MATHERS FUND INC
497, 1999-11-02
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The Gabelli Mathers Fund


Class AAA Shares


PROSPECTUS



October 1, 1999


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.
===============================================================================



<PAGE>


THE GABELLI MATHERS FUND                                       TABLE OF CONTENTS

                                                                           Page

Investment and Performance Summary......................................    3-5
Investment and Risk Information.........................................    6-8
Management of the Fund................................................      8-9
 Purchasing, Selling and Exchanging Shares.............................      9
 Pricing of Fund Shares................................................     9-10
 Dividends and Distributions...........................................      10
 Tax Information.......................................................      10
Financial Highlights..................................................       11
Additional Information..............................................  Back Cover



<PAGE>



INVESTMENT AND PERFORMANCE SUMMARY

Investment Objective

The Gabelli Mathers Fund (the "Fund") seeks to achieve capital appreciation over
the long term in various  market  conditions  without  excessive risk of capital
loss.  Capital  is the  amount  of money  you  invest  in the  Fund and  capital
appreciation is an increase in the value of your investment.

Principal Investment Strategies

The Fund pursues its objective by using the following principal strategies:

    *  investing primarily in common stocks, selected for their appreciation
       potential
    *  engaging,  within  prescribed  limits,  in short  sales of common  stocks
       whereby the Fund borrows and sells a security it does not own in order to
       profit from the potential decline in the price of that security
    *  varying its common stock exposure by hedging, primarily with the purchase
       or short sale of S&P 500 Index futures contracts
    *  investing all or a portion of its assets primarily in U.S. Treasury
       securities when Gabelli Funds, LLC (the "Adviser") believes the risk of
       loss from investing in stocks is high

No minimum or maximum percentage of the Fund's assets is required to be invested
in any type of security or investment strategy.

Principal Investment Risks

The Fund is subject to the risks  associated  with  investing in both stocks and
U.S. Treasury  securities.  The Fund is also subject to certain additional risks
associated  with stock index  futures  hedging  and the higher  risk  investment
strategy of selling stocks short.

The Fund's  share price will  fluctuate  with changes in the market value of its
portfolio securities.  Stocks are subject to market, economic and business risks
that cause their prices to rise and fall.  The Fund is also subject to the risks
that the  value of its U.S.  Treasury  securities,  stock  index  futures  hedge
position,  and stocks sold short will  decline.  When you sell your Fund shares,
you may receive less than you paid for them.

Who May Want to Invest

The Fund may appeal to you if:
    *  you seek long-term growth of capital and are skeptical of a fully
       invested buy and hold equity investment strategy
    *  you seek a portfolio that  generally may be long and/or short  individual
       stocks,  and/or long U.S.  Treasury  securities and/or may employ hedging
       techniques with respect to its common stock exposure
    *  you seek a portfolio that is flexibly managed to potentially take
       advantage of a decline in the U.S. equity markets

You may not want to invest in the Fund if:
    * you seek returns that  typically  move with the S&P 500 Index,  in both up
      and down markets
    * you seek a fully invested equity portfolio

An  investment  in the Fund is not a  deposit  of a bank and is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.




Performance

The return information below illustrates how the Fund's performance can vary and
gives some  indication  of the risks of investing  in the Fund by comparing  the
Fund's performance with two broad-based stock indices.  Please keep in mind that
the  Fund's  past  performance  does not  represent  how it will  perform in the
future.  The return data includes the  reinvestment of all income  dividends and
capital gains distributions.


BAR CHART   (Graphic Omitted)

       Calendar Year            Total Return
       -------------            ------------
           1989                    10.41%
           1990                    10.43%
           1991                     9.45%
           1992                     3.11%
           1993                     2.13%
           1994                    (5.89)%
           1995                     7.01%
           1996                    (0.07)%
           1997                     3.01%
           1998                    (5.21)%

During the period shown in the bar chart, the highest quarterly return was 5.19%
for the quarter ended March 1989,  and the lowest  quarterly  return was (3.21)%
for the quarter ended December 1998. For the six months ended June 30, 1999, the
Fund's total return was 1.62%.


