The TETON Westwood Funds

One Corporate Center

Rye, New York 10580-1422

800-GABELLI

(800-422-3554)

fax: 914-921-5118

website: www.gabelli.com

e-mail: [email protected]

 

 

Questions?

Call 800-GABELLI

or your investment representative.

 

 

Table of Contents

 

Summary of the Funds  
TETON Westwood Mighty MitesSM Fund   2
TETON Westwood SmallCap Equity Fund   9
TETON Convertible Securities Fund   17
TETON Westwood Equity Fund   26
TETON Westwood Balanced Fund   33
Investment Objectives, Investment Strategies and Related Risks   40
Management of the Funds   52
Index Descriptions   58
Classes of Shares   58
Purchase of Shares   64
Redemption of Shares   68
Exchange of Shares   73
Pricing of Fund Shares   74
Dividends and Distributions   76
Tax Information   76
Mailings and E-Delivery to Shareholders   77
Financial Highlights   78
Appendix A   84

 

The TETON Westwood Funds (the “Trust”)

 

Fund Class   Ticker Symbol
TETON Westwood AAA   WEMMX  
Mighty MitesSM Fund A   WMMAX  
C   WMMCX  
  I   WEIMX  
         
TETON Westwood AAA   WESCX  
SmallCap Equity Fund A   WWSAX  
  C   WWSCX  
  I   WWSIX  
         
TETON Convertible AAA   WESRX  
Securities Fund A   WEIAX  
  C   WEICX  
  I   WESIX  
         
TETON Westwood AAA   WESWX  
Equity Fund A   WEECX  
  C   WEQCX  
  I   WEEIX  
         
TETON Westwood AAA   WEBAX  
Balanced Fund A   WEBCX  
  C   WBCCX  
  I   WBBIX  

 

PROSPECTUS

 

January 26, 2024

 

The Securities and Exchange Commission has not approved or disapproved the shares described in this Prospectus or determined whether this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

SUMMARY OF THE FUNDS

 

TETON WESTWOOD MIGHTY MITESSM FUND

(the “Mighty Mites Fund”)

 

Investment Objective

 

The Mighty Mites Fund seeks to provide long term capital appreciation by investing primarily in micro-capitalization equity securities.

 

Fees and Expenses of the Mighty Mites Fund:

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Mighty Mites Fund. You may also incur usual and customary brokerage commissions and other charges when buying and selling shares that are not reflected in the fee table and expense example below. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $100,000 in the Mighty Mites Fund’s Class A shares. More information about these and other discounts is available from your financial professional and in the section entitled, “Classes of Shares” of the Mighty Mites Fund’s statutory prospectus, in Appendix A, “Sales Charge Reductions and Waivers Available through Certain Intermediaries,” attached to the statutory prospectus, and in the section entitled, “Purchase and Redemption of Shares” of the Mighty Mites Fund’s Statement of Additional Information (“SAI”).

 

    Class AAA
Shares
    Class A
Shares
    Class C
Shares
    Class I
Shares
 
Shareholder Fees
(fees paid directly from your investment):
                                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)       None           4.00%           None           None    
Maximum Deferred Sales Charge (Load) (as a percentage of redemption or offering price, whichever is lower)       None           None           1.00%           None    
Maximum Sales Charge (Load) Imposed on Reinvested Dividends       None           None           None           None    
Redemption Fees (as a percentage of amount redeemed for shares held 7 days or less) payable to the Fund       2.00%           2.00%           2.00%         2.00%  
Exchange Fee       None           None           None           None    

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
                                               
Management Fees       1.00%           1.00%           1.00%           1.00%  
Distribution and Service (Rule 12b-1) Fees       0.25%           0.25%           1.00%           None    
Other Expenses       0.22%           0.22%           0.22%           0.22%    
Acquired Fund Fees and Expenses       0.01%           0.01%           0.01%           0.01%    
Total Annual Fund Operating Expenses       1.48%           1.48%           2.23%           1.23%  

 

2

 

 

Expense Example

 

This example is intended to help you compare the cost of investing in the Mighty Mites Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the Mighty Mites Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Mighty Mites Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 151         $ 468         $ 808         $ 1,768    
Class A Shares     $ 545         $ 849         $ 1,176         $ 2,098    
Class C Shares     $ 326         $ 697         $ 1,195         $ 2,565    
Class I Shares     $ 125         $ 390         $ 676         $ 1,489    

 

You would pay the following expenses if you did not redeem your shares of the Mighty Mites Fund:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 151         $ 468         $ 808         $ 1,768    
Class A Shares     $ 545         $ 849         $ 1,176         $ 2,098    
Class C Shares     $ 226         $ 697         $ 1,195         $ 2,565    
Class I Shares     $ 125         $ 390         $ 676         $ 1,489    

 

Portfolio Turnover

 

The Mighty Mites Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Mighty Mites Fund’s shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Mighty Mites Fund’s performance. During the most recent fiscal year, the Mighty Mites Fund’s portfolio turnover rate was 2% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Mighty Mites Fund primarily invests in common stocks of smaller companies that have a market capitalization (defined as shares outstanding times current market price) of $500 million or less at the time of the Mighty Mites Fund’s initial investment.

 

The Mighty Mites Fund focuses on micro-cap companies which appear to be underpriced relative to their “private market value.” Private market value is the value which Gabelli Funds, LLC, the Mighty Mites Fund’s sub-adviser (the “Gabelli Sub-Adviser”), believes informed investors would be willing to pay to acquire a company. The Gabelli Sub-Adviser has disciplines in place that serve as sell signals such as a security reaching a predetermined price target, a change to a company’s fundamentals that make the risk/reward profile unattractive, or a need to improve the overall risk/reward profile of the Fund.

 

Micro-cap companies may also be new or unseasoned companies which are in their very early stages of development. Micro-cap companies can also be engaged in new and emerging industries.

 

3

 

 

Micro-cap companies are generally not well-known to investors and have less of an investor following than larger companies. The Gabelli Sub-Adviser will attempt to capitalize on the lack of analyst attention to micro-cap stocks and the inefficiency of the micro-cap market.

 

The Mighty Mites Fund may also invest up to 25% of its total assets in foreign securities and in European Depositary Receipts (“EDRs”) or American Depositary Receipts (“ADRs”), including in those of companies located in emerging markets. The Mighty Mites Fund may also invest in foreign debt securities.

 

Principal Risks

 

You may want to invest in the Fund if:

 

  you are a long term investor

 

  you seek long term growth of capital

 

  you seek an exposure to the micro-cap market segment despite the potential volatility of micro-capitalization stocks

 

The Mighty Mites Fund’s share price will fluctuate with changes in the market value of the Mighty Mites Fund’s portfolio securities. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell Mighty Mites Fund shares, they may be worth more or less than what you paid for them; you may lose money by investing in the Fund.

 

Investing in the Mighty Mites Fund involves the following risks:

 

  Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Mighty Mites Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Mighty Mites Fund’s securities goes down, your investment in the Mighty Mites Fund decreases in value.

 

  Small- and Micro-Cap Company Risk. Although small-cap and micro-cap companies may offer greater potential for capital appreciation than larger companies, investing in securities of small-cap and micro-cap companies may involve greater risks than investing in larger, more established issuers. Small-cap and micro-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small-cap and micro-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, small-cap and micro-cap company stock prices tend to rise and fall in value more than other stocks. The risks of investing in micro-cap stocks and companies are even greater than those of investing in small-cap companies.

 

4

 

 

  Industrials Risk. Industrials companies are engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering, companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and transportation services and supplies. Industrials companies may be adversely affected by changes in government regulation, world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.

 

  Consumer Discretionary Risk. The consumer discretionary sector may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences and tastes, social trends, marketing campaigns and introduction of new consumer products.

 

  Foreign Securities Risk. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include expropriation, differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights, and greater transaction costs. These risks are more pronounced in the securities of companies located in emerging markets.

 

Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Such events may adversely affect the Fund, its investments, and the value of your investment in the Fund. The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known.

 

  Management Risk. If the portfolio managers are incorrect in their assessment of the growth prospects of the securities the Mighty Mites Fund holds, then the value of the Mighty Mites Fund’s shares may decline.

 

5

 

 

Performance

 

The bar chart and table that follow provide an indication of the risks of investing in the Mighty Mites Fund by showing changes in the Mighty Mites Fund’s performance from year to year, and by showing how the Mighty Mites Fund’s average annual returns for one year, five years, and ten years compared with those of a broad based securities market index as well as another relevant index. As with all mutual funds, the Mighty Mites Fund’s past performance (before and after taxes) does not predict how the Mighty Mites Fund will perform in the future. Updated information on the Mighty Mites Fund’s results can be obtained by visiting www.gabelli.com.

 

TETON WESTWOOD MIGHTY MITES FUND

(Total returns for Class AAA Shares for the Years Ended December 31)

 

 

Years

 

During the calendar years shown in the bar chart, the highest return for a quarter was 28.37% (quarter ended December 31, 2020) and the lowest return for a quarter was (30.50)% (quarter ended March 31, 2020).

 

Average Annual Total Returns
(for the years ended December 31, 2023,
with maximum sales charge, if applicable)
  Past
One Year
    Past
Five Years
    Past
Ten Years
 
TETON Westwood Mighty Mites Fund Class AAA Shares                                    
Return Before Taxes       13.31%           8.55%           5.63%    
Return After Taxes on Distributions       8.59%           5.64%           3.75%    
Return After Taxes on Distributions and Sale of Fund Shares       10.57%           6.51%           4.29%    
TETON Westwood Mighty Mites Fund Class A Shares                                    
Return Before Taxes       8.82%           7.57%           5.02%    
Class C Shares                                    
Return Before Taxes       11.49%           7.75%           4.85%    
Class I Shares                                    
Return Before Taxes       13.59%           8.82%           5.90%    
Indexes (reflects no deduction for fees, expenses or taxes)                                    
Russell 2000 Index       16.93%           9.97%           7.16%    
Dow Jones U.S. Micro-cap Total Stock Market Index       8.86%           4.54%           3.29%    

 

6

 

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions and Sale of Fund Shares” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss from the sale of Mighty Mites Fund shares to offset other taxable gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Mighty Mites Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, including Roth IRAs and SEP IRAs (collectively, “IRAs”).

 

Management

 

The Adviser. Teton Advisors, LLC (previously Teton Advisors, Inc. — see MANAGEMENT OF THE FUNDS — The Adviser.)

 

The Sub-Adviser. Gabelli Funds, LLC

 

The Portfolio Managers. The Adviser has established an Investment Research Advisory Committee (the “Committee”), with respect to the Fund to be comprised of select individuals from the Adviser and Sub-Adviser. The Committee is ultimately responsible for the day-to-day management of the Fund’s portfolio and works with the team leaders in developing and executing the Fund’s investment program. The members of the Committee are as follows: Mario Gabelli, Sara Wojda, Hendi Susanto, Wayne Plewniak, Nicholas Galluccio, James Dinsmore, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Gustavo Pifano, Marc Gabelli, Scott Butler, Tony Bancroft, Jeff Jonas, Ian Lapey, Timothy Winters, Robert Leininger, Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Edward S. Borland and Robert M. Goldsborough.

 

Certain members of the Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Fund utilizing the resources of the broad organization. While certain portfolio managers and analysts have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under the Adviser’s strict investment criteria before it may be implemented for the Fund. This team approach reinforces the Adviser’s discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Fund. The composition of the Committee and any respective team may change from time to time.

 

The Mighty Mites Fund is overseen by members of the firm’s Global Micro Cap Smaller Companies Value Team which consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional global analysts at the firm.

 

Mr. Mario J. Gabelli, CFA, Chief Investment Officer — Value Portfolios, has served as a portfolio manager of the Mighty Mites Fund since its inception on May 11, 1998. In the absence of a consensus among portfolio managers, Mario Gabelli has final decision-making authority for the Fund. Ms. Sarah Donnelly, Senior Vice President of Gabelli Funds, LLC, has served as a portfolio manager of the Mighty Mites Fund since April 7, 2017. Mr. Hendi Susanto has served as a portfolio manager of the Mighty Mites Fund since

 

7

 

 

January 3, 2022. Mr. Joseph Gabelli has served as a portfolio manager of the Mighty Mites Fund since May 1, 2018. The portfolio managers are assisted by Nicholas F. Galluccio, Scott R. Butler, Macrae Sykes, Brian Sponheimer, Thomas E. Browne, Jr. and Brian P. Leonard.

 

Purchase and Sale of Fund Shares

 

The minimum initial investment for Class AAA, Class A, and Class C shares is $1,000. The minimum initial investment in an automatic monthly investment plan is $1,000.

 

Class I shares are available to investors with a minimum investment of $500,000 when purchasing shares directly through G.distributors, LLC, the Mighty Mites Fund’s distributor (“G.distributors” or the “Distributor”), or investors purchasing Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares, and which have different minimum investment amounts. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor reserves the right to waive or change minimum investment amounts. There is no minimum for subsequent investments.

 

You can purchase or redeem the Mighty Mites Fund’s shares on any day the New York Stock Exchange (“NYSE”) is open for trading (a “Business Day”). You may purchase or redeem Fund shares by written request via mail (The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204), personal delivery or overnight delivery (The Gabelli Funds, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219204, Kansas City, MO 64105-1407), Internet, bank wire, or Automated Clearing House (“ACH”) system. You may also purchase Mighty Mites Fund shares by telephone, if you have an existing account with banking instructions on file, or redeem at 800-GABELLI (800-422-3554).

 

Mighty Mites Fund shares can also be purchased or sold through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. The broker-dealer or other financial intermediary will transmit these transaction orders to the Mighty Mites Fund on your behalf and send you confirmation of your transactions and periodic account statements showing your investments in the Mighty Mites Fund.

 

Tax Information

 

The Mighty Mites Fund expects that distributions will generally be taxable as ordinary income or long term capital gains to taxable investors.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Mighty Mites Fund through a broker-dealer or other financial intermediary (such as a bank), the Mighty Mites Fund and its related companies may pay the intermediary for the sale of Mighty Mites Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Mighty Mites Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

8

 

 

TETON WESTWOOD SMALLCAP EQUITY FUND

(the “SmallCap Equity Fund”)

 

Investment Objective

 

The SmallCap Equity Fund seeks to provide long term capital appreciation by investing primarily in smaller capitalization equity securities.

 

Fees and Expenses of the SmallCap Equity Fund:

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the SmallCap Equity Fund. You may also incur usual and customary brokerage commissions and other charges when buying and selling shares that are not reflected in the fee table and expense example below. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $100,000 in the SmallCap Equity Fund’s Class A shares. More information about these and other discounts is available from your financial professional and in the section entitled, “Classes of Shares” of the SmallCap Equity Fund’s statutory prospectus, in Appendix A, “Sales Charge Reductions and Waivers through Certain Intermediaries,” attached to the statutory prospectus, and in the section entitled, “Purchase and Redemption of Shares” of the SmallCap Equity Fund’s Statement of Additional Information (“SAI”).

 

    Class AAA
Shares
    Class A
Shares
    Class C
Shares
    Class I
Shares
 
Shareholder Fees
(fees paid directly from your investment):
                                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)       None           4.00%           None           None    
Maximum Deferred Sales Charge (Load) (as a percentage of redemption or offering price, whichever is lower)       None           None           1.00%           None    
Maximum Sales Charge (Load) Imposed on Reinvested Dividends       None           None           None           None    
Redemption Fee (as a percentage of amount redeemed for shares held 7 days or less) payable to the Fund       2.00%           2.00%           2.00%           2.00%    
Exchange Fee       None           None           None           None    

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
                                               
Management Fees       1.00%           1.00%           1.00%           1.00%    
Distribution and Service (Rule 12b-1) Fees       0.25%           0.25%           1.00%           None    
Other Expenses       0.35%           0.35%           0.35%           0.35%    
Total Annual Fund Operating Expenses       1.60%           1.60%           2.35%           1.35%    
Less Fee Waiver and/or Expense Reimbursement(1)       (0.35)%           (0.35)%           (0.35)%           (0.35)%    
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(1)                      1.25%           1.25%           2.00%           1.00%    

 

 
(1)  Keeley-Teton Advisors, LLC (the “SmallCap Adviser”) has contractually agreed to waive its investment advisory fees and/or to reimburse expenses of the SmallCap Equity Fund to the extent necessary to maintain the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding brokerage, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) at no more than 1.25% for Class AAA shares, 1.25% for Class A shares, 2.00% for Class C shares, and 1.00% for Class I shares. Under this same arrangement, the SmallCap Equity Fund will carry forward, for a period not to exceed two years from the date that an amount is waived, any fees in excess of the expense limitation and repay the SmallCap Adviser such amount provided the SmallCap Equity Fund is able to do so without exceeding the lesser of (1) the expense limit in effect at the time of the waiver or reimbursement, as applicable, or (2) the expense limit in effect at the time of recoupment. The fee waiver and/or expense reimbursement arrangement will continue until at least January 31, 2025, and may not be terminated by the Fund or the SmallCap Adviser before such time. Thereafter, this arrangement may only be terminated or amended to increase the expense cap as of January 31 of each calendar year, provided that in the case of a termination by the SmallCap Adviser, the SmallCap Adviser will provide the Board with written notice of its intention to terminate the arrangement prior to the expiration of its then current term.

 

9

 

 

Expense Example

 

This example is intended to help you compare the cost of investing in the SmallCap Equity Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the SmallCap Equity Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the SmallCap Equity Fund’s operating expenses remain the same (taking into account the expense limitation for one year). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 127         $ 471         $ 838         $ 1,871    
Class A Shares     $ 522         $ 852         $ 1,204         $ 2,196    
Class C Shares     $ 303         $ 700         $ 1,224         $ 2,659    
Class I Shares     $ 102         $ 393         $ 706         $ 1,593    

 

You would pay the following expenses if you did not redeem your shares of the SmallCap Equity Fund:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 127         $ 471         $ 838         $ 1,871    
Class A Shares     $ 522         $ 852         $ 1,204         $ 2,196    
Class C Shares     $ 203         $ 700         $ 1,224         $ 2,659    
Class I Shares     $ 102         $ 393         $ 706         $ 1,593    

 

Portfolio Turnover

 

The SmallCap Equity Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the SmallCap Equity Fund’s shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the SmallCap Equity Fund’s performance. During the most recent fiscal year, the SmallCap Equity Fund’s portfolio turnover rate was 17% of the average value of its portfolio.

 

10

 

 

Principal Investment Strategies

 

Under normal market conditions, the SmallCap Equity Fund invests at least 80% of its net assets (which includes, for purposes of this test, the amount of any borrowings for investment purposes) in a portfolio of common stocks of smaller companies. The SmallCap Adviser characterizes small capitalization companies as those companies with a market capitalization (defined as shares outstanding times current market price) between $100 million and $2.5 billion at the time of the SmallCap Equity Fund’s initial investment. The SmallCap Adviser may change this characterization at any time in the future based upon the market capitalizations of the securities included in the Russell 2000® and Russell 2000 Value Indexes. The SmallCap Adviser closely monitors the issuers and will sell a stock if the stock achieves its price objective and has limited further potential for a price increase, the forecasted price/earnings ratio exceeds the future forecasted growth rate, and/or the issuer suffers a negative change in its fundamental outlook.

 

The SmallCap Equity Fund may also invest up to 25% of its total assets in foreign securities and in European Depositary Receipts (“EDRs”) or American Depositary Receipts (“ADRs”), including in those of companies located in emerging markets. The SmallCap Equity Fund may also invest in foreign debt securities.

 

Principal Risks

 

You may want to invest in the Fund if:

 

  you are a long term investor

 

  you seek growth of capital

 

  you seek investments in small capitalization growth stocks as part of your overall investment strategy

 

The SmallCap Equity Fund’s share price will fluctuate with changes in the market value of the SmallCap Equity Fund’s portfolio securities. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell SmallCap Equity Fund shares, they may be worth more or less than what you paid for them; you may lose money by investing in the Fund.

 

Investing in the SmallCap Equity Fund involves the following risks:

 

  Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the SmallCap Equity Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the SmallCap Equity Fund’s securities goes down, your investment in the SmallCap Equity Fund decreases in value.

 

  Small- and Micro-Cap Company Risk. Although small-cap and micro-cap companies may offer greater potential for capital appreciation than larger companies, investing in securities of small-cap and micro-cap companies may involve greater risks than investing in larger, more established issuers. Small-cap and micro-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small-cap and micro-cap companies are typically subject to greater changes in earnings and business prospects

 

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    than larger companies. Consequently, small-cap and micro-cap company stock prices tend to rise and fall in value more than other stocks. The risks of investing in micro-cap stocks and companies are even greater than those of investing in small-cap companies.

 

  Industrials Risk. Industrials companies are engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering, companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and transportation services and supplies. Industrials companies may be adversely affected by changes in government regulation, world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.

 

  Information Technology Risk. Information technology companies may have limited product lines, markets financial resources or personnel. Information technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. Companies in the information technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action.

 

  Financial Services Risk. The SmallCap Equity Fund may invest from time to time in securities issued by financial services companies. Financial services companies can be significantly affected by changing economic conditions, demand for consumer loans, refinancing activity and intense competition, including price competition. Profitability can be largely dependent on the availability and cost of capital and the rate of consumer debt defaults, and can fluctuate significantly when interest rates change; unstable and/or rising interest rates may have a disproportionate effect on companies in the financial services sector. Financial services companies are subject to extensive government regulation, which can change frequently and may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain, or may affect them in other ways that are unforeseeable. In the past, financial services companies in general experienced considerable financial distress, which led to the implementation of government programs designed to ease that distress.

 

  Foreign Securities Risk. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include expropriation, differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights, and greater transaction costs. These risks are more pronounced in the securities of companies located in emerging markets.

 

Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Such events may adversely affect the Fund, its investments, and the value of your investment in the Fund. The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known.

 

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  Management Risk. If the portfolio manager is incorrect in his assessment of the growth prospects of the securities the SmallCap Equity Fund holds, then the value of the SmallCap Equity Fund’s shares may decline.

 

  Sector Risk. Although the Fund does not employ a sector focus, its exposure, from time to time, to specific sectors will increase based on the SmallCap Adviser’s perception of available investment opportunities. If the Fund focuses on a particular sector, the Fund may face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that sector. Furthermore, investments in particular sectors may be more volatile than the broader market as a whole.

 

Performance

 

The bar chart and table that follow provide an indication of the risks of investing in the SmallCap Equity Fund by showing changes in the SmallCap Equity Fund’s performance from year to year, and by showing how the SmallCap Equity Fund’s average annual returns for one year, five years, and ten years compared with those of broad based securities market indexes. As with all mutual funds, the SmallCap Equity Fund’s past performance (before and after taxes) does not predict how the SmallCap Equity Fund will perform in the future. Updated information on the SmallCap Equity Fund’s results can be obtained by visiting www.gabelli.com.

 

TETON WESTWOOD SMALLCAP EQUITY FUND

(Total returns for Class AAA Shares for the Years Ended December 31)

 

Years

 

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During the calendar years shown in the bar chart, the highest return for a quarter was 37.22% (quarter ended December 31, 2020) and the lowest return for a quarter was (35.70)% (quarter ended March 31, 2020).

 

Average Annual Total Returns

(for the years ended December 31, 2023,

with maximum sales charge, if applicable)

  Past
One Year
    Past
Five Years
    Past
Ten Years
 
TETON Westwood SmallCap Equity Fund Class AAA Shares                                    
Return Before Taxes       12.63%           12.80%           8.51%    
Return After Taxes on Distributions       11.83%           12.01%           6.79%    
Return After Taxes on Distributions and Sale of Fund Shares       7.96%         10.16%           6.39%    
TETON Westwood SmallCap Equity Fund Class A Shares                                    
Return Before Taxes       8.11%           11.78%           7.88%    
Class C Shares                                    
Return Before Taxes       10.76%           11.95%           7.70%    
Class I Shares                                    
Return Before Taxes       12.89%           13.08%           8.78%    
Indexes (reflects no deduction for fees, expenses or taxes)                                    
Russell 2000 Index       16.93%           9.97%           7.16%    
Russell 2000 Value Index       14.65%           10.00%           6.76%    

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss from the sale of SmallCap Equity Fund shares to offset other taxable gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their SmallCap Equity Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, including Roth IRAs and SEP IRAs, (collectively, “IRAs”).

 

Management

 

The Adviser. Keeley-Teton Advisors, LLC (see MANAGEMENT OF THE FUNDS — The Adviser.)

 

The Portfolio Managers. The SmallCap Adviser has established an Investment Research Advisory Committee (the “Committee”), with respect to the Fund to be comprised of select individuals from the SmallCap Adviser. The Committee is ultimately responsible for the day-to-day management of the Fund’s portfolio and works with the team leaders in developing and executing the Fund’s investment program. The members of the Committee are as follows: Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Hendi Susanto, Wayne Plewniak, Mark N. Odegard, Nicholas Galluccio, James Dinsmore, William F. Fiedler, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Marc Gabelli, Edward S. Borland, Justin Bergner and Robert M. Goldsborough.

 

Certain members of the Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Fund utilizing the resources of the broad organization. While certain portfolio managers and analysts

 

14

 

 

have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under the SmallCap Adviser’s strict investment criteria before it may be implemented for the Fund. This team approach reinforces the SmallCap Adviser’s discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Fund. The composition of the Committee and any respective team may change from time to time.

 

The SmallCap Equity Fund is overseen by members of the firm’s Global Value and Restructuring Team which consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional global analysts at the firm.

