April 27, 2010
Ms. Laura E. Hatch
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: The GAMCO Mathers Fund (the "Fund")
Post-Effective Amendment No. 73 to the Registration Statement
on Form N-1A (002-23727)
Dear. Ms. Hatch:
This letter responds to your comments communicated by telephone on
April 7, 2010, with respect to the Post-Effective Amendment No. 73 to the
Registration Statement on Form N-1A (the "Registration Statement") of the Fund
that was filed with the Securities and Exchange Commission (the "SEC") on
February 26, 2010 (accession number 0000950123-10-017900).
In addition, in connection with this filing, the Fund hereby states the
following:
1. The Fund acknowledges that in connection with the comments
made by the Staff of the SEC, the Staff has not passed on the
accuracy or adequacy of the disclosure made herein, and the
Fund and its management are solely responsible for the content
of such disclosure;
2. The Fund acknowledges that the Staff's comments, and changes
in disclosure in response to the Staff's comments, do not
foreclose the SEC or other regulatory body from the
opportunity to seek enforcement or take other action with
respect to the disclosure made herein;
3. The Fund represents that neither it nor its management will
assert the Staff's comments or changes in disclosure in
response to the Staff's comments as a defense in any action or
proceeding by the SEC or any person.
The Fund's responses to your comments are reflected below. The
substance of your comments has been restated for your ease of
reference.
COMMENT #1-COVER PAGE: You requested that the Fund pare down the
information in the top left hand corner to remove duplicative
references.
RESPONSE #1: The Fund has deleted the following parenthetical
language that appears at the end of the disclosure in the top
left hand corner: "(Net Asset Value per share may be obtained
daily by calling 800-GABELLI after 7:00 p.m.)."
COMMENT #2-COVER PAGE: You requested that the Fund add the required
legend disclosure if the Fund intends to utilize a summary prospectus.
RESPONSE #2: The Fund will not be utilizing a summary
prospectus at this time and therefore the legend has not been
added.
COMMENT #3-PERFORMANCE TABLE: You requested that the Fund delete the
second sentence of the text after the performance table regarding
"Return After Taxes on Distributions and Sale of Fund Shares" if it is
not applicable for the Fund.
RESPONSE #3: If this disclosure is not applicable for the
Fund, the Fund will remove it.
COMMENT #4-STATEMENT OF ADDITIONAL INFORMATION ("SAI"): You requested
that the Fund include the new corporate governance and board member
disclosure.
RESPONSE #4: The Fund will include such disclosure in the SAI.
Should you have any questions regarding the foregoing, please do not
hesitate to contact Helen A. Robichaud at PNC Global Investment
Servicing, Inc., the Fund's Sub-Administrator, at 617-338-4595.
Very truly yours,
/s/ Bruce N. Alpert
-------------------
Bruce N. Alpert
Executive Vice President
cc: Helen A. Robichaud Arlene Lonergan
PNC Global Investment PNC Global Investment
Servicing, Inc. Servicing, Inc.
Peter D. Goldstein Christoper Tafone
Gabelli Funds, LLC Paul, Hastings, Janofsky & Walker LLP
Rachael Schwartz
Paul, Hastings, Janofsky & Walker LLP