which the Fund may invest. Although up to 25% of the Fund's
assets may be invested in lower quality debt securities, the Fund currently does
not expect to invest in excess of 5% of its assets in fixed income securities
rated, at the time of investment, lower than BBB by S&P or Baa by Moody's or
unrated but determined by the Adviser

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4

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to be of equivalent quality. Securities rated BBB by S&P or Baa by Moody's,
while considered investment-grade, may have speculative characteristics. The
Fund also does not expect to invest in excess of 5% of its assets in securities
of unseasoned issuers (companies that have operated less than three years),
which, due to their short operating history, may have less information available
and may not be as liquid as other securities, or of companies in bankruptcy or
reorganization. The Fund may also utilize other investment strategies such as
short selling, buying or selling when-issued securities, entering into forward
commitments and engaging in various hedging strategies such as the use of
futures and options and repurchase agreements, and foreign currency
transactions, including currency swaps.

Common stocks represent the residual ownership interest in an issuer and are
entitled to the income and increase in the value of the assets and business of
the entity after all of its obligations and preferred stock are satisfied.
Common stocks fluctuate in price in response to many factors, including
historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. Preferred stock has a preference over common stock in liquidation
(and generally dividends as well) but is subordinated to the liabilities of the
issuer in all respects. As a general rule the market value of preferred stock
with a fixed dividend rate and no conversion element varies inversely with
interest rates and perceived credit risk, while the market price of convertible
preferred stock generally also reflects some element of conversion value. Bonds,
debentures, notes and money market instruments such as commercial paper and
bankers' acceptances represent obligations of the issuer. Debt securities that
are convertible into or exchangeable for common or preferred stock are
liabilities of the issuer but are generally subordinated to more senior elements
of the issuer's balance sheet. Although such securities also generally reflect
an element of conversion value, their market value also varies with interest
rates and perceived risk. Depository receipts and shares are utilized to make
investing in a particular security (usually foreign) more convenient for
investors.

INVESTMENTS IN OPTIONS, WARRANTS AND INVESTMENT COMPANIES. The Fund may invest
up to 5% of its assets in options and up to 5% of its assets in warrants to buy
securities, with no more than 2% invested in unlisted warrants. The Fund may
also invest up to 10% of its assets (5% per issuer) in securities issued by
other unaffiliated investment companies, although the Fund may not acquire more
than 3% of the voting securities of any investment company. To the extent the
Fund invests in other investment funds, the Fund's shareholders will incur
certain duplicative fees and expenses, including advisory fees.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Fund may enter into forward
commitments for the purchase or sale of securities, including on a "when-issued"
or "delayed delivery" basis. In such transactions, instruments are bought with
payment and delivery taking place in the future in order to secure what is
considered to be an advantageous yield or price at the time of the transaction.
Securities purchased under a forward commitment are subject to market
fluctuation, and no interest (or dividends) accrues to the Fund prior to the
settlement date.

SHORT SALES. The 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. The market value of the
securities sold short of any one issuer will not exceed either 5% of the Fund's
total assets or 5% of such issuer's voting securities. The Fund will not make a
short sale, if, after giving effect to such sale, the

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market value of all securities sold short exceeds 25% of the value of its
assets or the Fund's aggregate short sales of a particular class of securities
exceeds 25% of the outstanding securities of that class. Short sales may only be
made in securities fully listed on a national securities exchange. The 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 the Fund owns or has the
immediate and unconditional right to acquire at no additional cost the identical
security.

If the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a capital gain.
Although the Fund's gain is limited to the price at which it sold the security
short, its potential loss is theoretically unlimited.

REPURCHASE AGREEMENTS. The Fund may invest in repurchase agreements with
respect to any securities it owns. Repurchase agreements are considered loans to
the counterparty, and will be fully collateralized at all times with liquid high
grade debt securities and will only be entered into with financial institutions
approved by the Board of Directors. Repurchase agreements have the risk that
collateral may not be able to be disposed of at a desirable price, delays as a
result of bankruptcy of the counterparty or encumbrances of collateral or
restrictions on its disposition. The term of such agreements is usually from
overnight to one week.

BORROWINGS. The Fund may borrow from banks for temporary or emergency purposes
or to satisfy redemption requests in amounts not in excess of 15% of the Fund's
total assets, with such borrowing not to exceed 5% of the Fund's total assets
for purposes other than satisfying redemption requests. The Fund will not
purchase securities when borrowings exceed 5%.

FORWARD CURRENCY EXCHANGE CONTRACTS AND CURRENCY SWAPS. The Fund may enter
into forward currency exchange contracts and currency swaps to protect against
the effects of fluctuating rates of currency exchange and exchange control
regulations. Forward currency exchange contracts provide for the purchase or
sale of an amount of a specified currency at a future date. Currency swaps are
agreements to exchange cash flows based on changes in the values of the
reference indices. Purposes for which such currency transactions may be used
include protecting against a decline in a foreign currency against the U.S.
dollar between the trade date and the settlement date when the Fund purchases or
sells non-U.S. dollar-denominated securities, locking in the U.S. dollar value
of dividends and interest on securities held by the Fund and generally
protecting the U.S. dollar value of securities held by the Fund against exchange
rate fluctuation. While such forward contracts and currency swaps may limit
losses to the Fund as a result of exchange rate fluctuation, they will also
limit any gains that may otherwise have been realized. In addition to the
hedging risks discussed below, currency transactions include the risk securities
losses could be magnified by changes in the value of the currency in which a
security is denominated relative to the U.S. dollar.

PRECIOUS METALS FUTURES AND FORWARD CONTRACTS. The Fund may enter into futures
and forward contracts on precious metals as a hedge against changes in the
prices of precious metals held or intended to be acquired by the Fund, but not
for speculation or for achieving leverage. The Fund's hedging activities may
include purchases of futures and forward contracts as an offset against the
effect of anticipated increases in the price of a precious metal which the Fund
intends to acquire or sales of futures and forward contracts as an offset
against the effect of anticipated declines in the price of precious metals which
the Fund owns. Precious metals futures and forward contract prices can be
volatile and are influenced principally by changes in spot market prices, which
in turn are affected by a variety of political and economic factors. While the
correlation between changes in prices of futures and forward contracts and
prices of the

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precious metals being hedged by such contracts has historically been very
strong, the correlation may at times be imperfect and even a well-conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected precious metals price trends.

The Fund may also purchase and write covered call or put options on precious
metals futures contracts. Such options would be purchased solely for hedging
purposes. Call options might be purchased to hedge against an increase in the
price of precious metals the Fund intends to acquire, and put options may be
purchased to hedge against a decline in the price of precious metals owned by
the Fund. As is the case with futures contracts, options on precious metals
futures may facilitate the Fund's acquisition of precious metals or permit the
Fund to defer disposition of precious metals for tax or other purposes.

ILLIQUID AND RESTRICTED SECURITIES. The Fund may invest up to 15% of its net
assets in illiquid securities as to which market quotations are not readily
available, including repurchase agreements with more than seven days to
maturity. Within this 15% limitation, the Fund may invest up to 10% of its net
assets in securities with legal or contractual restrictions on resale. Up to 5%
of the Fund's net assets may be invested in the securities of issuers which,
together with any predecessor, have been in continuous operation for less than
three years. Nevertheless, to the extent it can do so consistent with the
foregoing limitations, the Fund may invest in non-publicly traded securities,
including securities that are not registered under the Securities Act of 1933,
as amended, but that can be offered and sold to qualified institutional buyers
under Rule 144A under that Act. The Board of Directors has adopted guidelines
and delegated to the Adviser, subject to the supervision of the Board of
Directors, the daily function of determining and monitoring the liquidity of
Rule 144A securities. Rule 144A securities may become illiquid if qualified
institutional buyers are not interested in acquiring the securities.

Disposition of illiquid securities often takes more time than for more liquid
securities, may result in higher selling expenses and may not be able to be made
at desirable prices.

See the Additional Statement for more information about these securities and
investment practices.

RISK FACTORS

All securities investments are subject to risks. The equity securities in which
the Fund may invest are generally subordinated to the claims of creditors, and
market prices are subject to the performance of the issuer, its financial health
and market perceptions. In addition, as further described below, there are
special risks inherent in the Fund's policies of investing in gold and
gold-related securities. For certain additional risks relating to the Fund's
investment policies, see "Additional Investment Policies" above.

GOLD-RELATED RISKS. The Fund intends to invest at least 65% of its total assets
in securities of companies engaged in gold-related activities. As a result of
this policy, which is a fundamental policy of the Fund, the Fund's investments
may be subject to greater risk and market fluctuation than a fund that invests
in securities representing a broader range of investment alternatives.
Historically, stock prices of companies involved in precious metals-related
industries have been volatile. Investments related to gold and other precious
metals and minerals are considered speculative and are affected by a variety of
world-wide economic, financial and political factors. Prices of gold and other
precious metals may fluctuate sharply over short periods of time due to changes
in inflation or expectations regarding inflation in various countries, the
availability of supplies of precious metals, changes in industrial and
commercial demand, metal sales by governments, central banks or international
agencies, investment speculation, monetary and other economic policies of
various governments and government restrictions on private ownership of certain
precious metals and minerals.

FOREIGN SECURITIES. Investments in foreign securities involve certain risks not
ordinarily associated with investments in securities of domestic issuers,
including fluctuations in foreign exchange rates, future political and economic
developments, and the possible imposition of exchange controls or other foreign
governmental laws or restrictions. In

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addition, with respect to certain countries, there is the possibility of
expropriation of assets, confiscatory taxation, political or social instability
or diplomatic developments which could adversely affect investments in those
countries.

There may be less publicly available information about a foreign company than
about a U.S. company, and accounting, auditing and financial reporting standards
and requirements may not be comparable. Securities of many foreign companies are
less liquid and their prices more volatile than securities of comparable U.S.
companies. Transaction costs of investing in non-U.S. securities markets are
generally higher than markets in the U.S. There is generally less government
supervision and regulation of exchanges, brokers and issuers than there is in
the U.S. The Fund might have greater difficulty taking appropriate legal action
in non-U.S. courts. Depository receipts that are not sponsored by the issuer may
be less liquid.

Dividend and interest income from non-U.S. securities will generally be subject
to withholding taxes by the country in which the issuer is located and may not
be recoverable by the Fund or the investor.

Such investments in securities of foreign issuers are frequently denominated in
foreign currencies and because the Fund may temporarily hold uninvested reserves
in bank deposits in foreign currencies, the value of the Fund's assets as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
currency rates and exchange control regulations, and the Fund may incur costs in
connection with conversions between various currencies.

The Adviser will attempt to manage these risks so that such strategies and
investments benefit the Fund, but no assurance can be given that they will be
successfully managed.

DERIVATIVE TRANSACTIONS. As described above, the Fund may invest in options and
warrants, forward foreign currency exchange contracts, currency swaps, precious
metals futures and forward contracts, options on futures and other transactions
using derivative instruments. Derivative transactions have certain risks,
including imperfect market correlations, dependence on the credit of the
counterparty, possible inability to enter into offsetting transactions and
market fluctuations, that can result in the Fund being in a worse position
than if the transaction had not occurred. The loss from the Fund's investing
in futures and other derivative transactions is potentially unlimited.

