April 4, 2007
Mr. Domenick Pugliese, Esq.
Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street
New York, New York 10022
RE: The Gabelli SRI Fund, Inc.
Registration Statement File Nos. 333-141093 and 811-22026
Dear Mr. Pugliese:
We have reviewed the registration statement on Form N-1A for
The
Gabelli SRI Fund, Inc., filed with the Securities and Exchange
Commission on March 6, 2007. We have the following comments:
PROSPECTUS
Principal Investment Strategies
1. It states that "in making stock selections, the Fund strives to
develop a portfolio for the Fund that will earn a 10% real rate of
return, before the deduction of Fund fees and expenses and sales
charges." The statement appears to be a representation about the
Fund`s future performance. See Rule 156 (b)(2)(ii) under the
Securities Act. Please delete this statement and make
corresponding
changes to other sections of the registration statement that
contain
similar disclosure.
2. It states that "the Adviser will monitor each holding on a
continuous basis to ensure its compliance with the Fund`s social
guidelines. Securities that no longer meet these guidelines may
be
sold." Please explain to us the conditions and circumstances
under
which the Fund would not sell a security that no longer meets the
social guidelines.
Who May Want to Invest:
3. It appears to us that the name of the class of shares, "AAA,"
may
be confusing to investors (because of S&P and Moody`s ratings).
Please explain to us why the name of the class of shares is not
misleading.
Fees and Expenses of the Fund
4. Pursuant to Item 3 of Form N-1A, please include the redemption
fee
under the caption "Shareholder Fees (fees paid directly from your
investment)." Please place the shareholder fees above the annual
fund
operating expenses.
5. Page 8 of the Statement of Additional Information ("SAI")
discloses
that the Fund may invest in other investment companies. Pursuant
to
Investment Company Act Release 27399, please add the separate line
item for "Acquired Fund Fees and Expenses" to the Fee Table to
reflect
this fact, if appropriate.
Investment Objective, Policies and Risk Information
6. Under the heading, "Socially Responsible Investing," it states
that
"the Fund will invest substantially all of its assets in companies
that satisfy, at the time of investment, the socially responsible
guidelines employed by the Fund." Please explain to us whether
"substantially all" is a higher standard than an 80% policy of
investing in socially responsible companies. If it is not a
higher
standard, please include a policy of investing at least 80% in
socially responsible companies.
7. It states that "the Fund will employ an environmental screen in
order to avoid the worst polluters and identify companies that
have a
positive overall environmental record." Please disclose the
standard(s) for rejecting the worst polluters and identifying
companies with a positive overall environmental record.
8. Please explain to us whether the description of "Socially
Responsible Investing," included in the prospectus is all-
inclusive or
a summary of a more detailed basis of analysis. If it is the
latter,
please state whether the more detailed basis of analysis is
available
to shareholders. In addition, please state whether or not the
Board
of Directors must approve any changes to the social guidelines.
9. It states that the Fund may invest in warrants. Please include
the
risks of investing in warrants, if appropriate.
10. It states that the Fund may also use the following investment
techniques: Options and Futures. Please disclose the Fund`s
current
intention of using these investment techniques, and please
disclose if
there are any limits to using these investment techniques. In
addition, please add the risks of investing in options and futures.
11. Will the Fund have high portfolio turnover? If so, please
disclose the applicable risks.
Purchase of Shares
12. Under the heading "Third Party Arrangements," it states that
the
Fund may also make payments to third parties out of its own assets
(other than 12b-1 payments)." Please disclose the nature of these
payments to third parties including the circumstances and
conditions
in which the Fund expects to make such payments.
Redemption of Shares
13. It states that "the redemption fee will not apply to
redemptions
of shares where...(iv) the shares were purchased through programs
that
the Adviser determines to have appropriate anti-short-term trading
policies in place or as to which the Adviser has received
assurances
that look through redemption fee procedures or effective anti-
short-
term trading policies and procedures are in place." Please
explain to
us whether this exception is subject to standards established by
the
Fund`s Board of Directors.
STATEMENT OF ADDITIONAL INFORMATION
Investment Strategies and Risks
14. It states on page 3 of the SAI that "when the Adviser deems
appropriate the Fund may also invest up to 25% of its assets in
more
speculative convertible debt securities, provided such securities
have
a rating of, or equivalent to, at least an S&P rating of "B"."
Please
disclose this information in the prospectus and include the
appropriate risks of investing in non-investment grade securities.
GENERAL
15. We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.
16. Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.
17. Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 under the Securities Act.
Where
no change will be made in the filing in response to a comment,
please
indicate this fact in a supplemental letter and briefly state the
basis for your position.
TANDY LETTER
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
Notwithstanding our comments, please furnish a letter
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* The Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities
laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Investment Management in connection with our review of your filing
or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities. We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
* * * *
If you have any questions about these comments, please call
me
at 202-551-6957.
Sincerely,
Laura E. Hatch
Staff Accountant
Mr. Dominick Pugliese, Esq.
April 4, 2007
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