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Statement of Additional Info - Gabelli

Statement of Additional Info - Gabelli

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portfolio within the Trust is separate for investment and accounting purposes and is represented by a separate series <strong>of</strong><br />

shares. Each portfolio will be treated as a separate entity for U.S. federal income tax purposes.<br />

Except as noted below, each share <strong>of</strong> a Fund represents an equal proportionate interest in that Fund with each other share<br />

<strong>of</strong> the same Fund and is entitled to such dividends and distributions out <strong>of</strong> the income earned on the assets belonging to<br />

that Fund as are declared in the discretion <strong>of</strong> the Board. In the event <strong>of</strong> the liquidation or dissolution <strong>of</strong> the Trust, shares<br />

<strong>of</strong> a Fund are entitled to receive the assets belonging to that Fund which are available for distribution, and a proportionate<br />

distribution, based upon the relative net assets <strong>of</strong> the Funds, <strong>of</strong> any general assets not belonging to a Fund which are<br />

available for distribution.<br />

Each Fund is comprised <strong>of</strong> four classes <strong>of</strong> shares <strong>of</strong> beneficial interest – "Class AAA” Shares, "Class A" Shares,<br />

"Class C" Shares, and “Class I” Shares.<br />

All shares <strong>of</strong> the Trust have equal voting rights and will be voted in the aggregate, and not by class or series, except<br />

where voting by class or series is required by law or where the matter involved affects only one class or series. For<br />

example, shareholders <strong>of</strong> each Fund will vote separately by series on matters involving investment advisory contracts and<br />

shareholders <strong>of</strong> each Class will vote separately by class for matters involving the Rule 12b-1 Distribution Plan. As used<br />

in the Prospectuses and in this SAI, the term "majority," when referring to the approvals to be obtained from shareholders<br />

in connection with general matters affecting all <strong>of</strong> the Funds (e.g., election <strong>of</strong> Trustees and ratification <strong>of</strong> independent<br />

accountants), means the vote <strong>of</strong> a majority <strong>of</strong> each Fund's outstanding shares represented at a meeting. The term<br />

"majority," as defined by the Act when referring to the approvals to be obtained from shareholders in connection with<br />

matters affecting a single Fund or class (e.g., approval <strong>of</strong> investment advisory contracts or changing the fundamental<br />

policies <strong>of</strong> a Fund, or approving the Plans and Distribution Agreement with respect to a class), means the vote <strong>of</strong> the<br />

lesser <strong>of</strong> (i) 67% <strong>of</strong> the shares <strong>of</strong> the Fund (or class) represented at a meeting if the holders <strong>of</strong> more than 50% <strong>of</strong> the<br />

outstanding shares <strong>of</strong> the Fund (or class) are present in person or by proxy, or (ii) more than 50% <strong>of</strong> the outstanding<br />

shares <strong>of</strong> the Fund (or class). Shareholders are entitled to one vote for each full share held, and fractional votes for<br />

fractional shares held.<br />

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations<br />

<strong>of</strong> the Trust. However, the Amended and Restated Declaration <strong>of</strong> Trust disclaims shareholder liability for acts or<br />

obligations <strong>of</strong> the Trust and requires that notice <strong>of</strong> such disclaimer be given in each agreement, obligation or instrument<br />

entered into or executed by the Trust or a Trustee on behalf <strong>of</strong> the Trust. The Amended and Restated Declaration <strong>of</strong><br />

Trust provides for indemnification from the Trust's property for all losses and expenses <strong>of</strong> any shareholder held<br />

personally liable for the obligations <strong>of</strong> the Trust. Thus, the risk <strong>of</strong> shareholders incurring financial loss on account <strong>of</strong><br />

shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations, a<br />

possibility which management believes is remote. Upon payment <strong>of</strong> any liability incurred by the Trust, the shareholder<br />

paying such liability will be entitled to reimbursement from the general assets <strong>of</strong> the Trust. The Trustees intend to<br />

conduct the operations <strong>of</strong> the Trust in such a way so as to avoid, as far as possible, ultimate liability <strong>of</strong> the shareholders<br />

for liabilities <strong>of</strong> the Trust. As described under "Management <strong>of</strong> the Funds," the Funds ordinarily will not hold<br />

shareholder meetings; however, the Trustees are required to call a meeting for the purpose <strong>of</strong> considering the removal <strong>of</strong><br />

persons serving as Trustee if requested in writing to do so by the holders <strong>of</strong> not less than 10% <strong>of</strong> the outstanding shares <strong>of</strong><br />

the Trust. Under the Amended and Restated Declaration <strong>of</strong> Trust, shareholders <strong>of</strong> record <strong>of</strong> not less than two-thirds <strong>of</strong><br />

the outstanding shares <strong>of</strong> the Trust may remove a Trustee either by declaration in writing or by vote cast in person or by<br />

proxy at a meeting called for such purpose. In connection with the calling <strong>of</strong> such shareholder meetings, shareholders<br />

will be provided with communication assistance.<br />

Shareholders are not entitled to any preemptive rights. All shares, when issued, will be fully paid and non-assessable by<br />

the Trust.<br />

The Funds send annual and semiannual financial statements to all <strong>of</strong> their shareholders.<br />

FINANCIAL STATEMENTS<br />

The Funds’ Financial <strong>Statement</strong>s for the fiscal year ended September 30, 2013, including the Report <strong>of</strong> PwC, are<br />

incorporated by reference to the Funds’ 2013 Annual Report to Shareholders. You may request a copy <strong>of</strong> the Annual<br />

Report at no charge by calling 800-GABELLI (800-422-3554) or through the internet at www.gabelli.com. PwC<br />

provides audit and tax return preparation services in connection with the Funds.<br />

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