gblform10k2008.htm
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
or
[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______
Commission file number 1-14761
 
GAMCO Investors, Inc.
 
(Exact name of registrant as specified in its charter)
 
 
New York
 
13-4007862
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
One Corporate Center, Rye, NY
 
10580-1422
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code (914) 921-5100
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
 Name of each exchange on which registered
 
 
Class A Common Stock, par value $0.001 per share
 
 New York Stock Exchange, Inc.
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes o No x.
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No x.
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes x No o.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer", "accelerated filer", and "smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer o
Accelerated filer x
   
 
Non-accelerated filer o
(Do  not check if a smaller reporting company)
Smaller reporting company o
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes o No x.
 

 
 

 
 
The aggregate market value of the class A common stock held by non-affiliates of the registrant as of June 30, 2008 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $366,282,100.
 
As of March 1, 2009, 7,383,415 shares of class A common stock and 20,378,699 shares of class B common stock were outstanding.  20,028,500 shares of class B common stock were held by GGCP, Inc.
 
DOCUMENTS INCORPORATED BY REFERENCE:  The definitive proxy statement for the 2009 Annual Meeting of Shareholders.
 
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GAMCO Investors, Inc.
     
 Annual Report on Form 10-K For the Fiscal Year Ended December 31, 2008
   
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2008 Selected Dynamics
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Overview
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  Item 4   Submission Of Matters To A Vote Of Security Holders  27
   
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Certifications
   
     
     
     

 
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PART I
 
Forward-Looking Statements
 
Our disclosure and analysis in this report and in documents that are incorporated by reference contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events.  You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning.  They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results.
 
Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation: the adverse effect from a decline in the securities markets; a decline in the performance of our products; a general downturn in the economy; changes in government policy or regulation; changes in our ability to attract or retain key employees; and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. We also direct your attention to any more specific discussions of risk contained in Item 1A below and in our other public filings or in documents incorporated by reference here or in prior filings or reports.
 
We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.
 
ITEM 1: BUSINESS
 
Unless we have indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” “GBL,” “we,” “us” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors and its subsidiaries.
 
2008 Selected Dynamics
 
Since our initial public offering in February 1999, GBL’s class A common stock has generated a 76% total return (including dividends) for its shareholders through December 31, 2008 versus a total negative return of 13% (including dividends) for the S&P 500 Index during the same period.  Our class A common stock, which is traded on the New York Stock Exchange under the symbol “GBL”, ended the year at a closing market price of $27.32.
 
During 2008, we returned $95.6 million of our earnings to shareholders through dividends and our stock buyback program. We paid $56.2 million, or $2.02 per share, in dividends to our common shareholders and purchased 896,525 million shares at $39.4 million, for an investment of $43.93 per share.
 
In March, Gabelli Funds, LLC ("Funds Advisor") assumed the role of investment advisor to the AXA Enterprise Mergers and Acquisitions Fund, a fund that has been sub-advised by GAMCO Asset Management Inc. (“GAMCO”), an affiliate, since the fund’s inception on February 28, 2001. The portfolio management team, which has managed the fund since inception, remained the same.

In May, Nicholas F. Galluccio was named as the President and CEO of Teton Advisors, Inc. (“Teton”), a subsidiary of GAMCO, effective July 1. GAMCO is finalizing the distribution of its shares held in Teton to shareholders of GAMCO in March of 2009. Teton is the adviser to seven open-end mutual funds under the GAMCO Westwood brand. Mr. Galluccio was with Trust Company of the West for 25 years, where he served as the Group Managing Director, U.S. Equities and Senior Portfolio Manager.

In July, Jeffrey M. Farber joined us as Executive Vice President Finance/Corporate Development and Chief Financial Officer. Mr. Farber will help us expand our business both internally and through acquisitions and lift-outs. He was previously with Bear Stearns, most recently as Senior Vice President – Finance and Controller; and prior to that with Deloitte & Touche as an audit partner.

In October, GBL privately placed a $60 million convertible promissory note with Cascade Investment, L.L.C. (“Cascade”). The ten-year note pays interest at 6.5% and provides Cascade with certain put rights and an escrow agreement. The note is convertible into GBL class A common stock at $70 per share.
 
In October, Virgil Chan joined GAMCO to manage our Asia operations from Hong Kong and will oversee all management functions in Asia.  Mr. Chan has held a number of positions in investment banking and private equity, most recently with Symphony Capital Partners (formerly Schroder Capital Partners) in Singapore. He received his MBA from the Fellows Program at the MIT of the Sloan School of Management and holds an undergraduate degree from Washington University in St. Louis. A U.S. citizen, Mr. Chan is a Hong Kong Permanent Resident.

During November, the Bjurman, Barry Micro-Cap Growth Fund selected Teton, a subsidiary of GBL, as the interim investment adviser.  Shareholders of the fund are in the process of voting to merge the fund into our GAMCO Westwood Mighty MitesSM Fund.

GBL formed a research and portfolio team to focus on the clean-technology and alternative-energy sector, with the future possibility of launching an investment fund.  "Gabelli Green", led by John Segrich, will focus on investment opportunities in existing companies whose core operations are within wind, solar, emission controls and energy efficiency, nuclear, water and waste, energy storage, bio fuels, and all aspects of carbon capture, storage and trading. Gabelli Green broadens our platform joining other global teams that focus on Digital, Food of All Nations, Healthcare & Wellness, and Productivity Enhancers.

GAM GAMCO Equity Fund was awarded Standard & Poor’s AAA Rating for the fifth consecutive year and is one of only four S&P AAA rated funds out of the 95 fund Mainstream Equities Group. The Standard & Poor’s AAA rating is a widely acknowledged measure of excellence, awarded only when, in S&P’s words: “The fund demonstrates the highest standards of quality based on its investment process and management’s consistency of performance as compared to funds with similar objectives.”

Our liquid balance sheet, coupled with investment grade credit ratings from both Moody's and Standard & Poor's, provides access to financial markets and the flexibility to opportunistically add operating resources to our firm, repurchase our stock and consider strategic initiatives. As a result of GBL's shelf registration in the third quarter 2006, we have the right to issue any combination of senior and subordinate debt securities, convertible debt securities and equity securities (including common and preferred securities) up to a total amount of $520 million.

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Our financial strength is underscored by having received an investment grade rating from two ratings agencies, Moody’s Investors Services and Standard and Poor’s Ratings Services.  We believe that maintaining these investment grade ratings will provide greater access to the capital markets, enhance liquidity and lower overall borrowing costs. However, we will also consider the use of leverage as part of our corporate financial strategy even if it results in a lowering of our investment rating.
 
