SecProbe.io

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

December 21, 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  further  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 today, December 21, 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 DISCUSS THE CONCLUSION  REACHED BY THE BOARD OF DIRECTORS  AFTER
         HAVING  CONSIDERED  THE  FACTORS  DESCRIBED  UNDER THE NEW  SUB-HEADING
         "NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED".

         RESPONSE:  We have  added  the  following  sentence  to the end of this
         paragraph so that the paragraph now reads in its entirety as follows:

         "NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED.

<PAGE>

PROSKAUER ROSE LLP

December 20, 2005
Page 2

                  When  considering  the  nature,  extent  and  quality  of  the
         services to be provided by GAM USA to the Fund,  the Board of Directors
         considered   the   in-house   capability   of  GAM  USA  in   terms  of
         administration,  research and trading  capabilities,  the  professional
         qualifications and experience of the portfolio managers responsible for
         the direction of the Fund, and the regulatory  compliance  policies and
         procedures of GAM USA as a measure of the nature, extent and quality of
         the services  provided by GAM USA. Based on these  considerations,  the
         Board of  Directors  concluded  that the  services to be provided  were
         appropriate and acceptable."

         The same  change  has also been made to the  corresponding  section  of
         Proposal  Two,  regarding  the  approval  of the  Interim  Sub-Advisory
         Agreement.

2.       PLEASE  PROVIDE  FURTHER  DISCUSSION  WITH  RESPECT  TO  THE  BOARD  OF
         DIRECTORS' CONSIDERATION OF THE COSTS OF SERVICES PROVIDED TO THE FUND,
         AS COMPARED TO OTHER FUNDS.

         RESPONSE:  The  following  language  has been  added  to the  paragraph
         entitled "Costs of Services Provided and  Profitability" to reflect the
         Board's discussions with regard to the expenses of the Fund as compared
         to other funds:

         "COSTS OF SERVICES PROVIDED AND PROFITABILITY.

                  In evaluating  the costs of the services to be provided by GAM
         USA  under  the  Interim   Investment   Advisory   Agreement   and  the
         profitability to each of GAM USA and GIML of its relationships with the
         Fund,  the Directors  reviewed,  among other things,  the Lipper Report
         which   compared   Fund   expenses,   including   those  of   advisers,
         administrators and custodians, with a group of "peer funds" selected by
         Lipper on the basis of comparability, as well as with a broader expense
         universe  that  takes  into  account  expenses  within  the  investment
         classification/objective  of the Fund.  The Lipper Report also provided
         the  Board of  Directors  with  relative  performance  data of the Fund
         measured against the total return  performance of what Lipper deemed to
         be similar funds and, also against a  performance  universe  comprising
         all funds within the investment  classification/objective  of the Fund.
         Lipper noted that due to the limited number of similar funds  available
         from which to select peers,  it had aggregated all closed-end  funds of
         hedge funds,  regardless  of their  investment  objective.  Lipper also
         noted that it had obtained  performance data for other funds from their
         most recent SEC filings,  which meant that performance  ending data for
         the  performance  groupings and universe  vary.  The Board of Directors
         also  noted  that  total  expenses  were at the high end due in part to
         costs,  such  as  transfer  agent  and  custodian  charges,   that  are
         proportionately significant when the assets of the Fund and the complex
         that  it is in are  relatively  small  so that  it is not  possible  to
         negotiate rates that can significantly lower the expense ratios."

<PAGE>

PROSKAUER ROSE LLP

December 20, 2005
Page 3

         The same  change  has also been made to the  corresponding  section  of
         Proposal  Two,  regarding  the  approval  of the  Interim  Sub-Advisory
         Agreement.

3.       PLEASE  PROVIDE  FURTHER  DISCUSSION  OF WHETHER  THE  BENEFITS  OF ANY
         ECONOMIES OF SCALE MAY INURE TO THE FUND'S MEMBERS  THROUGH AN INCREASE
         IN THE SIZE OF THE FUND, OR THROUGH BREAKPOINTS, IF ANY.

         RESPONSE:  The  following  language  has been  added  to the  paragraph
         entitled   "Fees  and  Economies  of  Scale"  to  reflect  the  Board's
         consideration  of whether the  benefits of economies of scale may inure
         to members:

         "FEES AND ECONOMIES OF SCALE.

         In reviewing the Transaction,  the Board of Directors considered, among
         other things, whether management fees or other expenses would change as
         a result of the  Transaction.  Based on material  provided by JBIM,  as
         requested by legal counsel for the Independent Directors,  the Board of
         Directors  determined that as a result of the  Transaction,  the Fund's
         total  management fees would not increase.  It was noted that if assets
         of the Fund  increase,  economies  of scale can be expected to inure to
         the benefit of members in the form of reduced  operating  expenses as a
         percentage  of  assets of the Fund.  Based on the  current  size of the
         Fund, the Board of Directors considered,  but did not seek to introduce
         breakpoints on the advisory fees for the Fund at this time."

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

1.       PLEASE (I) DISCUSS THE CONCLUSION  REACHED BY THE BOARD OF DIRECTORS AT
         THE MEETING AFTER HAVING CONSIDERED THE FACTORS DESCRIBED UNDER THE NEW
         SUB-HEADING "NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED", AND (II)
         CLARIFY THAT THESE FACTORS WERE  CONSIDERED  SEPARATELY WITH RESPECT TO
         EACH SERIES FUND.