 

Mr. Nicholas F. Galluccio, Chairman of Teton Advisors, LLC and former President and Chief Executive Officer of Teton Advisors, Inc., has served as portfolio manager of the SmallCap Equity Fund since July 1, 2008. Mr. Scott R. Butler has served as co-portfolio manager of the SmallCap Equity Fund since January 26, 2018. Hendi Susanto, Macrae Sykes, Brian Sponheimer, Thomas Browne, Jr., and Brian Leonard each has served as a portfolio manager of the SmallCap Equity Fund since January 28, 2022.

 

Purchase and Sale of Fund Shares

 

The minimum initial investment for Class AAA, Class A, and Class C shares is $1,000 ($250 for IRAs or Coverdell Education Savings Plans). There is no minimum initial investment for Class AAA, Class A, and Class C shares in an automatic monthly investment plan.

 

Class I shares are available to investors with a minimum investment of $500,000 when purchasing shares directly through G.distributors, LLC, the SmallCap Equity Fund’s distributor (“G.distributors” or the “Distributor”), or investors purchasing Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares, and which have different minimum investment amounts. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor reserves the right to waive or change minimum investment amounts. There is no minimum for subsequent investments.

 

You can purchase or redeem the SmallCap Equity Fund’s shares on any day the New York Stock Exchange (“NYSE”) is open for trading (a “Business Day”). You may purchase or redeem Fund shares by written request via mail (The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204), personal delivery or overnight delivery (The Gabelli Funds, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219204, Kansas City, MO 64105-1407), Internet, bank wire, or Automated Clearing House (“ACH”) system. You may also purchase SmallCap Equity Fund shares by telephone, if you have an existing account with banking instructions on file, or redeem at 800-GABELLI (800-422-3554).

 

SmallCap Equity Fund shares can also be purchased or sold through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. The broker-dealer or other financial intermediary will transmit these transaction orders to the SmallCap Equity Fund on your behalf and send you confirmation of your transactions and periodic account statements showing your investments in the SmallCap Equity Fund.

 

15

 

 

Tax Information

 

The SmallCap Equity Fund expects that distributions will generally be taxable as ordinary income or long term capital gains to taxable investors.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the SmallCap Equity Fund through a broker-dealer or other financial intermediary (such as a bank), the SmallCap Equity Fund and its related companies may pay the intermediary for the sale of SmallCap Equity Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the SmallCap Equity Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

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TETON CONVERTIBLE SECURITIES FUND

(the “Convertible Securities Fund”)

 

Investment Objective

 

The Convertible Securities Fund seeks to provide a high level of current income as well as long term capital appreciation.

 

Fees and Expenses of the Convertible Securities Fund:

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Convertible Securities Fund. You may also incur usual and customary brokerage commissions and other charges when buying and selling shares that are not reflected in the fee table and expense example below. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $100,000 in the Convertible Securities Fund’s Class A shares. More information about these and other discounts is available from your financial professional and in the section entitled, “Classes of Shares” of the Convertible Securities Fund’s statutory prospectus, in Appendix A, “Sales Charge Reductions and Waivers through Certain Intermediaries,” attached to the statutory prospectus, and in the section entitled, “Purchase and Redemption of Shares” of the Convertible Securities Fund’s Statement of Additional Information (“SAI”).

 

    Class AAA
Shares
    Class A
Shares
    Class C
Shares
    Class I
Shares
 
Shareholder Fees
(fees paid directly from your investment):
                                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)       None           4.00%           None           None    
Maximum Deferred Sales Charge (Load) (as a percentage of redemption or offering price, whichever is lower)       None           None           1.00%           None    
Maximum Sales Charge (Load) Imposed on Reinvested Dividends       None           None           None           None    
Redemption Fee (as a percentage of amount redeemed for shares held 7 days or less) payable to the Fund       2.00%           2.00%           2.00%           2.00%    
Exchange Fee       None           None           None           None    

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
                                               
Management Fees       1.00%           1.00%           1.00%           1.00%    
Distribution and Service (Rule 12b-1) Fees       0.25%           0.25%           1.00%           None    
Other Expenses       0.57%           0.57%           0.57%           0.57%    
Total Annual Fund Operating Expenses       1.82%           1.82%           2.57%           1.57%    
Less Fee Waiver and/or Expense Reimbursement(1)       (0.66)%           (0.66)%           (0.66)%           (0.66)%    
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement(1)                     1.16%         1.16%           1.91%           0.91%    

 

 
(1)  Teton Advisors, LLC (the “Adviser”) has contractually agreed to waive its investment advisory fees and/or to reimburse expenses of the Convertible Securities Fund to the extent necessary to maintain the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding brokerage, acquired fund fees and expenses, interest, taxes, and extraordinary expenses) at no more than 1.16% for Class AAA shares, 1.16% for Class A shares, 1.91% for Class C shares, and 0.91% for Class I shares. Under this same arrangement, the Convertible Securities Fund will carry forward, for a period not to exceed three years from the date that an amount is waived, any fees in excess of the expense limitation and repay the Adviser such amount provided the Convertible Securities Fund is able to do so without exceeding the lesser of (1) the expense limit in effect at the time of the waiver or reimbursement, as applicable, or (2) the expense limit in effect at the time of recoupment. The fee waiver and/or expense reimbursement arrangement will continue until at least January 31, 2025, unless sooner terminated by the Fund or by the Adviser with the consent of the Board, provided that in the case of a termination by the Adviser, the Adviser will provide the Board with written notice of its intention to terminate the arrangement prior to the expiration of its then current term.

 

17

 

 

Expense Example

 

This example is intended to help you compare the cost of investing in the Convertible Securities Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the Convertible Securities Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Convertible Securities Fund’s operating expenses remain the same (taking into account the expense limitation for one year). Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 118         $ 508         $ 924         $ 2,083    
Class A Shares     $ 513         $ 888         $ 1,287         $ 2,400    
Class C Shares     $ 294         $ 737         $ 1,306         $ 2,856    
Class I Shares     $ 93         $ 431         $ 793         $ 1,811    

 

You would pay the following expenses if you did not redeem your shares of the Convertible Securities Fund:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 118         $ 508         $ 924         $ 2,083    
Class A Shares     $ 513         $ 888         $ 1,287         $ 2,400    
Class C Shares     $ 194         $ 737         $ 1,306         $ 2,856    
Class I Shares     $ 93         $ 431         $ 793         $ 1,811    

 

Portfolio Turnover

 

The Convertible Securities Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Convertible Securities Fund’s shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Convertible Securities Fund’s performance. During the most recent fiscal year, the Convertible Securities Fund’s portfolio turnover rate was 36% of the average value of its portfolio.

 

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Principal Investment Strategies

 

The Convertible Securities Fund invests, under normal circumstances, at least 80% of its net assets in convertible securities, and in derivatives and other instruments that have economic characteristics similar to such securities. The Convertible Securities Fund may invest in securities of any market capitalization or credit quality, and may from time to time invest a significant amount of its assets in securities of smaller companies.

 

The Convertible Securities Fund may invest up to 20% of its net assets in common stocks, non-convertible preferred stocks, and non-convertible fixed income securities.

 

The Convertible Securities Fund may also invest in non-convertible debt securities rated below investment grade (rated Ba or below by Moody’s, or BB or below by S&P or Fitch, or if unrated, determined by Gabelli Funds, LLC, the Convertible Securities Fund’s sub-adviser (the “Gabelli Sub-Adviser”), to be of comparable quality), within the above 20% limitation. The Convertible Securities Fund may also invest in securities issued by the U.S. government and its agencies and instrumentalities.

 

The Convertible Securities Fund may invest in illiquid or thinly traded securities, subject to any limitations described in the prospectus and/or Statement of Additional Information. The Convertible Securities Fund may also invest in securities that are eligible for resale under Rule 144A of the Securities Act of 1933, as amended.

 

The Convertible Securities Fund may invest up to 20% of its net assets in foreign securities, including securities of issuers located in emerging markets countries (i.e., those that are in the initial stages of their industrial cycles), non-U.S. dollar denominated securities, and depositary receipts. This percentage limitation, however, does not apply to securities of foreign companies that are listed in the United States on a national securities exchange.

 

By investing in convertible securities, the Convertible Securities Fund seeks the opportunity to participate in the capital appreciation of underlying stocks, while at the same time relying on the fixed income aspect of the convertible securities to provide current income and reduced price volatility, which can limit the risk of loss in a down equity market.

 

In buying and selling securities for the Convertible Securities Fund, the Gabelli Sub-Adviser relies on fundamental analysis, which involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions. The portfolio managers may consider selling a particular security when the portfolio managers perceive a change in company fundamentals, a decline in relative attractiveness to other issues, and/or a decline in industry fundamentals, or if any of the original reasons for purchase have materially changed.

 

The portfolio managers evaluate each security’s investment characteristics as a fixed income instrument as well as its potential for capital appreciation. Under normal market conditions, the portfolio managers utilize this strategy to seek to capture approximately 60% to 80% of the upside performance of the underlying equities with 50% or less of the downside exposure.

 

19

 

 

The Convertible Securities Fund may utilize foreign currency exchange contracts, options, stock index futures contracts, warrants, and other derivative instruments. In response to adverse market, economic, political or other conditions, the Convertible Securities Fund may deviate from its principal strategies by making temporary investments of some or all of its assets in high-quality fixed income securities, cash and cash equivalents. The Convertible Securities Fund may not achieve its investment objective when it does so.

 

While the Convertible Securities Fund does not concentrate in any one industry, from time to time, based on economic conditions, it may make significant investments in certain sectors.

 

Principal Risks:

 

You may want to invest in the Fund if:

 

  you are a long term investor

 

  you seek a high level of current income as well as growth of capital

 

The Convertible Securities Fund’s share price will fluctuate with changes in the market value of the Convertible Securities Fund’s portfolio securities and changes in prevailing interest rates. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell Convertible Securities Fund shares, they may be worth more or less than what you paid for them; you may lose money by investing in the Fund.

 

Investing in the Convertible Securities Fund involves the following risks:

 

  Convertible Securities Risk. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock.

 

  Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Convertible Securities Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Convertible Securities Fund’s securities goes down, your investment in the Convertible Securities Fund decreases in value.

 

  Information Technology Risks. The information technology sector includes companies engaged in developing software and providing data processing and outsourced services, along with manufacturing and distributing communications equipment, computers and other electronic equipment and instruments, and semiconductors and semiconductor equipment manufacturers. Information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs. Information technology companies also face competition for services of qualified personnel. Additionally, information technology companies face rapid technological development and frequent new product introduction by competitors. Information technology companies typically rely on patents and intellectual property rights.

 

20

 

 

  Credit Risk. The Convertible Securities Fund’s investments are subject to the risk that issuers and/or counterparties will fail to make payments when due or default completely. Prices of the Convertible Securities Fund’s investments may be adversely affected if any of the issuers or counterparties it is invested in are subject to an actual or perceived deterioration in their credit quality. Credit spreads may increase, which may reduce the market values of the Convertible Securities Fund’s securities. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer’s securities.

 

Foreign Securities Risk. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include expropriation, differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights, and greater transaction costs. These risks are more pronounced in the securities of companies located in emerging markets.

 

Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Such events may adversely affect the Fund, its investments, and the value of your investment in the Fund. The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known.

 

  High Yield Securities Risk. The Convertible Securities Fund may invest in higher yielding, lower rated bonds, commonly called “junk bonds”. Bonds that are rated Ba or below by Moody’s, or BB or below by S&P or Fitch, or if unrated, determined by the Gabelli Sub-Adviser to be of comparable quality, are generally considered to be high yield bonds. These high yield bonds are subject to greater risks than lower yielding, higher rated debt securities. As a result, the Convertible Securities Fund may experience losses associated with its holdings of high yield securities.

 

  Interest Rate Risk. The Convertible Securities Fund’s investments in fixed income securities will change in value based on changes in interest rates. If rates increase, the value of these investments generally declines. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. The Convertible Securities Fund may invest in variable and floating rate securities. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of variable and floating rate securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Recently, the Federal Reserve has been raising interest rates from historically low levels. The Federal Reserve’s aggressive increases to the federal funds rate may present a greater risk than has historically been the case due to the previous prolonged period of low interest rates and the market’s reaction to the Federal Reserve’s initiatives. Furthermore, there is no way of predicting or knowing when, or if, the Federal Reserve may enact cuts to the federal funds rate.

 

21

 

 

  Management Risk. If the portfolio manager is incorrect in her assessment of the growth prospects of the securities the Convertible Securities Fund holds, then the value of the Convertible Securities Fund’s shares may decline.

 

Sector Risk. Although the Fund does not employ a sector focus, the percentage of the Fund’s assets invested in a particular sector can increase from time to time based on the Adviser’s perception of available investment opportunities. If the Fund invests a significant portion of its assets in a particular sector, the Fund will be subject to the risk that companies in the same sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors affecting that market segment. In such cases, the Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately and negatively affect that sector. In addition, investments in a particular sector may be more volatile than the broader market as a whole, and the Fund’s investments in such a sector may be disproportionately susceptible to losses.

 

  Small-Cap Company Risk. Although small-cap companies may offer greater potential for capital appreciation than larger companies, investing in securities of small-cap companies may involve greater risks than investing in larger, more established issuers. Small-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, small-cap company stock prices tend to rise and fall in value more than other stocks.

 

Performance

 

The bar chart and table that follow provide an indication of the risks of investing in the Convertible Securities Fund by showing changes in the Convertible Securities Fund’s performance from year to year, and by showing how the Convertible Securities Fund’s average annual returns for one year, five years, and ten years compared with those of a broad based securities market index and another relevant index. As with all mutual funds, the Convertible Securities Fund’s past performance (before and after taxes) does not predict how the Convertible Securities Fund will perform in the future. Updated information on the Convertible Securities Fund’s results can be obtained by visiting www.gabelli.com.

 

22

 

 

TETON CONVERTIBLE SECURITIES FUND

(Total returns for Class AAA Shares for the Years Ended December 31)

 

 

Years

 

During the calendar years shown in the bar chart, the highest return for a quarter was 16.68% (quarter ended June 30, 2020) and the lowest return for a quarter was (16.99)% (quarter ended June 30, 2022).

 

Average Annual Total Returns
(for the years ended December 31, 2023,
with maximum sales charge, if applicable)
  Past
One Year
    Past
Five Years
    Past
Ten Years
 
TETON Convertible Securities Fund Class AAA Shares                                    
Return Before Taxes       5.08%           5.89%           5.10%    
Return After Taxes on Distributions       4.01%           4.16%           3.80%    
Return After Taxes on Distributions and Sale of Fund Shares       3.04%           4.39%           3.79%    
TETON Convertible Securities Fund Class A Shares                                    
Return Before Taxes       0.94%           4.95%           4.50%    
Class C Shares                                    
Return Before Taxes       3.36%           5.10%           4.31%    
Class I Shares                                    
Return Before Taxes       5.35%           6.15%           5.37%    
Indexes (reflects no deduction for fees, expenses or taxes)                                    
ICE Bank of America Merrill Lynch U.S. Convertibles Index       12.87%           11.94%           8.90%    
Standard & Poor’s 500 Index       26.29%           15.69%           12.03%    

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions and Sale of Fund Shares” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss from the sale of Convertible Securities Fund shares to offset other taxable gains. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Convertible Securities Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, including Roth IRAs and SEP IRAs (collectively “IRAs”).

 

23

 

 

Management

 

The Adviser. Teton Advisors, LLC (previously Teton Advisors, Inc. — see MANAGEMENT OF THE FUNDS — The Adviser.)

 

The Sub-Adviser. Gabelli Funds, LLC

 

The Portfolio Managers. The Adviser has established an Investment Research Advisory Committee (the “Committee”), with respect to the Fund to be comprised of select individuals from the Adviser and Sub-Adviser. The Committee is ultimately responsible for the day-to-day management of the Fund’s portfolio and works with the team leaders in developing and executing the Fund’s investment program. The members of the Committee are as follows: Mario Gabelli, Sara Wojda, Hendi Susanto, Wayne Plewniak, Nicholas Galluccio, James Dinsmore, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Gustavo Pifano, Marc Gabelli, Scott Butler, Tony Bancroft, Jeff Jonas, Ian Lapey, Timothy Winters, Robert Leininger, Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Edward S. Borland and Robert M. Goldsborough.

 

Certain members of the Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Fund utilizing the resources of the broad organization. While certain portfolio managers and analysts have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under the Adviser’s strict investment criteria before it may be implemented for the Fund. This team approach reinforces the Adviser’s discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Fund. The composition of the Committee and any respective team may change from time to time.

 

The Convertible Securities Fund is overseen by members of the firm’s Global Convertible Credit, Value Team which consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional global analysts at the firm.

 

The Convertible Securities Fund’s portfolio is managed by Mr. James Dinsmore, CFA. Mr. Dinsmore has served as portfolio manager of the Fund since 2016.

 

Purchase and Sale of Fund Shares

 

The minimum initial investment for Class AAA, Class A, and Class C shares is $1,000 ($250 for IRAs or Coverdell Education Savings Plans). There is no minimum initial investment for Class AAA, Class A, and Class C shares in an automatic monthly investment plan.

 

Class I shares are available to investors with a minimum investment of $100,000 when purchasing shares directly through G.distributors, LLC, the Convertible Securities Fund’s distributor (“G.distributors” or the “Distributor”), or investors purchasing Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares, and which have different minimum investment amounts. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor reserves the right to waive or change minimum investment amounts. There is no minimum for subsequent investments.

 

24

 

 

You can purchase or redeem the Convertible Securities Fund’s shares on any day the New York Stock Exchange (“NYSE”) is open for trading (a “Business Day”). You may purchase or redeem Convertible Securities Fund shares by written request via mail (The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204), personal delivery or overnight delivery (The Gabelli Funds, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219204, Kansas City, MO 64105-1407), Internet, bank wire, or Automated Clearing House (“ACH”) system. You may also purchase Convertible Securities Fund shares by telephone, if you have an existing account with banking instructions on file, or redeem at 800-GABELLI (800-422-3554).

 

Convertible Securities Fund shares can also be purchased or sold through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. The broker-dealer or other financial intermediary will transmit these transaction orders to the Convertible Securities Fund on your behalf and send you confirmation of your transactions and periodic account statements showing your investments in the Convertible Securities Fund.

 

Tax Information

 

The Convertible Securities Fund expects that distributions will generally be taxable as ordinary income or long term capital gains to taxable investors.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Convertible Securities Fund through a broker-dealer or other financial intermediary (such as a bank), the Convertible Securities Fund and its related companies may pay the intermediary for the sale of Convertible Securities Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Convertible Securities Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

25

 

 

TETON WESTWOOD EQUITY FUND

(the “Equity Fund”)

 

Investment Objectives

 

The Equity Fund seeks to provide capital appreciation. The Equity Fund’s secondary goal is to produce current income.

 

Fees and Expenses of the Equity Fund:

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Equity Fund. You may also incur usual and customary brokerage commissions and other charges when buying and selling shares that are not reflected in the fee table and expense example below. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $100,000 in the Equity Fund’s Class A shares. More information about these and other discounts is available from your financial professional and in the section entitled, “Classes of Shares” of the Equity Fund’s statutory prospectus, in Appendix A, “Sales Charge Reductions and Waivers through Certain Intermediaries,” attached to the statutory prospectus, and in the section entitled, “Purchase and Redemption of Shares” of the Equity Fund’s Statement of Additional Information (“SAI”).

 

    Class AAA
Shares
    Class A
Shares
    Class C
Shares
    Class I
Shares
 
Shareholder Fees
(fees paid directly from your investment):
                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)       None           4.00%           None           None    
Maximum Deferred Sales Charge (Load) (as a percentage of redemption or offering price, whichever is lower)       None           None           1.00%           None    
Maximum Sales Charge (Load) Imposed on Reinvested Dividends       None           None           None           None    
Redemption Fee (as a percentage of amount redeemed)       None           None           None           None    
Exchange Fee       None           None           None           None    

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
                                               
Management Fees       1.00%         1.00%           1.00%           1.00%    
Distribution and Service (Rule 12b-1) Fees       0.25%           0.25%           1.00%           None    
Other Expenses       0.39%         0.39%           0.39%           0.39%    
Total Annual Fund Operating Expenses       1.64%           1.64%           2.39%           1.39%    

 

26

 

 

Expense Example

 

This example is intended to help you compare the cost of investing in the Equity Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the Equity Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Equity Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 167         $ 517         $ 892         $ 1,944    
Class A Shares     $ 560         $ 897         $ 1,256         $ 2,266    
Class C Shares     $ 342         $ 745         $ 1,275         $ 2,726    
Class I Shares     $ 142         $ 440         $ 761         $ 1,669    

 

You would pay the following expenses if you did not redeem your shares of the Equity Fund:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 167         $ 517         $ 892         $ 1,944    
Class A Shares     $ 560         $ 897         $ 1,256         $ 2,266    
Class C Shares     $ 242         $ 745         $ 1,275         $ 2,726    
Class I Shares     $ 142         $ 440         $ 761         $ 1,669    

 

Portfolio Turnover

 

The Equity Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Equity Fund’s shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Equity Fund’s performance. During the most recent fiscal year, the Equity Fund’s portfolio turnover rate was 44% of the average value of its portfolio.

 

Principal Investment Strategies

 

Under normal market conditions, the Equity Fund invests at least 80% of its net assets (which includes, for purposes of this test, the amount of any borrowings for investment purposes) in common stocks and securities which may be converted into common stocks. The Equity Fund invests in a portfolio of seasoned companies. Seasoned companies generally have market capitalizations of $1 billion or more and have been operating for at least three years.

 

In selecting securities, Westwood Management Corp., the Equity Fund’s sub-adviser (the “Westwood Sub-Adviser”), maintains a list of securities of issuers which it believes have proven records and potential for above-average earnings growth. It considers purchasing a security on such list if the Westwood Sub-Adviser’s forecast for growth rates and earnings exceeds Wall Street expectations. The Westwood Sub-Adviser closely monitors the issuers and will sell a stock if the Westwood Sub-Adviser expects limited future price appreciation, there is a fundamental change that negatively impacts their growth assumptions, and/or the

 

27

 

 

price of the stock declines 15% in the first forty-five days held. The Equity Fund’s risk characteristics, such as beta (a measure of volatility), are generally expected to be less than those of the Standard & Poor’s 500 Index (the “S&P 500 Index”), the Equity Fund’s benchmark.

 

The Equity Fund may also invest up to 25% of its total assets in foreign equity securities and in European Depositary Receipts (“EDRs”) or American Depositary Receipts (“ADRs”), including in those companies located in emerging markets. The Equity Fund may also invest in foreign debt securities.

 

Principal Risks

 

You may want to invest in the Fund if:

 

  you are a long term investor
     
  you seek growth of capital
     
  you seek a fund with a growth orientation as part of your overall investment plan

 

The Equity Fund’s share price will fluctuate with changes in the market value of the Equity Fund’s portfolio securities. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell Equity Fund shares, they may be worth more or less than what you paid for them; you may lose money by investing in the Fund.

 

Investing in the Equity Fund involves the following risks:

 

  Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Equity Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Equity Fund’s securities goes down, your investment in the Equity Fund decreases in value.

 

  Large Cap Risk. Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies. Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

  Foreign Securities Risk. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include expropriation, differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights, and greater transaction costs. These risks are more pronounced in the securities of companies located in emerging markets.

 

28

 

 

Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Such events may adversely affect the Fund, its investments, and the value of your investment in the Fund. The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known.

 

  Management Risk. If the portfolio managers are incorrect in their assessment of the growth prospects of the securities the Equity Fund holds, then the value of the Equity Fund’s shares could go down.

 

Performance

 

The bar chart and table that follow provide an indication of the risks of investing in the Equity Fund by showing changes in the Equity Fund’s performance from year to year, and by showing how the Equity Fund’s average annual returns for one year, five years, and ten years compared with those of a broad based securities market index. As with all mutual funds, the Equity Fund’s past performance (before and after taxes) does not predict how the Equity Fund will perform in the future. Updated information on the Equity Fund’s results can be obtained by visiting www.gabelli.com.

 

TETON WESTWOOD EQUITY FUND

(Total returns for Class AAA Shares for the Years Ended December 31)

 

 

Years

 

During the calendar years shown in the bar chart, the highest return for a quarter was 13.12% (quarter ended June 30, 2020) and the lowest return for a quarter was (23.52)% (quarter ended March 31, 2020).

 

29

 

 

Average Annual Total Returns
(for the years ended December 31, 2023,
with maximum sales charge, if applicable)
  Past
One Year
    Past
Five Years
    Past
Ten Years
 
TETON Westwood Equity Fund Class AAA Shares                              
Return Before Taxes       7.48%           9.74%           8.11%    
Return After Taxes on Distributions       6.19%           7.51%           5.75%    
Return After Taxes on Distributions and Sale of Fund Shares       5.27%           7.47%           6.09%    
TETON Westwood Equity Fund Class A Shares                                    
Return Before Taxes       3.08%           8.74%           7.49%    
Class C Shares                                    
Return Before Taxes       5.68%           8.90%           7.30%    
Class I Shares                                    
Return Before Taxes       7.78%           10.02%           8.36%    
Index (reflects no deduction for fees, expenses or taxes)                                    
S&P 500 Index       26.29%           15.69%           12.03%    

 

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions and Sale of Fund Shares” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss from the sale of Equity Fund shares to offset other taxable gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Equity Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, including Roth IRAs and SEP IRAs (collectively, “IRAs”).

 

Management

 

The Adviser. Teton Advisors, LLC (previously Teton Advisors, Inc. — see MANAGEMENT OF THE FUNDS — The Adviser.)

