Securities Exchange Act of 1934
Release No. 34-60656 / September 11, 2009

Administrative Proceeding File No. 3-13019

In the Matter of

Gabelli Funds LLC

Respondent.


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NOTICE OF PROPOSED PLAN OF DISTRIBUTION AND OPPORTUNITY FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has filed with the Commission the proposed plan ("Distribution Plan") for the distribution of monies in In the Matter of Gabelli Funds LLC. The Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Administrative Proceeding File No. 3-13019, on April 24, 2008 (the "Order").

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may obtain a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov, or by submitting a written request to Christopher R. Conte, Associate Director, United States Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-5561. Further, all persons desiring to comment on the Distribution Plan may submit their comments, in writing, within 30 days of the date of this Notice:

  1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090;

  2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or

  3. by sending an e-mail to rule-comments@sec.gov.

Comments submitted by e-mail or via the Commission's website should include "Administrative Proceeding File Number 3-13019" in the subject line. Comments received will be available to the public. Persons should only submit information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of disgorgement in the amount of $9.7 million, prejudgment interest of $1.3 million, and a civil money penalty in the amount of $5 million, plus any accumulated interest, less any federal, state, or local taxes on the interest. The proposed plan provides for distribution of the Fair Fund to eligible investors in the Gabelli Global Growth Fund to compensate them for losses resulting from market timing. If the Distribution Plan is approved, eligible investors will receive a fair and proportionate share of the Fair Fund as calculated by the Independent Distribution Consultant. The distribution amount will be calculated from information in Gabelli Funds' records and records obtained from third-party intermediaries. Eligible investors will not need to go through a claims process.

For the Commission, by its Secretary, pursuant to delegated authority.

Elizabeth M. Murphy
Secretary

See also Proposed Plan of Distribution