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 Asset Fund (the "Fund")
Post-Effective Amendment No. 29 to the Registration Statement
on Form N-1A (33-01719)
Dear. Ms. Hatch:
This letter responds to your comments communicated by telephone on
April 7, 2010, with respect to the Post-Effective Amendment No. 29 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 0000950123-10-017784).
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-PRINCIPAL INVESTMENT STRATEGIES: In the first paragraph, you
made reference to the Fund's investing in securities that may be
converted into common stock. If the Fund does not hold a significant
portion of its portfolio in securities that may be converted into
common stock, you requested that we move the disclosure to "Information
About the Fund's Investment Objectives, Investment Strategies, and
Related Risks" and to include disclosure regarding the credit quality
and risks of investing in convertible securities.
RESPONSE #3: The Fund does not invest a significant portion of
its portfolio in convertible securities; consequently, the
Fund has removed the following language from the first
paragraph of the "Principal Investment Strategies" section:
"and may also invest in securities that may be converted into
common stocks."
As a conforming change, the Fund also has revised the first
sentence of the third paragraph under the "Principal
Investment Strategies" to read:
"The Fund's assets will be invested primarily in a broad range
of readily marketable equity securities consisting of common
stock and preferred stock."
The Fund has also added the following under "Investing in the
Fund involves the following risks:":
o CONVERTIBLE SECURITIES AND CREDIT RISK. The characteristics
of convertible securities make them appropriate investments
for investors who seek a high level of total return with the
addition of credit risk. These characteristics include the
potential for capital appreciation if the value of the
underlying common stock increases, the relatively high yield
received from dividend or interest payments as compared to
common stock dividends, and decreased risks of decline in
value, relative to the
underlying common stock due to their fixed income nature. As a
result of the conversion feature, however, the interest rate
or dividend preference on a convertible security is generally
less than would be the case if the securities were not
convertible. During periods of rising interest rates, the
potential for capital gain on a convertible security might be
less than that of a common stock equivalent if the yield on
the convertible security is at a level that causes it to sell
at a discount. Any common stock or other equity security
received by conversion will not be included in the calculation
of the percentage of total assets invested in convertible
securities.
COMMENT #4-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 #4:This disclosure has been deleted, as it is
inapplicable to Fund.
COMMENT #5-STATEMENT OF ADDITIONAL INFORMATION ("SAI"): You requested
that the Fund include the new corporate governance and board member
disclosure.
RESPONSE #5: 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