April 27 2010
Ms. Laura E. Hatch
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: GAMCO International Growth Fund, Inc. (the "Fund")
Post-Effective Amendment No. 20 to the Registration Statement
on Form N-1A (33-79994)
Dear. Ms. Hatch:
This letter responds to your comments communicated by telephone on
April 7, 2010, with respect to the Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (the "Registration Statement") of the Fund
that was filed with the Securities and Exchange Commission (the "SEC") on
February 26, 2010 (accession number 0000950123-10-017786).
In addition, in connection with this filing, the Fund hereby states the
following:
1. The Fund acknowledges that in connection with the comments
made by the Staff of the SEC, the Staff has not passed on the
accuracy or adequacy of the disclosure made herein, and the
Fund and its management are solely responsible for the content
of such disclosure;
2. The Fund acknowledges that the Staff's comments, and changes
in disclosure in response to the Staff's comments, do not
foreclose the SEC or other regulatory body from the
opportunity to seek enforcement or take other action with
respect to the disclosure made herein;
3. The Fund represents that neither it nor its management will
assert the Staff's comments or changes in disclosure in
response to the Staff's comments as a defense in any action or
proceeding by the SEC or any person.
The Fund's responses to your comments are reflected below.
Comments that applied to both the Class AAA Shares prospectus and the
Class ABCI Shares prospectus have only been addressed once. The
substance of your comments has been restated for your ease of
reference.
COMMENT #1-COVER PAGE: You requested that the Fund pare down the
information in the top left hand corner to remove duplicative
references.
RESPONSE #1: The Fund has deleted the following parenthetical
language that appears at the end of the disclosure in the top
left hand corner: "(Net Asset Value per share may be obtained
daily by calling 800-GABELLI after 7:00 p.m.)."
COMMENT #2-COVER PAGE: You requested that the Fund add the required
legend disclosure if the Fund intends to utilize a summary prospectus.
RESPONSE #2: The Fund will not be utilizing a summary
prospectus at this time and therefore the legend has not been
added.
COMMENT #3-PRINCIPAL INVESTMENT STRATEGIES: In the first paragraph, you
made reference to the Fund investing in securities convertible into
common stock. If the Fund does not hold a significant portion of its
portfolio in securities convertible into common stock, you requested
that the Fund move the disclosure to "Information About the Fund's
Investment Objective, Investment Strategies, and Related Risks" and
include disclosure regarding the quality and risks of investing in
securities convertible into common stock.
RESPONSE #3: The Fund has added the following under "Investing
in the Fund involves the following risks:":
o CONVERTIBLE SECURITIES AND CREDIT RISK. The characteristics
of convertible securities make them appropriate investments
for investors who seek a high level of total return with the
addition of credit risk. These characteristics include the
potential for capital appreciation if the value of the
underlying common stock increases, the relatively high yield
received from dividend or interest payments as compared to
common stock dividends, and decreased risks of decline in
value, relative to the underlying common stock due to their
fixed income nature. As a result of the conversion feature,
however, the interest rate or dividend preference on a
convertible security is generally less than would be the case
if the securities were not convertible. During periods of
rising interest rates, it is possible that the potential for
capital gain on a convertible security may be less than that
of a common stock equivalent if the yield on the convertible
security is at a level which causes it to sell at a discount.
Any common stock or other equity security received by
conversion will not be included in the calculation of the
percentage of total assets invested in convertible securities.
COMMENT #4-PERFORMANCE TABLE (CLASS AAA SHARES PROSPECTUS): You noted
that the calendar year total return number for 2007 in the bar chart is
missing.
RESPONSE #4: The Fund has inserted the 2007 calendar year
total return number in the bar chart.
COMMENT #5-PERFORMANCE TABLE: You requested that the Fund delete the
second sentence of the text after the performance table regarding
"Return After Taxes on Distributions and Sale of Fund Shares" if it is
not applicable for the Fund.
RESPONSE #5: If this disclosure is not applicable for the
Fund, the Fund will remove it.
COMMENT #6-STATEMENT OF ADDITIONAL INFORMATION ("SAI"): You requested
that the Fund include the new corporate governance and board member
disclosure.
RESPONSE #6: The Fund will include such disclosure in the SAI.
Should you have any questions regarding the foregoing, please do not
hesitate to contact Helen A. Robichaud at PNC Global Investment
Servicing, Inc., the Fund's Sub-Administrator, at 617-338-4595.
Very truly yours,
/s/ Bruce N. Alpert
-------------------
Bruce N. Alpert
President
cc: Helen A. Robichaud Arlene Lonergan
PNC Global Investment PNC Global Investment
Servicing, Inc. Servicing, Inc.
Peter D. Goldstein Christopher Tafone
Gabelli Funds, LLC Paul, Hastings, Janofsky
& Walker LLP
Rachael Schwartz
Paul, Hastings, Janofsky
& Walker LLP