 

The Sub-Adviser. Westwood Management Corp.

 

The Portfolio Managers. The Adviser has established an Investment Research Advisory Committee (the “Committee”), with respect to the Fund to be comprised of select individuals from the Adviser and Sub-Adviser. The Committee is ultimately responsible for the day-to-day management of the Fund’s portfolio and works with the team leaders in developing and executing the Fund’s investment program. The members of the Committee are as follows: Mario Gabelli, Sara Wojda, Hendi Susanto, Wayne Plewniak, Nicholas Galluccio, James Dinsmore, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Gustavo Pifano, Marc Gabelli, Scott Butler, Tony Bancroft, Jeff Jonas, Ian Lapey, Timothy Winters, Robert Leininger, Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Edward S. Borland and Robert M. Goldsborough.

 

Certain members of the Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Fund utilizing the resources of the broad organization. While certain portfolio managers and analysts

 

30

 

 

have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under the Adviser’s strict investment criteria before it may be implemented for the Fund. This team approach reinforces the Adviser’s discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Fund. The composition of the Committee and any respective team may change from time to time.

 

The Equity Fund is overseen by members of the Sub-Adviser’s team through a sub-advisory agreement. The team consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional analysts at the Sub-Adviser.

 

Mr. Matthew R. Lockridge, Senior Vice President and Co-Director of Equity Portfolios, has managed the Equity Fund since 2013. Ms. Lauren Hill, Vice President and Research Analyst, has managed the Equity Fund since August 4, 2020. Mr. Michael Wall, Vice President and Research Analyst, has managed the Equity Fund since March 1, 2022.

 

Purchase and Sale of Fund Shares

 

The minimum initial investment for Class AAA, Class A, and Class C shares is $1,000 ($250 for IRAs or Coverdell Education Savings Plans). There is no minimum initial investment for Class AAA, Class A, and Class C shares in an automatic monthly investment plan.

 

Class I shares are available to investors with a minimum investment of $500,000 when purchasing shares directly through G.distributors, LLC, the Equity Fund’s distributor (“G.distributors” or the “Distributor”), or investors purchasing Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares, and which have different minimum investment amounts. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor reserves the right to waive or change minimum investment amounts. There is no minimum for subsequent investments.

 

You can purchase or redeem the Equity Fund’s shares on any day the New York Stock Exchange (“NYSE”) is open for trading (a “Business Day”). You may purchase or redeem Equity Fund shares by written request via mail (The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204), personal delivery or overnight delivery (The Gabelli Funds, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219204, Kansas City, MO 64105-1407), Internet, bank wire, or Automated Clearing House (“ACH”) system. You may also purchase Equity Fund shares by telephone, if you have an existing account with banking instructions on file, or redeem at 800-GABELLI (800-422-3554).

 

Equity Fund shares can also be purchased or sold through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. The broker-dealer or other financial intermediary will transmit these transaction orders to the Equity Fund on your behalf and send you confirmation of your transactions and periodic account statements showing your investments in the Equity Fund.

 

31

 

 

Tax Information

 

The Equity Fund expects that distributions will generally be taxable as ordinary income or long term capital gains to taxable investors.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Equity Fund through a broker-dealer or other financial intermediary (such as a bank), the Equity Fund and its related companies may pay the intermediary for the sale of Equity Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Equity Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

32

 

 

TETON WESTWOOD BALANCED FUND

(the “Balanced Fund”)

 

Investment Objective

 

The Balanced Fund seeks to provide capital appreciation and current income resulting in a high total investment return consistent with prudent investment risk and a balanced investment approach.

 

Fees and Expenses of the Balanced Fund:

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund. You may also incur usual and customary brokerage commissions and other charges when buying and selling shares that are not reflected in the fee table and expense example below. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $100,000 in the Balanced Fund’s Class A shares. More information about these and other discounts is available from your financial professional and in the section entitled, “Classes of Shares” of the Balanced Fund’s statutory prospectus, in Appendix A, “Sales Charge Reductions and Waivers through Certain Intermediaries,” attached to the statutory prospectus, and in the section entitled, “Purchase and Redemption of Shares” of the Balanced Fund’s Statement of Additional Information (“SAI”).

 

    Class AAA
Shares
    Class A
Shares
    Class C
Shares
    Class I
Shares
 
Shareholder Fees
(fees paid directly from your investment):
                                               
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)       None           4.00%           None           None    
Maximum Deferred Sales Charge (Load) (as a percentage of redemption or offering price, whichever is lower)       None           None           1.00%           None    

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
                                               
Management Fees       0.75%           0.75%           0.75%           0.75%    
Distribution and Service (Rule 12b-1) Fees       0.25%           0.25%           1.00%           None    
Other Expenses       0.46%           0.46%           0.46%           0.46%    
Total Annual Fund Operating Expenses           1.46%           1.46%           2.21%           1.21%    

 

33

 

 

Expense Example

 

This example is intended to help you compare the cost of investing in the Balanced Fund with the cost of investing in other mutual funds.

 

The example assumes that you invest $10,000 in the Balanced Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Balanced Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 149         $ 462         $ 797         $ 1,746    
Class A Shares     $ 543         $ 843         $ 1,166         $ 2,076    
Class C Shares     $ 324         $ 691         $ 1,185         $ 2,544    
Class I Shares     $ 123         $ 384         $ 665         $ 1,466    

 

You would pay the following expenses if you did not redeem your shares of the Balanced Fund:

 

    1 Year     3 Years     5 Years     10 Years  
Class AAA Shares     $ 149         $ 462         $ 797         $ 1,746    
Class A Shares     $ 543         $ 843         $ 1,166         $ 2,076    
Class C Shares     $ 224         $ 691         $ 1,185         $ 2,544    
Class I Shares     $ 123         $ 384         $ 665         $ 1,466    

 

Portfolio Turnover

 

The Balanced Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Balanced Fund’s shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Balanced Fund’s performance. During the most recent fiscal year, the Balanced Fund’s portfolio turnover rate was 39% of the average value of its portfolio.

 

Principal Investment Strategies

 

The Balanced Fund invests in a combination of equity and debt securities. The Balanced Fund is primarily equity-oriented, and uses a top-down approach in seeking to provide equity-like returns but with lower volatility than a fully invested equity portfolio. Westwood Management Corp., the Balanced Fund’s sub-adviser (the “Westwood Sub-Adviser”) will typically invest 30% to 70% of the Balanced Fund’s assets in equity securities and 70% to 30% in debt securities, and the balance of the Balanced Fund’s assets in cash or cash equivalents. The actual mix of assets will vary depending on the Westwood Sub-Adviser’s analysis of market and economic conditions.

 

The Balanced Fund invests in stocks of seasoned companies. Seasoned companies generally have market capitalizations of $1 billion or more and have been operating for at least three years. The Westwood Sub-Adviser chooses stocks of seasoned companies with proven records and above-average earnings growth potential. The Westwood Sub-Adviser has disciplines in place that serve as sell signals such as a security reaching a predetermined price target, a change to a company’s fundamentals that make the risk/reward profile unattractive, or a need to improve the overall risk/reward profile of the Balanced Fund.

 

34

 

 

The majority of the debt securities held by the Balanced Fund are investment grade securities of corporate and government issuers and commercial paper and mortgage- and asset-backed securities. Investment grade debt securities are securities rated in one of the four highest ratings categories by a Nationally Recognized Statistical Rating Organization (“NRSRO”). The Fund may invest up to 20% of the total fund in below investment grade bonds. A bond’s credit rating is determined by using the middle rating of Moody’s, S&P, and Fitch. If only two agencies rate a security, the lower rating is used. If only one rates a security, that single rating is used. The Balanced Fund may invest in fixed income securities of any maturity.

 

The Balanced Fund may also invest up to 25% of its total assets in foreign equity securities and in European Depositary Receipts (“EDRs”) or American Depositary Receipts (“ADRs”), including in those of companies located in emerging markets. The Balanced Fund may also invest in foreign debt securities.

 

Principal Risks

 

You may want to invest in the Fund if:

 

  you are a long term investor

 

  you seek both growth of capital and current income

 

  you want participation in market growth with some emphasis on preserving assets in “down” markets

 

The Balanced Fund is subject to the risk that its allocations between equity and debt securities may underperform other allocations. The Balanced Fund’s share price will fluctuate with changes in the market value of the Balanced Fund’s portfolio securities. An investment in the Fund is not a deposit of the bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell Balanced Fund shares, they may be worth more or less than what you paid for them; you may lose money by investing in the Fund.

 

Investing in the Balanced Fund involves the following risks:

 

  Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the Balanced Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. When the value of the Balanced Fund’s securities goes down, your investment in the Balanced Fund decreases in value.

 

  Credit Risk. The Balanced Fund’s investments are subject to the risk that issuers and/or counterparties will fail to make payments when due or default completely. Prices of the Balanced Fund’s investments may be adversely affected if any of the issuers or counterparties it is invested in are subject to an actual or perceived deterioration in their credit quality. Credit spreads may increase, which may reduce the market values of the Balanced Fund’s securities. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer’s securities.

 

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  Pre-Payment Risk. The Balanced Fund may experience losses when an issuer exercises its right to pay principal on an obligation held by the Balanced Fund (such as a mortgage-backed security) earlier than expected. This may happen during a period of declining interest rates. Under these circumstances, the Balanced Fund may be unable to recoup all of its initial investment and will suffer from having to invest in lower yielding securities. The loss of higher yielding securities and the reinvestment at lower interest rates can reduce the Balanced Fund’s income, total return, and share price.

 

  Foreign Securities Risk. Investments in foreign securities involve risks relating to political, social, and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks include expropriation, differing accounting and disclosure standards, currency exchange risks, settlement difficulties, market illiquidity, difficulties enforcing legal rights, and greater transaction costs. These risks are more pronounced in the securities of companies located in emerging markets.

 

Infectious Illness Risk. A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Such events may adversely affect the Fund, its investments, and the value of your investment in the Fund. The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known.

 

  Interest Rate Risk. The Balanced Fund’s investments in fixed income securities will change in value based on changes in interest rates. If rates increase, the value of these investments generally declines. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. The Balanced Fund may invest in variable and floating rate securities. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of variable and floating rate securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Recently, the Federal Reserve has been raising interest rates from historically low levels. The Federal Reserve’s aggressive increases to the federal funds rate may present a greater risk than has historically been the case due to the previous prolonged period of low interest rates and the market’s reaction to the Federal Reserve’s initiatives. Furthermore, there is no way of predicting or knowing when, or if, the Federal Reserve may enact cuts to the federal funds rate.

 

  Management Risk. If the portfolio managers are incorrect in their assessment of the growth prospects of the securities the Balanced Fund holds, then the value of the Balanced Fund’s shares may decline.

 

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Performance

 

The bar chart and table that follow provide an indication of the risks of investing in the Balanced Fund by showing changes in the Balanced Fund’s performance from year to year, and by showing how the Balanced Fund’s average annual returns for one year, five years, and ten years compared with those of a broad based securities market index and other relevant indices. As with all mutual funds, the Balanced Fund’s past performance (before and after taxes) does not predict how the Balanced Fund will perform in the future. Updated information on the Balanced Fund’s results can be obtained by visiting www.gabelli.com.

 

TETON WESTWOOD BALANCED FUND

(Total returns for Class AAA Shares for the Years Ended December 31)

 

 

Years

 

During the calendar years shown in the bar chart, the highest return for a quarter was 8.26% (quarter ended June 30, 2020) and the lowest return for a quarter was (13.61)% (quarter ended March 31, 2020).

 

Average Annual Total Returns
(for the years ended December 31, 2023,
with maximum sales charge, if applicable)

  Past
One Year
    Past
Five Years
    Past
Ten Years
 
TETON Westwood Balanced Fund Class AAA Shares                                    
Return Before Taxes       9.71%           6.53%           5.63%    
Return After Taxes on Distributions       8.67%           4.63%           3.63%    
Return After Taxes on Distributions and Sale of Fund Shares       6.33%           4.90%           4.13%    
TETON Westwood Balanced Fund Class A Shares                                    
Return Before Taxes       5.36%           5.56%           5.02%    
Class C Shares                                    
Return Before Taxes       7.95%           5.72%           4.85%    
Class I Shares                                    
Return Before Taxes       10.00%           6.81%           5.90%    
Indexes (reflects no deduction for fees, expenses or taxes)                                    
Bloomberg Barclays Government/Credit Bond Index       5.72%         1.41%           1.97%    
S&P 500 Index       26.29%           15.69%           12.03%    
60% S&P 500 Index and 40% Barclays Government/Credit Bond Index       18.06%           9.98%           8.01%    

 

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After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some instances, the “Return After Taxes on Distributions and Sale of Fund Shares” may be greater than “Return Before Taxes” because the investor is assumed to be able to use the capital loss from the sale of Balanced Fund shares to offset other taxable gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Balanced Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts, including Roth IRAs and SEP IRAs (collectively, “IRAs”).

 

Management

 

The Adviser. Teton Advisors, LLC (previously Teton Advisors, Inc. — see MANAGEMENT OF THE FUNDS — The Adviser.)

 

The Sub-Adviser. Westwood Management Corp.

 

The Portfolio Managers. The Adviser has established an Investment Research Advisory Committee (the “Committee”), with respect to the Fund to be comprised of select individuals from the Adviser and Sub-Adviser. The Committee is ultimately responsible for the day-to-day management of the Fund’s portfolio and works with the team leaders in developing and executing the Fund’s investment program. The members of the Committee are as follows: Mario Gabelli, Sara Wojda, Hendi Susanto, Wayne Plewniak, Nicholas Galluccio, James Dinsmore, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Gustavo Pifano, Marc Gabelli, Scott Butler, Tony Bancroft, Jeff Jonas, Ian Lapey, Timothy Winters, Robert Leininger, Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Edward S. Borland and Robert M. Goldsborough.

 

Certain members of the Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Fund utilizing the resources of the broad organization. While certain portfolio managers and analysts have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under the Adviser’s strict investment criteria before it may be implemented for the Fund. This team approach reinforces the Adviser’s discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Fund. The composition of the Committee and any respective team may change from time to time.

 

The Balanced Fund is overseen by members of the Sub-Adviser’s team through a sub-advisory agreement. The team consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional analysts at the Sub-Adviser.

 

Mr. Matthew R. Lockridge, Senior Vice President and Co-Director of Equity Portfolios, has managed the Balanced Fund since 2013. Mr. P. Adrian Helfert, Senior Vice President and Director of Multi-Asset Portfolios, has managed the Balanced Fund since June 30, 2019. Ms. Lauren Hill, Vice President and Research Analyst, has managed the Balanced Fund since August 4, 2020. Mr. Michael Wall, Vice President and Research Analyst, has managed the Balanced Fund since March 1, 2022.

 

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Purchase and Sale of Fund Shares

 

The minimum initial investment for Class AAA, Class A, and Class C shares is $1,000 ($250 for IRAs or Coverdell Education Savings Plans). There is no minimum initial investment for Class AAA, Class A, and Class C shares in an automatic monthly investment plan.

 

Class I shares are available to investors with a minimum investment of $500,000 when purchasing shares directly through G.distributors, LLC, the Balanced Fund’s distributor (“G.distributors” or the “Distributor”), or investors purchasing Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares, and which have different minimum investment amounts. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor reserves the right to waive or change minimum investment amounts. There is no minimum for subsequent investments.

 

You can purchase or redeem the Balanced Fund’s shares on any day the New York Stock Exchange (“NYSE”) is open for trading (a “Business Day”). You may purchase or redeem Balanced Fund shares by written request via mail (The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204), personal delivery or overnight delivery (The Gabelli Funds, c/o SS&C Global Investor & Distribution Solutions, Inc., 430 W 7th Street, Suite 219204, Kansas City, MO 64105-1407), Internet, bank wire, or Automated Clearing House (“ACH”) system. You may also purchase Balanced Fund shares by telephone, if you have an existing account with banking instructions on file, or redeem at 800-GABELLI (800-422-3554).

 

Balanced Fund shares can also be purchased or sold through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. The broker-dealer or other financial intermediary will transmit these transaction orders to the Balanced Fund on your behalf and send you confirmation of your transactions and periodic account statements showing your investments in the Balanced Fund.

 

Tax Information

 

The Balanced Fund expects that distributions will generally be taxable as ordinary income or long term capital gains to taxable investors.

 

Payments to Broker-Dealers and Other Financial Intermediaries

 

If you purchase shares of the Balanced Fund through a broker-dealer or other financial intermediary (such as a bank), the Balanced Fund and its related companies may pay the intermediary for the sale of Balanced Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Balanced Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

 

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INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RELATED RISKS

 

The Mighty MitesSM Fund and the SmallCap Equity Fund each seek to provide long term capital appreciation. The Convertible Securities Fund seeks to provide a high level of current income as well as long term capital appreciation. The Equity Fund seeks to provide capital appreciation. Its secondary goal is to provide current income. The Balanced Fund seeks to provide capital appreciation and current income. Each Fund’s investment objective is fundamental and may not be changed without shareholder approval.

 

The non-fundamental investment policy of each of the SmallCap Equity, Convertible Securities, and Equity Funds relating to their respective 80% Investment Policy may be changed by the Board without shareholder approval. Shareholders will, however, receive at least sixty days’ prior written notice of any changes in the 80% Investment Policy. Your investment in a Fund is not guaranteed and you could lose some or all of the amount you invested in a Fund.

 

Mighty Mites Fund

 

The Mighty Mites Fund primarily invests in common stocks of smaller companies that have a market capitalization (defined as shares outstanding times current market price) of $500 million or less at the time of the Mighty Mites Fund’s initial investment. These companies are called micro-cap companies.

 

The Mighty Mites Fund focuses on micro-cap companies which appear to be underpriced relative to their “private market value.” Private market value is the value which the Gabelli Sub-Adviser believes informed investors would be willing to pay to acquire a company.

 

In selecting stocks, the Gabelli Sub-Adviser attempts to identify companies that:

 

  have above-average sales and earnings growth prospects
     
  have improving balance sheet fundamentals given the current status of economic and business cycles
     
  are undervalued and may significantly appreciate due to management changes, stock acquisitions, mergers, reorganizations, tender offers, spin-offs, or other significant events
     
  have new or unique products, new or expanding markets, changing competitive or regulatory climates, or undervalued assets or franchises

 

The Gabelli Sub-Adviser also considers the stocks’ prices and the issuers’ balance sheet characteristics and strength of management.

 

Micro-cap companies may be new or unseasoned companies which are in their very early stages of development. Micro-cap companies can also be engaged in new and emerging industries.

 

Micro-cap companies are generally not well-known to investors and have less of an investor following than larger companies. The Gabelli Sub-Adviser will attempt to capitalize on the lack of analyst attention to micro-cap stocks and the inefficiency of the micro-cap market.

 

The Gabelli Sub-Adviser has disciplines in place that serve as sell signals such as a security reaching a predetermined price target or a change to a company’s fundamentals that make the risk/reward profile unattractive. The Mighty Mites Fund’s share price will fluctuate with changes in the market value of the Mighty Mites Fund’s portfolio securities. Stocks are subject to market, economic, and business risks that may cause their prices to fluctuate. The Mighty Mites Fund is also subject to the risk that investment in

 

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micro-cap stocks may be subject to more abrupt or erratic movements in price than investment in small, medium, and large-capitalization stocks. The Mighty Mites Fund is also subject to the risk that the Gabelli Sub-Adviser’s judgments about above-average growth potential of a particular company is incorrect and that the perceived value of such company’s stock is not realized by the market, or that the price of the Mighty Mites Fund’s portfolio securities will decline. The greater price volatility of micro-cap stocks may result from the fact that there may be less market liquidity, less information publicly available, or fewer investors who monitor the activities of those companies. The Mighty Mites Fund is also subject to the risk that micro-cap stocks fall out of favor generally with investors.

 

The Mighty Mites Fund may also invest up to 25% of its total assets in foreign equity securities and in EDRs or ADRs, including in those of companies located in emerging markets. The Mighty Mites Fund may also invest in foreign debt securities.

 

SmallCap Equity Fund

 

Under normal market conditions, the SmallCap Equity Fund invests at least 80% of its net assets (which includes, for purposes of this test, the amount of any borrowings for investment purposes) in a portfolio of common stocks of smaller companies. The SmallCap Adviser characterizes small capitalization companies as those companies with a market capitalization (defined as shares outstanding times current market price) between $100 million and $2.5 billion at the time of the SmallCap Equity Fund’s initial investment. The SmallCap Adviser may change this characterization at any time in the future based upon the market capitalizations of the securities included in the Russell 2000® Index.

 

In selecting securities for the SmallCap Equity Fund, the SmallCap Adviser considers companies which offer:

 

  an increasing return on equity
     
  a low debt/equity ratio
     
  recent earnings surprises that may mark the beginning of a trend towards improved returns and profitability particularly when those trends have not been fully reflected in consensus earnings estimates
     
  current market valuation that is significantly below proprietary valuation estimates

 

Frequently small capitalization companies exhibit one or more of the following traits:

 

  new products or technologies
     
  new distribution methods
     
  rapid changes in industry conditions due to regulatory or other developments
     
  changes in management or similar characteristics that may result in expected growth in earnings

 

The SmallCap Equity Fund may invest in relatively new or unseasoned companies, which are in their early stages of development, or small companies in new and emerging industries.

 

The SmallCap Adviser closely monitors the issuers and will sell a stock if the stock achieves its price objective and has limited further potential for price increase, the forecasted price/earnings ratio exceeds the future forecasted growth rate, and/or the issuer suffers a negative change in its fundamental outlook. Because smaller companies are less actively followed by stock analysts and less information is available on

 

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which to base stock price evaluations, the market may initially overlook favorable trends in certain smaller companies, and then will adjust its valuation more quickly once these trends are recognized. Smaller companies may also be more subject to a valuation catalyst (such as increased investor attention, takeover efforts, or a change in management) than larger companies.

 

The SmallCap Equity Fund may also invest up to 25% of its total assets in foreign equity securities and in EDRs or ADRs, including in those of companies located in emerging markets. The SmallCap Equity Fund may also invest in foreign debt securities.

 

The SmallCap Equity Fund’s share price will fluctuate with changes in the market value of the SmallCap Equity Fund’s portfolio securities. Stocks are subject to market, economic, and business risks that may cause their prices to fluctuate. Investment in small capitalization stocks may be subject to more abrupt or erratic movements in price than investment in medium and large capitalization stocks. The SmallCap Equity Fund is also subject to the risk that the SmallCap Adviser’s judgments about above-average growth potential of a particular company is incorrect and that the perceived value of such company’s stock is not realized by the market, or that the price of the SmallCap Equity Fund’s portfolio securities will decline. The greater price volatility of small capitalization stocks may result from the fact that there may be less market liquidity, less information publicly available, or fewer investors who monitor the activities of those companies. The SmallCap Equity Fund is also subject to the risk that small capitalization stocks fall out of favor generally with investors.

 

While the SmallCap Equity Fund does not concentrate in any one industry, from time to time, based on economic conditions, it may make significant investments in certain sectors.

 

Convertible Securities Fund

 

The Convertible Securities Fund invests, under normal circumstances, at least 80% of its net assets in convertible securities, and in derivatives and other instruments that have economic characteristics similar to such securities. The Convertible Securities Fund may invest in securities of any market capitalization or credit quality, and may from time to time invest a significant amount of its assets in securities of smaller companies.

 

The Convertible Securities Fund may invest up to 20% of its net assets in common stocks, non-convertible preferred stocks, and non-convertible fixed income securities.

 

The Convertible Securities Fund may also invest in non-convertible debt securities rated below investment grade (rated Ba or below by Moody’s, or BB or below by S&P or Fitch, or if unrated, determined by the Gabelli Sub-Adviser to be of comparable quality), within the above 20% limitation. The Convertible Securities Fund may also invest in securities issued by the U.S. government and its agencies and instrumentalities.

 

The Convertible Securities Fund may invest in illiquid or thinly traded securities, subject to any limitations described in the prospectus and/or Statement of Additional Information. The Convertible Securities Fund may also invest in securities that are eligible for resale under Rule 144A of the Securities Act of 1933, as amended.

 

The Convertible Securities Fund may invest up to 20% of its net assets in foreign securities, including securities of issuers located in emerging markets countries (i.e., those that are in the initial stages of

 

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their industrial cycles), non-U.S. dollar denominated securities, and depositary receipts. This percentage limitation, however, does not apply to securities of foreign companies that are listed in the United States on a national securities exchange.

 

By investing in convertible securities, the Convertible Securities Fund seeks the opportunity to participate in the capital appreciation of underlying stocks, while at the same time relying on the fixed income aspect of the convertible securities to provide current income and reduced price volatility, which can limit the risk of loss in a down equity market.

 

In buying and selling securities for the Convertible Securities Fund, the Gabelli Sub-Adviser relies on fundamental analysis, which involves a bottom-up assessment of a company’s potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions. The portfolio managers may consider selling a particular security when the portfolio managers perceive a change in company fundamentals, a decline in relative attractiveness to other issues, and/or a decline in industry fundamentals, or if any of the original reasons for purchase have materially changed.

 

The portfolio managers evaluate each security’s investment characteristics as a fixed income instrument as well as its potential for capital appreciation. Under normal market conditions, the portfolio managers utilize this strategy to seek to capture approximately 60% to 80% of the upside performance of the underlying equities with 50% or less of the downside exposure.