MANAGEMENT OF THE FUND

The Fund's Board of Directors (who, with its officers, are described in the
Additional Statement) has overall responsibility for the management of the Fund.
The Board of Directors decides upon matters of general policy and reviews the
actions of Gabelli & Company, Inc. (the "Distributor") and the Adviser. Pursuant
to an Investment Advisory Contract with the Fund, the Adviser, under the
supervision of the Fund's Board of Directors, provides a continuous investment
program for the Fund's portfolio; provides investment research and makes and
executes recommendations for the purchase and sale of securities and gold and
other precious metals; provides facilities and personnel, and the exercise of
all voting and other rights appertaining thereto required for the Fund's
administrative management; supervises the performance of administrative and
professional services provided by others; and pays the compensation of the
Administrator and all officers and directors of the Fund who are its affiliates.
As compensation for its services and the related expenses borne by the Adviser,
the Fund pays the Adviser a fee, computed daily and payable monthly, equal, on
an annual basis, to 1.00% of the Fund's average daily net assets, which is
higher than that paid by most mutual funds. The Adviser is located at One
Corporate Center, Rye, New York 10580-1434.

The Adviser was formed in 1980 and as of March 31, 1995 acts as investment
adviser to the following funds with aggregate assets in excess of $3.7 billion:

Net Assets
Open-end funds: 3/31/95
- --------------- -------
(in millions)
The Gabelli Asset Fund ...................................... $1,048
The Gabelli Growth Fund ..................................... 478
The Gabelli Value Fund, Inc. ................................ 463
The Gabelli Small Cap Growth Fund ........................... 212
The Gabelli Equity Income Fund .............................. 51
The Gabelli U.S. Treasury Money Market Fund ................. 264
The Gabelli ABC Fund ........................................ 23
The Gabelli Global Telecommunications Fund .................. 132

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8

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The Gabelli Global Interactive Couch Potato(TM)(C) Fund...... 27
The Gabelli Global Convertible Securities Fund .............. 17
Gabelli Gold Fund, Inc. ..................................... 16

Closed-end funds:
- -----------------
The Gabelli Equity Trust Inc. ............................... 856
The Gabelli Global Multimedia Trust Inc. .................... 66
The Gabelli Convertible Securities Fund Inc. ................ 90

Gabelli & Company, Inc., the Distributor of each open-end fund's respective
shares, is an indirect majority owned subsidiary of the Adviser. GAMCO
Investors, Inc. ("GAMCO"), a majority owned subsidiary of the Adviser, acts as
investment adviser for individuals, pension trusts, profit sharing trusts and
endowments. As of March 31, 1995, GAMCO had aggregate assets in excess of $4.5
billion under its management. Teton Advisers LLC, an affiliate of the Adviser,
acts as Investment Adviser of The Westwood Funds with assets under management in
excess of $28 million. Mr. Mario J. Gabelli may be deemed a "controlling person"
of the Adviser and the Distributor on the basis of his ownership of stock of the
Adviser.

In addition to the fee of the Adviser, the Fund is responsible for the payment
of all its other operating expenses, which include, among other things, expenses
for legal and independent auditor services, costs of printing all materials sent
to shareholders, charges of State Street Bank and Trust Company (the
"Custodian", "Transfer Agent" and "Dividend Paying Agent") and any other persons
hired by the Fund, securities registration fees, fees and expenses of
unaffiliated directors, accounting and printing costs for reports and similar
materials sent to shareholders, membership fees in trade organizations, fidelity
bond and liability coverage for the Fund's directors, officers and employees,
interest, brokerage and other trading costs, taxes, expenses of qualifying the
Fund for sale in various jurisdictions, expense of its distribution plan adopted
under Rule 12b-1, expenses of personnel performing shareholder servicing
functions, litigation and other extraordinary or nonrecurring expenses and other
expenses properly payable by the Fund.

The Additional Statement contains further information about the Investment
Advisory Contract, including a more complete description of the advisory and
expense arrangements and administrative provisions.

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 Fund. The securities in which
the Fund might invest may thereby be limited to some extent. However, the
Adviser does not believe that the investment activities of its affiliates will
have a material adverse effect upon the Fund in seeking to achieve its
investment objective.

The Adviser has entered into an Administration Contact with Furman Selz
Incorporated (the "Administrator") pursuant to which the Administrator provides
certain administrative services necessary for the Fund's operations. These
services include the preparation and distribution of materials for meetings of
the Fund's Board of Directors, compliance testing of Fund activities and
assistance in the preparation of proxy statements, reports to shareholders and
other documentation. The Adviser pays the Administrator a monthly fee at the
annual rate of .10% of the average net assets of the Gabelli funds under its
administration (with a minimum annual fee of $40,000 per portfolio and subject
to reduction to .075% on assets in excess of $350 million and subject to further
reduction to .06% on assets in excess of $600 million) for such services, which,
together with the services to be rendered, are subject to negotiation between
the parties and both parties retain the right unilaterally to terminate the
arrangement on not less than 60 days' notice. The Administrator has its
principal office at 237 Park Avenue, New York, New York 10017.

DISTRIBUTION PLAN

The Board of Directors of the Fund has approved on behalf of the Fund as being
in the best interests of the Fund and its shareholders, and the Fund's sole
shareholder has approved, a Distribution Plan which authorizes payments by the
Fund in connection with the distribution of its shares at an annual rate, as
determined from time to time by the Board of Directors, of up to .25% of the
Fund's average daily net assets. Payments may be made in subsequent years for
expenses incurred in prior years. The potential
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9

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for such subsequent payments is a contingent liability for which no amount is
currently being recorded because the Fund does not have a reasonable basis on
which to conclude that the Board of Directors will approve such payment.
Interest, carrying or other financing charges on unreimbursed amounts could also
be considered a distribution expense if the Board so determined and would in
such event also potentially be subject to carryover to a future year upon
specific approval by the Board.

Payments may be made by the Fund under its Distribution Plan for the purpose of
financing any activity primarily intended to result in the sale of shares as
determined by the Board of Directors. Such activities typically include
advertising; compensation for sales and sales marketing activities of the
Distributor, banks, broker-dealers and service providers; shareholder account
servicing; production and dissemination of prospectus and sales and marketing
materials; and capital or other expenses of associated equipment, rent,
salaries, bonuses, interest and other overhead. To the extent any activity is
one which the Fund may finance without its Distribution Plan, the Fund may also
make payments to finance such activity outside of the Plan and not subject to
its limitations.

The Plan has been implemented by written agreements between the Fund and/or the
Distributor and each person (including the Distributor) to which payments may be
made. Administration of the Plan is regulated by Rule 12b-1 under the Investment
Company Act of 1940, which includes requirements that the Board of Directors
receive and review, at least quarterly, reports concerning the nature and
qualification of expenses for which payments are made, that the Board of
Directors approve all agreements implementing the Plan and that the Plan may be
continued from year to year only if the Board of Directors concludes at least
annually that continuation of such Plan is likely to benefit shareholders.

The Board of Directors has initially implemented the Plan by having the Fund
enter into an agreement with the Distributor authorizing reimbursement of
expenses (including overhead) incurred by the Distributor and its affiliates
up to the .25% rate authorized by the Plan for distribution activities of the
types listed above. To the extent any of these payments are based on
allocations by the Distributor, the Fund may be considered to be
participating in joint distribution activities with other funds distributed
by the Distributor. Any such allocations would be subject to approval by the
Fund's non-interested Directors and would be based on such factors as the net
assets of the Fund, the number of shareholder inquiries and similar pertinent
criteria.

PURCHASE OF SHARES

Shares of the Fund are currently offered without a sales load as an investment
vehicle for individuals, institutions, fiduciaries and retirement plans.

The minimum initial investment in the Fund is currently $1,000. The Fund will
increase its minimum initial investment to $10,000 when it has either 10,000
shareholders or over $100,000,000 of assets under management. There is no
minimum for subsequent investments in the Fund. Investments through an
Individual Retirement Account or other retirement plans, however, have different
requirements (see "Retirement Plans"). Shares of the Fund are sold at the net
asset value per share next determined after receipt of an order by the Fund's
Distributor or transfer agent in proper form with accompanying check or bank
wire or other payment arrangements satisfactory to the Fund. Although most
shareholders elect not to receive stock certificates, certificates for whole
shares only can be obtained on specific written request to the transfer agent.

Shares of the Fund may also be purchased through shareholder agents that are
not affiliated with the Fund or the Distributor. There is no sales or service
charge imposed by the Fund other than as described, but agents who do not
receive distribution payments or sales charges may impose a charge to the
investor for their services. Such fees may vary among agents, and such agents
may impose higher initial or subsequent investment requirements than those
established by the Fund. Services provided by broker-dealers may include
allowing the investor to establish a margin account and to borrow on the value
of the Fund's shares in that account. It is the responsibility of the
shareholder's agent to establish procedures which would assure that upon receipt
of
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10

<PAGE>
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an order to purchase shares of the Fund the order will be transmitted so that
it will be received by the Distributor before the time when the price applicable
to the buy order expires.

Prospectuses, sales material and applications may be obtained from the
Distributor. The Fund and its Distributor reserve the right in their sole
discretion (1) to suspend the offering of the Fund's shares and (2) to reject
purchase orders when, in the judgment of the Fund's management, such rejection
is in the best interests of the Fund.

The net asset value per share of the Fund is determined as of the close of the
regular session of the New York Stock Exchange, which is generally 4:00 p.m.,
New York City time, on each day that trading is conducted on the New York Stock
Exchange, by dividing the value of the 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 number of shares
outstanding at the time the determination is made. Foreign securities are valued
as of the close of trading on the primary exchange on which they trade. Fund
securities for which market quotations are readily available are valued at
market value as determined by the last quoted sale price prior to the valuation
time on the valuation date in the case of securities traded on securities
exchanges or other markets for which such information is available. Other
readily marketable securities are valued at the average of the latest bid and
asked quotations for such securities prior to the valuation time. Debt
securities with remaining maturities of 60 days or less are valued at amortized
cost, which the Board of Directors believes represents fair value. Gold and
other precious metals held by the Fund are valued daily at fair market value,
based upon price quotations in common use, in such manner as the Board of
Directors from time to time determines in good faith to reflect most accurately
their fair market value. All other assets are valued at fair value as determined
by or under the supervision of the Board of Directors. See "Determination of Net
Asset Value" in the Additional Statement.

MAIL. To make an initial purchase by mail, send a completed subscription order
form with a check for the amount of the investment payable to the Fund to:

The Gabelli Funds
P.O. Box 8308
Boston, MA 02266-8308

Subsequent purchases do not require a completed application and can be made by
(1) mailing a check to the same address noted above or (2) bank wire, as
indicated below. The exact name and number of the shareholder's account should
be clearly indicated.

Checks will be accepted if drawn in U.S. currency on a domestic bank for less
than $100,000. U.S. dollar checks drawn against a non-U.S. bank may be subject
to collection delays and will be accepted only upon actual receipt of funds by
the Transfer Agent. Bank collection fees may apply.

BANK WIRE. To initially purchase shares of the Fund using the wire system for
transmittal of money among banks, an investor should first telephone the Fund at
1-800-422-3554 to obtain a new account number. The investor should 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
Attn: Shareholder Services
Re: Gabelli Gold Fund
A/C # ---------------------------------------------------------
Account of (Registered Owner)
----------------------------------------------------
225 Franklin Street, Boston, MA 02110

For initial purchases, the investor should promptly complete and mail the
subscription order form to the address shown above for mail purchases. There may
be a charge by your bank for transmitting the money by bank wire but State
Street Bank and Trust Company does not charge investors in the Fund for the
receipt of wire transfers. If you are planning to wire funds, it is suggested
that you instruct your bank early in the day so the wire transfer can be
accomplished the same day.

