As filed with the Securities and Exchange Commission on May 16, 2000
Securities Act File No. 33-79994
Investment Company Act File No. 811-08560
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--
Pre-Effective Amendment No.
Post-Effective Amendment No. 9 X
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 11 X
GABELLI INTERNATIONAL GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
One Corporate Center, Rye, New York 10580-1434
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 1- 800-422-3554
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center,
Rye, New York 10580-1434
(Name and Address of Agent for Service)
Copies to:
James E. McKee, Esq. Daniel Schloendorn, Esq.
Gabelli International Growth Fund, Inc. Willkie Farr & Gallagher
One Corporate Center 787 Seventh Avenue
Rye, New York 10580-1434 New York, New York 10019
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b); or
_ on _____ pursuant to paragraph (b); or
60 days after filing pursuant to paragraph (a)(1); or on
[____] pursuant to paragraph (a)(1); or 75 days after filing
pursuant to paragraph (a)(2); or on [____] pursuant to
paragraph (a)(2) of Rule 485
If appropriate, check the following box: This post-effective amendment
designates a new effective date for a previously filed post-effective amendment.
<PAGE>
The Fund's Prospectuses and Statement of Additional for Class A Shares, Class B
Shares and Class C Shares and Class AAA Shares, each dated March 9, 2000 are
incorporated by reference to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A as filed with the SEC on EDGAR on March 9, 2000
(Accession No. 0000927405-00-000083).
<PAGE>
PART C: OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation of the Registrant are incorporated by reference to
Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A as
filed with the SEC via EDGAR on April 30, 1998 (Accession No.
0000950152-98-003814) ("Post-Effective Amendment No. 5").
Articles Supplementary to the Articles of Incorporation are
incorporated by reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A as filed with the SEC via EDGAR on
March 9, 2000 (Accession No.
0000927405-00-000083) ("Post-Effective Amendment No. 8").
(b) Registrant's By-laws are incorporated by reference to Post-Effective
Amendment No. 5.
(c) Not Applicable.
(d) Investment Advisory Agreement between the Registrant and Gabelli Funds, Inc.
is incorporated by reference to Post-Effective Amendment No. 5.
(e) Amended and Restated Distribution Agreement between the Registrant and
Gabelli & Company, Inc. is filed herewith.
(f) Not Applicable.
(g) Custody Agreement between the Registrant and State Street Bank and
Trust Company ("State Street") is incorporated by reference to
Post-Effective Amendment No. 5.
(h) Transfer Agency Agreement between the Registrant and State Street is
incorporated by reference to Post-Effective Amendment No. 5.
(i) Opinion and Consent of Willkie Farr & Gallagher is incorporated by reference
to Post-Effective Amendment No. 8.
Opinion of Venable, Baetjer and Howard is incorporated by reference to
Post-Effective Amendment No. 8.
(j) Powers of Attorney of the Directors are incorporated by reference to
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A as
filed with the SEC via EDGAR on June 28, 1995 (Accession No.
0000891554-95-000011) ("Pre-Effective Amendment No. 2").
(k) Not Applicable.
(l) Subscription Agreement with initial shareholder is incorporated by reference
to Pre-Effective Amendment No. 2.
Purchase Agreement with respect to Class A Shares of the Fund is filed
herewith.
Purchase Agreement with respect to Class B Shares of the Fund is filed
herewith.
Purchase Agreement with respect to Class C Shares of the Fund is filed
herewith.
(m) Amended and Restated Plan of Distribution pursuant to Rule 12b-1
relating to Class AAA Series Shares is incorporated by reference to
Post-Effective Amendment No. 8.
Plan of Distribution pursuant to Rule 12b-1 relating to Class A Series
Shares is incorporated by reference to Post-Effective Amendment No. 8.
Plan of Distribution pursuant to Rule 12b-1 relating to Class B Series
Shares is incorporated by reference to Post-Effective Amendment No. 8.
Plan of Distribution pursuant to Rule 12b-1 relating to Class C Series
Shares is incorporated by reference to Post-Effective Amendment No. 8.
(n) Amended and Restated Rule 18f-3 Multi-Class Plan is incorporated by
reference to Post-Effective Amendment No. 8.
(o) Not Applicable.
(p) Code of Ethics of the Registrant is incorporated by reference to
Post-Effective Amendment No. 8.
Item 24. Persons Controlled by or Under Common Control with Registrant
None.