Gabelli & Company hosted six institutional symposiums and conferences during 2008.  These meetings are an important component of the research services the firm provides its institutional clients.  Specifically, 2008 featured our 32nd annual Automotive Aftermarket Symposium, our 18th annual Pump Valve & Motor Symposium, our 14th annual Aircraft Supplier Conference, seventh annual Dental Conference, and our inaugural Specialty Chemicals and Best Ideas Conferences.  In 2009, we have already initiated our first Movie Conference to be held in March.
 
Overview
 
GAMCO Investors, Inc. (New York Stock Exchange ("NYSE"): GBL), well known for its Private Market Value (PMV) with a CatalystTM investment approach, is a widely-recognized provider of investment advisory services to mutual funds, institutional and private wealth management investors, and investment partnerships, principally in the United States.  Through Gabelli & Company, Inc. ("Gabelli & Company"), we provide institutional research services to institutional clients and investment partnerships.  We generally manage assets on a discretionary basis and invest in a variety of U.S. and international securities through various investment styles.  Our revenues are based primarily on the firm’s levels of assets under management ("AUM") and to a lesser extent, incentive fees associated with our various investment products.
 
Since 1977, we have been identified with and enhanced the “value” style approach to investing. Over the 31 years since the inception of the firm, consistent with our fundamental objective of providing an absolute rate of return for our clients, GBL generated over $10.5 billion in investment returns for our institutional and private wealth management clients.  The 31 year CARR (compounded annual rate of return) for the institutional clients (as measured by our composite return) was 16.2% on a gross basis and 15.3% on a net basis. As stated in our mission statement, our investment objective is to earn a superior risk-adjusted return for our value clients over the long-term through our proprietary fundamental research.  In addition to our value portfolios, we offer our clients a broad array of investment strategies that include global, growth, international and convertible products.  We also offer a series of investment partnership (performance fee-based) vehicles that provide a series of long-short investment opportunities, both market and sector specific opportunities, including offerings of non-market correlated investments in merger arbitrage, as well as fixed income strategies.
 
As of December 31, 2008, we had $20.7 billion of AUM, 93% of which were in equity products.  We conduct our investment advisory business principally through our subsidiaries: GAMCO Asset Management Inc. (Separate Accounts), Gabelli Funds, LLC (Mutual Funds) and Gabelli Securities, Inc. (Investment Partnerships).  We also act as an underwriter, are a distributor of our open-end mutual funds and provide institutional research through Gabelli & Company, our broker-dealer subsidiary.
 
Our assets under management are organized into three groups:
 
·
Investment Partnerships: we provide advisory services to limited partnerships and offshore funds (“Investment Partnerships”).  We managed a total of $295 million in Investment Partnership assets on December 31, 2008.
 
· 
Institutional and Private Wealth Management: we provide advisory services to a broad range of investors, including private wealth management, corporate pension and profit-sharing plans, foundations, endowments, jointly-trusteed plans and municipalities, and also serve as sub-advisor to certain other third-party investment funds including registered investment companies (“Institutional and Private Wealth Management”).  Each Institutional and Private Wealth Management portfolio is managed to meet the specific needs and objectives of the particular client by utilizing investment strategies and techniques within our areas of expertise.  On December 31, 2008, we had $8.5 billion of Institutional and Private Wealth Management AUM.
 
· 
Open and Closed-End Funds: we provide advisory services to (i) twenty one open-end funds and nine closed-end funds under Gabelli, GAMCO and Comstock brands; and (ii) seven open-end funds including the Westwood family of funds and the B.B. Micro Cap Growth Fund (collectively, the “Funds”).  The Funds had $11.9 billion of assets under management on December 31, 2008.
 
GBL is a holding company formed in connection with our initial public offering (“Offering”) in February 1999.  GGCP, Inc. owns a majority of the outstanding shares of class B common stock of GBL, which ownership represented approximately 95% of the combined voting power of the outstanding common stock and approximately 72% of the equity interest on December 31, 2008.  GGCP, Inc. is majority-owned by Mr. Mario J. Gabelli (“Mr. Gabelli”).  Accordingly, Mr. Gabelli could be deemed to control GBL.
 
Our principal executive offices are located at One Corporate Center, Rye, New York 10580.  Our telephone number is (914) 921-5100.  We post or provide a link on our website, www.gabelli.com, to the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission ("Commission" or “SEC”): our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  All such filings on our website are available free of charge.
 
Performance Highlights
 
Institutional and Private Wealth Management
 
The institutional client composite of our Institutional and Private Wealth Management business has achieved a compound annual return of approximately 15.3% on a net basis for over 31 years since inception through December 31, 2008, even after reflecting a 38.2% decline in this composite last year. The accounts in this composite are managed in our absolute return, research-driven PMV with a CatalystTM style since inception.

 
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The table below compares the long-term performance record for our Institutional and Private Wealth Management composite since 1977, using our traditional value-oriented product, the Gabelli PMV with a CatalystTM investment approach, versus various benchmarks.
 
GAMCO Value
1977 – 2008
 
 
GAMCO(a)
S&P 500(b)
Russel 2000(b)
 
CPI+10(b)
 
Number of Up Years
28
25
21
     
Number of Down Years
4
7
9
     
Years GAMCO Value Beat Index
 
22
21
   
20
 
Total Return (CAGR) gross (a)
16.2
10.8
10.8
   
14.0
 
Total Return (CAGR) net
15.3
           
Beta
0.82
           
 Note: 1977 is a stub period of 10/1/77 to 12/31/77.
 
Footnotes
 
    (a)
 
The GAMCO Value composite represents fully discretionary, tax-exempt institutional accounts managed for at least one full quarter and meeting minimum account size requirements.  The minimum size requirement for inclusion in 1985 was $500,000; $1 million in 1986; and $5 million in 1987 and thereafter. The performance calculations include accounts under management during the respective periods. As of 12/31/08, the GAMCO Value composite included 41 accounts with an aggregate market value of $2.5 billion.  No two portfolios are identical.  Accounts not within this size and type may have experienced different results. Not all accounts in the GAMCO Value Composite are included in the composite.

· 
GAMCO Value performance results are computed on a total-return basis, which includes all dividends, interest, and realized and unrealized gains and losses.  The summary of past performance is not intended as a prediction of future results.  Returns are presented in U.S. dollars.  All returns are before taxes and custodial fees. The inception date of the GAMCO Value composite is 10/1/77.

· 
The net returns from 1990 to 2008 are net of actual fees and actual transaction costs.  The net returns before 1990 reflects the calculation using a model investment fee (1% compounded quarterly) and actual transaction costs.  Gross returns are before investment management fees.

· 
GAMCO Value Total Return represents the total net return of the composite from 10/1/77 through 12/31/08.

· 
Beta is the measure of the GAMCO Value composite’s risk (volatility) in relation to the S&P 500 Index.
 
