April 28, 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 Gabelli Blue Chip Value Fund (the "Fund")
Post-Effective Amendment No. 14 to the Registration Statement
on Form N-1A (333-80099)
Dear. Ms. Hatch:
This letter responds to your comments communicated by telephone on
April 7, 2010, with respect to the Post-Effective Amendment No. 14 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 0000950123-10-017781).
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; and
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.
Comments that applied to both the Class AAA Shares prospectus and the
Class ABCI Shares prospectus have only been addressed once. 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 we intend 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-FEES AND EXPENSES OF THE FUND: You requested that the last
sentence in the footnote to the Fee Table be moved to the statutory
section of the prospectus.
RESPONSE #3: This sentence already exists in the statutory
section of the prospectus in the section entitled "Management
of the Fund." The Fund has deleted the sentence in the
footnote to the Fee Table.
COMMENT #4-PRINCIPAL INVESTMENT STRATEGIES: In the first paragraph, you
asked us to revise the fourth sentence to delete the extra reference to
the Fund's investment adviser.
RESPONSE #4: The Fund has revised the fourth sentence of the
first paragraph of the "Principal Investment Strategies"
section to read:
The Fund focuses on those "blue chip" companies which the
Fund's Adviser believes are undervalued and have the potential
to achieve significant capital appreciation.
COMMENT #5-PRINCIPAL INVESTMENT STRATEGIES: In the third paragraph, you
requested that the fourth and fifth sentences be moved to the
"Principal Risks" section of the prospectus.
RESPONSE #5: The Fund has deleted the following two sentences
from the third paragraph of the "Principal Investment
Strategies" section:
The value of common stocks will fluctuate due to many factors,
including the past and predicted earnings of the issuer, the
quality of the issuer's management, general market conditions,
the forecasts for the issuer's industry, and the value of the
issuer's assets. Holders of common stocks only have rights to
value in the company after all debts have been paid,
and they could lose their entire investment in a company that
encounters financial difficulty.
Only the old fifth sentence described above in the comment has
been inserted after the second sentence of the first paragraph
of the "Principal Risks" section of the prospectus; the old
fourth sentence in your comment was not inserted because the
current second sentence in this first paragraph of the
"Principal Risks" section would render the old fourth sentence
redundant:
Holders of common stocks only have rights to value in the
company after all debts have been paid, and they could lose
their entire investment in a company that encounters financial
difficulty.
COMMENT #6- PERFORMANCE TABLE: You requested that the Fund delete the
second sentence in the paragraph that discusses after-tax returns
regarding "Return After Taxes on Distributions and Sale of Fund Shares"
if it is not applicable for the Fund.
RESPONSE #6: This disclosure has been deleted, as it is not
applicable to the Fund.
COMMENT #7-STATEMENT OF ADDITIONAL INFORMATION ("SAI"): You requested
that the Fund include the new corporate governance and board member
disclosure.
RESPONSE #7: 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
President
cc: Helen A. Robichaud Arlene Lonergan
PNC Global Investment PNC Global Investment
Servicing, Inc. Servicing, Inc.
Peter D. Goldstein Richard Prins
Gabelli Funds, LLC Skadden, Arps, Slate, Meagher & Flom LLP
Leslie Lowenbraun
Skadden, Arps, Slate, Meagher & Flom LLP