Item 25. Indemnification
Under Article VIII of the registrant's Articles of Incorporation and 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 in connection with any action,
suit or proceeding to which the registrant may be a party or otherwise involved
by reason of being or having been a director or officer of registrant. These
provisions do not authorize indemnification when it is determined, in the manner
specified in the Articles of Incorporation and 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, the Articles of Incorporation provide 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 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 26. Business and Other Connections of Investment Adviser
Gabelli Funds, LLC (the "Adviser") is a registered investment adviser providing
investment management and administrative services to the Registrant. The Adviser
also provides similar services to other mutual funds.
The information required by this Item 26 with respect to any other business,
profession, vocation or employment of a substantial nature engaged in by
directors and officers of the Adviser during the past two years is incorporated
by reference to Form ADV filed by the Adviser pursuant to the Investment
Advisers Act of 1940 (SEC File No. 801-37706).
Item 27. Principal Underwriter
(a) Gabelli & Company, Inc. ("Gabelli & Company") currently acts as
distributor for Gabelli Investor Funds, Inc., The Gabelli Asset Fund,
The Gabelli Blue Chip Value Fund, Gabelli Capital Series Funds, Inc.,
The Gabelli Convertible Securities Fund, Inc., Gabelli Equity Series
Funds, Inc., The Gabelli Equity Trust Inc., Gabelli Global Series
Funds, Inc., The Gabelli Global Multimedia Trust Inc., Gabelli Gold
Fund, Inc., The Gabelli Growth Fund, Gabelli International Growth Fund,
Inc., The Gabelli Mathers Fund, The Gabelli Money Market Funds, The
Gabelli Utilities Fund, The Gabelli Utility Trust, The Gabelli Value
Fund Inc. and The Gabelli Westwood Funds.
(b) The information required by this Item 27 with respect to each director,
officer or partner of Gabelli & Company is incorporated by reference to
Schedule A of Form BD filed by Gabelli & Company pursuant to the
Securities Exchange Act of 1934, as amended (SEC File No. 8-21373).
(c) Not Applicable.
Item 28. Location of Accounts and Records
All such accounts, books and other documents required by Section 31(a) of the
Investment Company Act of 1940, as amended, Rules 31a-1 through 31a-3 thereunder
are maintained at the offices of the Adviser, Gabelli Funds, LLC, One Corporate
Center, Rye, New York 10580-1434, PFPC Inc., 101 Federal Street, Boston,
Massachusetts 02110, State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts, 02110 and Boston Financial Data Services, Inc., Two
Heritage Drive, North Quincy, Massachusetts, 02171.
Item 29. Management Services
Not Applicable.
Item 30. Undertakings
Not Applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant, GABELLI
INTERNATIONAL GROWTH FUND, INC., certifies that it meets all the requirements
for effectiveness of this Post Effective Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has
duly caused this Post Effective Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Rye and State of New York on the 16th day of May, 2000.
GABELLI INTERNATIONAL GROWTH FUND, INC.
By: /s/ Bruce N. Alpert
Bruce N. Alpert
Vice President and Treasurer
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 9 to its Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
* Chairman of the Board May 16, 2000
- -----------------------------
Mario J. Gabelli
/s/ Caesar M.P. Bryan President May 16, 2000
- -----------------------------
Caesar M.P. Bryan
/s/ Bruce N. Alpert Vice President, Treasurer May 16, 2000
Bruce N. Alpert and Chief Financial Officer
* Director May 16, 2000
- -----------------------------
Anthony J. Colavita
* Director May 16, 2000
- -----------------------------
Karl Otto Pohl
* Director May 16, 2000
- -----------------------------
Werner J. Roeder
* Director May 16, 2000
- -----------------------------
Anthonie C. van Ekris
*By: /s/ Bruce N. Alpert
Bruce N. Alpert
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(e) Amended and Restated Distribution Agreement
(l) Purchase Agreement with respect to Class A Shares
Purchase Agreement with respect to Class B Shares
Purchase Agreement with respect to Class C Shares
<PAGE>
EXHIBIT (E)
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
FOR
GABELLI INTERNATIONAL GROWTH FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AGREEMENT, dated, March 9,
2000, between Gabelli International Growth Fund, Inc., a Maryland corporation
(the "Company"), and Gabelli & Company, Inc., a New York corporation (the
"Distributor"). The Company is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of
shares (the "Shares") of the Company, par value $.001 per share, have been
registered under the Securities Act of 1933 (the "1933 Act") to be offered for
sale to the public in a continuous public offering in accordance with terms and
conditions set forth in the Prospectuses and Statement of Additional Information
(the "Prospectuses") of the Company included in the Company's Registration
Statement on Form N-1A as such documents may be amended from time to time.
