SecProbe.io

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                                                                     LOS ANGELES
                                    1585 Broadway                    WASHINGTON
                                    New York, NY  10036-8299         BOSTON
                                    Telephone 212.969.3000           BOCA RATON
PROSKAUER ROSE LLP                  Fax 212.969.2900                 NEWARK
                                                                     NEW ORLEANS
                                                                     PARIS

December 20, 2005

VIA ELECTRONIC TRANSMISSION
---------------------------

Mr. Christian Sandoe
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
sandoec@sec.gov
---------------

 Re:  GAM FUNDS, INC.
      PRE 14A (FILE NO. 811-04062)

      GAM AVALON LANCELOT, LLC
      PRE 14A (FILE NO. 811-10245)

Dear Mr. Sandoe:

         I am writing to respond to the comments of the staff of the Securities
and Exchange Commission with respect to the above-referenced preliminary
Schedule 14A filing for each of GAM Funds, Inc. and GAM Avalon Lancelot, LLC
(the "Funds"), received by me from you during our telephone conference of
Thursday, December 15, 2005.

         For your convenience, your comments are set forth in italics in this
letter, followed by the applicable Fund's responses. Capitalized terms used but
not defined in this comment response letter have the meanings given to them in
the applicable proxy statement to which those comments and responses relate.

A.       GAM AVALON LANCELOT, LLC - PRE 14A (FILE NO. 811-10245)

1.       PLEASE REVISE PAGES 4 AND 13 TO STATE THE DATE ON WHICH THE MEMBERS OF
         THE FUND LAST APPROVED THE FUND'S PRIOR INVESTMENT ADVISORY CONTRACT
         AND PRIOR SUB-ADVISORY CONTRACT.

         RESPONSE: We have added the following sentence to the end of the first
         paragraph on page 4, so that this paragraph now reads in its entirety
         as follows (new language is UNDERLINED):

         "Prior to the closing of the Transaction, investment advisory services
         were provided to the Fund pursuant to Section 3.4 of the Fund's Limited
         Liability Company Agreement by

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PROSKAUER ROSE LLP

December 20, 2005
Page 2

         and between GAM USA and each of the members of the Fund, dated as of
         January 11, 2002, as amended and restated as of November 18, 2002 (the
         "Prior Investment Advisory Contract"). The Prior Investment Advisory
         Contract was last approved by the initial member of the Fund on October
         25, 2000."

         We have also added the following sentence to the third paragraph on
         page 13, so that this paragraph now reads in its entirety as follows:

         "Prior to the closing of the Transaction, investment consultant and
         sub-advisory services will be provided to GAM USA with respect to the
         Fund by GIML pursuant to the current Investment Advisory Agreement
         between GAM USA and GIML dated as of January 1, 2001, as amended and
         restated as of January 23, 2002 (the "Prior Sub-Advisory Contract").
         The Prior Sub-Advisory Contract was last approved by the initial member
         of the Fund on October 25, 2000. The Board of Directors is proposing
         the New Sub-Advisory Agreement for the Fund because the closing of the
         Transaction, discussed above, will constitute an indirect sale of a
         controlling block of voting securities of each of GAM USA and GIML,
         which will result in the automatic termination of the Prior
         Sub-Advisory Contract. GIML is a direct, wholly-owned subsidiary of GAM
         (U.K.) Limited, which in turn is a direct, wholly-owned subsidiary of
         GAM AG. As discussed above, all of the voting securities of GAM AG were
         sold by UBS to Julius Baer upon the closing of the Transaction, which
         resulted in GIML becoming an indirect, wholly-owned subsidiary of
         Julius Baer."

2.       PLEASE AMEND REFERENCES TO "CHF" TO CLARIFY THAT THE CURRENCY WHICH IS
         BEING REFERRED TO IS "SWITZERLAND FRANCS"

         RESPONSE: We have replaced all references to "CHF" in the document with
         the words "Switzerland Francs".