         RESPONSE:  In response  to your  comments,  we have made the  following
         changes to this paragraph to clarify the Board's consideration of these
         issues:

         "NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED.

                  When  considering  the  nature,  extent  and  quality  of  the
         services to be provided by GIML to theeach GIML FundsFund, the Board of
         Directors separately considered with respect to each such GIML Fund the
         in-house  capability of GIML in terms of  administration,  research and
         trading capabilities, the professional qualifications and experience of
         the  portfolio  managers  responsible  for the direction of each of the
         Funds, and the regulatory compliance policies and procedures of GIML as
         a measure of the nature, extent and quality of the services provided by
         GIML. Based on these

<PAGE>

PROSKAUER ROSE LLP

December 20, 2005
Page 4

         considerations,  the Board of Directors  concluded that the services to
         be provided were appropriate and acceptable."

2.       PLEASE CLARIFY THAT THE FACTORS DISCUSSED UNDER THE SUB-HEADING  "COSTS
         OF SERVICES PROVIDED AND PROFITABILITY" WERE CONSIDERED SEPARATELY WITH
         RESPECT TO EACH SERIES FUND:

         RESPONSE:  In  response  to your  comments  we have made the  following
         changes to this section to clarify that these  factors were  considered
         separately with respect to each Fund:

         "COSTS OF SERVICES PROVIDED AND PROFITABILITY.

                  In evaluating the costs of the services to be provided by GIML
         under the Interim Investment  Advisory Agreements and the profitability
         to GIML of its relationships with theeach GIML FundsFund,  the Board of
         Directors  reviewed,  among  other  things,  the  Lipper  Report  which
         compared Fund expenses,  including  those of advisers,  administrators,
         custodians  and 12b-1 fees,  with a group of "peer  funds"  selected by
         Lipper on the basis of comparability, as well as with a broader expense
         universe  that  takes  into  account  expenses  within  the  investment
         classification/objective  of theeach GIML Fund in question.  The Lipper
         Report also provided the Board of Directors  with relative  performance
         data of each Fund measured against the total return performance of what
         Lipper  deemed to be similar  funds  and,  also  against a  performance
         universe     comprising     all    funds    within    the    investment
         classification/objective of the applicable GIML Fund. Lipper noted that
         it had obtained performance data for other funds from their most recent
         SEC  filings,   which  meant  that  performance  ending  data  for  the
         performance groupings and universe vary.

                  The Board of Directors  also  considered a report  prepared by
         GIML and GAM USA showing the estimated  aggregate  revenues received by
         GIML and GAM USA for the Fundseach GIML Fund and the estimated  related
         costs  to GIML and GAM USA of the  Fundseach  GIML  Fund as a  business
         unitsunit,  as  compared  with the  total  revenues,  costs,  overhead,
         bonuses and taxes of the two advisers,  as a measure of the cost of the
         services provided and the estimated profit realized  byprofitability to
         GIML and GAM USA from their relationships with the Fundseach GIML Fund.
         In addition,  the Board of Directors  also  reviewed the advisory  fees
         paid by other clients of GIML and considered the financial condition of
         GIML."

3.        PLEASE  PROVIDE  FURTHER  DISCUSSION  OF WHETHER  THE  BENEFITS OF ANY
          ECONOMIES  OF SCALE MAY INURE TO THE  FUND'S  SHAREHOLDERS  THROUGH AN
          INCREASE IN THE SIZE OF THE FUND, OR THROUGH BREAKPOINTS, IF ANY.

<PAGE>

PROSKAUER ROSE LLP

December 20, 2005
Page 5

         RESPONSE:  The  following  language  has been  added  to the  paragraph
         entitled   "Fees  and  Economies  of  Scale"  to  reflect  the  Board's
         consideration  of whether the  benefits of economies of scale may inure
         to shareholders:

         "FEES AND ECONOMIES OF SCALE.

                  In  reviewing   the   Transaction,   the  Board  of  Directors
         considered,  among  other  things,  whether  management  fees or  other
         expenses would change as a result of the Transaction. Based on material
         provided by JBIM,  as  requested by legal  counsel for the  Independent
         Directors,  the Board of Directors  determined  that as a result of the
         Transaction,  the GIML Funds' total management fees would not increase.
         It  was  noted  that  if  the  assets  of  a  GIML  Fund  increase,   a
         shareholder's   percentage   of  these   management   fees  and   other
         non-management  expenses  would be expected to  decrease.  It was noted
         that the benefits of these  economies of scale would be  attributed  to
         shareholders  (other than  shareholders  of GAM Gabelli  Long/Short) as
         permanent breakpoints had been put in place in 2004 with respect to the
         management fees of all but GAM Gabelli Long/Short."

                                     *  *  *  *  *

         In  connection  with the above  responses to your  comments,  each Fund
         acknowledges that:

         o    such Fund is  responsible  for the  adequacy  and  accuracy of the
              disclosure in its applicable filings;

         o    staff  comments  or changes to  disclosure  in  response  to staff
              comments  do not  foreclosure  the SEC from taking any action with
              respect to the filings; and

         o    such  Fund may not  assert  staff  comments  as a  defense  in any
              proceeding  initiated  by the SEC or any person  under the federal
              securities laws of the United States.

                                     *  *  *  *  *

         Thank you very much for your prompt review of this letter.  Please call
me at (212)  969-3736  should you or any other  member of the SEC staff have any
questions or additional comments.

Very truly yours,

David G. Taylor

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