    (b)
The S&P 500 is an unmanaged index of 500 U.S. stocks and performance represents total return of the index including reinvestment of dividends.  The Russell 2000 is an unmanaged index of 2,000 small capitalization stocks and performance represents total return of the index including reinvestment of dividends.  The performance figures for the Russell 2000 are based on an inception date of 1/1/79.  The S&P 500 and Russell 2000 do not necessarily reflect how a managed portfolio of equity securities would have performed.  The CPI is a widely-used measure of inflation, and the CPI+10 measure is used to show the results that would have been achieved by obtaining a rate of return that exceeded the CPI by a constant 10% as a basis of comparison versus the results of the GAMCO Value composite.
 
· 
GAM GAMCO Equity Fund was awarded Standard & Poor’s AAA Rating for the fifth consecutive year and is one of only four S&P AAA rated funds out of the 95 fund Mainstream Equities Group. The Standard & Poor’s AAA rating is a widely acknowledged measure of excellence, awarded only when, in S&P’s words: “The fund demonstrates the highest standards of quality based on its investment process and management’s consistency of performance as compared to funds with similar objectives.”  GAM GAMCO Equity Fund has been sub-advised by GAMCO for London UK based GAM since the fund’s launch in October 1987.  We plan to enhance our position as a sub-advisor with other financial sponsors where we have investment capacity.
 
Open and Closed-End Funds
 
· 
Our 100% US Treasury Money Market Fund¹, exceeded $1 billion as investors fled enhanced-money market funds in favor of funds that focus on the highest quality U.S. Treasury instruments and superior yield.  The fund ranked second in total return for the 12 months ended December 31, 2008 among 78 US Treasury money market funds tracked by Lipper Inc.², For the 5 year and 10 year periods ended December 31, 2008, the fund ranked 2nd out of 69 funds and 3rd out of 47 funds, respectively, within that category.
 
 
(1) Past performance is no guarantee of future results. An investment in any money market fund is not insured or guaranteed by the US government, the Federal Deposit Insurance Corporation or any government agency. Although the Fund seeks to maintain the value of an investment at $1.00 per share it is possible to lose money by investing in the Fund. Dividend yields and returns have been enhanced due to expense limitations initiated by the Adviser. Equity funds involve the risk that the underlying investments may lose value.  Accordingly, it is possible to lose money by investing in these funds. Investing in gold stocks is considered speculative and is affected by a variety of worldwide economic, financial, and political risks. Small capitalization companies present greater risks than securities of larger more established companies. They trade less frequently and experience more abrupt price movements. Investors should consider the investment objectives, risks, sales charges and expense of the fund carefully before investing. The prospectus contains more complete information about this and other matters. The prospectus should be read carefully before investing. You can obtain a prospectus by calling Gabelli & Company, Inc. at 1-800-GABELLI (1-800-422-3554) or contacting your financial representative or by visiting http://www.gabelli.com.
 
(2) Lipper Inc. is a nationally-recognized independent provider of investment company data.
 
 
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Business Strategy
 
Our business strategy targets global growth of the franchise through continued leveraging of our proven asset management strengths including our brand name, long-term performance record, diverse product offerings and experienced investment, research and client service professionals.  In order to achieve growth in AUM and profitability, we are pursuing a strategy which includes the following key elements:
 
 
· 
Gabelli “Private Market Value (PMV) with a CatalystTMInvestment Approach.  While we have expanded our investment product offerings, our “value investing” approach remains the core of our business.  This method is based on the value investing principles articulated by Graham & Dodd in 1934 and further augmented by Mario J. Gabelli, CFA with his development of Private Market Value (PMV) with a CatalystTM and his introduction of a catalyst into the value investment methodology.  The development of PMV analysis combined with the concept of a catalyst has evolved from the original Graham & Dodd value investing approach to a Gabelli augmented Graham & Dodd and, which attributable to Gabelli, is commonly referred to as Private Market Value (PMV) with a CatalystTM investing.
 
             - 
Private Market Value (PMV) with a CatalystTM investing is a disciplined, research-driven approach based on intensive security analysis.  In this process, we generally select stocks whose intrinsic value, based on our estimate of current asset value and future growth and earnings power, is significantly different from the value as reflected in the public market.  We then calculate the firm’s PMV, which is defined as the price an informed industrial buyer would be likely to pay to acquire the business.
 
             - 
Our value team generally looks for situations in which catalyst(s) is (are) working to help eliminate the premium or realize the discount between the public market price and the estimated PMV.  Catalysts which are company specific include:  realization of hidden assets, recognition of underperforming subsidiaries, share buybacks, spin-offs, mergers and acquisitions, balance sheet changes, new products, accounting changes, new management and cross-shareholder unwinding.  Other catalysts are related to industry dynamics or macroeconomics and include but are not limited to: industry consolidation, deregulation, accounting, tax, pension and political reforms, technological change and the macroeconomic backdrop.  The time horizons for catalysts to trigger change can either be short-term, medium-term or long-term.
 
· 
Establishing Research and Relationship Centers. To extend our research into new areas and add to our core research competency, we opened two research offices in Shanghai and Singapore supplementing our existing offices in London, New York, Chicago, Greenwich CT, Reno, Palm Beach, and Minneapolis. We will continue to evaluate adding additional research offices throughout the world.
 
· 
Introducing New Products and Services. We believe we have the capacity for development of new products and services around the Gabelli and GAMCO brands to complement our existing product offerings. New products since our initial public offering include:
 
-  
Six closed-end funds: The Gabelli Dividend & Income Trust, The Gabelli Global Deal Fund, The Gabelli Global Utility and Income Trust, The Gabelli Global Gold, Natural Resources & Income Trust, The Gabelli Utility Trust, and The Gabelli Healthcare and WellnessRX Trust.
 
-  
Four open-end funds:  Gabelli Blue Chip Value Fund (1999), Gabelli Utilities Fund (1999) Gabelli Woodland Small Cap Value Fund (2003), Gabelli SRI Fund (2007), to be rebranded as Gabelli Green SRI Fund, Inc. in 2009.
 
-  
Four offshore funds:  Gabelli Global Partners, Ltd., Gabelli Japanese Value Partners, Ltd., Gabelli Capital Structure Arbitrage Fund Ltd., and GAMCO SRI Partners, Ltd.
 
-  
Eight private limited partnerships:  Gemini Global Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP., Gabelli Intermediate Credit, L.P., Gabelli Japanese Value Partners, L.P., Gabelli Associates Fund II, L.P., GAMA Select Energy Plus, L.P., GAMCO Medical Opportunities, L.P., and the GAMCO Long/Short Equity Fund, L.P. to be launched in 2009.
 