3.       THE PROXY STATEMENT CONTAINS THE FOLLOWING STATEMENT ON PAGE 4:
         "PURSUANT TO THE TERMS OF THE TRANSACTION AND IN CONSIDERATION FOR THE
         SALE OF THE BUSINESS, JULIUS BAER AGREED TO PAY TO UBS A PURCHASE PRICE
         CONSISTING OF APPROXIMATELY CHF3.8 BILLION (APPROXIMATELY $2.9 BILLION
         AS OF DECEMBER 1, 2005) IN CASH OR CASH EQUIVALENTS, AND SUCH NUMBER OF
         COMMON SHARES OF JULIUS BAER SO AS TO ENSURE THAT UBS HOLDS 21.5% OF
         THE SHARE CAPITAL OF JULIUS BAER IMMEDIATELY FOLLOWING THE CLOSING OF
         THE TRANSACTION."

         PLEASE COMMENT WITH RESPECT TO WHETHER THE ISSUANCE OF THESE COMMON
         SHARES BY JULIUS BAER TO UBS CONSTITUTED A `CHANGE IN CONTROL' OF
         JULIUS BAER.

         RESPONSE: UBS has contractually agreed not to vote its equity interest
         in Julius Baer for a period of three years. In addition, UBS will not
         exercise any control or influence on Julius Baer's strategy or on its
         operational business decisions. Accordingly, the Fund is

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PROSKAUER ROSE LLP

December 20, 2005
Page 3

         not aware of there having been any 'change in control' with respect to
         Julius Baer as a result of the Transaction.

4.       CHANGE THE LAST SENTENCE OF THE PARAGRAPH ENTITLED "SECTION 15(F) OF
         THE 1940 ACT" ON PAGE 5 TO READ AS FOLLOWS: "THE FUND CURRENTLY
         SATISFIES THIS CONDITION."

         RESPONSE:  Your requested change has been incorporated.

5.       CHANGE THE LAST SENTENCE OF THE SECOND PARAGRAPH OF THE SECTION
         ENTITLED "SECTION 15(F) OF THE 1940 ACT" TO INCLUDE AN AFFIRMATIVE
         STATEMENT THAT THERE WILL BE NO UNFAIR BURDEN IMPOSED ON THE FUND AS A
         RESULT OF THE TRANSACTION.

         RESPONSE:  The last sentence of this paragraph has been amended as
         follows:

         "The Board of Directors has not been informed of There are not any
         circumstances arising from the Transaction that might result in an
         unfair burden being imposed on the Fund."

6.       With respect to the paragraph on page 6 entitled "Management Fees",
         confirm whether these management fees are calculated and paid in
         advance or in arrears.

         RESPONSE: Consistent with the statement contained in the last sentence
         of this paragraph, management fees are calculated and paid in arrears.
         We have also added the following sentence to the end of the paragraph
         entitled "Management Fees" to address a comment you have made with
         respect to the proxy statement for GAM Funds, Inc.:

         "The total management fee paid by the Fund to GAM USA for the fiscal
         year ended March 31, 2005 was $3,587,135."

7.       WITH RESPECT TO THE PARAGRAPH ON PAGE 6 ENTITLED "LIMITATION OF
         LIABILITY OF GAM USA", COMMENT AS TO WHETHER THE WORDS "UNLESS IT SHALL
         BE DETERMINED BY FINAL JUDICIAL DECISION" OPERATE IN SUCH A WAY AS TO
         PERMIT INDEMNIFICATION BY THE FUND OF THE INVESTMENT ADVISER'S
         OFFICERS, DIRECTORS, PARTNERS, MEMBERS, PRINCIPALS, EMPLOYEES OR
         AGENTS, NOTWITHSTANDING AN ORDER BY THE SEC FINDING THAT A LOSS IS DUE
         TO AN ACT OR OMISSION OF SUCH PERSON CONSTITUTING WILLFUL MISFEASANCE,
         BAD FAITH, GROSS NEGLIGENCE OR RECKLESS DISREGARD OF SUCH PERSON'S
         DUTIES THEREAFTER.