                          Average Annual Total Returns
                    (for the periods ended December 31, 1998)

<TABLE>
<CAPTION>
<S>                          <C>        <C>          <C>        <C>

    Since Inception
                                                                8-19-65
                             1 Year     5 Years      10 Years
The Gabelli Mathers Fund     (5.21)%     (0.35)%     3.28%      11.53%
S&P 500 Index*                28.72%     24.09%      19.21%     12.28%
Value Line Composite**        (1.94)%    10.58%      9.32%      7.50%
</TABLE>

*    The S&P 500  Index is an index of 500  stocks,  with  each  stock  weighted
     according to its total market  value.  This means that  companies  having a
     larger stock  capitalization  will have a larger  impact on the index.  The
     performance  of the Index does not  reflect  the  expenses  or fees of this
     Fund.
**   The Value Line  Composite is an average  comprised of  approximately  1,617
     stocks,  with each stock having an equal weighting  regardless of its total
     market  capitalization.  This means that all companies, whether they have a
     large or small stock  capitalization,  have an equal impact on the average.
     The  performance  of the average  does not reflect the  expenses or fees of
     this Fund.

Fees and Expenses of the Fund

This table  describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Exchange Fee......................................   None*

*    The Fund is a no-load Fund,  so you pay no sales charges  (loads) to buy or
     sell shares.  However,  you may pay a front-end  sales load if you exchange
     your shares of the Fund for shares of a fund which  charges a sales load at
     the time of purchase.



Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

Management Fees 1......................................................   1.00%
Distribution (Rule 12b-1) Expenses 2...................................   0.25%
Other Expenses 3..........................   ..........................   0.35%
                                                                         -----
Total Annual Operating Expenses  ......................................   1.60%
                                                                         -----
Fee Waiver 4...........................................................  (0.25)%
                                                                         ------
Total Annual Operating Expenses (after the fee waiver) ................   1.35%
                                                                          =====

1  Effective October 1, 1999,  Gabelli Funds, LLC became the investment  adviser
   to the Fund. The expense  information above has been restated to reflect this
   change in adviser. Under the terms of the investment advisory agreement dated
   October  1, 1999,  the  Adviser is  entitled  to receive a fee for  providing
   advisory and  administrative  services  equal to 1.00% of the Fund's  average
   daily net  assets  (before  giving  effect to the fee waiver  referred  to in
   footnote 4 below).
2  The Fund adopted a Rule 12b-1 Plan on October 1, 1999 to provide distribution
   and shareholder  services.  Pursuant to the Plan, long-term  shareholders may
   indirectly  pay more than the equivalent of the maximum  permitted  front-end
   sales charge.
3  "Other Expenses" is an estimated figure reflecting  expenses the Fund expects
   to incur as a member of the Gabelli family of funds beginning on October 1,
   1999, based on the Fund's total assets as of such date.
4  For the first two years after the change in Adviser, the Adviser will waive a
   portion  of its  advisory  fee so that  the fee is 0.75%  on the  first  $100
   million of the Fund's assets.

Expense Example:

This  example is intended to help you compare the cost of investing in shares of
the Fund with the cost of investing in other mutual funds.  The example  assumes
(1) you invest  $10,000 in the Fund for the time periods  shown,  (2) you redeem
your shares at the end of the period,  (3) your  investment  has a 5% return and
(4) the Fund's  operating  expenses remain the same and reflect the advisory fee
waiver referred to in footnote 4 above.  This example is for comparison only and
your actual costs may be higher or lower.

1 Year                 3 Years                  5 Years                10 Years
- ------                 -------                  -------                --------
$142                    $469                     $847                  $1,910

<PAGE>

INVESTMENT AND RISK INFORMATION

The Fund's investment objective and principal investment strategies described on
page three and in this section are not  fundamental  policies and may be changed
by a vote of a majority of the Board of Trustees of the Fund at any time without
a vote of  shareholders.  The Fund is flexibly  managed and can use a variety of
investment  strategies  in the  pursuit  of its  investment  objective,  with no
minimum or maximum  percentage of assets  required to be invested in any type of
security or investment strategy.