OVERNIGHT MAIL OR PERSONAL DELIVERY. Deliver a check made payable to the Fund
in which you wish to invest along with a completed subscription order form to:

The Gabelli Funds
The BFDS Building, 6th Floor
Two Heritage Drive
North Quincy, MA 02171
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11

<PAGE>
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TELEPHONE INVESTMENT PLAN. You may purchase additional shares of the Fund by
telephone through the Automated Clearing House (ACH) system as long as your bank
is a member of the ACH system and you have a completed, approved Investment Plan
application on file with our Transfer Agent. The funding for your purchase will
be automatically deducted from the ACH eligible account you designate on the
application. Your investment will normally be credited to your Mutual Fund
account on the first business day following your telephone request. Your request
must be received no later than 4:00 p.m. eastern time. There is a minimum of
$100 for each telephone investment. Any subsequent changes in banking
information must be submitted in writing and accompanied by a sample voided
check. To initiate an ACH purchase, please call 1-800-GABELLI (1-800-422-3554)
or 1-800-872-5365. Fund shares purchased through the Telephone or Automatic
Investment Plan will not be available for redemption for up to fifteen (15) days
following the purchase date.

AUTOMATIC INVESTMENT PLAN. The Fund offers an automatic monthly investment
plan, details of which can be obtained from the Distributor. There is no minimum
initial investment for accounts establishing an automatic investment plan.

SYSTEMATIC WITHDRAWAL PLAN. The Fund offers a systematic withdrawal program for
shareholders whereby they can authorize an automatic redemption on a monthly,
quarterly or annual basis. Details can be obtained from the Distributor.

OTHER INVESTORS. No minimum initial investment is required for officers,
directors or full-time employees of the Fund, other investment companies managed
by the Adviser, the Adviser, the Administrator, the Transfer Agent, the
Distributor or their affiliates, including members of the "immediate family" of
such individuals and retirement plans and trusts for their benefit. The term
"immediate family" refers to spouses, children and grandchildren (adopted or
natural), parents, grandparents, siblings, a spouse's siblings, a sibling's
spouse and a sibling's children.

REDEMPTION OF SHARES

Upon receipt by the Distributor or the Transfer Agent of a redemption request
in proper form, shares of the Fund will be redeemed at their next determined net
asset value. Redemption requests received after the time as of which the Fund's
net asset value is determined on a particular day will be redeemed at the net
asset value of the Fund determined on the next day that net asset value is
determined. Checks for redemption proceeds will normally be mailed to the
shareholder's address of record within seven days, but will not be mailed until
all checks in payment for the purchase of the shares to be redeemed have been
honored, which may take up to 15 days. Redemption requests may be made by letter
to the Transfer Agent, specifying the name of the Fund, the dollar amount or
number of shares to be redeemed and the account number. The letter must be
signed in exactly the same way the account is registered (if there are more than
one owner of the shares, all must sign) and, if any certificates for the shares
to be redeemed are outstanding, presentation of such certificates properly
endorsed is also required. Signatures on the redemption request and/or
certificates must be guaranteed by an "eligible guarantor institution," which
includes certain banks, brokers, dealers, credit unions, securities exchanges
and associations, clearing agencies and savings associations (signature
guarantees by notaries public are not acceptable). Shareholders may also redeem
the Fund's shares through shareholder agents, who have made arrangements with
the Fund permitting them to redeem shares by telephone or facsimile transmission
and who may charge shareholders a fee for this service if they have not received
any payments under the appropriate Distribution Plan. It is the responsibility
of the shareholder's agent to establish procedures which would assure that upon
receipt of a shareholder's order to redeem shares of the Fund the order will be
transmitted so that it will be received by the Fund before the time when the
price applicable to the order expires.

Further documentation, such as copies of corporate resolutions and instruments
of authority, are normally requested from corporations, administrators,
executors, personal representatives, trustees
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12

<PAGE>
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or custodians to evidence the authority of the person or entity making the
redemption request.

The Fund may suspend the right of redemption or postpone the date of payment
for more than seven days during any period when (1) trading on the New York
Stock Exchange is restricted or the Exchange is closed, other than customary
weekend and holiday closings; (2) the Securities and Exchange Commission has by
order permitted such suspension or (3) an emergency, as defined by rules of the
Securities and Exchange Commission, exists, making disposal of portfolio
investments or determination of the value of the net assets of the Fund not
reasonably practicable.

To minimize expenses, the Fund reserves the right to redeem, upon not less than
30 days' notice, all shares of the Fund in an account (other than an IRA) which
as a result of shareholder redemption has a value below $500. However, a
shareholder will be allowed to make additional investments prior to the date
fixed for redemption to avoid liquidation of the account.

TELEPHONE REDEMPTION BY CHECK. Each Fund accepts telephone requests for
redemption of unissued shares, subject to a $25,000 limitation. By calling
either 1-800-GABELLI (422-3554) or 1-800-872-5365, you may request that a check
be mailed to the address of record on the account, provided that the address has
not changed within thirty (30) days prior to your request. The check will be
made payable to the person in whose name the account is registered and will
normally be mailed within seven (7) days.

BY BANK WIRE. The Fund accepts telephone requests from any investor for wire
redemption in excess of $1,000 (but subject to a $25,000 limitation) to a
predesignated bank either on the subscription order form or in a subsequent
written authorization with the signature guaranteed. The Fund accepts signature
guaranteed written requests for redemption by bank wire without limitation. The
proceeds are normally wired on the following business day. Your bank must be
either a member of the Federal Reserve System or have a correspondent bank which
is a member. Any change to the banking information made at a later date must be
submitted in writing with a signature guarantee. The Fund will not impose a wire
service fee. A shareholder's agent or the predesignated bank, however, may
impose its own service fee on wire transfers.

Requests for telephone redemption must be received between 9:00 a.m. and 4:00
p.m. eastern time. If your telephone call is received after this time or on a
day when the New York Stock Exchange is not open, the request will be entered
the following business day. Shares are redeemed at the net asset value next
determined following your request. The Fund's shares purchased by check or
through the automatic purchase plan will not be available for redemption
for up to fifteen (15) days following the purchase. Shares held in
certificate form must be returned to the Transfer Agent for redemption
of shares. Telephone redemption is not available for IRAs.

The proceeds of a telephone redemption may be directed to an account in another
mutual fund advised by the Adviser provided the account is registered in the
redeeming shareholder's name. Such purchase will be made at the respective net
asset value plus any applicable sales charge with credit given for any sales
charge previously paid to the Distributor.

The Fund and its transfer agent will not be liable for following telephone
instructions reasonably believed to be genuine. In this regard, the Fund and its
transfer agent require personal identification information before accepting a
telephone redemption. If the Fund or its transfer agent fail to use reasonable
procedures, the Fund may be liable for losses due to fraudulent instructions. A
shareholder may redeem shares by telephone unless he elects in the subscription
order form not to have such ability.

RETIREMENT PLANS

The Fund has available a form of Individual Retirement Account ("IRA") for
investment in shares which may be obtained from the Distributor. The minimum
investment required to open an IRA for investment in shares of the Fund is
$1,000 for an individual, except that both the individual and his or her spouse
may establish separate IRAs if their combined investment is $1,250. There is no
minimum for additional investment in an IRA.

Investors who are self-employed may purchase shares of the Fund through
tax-deductible contributions to retirement plans for self-employed persons,
known as Keogh or H.R. 10 plans. The Fund does not currently act as a Sponsor
for such plans. The Fund's shares may also be a suitable investment for other
types of qualified pension or salary reduction plans known as "401(k) Plans"
which give participants the right to defer portions of their compensation for
investment on a tax-deferred basis until distributions are made from the plans.
The minimum initial investment for an individual
- -------------------------------------------------------------------------------
13

<PAGE>
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under such plans is $1,000, and there is no minimum for additional investments.

Under the Internal Revenue Code of 1986 (the "Code"), individuals may make
wholly or partly tax deductible IRA contributions of up to $2,000 annually,
depending on whether they are active participants in an employer-sponsored
retirement plan and on their income level. However, dividends and distributions
held in the account are not taxed until withdrawn in accordance with the
provisions of the Code. An individual with a non-working spouse may establish a
separate IRA for the spouse under the same conditions and contribute a maximum
of $2,250 annually to either or both IRAs, provided that no more than $2,000 may
be contributed to the IRA of either spouse.

Investors should be aware that they may be subject to penalties or additional
tax on contributions to or withdrawals from IRAs or other retirement plans which
are not permitted by the applicable provisions of the Internal Revenue Code.
Persons desiring information concerning investments through IRA accounts or
other retirement plans should write or telephone the Distributor.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each dividend and capital gains distribution, if any, declared by the Fund on
its outstanding shares will, unless the shareholder elects otherwise, be paid on
the payment date fixed by the Board of Directors in additional shares of the
Fund having an aggregate net asset value as of the ex-dividend date of such
dividend or distribution equal to the cash amount of such distribution. An
election to receive dividends and distributions may be changed by notifying the
Fund 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 Fund will pay any
dividends or realize any capital gains. However, the Fund currently intends to
pay dividends and capital gains distributions, if any, on an annual basis.

The Fund has qualified and intends to continue to qualify for tax treatment as a
"Regulated Investment Company" under the Internal Revenue Code in order to be
relieved of federal income tax on that part of its net investment income and
realized capital gains which it pays out to its shareholders.

To qualify, the Fund must meet certain relatively complex tests, including the
requirement that less than 30% of its gross income (exclusive of losses) must be
derived from the sale or other disposition of securities held for less than
three months. The loss of such status by the Fund would result in the Fund being
subject to Federal income tax on its taxable income and gains.

Dividends out of net investment income and distributions of realized short-term
capital gains are taxable to the recipient shareholders as ordinary income. In
the case of corporate shareholders, such distributions are eligible for the
dividends received deduction subject to proportionate reduction if the aggregate
qualifying dividends received by the Fund from domestic corporations in any year
are less than its "gross income" as defined by the Code. Distributions out of
long-term capital gains are taxable to the recipient as long-term capital gains.
Dividends and distributions declared by the Fund may also be subject to state
and local taxes. Prior to investing in shares of the Fund, prospective
shareholders may wish to consult their tax advisers concerning the federal,
state and local tax consequences of such investment.

GENERAL INFORMATION

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES. The Fund was organized as
a Maryland corporation on May 13, 1994. Its authorized capital stock consists of
1,000,000,000 shares of stock having a par value of one tenth of one cent
($.001) per share. The Fund 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 Fund'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
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14

<PAGE>
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shares, when issued in accordance with the terms of the offering, will be
fully paid and nonassessable. Shares will be redeemed at net asset value, at the
option of the shareholder.

The Fund sends semi-annual and annual reports to all shareholders which include
lists of portfolio securities and other assets and the 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, the 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 the Fund have 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, the
Fund does not issue certificates evidencing shares.

PORTFOLIO TURNOVER. The investment policies of the Fund 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. During the fiscal period ended December 31, 1994,
the portfolio turnover rate was 12%.