         RESPONSE:  We have modified this paragraph to read in its entirety as
         follows:

         "GAM USA, including any of its officers, directors, partners, members,
         principals, employees or agents shall not be liable to the Fund or to
         any of its members for any loss or damage occasioned by any act or
         omission in the performance of such person's services under the Interim
         Investment Advisory Agreement, unless it shall be determined by final
         judicial, arbitral, administrative, or legislative decision on the
         merits

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PROSKAUER ROSE LLP

December 20, 2005
Page 4

         that such loss is due to an act or omission of such person constituting
         willful misfeasance, bad faith, gross negligence or reckless disregard
         of such person's duties thereunder. The rights of indemnification
         provided in the Interim Investment Advisory Agreement shall not be
         construed so as to provide for indemnification of an indemnitee for any
         liability to the extent (but only to the extent) that such
         indemnification would be in violation of applicable law."

         This revised paragraph incorporates additional language from the
         relevant provision of the Fund's Limited Liability Company Agreement
         stating that an indemnitee's right to indemnification does not apply in
         the event of an "administrative...decision on the merits that such loss
         is due to an act or omission of such person constituting willful
         misfeasance, bad faith, gross negligence or reckless disregard of such
         person's duties thereunder." We believe that this addresses your
         comment with respect to the previous language as this new language
         would not require the Fund to indemnify an indemnitee in the event of a
         final order by the SEC that a loss is due to the willful misfeasance,
         bad faith, gross negligence or reckless disregard of such person.

8.       MODIFY THE SECTIONS ENTITLED "APPROVAL BY THE BOARD OF DIRECTORS OF THE
         INTERIM INVESTMENT ADVISORY AGREEMENT" AND "APPROVAL BY THE BOARD OF
         DIRECTORS OF THE INTERIM SUB-ADVISORY AGREEMENT" TO REFLECT THE
         CONSIDERATIONS REFERRED TO IN ITEM 22C.11. OF SCHEDULE 14A -
         INFORMATION REQUIRED IN PROXY STATEMENT.

         RESPONSE: Please find attached as ANNEX A and ANNEX B hereto, marked
         copies of these sections of the proxy statement to address your
         comments. In particular, please note that the description of Board
         considerations refers to the Lipper Report, commissioned by the Board
         of Directors for the purposes of meeting their obligations under
         Section 15(c) of the Investment Company Act. We also note that the
         considerations referred to in Item 22c.11. of Schedule 14A are now more
         easily identified through the use of applicable sub-headings,
         highlighting these considerations.

9.       WITH RESPECT TO THE SECTION ENTITLED "APPROVAL BY THE BOARD OF
         DIRECTORS OF THE NEW INVESTMENT ADVISORY AGREEMENT" ON PAGE 12 AND
         "APPROVAL BY THE BOARD OF DIRECTORS OF THE NEW SUB-ADVISORY AGREEMENT"
         ON PAGE 19, PLEASE CLARIFY THAT THE BOARD'S CONSIDERATIONS OF THE NEW
         INVESTMENT ADVISORY AGREEMENT AND THE NEW SUB-ADVISORY AGREEMENT, WHILE
         THE SAME AS THOSE FOR THE INTERIM INVESTMENT ADVISORY AGREEMENT AND THE
         INTERIM SUB-ADVISORY AGREEMENT, WERE SEPARATELY CONSIDERED AT THE SAME
         MEETING.

         RESPONSE: We have modified these sections and inserted the word "same"
         after the word "the" and immediately prior to the word "in-person" in
         the third line of the first paragraph of each of these sections. We
         have also inserted the word "separately" after the word "again" and
         immediately prior to the word "considered" in the fourth line of the
         first paragraph of each of these sections.

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PROSKAUER ROSE LLP

December 20, 2005
Page 5

B.       SCHEDULE 14A FOR GAM FUNDS, INC. - PRE 14A (FILE NO. 811-04062)

1.       YOU HAVE SUGGESTED THAT THE FUND MIGHT WISH TO SEEK THE APPROVAL OF A
         NEW INVESTMENT ADVISORY AGREEMENT WITH RESPECT TO GAM AMERICAN FOCUS
         EQUITY, NOTWITHSTANDING THAT THE FUND IS SEEKING THE APPROVAL OF THE
         SHAREHOLDERS OF GAM AMERICAN FOCUS EQUITY TO DISSOLVE, LIQUIDATE AND
         TERMINATE GAM AMERICAN FOCUS EQUITY.