 

The Convertible Securities Fund may utilize foreign currency exchange contracts, options, stock index futures contracts, warrants, and other derivative instruments. In response to adverse market, economic, political or other conditions, the Convertible Securities Fund may deviate from its principal strategies by making temporary investments of some or all of its assets in high-quality fixed income securities, cash and cash equivalents. The Convertible Securities Fund may not achieve its investment objective when it does so.

 

While the Convertible Securities Fund does not concentrate in any one industry, from time to time, based on economic conditions, it may make significant investments in certain sectors.

 

Equity Fund

 

Under normal market conditions, the Equity Fund invests at least 80% of its net assets (which includes, for purposes of this test, the amount of any borrowings for investment purposes) in common stocks and securities which may be converted into common stocks. The Equity Fund invests in a portfolio of seasoned companies. Seasoned companies generally have market capitalizations of $1 billion or more and have been operating for at least three years.

 

In selecting securities, the Westwood Sub-Adviser maintains a list of securities of issuers which it believes have proven records and potential for above-average earnings growth. It considers purchasing a security on such list if the Westwood Sub-Adviser’s forecast for growth rates and earnings exceeds Wall Street expectations. The Westwood Sub-Adviser closely monitors the issuers and will sell a stock if the Westwood Sub-Adviser expects limited future price appreciation, there is a fundamental change that negatively impacts their growth assumptions, and/or the price of the stock declines 15% in the first forty-five days held. The Equity Fund’s risk characteristics, such as beta (a measure of volatility), are generally expected to be less than those of the S&P 500 Index.

 

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The Equity Fund may also invest up to 25% of its total assets in foreign equity securities and in EDRs or ADRs, including in those of companies located in emerging markets. The Equity Fund may also invest in foreign debt securities.

 

The Equity Fund’s share price will fluctuate with changes in the market value of the Fund’s portfolio securities. Stocks are subject to market, economic, and business risks that may cause their prices to fluctuate. The Equity Fund is also subject to the risk that the Westwood Sub-Adviser’s judgments about above-average growth potential of a particular company is incorrect and the perceived value of such company’s stock is not realized by the market, or that the price of the Equity Fund’s portfolio securities will decline.

 

Balanced Fund

 

The Balanced Fund invests in a combination of equity and debt securities. The Balanced Fund is primarily equity-oriented, and uses a top-down approach in seeking to provide equity-like returns but with lower volatility than a fully invested equity portfolio. The Westwood Sub-Adviser will typically invest 30% to 70% of the Balanced Fund’s assets in equity securities and 70% to 30% in debt securities, and the balance of the Balanced Fund’s assets in cash or cash equivalents. The actual mix of assets will vary depending on the Westwood Sub-Adviser’s analysis of market and economic conditions.

 

The Balanced Fund invests in stocks of seasoned companies. Seasoned companies generally have market capitalizations of $1 billion or more and have been operating for at least three years. The Westwood Sub-Adviser chooses stocks of seasoned companies with proven records and above-average earnings growth potential. The Westwood Sub-Adviser has disciplines in place that serve as sell signals such as a security reaching a predetermined price target, a change to a company’s fundamentals that make the risk/reward profile unattractive, or a need to improve the overall risk/reward profile of the Fund.

 

The debt securities held by the Balanced Fund are investment grade securities of corporate and government issuers and commercial paper and mortgage- and asset-backed securities. Investment grade debt securities are securities rated in one of the four highest ratings categories by a NRSRO. The Balanced Fund may invest in fixed income securities of any maturity.

 

The Balanced Fund may also invest up to 25% of its total assets in foreign equity securities and in EDRs or ADRs, including in those of companies located in emerging markets. The Balanced Fund may also invest in foreign debt securities.

 

The Balanced Fund is subject to the risk that its allocations between equity and debt securities may underperform other allocations. The Balanced Fund’s share price will fluctuate with changes in the market value of the Balanced Fund’s portfolio securities. Stocks are subject to market, economic, and business risks that may cause their prices to fluctuate. The Balanced Fund is also subject to the risk that the Westwood Sub-Adviser’s judgments about the above-average growth potential of a particular company is incorrect and the perceived value of such company’s stock is not realized by the market, or that the price of the Balanced Fund’s portfolio securities will decline. Investing in debt securities involves interest rate and credit risks. When interest rates rise, the value of the portfolio’s debt securities generally declines. The magnitude of the decline will often be greater for longer term debt securities than shorter term debt securities. It is also possible that the issuer of a security will not be able to make interest and principal payments when due. In addition, investing in certain types of debt securities involves pre-payment risk.

 

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Pre-payment risk is the risk that the Balanced Fund may experience losses when an issuer exercises its right to pay principal on an obligation held by the Balanced Fund (such as a mortgage-backed security) earlier than expected.

 

The Funds may also use the following investment technique:

 

  Defensive Investments. When adverse market or economic conditions exist, each Fund may temporarily invest all or a portion of its assets in defensive investments that are short term and liquid. Such investments include, without limitation, U.S. government securities, certificates of deposit, banker’s acceptances, time deposits, repurchase agreements, and other high quality debt instruments. When following a defensive strategy, a Fund will be less likely to achieve its investment goal.

 

Investing in the Funds involves the following risks:

 

  Consumer Discretionary Risk. Mighty Mites Fund — The Fund’s investments are exposed to issuers conducting business in the Consumer Discretionary Sector. The manufacturing segment of the Consumer Discretionary Sector includes automotive, household durable goods, leisure equipment and textiles and apparel. The services segment includes hotels, restaurants and other leisure facilities, media production and services, and consumer retailing and services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the consumer discretionary sector. The performance of companies operating in the consumer discretionary sector has historically been closely tied to the performance of the overall economy, and is also affected by economic growth, consumer confidence, attitudes and spending. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products in the marketplace. Moreover, the consumer discretionary sector encompasses those businesses that tend to be the most sensitive to economic cycles.

 

  Convertible Securities Risk. Convertible Securities Fund — Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. In the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of the Fund’s holding may occur in the event the underlying stock is subdivided, additional equity securities are issued for below market value, a stock dividend is declared or the issuer enters into another type of corporate transaction that has a similar effect.

 

The value of a convertible security is influenced by the value of the underlying equity security. Convertible debt securities and preferred stocks may depreciate in value if the market value of the underlying equity security declines or if rates of interest increase. In addition, although debt securities are liabilities of a corporation which the corporation is generally obligated to repay at a specified time, debt securities, particularly convertible debt securities, are often subordinated to the claims of some or all of the other creditors of the corporation.

 

Mandatory conversion securities (securities that automatically convert into equity securities at a future date) may limit the potential for capital appreciation and, in some instances, are subject to complete loss of invested capital. Other innovative convertibles include “equity-linked” securities,

 

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which are securities or derivatives that may have fixed, variable, or no interest payments prior to maturity, may convert (at the option of the holder or on a mandatory basis) into cash or a combination of cash and equity securities, and may be structured to limit the potential for capital appreciation. Equity-linked securities may be illiquid and difficult to value and may be subject to greater credit risk than that of other convertibles. Moreover, mandatory conversion securities and equity-linked securities have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities.

 

  Credit Risk. Convertible Securities Fund and Balanced Fund — There is a risk that issuers and/or counterparties will not make payments on securities, repurchase agreements or other investments held by a Fund. Such defaults could result in losses to a Fund. In addition, the credit quality of securities held by a Fund may be lowered if an issuer’s or counterparty’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of a Fund. Lower credit quality also may affect liquidity and make it difficult for a Fund to sell the security. Each Fund may invest in securities that are rated in the lowest investment grade category. Such securities also are considered to have speculative characteristics similar to high yield securities, and issuers or counterparties of such securities are more vulnerable to changes in economic conditions than issuers of higher grade securities. Prices of a Fund’s investments may be adversely affected if any of the issuers or counterparties it is invested in are subject to an actual or perceived deterioration in their credit quality. Credit spreads may increase, which may reduce the market values of a Fund’s securities. Credit spread risk is the risk that economic and market conditions or any actual or perceived credit deterioration may lead to an increase in the credit spreads (i.e., the difference in yield between two securities of similar maturity but different credit quality) and a decline in price of the issuer’s securities.

 

Infectious Illness Risk. All Funds — A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may result in travel restrictions, disruption of healthcare services, prolonged quarantines, cancellations, supply chain disruptions, business closures, lower consumer demand, layoffs, ratings downgrades, defaults and other significant economic, social and political impacts. Markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased trading costs. Such events may adversely affect the Funds, their investments, and the value of your investment in the Funds.

 

The fallout from the COVID-19 pandemic and its subsequent variants, and the long-term impact on economies, markets, industries and individual issuers, are not known. Some sectors of the economy and individual issuers have experienced, and could continue to experience, particularly large losses as a result of new variants of COVID-19.

 

  High Yield Securities Risk. Convertible Securities Fund — Lower rated securities are subject to risk factors such as: (i) vulnerability to economic downturns and changes in interest rates; (ii) sensitivity to adverse economic changes and corporate developments; (iii) redemption or call provisions which may be exercised at inopportune times; (iv) difficulty in accurately valuing or disposing of such securities; (v) federal legislation which could affect the market for such securities; and (vi) special adverse tax consequences associated with investments in certain high yield, high risk bonds structured as zero coupon or pay-in-kind securities.

 

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High yield bonds, like other bonds, may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security, resulting in lower return for investors. Conversely, a high yield bond’s value will decrease in a rising interest rate market. The market for high yield bonds is in some cases more thinly traded than the market for investment grade bonds, and recent market quotations may not be available for some of these bonds. Market quotations are generally available only from a limited number of dealers and may not represent firm bids from such dealers or prices for actual sales. As a result, the Fund may have greater difficulty valuing the high yield bonds in its portfolio accurately and disposing of these bonds at the time or price desired.

 

Ratings assigned by Moody’s and S&P to high yield bonds, like other bonds, attempt to evaluate the timeliness of principal and interest payments on those bonds. However, such ratings do not assess the risk of a decline in the market value of those bonds. In addition, ratings may fail to reflect recent events in a timely manner and are subject to change. If a rating with respect to a portfolio security is changed, the Adviser will determine whether the security will be retained based upon the factors the Adviser considers in acquiring or holding other securities in the portfolio. Investment in high yield bonds may make achievement of the Fund’s investment objective more dependent on the Adviser’s own credit analysis than is the case for higher rated bonds. Market prices for high yield bonds tend to be more sensitive than those for higher rated securities due to many of the factors described above, including the creditworthiness of the issuer, redemption or call provisions, the liquidity of the secondary trading market and changes in credit ratings, as well as interest rate movements and general economic conditions. In addition, yields on such bonds will fluctuate over time. An economic downturn could severely disrupt the market for high yield bonds.

 

The risk of default in payment of principal and interest on high yield bonds is significantly greater than with higher rated debt securities because high yield bonds are generally unsecured and are often subordinated to other obligations of the issuer, and because the issuers of high yield bonds usually have high levels of indebtedness and are more sensitive to adverse economic conditions, such as recession or increasing interest rates. Upon a default, bondholders may incur additional expenses in seeking recovery. As a result of all these factors, the net asset value of the Fund to the extent it invests in high yield bonds, is expected to be more volatile than the net asset value of funds which invest solely in higher rated debt securities.

 

  Industrials Risk. Mighty Mites Fund, SmallCap Equity Fund, and Equity Fund. The Funds invest a significant portion of their assets in securities issued by companies in the industrials sector in order to track the Underlying Index’s allocation to that sector. The industrials sector includes companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering, companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and transportation services and supplies. The Funds will be sensitive to changes in, and its performance may depend to a greater extent on, the overall condition of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation, world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.

 

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Inflation Risk. All Funds — Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of each Fund’s shares and distributions thereon can decline. Inflation risk is linked to increases in the prices of goods and services and a decrease in the purchasing power of money. Inflation often is accompanied or followed by a recession, or period of decline in economic activity, which may include job loss and other hardships and may cause the value of securities to go down generally. Inflation risk is greater for fixed-income instruments with longer maturities. In addition, this risk may be significantly elevated compared to normal conditions because of recent monetary policy measures and the current interest rate environment. Inflation has recently increased and it cannot be predicted whether it may decline.

 

Although the Federal Reserve has raised the federal funds rate, there is no guarantee that such increases will be effective at lowering inflation. Unanticipated or persistent inflation may have a material and adverse impact on the financial conditions or operating results of issuers in which the Funds may invest, which may cause the value of the Funds’ investments to decline. In addition, higher interest rates that often accompany or follow periods of high inflation may cause investors to favor asset classes other than common stocks, which may lead to broader market declines not necessarily related to the performance of any specific investments or specific issuers.

     
  Large-Cap Company Risk. Equity Fund — Large cap risk is the risk that stocks of larger companies may underperform relative to those of small and mid-sized companies. Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
     
  Small-Cap Company Risk. Mighty Mites Fund, Convertible Securities Fund, and SmallCap Equity Fund — Although small-cap companies may offer greater potential for capital appreciation than larger companies, investing in securities of small-cap companies may involve greater risks than investing in larger, more established issuers. Small-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, small-cap company stock prices tend to rise and fall in value more than other stocks.
     
  Emerging Markets Risk. All Funds — Securities of companies in emerging markets may be more volatile than those of companies in more developed markets. Emerging market countries generally have less developed markets and economies and, in some countries, less mature governments and governmental institutions. Investing in securities of companies in emerging markets may entail special risks relating to potential economic, political or social instability and the risks of expropriation, nationalization, confiscation or the imposition of restrictions on foreign investment, the lack of hedging instruments, and on repatriation of capital invested.

 

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  Equity Market Risk. All Funds — The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for a Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk” meaning that stock prices in general (or in particular, the prices of the types of securities in which a Fund invests) may decline over short or extended periods of time. When the value of a Fund’s securities goes down, your investment in that Fund decreases in value.

 

  Financial Services Risk. SmallCap Equity Fund, Equity Fund, and Balanced Fund — A Fund may from time to time invest in securities issued by financial services companies which means that a Fund will be exposed to the risks associate with the financial services industry, including:

 

  Financial services companies can be significantly affected by changing economic conditions, demand for consumer loans, refinancing activity and intense competition, including price competition. Profitability can be largely dependent on the availability and cost of capital and the rate of consumer debt defaults, and can fluctuate significantly when interest rates change; unstable and/or rising interest rates may have a disproportionate effect on companies in the financial services sector. Financial services companies are subject to extensive government regulation, which can change frequently and may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain, or may affect them in other ways that are unforeseeable. In the past, financial services companies in general experienced considerable financial distress, which led to the implementation of government programs designed to ease that distress. Different areas of the overall financial services sector tend to be highly correlated and particularly vulnerable to certain factors.
     
  Federal or state law and regulations require banks, bank holding companies, broker dealers and insurance companies to maintain minimum levels of capital and liquidity. Bank regulators have broad authority and can impose sanctions, including conservatorship or receivership, on non-complying banks even when these banks continue to be solvent, thereby possibly resulting in the elimination of stockholders’ equity. Commercial banks (including “money center” regional and community banks), savings and loan associations and holding companies of the foregoing are especially subject to adverse effects of volatile interest rates, concentrations of loans in particular industries (such as real estate) and significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds. Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations.

 

  Foreign Securities Risk. All Funds — Risks of investing in foreign securities include currency risks, future political and economic developments and possible imposition of foreign withholding taxes on income payable on the securities. In addition, there may be less publicly available information about a foreign issuer than about a domestic issuer, and foreign issuers may not be subject to the same accounting, auditing and financial recordkeeping standards and requirements as domestic issuers.

 

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  Information Technology Risks. Convertible Securities Fund — The information technology sector includes companies engaged in developing software and providing data processing and outsourced services, along with manufacturing and distributing communications equipment, computers and other electronic equipment and instruments, and semiconductors and semiconductor equipment manufacturers. Information technology companies are particularly vulnerable to federal, state and local government regulation, and competition and consolidation, both domestically and internationally, including competition from foreign competitors with lower production costs, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face product obsolescence due to rapid technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent protection and the expiration of patents may adversely affect the profitability of these companies. Finally, information technology companies rely on patents and intellectual property rights.
     
  Interest Rate Risk. Convertible Securities Fund and Balanced Fund — Each Fund invests in debt securities that increase or decrease in value based on changes in interest rates. If rates increase, the value of these investments generally declines. On the other hand, if rates fall, the value of these investments generally increases. Your investment will decline in value if the value of these investments decreases. Securities with greater interest rate sensitivity and longer maturities generally are subject to greater fluctuations in value. Usually, changes in the value of fixed income securities will not affect cash income generated, but may affect the value of your investment. Each Fund invests in variable and floating rate loans and other variable and floating rate securities. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of variable and floating rate Loans and other securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates. Many factors can cause interest rates to rise. Some examples include central bank monetary policy, rising inflation rates and general economic conditions. Recently, the Federal Reserve has been raising interest rates from historically low levels. The Federal Reserve’s aggressive increases to the federal funds rate may present a greater risk than has historically been the case due to the previous prolonged period of low interest rates and the market’s reaction to the Federal Reserve’s initiatives. Furthermore, there is no way of predicting or knowing when, or if, the Federal Reserve may enact cuts to the federal funds rate.
     
  Management Risk. All Funds — If the portfolio managers are incorrect in their assessment of the growth prospects of the securities a Fund holds, then the value of that Fund’s shares may decline. In addition, a portfolio manager’s strategy may produce returns that are different from other mutual funds that invest in similar securities.
     
  Market Risk. All Funds — Global economies and financial markets are increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in each of the Fund’s portfolios may underperform in comparison to securities in general financial markets, a particular financial market, or other asset classes due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global

 

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    demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of each Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. For example, there is significant uncertainty around how the Russian invasion of Ukraine and the conflict in Israel and Gaza will evolve, as well as the potential economic impacts to the U.S. that could result from the conflicts. Other securities or markets could be similarly affected by past or future geopolitical or other events or conditions. In addition, the outbreak of COVID-19 has negatively affected economies, markets and individual companies throughout the world, including those in which the Funds may invest. The effects of the COVID-19 pandemic, or other future epidemics or pandemics, to public health and business and market conditions, including exchange trading suspensions and closures, may have a significant negative impact on the performance of each Fund’s investments, increase each Fund’s volatility, exacerbate pre-existing political, social and economic risks to each Fund, and negatively impact broad segments of businesses and populations. Each Fund’s operations may be interrupted as a result, which may contribute to the negative impact on investment performance. In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the pandemic that affect the instruments in which each Fund invests, or the issuers of such instruments, in ways that could have a significant negative impact on each Fund’s investment performance. The full impact of the COVID-19 pandemic, or other future epidemics or pandemics, is currently unknown and cannot be predicted.
     
 

Risks Relating to Russia’s Invasion of Ukraine. All Funds — Russia’s military invasion of Ukraine, which began in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict have increased volatility and uncertainty in the financial markets and adversely affected regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine. The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that support Russia’s military invasion. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or individuals, may have unpredictable effects on financial and capital markets globally.

 

The extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict, but could continue to result in significant market disruptions, including in the oil and natural gas markets, and may continue to negatively affect global supply chains (including global food supplies), inflation and global growth. These and any related events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any exposure the Fund may have to Russian issuers or issuers in other countries directly affected by the invasion.

 

Pre-Payment Risk. Balanced Fund — The Fund may experience losses when an issuer exercises its right to pay principal on an obligation held by the Fund (such as a mortgage-backed security) earlier than expected. This may happen during a period of declining interest rates.

 

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  Under these circumstances, the Fund may be unable to recoup all of its initial investment and will suffer from having to invest in lower yielding securities. The loss of higher yielding securities and the reinvestment at lower interest rates can reduce the Fund’s income, total return, and share price.

 

Small- and Micro-Cap Company Risk. Mighty Mites Fund and SmallCap Equity Fund — Although small-cap and micro-cap companies may offer greater potential for capital appreciation than larger companies, investing in securities of small-cap and micro-cap companies may involve greater risks than investing in larger, more established issuers. Small-cap and micro-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small-cap and micro-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, small-cap and micro-cap company stock prices tend to rise and fall in value more than other stocks. The risks of investing in micro-cap stocks and companies are even greater than those of investing in small-cap companies.

 

Portfolio Holdings. A description of the Funds’ policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in the Funds’ Statement of Additional Information (“SAI”), which may be obtained by calling 800-GABELLI (800-422-3554), your financial intermediary, or free of charge through the Funds’ website at www.gabelli.com.

 

MANAGEMENT OF THE FUNDS

 

The Adviser. Effective December 31, 2021, Teton Advisors, Inc. completed a reorganization by transferring its entire advisory business, operations and personnel to a new wholly-owned subsidiary, Teton Advisors, LLC (the “Adviser”). Teton Advisors, Inc. is now the holding company and parent of the new adviser. The ownership of the parent company is unchanged and the consummation of the reorganization did not result in a change of its control. Teton Advisors, LLC will serve as the investment adviser to the Mighty Mites Fund, the Convertible Securities Fund, the Equity Fund and the Balanced Fund pursuant to an investment management agreement identical to the previous agreement between the Funds and Teton Advisors, Inc.

 

Also, in connection with this internal reorganization, Teton Advisors, Inc. transferred the investment management agreement with the SmallCap Equity Fund and the portfolio team that managed the SmallCap Equity Fund to Keeley-Teton Advisors, LLC (the “SmallCap Adviser” and together with the Adviser, the “Advisers”), a wholly-owned subsidiary of Teton Advisors, Inc. Keeley-Teton Advisors, LLC will serve as the adviser to the SmallCap Equity Fund pursuant to an investment management agreement identical to the previous agreement between the SmallCap Equity Fund and Teton Advisors, Inc. The management and ownership of Teton Advisors, Inc. and Keeley-Teton Advisors, LLC are unchanged by this reorganization and the reorganization will not result in a change of control of either entity.

 

Teton Advisors, LLC, located at 189 Mason Street, Greenwich, CT 06830, and Keeley-Teton Advisors, LLC, located at 141 West Jackson, Suite 2150, Chicago, IL 60604, serve as investment advisers to the Funds, as described above. The Advisers make investment decisions for the Funds and continuously review and administer the Funds’ investment programs and manages the Funds’ operations under the general supervision of the Trust’s Board of Trustees (“the Board”). Each of the Advisers is a Delaware limited liability company.

 

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Each of the Advisers monitor individual client guidelines, regulatory requirements, cash movements, and progress regarding purchases and sales of securities, Each of the Advisers’ risk management, trading, legal, accounting, compliance, and client service functions participate in the investment implementation process. As compensation for its services and the related expenses the Advisers bear, the Advisers are contractually entitled to an advisory fee, computed daily and payable monthly, at annual rates set forth in the table below. The table also reflects the advisory fees (after waivers and/or reimbursement of expenses) paid by the Funds for the fiscal year ended September 30, 2023.

 

Fund   Annual Advisory Fee-Contractual Rate
(as a percentage of average daily net assets)
    Advisory Fee Paid for Fiscal Year Ended 9/30/23
(as a percentage of average daily net assets)
 
Mighty Mites Fund       1.00 %         0.97 %  
SmallCap Equity Fund       1.00 %         0.61 %  
Convertible Securities Fund       1.00 %         0.53 %  
Equity Fund       1.00 %         1.00 %  
Balanced Fund       0.75 %         0.75 %  

 

With respect to each of the SmallCap Equity and Convertible Securities Funds, the Board has approved expense limitation agreements under which the SmallCap Adviser and the Adviser, respectively, have contractually agreed to waive its investment advisory fees and/or reimburse the Funds’ expenses to the extent necessary to maintain the Funds’ total annual operating expenses (excluding brokerage costs, interest, taxes, acquired fund fees and expenses, and extraordinary expenses) at the levels set forth in the fee tables of the Funds until at least January 31, 2025, and may not be terminated either Fund or the SmallCap Adviser or the Adviser before such time. Thereafter, either agreement may only be terminated or amended to increase these expense caps as of January 31 of each calendar year, provided that in the case of a termination by the SmallCap Adviser or the Adviser, either of the SmallCap Adviser or the Adviser, as applicable, will provide the Board with written notice of its intention to terminate the agreement prior to the expiration of its then current term.

 

In addition, the SmallCap Equity Fund has agreed, during the two year period following any waiver or reimbursement by the SmallCap Adviser, and the Convertible Securities Fund has agreed during the three year period following any waiver or reimbursement by the Adviser, to repay such amount to the extent each Fund is able to do so without exceeding the lesser of (1) the expense limit in effect at the time of the waiver or reimbursement, as applicable, or (2) the expense limit in effect at the time of recoupment after giving effect to the repayment.

 

Sub-Advisers. The Adviser has entered into a Sub-Advisory Agreement with Westwood Management Corp. for the Equity Fund and Balanced Fund. The Westwood Sub-Adviser has its principal offices located at 200 Crescent Court, Suite 1200, Dallas, Texas 75201. The Adviser pays the Westwood Sub-Adviser out of its advisory fees with respect to the Equity Fund and Balanced Fund, a fee computed daily and payable monthly in an amount equal on an annualized basis to the greater of (i) $150,000 per year on an aggregate basis for all applicable Funds or (ii) 35% of the net revenues to the Adviser from the applicable Funds. The Westwood Sub-Adviser is a registered investment adviser formed in 1983. The Westwood Sub-Adviser is a wholly owned subsidiary of Westwood Holdings Group, Inc., an institutional asset management company and publicly held company listed on the NYSE.