Portfolio turnover generally involves some expense to the Fund, including
brokerage commissions or dealer mark-ups and other transaction costs on the sale
of securities and reinvestment in other securities. Rapid turnover makes it more
difficult to qualify as a passthrough entity for federal tax purposes in view of
a requirement that the Fund obtain less than 30% of its gross income in any tax
year from gains on the sale of securities held less than three months. Failure
of the Fund to qualify as a passthrough entity would result in federal taxation
of the Fund at the standard corporate rate of 34% and may adversely affect
returns to shareholders. The portfolio turnover rate is computed by dividing the
lesser of the amount of the securities and other assets purchased or securities
and other assets sold by the average monthly value of securities and other
assets owned during the year (excluding securities whose maturities at
acquisition were one year or less).

PERFORMANCE INFORMATION. The 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 net asset value for the one, five and ten year periods (if
applicable) and the life of the Fund through the most recent calendar quarter,
assuming reinvestment of all dividends and distributions. The Fund may also
furnish total return calculations for other periods based on investments at
various net asset values.

CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. State Street Bank and
Trust Company is the Custodian for the Fund's cash and securities and other
assets as well as the Transfer and Dividend Disbursing Agent for its shares.
Boston Financial Data Services, Inc., an affiliate of State Street Bank and
Trust Company, performs the shareholder services on behalf of State Street and
is located at the BFDS Building, Two Heritage Drive, North Quincy, MA 02171.
State Street Bank and Trust Company does not assist in and is not responsible
for investment decisions involving assets of the Fund.

INFORMATION FOR SHAREHOLDERS. All shareholder inquiries regarding
administrative procedures, including the purchase and redemption of shares,
should be directed to the Distributor, Gabelli & Company, Inc., One Corporate
Center, Rye, New York 10580-1434. For assistance, call 1-800-GABELLI
(1-800-422-3554).

This Prospectus omits certain information contained in the Registration
Statement filed with the Securities and Exchange Commission. Copies of the
Registration Statement, including items omitted herein, may be obtained from the
Commission by paying the charges prescribed under its rules and regulations. The
Statement of Additional Information included in such Registration Statement may
be obtained without charge from the Fund or its Distributor.
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TABLE OF CONTENTS

PAGE
----
Table of Fees and Expenses .............................................. 2

Financial Highlights .................................................... 2

Investment Objectives and Policies ...................................... 3

Additional Investment Policies .......................................... 4

Risk Factors ............................................................ 7

Management of the Fund .................................................. 8

Distribution Plan ....................................................... 9

Purchase of Shares ...................................................... 10

Redemption of Shares .................................................... 12

Retirement Plans ........................................................ 13

Dividends, Distributions and Taxes ...................................... 14

General Information ..................................................... 14

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No dealer, salesman or other person has been authorized to give any information
or to make any representation other than those contained in this Prospectus, and
if given or made, such information representation may not be relied upon as
being authorized by the Fund, the Adviser, the Administrator, the Distributor or
any affiliate thereof. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy in any state to any person to whom it is
unlawful to make such offer in such state.
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Gabelli
Gold
Fund,
Inc.

PROSPECTUS

May 1, 1995

GABELLI FUNDS, INC.
Investment Adviser

GABELLI & COMPANY, INC.
Distributor

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GABELLI GOLD FUND, INC.

One Corporate Center
Rye, New York 10580-1434

Telephone 1-800-GABELLI (1-800-422-3554)

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1995

This Statement of Additional Information ("Additional Statement") relates to
Gabelli Gold Fund, Inc., a Maryland corporation (the "Fund"), and is not a
prospectus and is only authorized for distribution when preceded or accompanied
by the Fund's prospectus dated May 1, 1995, as supplemented from time to time
(the "Prospectus"). This Statement of Additional Information contains
information in addition to that set forth in the Prospectus into which this
document is incorporated by reference and should be read in conjunction with the
Prospectus. Additional copies of this document may be obtained without charge by
writing or telephoning the Fund at the address and telephone number set forth
above.

TABLE OF CONTENTS

PAGE

Investments .................................................... B-2

The Adviser .................................................... B-11

The Distributor ................................................ B-13

Directors and Officers ......................................... B-14

Investment Restrictions ........................................ B-17

Portfolio Transactions and Brokerage ........................... B-18

Purchase and Redemption of Shares .............................. B-19

Dividends, Distributions and Taxes ............................. B-19

Investment Performance Information ............................. B-22

Counsel and Independent Auditors ............................... B-23

Appendix - Description of Ratings .............................. B-24

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THE FOLLOWING INFORMATION SUPPLEMENTS THAT IN THE PROSPECTUS

INVESTMENTS

Subject to the Fund's policy of investing at least 65% of its assets in the
securities of foreign and domestic companies engaged principally in gold-related
activities, the Fund may invest in any of the securities described below.

EQUITY SECURITIES

Because the Fund in seeking to achieve its investment objective may invest in
the common stocks of both domestic and foreign issuers, an investment in the
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 the 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
the 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 the 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 the 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 they are senior to common
stocks, such securities tend to have less possibility of capital appreciation.

Some of the securities in the Fund 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 are usually withdrawable 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.

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B-2

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BULLION OF GOLD AND OTHER PRECIOUS METALS

The Fund may also invest up to 10% of its total assets in bullion of gold and
other precious metals ("bullion"). Bullion will only be bought and sold through
U.S. and foreign banks, regulated U.S. commodities exchanges, exchanges
affiliated with a regulated U.S. stock exchange, and dealers who are members of,
or affiliated with members of, a regulated U.S. commodities exchange, in
accordance with applicable investment laws. Investors should note that bullion
offers the potential for capital appreciation or depreciation, but unlike other
investments does not generate income, and in these transactions the Fund may
encounter higher custody and other costs (including shipping and insurance) than
costs normally associated with ownership of securities. The Fund may attempt to
minimize the costs associated with the actual custody of bullion by the use of
receipts or certificates representing ownership interests in bullion.

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 and money market instruments such as commercial paper and bankers
acceptances. There is no minimum credit rating for these securities in which the
Fund may invest. Accordingly, the Fund could invest in securities in default
although the Fund will not invest more than 5% of its assets in such securities.

Up to 25% of the Fund's assets may be invested in lower quality debt securities
although the Fund currently does not expect to invest more than 5% of its assets
in such securities. 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 Investors Service, Inc.
("Moody's") and Standard and Poor's Rating Group ("S&P"), respectively, which
ratings are considered investment grade, possess some speculative
characteristics. See "Appendix - Description of Ratings." There are risks
involved in applying credit ratings as a method of 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. The Fund will rely on
the judgment, analysis and experience of its adviser, Gabelli Funds, Inc. (the
"Adviser"), 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

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B-3
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business forecasts, or the unavailability of additional financing.

Factors adversely affecting the market value of high yield and other fixed
income securities will adversely affect the Fund's net asset value. In addition,
the Fund may incur additional expenses to the extent that it is required to seek
recovery upon a default in the payment of principal of 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 the 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 the Fund to obtain
accurate market quotations for purposes of valuing its portfolio. Market
quotations are generally available on many high yield issuers 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 to value the securities becomes more difficult and judgment
plays a greater role in valuation because there is less reliable, objective data
avaialble.

CONVERTIBLE SECURITIES

The 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 unrated but of
equivalent credit quality in the judgment of the Adviser.

Some of the convertible securities in the Fund's portfolio may be "Pay-in-Kind"
securities. During a designated period from original issuance, the issuer or
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

The Fund may invest in securities issued or guaranteed by any country and
denominated in any currency. The Fund expects to invest in the securities of
companies located in developed countries as well as those located in emerging
markets. Developed markets include Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, Luxembourg, Netherlands, New
Zealand, Norway, Spain, Sweden, Switzerland, the United Kingdom and the United
States. An emerging country is any country which is generally considered to be
an emerging or developing country by the International Bank for Reconstruction
and Development (more commonly referred to as the World Bank) and

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B-4

<PAGE>

the International Finance Corporation, as well as countries that are
classified by the United Nations or otherwise regarded by its authorities as
emerging or developing, at the time of the Fund's investment. 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 Fund may also purchase securities issued by semi-governmental or
supranational agencies such as the Asian Development Bank, the International
Bank for Reconstructional 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. The Fund will not invest more than 25% of its
assets in the securities of such supranational entities.

The Fund may invest in securities denominated in a multi-national currency
unit. An illustration of a multi-national currency unit is the European Currency
Unit (the "ECU"), which is a "basket" consisting of specified amounts of the
currencies of the member states of the European Community, a Western European
economic cooperative organization that includes France, Germany, The
Netherlands, the United Kingdom and other countries. The specific amounts of
currencies comprising the ECU may be adjusted by the Council of Ministers of the
European Community to reflect changes in relative values of the underlying
currencies. Such investments involve credit risks associated with the issuer and
currency risks associated with the currency in which the obligation is
denominated.

SECURITIES SUBJECT TO REORGANIZATION

The Fund may invest without limit 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 capital
appreciation 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 offeror and the dynamics and business climate when
the offer or proposal is in process. Since such investments are ordinarily
short-term in nature, they will tend to increase the turnover ratio of the Fund
thereby increasing its brokerage and other transaction expenses as well as make
it more difficult for the Fund to meet the tests for favorable tax treatment as
a "Regulated Investment Company" under the Internal Revenue Code of 1986, as
amended (the "Code") (see "Dividends, Distributions and Taxes" in the
Prospectus). The

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B-5

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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 as well as to monitor the effect of such investments on the tax
qualification test of the Code.

OPTIONS

The 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. The Fund's transactions in options
may be subject to specific segregation requirements. See "Hedging Transactions"
below.

If the 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
forgoes 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 the 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 the Fund the credit risk that
the counterparty will fail to honor its obligations. The Fund will not purchase
options if, as a result, the aggregate cost of all outstanding options exceeds
5% of the Fund's assets. To the extent that puts, straddles and similar
investment strategies involve instruments regulated by the Commodity Futures
Trading Commission, the Fund is limited to investments not in excess of 5% of
the its total assets.

WARRANTS AND RIGHTS

The Fund may invest up to 5% of its total 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. The Fund will not invest more than 2% of its total
assets in warrants or rights which are not listed on the New York or American
Stock Exchanges.

INVESTMENTS IN INVESTMENT COMPANIES

The Fund may invest up to 10% of its assets (5% per issuer) in securities
issued by other unaffiliated investment companies, although the Fund may not
acquire more than 3% of the voting securities of any investment company.

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B-6

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WHEN ISSUED, DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS

The Fund may enter into forward commitments for the purchase or sale of
securities, including on a "when issued" or "delayed delivery" basis. In such
transactions, instruments are bought with payment and delivery taking place in
the future in order to secure what is considered to be an advantageous yield or
price at the time of the transaction. 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 the Fund will only enter into a forward commitment with the intention of
actually acquiring the security, the 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 the Fund prior to the
settlement date. The Fund will segregate with its custodian cash or liquid
high-grade debt securities with its custodian in an aggregate amount at least
equal to the amount of its outstanding forward commitments.

SHORT SALES

The Fund may make short sales of securities. A short sale is a transaction in
which the Fund sells a security it does not own in anticipation that the market
price of that security will decline. The 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 the 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 delivery the security upon conclusion of the sale.
The Fund may have to pay a fee to borrow particular securities and is often
obligated to pay over any payments received on such borrowed securities.