         RESPONSE: In consideration of the fact that the Fund has decided to
         seek shareholder approval of the dissolution, liquidation and
         termination of GAM American Focus Equity, the Fund has decided not to
         seek the approval of a new investment advisory agreement with respect
         to GAM American Focus Equity. Accordingly, no changes have been made to
         the proxy statement in this regard.

2.       PLEASE REVISE TO STATE THE DATE ON WHICH THE MEMBERS OF THE FUND LAST
         APPROVED THE FUND'S PRIOR INVESTMENT ADVISORY CONTRACT AND PRIOR
         SUB-ADVISORY CONTRACT.

         RESPONSE: We have added the following sentences to the descriptions of
         the Prior Investment Advisory Contracts on page 10:

         "1. Investment advisory services were provided to GAM International
         Equity, GAM Asia-Pacific Equity, GAM European Equity and GAMerica by
         GIML pursuant to the Second Amended and Restated Investment Advisory
         Agreement by and between the Company and GIML dated as of December 14,
         2004, and which was last approved by the shareholders of each such
         Fund on October 26, 1999; and

         "2. Investment advisory services were provided to GAM Gabelli
         Long/Short by GIML as a co-investment adviser pursuant to an investment
         advisory agreement by and between the Company and GIML dated as of
         February 12, 2003, and which was last approved by the shareholders of
         GAM Gabelli Long/Short on February 25, 2003; the other co-investment
         adviser to GAM Gabelli Long/Short is GAMCO Investors, Inc. ("GAMCO")
         who was appointed as co-investment adviser to GAM Gabelli Long/Short
         pursuant to an investment advisory agreement by and between the Company
         and GAMCO dated as of February 12, 2003, and which was last approved by
         the shareholders of GAM Gabelli Long/Short on February 25, 2003."

3.       PLEASE AMEND REFERENCES TO "CHF" TO CLARIFY THAT THE CURRENCY WHICH IS
         BEING REFERRED TO IS "SWITZERLAND FRANCS"

         RESPONSE: We have replaced all references to "CHF" in the document with
         the words "Switzerland Francs".

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PROSKAUER ROSE LLP

December 20, 2005
Page 6

4.       CHANGE THE LAST SENTENCE OF THE SECOND PARAGRAPH OF THE SECTION
         ENTITLED "SECTION 15(F) OF THE 1940 ACT" TO INCLUDE AN AFFIRMATIVE
         STATEMENT THAT THERE WILL BE NO UNFAIR BURDEN IMPOSED ON THE FUND AS A
         RESULT OF THE TRANSACTION.

         RESPONSE: The last sentence of this paragraph has been modified as
         follows:

         "There are not any circumstances arising from the Transaction that
         might result in an unfair burden being imposed on the Fund."

5.       DESCRIBE THE AGGREGATE ADVISORY FEES PAID TO THE INVESTMENT ADVISER FOR
         THE LAST FISCAL YEAR.

         RESPONSE: The following description of advisory fees paid by the Funds
         for its last fiscal year has been added on page 14 immediately above
         the sub-heading entitled "Limitation of Liability of GIML":

         "The actual advisory fee paid by each Fund during the fiscal year ended
          December 31, 2004, are set forth below:

             GAM              GAM
         INTERNATIONAL   ASIA-PACIFIC        GAM                     GAM GABELLI
             EQUITY         EQUITY      EUROPEAN EQUITY   GAMERICA    LONG/SHORT

           $ 1,169,669     $ 189,327      $ 281,426      $ 924,745    $ 593,445"
           ===========     =========      =========      =========    ==========

6.       THE PERFORMANCE BASED FEE IS A 12-MONTH ROLLING FEE. CONFIRM THAT THE