 

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The Adviser has entered into a Sub-Advisory Agreement with Gabelli Funds, LLC for the Mighty Mites Fund and Convertible Securities Fund. The Gabelli Sub-Adviser has its principal offices located at One Corporate Center, Rye, New York 10580-1422. The Adviser pays the Gabelli Sub-Adviser out of its advisory fees with respect to the Mighty Mites Fund and Convertible Securities Fund, a fee computed daily and payable monthly in an amount equal on an annualized basis to the annual rate of 0.32% of the Mighty Mites Fund’s and Convertible Securities Fund’s average net assets. The Gabelli Sub-Adviser manages several other open-end and closed-end investment companies in the Gabelli family of funds. The Gabelli Sub-Adviser is a New York limited liability company and is a wholly owned subsidiary of GAMCO Investors, Inc. (“GAMI”), a publicly held company listed on the OTCQX.

 

The Funds’ annual report to shareholders for the period ended September 30, 2023, contained a discussion of the basis of the Board’s determination to continue the investment advisory arrangements.

 

The Portfolio Managers.

 

Each of the Advisers has established an Investment Research Advisory Committee (each a “Committee”), with respect to each of the Funds advised by the Adviser and the SmallCap Adviser, as applicable, to be comprised of select individuals from the Advisers and related Sub-Advisers. The Committees are ultimately responsible for the day-to-day management of the Funds’ portfolios and work with the team leaders in developing and executing each Fund’s investment program. The members of the Committee for the Mighty Mites Fund, the Convertible Securities Fund, the Equity Fund and the Balanced Fund, are as follows: Mario Gabelli, Sara Wojda, Hendi Susanto, Wayne Plewniak, Nicholas Galluccio, James Dinsmore, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Gustavo Pifano, Marc Gabelli, Scott Butler, Tony Bancroft, Jeff Jonas, Ian Lapey, Timothy Winters, Robert Leininger, Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Edward S. Borland and Robert M. Goldsborough. The members of the Committee for the SmallCap Equity Fund are as follows: Thomas Browne, Jr., Brian Leonard, Michael Maloney, Brian Keeley, Hendi Susanto, Wayne Plewniak, Mark N. Odegard, Nicholas Galluccio, James Dinsmore, William F. Fiedler, Macrae Sykes, Brian Sponheimer, Joseph Gabelli, Sarah Donnelly, Ashish Sinha, Marc Gabelli, Edward S. Borland, Justin Bergner and Robert M. Goldsborough.

 

Certain members of each Committee are portfolio managers, as described herein, and the remainder operate as analysts in support of the portfolio management team. Team members collaborate to oversee the assets of the Funds utilizing the resources of the broad organization. While certain portfolio managers and analysts have a sector and geographic focus, each is a generalist, charged with generating ideas for any portfolio and any industry. Once an investment idea is generated, it faces the scrutiny of the research team, and must qualify under each Adviser’s strict investment criteria before it may be implemented for a Fund. This team approach reinforces the Advisers’ discipline, as each team member participates in the analysis and evaluation of every analyst’s ideas. Team members collaborate to manage the assets of the Funds. The composition of the Committee and any respective team may change from time to time.

 

The Mighty Mites Fund is overseen by members of the firm’s Global Micro Cap Smaller Companies Value Team which consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Mighty Mites Fund and additional global analysts at the firm. In the absence of a consensus among portfolio managers, Mario Gabelli has final decision-making authority for the Mighty Mites Fund.

 

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Mr. Mario J. Gabelli, CFA, Ms. Sarah Donnelly, Mr. Joseph Gabelli and Mr. Hendi Susanto are primarily responsible for the day to day management of the Mighty Mites Fund. The portfolio managers are assisted by Nicholas F. Galluccio, Scott R. Butler, Macrae Sykes, Brian Sponheimer, Thomas E. Browne, Jr. and Brian P. Leonard.

 

Mario J. Gabelli is Chairman and Chief Executive Officer of GAMI and Executive Chairman of Associated Capital Group, Inc.; Chief Investment Officer — Value Portfolios of GAMI, Gabelli Funds, LLC, and GAMCO Asset Management, Inc., another wholly owned subsidiary of GAMI; Chief Executive Officer and Chief Investment Officer of GGCP, Inc.; and an officer or director of other companies affiliated with GAMI. The Adviser relies to a considerable extent on the expertise of Mr. Gabelli, who may be difficult to replace in the event of his death, disability, or resignation. In the absence of a consensus among the portfolio managers, Mario Gabelli has final decision-making authority for the Mighty Mites Fund.

 

Ms. Sarah Donnelly has served as portfolio manager of the Mighty Mites Fund since April, 2017. Ms. Donnelly serves as a portfolio manager for Gabelli Funds, LLC. She is also a Senior Vice President of Associated Capital Group, Inc. and serves as the Health & Wellness research platform leader and as a research analyst covering food, household, and personal care products. Ms. Donnelly joined GAMCO Investors, Inc. in 1999 as a junior research analyst working with the consumer staples and media analysts. She received a B.S. in Business Administration with a concentration in Finance and minor in History from Fordham University and currently serves on the advisory board of the Gabelli Center for Global Security Analysis at Fordham University.

 

Mr. Joseph Gabelli has served as a portfolio manager of the Mighty Mites Fund since May 1, 2018. He rejoined GAMCO Investors, Inc. on May 1, 2018, after serving as a data strategy consultant for Alt/S, an early-stage media and marketing analytics firm, beginning in July 2017. From 2008 until June 2017, Mr. Joseph Gabelli served as an equity research analyst covering the global food and beverage industry for GAMCO Investors, Inc. and its affiliate, Associated Capital Group, Inc. He began his investment career at Integrity Capital Management, a Boston-based equity hedge fund, where he focused on researching small and micro-cap companies in the technology, healthcare and consumer discretionary sectors. Mr. Gabelli holds a B.A. from Boston College, and an M.B.A. from Columbia Business School, where he graduated with Dean’s Honors and Distinction.

 

Mr. Hendi Susanto has served as a portfolio manager of the Mighty Mites Fund since January 3, 2022 and as a portfolio manager of the SmallCap Equity Fund since January 28, 2022. Mr. Susanto joined Gabelli in 2007 as a research analyst. He currently covers the global technology industry, serves as a co-portfolio manager of the Gabelli Global Mini Mites™ Fund, and also is a member of the portfolio management team of three other funds within the Gabelli Fund Complex. Mr. Susanto received a B.S. degree summa cum laude, from the University of Minnesota, an M.S. degree from M.I.T, and an M.B.A. from the Wharton School of Business.

 

The Balanced Fund and the Equity Fund are managed by portfolio managers and analysts of the Westwood Sub-Adviser through a sub-advisory relationship dating since the formation of Westwood Holdings Group, Inc. and Teton, Inc.

 

The members of the Equity Fund portfolio management team include Lauren Hill, Matthew R. Lockridge, and Michael Wall.

 

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The members of the Balanced Fund portfolio management teams include P. Adrian Helfert, Lauren Hill, Matthew R. Lockridge, and Michael Wall.

 

Mr. Matthew R. Lockridge, has served as Vice President for the Westwood Sub-Adviser since 2010. Mr. Lockridge has served on the portfolio team for the Equity Fund and Balanced Fund since 2013. He has served as a portfolio manager of the Equity Fund and Balanced Fund since 2013. He has authority to direct trading activity on the Equity Fund and Balanced Fund.

 

Ms. Lauren Hill joined the Westwood Sub-Adviser in 2015. Ms. Hill has served on the portfolio team for the Equity Fund and Balanced Fund since August 4, 2020. She has authority to direct trading activity on the Equity Fund and Balanced Fund.

 

Mr. P. Adrian Helfert, Senior Vice President and Director of Multi-Asset Portfolios, joined the Westwood Sub-Adviser in 2019. He has authority to direct trading activity on the Balanced Fund.

 

Mr. Michael Wall, Vice President and Analyst, joined the Westwood Sub-Adviser in 2010, after McCarthy Group Advisors, LLC, which he joined in 2004, was acquired by Westwood. He is a Portfolio Manager on the LargeCap Value and AllCap Value portfolio teams and Research Analyst focusing on REITs, engineering and construction and life insurance. Mr. Wall is also a member of the Energy/Utilities and Financials research groups. Mr. Wall began his career at State Street Bank in Kansas City, Missouri, as a Portfolio Accountant and subsequently worked for The SilverStone Group in Omaha, Nebraska, as an Account Manager. Mr. Wall earned an MBA from the University of Nebraska at Omaha and a BS in Accounting from Concordia University. Mr. Wall has served on the portfolio team for the Equity Fund and Balanced Fund since March 1, 2022. He has authority to direct trading activity on the Equity Fund and Balanced Fund.

 

The Convertible Securities Fund is managed by members of the firm’s Global Convertible, Credit Value Team, which consists of several lead portfolio managers and the firm’s global analysts.

 

Mr. James Dinsmore is primarily responsible for the day to day management of the Convertible Securities Fund, working in conjunction with other analysts.

 

Mr. James Dinsmore, CFA, is a portfolio manager responsible for the day to day investment management of the Convertible Securities Fund. James Dinsmore joined Gabelli Funds, LLC in 2015. Mr. J. Dinsmore has served as a portfolio manager of the Bancroft Fund and the Ellsworth Fund since 2011, and the Gabelli Convertible and Income Securities Fund since January 1, 2016. He currently serves as President and a trustee of the Ellsworth Fund. Mr. J. Dinsmore received a B.A. in Economics from Cornell University and an M.B.A. from Rutgers University.

 

The SmallCap Equity Fund is overseen by members of the firm’s Global Value and Restructuring Team which consists of the portfolio managers listed herein who are jointly and primarily responsible for the day-to-day management of the Fund and additional global analysts at the firm.

 

Mr. Nicholas F. Galluccio, Mr. Scott Butler, Mr. Hendi Susanto, Mr. Macrae Sykes, Mr. Brian Sponheimer, Mr. Thomas Browne, Jr. and Mr. Brian Leonard are primarily responsible for the day to day management of the SmallCap Equity Fund.

 

Mr. Galluccio is the Chairman of Teton Advisors, LLC. and former President and Chief Executive Officer of Teton Advisors, Inc. from 2008-2021, an affiliate of GAMI. Effective January 28, 2019, Mr. Galluccio serves

 

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as portfolio manager of the KEELEY Small-Mid Cap Value Fund. Mr. Galluccio was formerly with Trust Company of the West where he served as Group Managing Director, U.S. Equities and Senior Portfolio Manager since 2003.

 

Mr. Scott R. Butler, Senior Vice President of Teton Advisors, LLC, serves as co-portfolio manager of the SmallCap Equity Fund as of January 26, 2018. Mr. Butler concentrates on the technology and industrial sectors and brings sixteen years of investment experience, having joined Teton Advisors, LLC in 2010. Effective January 28, 2019, Mr. Butler serves as portfolio manager of the KEELEY Small-Mid Cap Value Fund. Prior to that, he worked at Trust Company of the West (TCW) on the small and mid-cap portfolio management teams as a special situations generalist with a focus on software, industrial and medical technology sectors. Mr. Butler began as an analyst at Intrepid Capital Management in 2001, covering the video game and software industries. Mr. Butler holds a B.A. from Claremont McKenna College and a B.S. from Columbia University.

 

Mr. Macrae Sykes has served as a portfolio manager of the SmallCap Equity Fund since January 28, 2022. Mr. Sykes joined Gabelli in 2008 as a research analyst. He currently covers the investment services industry, and is a member of the portfolio management team of another fund within the Gabelli Fund Complex. Mr. Sykes holds a B.A. in economics from Hamilton College and an M.B.A. in finance from Columbia Business School.

 

Mr. Brian Sponheimer has served as a portfolio manager of the SmallCap Equity Fund since January 28, 2022. Mr. Sponheimer joined Gabelli in 2008 and covers the infrastructure and industrials sector with a focus on automotive- and machinery-related companies, OEMs and infrastructure, and is a member of the portfolio management team of another fund within the Gabelli Fund Complex. Mr. Sponheimer graduated cum laude with a B.A. in government from Harvard University and holds an M.B.A. from Columbia Business School.

 

Mr. Thomas Browne, Jr. has served as a portfolio manager of the SmallCap Equity Fund since January 28, 2022. Mr. Browne joined Keeley-Teton Advisors, LLC with over 32 years of investment experience on March 1, 2017. Prior to joining Keeley-Teton, Mr. Browne served as a portfolio manager (2009-2017) with Keeley Asset Management Corp. Mr. Browne was a sell-side technology services analyst for Prudential Securities and was twice recognized in the Wall Street Journal’s Best on the Street survey. Mr. Browne earned his M.B.A. from New York University Stern School of Business and his B.B.A. from the University of Notre Dame. In addition, Mr. Browne holds the Chartered Financial Analyst designation from the CFA Institute.

 

Mr. Brian Leonard has served as a portfolio manager of the SmallCap Equity Fund since January 28, 2022. Mr. Leonard joined Keeley-Teton Advisors, LLC with over 19 years of investment experience on March 1, 2017. Prior to joining Keeley-Teton, Mr. Leonard served as a portfolio manager (2004-2017) and research analyst and client service associate (2004-2009) with Keeley Asset Management Corp. Mr. Leonard earned his M.S. in finance from St. Xavier University’s Graham School of Management and his B.S. from DePaul University. In addition, Mr. Leonard holds the Chartered Financial Analyst designation from the CFA Institute.

 

The Funds’ SAI provides additional information about the portfolio managers’ compensation, other accounts managed by them, and their ownership of securities in the Funds they manage.

 

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INDEX DESCRIPTIONS

 

The S&P 500 Index is a widely recognized, unmanaged index of common stock prices.

 

The Bank of America Merrill Lynch U.S. Convertibles Index tracks the performance of publicly issued U.S. dollar denominated convertible securities of U.S. companies with at least over $50 million market values that are convertible into U.S. dollar denominated common stock, ADRs, or cash equivalent.

 

The Bloomberg Barclays Government/Credit Bond Index measures the performance of U.S. dollar denominated U.S. Treasuries, government-related, and investment grade U.S. corporate securities that have a remaining maturity of greater than or equal to 1 year.

 

The Dow Jones U.S. Micro-Cap Total Stock Market Index, a member of the Dow Jones Total Stock Market Indices family, provides a comprehensive measure of the micro-cap segment of the U.S. stock market.

 

The Russell 2000 Index is an unmanaged index of the 2000 smallest common stocks in the Russell 3000 Index, which contains the 3000 largest stocks in the U.S. based on total market capitalization.

 

The Russell 2000 Value Index measures the performance of the small-capitalization sector of the U.S. equity market. It is a subset of the Russell 2000® Index.

 

Investors cannot invest directly in any index.

 

CLASSES OF SHARES

 

Each of the Funds offers four classes of shares in this prospectus — Class AAA shares, Class A shares, Class C shares, and Class I shares. The Funds are not designed for market-timers; see the section entitled “Redemption of Shares.” Each class of shares has different costs associated with buying, selling, and holding Fund shares. Your broker or other financial professional can assist you in selecting which class of shares best meets your needs based on such factors as the size of your investments and the length of time you intend to hold your shares.

 

The Funds’ Class AAA shares are offered only to (1) clients of financial intermediaries (i) that charge such clients an ongoing fee for advisory, investment, consulting, or similar service, or (ii) where G.distributors has entered into an agreement permitting the financial intermediary to offer Class AAA Shares through its mutual fund supermarket network or platform, and (2) customers of the Distributor.

 

Class I shares are available to investors with a minimum investment of $500,000 ($100,000 for the Convertible Securities Fund) and purchasing shares directly through the Distributor, or investors purchasing Class I Shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares. Such brokers or financial intermediaries may have different requirements as to the investment minimum. If you transact in Class I shares through a broker or financial intermediary, you may be required to pay a commission and/or other forms of compensation to the broker or financial intermediary. The Distributor or its affiliates may, in their discretion, accept investments in Class I shares from purchasers that do not meet the qualification requirements.

 

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The table that follows summarizes the differences among the classes of shares.

 

A “front-end sales load” or sales charge is a one-time fee that may be charged at the time of purchase of shares.

 

A “contingent deferred sales charge” (“CDSC”) is a one-time fee that may be charged at the time of redemption.

 

A “Rule 12b-1 fee” is a recurring annual fee for distributing shares and servicing shareholder accounts based on each Fund’s average daily net assets attributable to the particular class of shares.

 

In selecting a class of shares in which to invest, you should consider:

 

the length of time you plan to hold the shares;

 

the amount of sales charge and Rule 12b-1 fees, recognizing that your share of 12b-1 fees as a percentage of your investment increases if a Fund’s assets increase in value and decreases if a Fund’s assets decrease in value;

 

whether you qualify for a reduction or waiver of the Class A sales charge; and

 

whether you qualify to purchase Class I shares.

 

  Class AAA Shares Class A Shares Class C Shares Class I Shares
Front-End Sales Load? No. Yes. The percentage declines as the amount invested increases. The offering price of a Class A share includes the front-end sales load. No. No.
Contingent Deferred Sales Charge? No. No, except for shares redeemed up to and including the last day of the twenty fourth month after purchase as part of an investment greater than $1 million if no front-end sales charge was paid at the time of purchase. Yes, for shares redeemed up to and including the last day of the twelfth month after purchase. No.
Rule 12b-1 Fee 0.25% 0.25% 1.00% None
Convertible to Another Class? Yes, may be converted to Class I shares provided certain conditions are met. Yes, may be converted to Class I shares provided certain conditions are met. Yes, may be converted to Class I shares provided certain conditions are met. Conversion to Class A shares after approximately eight years. No.
Fund Expense Levels Lower annual expenses than Class C and Class A shares. Higher annual expenses than Class I shares. Lower annual expenses than Class C shares. Higher annual expenses than Class I and Class AAA, shares. Higher annual expenses than Class AAA, Class A, and Class I shares. Lower annual expenses than Class AAA, Class A, and Class C shares.

 

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The following sections and Appendix A to this prospectus include important information about sales charges and sales charge reductions and waivers and describe information or records you may need to provide to the Funds or your broker in order to be eligible for sales charge reductions and waivers. Intermediaries may have different policies and procedures regarding the availability of sales charge reductions and waivers, please refer to Appendix A to this prospectus, which describes all such intermediaries. Information about sales charges and sales charge reductions and waivers to the various classes of the Funds’ shares is also available free of charge and in a clear and prominent format on our website at www.gabelli.com. You should consider the information below as a guide only, as the decision on which share class is best for you depends on your individual needs and circumstances.

 

  If you then you should consider
qualify for a reduced or waived front-end sales load purchasing Class A shares instead of Class C shares
do not qualify for a reduced or waived front-end sales load and intend to hold your shares for only a few years purchasing Class C shares instead of Class A shares
do not qualify for a reduced or waived front-end sales load and intend to hold your shares indefinitely purchasing Class A shares instead of Class C shares
are eligible and wish to purchase at least $500,000 ($100,000 for the Convertible Securities Fund) worth of shares or are otherwise eligible purchasing Class I shares
qualify for no-load purchasing Class AAA shares

 

Sales Charge — Class A Shares. Unless you are eligible for a sales charge reduction or a waiver as set forth in Appendix A to this prospectus, the sales charge is imposed on Class A shares at the time of purchase in accordance with the following schedule. It is the purchaser’s responsibility to notify a Fund, the Distributor, or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge reductions or waivers.

 

Amount of Investment   Sales Charge as
% of the
Offering Price*
    Sales Charge as
% of
Amount Invested
    Reallowance
to
Broker-Dealers
 
Under $100,000       4.00 %         4.17 %         3.50 %  
$100,000 but under $250,000       3.00 %         3.09 %         2.50 %  
$250,000 but under $500,000       2.00 %         2.04 %         1.75 %  
$500,000 but under $1 million       1.00 %         1.01 %         0.75 %  
$1 million or more       0.00 %**         0.00 %         0.50 %  

 

 
* Front-end sales load. The term “offering price” includes the front-end sales load.
** Subject to a CDSC equivalent to the corresponding amount listed under the column “Reallowance to Broker-Dealers” for redemptions up to and including the last day of the twenty fourth month after purchase.

 

Breakpoints or Volume Discounts

 

The Funds offer you the benefit of discounts on the sales charges that apply to purchases of Class A shares in certain circumstances. These discounts, which are also known as breakpoints, can reduce or, in some instances, eliminate the initial sales charges that would otherwise apply to your Class A shares investment. Mutual funds are not required to offer breakpoints and different mutual fund groups may offer different types of breakpoints.

 

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Breakpoints or Volume Discounts allow larger investments in Class A shares to be charged lower sales charges. If you invest $100,000 or more in Class A shares of the Funds, then you are eligible for a reduced sales charge. Initial sales charges are eliminated completely for purchases of $1,000,000 or more, although a 1% CDSC may apply, if shares are redeemed up to and including the last day of the twenty fourth month after purchase.

 

Sales Charge Reductions and Waivers — Class A Shares.

 

Reduced sales charges are available to (1) investors who are eligible to combine their purchases of Class A shares to receive Volume Discounts and (2) investors who sign a Letter of Intent (“Letter”) agreeing to make purchases over time. Certain types of investors, as set forth below, are eligible for sales charge waivers.

 

Class A shares may be available for purchase by clients of certain financial intermediaries without the application of a front-end sales load, as described in Appendix A to the prospectus.

 

You may qualify for a reduced sales charge, or a waiver of sales charges, on purchases of Class A shares. The requirements are described in the following paragraphs. To receive a reduction that you qualify for, you may have to provide additional information to your broker or other service agent. For more information about sales charge discounts and waivers, consult with your broker or other service provider.

 

Volume Discounts/Rights of Accumulation. In order to determine whether you qualify for a Volume Discount under the foregoing sales charge schedule, you may combine your new investment and your existing investments in Class A shares with those of your immediate family (spouse and children under age 21), your and their IRAs and other employee benefit plans and trusts and other fiduciary accounts for your and their benefit. You may also include Class A shares of any other open-end investment company managed by the Advisers or their affiliates that are held in any of the foregoing accounts. The Funds use the current net asset value per share (“NAV”) of these holdings when combining them with your new and existing investments for purposes of determining whether you qualify for a Volume Discount.

 

Letter of Intent. If you initially invest at least $1,000 in Class A shares of a Fund and submit a Letter to your financial intermediary or the Distributor, you may make purchases of Class A shares of that Fund during a thirteen month period at the reduced sales charge rates applicable to the aggregate amount of the intended purchases stated in the Letter. The Letter may apply to purchases made up to ninety days before the date of the Letter. If you fail to invest the total amount stated in the Letter, the Fund will retroactively collect the sales charge otherwise applicable by redeeming shares in your account at their then current NAV. For more information on the Letter, call your broker.

 

Required Shareholder Information and Records. In order for you to take advantage of sales charge reductions, you or your broker must notify the Funds that you qualify for a reduction. Without notification, the Funds are unable to ensure that the reduction is applied to your account. You may have to provide information or records to your broker or the Funds to verify eligibility for breakpoint privileges or other sales charge waivers. This may include information or records, including account statements, regarding shares of the Funds or shares of any other open-end investment company managed by either of the Advisers or their affiliates held in:

 

all of your accounts at the Funds or a financial intermediary;

 

any account of yours at another financial intermediary; and

 

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accounts of related parties of yours, such as members of the same family, at any financial intermediary.

 

You should therefore keep copies of these types of records.

 

Investors Eligible for Sales Charge Waivers. Class A shares of each Fund may be offered without a sales charge to: (1) employees of the Distributor and its affiliates, The Bank of New York Mellon Corporation, SS&C Global Investor & Distribution Solutions, Inc. (“SS&C GIDS” or “Transfer Agent”), BNY Mellon Investment Servicing (US) Inc. and Soliciting Broker-Dealers, employee benefit plans for those employees and their spouses and minor children of such employees when orders on their behalf are placed by such employees (the minimum initial investment for such purchases is $500 ($1,000 for Mighty Mites)); (2) either of the Advisers or their affiliates and their officers, directors, trustees, general partners and employees of other investment companies managed by the Advisers, employee benefit plans for such persons and their immediate family when orders on their behalf are placed by such persons (with no required minimum initial investment) — the term “immediate family” for this purpose refers to a person’s spouse, children and grandchildren (adopted or natural), parents, grandparents, siblings, a spouse’s siblings, a sibling’s spouse, and a sibling’s children; (3) any other investment company in connection with the combination of such company with a Fund by merger, acquisition of assets, or otherwise; (4) shareholders who have redeemed shares in the Fund(s) and who wish to reinvest in that Fund, provided the reinvestment is made within forty-five days of the redemption; (5) employee benefit plans; (6) any unit investment trusts registered under the Investment Company Act of 1940, as amended (the “1940 Act”), which have shares of the Fund(s) as a principal investment; (7) investment advisory clients of GAMCO Asset Management, Inc. and their immediate families; (8) financial institutions purchasing Class A shares of the Fund(s) for clients participating in a fee based asset allocation program or wrap fee program; and (9) clients of such investment advisers or financial planners who place trades for their own accounts or the accounts of their clients and who charge a management, consulting, or other fee for their services; and clients of such investment advisers or financial planners who place trades for their own accounts if the accounts are linked to the master account of such investment adviser or financial planner on the books and records of a broker or financial intermediary.

 

Additional categories of sales charge reductions and waivers available to investors are also set out in Appendix A to this prospectus. Investors who qualify under any of the categories described above or those set out in the Appendix A to this prospectus should contact their financial intermediary. Some of these investors may also qualify to invest in Class I shares.

 

Contingent Deferred Sales Charges

 

You will pay a CDSC when you redeem:

 

Class A shares up to and including the last day of the twenty fourth month after buying them as part of an investment greater than $1 million if no front-end sales charge was paid at the time of purchase; and

 

Class C shares for up to and including the last day of the twelfth month after buying them.