· 
Incentive Fees and Fulcrum Fees. Our investment strategy is focused on adding stock specific alpha through our proprietary Private Market Value (PMV) with a CatalystTM equity research efforts.  We expect to receive an increasing portion of our revenues and earnings through various products with incentive and fulcrum fees.  Since we envision that a growing percentage of the firm's revenues will be directly linked to performance-based fees, this will also increase the variability of our revenues and profits.  As of December 31, 2008, approximately $1.0 billion of Institutional and Private Wealth Management assets are managed on a performance fee basis along with $1.0 billion of preferred issues of closed-end funds, the $344 million The Gabelli Global Deal Fund and $295 million of investment partnership assets.  Unlike most money management firms, we elected not to receive a management fee on a majority of the preferred offerings in our closed-end funds until the fund’s overall performance exceeds each preferred’s nominal cost of capital. In addition, the incubation of new product strategies using proprietary capital will compensate the investment team with a performance fee model to reinforce our pay-for-performance approach.
 
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· 
Expanding Mutual Fund Distribution.  We continue to expand our distribution network primarily through national and regional brokerage firms and have developed additional classes of shares for most of our mutual funds for sale through these firms and other third-party distribution channels on a commission basis.  We intend to increase our wholesaling efforts to market the multi-class shares, which have been designed to meet the needs of investors who seek advice through financial consultants.
 
· 
Increasing Presence in Private Wealth Management Market.  Our private wealth management business focuses, in general, on serving clients who have established an account relationship of $1 million or more with us.  According to industry estimates, the number of households with over $1 million in investable assets will continue to grow in the future, subject to ups and downs in the equity and fixed income markets.  With our 32-year history of serving this segment, long-term performance record, customized portfolio approach, dominant, tax-sensitive, buy-hold investment strategy, brand name recognition and broad array of product offerings, we believe that we are well-positioned to capitalize on the growth opportunities in this market.
 
· 
Increasing Marketing for Institutional and Private Wealth Management.  The Institutional and Private Wealth Management business was principally developed through direct marketing channels. Historically, pension and financial consultants have not been a major source of new institutional and private wealth management business for us.  We plan to augment our institutional sales force through the addition of staff to market directly to the consultant community as well as our traditional marketing channels.
 
· 
Attracting and Retaining Experienced Professionals.  We offer significant variable compensation that provides opportunities to our staff.  We have increased the scope of our investment management capabilities by adding portfolio managers and other investment personnel in order to expand our broad array of products.  The ability to attract and retain highly-experienced investment and other professionals with a long-term commitment to us and our clients has been, and will continue to be, a significant factor in our long-term growth. At December 2008, we have 369,900 restricted stock awards outstanding to our professional staff recommended by and excluding Mr. Gabelli, which have three- and five-year vesting, which will reward long-term commitment to our goals.
 
· 
Sponsorship of Industry Conferences. Gabelli & Company, our institutional research boutique, sponsors industry conferences and management events throughout the year. At these conferences and events, senior management from leading industry companies share their thoughts on the industry, competition, regulatory issues and the challenges and opportunities in their businesses with portfolio managers and securities analysts.

· 
Hosting of Institutional Investor Symposiums.  We have a tradition of sponsoring institutional investor symposiums that bring together prominent portfolio managers, members of academia and other leading business professionals to present, discuss and debate current issues and topics in the investment industry.
 
-1997
“Active vs. Passive Stock Selection”
-1998
“The Role of Hedge Funds as a Way of Generating Absolute Returns”
-2001
“Virtues of Value Investing”
-2003
“Dividends, Taxable versus Non-Taxable Issues”
-2006
“Closed-End Funds: Premiums vs. Discounts, Dividends and Distributions”
 
We also hold annual conferences for our investment partnership clients and prospects in New York and London at which our portfolio management team discusses the investment environment, our strategies and portfolios, and event-driven investment opportunities.
 
· 
Capitalizing on Acquisitions, Alliances and Lift-outs.  We intend to selectively and opportunistically pursue acquisitions, alliances and lift-outs that will broaden our product offerings and add new sources of distribution.  In November 2002, we completed our alliance with Woodland Partners LLC, a Minneapolis based investment advisor of institutional, high net-worth and sub-advisory accounts.  On October 1, 1999, we completed our alliance with Mathers and Company, Inc. and now act as investment advisor to the Mathers Fund (renamed GAMCO Mathers Fund), and in May 2000, we added Comstock Partners Funds, Inc., (renamed Comstock Funds, Inc.).  The Mathers and Comstock funds are part of our Non-Market Correlated mutual fund product line. On March 11, 2008, Funds Advisor assumed the role of investment advisor to the AXA Enterprise Mergers and Acquisitions Fund, a fund that has been sub-advised by GAMCO since the fund’s inception on February 28, 2001.  In November 2008, the Board of Directors of the B.B. Micro Cap Growth Fund selected Teton, a subsidiary of GBL, as its interim investment adviser.  Shareholders of the fund have been asked to approve a merger of the fund into the GAMCO Westwood Mighty MitesSM Fund.
 
We believe that we have the financial capacity to pursue acquisitions and lift-outs.
 
We believe that our growth to date is traceable to the following factors:
 
· 
Strong Industry Fundamentals:  According to data compiled by the U.S. Federal Reserve, the investment management industry has grown faster than more traditional segments of the financial services industry, including the banking and insurance industries. Since GBL began managing for institutional and private wealth management clients in 1977, world equity markets have grown at a 10.2% compounded annual growth rate through December 31, 2008 to nearly $32 trillion(a).  The U.S. equity market comprises about $10.6 trillion(a) or roughly 33% of world equity markets.  We believe that demographic trends and the growing role of money managers in the placement of capital compared to the traditional role played by banks and life insurance companies will result in continued growth of the investment management industry.
 
· 
Long-Term Performance: We have a superior long-term record of achieving relatively high returns for our Institutional and Private Wealth Management clients. We believe that our performance record represents a competitive advantage and a recognized component of our franchise.
 
· 
Stock Market Gains: Since we began managing for institutional and private wealth management clients in 1977, our traditional value-oriented Institutional and Private Wealth Management composite has earned a compound annual return of 15.3% net of fees versus a compound annual return of 10.8% for the S&P 500 through December 31, 2008.  Since our initial public offering in February 1999 through December 2008, the compound annual return for our traditional value-oriented Institutional and Private Wealth Management composite was 5.3% versus the S&P 500’s compound annual total negative return of 1.5%.
 
· 
Widely-Recognized “Gabelli” and “GAMCO” Brand Names:  For much of our history, our portfolio managers and investment products have been featured in a variety of financial print media, including both U.S. and international publications such as The Wall Street Journal, Financial Times, Money Magazine, Barron's, Fortune, Business Week, Nikkei Financial News, Forbes Magazine, Consumer Reports and Investor's Business Daily. We also underwrite publications written by our investment professionals, including  Deals…Deals…and More Deals which examines the practice of merger arbitrage and Global Convertible Investing: The Gabelli Way, a comprehensive guide to effective investing in convertible securities.

· 
Diversified Product Offerings:  Since the inception of our investment management activities, we have sought to expand the breadth of our product offerings. We currently offer a wide spectrum of investment products and strategies, including product offerings in U.S. equities, U.S. fixed income, global and international equities, convertible securities, U.S. balanced and investment partnerships.
 