The Adviser selects stocks using traditional  fundamental analysis of both value
and growth data, in conjunction with standard  technical  analysis.  Fundamental
analysis  involves  the use of  various  data,  including  but not  limited  to,
price/earnings, price/revenues, price/book value, and price/dividend ratios, and
various growth rate calculations for earnings,  sales and other data.  Technical
analysis includes,  but is not limited to, the study of rates of change in stock
price  movement,   volume  trends,  moving  averages,   relative  strength,  and
overbought/oversold indicators.

The Adviser's stock  selection  process is not limited by the total market value
of  a  company's  stock,  so  the  Fund  may  select  small,   medium  or  large
capitalization  issues.  Stocks of companies  with a relatively  small number of
shares  available  for trading may be more risky because their share prices tend
to be more volatile,  and their shares less liquid, than those of companies with
larger  amounts of tradeable shares.  In general, companies with a small revenue
base may have more limited  management  and financial  resources and may face a
higher risk of business  reversal than larger more established  companies.  As a
result,  stocks of smaller  companies may be more volatile than stocks of larger
companies.   Additionally,   stocks  of   companies   with   special   situation
characteristics  may  decline  in  value if their  unique  circumstances  do not
develop as  anticipated.  Special  situation  factors may  include,  but are not
limited to, potential and/or announced takeover targets, corporate restructuring
candidates, and companies involved in corporate reorganizations.

The Fund may make short sales of equity  securities  in amounts of up to 30% of
the value of the Fund's net assets as  determined at the time of the short sale.
A short sale is a transaction  in which the Fund sells a security  which it does
not then own in order to profit from the  potential  decline in the market price
of that security.

The Fund may vary its equity  exposure by hedging  through the purchase or short
sale of stock index futures contracts.  The Fund will not purchase or sell short
stock index futures  contracts if immediately  thereafter the aggregate  initial
margin required to be deposited would exceed 5% of the value of the Fund's total
assets.

The Fund may invest all or any  portion  of its assets in U.S.  Treasury  bills,
notes or bonds when the Adviser  believes  financial market  conditions  warrant
such  action  and/or  during  periods  when the Adviser  believes  that the risk
associated  with owning  equity  securities  is high due to various  traditional
stock market  valuation  benchmarks  approaching  the upper limits of their long
term historical  ranges. At such times, which may continue for extended periods,
the Fund's  equity  exposure may  represent a relatively  low  percentage of the
Fund's assets. For instance, during most of 1989 through the first six months of
1999, a majority of the Fund's assets were invested in U.S. Treasury securities.

The Fund may also engage in other  investment  practices in order to achieve its
investment objective. These are briefly discussed in the Statement of Additional
Information  which may be obtained by calling  800-GABELLI  (800-422-3554).  The
Fund does not currently employ the other practices to any significant degree.

While the Fund's objective is to seek capital  appreciation  over the long term,
the Fund does not necessarily purchase or hold individual  securities to qualify
for  long-term  capital gains  treatment.  The Adviser may consider a variety of
factors including,  but not limited to, financial market conditions,  individual
stock and aggregate  equity  valuation  levels,  corporate  developments,  other
investment opportunities,  Fund redemptions,  tax considerations,  including the
Fund's tax loss carryforward (see "Tax Information"),  and changed expectations,
in  determining  whether to sell a security  held in the  portfolio or to buy to
cover a short  position.  As a result,  turnover in the Fund's  portfolio may be
very high,  since  investments  may be held for very short time periods when the
Adviser believes further capital  appreciation of those  investments is unlikely
or that a loss of capital may occur.

Portfolio  turnover  may be  significantly  increased  if the Fund holds a
substantial portion of its assets in U.S. Treasury securities with maturities of
less than one year in  conjunction  with the  purchase  and sale of long  equity
positions and U.S. Treasury securities with maturities greater than one year.

