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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
GABELLI INTERNATIONAL GROWTH FUND, INC.
2. Name of each series or class of funds for which this notice is filed:
Gabelli International Growth Fund, Inc.
3. Investment Company Act File Number: 811-8560
Securities Act File Number: 33-79994
4. Last day of the fiscal year for which this notice is filed:
DECEMBER 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purpose of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 1,181,626
Price $14,647,029
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Shares 1,181,626
Price $14,647,029
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 14,647,029
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): $0
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): $ 5,237,886
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): $0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] if
applicable: $ 9,409,143
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): .00030303
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 2,851.25
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
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Date of mailing or wire transfer of Filing fees to the Commission's lockbox
depository:
02/26/97
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ THERESA DONOVAN
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Theresa Donovan, Assistant Secretary
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Date February 24, 1997
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* Please print the name and title of the signing officer below the signature.
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February 28, 1997
Gabelli International Growth Fund, Inc.
One Corporate Center
Rye, NY 10580
Ladies and Gentlemen:
Gabelli International Growth Fund, Inc., a Maryland corporation (the "Fund"),
is filing with the Securities and Exchange Commission a Rule 24f-2 notice
containing the information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). We understand that the Fund
has previously filed a registration statement on N-1A under the Securities Act
of 1933 (File No. 33-79994), adopting the declaration authorized by paragraph
(a)(1) of the Rule to the effect that an indefinite number of shares of
beneficial interest of the Fund (the "Shares") was being registered by such
registration statement. The effect of the Rule 24f-2 Notice, when accompanied
by the filing fee, if any, payable as prescribed by paragraph (c) of the Rule
and by this opinion, will be to make definite in number the number of Shares
(as set forth in the Rule 24f-2 Notice) sold by the Fund during the fiscal year
ended December 31, 1996 in reliance upon the Rule (the "Rule 24f-2 Shares").
We have examined a Certificate of Good Standing issued by the Secretary of
State of the State of Maryland dated February 27, 1997, and copies either
certified or otherwise proved to our satisfaction to be genuine, of the Fund's
Articles of Incorporation, and By-laws, each as now in effect, and other
documents relating to the organization and operation of the Fund relevant to
this opinion. We have also reviewed the form of the Rule 24f-2 Notice being
filed by the Fund.
On the basis of the foregoing, and assuming compliance with the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, and
applicable state securities laws regulating the sale of securities, and
assuming further that all of the Rule 24f-2 Shares sold during the fiscal year
ended December 31, 1996 were sold in accordance with the Fund's Prospectus and
Statement of Additional Information in effect at the time of sale at a sales
price in each case in excess of the par value of the Rule 24f-2 Shares, we are
of the opinion that such Rule 24f-2 Shares were validly and legally issued,
fully paid and non-assessable by the Fund.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold ourselves
out as being conversant with the laws of any jurisdiction other than those of
the United States of America and the State of New York. We note that we are not
licensed to practice law in the State of Maryland, and to the extent that any
opinion expressed herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of that state, and where applicable, published
cases, rules or regulations of regulatory bodies of that state.
Very truly yours,
/s/ WILLKIE FARR & GALLAGHER
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Willkie Farr & Gallagher