The 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 highly liquid debt securities. The 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 over of any payments received by the Fund on such security,
the 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 the Fund replaces the
borrowed security, the Fund will incur a loss; conversely, if the price
declines, the Fund will realize a capital gain. Any gain will be decreased, and
any loss increased, by the transaction costs described above. Although the
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 the Fund's total assets or 5% of such issuer's voting securities.
The 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 the Fund's aggregate short sales of a particular class of securities exceeds
25% of the outstanding securities of that class. The Fund may also make short
sales "against the box" without respect

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B-7

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to such limitations. In this type of short sale, at the time of the sale, the
Fund owns or has the immediate and unconditional right to acquire at no
additional cost the identical security.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest up to a total of 15% of its net assets in securities that
are subject to restrictions on resale and securities the markets for which are
illiquid, including repurchase agreements with more than seven days to maturity.
Within this 15% limitation, the Fund may invest up to 10% of its net assets in
restricted securities and up to 5% of its net assets in the securities of
unseasoned issuers. Illiquid securities include securities the disposition of
which is subject to substantial legal or contractual restrictions. 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. 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 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 the Fund's liquidity.

To the extent it can do so consistent with the foregoing limitations, the Fund
may invest in non-publicly traded securities, including securities that are not
registered under the Securities Act of 1933, as amended, but that can be offered
and sold to qualified institutional buyers under Rule 144A under that Act. The
Board of Directors has adopted guidelines and delegated to the Adviser, subject
to the supervision of the Board of Directors, the daily function of determining
and monitoring the liquidity of Rule 144A securities. Rule 144A securities may
become illiquid if qualified institutional buyers are not interested in
acquiring the securities.

REPURCHASE AGREEMENTS

The Fund may invest in repurchase agreements, which are agreements pursuant to
which securities are acquired by the 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 the Fund is authorized to invest. Repurchase agreements may
be characterized as loans secured by the underlying securities. The 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 Fund's Board of Directors ("Qualified Institutions"). The
Adviser will monitor the continued creditworthiness of Qualified Institutions,
subject to the supervision of the Board of Directors. 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 the Fund to keep
all its assets earning interest while retaining "overnight" flexibility in
pursuit of investment of a longer-term nature.

The use of repurchase agreements involves certain risks. For example, if the
seller of securities

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B-8

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under a repurchase agreement defaults on its obligation to repurchase the
underlying securities, as a result of its bankruptcy or otherwise, the 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, the Fund's ability to dispose of the
underlying securities may be restricted. Finally, it is possible that the 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 the 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, the Fund may suffer a loss to the extent proceeds from the sale
of the underlying securities are less than the repurchase price. The 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, the 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 collateralization
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% of the value of the
Fund's assets.

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

The 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 the Fund's assets
after giving effect to the borrowing. The Fund will not make additional
investments when borrowings exceed 5% of assets. The Fund may mortgage, pledge
or hypothecate assets to secure such borrowings.

HEDGING TRANSACTIONS

Futures and Forward Contracts. The Fund may enter into futures and forward
contracts only for certain bona fide hedging, yield enhancement and risk
management purposes. The Fund may enter into futures and forward contracts on
precious metals as a hedge against changes in the prices of precious metals held
or intended to be acquired by the Fund, but not for speculation or for achieving
leverage. The Fund's hedging activities may include purchases of futures and
forward contracts as an offset against the effect of anticipated increases in
the price of a precious metal which the Fund intends to acquire or sales of
futures and forward contracts as an offset against the effect of anticipated
declines

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B-9

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in the price of precious metals which the Fund owns. Precious metals futures
and forward contract prices can be volatile and are influenced principally by
changes in spot market prices, which in turn are affected by a variety of
political and economic factors. While the correlation between changes in prices
of futures and forward contracts and prices of the precious metals being hedged
by such contracts has historically been very strong, the correlation may at
times be imperfect and even a well conceived hedge may be unsuccessful to some
degree because of market behavior or unexpected precious metals price trends.
The Fund may also enter into futures and forward 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 Commodity Futures Trading Commission, an agency of
the U.S. Government, 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. The 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 day 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. The 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 to buy or sell that is

- --------------------------------------------------------------------------------
B-10

<PAGE>
- --------------------------------------------------------------------------------

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 the Fund depending
upon market conditions prevailing and the perceived instrument needs of the
Fund. The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. As a result, the swap market
has become relatively broad and deep as compared to the markets for similar
instruments which are established in the interbank market. In accordance with
the current position of the Securities and Exchange Commission, the Fund will
treat swap transactions as illiquid for purposes of the Fund's policy regarding
illiquid securities. Futures contracts, interest rate swaps, and options on
securities, indices and futures contracts and certain currency contracts sold by
the Fund are generally subject to segregation and coverage requirements with the
result that, if the Fund does not hold the security or futures contract
underlying the instrument, the Fund will be required to segregate on an ongoing
basis with its custodian, cash, U.S. government securities, or other high grade
liquid debt obligations in an amount at least equal to the Fund's obligations
with respect to such instruments. Such amounts fluctuate as the obligations
increase or decrease. The segregation requirement can result in the Fund
maintaining securities positions it would otherwise liquidate or segregating
assets at a time when it might be disadvantageous to do so.

THE ADVISER

*The Adviser is a New York corporation with principal offices located at
One Corporate Center, Rye, New York 10580-1434.

Pursuant to an Investment Advisory Contract, which was approved by the Fund's
sole shareholder on June 15, 1994, the Adviser furnishes a continuous
investment program for the Fund's portfolio, makes the day-to-day investment
decisions for the Fund, arranges the portfolio transactions for the Fund and
generally manages the Fund's investments in accordance with the stated policies
of the Fund, subject to the general supervision of the Board of Directors of
the Fund.

Under the Investment Advisory Contract, the Adviser also (1) provides the Fund
with the services of persons competent to perform such supervisory,
administrative, and clerical functions as are necessary to provide efficient
administration of the Fund, including maintaining certain books and records and
overseeing the activities of the Fund's Custodian and Transfer Agent; (2)
oversees the performance of administrative and professional services provided to
the Fund by others, including the Fund's Custodian, Transfer Agent and Dividend
Disbursing Agent, as well as legal, accounting, auditing and other services
performed for the Fund; (3) provides the Fund, if requested, with adequate
office space and facilities; (4) prepares, but does not pay for, periodic
updating of the Fund's registration statement, Prospectus and Statement of
Additional Information, including the printing of such documents for the purpose
of filings with the Securities and Exchange Commission; (5) supervises the
calculation of the net asset value of shares of the Fund; (6) prepares, but does
not pay for, all filings under state "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 Fund and/or its
shares under such laws; and (7) prepares

- --------------------------------------------------------------------------------
B-11

<PAGE>
- --------------------------------------------------------------------------------

notices and agendas for meetings of the Fund's Board of Directors and minutes
of such meetings in all matters required by the Investment Company Act of 1940
(the "Act") to be acted upon by the Board.

The Adviser has entered into an Administration Contract with Furman Selz
Incorporated (the "Administrator") pursuant to which the Administrator provides
certain administrative services necessary for the Fund's operations but which do
not concern the investment advisory and portfolio management services provided
by the Adviser. For such services and the related expenses borne by the
Administrator, the Adviser pays a monthly fee at the annual rate of .10% of the
average net assets of the Gabelli funds under its administration (with a minimum
annual fee of $40,000 per portfolio and subject to reduction to .075% on assets
in excess of $350 million and subject to further reduction to .06% on assets in
excess of $600 million) which, together with the services to be rendered, is
subject to negotiation between the parties and both parties retain the right
unilaterally to terminate the arrangement on not less than 60 days' notice.

The Investment Advisory Contract provides 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
Fund 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 Fund. However, the Contract
provides that the Fund is not waiving any rights it may have with respect to any
violation of law which cannot be waived. The Contract also provides
indemnification for the Adviser and each of these persons for any conduct for
which they are not liable to the Fund. The Investment Advisory Contract in no
way restricts the Adviser from acting as adviser to others. The Fund has agreed
by the terms of its Investment Advisory Contract 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
Fund has further agreed that in the event that for any reason the Adviser ceases
to be its investment adviser, it will, unless the Adviser otherwise consents in
writing, promptly take all steps necessary to change its name to one which does
not include "Gabelli."

The Investment Advisory Contract is terminable without penalty by the Fund on
not more than sixty days' written notice when authorized by the Directors of the
Fund, by the holders of a majority, as defined in the Act, of the outstanding
shares of the Fund, or by the Adviser. The Investment Advisory Contract will
automatically terminate in the event of its assignment, as defined in the Act
and rules thereunder, except to the extent otherwise provided by order of the
Securities and Exchange Commission or any rule under the Act and except to the
extent the Act no longer provides for automatic termination, in which case the
approval of a majority of the disinterested directors is required for any
"assignment." The Investment Advisory Contract provides that unless terminated
it will remain in effect until July 6, 1996, and from year to year thereafter,
so long as continuance of the Investment Advisory Contract is approved annually
by the Directors, or the shareholders of the Fund and in either case, by a
majority vote of the Directors who are not parties to the Investment Advisory
Contract or "interested persons" as defined in the Act of any such person cast
in person at a meeting called specifically for the purpose of voting on the
continuance of the Investment Advisory Contract.

The Investment Advisory Contract also provides that the Adviser is obligated to
reimburse to the 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 Contract
is in effect exceed the most restrictive expense limitation imposed by the
securities law of any jurisdiction in which shares of the Fund are reg-

- --------------------------------------------------------------------------------
B-12

<PAGE>
- --------------------------------------------------------------------------------

istered or qualified for sale. Such limitation is currently believed to be
2.5% of the first $30 million of average net assets, 2.0% of the next $70
million of average net assets and 1.5% of average net assets in excess of $100
million. For purposes of this expense limitation the Fund's expenses are accrued
monthly, and the monthly fee otherwise payable to the Adviser is postponed to
the extent that the Fund's includable expenses to date exceed the proportionate
amount of such limitation to date.

THE DISTRIBUTOR

The Fund has entered into a Distribution Agreement with Gabelli & Company, Inc.
(the "Distributor"), a New York corporation which is a subsidiary of Gabelli
Funds, Inc., having principal offices located at One Corporate Center, Rye, New
York 10580-1434. The Distributor acts as agent of the Fund for the continuous
offering of its shares on a best efforts basis.

The Distribution Agreement is terminable by the Distributor or the Fund at any
time without penalty on not more than sixty nor less than thirty days' written
notice, provided, that termination by the Fund must be directed or approved by
the Board of Directors of the Fund, by the vote of the holders of a majority of
the outstanding securities of the Fund, or by written consent of a majority of
the directors who are not interested persons of the Fund or the Distributor. The
Distribution Agreement will automatically terminate in the event of its
assignment, as defined in the Act. The Distribution Agreement provides that,
unless terminated, it will remain in effect until July 6, 1996 and from year to
year thereafter, so long as continuance of the Distribution Agreement is
approved annually by the Fund's Board of Directors or by a majority of the
outstanding voting securities of the Fund, and in either case, also by a
majority of the Directors who are not interested persons of the Fund or the
Distributor.

- --------------------------------------------------------------------------------
B-13

<PAGE>
- -------------------------------------------------------------------------------

DIRECTORS AND OFFICERS

The Director and Executive Officers of the Fund, their principal business
occupations during the last five years and their affiliations, if any, with
the Adviser or the Administrator, are shown below. Directors deemed to be
"interested persons" of the Fund for purposes of the Investment Company Act
of 1940 are indicated by an asterisk. Unless otherwise indicated, the address
for each individual is One Corporate Center, Rye, New York 10580.