There are market risks inherent in any investment and there is no assurance that
the objective of the Fund will be realized. Also, there is no assurance that the
Fund's  portfolio  will not  decline  in value or that the  portfolio's  various
investment segments will perform as expected. When you sell your investment, you
may receive more or less money than you  originally  invested.  Investing in the
Fund also involves the following specific risks:

Equity Risk:  To the extent that the Fund's  portfolio  has  significant  equity
exposure,  long and/or short,  the Fund is subject to the risks  inherent in the
stock market and individual stocks, including but not limited to the following:
    *  unpredictable price volatility in individual stocks and various stock
       indices
    *  changes in interest  rates,  inflation  and corporate  profits,  currency
       exchange rate volatility, and other economic factors
    *  individual company and/or industry developments
    *  national and international political events

Short positions in equity  securities are generally  considered to be more risky
than long positions since the theoretical  potential loss in a short position is
unlimited,  while the maximum loss from a long position is equal to its original
purchase price.

The Adviser invests the Fund's assets more  conservatively  than the managers of
most equity funds when the Adviser  believes the risk of owning  stocks is high.
If the  adviser is  incorrect  in this  judgment,  the Fund's  total  return may
underperform more fully-invested equity funds.

Hedging  Risk:  The  percentage  fluctuation  in the value of the  Fund's  hedge
positions  in stock index  futures  contracts  may be greater  than those of the
underlying  index,  and  positions in such futures are subject to certain  other
risks, including but not limited to the following:

    *  an imperfect correlation between the change in market value of the Fund's
       long stock  positions  relative to its short stock  index  futures  hedge
       position, limiting the effectiveness of the hedge
    *  possible  temporary  illiquidity  in the markets for stock index  futures
       which may result in continuing exposure to adverse price movements
    *  the fact that the  decision  to hedge may prove  incorrect  and,  in that
       case, the Fund would have been better off not hedging

Interest Rate Risk: To the extent that the Fund's  portfolio is invested in U.S.
Treasury securities,  it is subject to certain risks which include a decrease in
principal value of the securities as interest rates rise. Generally,  the longer
the  maturity  of a fixed  income  security,  the  greater  the  gain or loss of
principal value for a given change in interest rates. Additionally, there is the
credit  risk of the issuer of the  security  being  unable to make  interest  or
principal payments when due.

Management  Risk:  The  Adviser's  analysis and judgment  regarding  individual
stocks,  the financial  markets,  the economy,  and many other factors may prove
incorrect,  resulting in the Fund's investments losing value.  Additionally,  if
stock  prices  increase,  the Fund may lose the  opportunity  to benefit on that
portion of its portfolio invested in fixed income securities.


<PAGE>



MANAGEMENT OF THE FUND

The Adviser:  Effective  October 1, 1999,  Gabelli  Funds,  LLC, with  principal
offices  located  at One  Corporate  Center,  Rye,  New York  10580-1434,  (800)
422-3554,  entered into a set of strategic initiatives with Mathers and Company,
Inc.  and now  serves as  investment  adviser  to the Fund.  The  Adviser  makes
investment  decisions for the Fund and continuously  reviews and administers the
Fund's investment program under the supervision of the Fund's Board of Trustees.
The Adviser  and its  affiliates  also  manage  other  open-end  and  closed-end
investment  companies in the Gabelli family of funds.  The Adviser is a New York
limited liability company organized in 1999 as successor to Gabelli Funds, Inc.,
a New  York  corporation  organized  in  1980.  The  Adviser  is a  wholly-owned
subsidiary of Gabelli Asset Management Inc., a publicly traded company listed on
the New York Stock Exchange (Symbol:  GBL). The Adviser is entitled to receive a
1.00% annual fee to provide investment  advisory and administrative  services to
the Fund,  except that the Adviser has waived a portion of its  advisory  fee so
that the fee is 0.75% on the first  $100  million  of the  Fund's  assets  until
October 1, 2001.