(a) Source: Birinyi Associates, LLC
 
8

 
Business Description
 
GBL was originally founded in 1976 as an institutional broker-dealer.  We entered the institutional and private wealth management business in 1977, management of investment partnerships in 1985 and the mutual fund business in 1986.  Our initial product offerings centered on our tax sensitive, buy-hold, value-oriented investment philosophy.   Starting in the mid-1980s, we began building on our core value-oriented equity investment products by adding new investment strategies designed for a broad array of clients seeking to invest in growth-oriented equities, convertible securities and fixed income products.  Since then, we have continued to build our franchise by expanding our investment management capabilities through the addition of industry specific, international, global, non-market correlated, venture capital, leveraged buy-out and merchant banking product offerings.  Throughout our 31-year history, we have marketed most of our products under the “Gabelli” and “GAMCO” brand names.  Specialty brands offered to investors include Mathers, Comstock, Westwood and Woodland.
 
Our AUM are clustered mostly in three groups:  Institutional and Private Wealth Management, Mutual Funds and Investment Partnerships.
 
Institutional and Private Wealth Management:  Since 1977, we have provided investment management services through our subsidiary GAMCO to a broad spectrum of institutional and private wealth investors.  At December 31, 2008, we had $8.5 billion of AUM in approximately 1,700 Institutional and Private Wealth Management accounts, representing approximately 41% of our total AUM. We currently provide advisory services to a broad range of investors, the majority of which (in total number of accounts) are private wealth management client accounts – defined as individuals and their retirement assets generally having minimum account balances of $1 million.  As of December 31, 2008, Institutional client accounts, which include corporate pension and profit sharing plans, jointly-trusteed plans and public funds, represented 43% of the Institutional and Private Wealth Management assets and 7% of the accounts. Private wealth management accounts comprised approximately 83% of the total number of Institutional and Private Wealth Management accounts and approximately 28% of the assets as of December 31, 2008.
 
Private wealth management clients are attracted to us by our returns and the tax efficient nature of the underlying investment process in these traditional products.  Foundation and endowment fund assets represented 9% of the number of Institutional and Private Wealth Management accounts and approximately 10% of the assets.  The sub-advisory portion of the Institutional and Private Wealth Management (where we act as sub-advisor to certain other third-party investment funds) held approximately $1.6 billion or 19% of total Institutional and Private Wealth Management assets with less than 1% of the number of accounts.
 
The ten largest relationships comprised approximately 45% of our total Institutional and Private Wealth Management AUM and approximately 20% of our total Institutional and Private Wealth Management revenues as of and for the year ended December 31, 2008, respectively.
 
In general, our Institutional and Private Wealth Management AUM are managed to meet the specific needs and objectives of each client by utilizing investment strategies – “value”, “large cap value”, “small cap value”, “large cap growth”, “global”, “international growth” and “convertible bond” – and techniques that are within our areas of expertise.  We distinguish between taxable and tax-free assets and manage client portfolios with tax sensitivity within given investment strategies.
 
At December 31, 2008, over 91.7% of our Institutional and Private Wealth Management AUM were obtained through direct sales relationships.  Sales efforts are conducted on a regional and product specialist basis.  Members of the sales and marketing staff for the Institutional and Private Wealth Management business have an average of more than ten years of experience with us and focus on developing and maintaining direct, long-term relationships with their Institutional and Private Wealth Management clients.  The firm will host its 24th Annual Client Conference in May 2009. This event will be held at the Pierre Hotel in New York and will include presentations by our portfolio managers and analysts.
 
We act as a sub-advisor on certain funds for several large and well-known fund managers.  Similar to corporate clients, sub-advisory clients are also subject to business combinations which may result in the curtailment of product distribution or the termination of the relationship.
 
Investment advisory agreements for our Institutional and Private Wealth Management are typically subject to termination by the client without penalty on 30 days' notice or less.
 
Open and Closed-End Funds:  Gabelli Funds, LLC provides advisory services to twenty-one open-end funds and nine closed-end funds.  The Company, through Teton, advises the GAMCO Westwood family of funds, consisting of six open-end funds, three of which are managed on a day-to-day basis by Teton, and three are sub-advised by Westwood Management Corp., a wholly-owned subsidiary of Westwood Holdings Group, Inc.  Teton also advises the B.B. Micro Cap Growth Fund.  At December 31, 2008, we had $11.9 billion of AUM in open-end funds and closed-end funds, representing approximately 58% of our total AUM.  Our equity funds and closed-end funds were $10.4 billion in AUM on December 31, 2008, 35.7% below the $16.1 billion on December 31, 2007.
 
On February 25, 2009, we announced the completion of our previously disclosed plan to distribute shares in majority-controlled Teton.  On the March 10, 2009 record date for this transaction, shareholders of GBL will receive 14.93 shares of Teton for each 1,000 shares of GBL owned.  The distribution date is March 20, 2009.

As a result of the Teton spin-off, the following Teton advised funds will no longer be a part of GBL: GAMCO Westwood Equity Fund, GAMCO Westwood Balanced Fund, GAMCO Westwood Income Fund, GAMCO Westwood SmallCap Equity Fund, GAMCO Westwood Intermediate Bond Fund, GAMCO Westwood Mighty MitesSM Fund and the B.B. Micro Cap Growth Fund.

The Board of Trustees of the B.B. Micro Cap Growth Fund has selected Teton to act as the interim investment advisor and, subject to shareholder approval, the fund will be merged into the GAMCO Westwood Mighty MitesSM Fund.

The GAMCO brand encompasses a panoply of portfolios. It is the brand for our “Growth” business, which is primarily represented by The GAMCO Growth Fund, The GAMCO Global Growth Fund, and The GAMCO International Growth Fund.  GAMCO also includes other distinct investment strategies and styles including our gold, convertible securities and contrarian funds.

9

The eight GAMCO branded open-end funds are:
 
· GAMCO Growth
·         “        International Growth
·         “        Gold
·         “        Global Telecommunications
·         “        Global Growth
·         “        Global Opportunity
·         “        Global Convertible Securities
·         “        Mathers
 
The Gabelli brand represents our “Value” business, primarily representing our absolute return, research-driven Private Market Value (PMV) with a CatalystTM funds. The GAMCO Westwood Mighty MitesSM Fund, GAMCO Westwood SmallCap Equity Fund, GAMCO Westwood Income Fund and the GAMCO Global Telecommunications Fund, are value portfolios but retain the GAMCO name. The Gabelli brand also includes The Gabelli Blue Chip Value Fund and The Gabelli Woodland Small Cap Growth Fund as well as all of the closed-end funds.
 