</TABLE>
<TABLE>
<CAPTION>
Principal Occupations During Last
Name, Position with Fund and Five Years; Affiliations with the
Address Adviser or Administrator.
- ----------------------------- -------------------------------------
<S> <C>
Mario J. Gabelli* Chairman, President, Chief Executive
Chairman of the Board Officer and a Director of
One Corporate Center Gabelli Funds, Inc., the Adviser and
Rye, New York 10580 the indirect parent of Gabelli
Age: 52 & Company, Inc., the Distributor,
Chairman, Chief Executive Officer,
Chief Investment Officer and
Director of GAMCO Investors,
Inc.; President and Chairman of The
Gabelli Equity Trust Inc. and The
Gabelli Global Multimedia Trust, Inc.;
President, Chief Investment
Officer and Director of Gabelli
Investor Funds, Inc., Gabelli Equity
Series Funds, Inc., The Gabelli
Convertible Securities Fund, Inc.,
Gabelli Global Series Funds, Inc.,
The Gabelli Value Fund Inc. and
The Gabelli Series Funds, Inc.
and President and Trustee
of The Gabelli Asset Fund, The
Gabelli Growth Fund and The Gabelli
Money Market Funds; Chairman and
Director of Lynch Corporation;
Director and Adviser of Gabelli
International Ltd.;
Director of the Morgan Group, Inc.

Caesar Bryan* Senior Vice President of GAMCO
President Investors, Inc., a
One Corporate Center majority-owned subsidiary of the
Rye, New York 10580 Adviser, since May 1994. Formerly
Age: 40 Senior Vice President and Portfolio
Manager of Lexington Management
Corporation (until May 1994).

E. Val Cerutti Chief Executive Officer of Cerutti
Director Consultants, Inc.; Former President
227 McLain Street and Chief Operating Officer of
Mount Kisco, New York 10549 Stella D'oro Biscuit
Age: 55 Company (through 1992); Adviser,
Iona College School of Business;
Director of Lynch Corporation.

Anthony J. Colavita President and Attorney at Law in
Director the law firm of Anthony J.
575 White Plains Road Colavita, P.C.; Director of Gabelli
Eastchester, New York 10709 Equity Series Funds, Inc., Gabelli
Age: 59 Global Series Funds, Inc., Gabelli
Investor Funds, Inc., The Gabelli
Value Fund Inc. and The Gabelli
Convertible Securities Fund, Inc.;
Trustee of The Gabelli Asset Fund,
The Gabelli Growth Fund and
The Westwood Funds.

</TABLE>
- -------------------------------------------------------------------------------
B-14

<PAGE>
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Principal Occupations During Last
Name, Position with Fund and Five Years; Affiliations with the
Address Adviser or Administrator.
- ----------------------------- -------------------------------------
<S> <C>
Karl Otto Pohl* Partner of Sal Oppenheim Jr. & Cie.
Director (private investment bank);
One Corporate Center Former President of the Deutsche
Rye, New York 10580 Bundesbank (Germany's Central Bank) and
Age: 64 Chairman of its Central Bank Council
(1980-1991); Currently board member
of IBM World Trade Europe/Middle
East/Africa Corp.; Bertlesmann AG;
Zurich Versicherungs-Gesellshaft
(insurance); the International Advisory
Board of General Electric Company;
the International Council for
JP Morgan & Co.; the Board of
Supervisory Directors of ROBECo/o Group;
and the Supervisory Board of Royal
Dutch (petroleum company); Advisory
Director of Unilever N.V. and Unilever
Deutschland; German Governor,
International Monetary Fund
(1980-1991); Board Member, Bank for
International Settlements (1980-1991);
Chairman, European Economic Community
Central Bank Governors (1990-1991);
Director/Trustee of all Funds managed
by the Adviser.

Werner Roeder, M.D. Director of Surgery, Lawrence
Director Hospital and practicing private
One Corporate Center physician. Director, Gabelli
Rye, New York 10580 Investor Funds, Inc. and Gabelli
Age: 54 Global Series Funds, Inc. and
Trustee of the Westwood Funds.

Anthonie C. van Ekris Managing Director of Balmac
Director International. Formerly Chairman
Le Columbia and Chief Executive Officer of
11 Blvd. Princess Grace Balfour MacLaine Corporation and
Monaco, MC98000 Kay Corporation (through 1990).
Age: 60 Director of Stahal Hardmayer
A.Z.(through present). Director,
Gabelli Equity Series Funds, Inc.
and Gabelli Global Series Funds, Inc.

Daniel E. Zucchi Senior Vice President and Director
Director of Consumer Marketing of
One Corporate Center Hearst Magazines.
Rye, New York 10580
Age: 54

Bruce N. Alpert Vice President, Treasurer and Chief
Vice President and Treasurer Financial and Administrative Officer
One Corporate Center of the investment advisory division
Rye, New York 10580 of the Adviser; President and
Age: 43 Treasurer of The Gabelli Asset
Fund, The Gabelli Growth Fund and
Gabelli International Growth Fund,
Inc.; Vice President and Treasurer
of Gabelli Equity Series Funds,
Inc., The Gabelli Equity Trust Inc.,
The Gabelli Global Multimedia
Trust, Inc., The Gabelli Money
Market Funds, The Gabelli Value
Fund Inc., Gabelli Investor Funds,
Inc., Gabelli Global Series Funds,
Inc., The Gabelli Convertible
Securities Fund, Inc. and Vice
President of The Westwood Funds and
Manager of Teton Advisers LLC.

</TABLE>
- -------------------------------------------------------------------------------
B-15

The Fund pays each Director who is not an employee of the Adviser or an
affiliated company an annual fee of $1,000 and $250 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 Fund who are
employed by the Adviser or an affiliated company receive no compensation or
expense reimbursement from the Fund.

The following table sets forth certain information regarding the compensation
of the Fund's directors and officers. Except as disclosed below, no executive
officer or person affiliated with the Fund received compensation from the Fund
for the calendar year ended December 31, 1994 in excess of $60,000.

<TABLE>
<CAPTION>
COMPENSATION TABLE

- --------------------------------------------------------------------------------------------------------------------------------
Name of Person, Aggregate Compensa- Pension or Retirement Estimated Annual Bene- Total Compensation
Position tion from the Fund* Benefits Accrued as efits Upon Retirement From the Fund and
Part of Fund Expenses Fund Complex Paid to
Directors**
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mario J. Gabelli ............ 0 0 N/A 0
Chairman of the Board
E. Val Cerutti .............. $2,000 0 N/A $ 7,000(2)
Director
Anthony J. Colavita ......... 2,000 0 N/A 59,500(10)
Director
Karl Otto Pohl .............. 2,000 0 N/A 64,750(12)
Director
Werner Roeder, M.D .......... 2,000 0 N/A 7,500(3)
Director
Anthonie C. van Ekris ....... 2,000 0 N/A 41,500(8)
Director
Daniel E. Zucchi ............ 2,000 0 N/A 2,000(1)
Director
<FN>
- --------
* Since the Fund commenced operations on July 11, 1994, the amount shown
represent those estimated to be paid during a full fiscal year.

** Represents the total compensation paid to such persons during the
calender year ending December 31, 1994 (and, with respect to the Fund,
estimated to be paid during a full calender year). The parenthetical
number represents the number of investment companies (including the
Fund) from which such person receives compensation that are considered
part of the same fund complex as the Fund, because, among other things,
they have a common investment adviser.
</TABLE>
- -------------------------------------------------------------------------------
B-16

<PAGE>
- -------------------------------------------------------------------------------

As of April 1, 1995, the following persons were 5% or greater shareholders of
the Fund:

<TABLE>
<CAPTION>
Percentage of Shares
Shareholder Outstanding(1)
----------- --------------------
<S> <C>
National Financial Services Corporation ...................... 34.97%(2)
200 Liberty Street
New York, New York

Charles Schwab & Co. Inc. (3) ................................ 7.43%(2)
101 Montgomery Street
San Francisco, California
<FN>
(1) Based on 1,605,865 shares outstanding as of April 1, 1995.
(2) Represents shares owned of record only.
(3) Charles Schwab & Co. Inc. disclaims beneficial ownership.
</TABLE>

As of the date of this Additional Statement, the officers and directors of the
Fund as a group owned less than 1% of the outstanding shares of the Fund.

INVESTMENT RESTRICTIONS

The 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 the Fund's outstanding voting securities (defined in the Act as 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 the 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 the Fund will not be considered a deviation from policy. The Fund may
not:

(1) issue senior securities, except that the Fund may borrow money from a
bank, including on margin if margin securities are owned, 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 the 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;

(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 the 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 publicly traded real estate investment trusts and publicly traded
master limited partnership interests; 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, provided that
the Fund may invest in bullion.

- -------------------------------------------------------------------------------
B-17

<PAGE>
- -------------------------------------------------------------------------------

In addition, as a diversified investment company, the Fund is subject to the
following limitations as to 75% of its total assets: (a) the Fund may not invest
more than 5% of its total assets in the securities of any one issuer, except
obligations of the U.S. Government and its agencies and instrumentalities,
and(b) the Fund may not own more than 10% of the outstanding voting securities
of any one issuer.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Adviser is authorized on behalf of the 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 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 paid whenever it appears that a 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 transaction
will usually be effected through a broker and a commission will be charged. The
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 the Fund and others whose assets they manage
in such manner as it deems equitable. In making such allocations among the 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 investment, the size of
investment commitments generally held and the opinions of the persons
responsible for managing the portfolios of the Fund and other client accounts.

The policy of the Fund regarding purchases and sales of securities and options
for its portfolio is that primary consideration will be given to obtaining the
most favorable prices and efficient execution of transactions. In seeking to
implement the 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 the Fund or
the Adviser of the type described in Section 28(e) of the Securities Exchange
Act of 1934. In doing so, the 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.

The Adviser may also place orders for the purchase or sale of portfolio
securities with Gabelli & Company, Inc. ("Gabelli"), a broker-dealer member of
the National Association of Securities Dealers, Inc. and an affiliate of the
Adviser, when it appears that, as an introducing broker or otherwise, Gabelli
can

- -------------------------------------------------------------------------------
B-18

<PAGE>
- -------------------------------------------------------------------------------

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 the
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 the
Fund.

As required by Rule 17e-1 under the Act, the Board of Directors of the 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 a 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
("Exchange"), Gabelli controls and monitors the execution of such transactions
on the floor of the Exchange through independent "floor brokers" or through the
Designated Order Turnaround ("DOT") System of the Exchange. Such transactions
are then cleared, confirmed to the Fund for the account of Gabelli, and settled
directly with the Custodian of the 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 the Fund in the same manner and
pursuant to the same arrangements on other national securities exchanges which
adopts direct access rules similar to those of the New York Stock Exchange.

PURCHASE AND REDEMPTION OF SHARES

Cancellation of purchase orders for shares of the Fund (as, for example, when
checks submitted to purchase shares are returned unpaid) cause a loss to be
incurred when the net asset value of the 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 the Fund may redeem shares from any account
registered in that shareholder's name, or by seeking other redress. If the Fund
is unable to recover any loss to itself, it is the position of the Commission
that the Distributor will be immediately obligated to make the Fund whole.