In this connection, the Company desires that the Distributor
act as its exclusive sales agent and distributor for the sale and distribution
of Shares. The Distributor has advised the Company that it is willing to act in
such capacities, and it is accordingly agreed between them as follows:
1. The Company hereby appoints the Distributor as exclusive
sales agent and distributor for the sale and distribution of Shares pursuant to
the aforesaid continuous public offering of Shares, and the Company further
agrees from and after the commencement of such continuous public offering that
it will not, without the Distributor's consent, sell or agree to sell any Shares
otherwise than through the Distributor, except the Company may issue Shares in
connection with a merger, consolidation or acquisition of assets on such basis
as may be authorized or permitted under the 1940 Act.
2. The Distributor hereby accepts such appointment and agrees
to use its best efforts to sell such Shares; provided, however, that when
requested by the Company at any time for any reason the Distributor will suspend
such efforts. The Company may also withdraw the offering of Shares at any time
when required by the provisions of any statute, order, rule or regulation of any
governmental body having jurisdiction. It is understood that the Distributor
does not undertake to sell all or any specific portion of the Shares. The
Company acknowledges that the Distributor will enter into sales or servicing
agreements with registered securities brokers and banks and into servicing
agreements with financial institutions and other industry professionals, such as
investment advisers, accountants and estate planning firms. In entering into
such agreements, the Distributor shall act only on its own behalf as principal
underwriter and distributor. The Distributor shall not be responsible for making
any distribution plan or service fee payments pursuant to any plans the Company
may adopt or agreements it may enter into.
3. The Distributor represents that it is a member in good
standing of the National Association of Securities Dealers, Inc. and agrees that
it will use all reasonable efforts to maintain such status and to abide by the
Rules of Fair Practice, the Constitution and the Bylaws of the National
Association of Securities Dealers, Inc., and all other rules and regulations
that are now or may become applicable to its performance hereunder. The
Distributor will undertake and discharge its obligations hereunder as an
independent contractor and it shall have no authority or power to obligate or
bind the Company by its actions, conduct or contracts except that it is
authorized to accept orders for the purchase or repurchase of Shares as the
Company's agent and subject to its approval. The Company reserves the right to
reject any order in whole or in part. The Distributor may appoint sub-agents or
distribute through dealers or otherwise as it may determine from time to time
pursuant to agreements approved by the Company, but this Agreement shall not be
construed as authorizing any dealer or other person to accept orders for sale or
repurchase of Shares on behalf of the Company or otherwise act as the Company's
agent for any purpose. The Distributor shall not utilize any materials in
connection with the sale or offering of Shares except the then current
Prospectuses and such other materials as the Company shall provide or approve in
writing.
4. Shares may be sold by the Distributor only at prices and
terms described in the then current Prospectuses relating to the Shares and may
be sold either through persons with whom it has selling agreements in a form
approved by the Company's Board of Directors or directly to prospective
purchasers. To facilitate sales, the Company will furnish the Distributor with
the net asset value of its Shares promptly after each calculation thereof.
5. The Company has delivered to the Distributor a copy of each
of the current Prospectuses. It agrees that it will use its best efforts to
continue the effectiveness of its Registration Statement filed under the 1933
Act and the 1940 Act. The Company further agrees to prepare and file any
amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with such Acts. The Company will furnish
the Distributor at the Distributor's expense with a reasonable number of copies
of the Prospectus and any amended Prospectuses for use in connection with the
sale of Shares.
6. At the Distributor's request, the Company will take such
steps at its own expense as may be necessary and feasible to qualify Shares for
sale in states, territories or dependencies of the United States of America and
in the District of Columbia in accordance with the laws thereof, and to renew or
extend any such qualification; provided, however, that the Company shall not be
required to qualify Shares or to maintain the qualification of Shares in any
state, territory, dependency or district where it shall deem such qualification
disadvantageous to the Company.
7. The Distributor agrees that:
(a) It will furnish to the Company any pertinent information
required to be inserted with respect to the Distributor as exclusive
sales agent and distributor within the purview of Federal and state
securities laws in any reports or registrations required to be filed
with any government authority;
(b) It will not make any representations inconsistent with the
information contained in the Registration Statement or Prospectuses
filed under the Securities Act of 1933, as in effect from time to time;
(c) It will not use or distribute or authorize the use or
distribution of any statements other than those contained in the
Company's then current Prospectuses or in such supplemental literature
or advertising as may be authorized in writing by the Company; and
(d) Subject to Paragraph 9 below, the Distributor will bear
the costs and expenses of printing and distributing any copies of any
prospectuses and annual and interim reports of the Company (after such
items have been prepared and set in type) which are used in connection
with the offering of Shares, and the costs and expenses of preparing,
printing and distributing any other literature used by the Distributor
or furnished by the Distributor for use in connection with the offering
of the Shares and the costs and expenses incurred by the Distributor in
advertising, promoting and selling Shares of the Company to the public.