Prior to October 1, 1999, Mathers and Company,  Inc., 100 Corporate North, Suite
201, Bannockburn,  Illinois 60015, (847) 295-7400,  served as investment adviser
to the Fund. Under its investment advisory agreement,  Mathers and Company, Inc.
received a fee equal to 0.74% of the Fund's  average net assets in 1998,  before
giving effect to expense  reimbursements.  Mathers and Company,  Inc.  served as
investment  adviser  to the Fund from its  inception  in 1965 and as  investment
adviser to other clients since 1961.  Henry G. Van der Eb,  President of Mathers
and Company,  Inc.  and  Chairman  and a Director of the Fund,  owned all of the
outstanding shares and was the controlling person of Mathers and Company, Inc.

Portfolio  Manager:  Henry  G.  Van der Eb,  CFA,  of  Gabelli  Funds,  LLC,  is
responsible  for the day to day  management  of the Fund and has been the Fund's
portfolio  manager  for more than the last 20 years.  Mr. Van der Eb (age 54) is
President, Chief Executive Officer, and Trustee of the Fund, served as President
of The Investment Analysts Society of Chicago for 1979-1980,  and is a Chartered
Financial Analyst (CFA), a Chartered  Investment Counselor CIC), and a member of
the Association for Investment  Management and Research  (AIMR).  He received an
MBA from Northwestern University Graduate School of Management in 1970.

Year  2000:  As the year 2000  approaches,  concerns  regarding  the  ability of
software used by the Fund's service  providers to  distinguish  between the date
"2000" and the date "1900" have  emerged . Failure to  adequately  address  this
issue could result in major systems or process  failures which could disrupt the
Fund's  operations.  The Adviser is working with the Fund's service providers to
prepare for the year 2000. Based on information currently available, the Adviser
does not expect that the Fund will incur  significant  operating  expenses or be
required  to incur  material  costs to be year 2000  compliant.  The Fund cannot
guarantee,  however,  that all year 2000 issues will be identified and corrected
by January 1, 2000 and any  non-compliant  computer  systems could hurt key Fund
operations, such as shareholder servicing, pricing and trading. In addition, the
year 2000 problem may adversely  affect the companies in which the Fund invests,
which could lower the value of such companies'  securities and negatively affect
the Fund's performance. For example, these companies may incur substantial costs
to correct the year 2000 problem.

Rule 12b-1 Plan: The Fund has adopted a plan under Rule 12b-1 (the "Plan") which
allows the Fund to pay for the sale and  distribution of its shares at an annual
rate of 0.25% of the Fund's average daily net assets. The Fund may make payments
under the Plan for the purpose of financing any activity  primarily  intended to
result in the sale of the Fund's  shares as determined by the Board of Trustees.
Because payments under the Plan are paid out of the 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.  See "Distribution Plan"
in the Statement of Additional  Information for more details  regarding the Plan
and the expenses  payable under the Plan. Prior to October 1, 1999, the Fund had
no distribution plan under Rule 12b-1 in place.

PURCHASING, SELLING AND EXCHANGING SHARES

Information about purchasing, selling and exchanging your shares is contained in
a separate  document  called the Owner's  Manual,  which has been delivered with
this  prospectus.  The Owner's  Manual is  considered  an integral  part of this
prospectus.  The Owner's  Manual also contains  information  about the Telephone
Investment  Plan,   Telephone   Redemption  Plan,   Automatic  Investment  Plan,
Systematic Withdrawal Plan and Retirement Plans.

PRICING OF FUND SHARES

The net asset  value per share is  calculated  on each day on which the New York
Stock  Exchange  ("NYSE") is open for trading.  The NYSE is open Monday  through
Friday,  but  currently is scheduled to be closed on New Year's Day, Dr.  Martin
Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial 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.