To minimize expenses, the Fund reserves the right to redeem, upon not less than
30 days notice, all shares of the 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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

GENERAL

The Fund will determine either to distribute or to retain all or part of any
net long-term capital gains in any year for reinvestment. If any such gains are
retained, the Fund will be subject to a tax of 35% of such amount. In that
event, the 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 the Fund against its Federal income tax
liability and to claim

- -------------------------------------------------------------------------------
B-19

<PAGE>
- -------------------------------------------------------------------------------

refunds to the extent the credit exceeds such liability, and (3) will increase
its basis in its shares of the Fund by an amount equal to 65% of the amount of
undistributed capital gains included in such shareholder's gross income.

Under the Code, amounts not distributed on a timely basis in accordance with a
calendar year distribution requirement are subject to a nondeductible 4% excise
tax. To avoid the tax, the Fund must distribute during each calendar year, an
amount equal to, at the minimum, 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 the
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. A distribution will be treated as paid during the
calendar year if it is paid during the calendar year or declared by the Fund in
October, November or December of the year, payable to shareholders of record on
a date during such month and paid by the 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.

Gains or losses on the sales of securities by the 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.

The Fund has qualified and intends to continue to qualify as a regulated
investment company under Subchapter M of the Code. If so qualified, the 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.

HEDGING TRANSACTIONS

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 the 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.

Generally, the hedging transactions undertaken by the 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 the Fund. In addition, losses
realized by the 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, the 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 a part of a straddle. Because only a few regulations
implementing the straddle rules have been promulgated, the tax consequences of
hedging transactions to the Fund are not entirely clear.

The Fund may make one or more of the elections available under the Code which
are applicable to straddles. If the 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

- -------------------------------------------------------------------------------
B-20

<PAGE>
- -------------------------------------------------------------------------------

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 30% limitation and the diversification requirements applicable to the Fund's
assets may limit the extent to which the 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 shares. Dividends paid by the 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 gains (which consists of the excess of long-term capital gains
over net short-term capital losses), if any, are taxable as long-term capital
gains, 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 will be taxable even though it
represents a return of invested capital. The price of shares purchased at this
time may reflect the amount of the forthcoming distribution. Those purchasing
just prior to a distribution will receive a distribution which will
nevertheless be taxable to them.

SALES OF SHARES

Upon a sale or exchange of his or her shares, a shareholder will realize a
taxable gain or loss depending upon his or her basis in the shares. Such gain or
loss will be treated as a long-term capital gain or loss if the shares have been
held for more than one year. Any loss realized on a sale or exchange will be
disallowed to the extent the shares disposed of are replaced, including
replacement through reinvestment of dividends and capital gains distributions in
the Fund, within a period of 61 days beginning 30 days before and ending 30 days
after 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 the Fund's 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 gains
received by the shareholder with respect to such shares.

BACKUP WITHHOLDING

The Fund may be required to withhold Federal income tax at the rate of 31% of
all taxable distributions payable to shareholders who fail to provide the Fund
with 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 a shareholder's Federal income
tax liability.

- -------------------------------------------------------------------------------
B-21

<PAGE>
- -------------------------------------------------------------------------------

FOREIGN WITHHOLDING TAXES

Income received by the Fund 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 Fund's assets to be invested in various
countries is not known. Because the Fund may have more than 50% of its total
assets invested in securities of foreign governments or corporations, the Fund
may be entitled to "pass-through" to shareholders the amount of foreign taxes
paid by the Fund. Shareholders are urged to consult their attorneys or tax
advisers regarding specific questions as to Federal, state or local taxes.

CREATION OF ADDITIONAL SERIES

The Fund 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 Fund's Certificate of Incorporation.

Upon liquidation of the Fund 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 shareholder.

INVESTMENT PERFORMANCE INFORMATION

The 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 the Fund through the most
recent calender quarter, assuming reinvestment of all dividends and
distributions. The Fund may also furnish total return calculations for these and
other periods, based on investments at various sales charge levels or net asset
value. Any performance data which is based on the Fund's net asset value per
share would be reduced if a sales charge were taken into account.

Quotations of yield will be based on the investment income per share earned
during a particular 30 day period, less expenses accrued during the period ("net
investment income") and will be computed by dividing net investment income by
the maximum offering price per share on the last day of the period, according
to the following formula:

YIELD = 2[ ( A-B + 1 ) 6 - 1]
---
CD

where A = dividends and interest earned during the period, B = expenses accrued
for the period (net of any reimbursements), C = the average daily number of
shares outstanding during the period that were entitled to receive dividends,
and D = the maximum offering price share on the last day of the period. For the
one-month period ended December 31, 1994, the Fund's total return was 5.23%.

Quotations of total return will reflect only the performance of a hypothetical
investment in the Fund during the particular time period shown. The Fund's total
return and current yield may vary from time to time depending on market
conditions, the compositions of its portfolio and operating expenses.
These factors and possible differences in the methods used in calculating yield
should be considered when comparing the Fund's current yield to yields published
for other investment companies and other investment vehicles. Total return and
yield should also be considered relative to changes in the value of the

- -------------------------------------------------------------------------------
B-22

<PAGE>
- -------------------------------------------------------------------------------

Fund's shares and the risks associated with the Fund's investment objectives and
policies. At any time in the future, total returns and yield may be higher or
lower than past total returns and yields and there can be no assurance that any
historical return or yield will continue.

From time to time evaluations of performance are made by independent sources
that may be used in advertisements concerning the Fund. These sources include:
Lipper Analytical Services, Weisenberger Investment Company Service, Barron's,
Business Week, Changing Times, 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 yield or total return to current or
prospective shareholders, the 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 the Fund's total return will represent the average annual
compounded rate of return of a hypothetical investment in the Fund over periods
of 1, 5, and 10 years (up to the life of the Fund), and are calculated pursuant
to the following formula:

n ________
T = \| ERV/P - 1

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.

For the period from July 11, 1994 (the date of the Fund's commencement of
operations) through December 1, 1994, the Fund's cumulative total return was
10.70%.

COUNSEL AND INDEPENDENT AUDITORS

Willkie Farr & Gallagher, 153 East 53rd Street, New York, New York 10022,
serves as counsel for the Fund.

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019, has been
appointed independent auditors for the Fund.

- -------------------------------------------------------------------------------
B-23

<PAGE>
- -------------------------------------------------------------------------------

APPENDIX TO STATEMENT OF ADDITIONAL INFORMATION

DESCRIPTION OF MOODY'S INVESTORS
SERVICE, INC.'S ("MOODY'S") CORPORATE
BOND RATINGS

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues. Aa: Bonds which are rated Aa are
judged to be of high quality by all standards. Together with the Aaa group they
comprise what are generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which made the long term risks appear
somewhat larger than in Aaa securities. A: Bonds which are rated A possess many
favorable investment attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future. Baa: Bonds which are rated Baa are considered
as medium grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well. Ba: Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class. B: Bonds which are
rated B generally lack characteristics of the desirable investment. Assurance of
interest and principal payments or of maintenance of other terms of the contract
over any long period of time may be small. Caa: Bonds which are rated Caa are of
poor standing. Such issues may be in default or there may be present elements of
danger with respect to principal or interest. Ca: Bonds which are rated Ca
represent obligations which are speculative in a high degree. Such issues are
often in default or have other marked shortcomings. C: Bonds which are rated C
are the lowest rated class of bonds and issues so rated can be regarded as
having extremely poor prospects of ever attaining any real investment standing.

Note: Moody's may apply numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

DESCRIPTION OF STANDARD & POOR'S
RATING GROUP'S ("S&P'S") CORPORATE DEBT
RATINGS

AAA: Debt rated AAA has the highest rating assigned by S&P's. Capacity to pay
interest and repay principal is extremely strong. AA: Debt rated AA has a very
strong capacity to pay interest and repay

- -------------------------------------------------------------------------------
B-24

<PAGE>
- -------------------------------------------------------------------------------

principal and differs from the highest rated issues only in small degrees. A:
Debt rated A has a strong capacity to pay interest and repay principal although
it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories. BBB:
Debt rated BBB is regarded as having adequate capacity to pay interest and repay
principal. Whereas it normally exhibits protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than for
debt in higher rated categories. BB, B, CCC, CC, C: Debt rated BB, B, CCC, CC
and C is regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and C the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions. CI: The rating CI is reserved for income
bonds on which no interest is being paid. D: Debt rated D is in payment default.
The D rating category is used when interest payments or principal payments are
not made on the date due even if the applicable grace period has not expired,
unless S&P's believes that such payments will be made during such grace period.
The D rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

DESCRIPTION OF MOODY'S PREFERRED STOCK
RATINGS

aaa: An issue which is rated aaa is considered to be a top-quality preferred
stock. This rating indicates good asset protection and the least risk of
dividend impairment within the universe of preferred stocks. aa: An issue which
is rated aa is considered a high-grade preferred stock. This rating indicates
that there is reasonable assurance that earnings and asset protection will
remain relatively well maintained in the foreseeable future. a: An issue which
is rated a is considered to be an upper medium grade preferred stock. While
risks are judged to be somewhat greater than in the aaa and aa classifications,
earnings and asset protection are, nevertheless, expected to be maintained at
adequate levels. baa: An issue which is rated baa is considered to be medium
grade, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time. ba: An issue which is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class. b: An
issue which is rated b generally lacks the characteristics of a desirable
investment. Assurance of dividend payments and maintenance of other terms of the
issue over any long period of time may be small. caa: An issue which is rated
caa is likely to be in arrears on dividend payments. This rating designation
does not purport to indicate the future state of payment. ca: An issue which is
rated ca is speculative in a high degree and is likely to be in arrears on
dividends with little likelihood of eventual payment. c: This is the lowest
rated class of preferred or preference stock. Issues so rated can be regarded as
having extremely poor prospects of ever attaining any real investment standing.

Note: Moody's may apply numerical modifiers 1, 2 and 3 in each rating
classification from "aa" through "b" in its preferred stock rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

- -------------------------------------------------------------------------------
B-25
<PAGE>
- -------------------------------------------------------------------------------

DESCRIPTION OF S&P'S PREFERRED STOCK
RATINGS

AAA: This is the highest rating that may be assigned by S&P's to a preferred
stock issue and indicates an extremely strong capacity to pay the preferred
stock obligations. AA: A preferred stock issue rated AA also qualifies as a
high-quality fixed income security. The capacity to pay preferred stock
obligations is very strong, although not as overwhelming as for issues rated
AAA. A: An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the adverse
effect of changes in circumstances and economic conditions. BBB: An issue rated
BBB is regarded as backed by an adequate capacity to pay the preferred stock
obligations. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to make payments for a preferred stock in this category than
for issues in the A category. BB, B, CCC: Preferred stock rated BB, B, and CCC
are regarded, on balance, as predominantly speculative with respect to the
issuer's capacity to pay preferred stock obligations. BB indicates the lowest
degree of speculation and CCC the highest degree of speculation. While such
issues will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
CC: The rating CC is reserved for a preferred stock in arrears on dividends or
sinking fund payments but that is currently paying. C: A preferred stock rated C
is a non-paying issue. D: A preferred stock rated D is a non-paying issue with
the issuer in default on debt instruments.