Open-end Funds
 
On December 31, 2008, we had $8.1 billion of AUM in twenty-eight open-end funds. At year-end, of the AUM in open-end funds having an overall rating from Morningstar, Inc. ("Morningstar"), 87% were ranked "three stars" or better, with approximately 77% ranked "five stars" or "four stars" on an overall basis (i.e., derived from a weighted average of the performance figures associated with their three-, five-, and ten-year Morningstar Rating metrics).  There can be no assurance, however, that these funds will be able to maintain such ratings or that past performance will be indicative of future results.
 
At December 31, 2008, approximately 27% of our AUM in open-end, equity funds had been obtained through direct sales relationships. We also sell our open-end funds through Third-Party Distribution Programs, particularly No-Transaction Fee (“NTF”) Programs, and have developed additional classes of shares for many of our funds for sale through additional third-party distribution channels on a commission basis.  At December 31, 2008, Third Party Distribution Programs accounted for approximately 73% of all assets in open-end funds.
 
In March 2008, Gabelli Funds, LLC, through acquisition, assumed the role of investment advisor to the AXA Enterprise Mergers and Acquisitions Fund, a fund that has been sub-advised by GAMCO since the fund’s inception on February 28, 2001. The GAMCO portfolio management team, which has managed the fund since inception, remained the same.
 
Closed-end Funds
 
We act as investment advisor to nine closed-end funds, all of which trade on the NYSE: Gabelli Equity Trust (GAB), Gabelli Global Deal Fund (GDL), Gabelli Global Multimedia Trust (GGT), Gabelli Healthcare & Wellness Rx Trust (GRX), Gabelli Convertible and Income Securities Fund (GCV), Gabelli Utility Trust (GUT), Gabelli Dividend & Income Trust (GDV), Gabelli Global Utility & Income Trust (GLU) and Gabelli Global Gold, Natural Resources & Income Trust (GGN). As of December 31, 2008, the nine Gabelli closed-end funds had total assets of $3.8 billion, representing 31.9% of the total assets in our Mutual Funds business.
 
The Gabelli Equity Trust, which raised $400 million through its initial public offering in August 1986, finished its 22nd year with net assets of $1.1 billion.   Since inception, the Equity Trust has distributed $2.2 billion in cash to common shareholders through its 10% Distribution Policy and spawned three other closed-end funds, the Gabelli Global Multimedia Trust, the Gabelli Utility Trust and the Gabelli HealthCare & Wellness Rx Trust.  In 2006, the Equity Trust also received net proceeds of $144.8 million of assets attributable to the issuance of 6.20% Series F Preferred Stock.
 
The Gabelli Dividend & Income Trust, launched in November 2003, raised $196.6 million in net proceeds through its placement of Series D and Series E Preferred Shares in November 2005.  The Gabelli Dividend & Income Trust, which invests primarily in dividend-paying equity securities, had net assets of $1.5 billion as of December 31, 2008.
 
The Gabelli Global Gold, Natural Resources & Income Trust raised gross proceeds of $352 million through its initial public offering in March 2005 and the exercise of the underwriters’ overallotment option in May 2005.  The Gabelli Global Gold, Natural Resources & Income Trust, which invests primarily in equity securities of gold and natural resources companies and utilizes a covered call option writing program to generate current income, had net assets of $289 million as of December 31, 2008.
 
In January 2007, we launched the Gabelli Global Deal Fund, a closed-end fund which seeks to achieve its investment objective by investing primarily in announced merger and acquisition transactions and, to a lesser extent, in corporate reorganizations involving stubs, spin-offs and liquidations.

A detailed description of our Funds is provided within this Item 1 beginning on page 16.
 
10

 
Investment Partnerships:  We manage Investment Partnerships through our 92% majority-owned subsidiary, Gabelli Securities, Inc. ("GSI"). The Investment Partnerships consist primarily of limited partnerships, offshore funds, Institutional and Private Wealth Management and merchant banking.  We had $295 million of Investment Partnership AUM.

We introduced our first investment partnership, a merger arbitrage partnership, in 1985.  An offshore version of this strategy was added in 1989.  Building on our strengths in global event-driven value investing, several new Investment Partnerships have been added to balance investors’ geographic, strategy and sector needs.  Today we offer a broad range of absolute return products. Within our merger arbitrage strategy, we manage approximately $230 million of assets for investors who seek positive returns not correlated to fluctuations of the general market. These funds seek to drive returns by investing in announced merger and acquisition transactions that are primarily dependent on deal closure and less on the overall market environment.  In event-driven strategies, we manage $35 million of assets focused on the U.S., Japanese, and European markets.  We also manage a series of sector-focused absolute return funds designed to offer investors a mechanism to diversify their portfolios by global economic sector rather than by geographic region.  We currently offer three sector-focused portfolios: the Gabelli International Gold Fund Ltd., GAMA Select Energy Plus, L.P., and GAMCO Medical Opportunities, L.P.   Merchant banking activities are carried out through ALCE Partners, L.P. and Gabelli Multimedia Partners, L.P., both of which are closed to new investors.
 
 Assets Under Management
 
The following table sets forth total AUM by product type as of the dates shown and their compound annual growth rates ("CAGR"):
 
Assets Under Management
By Product Type
(Dollars in millions)
 
         
January 1,
         
         
2004 to
         
         
December 31,
         
   
At December 31,
   
2008
   
% Change
   
     
2004
   
2005
   
2006
   
2007
   
   2008
   
CAGR(a)
     
2008 / 07
   
Equity:
                                               
  Mutual Funds
   
$
12,371
   
$
12,963
   
$
14,195
   
$
 16,115
   
 $
10,367 
     
(2.3
)%
   
(35.7
)%
 
Institutional & Private Wealth Management
                                                           
     Direct
     
9,881
     
9,550
     
10,282
     
 10,708
     
6,861 
     
(5.5
   
(35.9
 
     Sub-advisory
     
3,706
     
2,832
     
2,340
     
 2,584
     
1,585 
     
(16.6
   
(38.7
 
    Total Equity
     
25,958
     
25,345
     
26,817
     
 29,407
     
18,813 
     
(5.3
   
(36.0
 
Fixed Income:
                                                           
Money Market Mutual Funds
     
1,488
     
724
     
734
     
 1,112
     
1,507 
     
9.2
     
35.5
   
Bond Mutual Funds
     
11
     
11
     
10
     
 10
     
14 
     
4.9
     
40.0
   
Institutional & Private Wealth Management
     
388
     
84
     
50
     
 24
     
22 
     
(46.5
   
(8.3
 
    Total Fixed Income
     
1,887
     
819
     
794
     
 1,146
     
1,543 
     
(7.0
   
34.6
   
                                                             
  Investment Partnerships
     
814
     
634
     
491
     
 460
     
295 
     
(15.7
   
(35.9
 
Total Assets Under Management
   
$
28,659
   
$
26,798
   
$
28,102
   
$
 31,013
   
 $
20,651 
     
(5.6
   
(33.4
 
Breakdown of Total Assets Under Management:
                                                           
  Mutual Funds
   
$
13,870
   
$
13,698
   
$
14,939
   
$
 17,237
   
 $
11,888 
     
(2.3
   
(31.0
 
Institutional & Private Wealth Management
                                                           
     Direct
     
10,269
     
9,634
     
10,332
     
 10,732
     
6,883 
     
(6.5
   
(35.9
 
     Sub-advisory
     
3,706
     
2,832
     
2,340
     
 2,584
     
1,585 
     
(16.6
   
(38.7
 
  Investment Partnerships
     
814
     
634
     
491
     
 460
     
295 
     
(15.7
   
(35.9
 
Total Assets Under Management
   
$
28,659
   
$
26,798
   
$
28,102
   
$
 31,013
   
20,651 
     
(5.6
   
(33.4
 
 
(a) Compound annual growth rate.
 