The Company has adopted a separate plan of distribution (collectively,
the "Plan") pursuant to the provisions of Rule 12b-1 of the 1940 Act on
behalf of its Class A, Class B, Class C and Class AAA shares,
respectively, each of which provides for the payment of administrative
and sales related expenses in connection with the distribution of
Company shares and the Distributor agrees to take no action
inconsistent with said Plan.
8. The Company will pay its legal and auditing expenses and
the cost of composition of any prospectuses of annual or interim reports of the
Company.
9. The Company will pay the Distributor for costs and expenses
incurred by the Distributor in connection with distribution of Shares by the
Distributor in accordance with the terms of the Plan adopted by the Company
pursuant to Rule 12b-1 under the 1940 Act as such Plan may be in effect from
time to time; provided, however, that no payments shall be due or paid to the
Distributor hereunder unless and until this Agreement shall have been approved
by Director Approval and Disinterested Director Approval (as such terms are
defined in such Plan). The Company reserves the right to modify or terminate
such Plan at any time as specified in the Plan and Rule 12b-1, and this Section
9 shall thereupon be modified or terminated to the same extent without further
action of the parties. The persons authorized to direct the payment of funds
pursuant to this Agreement and the Plan shall provide to the Company's Board of
Directors, and the Directors shall review, at least quarterly a written report
of the amounts so paid and the purposes for which such expenditures were made.
10. The Company agrees to indemnify, defend and hold the
Distributor, its officers, directors, employees and agents and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (each,
an "indemnitee"), free and harmless from any and all liabilities and expenses,
including costs of investigation or defense (including reasonable counsel fees)
incurred by such indemnitee in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which such
indemnitee may be or may have been involved as a party or otherwise or with
which he may be or may have been threatened, while the Distributor was active in
such capacity or by reason of the Distributor having acted in any such capacity
or arising out of or based upon any untrue statement of a material fact
contained in the then-current Prospectuses relating to the Shares or arising out
of or based upon any alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such claims, demands, liabilities or expenses arise out of or
are based upon any such untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with information furnished
in writing by the Distributor to the Company expressly for use in any such
Prospectuses; provided, however, that (1) no indemnitee shall be indemnified
hereunder against any liability to the Company or the shareholders of the
Company or any expense of such indemnitee with respect to any matter as to which
such indemnitee shall have been adjudicated not to have acted in good faith in
the reasonable belief that its action was in the best interest of the Company or
arising by reason of such indemnitee's willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"), or (2)
as to any matter disposed of by settlement or a compromise payment by such
indemnitee, no indemnification shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of the
Company and that such indemnitee appears to have acted in good faith in the
reasonable belief that its action was in the best interest of the Company and
did not involve disabling conduct by such indemnitee. Notwithstanding the
foregoing the Company shall not be obligated to provide any such indemnification
to the extent such provision would waive any right which the Company cannot
lawfully waive.
The Distributor agrees to indemnify, defend and hold the
Company, its Directors, officers, employees and agents and any person who
controls the Company within the meaning of Section 15 of the 1933 Act (each, an
"indemnitee"), free and harmless from and against any and all liabilities and
expenses, including costs of investigation or defense (including reasonable
counsel fees) incurred by such indemnitee, but only to the extent that such
liability or expense shall arise out of or be based upon any untrue or alleged
untrue statement of a material fact contained in information furnished in
writing by the Distributor of the Company expressly for use in a Prospectus or
any alleged omission to state a material fact in connection with such
information required to be stated therein or necessary to make such information
not misleading or arising by reason of disabling conduct by such indemnitee or
any person selling Shares pursuant to an agreement with the Distributor.
The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that he is entitled to such indemnification
and if the directors of the Company determine that the facts then known to them
would not preclude indemnification. In addition, at least one of the following
conditions must be met: (A) the indemnitee shall provide a security for his
undertaking, (B) the Company shall be insured against losses arising by reason
of any lawful advances, or (C) a majority of a quorum of directors of the
Company who are neither "interested persons" of the Company (as defined in
Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested
Non-Party Directors") or an independent legal counsel in a written opinion,
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.
All determinations with respect to indemnification hereunder
shall be made (1) by a final decision on the merits by a court or other body
before whom the proceeding was brought that such indemnitee is not liable by
reason of disabling conduct or, (2) in the absence of such a decision, by (i) a
majority vote of a quorum of the Disinterested Non-party Directors of the
Company, or (ii) if such a quorum is not obtainable or even, if obtainable, if a
majority vote of such quorum so directs, independent legal counsel in a written
opinion.