Plus (+) or Minus (-): The ratings from "AA" to "B" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

- -------------------------------------------------------------------------------
B-26

<PAGE>
- -------------------------------------------------------------------------------

PART C: OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(A) Financial Statements:

(1) Financial Statements included in Part A, the Prospectus:

(a) Financial Highlights for the period from July 11, 1994
(commencement of operations) through December 31, 1994

(2) Financial Statements included in Part B, the Statement of
Additional Information:

(a) Report of Independent Auditors*

(b) Statement of Assets and Liabilities, December 31, 1994*

(d) Statement of Operations for the period from July 11, 1994
(commencement of operations) through December 31, 1994*

(e) Statement of Changes in Net Assets for the period
from July 11, 1994 (commencement of operations)
through December 31, 1994*

(f) Financial Highlights for the period from July 11, 1994
(commencement of operations) through December 31, 1994*

(g) Notes to the Financial Statements

-------------
* Previously filed with the Fund's Annual Report for the period
ended December 31, 1994 on March 14, 1995.

(B) Exhibits:

Exhibit No. Description of Exhibits

1 Articles of Incorporation of Registrant*
2 By-Laws of Registrant*
3 Not applicable
4 Specimen copies of certificates for shares
issued by Registrant**
5 Form of Investment Advisory Agreement**
6 Form of Distribution Agreement**
7 Not applicable
8(a) Form of Custodian Contract**
8(b) Form of Subcustodian Agreement (for precious metals)**
9 Form of Transfer Agency and Service Agreement**
10(a) Opinion and consent of Willkie Farr & Gallagher**
10(b) Consent of Willkie Farr & Gallagher
11 Consent of Independent Auditors
12 Not applicable
13 Subscription Agreement**
14 Not applicable
15 Distribution Plan under Rule 12b-1**

- -------------------------------------------------------------------------------
C-1

<PAGE>
- -------------------------------------------------------------------------------

16 Computation of Performance Quotations
17 Financial Data Schedule
24(a) Power of Attorney**
24(b) Additional Power of Attorney***
24(c) Additional Power of Attorney

- -----------------
* Previously filed as an exhibit to the Registration Statement No. 33-79180
filed on May 19, 1994.

** Previously filed as an exhibit to the Pre-Effective Amendment No. 1 to
Registration Statement No. 33-79180 filed on June 24, 1994.

*** Previously filed as an exhibit to the Post-Effective Amendment No. 1 to
Registration Statement No. 33-79180 filed on January 30, 1995.

Item 25. Persons Controlled by or Under Common Control with Registrant

None

Item 26. Number of Holders of Securities

As of April 1, 1995, the approximate number of holders of securities of the
registrant were:

Title of Class Number of Record Holders
Common Stock, par value $.001 per share 1,728

Item 27. Indemnification

Under Article V, Section 1, of the registrant's By-Laws, any past or present
director or officer of registrant is indemnified to the fullest extent permitted
by law against liability and all expenses reasonably incurred by him in
connection with any action, suit or proceeding to which he may be a party or
otherwise involved by reason of his being or having been a director or officer
of registrant. This provision does not authorize indemnification when it is
determined, in the manner specified in the By-Laws, that such director or
officer would otherwise be liable to registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of his
duties. In addition, Section 1 provides that to the fullest extent permitted by
Maryland General Corporation Law, as amended from time to time, no director or
officer of the Fund shall be personally liable to the Fund or its stockholders
for money damages, except to the extent such exemption from liability or
limitation thereof is not permitted by the Investment Company Act of 1940, as
amended from time to time. Under Article V, Section 2, of the registrant's
By-Laws, expenses may be paid by registrant in advance of the final disposition
of any action, suit or proceeding upon receipt of an undertaking by such
director or officer to repay such expenses to registrant in the event that it is
ultimately determined that indemnification of the advanced expenses is not
authorized under the By-Laws.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of registrant 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 the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by registrant
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, registrant will, unless in the opinion

- ------------------------------------------------------------------------------
C-2

<PAGE>
- ------------------------------------------------------------------------------

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 the 1933 Act and will be governed by
the final adjudication of such issue.

Item 28. Business and Other Connections of Investment Adviser

Gabelli Funds, Inc. is the investment adviser of the registrant (the
"Adviser"). For a list of officers and directors of the Adviser, together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by the Adviser or such officers and directors
during the past two years, reference is made to Form ADV filed by it under the
Investment Advisers Act of 1940.

Item 29. Principal Underwriters

(A) Gabelli & Company, Inc. is registrant's principal underwriter.

(B) For information with respect to each director and officer of Gabelli &
Company, Inc., reference is made to Form BD filed by Gabelli & Company,
Inc. under the Securities Exchange Act of 1934.

Item 30. Location of Accounts and Records

All such accounts, books and other documents are maintained at the offices of:
Gabelli Funds, Inc., One Corporate Center, Rye, New York, 10580-1434; and State
Street Bank and Trust Company, 1776 Heritage Drive, North Quincy, Massachusetts
02171.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(A) Registrant hereby undertakes to call a meeting of shareholders to
remove and elect directors at the request of shareholders entitled to
cast 10% or more of the votes entitled to be cast at the meeting.

(B) Registrant hereby undertakes to assist in shareholder communications
pursuant to Section 16(c) of the Investment Company Act of 1940.

(C) Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered a copy of Registrant's latest Annual Report to
Shareholders upon request and without charge.

- ------------------------------------------------------------------------------
C-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement and pursuant to Rule 485(b) under the Securities Act of
1933 has duly caused this Amendment No. 3 to the 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 28th day of April, 1995.

GABELLI GOLD FUND, INC.
/s/ Caesar Bryan
----------------------
By: Caesar Bryan
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
3 to the Registration Statement has been signed below by the following persons
in the capacity and on the date indicated.

Signature Title Date
--------- ----- ----

* Chairman of the Board April 28, 1995
- ----------------
Mario J. Gabelli

/s/Ceasar Bryan President April 28, 1995
- ----------------
Caesar Bryan

/s/Bruce N. Alpert Vice President, Treasurer April 28, 1995
- ------------------ and Chief Financial Officer
Bruce N. Alpert

* Director April 28, 1995
- ------------------
E. Val Cerutti

* Director April 28, 1995
- ------------------
Anthony Colavita

* Director April 28, 1995
- ------------------
Karl Otto Pohl

* Director April 28, 1995
- ------------------
Werner Roeder, M.D.

* Director April 28, 1995
- ------------------
Anthonie Van Ekris

* Director April 28, 1995
- ------------------
Daniel E. Zucchi

*By: /s/ Bruce N. Alpert
-----------------------
Bruce N. Alpert
Attorney-in-Fact

- ----------------------------------------------------------------------
C-4

<PAGE>
- ------------------------------------------------------------------------------

EXHIBIT INDEX

Exhibit No. Description of Exhibits
- ----------- -----------------------

1 Articles of Incorporation of Registrant*
2 By-Laws of Registrant*
3 Not applicable
4 Specimen copies of certificates for shares issued by Registrant**
5 Form of Investment Advisory Agreement**
6 Form of Distribution Agreement**
7 Not applicable
8(a) Form of Custodian Contract**
8(b) Form of Subcustodian Agreement (for precious metals)**
9 Form of Transfer Agency and Service Agreement**
10(a) Opinion and consent of Willkie Farr & Gallagher**
10(b) Consent of Willkie, Farr & Gallagher
11 Consent of Independent Auditors
12 Not applicable
13 Subscription Agreement**
14 Not applicable
15 Distribution Plan under Rule 12b-1**
16 Computation of Performance Quotations
17 Financial Data Schedule
24(a) Power of Attorney**
24(b) Additional Power of Attorney***
24(c) Additional Power of Attorney

* Previously filed as an exhibit to the Registration Statement No.
33-79180 filed on May 19, 1994.

** Previously filed as an exhibit to the Pre-Effective Amendment No. 1
to Registration Statement No. 33-79180 filed on June 24, 1994.

*** Previously filed as an exhibit to the Post-Effective Amendment No. 1
to Registration Statement No. 33-79180 filed on January 30, 1995.

- -----------------------------------------------------------------------------

<PAGE>
- -------------------------------------------------------------------------------

EXHIBIT 10(b)

CONSENT OF COUNSEL

GABELLI GOLD FUND, INC.

We hereby consent to being named in the Statement of Additional Information
included in Post-Effective Amendment No.2 (the "Amendment") to the Registration
Statement on Form N-1A (Securities Act File No. 33-79180, Investment Company
Act File No.811-8518) of Gabelli Gold Fund, Inc. (the "Fund") under the caption
"Counsel and Independent Auditors" and to the Fund's filing a copy of this
Consent as an Exhibit to the Amendment.

/s/ Willkie Farr & Gallagher
----------------------------
Willkie Farr & Gallagher

New York, New York
April 28, 1995

- -------------------------------------------------------------------------------

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the incorporation by
reference of our report dated February 17, 1995 in the Registration Statement
(Form N-1A 33-79180) of Gabelli Gold Fund, Inc.

ERNST & YOUNG LLP

New York, New York
April 27, 1995

- -------------------------------------------------------------------------------

<PAGE>
Exhibit 16
Gabelli Gold Fund, Inc.

Incep.
n_____
T = \/ERV/p -1

365 ___________
T = --- \/1,107/1,000 -1
173

_______
T = 2.109826590 \/ 1.107 -1

T =

<PAGE>
<TABLE>
<S> <C>
[ARTICLE] 6
[NAME] GABELLI GOLD FUND INC.
[SERIES] THE GOLD FUND
[MULTIPLIER] 1,000
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] 12/31
[PERIOD-END] 12/31/94
[INVESTMENTS-AT-COST] 18,043
[INVESTMENTS-AT-VALUE] 18,030
[RECEIVABLES] 303
[ASSETS-OTHER] 331
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 18,664
[PAYABLE-FOR-SECURITIES] 921
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 109
[TOTAL-LIABILITIES] 1,029
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 17,654
[SHARES-COMMON-STOCK] 1,594
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (6)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] (13)
[NET-ASSETS] 17,635
[DIVIDEND-INCOME] 39
[INTEREST-INCOME] 29
[OTHER-INCOME] 0
[EXPENSES-NET] 77
[NET-INVESTMENT-INCOME] (9)
[REALIZED-GAINS-CURRENT] (9)
[APPREC-INCREASE-CURRENT] (13)
[NET-CHANGE-FROM-OPS] (29)
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 2,231
[NUMBER-OF-SHARES-REDEEMED] 647
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 17,535
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 38
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 77
[AVERAGE-NET-ASSETS] 7,906
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 1.07
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 11.07
[EXPENSE-RATIO] .020
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>

<PAGE>

EXHIBIT 24(c)

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Mario J.
Gabelli, Bruce N. Alpert and J. Hamilton Crawford, Jr., and each of them
singly, true and lawful attorneys, with full power to them and each of them, to
sign for us, and in our hands and in the capacities indicated below, any and
all Registration Statements on Form N-1A of Gabelli Gold Fund, Inc., and any
and all amendments thereto, and to file the same, with all exhibits thereto,
with the Securities and Exchange Commission, granting unto said attorneys, and
each of them acting alone, full authority and power to do and perform each and
every act and thing requisite or necessary to be done in the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys or any of them may lawfully do or cause
to be done by virtue thereof.

WITNESS our hands as of the date set forth below:

Signature: Title: Date:

/s/Daniel E. Zucchi
- ----------------- Director 4/22, 1995
Daniel E. Zucchi

/s/Karl Otto Pohl
- ----------------- Director 4/22, 1995
Karl Otto Pohl

/s/Anthonie Van Ekris
- ----------------- Director 4/22, 1995
Anthonie Van Ekris