11

Summary of Investment Products
 
We manage assets in the following wide spectrum of investment products and strategies, many of which are focused on fast-growing areas:
 
U.S. Equities:
Global and International Equities:
Investment Partnerships:
All Cap Value
International Growth
Merger Arbitrage
Large Cap Value
Global Growth
U.S. Long/Short
Large Cap Growth
Global Value
Global Long/Short
Mid Cap Value
Global Telecommunications
European Arbitrage (a)
Small Cap Value
Global Multimedia
Japanese Long/Short
Small Cap Growth
Gold
Sector-Focused
Micro Cap
 
- Energy
Natural Resources
U.S. Fixed Income:
- Gold
Income
Corporate
- Medical Opportunities
Utilities
Government
Merchant Banking
Non-Market Correlated
Asset-backed
 
Options Income
Intermediate
 
 
Short-term
 
Convertible Securities:
 
U.S. Balanced:
U.S. Convertible Securities
 
Balanced Growth
Global Convertible Securities
 
Balanced Value
 
(a) This strategy is no longer offered in 2009. 
 
In 2008, we continued to develop the skills of our investment team by allocating firm capital to incubate investment strategies. This began with a capital structure arbitrage strategy (2004) and now includes a merger-arbitrage and a global trading strategy.
 
Additional Information on Mutual Funds
 
Through our affiliates, we act as advisor to all of the Funds, except with respect to the Gabelli Capital Asset Fund for which we act as a sub-advisor.  Guardian Investment Services Corporation, an unaffiliated company, acts as manager. As sub-advisor, we make day-to-day investment decisions for the $109 million Gabelli Capital Asset Fund.
 
Funds Advisor, a wholly-owned subsidiary of GBL, acts as the investment advisor for all of the Funds other than the GAMCO Westwood family of funds (six portfolios) and The B.B. Micro Cap Growth Fund.
 
Teton, a subsidiary controlled by GBL, until its March 20, 2009 spin-off, acts as investment advisor to the GAMCO Westwood family of funds and The B.B. Micro Cap Growth Fund and has retained Westwood Management Corp., the advisory subsidiary of Westwood Holdings Group, Inc. (NYSE: WHG), to act as sub-advisor for three portfolios.  The GAMCO Westwood Mighty MitesSM Fund, GAMCO Westwood SmallCap Equity Fund and GAMCO Westwood Income Fund, and B.B. Micro Cap Growth Fund are directly advised by Teton.  Subsequent to the Teton spin-off, WHG will own an approximately 15.3% equity interest in Teton.

 
12

 
The following table lists the Funds, together with the December 31, 2008 Morningstar overall rating for the open-end mutual funds, where rated (ratings are not available for the money-market fund and other open-end mutual funds, which collectively represent 20.8% of the open-end mutual fund AUM in the Funds), and provides a description of the primary investment objective, fund characteristics, fees, the date that the fund was initially offered to investors, and the AUM in the funds as of December 31, 2008.
 
                         
Net Assets as of
   
                         
December 31,
   
Fund
         
Advisory
   
 12b-1
 
Initial
 
2008
   
(Morningstar Overall
 
Primary Investment
 
Fund
 
Fees
   
Fees
 
Offer
 
(all classes)
   
Rating) (1)
 
Objective
 
Characteristics
 
(%)
   
(%)
 
Date
 
($ in millions)
   
                               
OPEN-END FUNDS:
                         
                               
EQUITY INCOME:
                             
                               
The Gabelli Equity
 
High level of total return
 
Class AAA,
 
1.00
   
.25
 
01/02/92
 
$
906 
   
Income Fund
 
with an emphasis on
 
No-load,
                       
««««
 
income-producing equities
 
Open-end,
                       
   
with yields greater than
 
Diversified,
                       
   
the S&P 500 average.
 
Multi-class Shares (2)
                       
                                 
GAMCO Westwood
 
Both capital appreciation
 
Class AAA,
 
.75
   
.25
 
10/01/91
 
$
143 
   
Balanced Fund
 
and current income using
 
No-load,
                       
«««««
 
portfolios containing stocks,
 
Open-end,
                       
 (12)
 
bonds, and cash as appropriate
 
Diversified,
                       
   
in light of current economic
 
Multi-class shares (2)
                       
   
and business conditions.
                           
                                 
GAMCO Westwood
 
High level of current income
 
Class AAA,
 
1.00
(9)
 
.25
 
09/30/97
 
$
6 
   
Income Fund
 
as well as long-term capital
 
No-load,
                       
«««
 
appreciation by investing
 
Open-end,
                       
 (12)
 
primarily in income producing
 
Diversified,
                       
   
equity and fixed income
 
Multi-class shares (2)
                       
   
securities.
                           
                                 
VALUE:
                               
                                 
GAMCO Westwood
 
Capital appreciation through a
 
Class AAA,
 
1.00
   
.25
 
01/02/87
 
$
143 
   
Equity Fund
 
diversified portfolio of equity
 
No-load,
                       
«««««
 
securities using bottom-up
 
Open-end,
                       
 (12)
 
fundamental research with a
 
Diversified,
                       
   
focus on identifying
 
Multi-class shares (2)
                       
   
well-seasoned companies.
                           
                                 
The Gabelli
 
Growth of capital as a primary
 
Class AAA,
 
1.00
   
.25
 
03/03/86
 
$
1,744 
   
Asset Fund
 
investment objective, with
 
No-load,
                       
««««
 
current income as a secondary
 
Open-end,
                       
   
investment objective. Invests in
 
Diversified,
                       
   
equity securities of companies
 
Multi-class shares (2)
                       
   
selling at a significant discount
                           
   
to their private market value.
                           
                                 
The Gabelli Blue Chip
 
Capital appreciation through
 
Class AAA,
 
1.00
   
.25
 
08/26/99
 
$
19 
   
Value Fund
 
investments in equity securities
 
No-load,
                       
«««
 
of established companies, which
 
Open-end,
                       
   
are temporarily out of favor and
 
Diversified,
                       
   
which have market capitalizations
 
Multi-class shares (2)
                       
   
in excess of $5 billion.
                           