11. This Agreement shall become effective on the date first
set forth above and shall remain in effect for up to two years from such date
(one year in the case of Section 9) and thereafter from year to year provided
such continuance is specifically approved at least annually prior to each
anniversary of such date by (a) Director Approval or by vote at a meeting of
shareholders of the Company of the lesser of (i) 67 per cent of the Shares
present or represented by proxy and (ii) 50 per cent of the outstanding Shares
and (b) by Disinterested Director Approval.
12. This Agreement may be terminated (a) by the Distributor at
any time without penalty by giving sixty (60) days' written notice to the
Company which notice may be waived by the Company; or (b) by the Company at any
time without penalty upon sixty (60) days' written notice to the Distributor
(which notice may be waived by the Distributor); provided, however, that any
such termination by the Company shall be directed or approved in the same manner
as required for continuance of this Agreement by Section 11(a) (or, in the case
of termination of Section 9, by Section 11(b)).
13. This Agreement may not be amended or changed except in
writing signed by each of the parties hereto and approved in the same manner as
provided for continuance of this Agreement in Section 11(a) (or, in the case of
amendment of Section 9, by Section 11(b)). Any such amendment or change shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, but this Agreement shall not be assigned by either party
and shall automatically terminate upon assignment (as such term is defined in
the 1940 Act and the rules thereunder).
14. This Agreement shall be construed in accordance with the
laws of the State of New York applicable to agreements to be performed entirely
therein and in accordance with applicable provisions of the 1940 Act.
15. If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers as of the date first
written above.
GABELLI INTERNATIONAL GROWTH FUND, INC.
By: /s/ Bruce N. Alpert
Name: Bruce N. Alpert
Title: Vice President
GABELLI & COMPANY, INC.
By: /s/ Bruce N. Alpert
Name: Bruce N. Alpert
Title: Executive Vice President
EXHIBIT (L)(a)
PURCHASE AGREEMENT
Gabelli International Growth Fund, Inc. (the "Fund"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
The Fund hereby offers the Buyer and the Buyer hereby purchases one Class A
Share (the "Share") of the Fund at a price of $10.00. The Share is the "initial
Class A Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Fund hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
1. The Buyer represents and warrants to the Fund that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
2. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his or her capacity as an officer of the
Fund.
3. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 9th day of March, 2000.
Attest: GABELLI INTERNATIONAL GROWTH FUND, INC.
/s/ James E. McKee By: /s/ Bruce N. Alpert
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ James E. McKee By: /s/ Stephen G. Bondi
James E. McKee Stephen G. Bondi
Secretary President
<PAGE>
EXHIBIT (L)(b)
PURCHASE AGREEMENT
Gabelli International Growth Fund, Inc. (the "Fund"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
The Fund hereby offers the Buyer and the Buyer hereby purchases one Class B
Share (the "Share") of the Fund at a price of $10.00. The Share is the "initial
Class B Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Fund hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
1. The Buyer represents and warrants to the Fund that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
2. This Agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund.
3. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 9th day of March 2000.
Attest: GABELLI INTERNATIONAL GROWTH FUND, INC.
_/s/ James E. McKee By:/s/ Bruce N. Alpert
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
_/s/ James E. McKee By:/s/ Stephen G. Bondi
James E. McKee Stephen G. Bondi
Secretary President
EXHIBIT (L)(c)
PURCHASE AGREEMENT
Gabelli International Growth Fund, Inc. (the "Fund"), a Maryland Corporation,
and Gabelli & Company, Inc. (the "Buyer") hereby agree as follows:
The Fund hereby offers the Buyer and the Buyer hereby purchases one Class C
Share (the "Share") of the Fund at a price of $10.00. The Share is the "initial
Class C Share" of the Fund. The Buyer hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of the Share, and the Fund hereby
acknowledges receipt from the Buyer of funds in the amount of $10 in full
payment for the Share.
1. The Buyer represents and warrants to the Fund that the Share
purchased by the Buyer is being acquired for investment purposes and not for the
purpose of distribution.
2. This Agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund.
3. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 9th day of March 2000.
Attest: GABELLI INTERNATIONAL GROWTH FUND, INC.
/s/ James E. McKee By:/s/ Bruce N. Alpert
James E. McKee Bruce N. Alpert
Secretary Vice President and Treasurer
Attest: GABELLI & COMPANY, INC.
/s/ James E. McKee By: /s/ Stephen G. Bondi
James E. McKee Stephen G. Bondi
Secretary President
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