 

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The CDSCs payable upon redemption of Class A shares in the circumstances described above are 1.00% for investments of $1 million but less than $2 million, 0.50% for investments of $2 million but less than $5 million, and 0.25% for investments of $5 million or more. The CDSC payable upon redemption of Class C shares in the circumstances described above is 1.00%. In each case, the CDSC is based on the NAV at the time of your investment or the NAV at the time of redemption, whichever is lower.

 

The Distributor pays sales commissions of up to 1.00% of the purchase price of Class C shares of a Fund at the time of sale to brokers and financial intermediaries who initiate and are responsible for purchases of such Class C shares of the Fund.

 

You will not pay a CDSC to the extent that the value of the redeemed shares represents reinvestment of distributions or capital appreciation of shares redeemed. When you redeem shares, we will assume that you are first redeeming shares representing reinvestment of distributions, then any appreciation on shares redeemed, and then any remaining shares held by you for the longest period of time. We will calculate the holding period of shares acquired through an exchange of shares of another fund from the date you acquired the original shares of the other fund. The time you hold shares in the Gabelli money market fund, however, will not count for purposes of calculating the applicable CDSC.

 

We will waive the CDSC payable upon redemptions of shares for:

 

redemptions and distributions from retirement plans made after the death or disability of a shareholder;

 

minimum required distributions made from an IRA or other retirement plan account after you reach age 70½;

 

involuntary redemptions made by the Funds;

 

a distribution from a tax-deferred retirement plan after your retirement; and

 

returns of excess contributions to retirement plans following the shareholder’s death or disability.

 

The CDSC may be waived if you purchase your shares through intermediaries identified in Appendix A to this prospectus.

 

Rule 12b-1 Plan. Each Fund has adopted a distribution plan under Rule 12b-1 for Class AAA, Class A, and Class C shares of each Fund (each a “Plan”). Under each Plan, each Fund may use its assets to finance activities relating to the sale of its Class AAA, Class A, and Class C shares and, for Class A and Class C, the provision of certain shareholder services. To the extent any activity is one that a Fund may finance without a distribution plan, each Fund may also make payments to compensate such activity outside of the Plan and not be subject to its limitations.

 

For the Class AAA, Class A, and Class C shares covered by this prospectus, the Rule 12b-1 fees vary by class as follows:

 

    Class AAA     Class A     Class C  
Service Fees       None           None           0.25 %  
Distribution Fees       0.25 %         0.25 %         1.00 %  

 

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These are annual rates based on the value of each of these Classes’ average daily net assets. Because the Rule 12b-1 fees are higher for Class C shares than for Class AAA and Class A shares, Class C shares will have higher annual expenses. Because Rule 12b-1 fees are paid out of each Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Due to the payment of Rule 12b-1 fees, long term shareholders may indirectly pay more than the equivalent of the maximum permitted front-end sales charge.

 

Redemption Fee. Generally, if you sell or exchange your shares within seven days or less after the purchase date, you will be charged a redemption fee of 2.00% of the total redemption amount which is payable to the applicable Fund. See “Redemption of Shares” herein.

 

PURCHASE OF SHARES

 

You can purchase Fund shares on any Business Day.

 

By Mail or In Person. You may open an account by mailing a completed subscription order form with a check or money order payable to “TETON Westwood Funds” to:

 

  By Mail   By Personal Delivery
 

The Gabelli Funds

P.O. Box 219204

Kansas City, MO 64121-9204

 

The Gabelli Funds

c/o SS&C GIDS

430 W 7th Street, Suite 219204

Kansas City, MO 64105-1407

 

You can obtain a subscription order form by calling 800-GABELLI (800-422-3554). Checks made payable to a third party and endorsed by the depositor are not acceptable. For additional investments, send a check to the above address with a note stating your exact name and account number, the name of the Fund(s) and class of shares you wish to purchase.

 

By Internet. You may open an account over the Internet at www.gabelli.com.

 

  By Bank Wire or ACH System. To open an account using the bank wire transfer system or ACH system, first telephone the Fund(s) at 800-GABELLI (800-422-3554) to obtain a new account number. Then instruct your bank to wire funds to:

 

State Street Bank and Trust Company

225 Franklin Street, Boston, MA 02110

ABA #011-0000-28 REF DDA #99046187

Re: TETON Westwood ________ Fund

Account #___________________

Account of [Registered Owners]

 

  By Telephone. You may make purchases for an existing account with banking instructions on file by telephone at 800-GABELLI (800-422-3554).

 

If you are making an initial purchase, you should also complete and mail a subscription order form to the address shown under “By Mail.” Note that banks may charge fees for wiring funds, although the Transfer Agent, will not charge you for receiving wire transfers.

 

You may purchase shares directly through registered broker-dealers or other financial intermediaries that have entered into appropriate selling agreements with the Distributor. In addition, certain investors who qualify may purchase Class I shares of the Funds directly from the Distributor.

 

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Your broker-dealer or financial intermediary can obtain a subscription order form by calling 800-GABELLI (800-422-3554). The broker-dealer or other financial intermediary will transmit a purchase order and payment to SS&C GIDS on your behalf. Broker-dealers or other financial intermediaries may send you confirmations of your transactions and periodic account statements showing your investments in the Funds.

 

Share Price. The Funds sell their shares based on the NAV next determined after the time as of which the Funds receive your completed subscription order form but do not issue the shares to you until they receive full payment, subject to an front-end sales charge in the case of Class A shares. See “Pricing of Fund Shares” for a description of the calculation of the NAV.

 

Minimum Investments. For all Funds, the minimum initial investment for Class AAA, Class A, and Class C shares is $1,000 ($250 for IRAs or Coverdell Education Savings Plans for all Funds, except the Mighty Mites Fund).

 

The minimum initial investment for Class I shares purchased directly through the Distributor is $500,000 for each Fund except the Convertible Securities Fund, which has a minimum initial investment of $100,000. Investors who wish to purchase Class I shares through brokers or financial intermediaries that have entered into selling agreements with the Distributor specifically with respect to Class I shares should consult their broker or financial intermediary with respect to any minimum investment amount required for their account.

 

The Distributor or its affiliates may, in their discretion, waive the minimum investment requirement under certain circumstances. There is no minimum for subsequent investments. Broker-dealers and financial intermediaries may have different minimum investment requirements.

 

General. SS&C GIDS will not issue share certificates unless you request them. The Funds reserve the right to (i) reject any purchase order if, in the opinion of the Funds’ management, it is in the Funds’ best interest to do so, (ii) suspend the offering of shares for any period of time, and (iii) waive the Funds’ minimum purchase requirements. Except for differences attributable to these arrangements, the shares of all classes are substantially the same.

 

Customer Identification Program. Federal law requires the Funds to obtain, verify, and record identifying information, which may include the name, residential, or business address, date of birth (for an individual), social security or taxpayer identification number, or other identifying information, for each investor who opens or reopens an account with the Funds. Applications without the required information may be rejected or placed on hold until the Funds verify the account holder’s identity.

 

Third Party Arrangements. In addition to, or in lieu of amounts received by broker-dealers or other financial intermediaries as reallowances of a portion of sales commissions, either of the Advisers and their affiliates utilize a portion of their assets, which may include revenues received under the Plan, to pay all or a portion of the charges of various programs that make shares of the Funds available to their customers. These payments, sometimes referred to as “revenue sharing,” do not change the price paid by investors to purchase the Funds’ shares or the amount the Funds receive as proceeds from such sales. Revenue sharing payments may be made to broker-dealers and other financial intermediaries that provide services to the Funds or to shareholders in the Funds, including (without limitation) the following programs: shareholder servicing to Fund shareholders transaction processing, subaccounting services, marketing support, access to sales meetings, sales representatives, and management representatives of the broker-dealer or other financial intermediaries. Revenue sharing payments may also be made to broker-dealers and other financial

 

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intermediaries for inclusion of a Fund on a sales list, including a preferred or select sales list and in other sales programs. These payments may take a variety of forms, including (without limitation) compensation for sales, “trail” fees for shareholder servicing and maintenance of shareholder accounts, and finders’ fees that vary depending on the Fund and/or share class and the dollar amount of shares sold. Revenue sharing payments may be structured: (i) as a percentage of sales; (ii) as a percentage of net assets; and/or (iii) as a fixed dollar amount.

 

Each of the Advisers or an applicable affiliate may also provide non-cash compensation to broker-dealers, firms, or other financial intermediaries, in accordance with applicable rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such as the reimbursement of travel, lodging, and meal expenses incurred in connection with attendance at educational and due diligence meetings or seminars by qualified registered representatives of those firms and, in certain cases, their families; meeting fees; certain entertainment; reimbursement for advertising or other promotional expenses; or other permitted expenses as determined in accordance with applicable FINRA rules. In certain cases these other payments could be significant.

 

Subject to tax limitations and approval by the Board, the Funds may also make payments to third parties out of their own assets (other than Rule 12b-1 payments), for a portion of the charges for these programs generally representing savings experienced by the Funds resulting from shareholders investing in the Funds through such programs rather than investing directly in the Funds.

 

Each of the Advisers negotiates the level of payments described above to any particular broker-dealer or other financial intermediary with each firm. Currently, such payments (expressed as a percentage of net assets) range from 0.10% to 0.40% per year of the average daily net assets of the applicable Fund(s) attributable to the particular firm depending on the nature and level of services and other factors.

 

In addition, in certain cases, broker-dealers or other financial intermediaries, may have agreements pursuant to which shares of the Funds owned by their clients are held of record on the books of the Funds in omnibus accounts maintained by each intermediary, and the intermediaries provide those Fund shareholders with sub-administration and sub-transfer agency services. Pursuant to the Trust’s transfer agency agreement, the Trust pays the transfer agent a fee for each shareholder account. As a result, the use of one omnibus account for multiple beneficial shareholders can create a cost savings to the Trust. The Board of Trustees may, from time to time, authorize the Trust to pay a portion of the fees charged by these intermediaries if (i) a cost savings to a Fund can be demonstrated and (ii) the omnibus account of the intermediary has net assets in a Fund in excess of $10 million. In these cases, the Board may authorize a Fund to pay a portion of the fees to the intermediary in an amount no greater than the lower of the transfer agency cost savings relating to the particular omnibus account or 0.10% of the average daily net assets of that omnibus account. These payments compensate these intermediaries for the provision of sub-administration and sub-transfer agency services associated with their clients whose shares are held of record in this manner.

 

Additional Purchase Information.

 

Retirement Plans/Education Savings Plans. The Funds make available IRAs and Coverdell Education Savings Plans for investment in Fund shares. Applications may be obtained from the Distributor by calling 800-GABELLI (800-422-3554). Self-employed investors may purchase shares of the Funds through tax-deductible contributions to existing retirement plans for self-employed persons, known as “Keogh”

 

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or “H.R.-10” plans. The Funds do not currently act as a sponsor to such plans. Fund shares may also be a suitable investment for other types of qualified pension or profit sharing plans which are employer sponsored, including deferred compensation or salary reduction plans known as “401(k) Plans.”

 

For Class AAA, Class A, and Class C, the minimum initial investment in all such retirement and education savings plans is $250 except for the Mighty Mites Fund, where the minimum initial investment is $1,000. There is no minimum subsequent investment for retirement and education savings plans.

 

Automatic Investment Plan. The Funds offer an automatic monthly investment plan. For Class AAA, Class A and Class C, there is no initial minimum investment for accounts establishing an automatic investment plan except for Mighty Mites Fund, where the minimum initial investment is $1,000. Call your financial intermediary or the Distributor at 800-GABELLI (800-422-3554) for more details about the plan.

 

Telephone or Internet Investment Plan. You may purchase additional shares of the Funds by telephone and/or over the Internet if your bank is a member of the Automated Clearing House (“ACH”) system. You must have a completed and approved Account Options Form on file with the Funds’ Transfer Agent. There is a minimum of $100 for each telephone or Internet investment. However, you may split the $100 minimum between two funds. To initiate an ACH purchase, please call your financial intermediary or 800-GABELLI (800-422-3554) or 800-872-5365 or visit our website at www.gabelli.com.

 

Voluntary Conversion. Shareholders may be able to convert shares to Class I shares of a Fund, which have a lower expense ratio, provided certain conditions are met. For Class A and C shares, this conversion feature is intended for shares held through a financial intermediary offering a fee-based or wrap fee program that has an agreement with the Advisers or the Distributor specific for this purpose. Shareholders who currently hold Class AAA shares and are eligible to purchase Class I shares may convert existing Class AAA shares of the same fund through their financial intermediary if their financial intermediary has a specific agreement with the Distributor. In such instances, Class AAA, Class A, or Class C shares may be converted under certain circumstances. Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired. Under current interpretations of applicable federal income tax law by the Internal Revenue Service, this voluntary conversion to Class I shares generally should not be treated as a taxable event. Please contact your tax advisor and/or financial intermediary for additional information. Not all share classes are available through all financial intermediaries.

 

The Distributor has entered into an agreement with Merrill Lynch, Pierce, Fenner & Smith Inc. (“Merrill Lynch”), pursuant to which Class C shares of the Mighty Mites Fund and the Balanced Fund held by a Merrill Lynch customer will be converted into Class A shares of the same fund in the month of the 8-year anniversary of the purchase date.

 

If shares of a Fund are converted to a different share class of the same Fund, the transaction will be based on the respective NAV of each class as of the trade date of the conversion. Consequently, a shareholder may receive fewer shares or more shares than originally owned, depending on that day’s NAVs. Please contact your tax adviser regarding the tax consequences of any conversion.

 

Conversion of Class C shares to Class A shares. Investors whose accounts are held at the Funds’ transfer agent are eligible to hold Class C shares of the Funds only until the month of the 8-year anniversary of the purchase date. In the month of the 8-year anniversary of the purchase date, the Funds will convert such an investor’s Class C shares into Class A shares. This conversion will not be subject to any sales

 

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charge, fee, or other charge, and will be based on the relative net asset values of the two classes in question. The Internal Revenue Service currently takes the position that such conversions are not taxable. Should its position change, the conversion feature may be suspended. If this were to happen, you would have the option of instructing the Funds to continue to convert your Class C shares of the Funds to Class A shares of the Funds at the anniversary date described above. This conversion would also be based on the relative net asset values of the two classes in question, without the imposition of a sales charge or fee, but you might face certain tax consequences as a result. Shareholders should consult with their tax advisor regarding the state and local tax consequences of such conversions.

 

Investors holding Class C shares of the Funds through a financial intermediary in “street name” may be subject to different eligibility requirements regarding the holding of Class C shares of the Funds. In this regard, a financial intermediary may sponsor and/or control accounts, programs or platforms that impose a different conversion schedule or different eligibility requirements for the conversion of Class C shares into Class A shares. In these cases, Class C shares of the Funds may be converted to Class A shares under the policies of the financial intermediary and the conversion may be structured as an exchange of Class C shares for Class A shares of the Funds. Financial intermediaries will be responsible for making such exchanges in those circumstances. Please consult with your financial intermediary if you have any questions regarding your shares’ conversion from Class C shares to Class A shares. To the extent a financial intermediary’s policies provide for no such conversion, or for a conversion schedule that extends beyond the month of the 8-year anniversary of the purchase date, investors holding Class C shares through such financial intermediary may be disadvantaged relative to investors holding Class C shares either at the Funds’ transfer agent or through another financial intermediary. Because Class C shares pay higher ongoing asset-based distribution and shareholder servicing fees than Class A shares, financial intermediaries may have a conflict of interest in establishing their relevant conversion schedules and eligibility requirements. Additional information can be found in Appendix A, “Sales Charge Reductions and Waivers Available Through Certain Intermediaries,” attached to the Funds’ Prospectus.

 

REDEMPTION OF SHARES

 

You can redeem shares of the Funds on any Business Day. The Funds may temporarily stop redeeming their shares beyond seven (7) days when the NYSE is closed, when trading on the NYSE is restricted (as determined by the Securities and Exchange Commission (“SEC”)), or when an emergency exists (as determined by the SEC), and the Funds cannot sell their portfolio securities or accurately determine the value of assets, or if the SEC orders the Funds to suspend redemptions.

 

The Funds redeem their shares based on the NAV next determined after the time as of which the Funds or, if applicable, their authorized designee, receive your redemption request in proper form, subject in some cases to a redemption fee or a CDSC, as described under “Classes of Shares — Contingent Deferred Sales Charges” or a redemption fee as described below. See “Pricing of Fund Shares” for a description of the calculation of NAV. In instances where a redemption fee is triggered, a CDSC may also apply, as described in greater detail in other parts of this prospectus.

 

You may redeem Class A, Class C, or Class I shares through a broker-dealer or other financial intermediary that has entered into a selling agreement with the Distributor. The broker-dealer or financial intermediary will transmit a redemption order to SS&C GIDS on your behalf. The redemption request will be effected

 

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at the NAV next determined (less any applicable CDSC) after the Funds or, if applicable, their authorized designee, receive the request in proper form. If you hold share certificates, you must present the certificates endorsed for transfer.

 

The Funds are intended for long term investors and not for those who wish to trade frequently in Fund shares. The Funds believe that excessive short term trading of Fund shares creates risks for the Funds and their long term shareholders, including interference with efficient portfolio management, increased administrative and brokerage costs, and potential dilution in the value of Fund shares.

 

In addition, because each of the Funds may invest in foreign securities traded primarily on markets that close prior to the time after the time as of which the Fund determines its NAV, frequent trading by some shareholders may, in certain circumstances, dilute the value of Fund shares held by other shareholders. This may occur when an event that affects the value of the foreign securities takes place after the close of the primary foreign market, but before the time that a Fund determines its NAV. Certain investors may seek to take advantage of the fact that there will be a delay in the adjustment of the market price for a security caused by this event until the foreign market reopens (referred to as price arbitrage). If this occurs, frequent traders who attempt this type of price arbitrage may dilute the value of the Funds’ shares to the extent they receive shares or proceeds based upon NAVs that have been calculated using the closing market prices for foreign securities, if those prices have not been adjusted to reflect a change in the fair value of the foreign securities. In an effort to prevent price arbitrage, each Fund has procedures designed to adjust closing market prices of foreign securities before it calculates its NAV when it believes such an event has occurred that will have more than a minimal effect on the NAV. Prices are adjusted to reflect what the Funds believe are the fair values of these foreign securities at the time a Fund determines its NAV (called fair value pricing). Fair value pricing, however, involves judgments that are inherently subjective and inexact since it is not always possible to be sure when an event will affect a market price and to what extent. As a result, there can be no assurance that fair value pricing will always eliminate the risk of price arbitrage.

 

In addition, some of the Funds invest in small capitalization and micro-capitalization securities. Such securities are typically less liquid and more thinly-traded than securities of large capitalization issuers. Developments affecting issuers of thinly-traded or less liquid securities will not be reflected in their market price until the security again trades in the marketplace. Frequent traders may seek to exploit this delay by engaging in price arbitrage, in this case by buying or selling shares of the Funds prior to the time of the adjustment of the market price of securities in its portfolio. This may result in the dilution in the value of the Funds’ shares. Additionally, some of the Funds have a small asset size and frequent purchases and redemptions can have a negative impact on remaining shareholders in those Funds.

 

In order to discourage frequent short term trading in their shares, the Mighty Mites Fund, SmallCap Equity Fund, and Convertible Securities Fund (the “Redemption Fee Funds”) impose a 2.00% redemption fee (short term trading fee) on shares that are purchased and redeemed or exchanged within seven days of a purchase (the “Redemption Fee”). The Redemption Fee is calculated based on the shares’ aggregate NAV on the date of redemption and deducted from the redemption proceeds. The Redemption Fee is not a sales charge; it is retained by the Redemption Fee Funds and does not benefit the Advisers or any third party. For purposes of computing the Redemption Fee, shares will be redeemed in reverse order of purchase (the latest shares acquired will be treated as being redeemed first). Redemptions to which the fee applies include redemption of shares resulting from an exchange made pursuant to the Redemption Fee Funds’

 

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exchange privilege. The Redemption Fee will not apply to redemptions of shares where (i) the shares were purchased through automatic reinvestment of dividends or other distributions, (ii) the redemption is initiated by a Redemption Fee Fund, (iii) the shares were purchased through programs that collect the redemption fees at the program level and remit them to the Redemption Fee Funds or (iv) the shares were purchased through programs that the Advisers determine to have appropriate anti-short term trading policies in place or as to which the Advisers has received assurances that look-through redemption fee procedures or effective anti-short term trading policies and procedures are in place.

 

While the Redemption Fee Funds have entered into information sharing agreements with financial intermediaries which contractually require such financial intermediaries to provide the Redemption Fee Funds with information relating to their customers investing in the Redemption Fee Funds through non-disclosed or omnibus accounts, the Redemption Fee Funds cannot guarantee the accuracy of the information provided to them from financial intermediaries and may not always be able to track short term trading effected through these financial intermediaries. In addition, because the Redemption Fee Funds are required to rely on information provided by the financial intermediary as to the applicable redemption fee, the Redemption Fee Funds cannot guarantee that the financial intermediary is always imposing such fee on the underlying shareholder in accordance with the Redemption Fee Funds’ policies. Subject to the exclusions discussed above, the Redemption Fee Funds seek to apply these policies uniformly. The Redemption Fee Funds continue to reserve all rights, including the right to refuse any purchase request (including requests to purchase by exchange) from any person or group who, in the Redemption Fee Funds’ view, is likely to engage in excessive trading or if such purchase is not in the best interest of the Funds and to limit, delay, or impose other conditions on exchanges or purchases. The Redemption Fee Funds have adopted a policy of seeking to minimize short term trading of their shares and monitor purchase and redemption activities to assist in minimizing short term trading.

 

In the event that you wish to redeem shares in a registered account established by a broker-dealer or other financial intermediary, and you are unable to contact your broker-dealer or other financial intermediary, you may redeem shares by mail. You may mail a letter requesting the redemption of shares to: The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204. Your letter should state the name of the Fund and the share class, the dollar amount or number of shares you wish to redeem, and your account number. You must sign the letter in exactly the same way the account is registered and, if there is more than one owner of shares, all owners must sign. A signature guarantee is required for each signature on your redemption letter. You can obtain a signature guarantee from financial institutions such as commercial banks, brokers, dealers, and savings associations. A notary public cannot provide a signature guarantee.

 

By Telephone or the Internet. Unless you have requested that telephone or Internet redemptions from your account not be permitted, you may redeem your shares in an account (excluding an IRA) directly registered with SS&C GIDS by calling either 800-GABELLI (800-422-3554) or 800-872-5365 (617-328-5000 from outside the United States) or by visiting our website at www.gabelli.com. You may not redeem Fund shares held through an IRA through the Internet. IRA holders should consult a tax adviser concerning the current tax rules applicable to IRAs. If SS&C GIDS properly acts on telephone or Internet instructions after following reasonable procedures to protect against unauthorized transactions, neither SS&C GIDS nor the Funds will be responsible for any losses due to unauthorized telephone or Internet transactions and instead you would be responsible. You may request that proceeds from telephone or Internet redemptions be mailed to you by check (if your address has not changed in the prior thirty days), forwarded to you by

 

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bank wire, or invested in another mutual fund advised by either of the Advisers (see “Exchange of Shares”). Among the procedures that SS&C GIDS may use are passwords or verification of personal information. The Funds may impose limitations from time to time on telephone or Internet redemptions.

 

  1. Telephone or Internet Redemption By Check. The Funds will make checks payable to the name in which the account is registered and will normally mail the check to the address of record within seven days.

 

  2. Telephone or Internet Redemption By Bank Wire or ACH system. The Funds accept telephone or Internet requests for wire or ACH system redemptions in amounts of at least $1,000. The proceeds are normally wired on the next Business Day.

 

You may redeem shares through the Distributor, directly from the Funds through the Funds’ Transfer Agent, or through your financial intermediary:

 

  By Letter. You may mail a letter requesting the redemption of shares to: The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204. Your letter should state the name of the Fund(s) and the share class, the dollar amount or number of shares you wish to redeem, and your account number. You must sign the letter in exactly the same way the account is registered and, if there is more than one owner of shares, all owners must sign.

 

By Telephone or the Internet. Unless you have requested that telephone or Internet redemptions from your account not be permitted, you may redeem your shares in an account (excluding an IRA) directly registered with SS&C GIDS by calling either 800-GABELLI (800-422-3554) or 800-872-5365 (617-328-5000 from outside the United States) or by visiting our website at www.gabelli.com. You may not redeem Fund shares held through an IRA through the Internet. IRA holders should consult a tax adviser concerning the current tax rules applicable to IRAs. If SS&C GIDS properly acts on telephone or Internet instructions after following reasonable procedures to protect against unauthorized transactions, neither SS&C GIDS nor the Funds will be responsible for any losses due to unauthorized telephone or Internet transactions and instead you would be responsible. You may request that proceeds from telephone or Internet redemptions be mailed to you by check (if your address has not changed in the prior thirty days), forwarded to you by bank wire, or invested in another mutual fund advised by either of the Advisers (see “Exchange of Shares”). Among the procedures that SS&C GIDS may use are passwords or verification of personal information. The Funds may impose limitations from time to time on telephone or Internet redemptions.

 

Automatic Cash Withdrawal Plan. You may automatically redeem shares on a monthly, quarterly, or annual basis if you have at least $10,000 in your account and if your account is directly registered with SS&C GIDS. Please call 800-GABELLI (800-422-3554) for more information about this plan.

 

Involuntary Redemption. Each Fund may redeem all shares in your account (other than an IRA or Coverdell education savings account) if the value of your investment in that Fund falls below $1,000 as a result of redemptions (but not as a result of a decline in NAV). You will be notified in writing before Fund initiates such action and you will be allowed thirty days to increase the value of your account to at least $1,000.