SMALL CAP VALUE:
                               
The Gabelli Small Cap
 
High level of capital appreciation
 
Class AAA,
 
1.00
   
.25
 
10/22/91
 
$
838 
   
Growth Fund
 
from equity securities of smaller
 
No-load,
                       
«««««
 
companies with market
 
Open-end,
                       
   
capitalization of $2 billion or less
 
Diversified,
                       
   
at the time of purchase.
 
Multi-class Shares (2)
                       
 
 
13

 
 
                         
Net Assets as of
   
                         
December 31,
   
Fund
         
Advisory
   
 12b-1
 
Initial
 
2008
   
(Morningstar Overall
 
Primary Investment
 
Fund
 
Fees
   
Fees
 
Offer
 
(all classes)
   
Rating) (1)
 
Objective
 
Characteristics
 
(%)
   
(%)
 
Date
 
($ in millions)
   
                           
The Gabelli Woodland
 
Long Term capital appreciation
 
Class AAA,
 
1.00
 (9)
 
.25
 
12/31/02
 
$
4 
   
Small Cap Value Fund
 
investing at least 80% of its
 
No-load,
                       
«««
 
in equity securities of
 
Open-end,
                       
   
companies with market
 
Non-diversified,
                       
   
capitalizations less than
 
Multi-class shares (2)
                       
   
the greater of $3.0 billion
                           
   
or the largest company
                           
   
in the Russell 2000 Index.
                           
                                 
GAMCO Westwood
 
Long-term capital
 
Class AAA,
 
1.00
 (9)
 
.25
 
04/15/97
 
$
7 
   
SmallCap Equity Fund
 
appreciation, investing
 
No-load,
                       
««
 
at least 80% of its assets
 
Open-end,
                       
(12)
 
in equity securities of
 
Diversified,
                       
   
companies with market
 
Multi-class shares (2)
                       
   
capitalizations of $2.5 billion
                           
   
or less at the time of purchase.
                           
FOCUSED VALUE:
                               
The Gabelli
 
High level of capital
 
Class A,
 
1.00
   
.25
 
09/29/89
 
$
381 
   
Value Fund
 
appreciation from
 
Front end-load,
                       
««
 
undervalued equity
 
Open-end,
                       
   
securities that are
 
Non-diversified,
                       
   
held in a concentrated
 
Multi-class shares (2)
                       
   
portfolio.
                           
GROWTH:
                               
                                 
The GAMCO
 
Capital appreciation from
 
Class AAA,
 
1.00
   
.25
 
04/10/87
 
$
463 
   
Growth Fund
 
companies that have
 
No-load,
                       
««
 
favorable, yet undervalued,
 
Open-end,
                       
   
prospects for earnings
 
Diversified,
                       
   
growth. Invests in equity
 
Multi-class Shares (2)
                       
   
securities of companies
                           
   
that have above-average
                           
   
or expanding market
                           
   
shares and profit margins.
                           
                                 
GAMCO International
 
Capital appreciation
 
Class AAA,
 
1.00
   
.25
 
06/30/95
 
$
27 
   
Growth Fund
 
by investing primarily
 
No-load,
                       
«««
 
in equity securities of
 
Open-end,
                       
   
foreign companies with
 
Diversified,
                       
   
rapid growth in revenues
 
Multi-class shares (2)
                       
   
and earnings.
                           
                                 
AGGRESSIVE GROWTH:
                           
                                 
The GAMCO Global
 
High level of capital
 
Class AAA,
 
1.00
   
.25
 
02/07/94
 
$
53 
   
Growth Fund
 
appreciation through
 
No load,
                       
«««
 
investment in a
 
Open-end,
                       
   
portfolio of equity
 
Non-diversified,
                       
   
securities focused on
 
Multi-class shares (2)
                       
   
companies involved
                           
   
in the global marketplace.
                           
MICRO-CAP:
                               
                                 
GAMCO Westwood
 
Long-term capital appreciation
 
Class AAA,
 
1.00
   
.25
 
05/11/98
 
$
70 
   
Mighty MitesSM  Fund
 
by investing primarily
 
No load,
                       
«««««
 
in equity securities with
 
Open-end,
                       
(12)
 
market capitalization
 
Diversified,
                       
   
of $300 million or less
 
Multi-class shares (2)
                       
   
at the time of purchase.
                           
 
 
14

 
 
                         
Net Assets as of
   
                         
December 31,
   
Fund
         
Advisory
   
12b-1
 
Initial
 
2008
   
(Morningstar Overall
 
Primary Investment
 
Fund
 
Fees
   
Fees
 
Offer
 
(all classes)
   
Rating) (1)
 
Objective
 
Characteristics
 
(%)
   
(%)
 
Date
 
($ in millions)
   
SPECIALTY EQUITY:
                             
The GAMCO Global
 
High level of capital
 
Class AAA,
 
1.00
 (9)
 
.25
 
05/11/98
 
$
12 
   
Opportunity Fund
 
appreciation through
 
No-load,
                       
«««
 
worldwide investments
 
Open-end,
                       
   
in equity securities.
 
Non-diversified,
                       
       
Multi-class shares (2)
                       
                                 
The GAMCO Global
 
High level of total return
 
Class AAA,
 
1.00
 (9)
 
.25
 
02/03/94
 
$
4 
   
Convertible
 
through a combination of
 
No-load,
                       
Securities Fund
 
current income and capital
 
Open-end,
                       
««
 
Appreciation through
 
Non-diversified,
                       
   
investment in convertible
 
Multi-class shares (2)
                       
   
securities of U.S. and
                           
   
non-U.S. issuers.
                           
                                 
The Gabelli Capital
 
Capital appreciation from
 
No-load,
 
.75
   
n/a
 
05/01/95
 
$
109 
   
Asset Fund
 
equity securities of companies
 
Open-end,
                       
(not rated) (8)
 
selling at a significant
 
Diversified,
                       
   
discount to their private
 
Variable Annuity
                       
   
market value.
                           
                                 
The Gabelli SRI Fund
 
 Capital appreciation from
 
 Class A,
 
1.00
 (9)
 
.25
 
 6/1/07
 
$
2 
   
(not rated) (8)
 
 equity securities of companies
 
 No-load,
                       
   
 the fund deems to be
 
 Open-end,
                       
   
 socially responsible.
 
 Diversified,
                       
       
 Multi-class shares (2)
                       
SECTOR:
                               
GAMCO
 
Seeks capital
 
Class AAA,
 
1.00
   
.25
 
 07/11/94
 
$
387 
   
Gold Fund
 
appreciation and
 
No-load,
                       
«««
 
employs a value
 
Open-end,
                       
   
approach to investing
 
Diversified,
                       
   
primarily in equity
 
Multi-class shares (2)
                       
   
securities of gold-
                           
   
related companies