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Original GBL Prospectus - Gabelli

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Future Investment Performance Could Reduce Revenues and Other Income<br />

Success in the investment management and mutual fund businesses is dependent on investment<br />

performance as well as distribution and client servicing. Good performance generally stimulates sales of the<br />

Company's investment products and tends to keep withdrawals and redemptions low, which generates higher<br />

management fees (which are based on the amount of assets under management). Conversely, relatively poor<br />

performance tends to result in decreased sales, increased withdrawals and redemptions in the case of the openend<br />

Mutual Funds, and in the loss of Separate Accounts, with corresponding decreases in revenues to the<br />

Company. Many analysts of the mutual fund industry believe that investment performance is the most<br />

important factor for the growth of no-load Mutual Funds, such as those oÅered by the Company. Failure of<br />

the Company's investment products to perform well could, therefore, have a material adverse eÅect on the<br />

Company.<br />

Loss of SigniÑcant Separate Accounts Could AÅect Revenues<br />

The Company had approximately 950 Separate Accounts as of September 30, 1998, of which the ten<br />

largest accounts generated approximately 7% of the Company's total revenues during the nine months ended<br />

September 30, 1998. Loss of these accounts for any reason would have an adverse eÅect on the Company's<br />

revenues. Notwithstanding good performance, the Company has from time to time lost large Separate<br />

Accounts as a result of corporate mergers and restructurings, and the Company could continue to lose<br />

accounts under these or other circumstances.<br />

Compliance Failures and Changes in Regulation Could Adversely AÅect the Company<br />

The Company's investment management activities are subject to client guidelines and its Mutual Fund<br />

business involves compliance with numerous investment, asset valuation, distribution and tax requirements. A<br />

failure to adhere to these guidelines or satisfy these requirements could result in losses which could be<br />

recovered by the client from the Company in certain circumstances. Although the Company has installed<br />

procedures and utilizes the services of experienced administrators, accountants and lawyers to assist it in<br />

adhering to these guidelines and satisfying these requirements, and maintains insurance to protect it in the<br />

case of client losses, there can be no assurance that such precautions or insurance will protect the Company<br />

from potential liabilities.<br />

The Company's businesses are subject to extensive regulation in the United States, including by the<br />

Securities and Exchange Commission (the ""Commission'') and the NASD. The Company is also subject to<br />

the laws of non-U.S. jurisdictions and non-U.S. regulatory agencies or bodies. The failure of the Company to<br />

comply with applicable laws or regulations could result in Ñnes, suspensions of personnel or other sanctions,<br />

including revocation of the registration of the Company or any of its subsidiaries as an investment adviser or<br />

broker-dealer. Changes in laws or regulations or in governmental policies could have a material adverse eÅect<br />

on the Company. See ""Business Ì Regulation.''<br />

The Company's Sources of Revenue are Subject to Termination on Short Notice<br />

Substantially all of the Company's revenues are derived from investment management agreements and<br />

distribution arrangements. Investment management agreements and distribution arrangements with the<br />

Mutual Funds are terminable without penalty on 60 days' notice (subject to certain additional procedural<br />

requirements in the case of termination by a Mutual Fund) and must be speciÑcally approved at least<br />

annually, as required by law. Such annual renewal requires, among other things, approval by the disinterested<br />

members of each Mutual Fund's board of directors or trustees. See ""Business Ì Brokerage and Mutual Fund<br />

Distribution.'' Investment advisory agreements with the Separate Accounts are typically terminable by the<br />

client without penalty on 30 days' notice or less. Any failure to renew or termination of a signiÑcant number of<br />

these agreements or arrangements would have a material adverse eÅect on the Company.<br />

14

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