 

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Reinstatement Privilege. A shareholder in any Fund who has redeemed Class A shares may reinvest, without a sales charge, up to the full amount of such redemption at the NAV determined at the time of the reinvestment within ninety days of the original redemption. A redemption is a taxable transaction and gain or loss may be recognized for federal income tax purposes even if the reinstatement privilege is exercised. However, any loss realized upon the redemption will not be recognized as to the number of shares acquired by reinstatement, except through an adjustment in the tax basis of the shares so acquired if those shares are acquired within thirty days of the redemption. See “Tax Information” for an explanation of circumstances in which sales loads paid to acquire shares of the Funds may be taken into account in determining gain or loss on the disposition of those shares.

 

Redemption Proceeds. Each Fund expects to meet redemption requests typically by selling portfolio assets, with holdings of cash and cash equivalents, or by drawing on its line of credit. In certain circumstances, a Fund may meet a redemption request in-kind, as described under “Redemption In Kind.” These methods of meeting redemption requests are expected to be used in both normal and stressed market conditions. A redemption request received by a Fund will be effected based on the NAV per share next determined after the time as of which the Fund or, if applicable, its authorized designee, receives the request. If you request redemption proceeds by wire, a Fund will normally wire the funds according to the wire instructions you provide, within three business days after receipt of your redemption request. If you request redemption proceeds by check, a Fund will normally mail the check to you within seven days after receipt of your redemption request. If you purchased your Fund shares by check or through the Automatic Investment Plan you may not receive proceeds from your redemption until the check clears or ten days following the purchase, whichever is earlier. While a Fund will delay the processing of the redemption payment until the check clears, your shares will be valued at the next determined NAV after receipt of your redemption request. Typically, a Fund receives redemption requests through the National Securities Clearing Corporation (“NSCC”) system, which is utilized by financial intermediaries to submit requests on behalf of their clients or customers who hold shares of the Fund in “street name.” In such circumstances, a Fund expects redemption proceeds to be delivered via the NSCC system within three business days after receipt of a redemption request. The NSCC system is not used for shareholders whose accounts are held at a Fund’s transfer agent (as opposed to shareholders whose accounts are hold in “street name” at a broker or other financial intermediary).

 

Redemption In Kind. A Fund may pay your redemption proceeds wholly or partially in portfolio securities. Specifically, a Fund may pay your redemption proceeds in portfolio securities if you redeem more than $250,000 over the preceding three months, and the Advisers believe that economic conditions exist which would make payments in cash detrimental to the best interests of a Fund. In such an instance, a Fund would communicate to you its intention to meet your redemption request in portfolio securities. Securities received in kind will remain subject to the risk of market fluctuations until sold; however, a Fund would distribute to you from its portfolio of investments only securities that the Advisers determine are readily marketable. The specific security or securities to be distributed will be selected at the discretion of the Board or its designee(s), subject to any applicable laws or regulations, and could be individual securities, a representative basket of securities or a pro-rata slice of a Fund’s portfolio. Any additional remainder in value owed to you between such securities and Fund shares that you submitted for redemption would be paid to you in cash. Payments would be made in portfolio securities only in instances where the Fund’s Board (or its delegate) believes that it would be in the Fund’s best interest not to pay the redemption proceeds

 

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in cash. A redemption in kind would be a taxable event to you on which you would realize a capital gain or capital loss on your shares redeemed (subject to possible limitations of deductibility in the case of a capital loss). Additionally, you may incur brokerage costs in converting any of the securities received to cash. The foregoing considerations apply in both normal and stressed market considerations. Please see “Redemption of Shares” in the SAI for additional information.

 

EXCHANGE OF SHARES

 

You can exchange shares of each Fund you hold for shares of the same class of other funds managed by either of the Advisers or their affiliates based on their relative NAVs at the time of exchange. To obtain a list of the funds whose shares you may acquire through an exchange, call 800-GABELLI (800-422-3554) or contact your broker. Class C shares will continue to age from the date of the original purchase of such shares and will assume the CDSC rate such shares had at the time of exchange. You may also exchange your shares for shares of the same class of a money market fund managed by either of the Advisers or their affiliates without imposition of any CDSC at the time of exchange. Upon subsequent redemption from such money market fund or the Fund (after re-exchange into the Fund), such shares will be subject to the CDSC calculated by excluding the time such shares were held in the Gabelli money market fund. A Fund may impose limitations on, or terminate, the exchange privilege with respect to any investor at any time. You will be given notice at least sixty days prior to any material change in the exchange privilege. An exchange of shares is a taxable event to you on which you would realize capital gain or capital loss (subject to possible limitations of deductibility).

 

In effecting an exchange:

 

you must meet the minimum investment requirements for the fund whose shares you wish to purchase through exchange;

 

if you are exchanging into a fund with a higher sales charge, you must pay the difference at the time of the exchange;

 

if you are exchanging from a fund with a redemption fee applicable to the redemption involved in your exchange, you must pay the redemption fee at the time of exchange;

 

you may realize a taxable gain or loss (subject to certain loss limitation rules) because the exchange is treated as a sale for federal income tax purposes;

 

you should read the prospectus of the fund whose shares you are purchasing through exchange. Call 800-GABELLI (800-422-3554) or visit our website at www.gabelli.com to obtain the prospectus; and

 

you should be aware that a financial intermediary may charge a fee for handling an exchange for you.

 

You may exchange shares through the Distributor (if you hold your shares directly through the Distributor), through the Transfer Agent, a registered broker-dealer, or other financial intermediary by telephone, by mail, or over the Internet.

 

Exchange by Telephone. You may give exchange instructions by telephone by calling 800-GABELLI (800-422-3554).

 

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Exchange by Mail. You may send a written request for exchanges to: The Gabelli Funds, P.O. Box 219204, Kansas City, MO 64121-9204. Your letter should state your name, your account number, the dollar amount or number of shares you wish to exchange, the name and class of the fund(s) whose shares you wish to exchange, and the name of the fund(s) whose shares you wish to acquire.

 

Exchange through the Internet. You may also give exchange instructions via the Internet at www.gabelli.com. The Funds may impose limitations from time to time on Internet exchanges.

 

Your financial intermediary may charge you a processing fee for assisting you in purchasing or redeeming shares of the Funds. This charge is set by your financial intermediary and does not benefit the Funds, the Distributor, or the Advisers in any way. It would be in addition to the sales charges and other costs, if any, described in this prospectus and must be disclosed to you by your broker-dealer or other financial intermediary.

 

PRICING OF FUND SHARES

 

The NAV of each Fund’s shares is calculated on each Business Day. The NYSE is open Monday through Friday, but currently is scheduled to be closed on New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day and on the preceding Friday or subsequent Monday when a holiday falls on a Saturday or Sunday, respectively.

 

Each Fund’s NAV is determined as of the close of regular trading on the NYSE, normally 4:00 p.m., Eastern Time. The NAV of each class of each Fund is computed by dividing the value of the applicable Fund’s net assets i.e., the value of its securities and other assets less its liabilities, including expenses payable or accrued but excluding capital stock and surplus attributable to the applicable class of shares by the total number of shares of such class outstanding at the time the determination is made. The price of Fund shares for the purpose of purchase and redemption orders will be based upon the calculation of NAV of each class next made after the time as of which the purchase or redemption order is received in proper form. Because certain Funds may invest in foreign securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of each class of shares may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

 

Equity securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market where trades are reported contemporaneously and for which market quotations are readily available are valued at the last quoted sale or a market’s official closing price at the close of the exchange’s or other market’s regular trading hours, as of or prior to the time and day as of which such value is being determined. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market as determined by the Advisers. If there has been no sale on the day the valuation is made, the securities are valued at the mean of the closing bid and ask prices on the principal market for such security on such day. If no ask prices are quoted on such day, then the security is valued at the closing bid price on the principal market for such security on such day. If no bid or ask prices are quoted on such day, a Fund’s accounting agent will notify the Advisers and the security will be valued based on written or standing instructions from the Advisers.

 

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Equity Securities that are primarily traded on foreign markets, except for those that trade primarily in Latin America or South America, are generally valued at the preceding closing values of such securities on their respective exchanges. Equity securities which are primarily traded in Latin American or South American markets are valued each day approximately at the time of the close of regular trading on the NYSE as though such time were the close of trading on such Latin American or South American market and such Latin American or South American market were a U.S. market. When the NYSE is open, but the foreign market on which an equity security primarily trades is closed, such as for a foreign national holiday, the security will generally be valued at the last available closing value (subject to the Fair Value Procedures adopted pursuant to Rule 2a-5 under the 1940 Act) using the prevailing exchange rate as described below. If some event occurs affecting or likely to affect the price of an equity security or group of equity securities to a significant extent including but not limited to material market movement, changes in market conditions after a foreign market closes, but prior to 4:00 p.m. Eastern Time, or a company development, such as a material business development, dividend declaration, stock split or rights offering, and if adequate and timely information relating to the event is not available or is not taken into account by the pricing service, the Advisers should review the pricing furnished by the pricing service to determine whether it is appropriate in the circumstances. In such case, the Advisers will obtain market quotations from another source or will make a fair value determination of such securities using other appropriate value measurements. If the primary market for such an equity security suspends or limits trading or price movements, whether for the market as a whole or the particular security, and trading also occurs on a secondary market which has not suspended or limited trading or price movement, valuation will be based on information from the secondary market provided by the Advisers. If all markets on which such an equity security have suspended trading, the Advisers will fair value such security as provided above. Information that becomes known after the close of the NYSE, normally 4:00 p.m. Eastern time, on any business day may be assessed in determining net asset value per share after the time of receipt of the information, but will not be used to retroactively adjust the price of the security determined earlier or on a prior day.

 

Initial public offering securities are initially valued at cost. Upon commencement of trading, these securities are valued like any other equity security.

 

Debt obligations (including convertible debt) for which market quotations are readily available are valued at the average of the latest bid and ask prices. If there were no ask prices quoted on such day, the security is valued using the closing bid price. Such debt obligations are valued through prices provided by a pricing service overseen by the Adviser.

 

Assets and liabilities denominated in foreign currencies will be translated into U.S. dollars at the prevailing exchange rates as provided by an appropriate pricing service. Forward currency exchange contracts will be valued using interpolated forward exchange rates. Prevailing foreign exchange rates and forward currency foreign exchange rates may generally be obtained on a consistent basis at approximately 11:00 a.m. Eastern time, which approximates the close of the London Exchange. As available and as provided by an appropriate pricing service, translation of foreign security and currency market values will also occur with the use of foreign exchange rates obtained at the close of the NYSE, normally 4:00 p.m. Eastern time.

 

Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded.

 

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OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Advisers.

 

Occasionally, reliable market quotations are not readily available (such as for certain restricted or unlisted securities and private placements) or securities and other assets may not be reliability priced (such as in the case of trade suspensions or halts, price movement limits set by certain foreign markets, and thinly traded or illiquid securities), or there may be events affecting the value of foreign securities or other securities held by the Funds that occur when regular trading or foreign or other exchanges are closed, but before trading on the NYSE is closed. Securities and other assets for which market quotations are not readily available are fair valued as determined by the Adviser, as the “valuation designee,” as such term is defined in Rule 2a-5(e)(4) of the 1940 Act, pursuant to Fair Value Procedures adopted pursuant to Rule 2a-5 under the 1940 Act. The Board oversees the Adviser in its role as the valuation designee in accordance with the requirements of Rule 2a-5 under the 1940 Act. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons to the valuation and changes in valuation of similar securities, including a comparison of foreign securities to the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security.

 

Attempts to determine the fair value of securities introduce an element of subjectivity to the pricing of securities. As a result, the price of a security determined through fair valuation techniques may differ from the price quoted or published by other sources and may not accurately reflect the market value of the security when trading resumes.

 

DIVIDENDS AND DISTRIBUTIONS

 

Dividends out of net investment income will be paid annually by the Mighty Mites Fund, the SmallCap Equity Fund, and the Equity Fund and quarterly by the Convertible Securities Fund and the Balanced Fund. Each Fund intends to distribute, at least annually, substantially all net realized capital gains. Dividends and distributions may differ for different classes of shares. Dividends and distributions will be automatically reinvested for your account at NAV in additional shares of the Funds, unless you instruct the Funds to pay all dividends and distributions in cash. If you elect to receive cash distributions, you must instruct the Funds either to credit the amounts to your brokerage account or to pay the amounts to you by check. Shares purchased through dividend reinvestment will receive a price based on the NAV on the reinvestment date, which is typically the date dividends are paid to shareholders. There are no sales or other charges by a Fund in connection with the reinvestment of distributions. There is no fixed dividend rate, and there can be no assurance that the Funds will pay any dividends or realize any capital gains or other income. Dividends and distributions may differ for different Funds and for different classes of shares. Dividends and capital gain distributions will be taxable to you whether paid in cash or reinvested in additional shares.

 

TAX INFORMATION

 

The Funds expect that distributions will consist primarily of investment company taxable income and net capital gains. Capital gains may be taxed at different rates for individuals depending on the length of time the Funds hold the securities giving rise to such capital gains, not the length of time you have held your shares. Dividends out of investment company taxable income and distributions of net short term capital gains

 

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(i.e., gains from securities held by the Funds for one year or less) are taxable to you as ordinary income, except that certain qualified dividends are eligible for a reduced rate for individuals under current law to the extent of qualified dividend income received by a Fund from its portfolio investments. Distributions from REITs generally are not qualified dividends. The Funds’ distributions, whether you receive them in cash or reinvest them in additional shares of the Funds, generally will be subject to federal, state, and local taxes.

 

You will recognize a taxable gain or loss upon the sale, exchange, or redemption of shares in a Fund equal to the difference between the amount realized and your adjusted tax basis on the shares sold, exchanged, or redeemed. However, if you receive a capital gain dividend and sell shares after holding them for six months or less, then any loss realized on the sale will be treated as a long term capital loss to the extent of such capital gain dividend. A redemption of Fund shares or an exchange of Fund shares for shares of another fund will be treated for tax purposes as a sale or exchange of Fund shares, and any gain you realize on such a transaction generally will be taxable. Each Fund is required under the federal backup withholding rules, subject to certain exemptions, to withhold currently at a rate of 24% from dividends paid or credited to shareholders and from the proceeds from the redemption of Fund shares if a correct taxpayer identification number, certified when required, is not on file with the Fund, or if the Fund or the shareholder has been notified by the Internal Revenue Service that the shareholder is subject to backup withholding. Corporate shareholders are not subject to backup withholding. In addition, foreign shareholders may be subject to a U.S. federal withholding tax on dividends and distributions, which may be reduced or eliminated by treaty.

 

This summary of tax consequences is intended for general information only and is subject to change by legislative, judicial or administrative action, and any such change may be retroactive. A more complete discussion of the tax rules applicable, to you and the Funds, can be found in the SAI that is incorporated by references into this prospectus. You should consult a tax adviser concerning the tax consequences to you of your investment in the Funds.

 

MAILINGS AND E-DELIVERY TO SHAREHOLDERS

 

In our continuing efforts to reduce duplicative mail and Fund expenses, we currently send a single copy of prospectuses and shareholder reports to your household even if more than one family member in your household owns the same fund or funds described in the prospectus or report. Additional copies of our prospectuses and reports may be obtained by calling 800-GABELLI (800-422-3554). If you do not want us to continue to consolidate your fund mailings and would prefer to receive separate mailings at any time in the future, please call us at the telephone number above and we will resume separate mailings, in accordance with your instructions within thirty days of your request. Each Fund offers electronic delivery of Fund documents. Direct shareholders of each Fund can elect to receive a Fund’s annual, semiannual, and quarterly reports, as well as manager commentaries and prospectuses via e-delivery. For more information or to sign up for e-delivery, please visit the Funds’ website at www.gabelli.com. Shareholders who purchased the Fund through a financial intermediary should contact their financial intermediary to sign up for e-delivery of Fund documents, if available.

 

As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (https://gabelli.com/), and you will be notified by mail each time a report is posted and provided with a

 

77

 

 

website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Funds, you may call 800-422-3554 or send an email request to [email protected]. Your election to receive reports on paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held within the fund complex if you invest directly with the Funds.

 

FINANCIAL HIGHLIGHTS

 

The financial highlights table for each Fund is intended to help you understand the financial performance of each Fund for the past five fiscal years. The total returns in the tables represent the percentage amount that an investor would have earned or lost on an investment in each Fund’s Class AAA, Class A, Class C, or Class I shares (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with the Funds’ financial statements and related notes, is included in the Funds’ annual report, which is available upon request.

 

78

 

 

TETON Westwood Funds

Financial Highlights

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

            Income (Loss)
from Investment Operations
    Distributions to Shareholders                             Ratios to Average Net Assets/
Supplemental Data
 
Year Ended September 30   Net Asset Value, Beginning of Year     Net Investment Income (Loss)(a)(b)     Net Realized and Unrealized Gain (Loss) on Investments     Total from Investment Operations     Net Investment Income     Net Realized Gain on Investments     Total Distributions     Redemption Fees(a)(c)     Net Asset Value, End of Year     Total
Return†
    Net Assets, End of Year (in 000’s)     Net Investment Income (Loss)     Operating Expenses Net of Waivers/Credits/ Reimbursements/ Reductions(d)     Operating Expenses Before Waivers/ Credits/ Reimbursements/ Reductions(e)     Portfolio Turnover Rate  
Mighty Mites Fund                                        
Class AAA                                        
2023   $ 20.74     $ 0.05     $ 2.86     $ 2.91     $ (0.13 )   $ (2.66 )   $ (2.79 )   $ 0.00     $ 20.86       14.10 %   $ 82,962       0.23 %     1.48 %     1.51 %     2 %
2022     30.25       0.13       (5.39 )     (5.26 )     (0.07 )     (4.18 )     (4.25 )     0.00       20.74       (20.64 )     84,906       0.50       1.41       1.43       3  
2021     22.42       0.13       10.11       10.24             (2.41 )     (2.41 )     0.00       30.25       48.78       129,754       0.47       1.40       1.42       6  
2020     25.58       (0.07 )     (2.01 )     (2.08 )           (1.08 )     (1.08 )     0.00       22.42       (8.68 )     103,109       (0.31 )     1.43       1.44       2  
2019     28.86       (0.03 )     (2.28 )     (2.31 )           (0.97 )     (0.97 )     0.00       25.58       (8.00 )     156,267       (0.11 )     1.41       1.41       8  
Class A                                        
2023   $ 19.49     $ 0.05     $ 2.69     $ 2.74     $ (0.14 )   $ (2.50 )   $ (2.64 )   $ 0.00     $ 19.59       14.10 %   $ 71,537       0.24 %     1.48 %     1.51 %     2 %
2022     28.68       0.12       (5.06 )     (4.94 )     (0.07 )     (4.18 )     (4.25 )     0.00       19.49       (20.63 )     71,820       0.48       1.41       1.43       3  
2021     21.37       0.12       9.60       9.72             (2.41 )     (2.41 )     0.00       28.68       48.74       98,771       0.44       1.41       1.43       6  
2020     24.49       (0.12 )     (1.92 )     (2.04 )           (1.08 )     (1.08 )     0.00       21.37       (8.91 )     68,250       (0.55 )     1.68       1.69       2  
2019     27.75       (0.09 )     (2.20 )     (2.29 )           (0.97 )     (0.97 )     0.00       24.49       (8.26 )     75,977       (0.35 )     1.66       1.66       8  
Class C                                        
2023   $ 15.67     $ (0.09 )   $ 2.17     $ 2.08     $     $ (2.01 )   $ (2.01 )   $ 0.00     $ 15.74       13.23 %   $ 18,012       (0.52 )%     2.23 %     2.26 %     2 %
2022     23.95       (0.05 )     (4.05 )     (4.10 )           (4.18 )     (4.18 )     0.00       15.67       (21.22 )     25,567       (0.25 )     2.16       2.18       3  
2021     18.31       (0.06 )     8.11       8.05             (2.41 )     (2.41 )     0.00       23.95       47.66       48,054       (0.27 )     2.15       2.17       6  
2020     21.24       (0.20 )     (1.65 )     (1.85 )           (1.08 )     (1.08 )     0.00       18.31       (9.40 )     47,509       (1.06 )     2.18       2.19       2  
2019     24.32       (0.18 )     (1.93 )     (2.11 )           (0.97 )     (0.97 )     0.00       21.24       (8.70 )     108,356       (0.85 )     2.16       2.16       8  
Class I                                        
2023   $ 21.63     $ 0.11     $ 2.99     $ 3.10     $ (0.20 )   $ (2.78 )   $ (2.98 )   $ 0.00     $ 21.75       14.38 %   $ 209,432       0.48 %     1.23 %     1.26 %     2 %
2022     31.38       0.20       (5.62 )     (5.42 )     (0.15 )     (4.18 )     (4.33 )     0.00       21.63       (20.44 )     264,171       0.74       1.16       1.18       3  
2021     23.13       0.21       10.45       10.66             (2.41 )     (2.41 )     0.00       31.38       49.13       415,023       0.72       1.15       1.17       6  
2020     26.29       (0.01 )     (2.07 )     (2.08 )           (1.08 )     (1.08 )     0.00       23.13       (8.43 )     328,187       (0.05 )     1.18       1.19       2  
2019     29.57       0.04       (2.35 )     (2.31 )           (0.97 )     (0.97 )     0.00       26.29       (7.80 )     625,116       0.15       1.16       1.16       8  

 

 
Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) Due to capital share activity, net investment income/(loss) per share and the ratio to average net assets are not necessarily correlated among the different classes of shares.
(c) Amount represents less than $0.005 per share.
(d) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.
(e) Before advisory fee reduction on unsupervised assets totalling 0.04%, 0.03%, 0.02%, and 0.01% of net assets for the fiscal years ended September 30, 2023, 2022, 2021, and 2020. For the fiscal year ended September 30, 2019, there was no impact on the expense ratios.

 

79

 

 

TETON Westwood Funds

Financial Highlights (Continued)

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

            Income (Loss)
from Investment Operations
    Distributions to Shareholders                             Ratios to Average Net Assets/
Supplemental Data
 
Year Ended September 30   Net Asset Value, Beginning of Year     Net Investment Income (Loss)(a)     Net Realized and Unrealized Gain (Loss) on Investments     Total from Investment Operations     Net Investment Income     Net Realized Gain on Investments     Total Distributions     Redemption Fees(a)(b)     Net Asset Value, End of Year     Total Return†     Net Assets, End of Year (in 000’s)     Net Investment Income (Loss)     Operating Expenses Net of Waivers/Credits/ Reimbursements/ Reductions(c)     Operating Expenses Before Waivers/ Credits/ Reimbursements/ Reductions     Portfolio Turnover Rate  
SmallCap Equity Fund                                        
Class AAA                                        
2023   $ 20.74     $ 0.14     $ 2.39     $ 2.53     $ (0.08 )   $ (0.28 )   $ (0.36 )   $ 0.00     $ 22.91       12.17 %   $ 7,599       0.63 %     1.25 %     1.60 %     17 %
2022     25.74       0.06       (3.61 )     (3.55 )     (0.01 )     (1.44 )     (1.45 )           20.74       (14.79 )     7,300       0.23       1.25       1.64       15  
2021     15.40       0.04       10.30       10.34       (0.00 )(b)           (0.00 )(b)            25.74       67.16       9,838       0.15       1.25       1.64       21  
2020     17.97       0.04       (1.72 )     (1.68 )     (0.07 )     (0.82 )     (0.89 )     0.00       15.40       (10.08 )     6,146       0.26       1.25       1.70       18  
2019     21.49       0.06       (1.28 )     (1.22 )           (2.30 )     (2.30 )     0.00       17.97       (5.56 )     7,758       0.33       1.25       1.64       35  
Class A                                        
2023   $ 19.45     $ 0.14     $ 2.23     $ 2.37     $ (0.09 )   $ (0.26 )   $ (0.35 )   $ 0.00     $ 21.47       12.17 %   $ 7,125       0.63 %     1.25 %     1.60 %     17 %
2022     24.23       0.06       (3.38 )     (3.32 )     (0.02 )     (1.44 )     (1.46 )           19.45       (14.78 )     5,820       0.25       1.25       1.65       15  
2021     14.50       0.03       9.70       9.73                               24.23       67.10       5,539       0.14       1.27       1.65       21  
2020     16.98       0.00 (b)     (1.63 )     (1.63 )     (0.03 )     (0.82 )     (0.85 )     0.00       14.50       (10.34 )     3,172       0.02       1.50       1.95       18  
2019     20.48       0.01       (1.21 )     (1.20 )           (2.30 )     (2.30 )     0.00       16.98       (5.75 )     4,440       0.08       1.50       1.89       35  
Class C                                        
2023   $ 15.73     $ (0.02 )   $ 1.80     $ 1.78     $     $ (0.21 )   $ (0.21 )   $ 0.00     $ 17.30       11.29 %   $ 2,349       (0.12 )%     2.00 %     2.35 %     17 %
2022     19.98       (0.10 )     (2.71 )     (2.81 )           (1.44 )     (1.44 )           15.73       (15.38 )     1,931       (0.53 )     2.00       2.39       15  
2021     12.04       (0.11 )     8.05       7.94                               19.98       65.95       2,336       (0.60 )     2.00       2.39       21  
2020     14.28       (0.06 )     (1.36 )     (1.42 )           (0.82 )     (0.82 )     0.00       12.04       (10.82 )     1,597       (0.46 )     2.00       2.45       18  
2019     17.69       (0.06 )     (1.05 )     (1.11 )           (2.30 )     (2.30 )     0.00       14.28       (6.21 )     3,164       (0.41 )     2.00       2.39       35  
Class I                                        
2023   $ 21.74     $ 0.21     $ 2.49     $ 2.70     $ (0.14 )   $ (0.29 )   $ (0.43 )   $ 0.00     $ 24.01       12.41 %   $ 51,005       0.88 %     1.00 %     1.35 %     17 %
2022     26.90       0.13       (3.77 )     (3.64 )     (0.08 )     (1.44 )     (1.52 )           21.74       (14.54 )     34,321       0.49       1.00       1.39       15  
2021     16.09       0.10       10.75       10.85       (0.04 )           (0.04 )           26.90       67.55       33,644       0.40       1.00       1.39       21  
2020     18.74       0.09       (1.80 )     (1.71 )     (0.12 )     (0.82 )     (0.94 )     0.00       16.09       (9.87 )     17,435       0.52       1.00       1.45       18  
2019     22.27       0.11       (1.32 )     (1.21 )     (0.02 )     (2.30 )     (2.32 )     0.00       18.74       (5.27 )     23,307       0.60       1.00       1.39       35  

 

 
Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) Amount represents less than $0.005 per share.
(c) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.

 

80

 

 

TETON Westwood Funds

Financial Highlights (Continued)

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

            Income (Loss)
from Investment Operations
    Distributions to Shareholders                             Ratios to Average Net Assets/
Supplemental Data
 
Year Ended September 30   Net Asset Value, Beginning of Year     Net Investment Income (Loss)(a)     Net Realized and Unrealized Gain (Loss) on Investments     Total from Investment Operations     Net Investment Income     Net Realized Gain on Investments     Total Distributions     Redemption Fees(a)(b)     Net Asset Value, End of Year     Total Return†     Net Assets, End of Year (in 000’s)     Net Investment Income (Loss)     Operating Expenses Net of Waivers/Credits/ Reimbursements/ Reductions(c)     Operating Expenses Before Waivers/ Credits/ Reimbursements/ Reductions     Portfolio Turnover Rate  
Convertible Securities Fund                                        
Class AAA                                        
2023   $ 12.54     $ 0.24     $ 0.02     $ 0.26     $ (0.32 )   $ (1.17 )   $ (1.49 )   $     $ 11.31       1.84 %   $ 3,352       1.98 %     1.16 %     1.82 %     36 %
2022     18.26       0.02       (3.96 )     (3.94 )     (0.17 )     (1.61 )     (1.78 )           12.54       (23.78 )     4,065       0.16       1.15       1.62       39  
2021     15.59       0.05       3.11       3.16       (0.16 )     (0.33 )     (0.49 )     0.00       18.26       20.48       6,701       0.27       1.15       1.56       34  
2020     13.86       0.16       1.98       2.14       (0.25 )     (0.16 )     (0.41 )     0.00       15.59       15.80       7,392       1.12       1.15       1.62       62  
2019     13.98       0.13       0.51       0.64       (0.23 )     (0.53 )     (0.76 )           13.86       5.08       5,168       1.00       1.15       1.66       28  
Class A                                        
2023   $ 13.04     $ 0.25     $ 0.02     $ 0.27     $ (0.32 )   $ (1.22 )   $ (1.54 )   $     $ 11.77       1.80 %   $ 2,243       1.95 %     1.16 %     1.82 %     36 %
2022     18.91       0.02       (4.12 )     (4.10 )     (0.16 )     (1.61 )     (1.77 )           13.04       (23.77 )     3,419       0.16       1.15       1.62       39  
2021     16.13       0.04       3.22       3.26       (0.15 )     (0.33 )     (0.48 )     0.00       18.91       20.45       5,417       0.24       1.17       1.58       34  
2020     14.33       0.13       2.04       2.17       (0.21 )     (0.16 )     (0.37 )     0.00       16.13       15.47       6,143       0.86       1.40       1.87       62  
2019     14.43       0.10       0.53       0.63       (0.20 )     (0.53 )     (0.73 )           14.33       4.81       4,821       0.76       1.40       1.91       28  
Class C                                        
2023   $ 14.04     $ 0.16     $ 0.03     $ 0.19     $ (0.22 )   $ (1.31 )   $ (1.53 )   $     $ 12.70       1.06 %   $ 1,534       1.16 %     1.91 %     2.57 %     36 %
2022     20.24       (0.10 )     (4.43 )     (4.53 )     (0.06 )     (1.61 )     (1.67 )           14.04       (24.32 )     3,297       (0.60 )     1.90       2.37       39  
2021     17.26       (0.10 )     3.44       3.34       (0.03 )     (0.33 )     (0.36 )     0.00       20.24       19.54       5,575       (0.49 )     1.90       2.31       34  
2020     15.30       0.06       2.19       2.25       (0.13 )     (0.16 )     (0.29 )     0.00       17.26       14.93       6,130       0.37       1.90       2.37       62  
2019     15.36       0.04       0.56       0.60       (0.13 )     (0.53 )     (0.66 )           15.30       4.30       4,246       0.26       1.90       2.41       28  
Class I                                        
2023   $ 12.59     $ 0.26     $ 0.02     $ 0.28     $ (0.35 )   $ (1.17 )   $ (1.52 )   $     $ 11.35       2.05 %   $ 13,101       2.14 %     0.91 %     1.57 %     36 %
2022     18.32       0.06       (3.98 )     (3.92 )     (0.20 )     (1.61 )     (1.81 )           12.59       (23.56 )     28,839       0.39       0.90       1.37       39  
2021     15.64       0.09       3.12       3.21       (0.20 )     (0.33 )     (0.53 )     0.00       18.32       20.79       55,924       0.51       0.90       1.31       34  
2020     13.91       0.20       1.97       2.17       (0.28 )     (0.16 )     (0.44 )     0.00       15.64       16.03       52,842       1.36       0.90       1.37       62  
2019     14.03       0.18       0.49       0.67       (0.26 )     (0.53 )     (0.79 )           13.91       5.33       36,402       1.32       0.90       1.41       28  

 

 
Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) Amount represents less than $0.005 per share.
(c) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For the fiscal year ended September 30, 2023 if credits had not been received, the ratios of operating expenses to average net assets would have been 1.17% (Class AAA and Class A), 1.92% (Class C), and 0.92% (Class I), respectively. For the fiscal years ended September 30, 2022, 2021, 2020, and 2019 there was no impact on the expense ratios.

 

81

 

 

TETON Westwood Funds

Financial Highlights (Continued)

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

            Income (Loss)
from Investment Operations
    Distributions to Shareholders                     Ratios to Average Net Assets/
Supplemental Data
 
Year Ended September 30   Net Asset Value, Beginning of Year     Net Investment Income (Loss)(a)     Net Realized and Unrealized Gain (Loss) on Investments     Total from Investment Operations     Net Investment Income     Net Realized Gain on Investments     Total Distributions     Net Asset Value, End of Year     Total Return†     Net Assets, End of Year (in 000’s)     Net Investment Income (Loss)     Operating Expenses(b)     Portfolio Turnover Rate  
Equity Fund                        
Class AAA                        
2023   $ 10.28     $ 0.05     $ 1.03     $ 1.08     $ (0.04 )   $ (0.77 )   $ (0.81 )   $ 10.55       10.23 %   $ 40,346       0.51 %     1.64 %     44 %
2022     13.37       0.04       (0.93 )     (0.89 )     (0.00 )(c)     (2.20 )     (2.20 )     10.28       (8.75 )     41,068       0.30       1.64       50  
2021     11.02       0.00 (c)     2.89       2.89       (0.06 )     (0.48 )     (0.54 )     13.37       26.99       49,468       0.00 (d)     1.64       66  
2020     12.66       0.08       (0.53 )     (0.45 )     (0.11 )     (1.08 )     (1.19 )     11.02       (4.32 )     44,109       0.70       1.63       46  
2019     13.94       0.10       0.54       0.64       (0.09 )     (1.83 )     (1.92 )     12.66       5.84       50,849       0.80       1.64       28  
Class A                        
2023   $ 10.27     $ 0.06     $ 1.02     $ 1.08     $ (0.04 )   $ (0.77 )   $ (0.81 )   $ 10.54       10.22 %   $ 688       0.51 %     1.64 %     44 %
2022     13.36       0.04       (0.93 )     (0.89 )     (0.00 )(c)     (2.20 )     (2.20 )     10.27       (8.76 )     788       0.29       1.64       50  
2021     10.99       0.00 (c)     2.88       2.88       (0.03 )     (0.48 )     (0.51 )     13.36       26.94       933       (0.03 )     1.67       66  
2020     12.63       0.05       (0.53 )     (0.48 )     (0.08 )     (1.08 )     (1.16 )     10.99       (4.57 )     1,010       0.45       1.88       46  
2019     13.90       0.07       0.54       0.61       (0.05 )     (1.83 )     (1.88 )     12.63       5.59       1,366       0.56       1.89       28  
Class C                        
2023   $ 9.21     $ (0.03 )   $ 0.92     $ 0.89     $     $ (0.69 )   $ (0.69 )   $ 9.41       9.37 %   $ 11       (0.28 )%     2.39 %     44 %
2022     12.27       (0.05 )     (0.81 )     (0.86 )           (2.20 )     (2.20 )     9.21       (9.40 )     25       (0.48 )     2.39       50  
2021     10.18       (0.11 )     2.68       2.57             (0.48 )     (0.48 )     12.27       25.93       37       (1.00 )     2.39       66  
2020     11.76       (0.00 )(c)     (0.50 )     (0.50 )           (1.08 )     (1.08 )     10.18       (5.04 )     38       (0.01 )     2.38       46  
2019     13.09       0.00 (c)     0.50       0.50             (1.83 )     (1.83 )     11.76       4.99       104       0.04       2.39       28  
Class I                        
2023   $ 10.23     $ 0.08     $ 1.03     $ 1.11     $ (0.07 )   $ (0.77 )   $ (0.84 )   $ 10.50       10.54 %   $ 1,192       0.74 %     1.39 %     44 %
2022     13.32       0.07       (0.92 )     (0.85 )     (0.04 )     (2.20 )     (2.24 )     10.23       (8.52 )     1,907       0.56       1.39       50  
2021     10.98       0.03       2.88       2.91       (0.09 )     (0.48 )     (0.57 )     13.32       27.31       3,004       0.25       1.39       66  
2020     12.62       0.11       (0.53 )     (0.42 )     (0.14 )     (1.08 )     (1.22 )     10.98       (4.09 )     2,595       0.96       1.38       46  
2019     13.91       0.13       0.53       0.66       (0.12 )     (1.83 )     (1.95 )     12.62       6.08       3,954       1.06       1.39       28  

 

 
Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.
(c) Amount represents less than $0.005 per share.
(d) Amount represents less than (0.005)%.

 

82

 

 

TETON Westwood Funds

Financial Highlights (Continued)

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

            Income (Loss)
from Investment Operations
    Distributions to Shareholders                     Ratios to Average Net Assets/
Supplemental Data
 
Year Ended September 30   Net Asset Value, Beginning of Year     Net Investment Income (Loss)(a)     Net Realized and Unrealized Gain (Loss) on Investments     Total from Investment Operations     Net Investment Income     Net Realized Gain on Investments     Total Distributions     Net Asset Value, End of Year     Total Return†     Net Assets, End of Year (in 000’s)     Net Investment Income (Loss)     Operating Expenses(b)     Portfolio Turnover Rate  
Balanced Fund                                                                                                        
Class AAA                                                                                                        
2023   $ 9.20     $ 0.11     $ 0.77     $ 0.88     $ (0.12 )   $ (0.62 )   $ (0.74 )   $ 9.34       9.57 %   $ 27,932       1.18 %     1.46 %     39 %
2022     12.11       0.07       (1.44 )     (1.37 )     (0.07 )     (1.47 )     (1.54 )     9.20       (13.36 )     31,492       0.68       1.41       46  
2021     10.85       0.03       1.75       1.78       (0.02 )     (0.50 )     (0.52 )     12.11       16.93       40,187       0.22       1.41       65  
2020     11.71       0.10       (0.11 )     (0.01 )     (0.10 )     (0.75 )     (0.85 )     10.85       0.17       38,713       0.95       1.42       57  
2019     12.39       0.13       0.55       0.68       (0.13 )     (1.23 )     (1.36 )     11.71       6.44       44,638       1.15       1.37       44  
Class A                                                                                                        
2023   $ 9.28     $ 0.11     $ 0.77     $ 0.88     $ (0.12 )   $ (0.62 )   $ (0.74 )   $ 9.42       9.54 %   $ 4,813       1.18 %     1.46 %     39 %
2022     12.20       0.07       (1.45 )     (1.38 )     (0.07 )     (1.47 )     (1.54 )     9.28       (13.35 )     5,702       0.66       1.41       46  
2021     10.93       0.02       1.77       1.79       (0.02 )     (0.50 )     (0.52 )     12.20       16.87       8,454       0.20       1.43       65  
2020     11.79       0.08       (0.11 )     (0.03 )     (0.08 )     (0.75 )     (0.83 )     10.93       (0.43 )     7,981       0.70       1.67       57  
2019     12.47       0.10       0.55       0.65       (0.10 )     (1.23 )     (1.33 )     11.79       6.13       9,553       0.89       1.62       44  
Class C                                                                                                        
2023   $ 9.43     $ 0.04     $ 0.78     $ 0.82     $ (0.07 )   $ (0.63 )   $ (0.70 )   $ 9.55       8.67 %   $ 884       0.45 %     2.21 %     39 %
2022     12.39       (0.02 )     (1.46 )     (1.48 )     (0.01 )     (1.47 )     (1.48 )     9.43       (14.02 )     491       (0.15 )     2.16       46  
2021     11.15       (0.07 )     1.81       1.74             (0.50 )     (0.50 )     12.39       16.03       1,212       (0.57 )     2.16       65  
2020     12.01       0.02       (0.11 )     (0.09 )     (0.02 )     (0.75 )     (0.77 )     11.15       (0.95 )     1,215       0.20       2.17       57  
2019     12.67       0.05       0.56       0.61       (0.04 )     (1.23 )     (1.27 )     12.01       5.58       2,195       0.40       2.12       44  
Class I                                                                                                        
2023   $ 9.18     $ 0.14     $ 0.77     $ 0.91     $ (0.15 )   $ (0.62 )   $ (0.77 )   $ 9.32       9.86 %   $ 2,714       1.43 %     1.21 %     39 %
2022     12.09       0.10       (1.44 )     (1.34 )     (0.10 )     (1.47 )     (1.57 )     9.18       (13.15 )     3,205       0.93       1.16       46  
2021     10.83       0.05       1.76       1.81       (0.05 )     (0.50 )     (0.55 )     12.09       17.26       3,649       0.47       1.16       65  
2020     11.69       0.13       (0.11 )     0.02       (0.13 )     (0.75 )     (0.88 )     10.83       0.09       4,131       1.19       1.17       57  
2019     12.38       0.16       0.54       0.70       (0.16 )     (1.23 )     (1.39 )     11.69       6.63       3,734       1.40       1.12       44  

 

 
Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) The Fund received credits from a designated broker who agreed to pay certain Fund operating expenses. For all periods presented, there was no impact on the expense ratios.

 

83

 

 

APPENDIX A

 

Sales Charge Reductions and Waivers Available through Certain Intermediaries

 

Specific intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the Fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge reductions or waivers. Not all intermediaries will offer the same reductions and waivers to persons purchasing shares of the Fund. In order to receive these reductions or waivers, shareholders will have to purchase Fund shares through an intermediary offering such reductions or waivers or directly from the Fund if the Fund offers such reductions or waivers. Please see the section entitled “Classes of Shares” for more information on sales charge reductions and waivers available for different classes of shares that are available for purchase directly from the Fund. The specific sales charge waivers and/or discounts for the intermediaries below are implemented and solely administered by the particular intermediary. Please contact that intermediary to ensure that you understand the steps that you must take to qualify for available waivers and discounts.

 

The information in this Appendix A is part of, and incorporated into, the Trust’s prospectus.

 

Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)

 

Purchases or sales of front-end (i.e., Class A) or level-load (i.e., Class C) mutual fund shares through a Merrill platform or account will be eligible only for the following sales load waivers (front-end, contingent deferred, or back-end waivers) and discounts, which differ from those disclosed elsewhere in this Fund’s prospectus. Purchasers will have to buy mutual fund shares directly from the mutual fund company or through another intermediary to be eligible for waivers or discounts not listed below.

 

It is the client’s responsibility to notify Merrill at the time of purchase or sale of any relationship or other facts that qualify the transaction for a waiver or discount. A Merrill representative may ask for reasonable documentation of such facts and Merrill may condition the granting of a waiver or discount on the timely receipt of such documentation.

 

Additional information on waivers and discounts is available in the Merrill Sales Load Waiver and Discounts Supplement (the “Merrill SLWD Supplement”) and in the Mutual Fund Investing at Merrill pamphlet at ml.com/funds. Clients are encouraged to review these documents and speak with their financial advisor to determine whether a transaction is eligible for a waiver or discount.

 

Front-end Load Waivers Available at Merrill
Shares of mutual funds available for purchase by employer-sponsored retirement, deferred compensation, and employee benefit plans (including health savings accounts) and trusts used to fund those plans provided the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans
Shares purchased through a Merrill investment advisory program
Brokerage class shares exchanged from advisory class shares due to the holdings moving from a Merrill investment advisory program to a Merrill brokerage account
Shares purchased through the Merrill Edge Self-Directed platform
Shares purchased through the systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same mutual fund in the same account

 

84

 

 

Shares exchanged from level-load shares to front-end load shares of the same mutual fund in accordance with the description in the Merrill SLWD Supplement
Shares purchased by eligible employees of Merrill or its affiliates and their family members who purchase shares in accounts within the employee’s Merrill Household (as defined in the Merrill SLWD Supplement)
Shares purchased by eligible persons associated with the fund as defined in this prospectus (e.g., the fund’s officers or trustees)
Shares purchased from the proceeds of a mutual fund redemption in front-end load shares provided (1) the repurchase is in a mutual fund within the same fund family; (2) the repurchase occurs within 90 calendar days from the redemption trade date, and (3) the redemption and purchase occur in the same account (known as Rights of Reinstatement). Automated transactions (i.e., systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill’s account maintenance fees are not eligible for Rights of Reinstatement
Contingent Deferred Sales Charge (“CDSC”) Waivers on Front-end, Back-end, and Level Load Shares Available at Merrill
Shares sold due to the client’s death or disability (as defined by Internal Revenue Code Section 22e(3))
Shares sold pursuant to a systematic withdrawal program subject to Merrill’s maximum systematic withdrawal limits as described in the Merrill SLWD Supplement
Shares sold due to return of excess contributions from an IRA account
Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the investor reaching the qualified age based on applicable IRS regulation
Front-end or level-load shares held in commission-based, non-taxable retirement brokerage accounts (e.g., traditional, Roth, rollover, SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans) that are transferred to fee-based accounts or platforms and exchanged for a lower cost share class of the same mutual fund

Front-end Load Discounts Available at Merrill: Breakpoints, Rights of Accumulation & Letters of Intent

Breakpoint discounts, as described in this prospectus, where the sales load is at or below the maximum sales load that Merrill permits to be assessed to a front-end load purchase, as described in the Merrill SLWD Supplement
Rights of Accumulation (ROA), as described in the Merrill SLWD Supplement, which entitle clients to breakpoint discounts based on the aggregated holdings of mutual fund family assets held in accounts in their Merrill Household
Letters of Intent (LOI), which allow for breakpoint discounts on eligible new purchases based on anticipated future eligible purchases within a fund family at Merrill, in accounts within your Merrill Household, as further described in the Merrill SLWD Supplement

 

Morgan Stanley Wealth Management

 

Effective July 1, 2018, shareholders purchasing Fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this Fund’s Prospectus or SAI.

 

  Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

 

  Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules.

 

  Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund.

 

  Shares purchased through a Morgan Stanley self-directed brokerage account.

 

  Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program.

 

85

 

 

  Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge.

 

Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each entity’s affiliates (“Raymond James”)

 

Shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services, will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s prospectus or SAI.

 

Front-end sales load waivers on Class A shares available at Raymond James

 

  Shares purchased in an investment advisory program.

 

  Shares purchased within the same fund family through a systematic reinvestment of capital gains and dividend distributions.

 

  Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.

 

  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).

 

  A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.

 

CDSC Waivers on Classes A and C shares available at Raymond James

 

  Death or disability of the shareholder.

 

  Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.

 

  Return of excess contributions from an IRA Account.

 

  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund’s prospectus.

 

  Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.

 

  Shares acquired through a right of reinstatement.

 

Front-end load discounts available at Raymond James: breakpoints, rights of accumulation, and/or letters of intent

 

  Breakpoints as described in this prospectus.

 

  Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the

 

86

 

 

    purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets.

 

  Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.

 

Janney Montgomery Scott LLC (“Janney”)

 

Effective May 1, 2020, if you purchase fund shares through a Janney brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or SAI.

 

Front-end sales charge* waivers on Class A shares available at Janney

 

  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

 

  Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney.

 

  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement).

 

  Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

 

  Shares acquired through a right of reinstatement.

 

  Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures.

 

CDSC waivers on Class A and C shares available at Janney

 

  Shares sold upon the death or disability of the shareholder.

 

  Shares sold as part of a systematic withdrawal plan as described in the fund’s Prospectus.

 

  Shares purchased in connection with a return of excess contributions from an IRA account.

 

  Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching age 70½ as described in the fund’s Prospectus.

 

  Shares sold to pay Janney fees but only if the transaction is initiated by Janney.

 

  Shares acquired through a right of reinstatement.

 

  Shares exchanged into the same share class of a different fund.

 

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Front-end sales charge* discounts available at Janney: breakpoints, rights of accumulation, and/or letters of intent

 

  Breakpoints as described in the fund’s Prospectus.

 

  Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets.

 

  Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney Montgomery Scott may be included in the calculation of letters of intent only if the shareholder notifies his or her financial advisor about such assets.

 

Oppenheimer & Co. Inc. (“OPCO”)

 

Shareholders purchasing Fund shares through OPCO platform or account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI.

 

Front-end Sales Load Waivers on Class A Shares available at OPCO

 

  Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan

 

  Shares purchased by or through a 529 Plan

 

  Shares purchased through a OPCO affiliated investment advisory program

 

  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

 

  Shares purchased form the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same amount, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement).

 

  A shareholder in the Fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the Fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of OPCO

 

  Employees and registered representatives of OPCO or its affiliates and their family members

 

  Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus

 

 

 
* Also referred to as an “initial sales charge.”

 

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CDSC Waivers on A, B and C Shares available at OPCO

 

  Death or disability of the shareholder

 

  Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus

 

  Return of excess contributions from an IRA Account

 

  Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the prospectus

 

  Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO

 

  Shares acquired through a right of reinstatement

 

Front-end load Discounts Available at OPCO: Breakpoints, Rights of Accumulation & Letters of Intent

 

  Breakpoints as described in this prospectus.

 

  Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

 

Ameriprise Financial

 

Class A Shares Front-End Sales Charge Waivers Available at Ameriprise Financial:

 

The following information applies to Class A shares purchases if you have an account with or otherwise purchase Fund shares through Ameriprise Financial:

 

Shareholders purchasing Fund shares through an Ameriprise Financial brokerage account are eligible for the following front-end sales charge waivers, which may differ from those disclosed elsewhere in this Fund’s prospectus or SAI:

 

  Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.

 

  Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same Fund (but not any other fund within the same fund family).

 

  Shares exchanged from Class C shares of the same fund in the month of or following the 7-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares or conversion of Class C shares following a shorter holding period, that waiver will apply.

 

  Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.

 

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  Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant.

 

  Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement).

 

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The TETON Westwood Funds

 

TETON Westwood Mighty MitesSM Fund

TETON Westwood SmallCap Equity Fund

TETON Convertible Securities Fund

TETON Westwood Equity Fund

TETON Westwood Balanced Fund

Class AAA, A, C, and I Shares

 

 

 

For More Information:

 

For more information about the Funds, the following documents are available free upon request:

 

Annual/Semiannual Reports:

 

The Fund’s semiannual and audited annual reports to shareholders contain additional information on each of the Fund’s investments. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

 

Statement of Additional Information (SAI):

 

The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference, and is legally considered a part of this prospectus.

 

Appendix A:

 

Appendix A to this prospectus, “Sales Charge Reductions and Waivers Available through Certain Intermediaries” is a separate document that is incorporated by reference into this prospectus and contains information on sales charge reductions and waivers that differ from the sales charge reductions and waivers disclosed in this prospectus and the related SAI.

 

 

You can obtain free copies of these documents and prospectuses of other funds in the

Gabelli Fund Complex or request other information and discuss your questions about the Funds by mail,

toll free telephone or the internet as follows:

 

The TETON Westwood Funds

One Corporate Center

Rye, NY 10580-1422

Telephone: 800-GABELLI (800-422-3554)

www.gabelli.com

 

 

You can also review and/or copy the Funds’ prospectuses, annual/semiannual reports and SAI at the Public Reference Room of the SEC in Washington DC. You can get text-only copies:

 

  Free from the Fund’s website at www.gabelli.com.

 

  For a fee, by electronic request at [email protected], by writing to the Public Reference Section of the SEC, Washington, DC 20549-1520, or by calling 202-551-8090.

 

  Free from the EDGAR Database on the SEC’s website at www.sec.gov.

 

(Investment Company Act File: Number 811-04719)