The net asset value per share is determined  as of the close of regular  trading
on the NYSE,  normally  4:00 p.m.,  Eastern time. It is computed by dividing the
value of the 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) by the total number of its shares  outstanding at the
time the  determination is made. The Fund uses market  quotations in valuing its
portfolio securities.  Short-term investments that mature in 60 days or less are
valued at amortized cost, which the Trustees of the Fund believe represents fair
value.

The Fund may from  time to time hold  securities  that are  primarily  listed on
foreign  exchanges.  Such  securities  may  trade on days when the Fund does not
price its shares.  Therefore, the net asset value of the Fund may change on days
when you are not able to purchase or redeem shares.

DIVIDENDS AND DISTRIBUTIONS

Dividends and distributions will be automatically reinvested for your account at
net asset value in additional  shares of the Fund,  unless you instruct the Fund
to either (i) pay all income  dividends and capital gains  distributions in cash
or (ii) reinvest capital gains  distributions  and pay income dividends in cash.
You may change your  instructions  by notifying  the Fund in writing at any time
prior to the record date for a particular  dividend or  distribution.  Dividends
from net investment  income and  distributions of net realized capital gains, if
any,  will be paid at least  annually.  There are no sales or other  charges  in
connection with the  reinvestment of dividends and capital gains  distributions.
There is no fixed  dividend  rate,  and there can be no assurance  that the Fund
will pay any dividends or realize any capital gains.

TAX INFORMATION

The Fund expects that its distributions will consist primarily of net investment
income and capital gains,  which may be taxable at different  rates depending on
the length of time the Fund holds its assets.  Dividends  out of net  investment
income and distributions of realized short-term capital gains are taxable to you
as ordinary income.  Distributions of net long-term capital gains are taxable to
you at long-term capital gain rates. High portfolio turnover can indicate a high
level of short-term capital gains that, when  distributed to  shareholders,  are
taxed as  ordinary  income  rather  than at the  lower  capital  gains tax rate.
However,  as of the date of this  prospectus,  the Fund has a large capital loss
carryforward  that is used to offset  any  current  or future  realized  capital
gains.  Until this  carryforward  expires or is offset  completely  by  realized
capital gains,  shareholders will not receive distributions of, or pay taxes on,
those capital gains. The Fund's distributions,  whether you receive them in cash
or reinvest  them in additional  shares of the Fund,  may be subject to federal,
state or local  taxes.  An exchange  of the Fund's  shares for shares of another
Fund will be treated for tax purposes as a sale of the Fund's shares; therefore,
any gain you realize on such a transaction may be taxable.  Foreign shareholders
may be subject to special withholding requirements.

This summary of tax consequences is intended for general  information  only. You
should consult a tax adviser  concerning the tax consequences of your investment
in the Fund.



<PAGE>


FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance  for the past  five  fiscal  years.  Certain  information
reflects  financial results for a single Fund share, based on the average number
of Fund shares  outstanding  during the period.  The total  returns in the table
represent  the rate that an investor  would have earned or lost on an investment
in the  Fund's  shares.  The full year  information  has been  audited by Arthur
Andersen  LLP,  independent  accountants,  whose  report,  along with the Fund's
financial statements and related notes, is included in the Fund's annual report,
which is available upon request.

<TABLE>
<CAPTION>
<S>                       <C>         <C>    <C>       <C>      <C>         <C>
                          Six months
                          ended
                          June 30,            Year Ended December 31,
                                      -----------------------------------
                          1999        1998    1997     1996     1995      1994
                          ----        ----    ----     ----     ----      ----
Operating performance:
Net asset value,
beginning of year        $11.73      $13.06  $13.27    $13.75    $13.55    $15.11
                          -----       -----   -----     -----     -----     -----
Net investment
income/(loss)              0.22        0.58     0.53     0.40     0.60       0.56
Net realized and
unrealized                (0.03)      (1.26)   (0.13)   (0.41)    0.35      (1.45)
gain/(loss) on            ------      ------   ------    -----    ------     -----
investments

Total from
investment operations      0.19       (0.68)    0.40    (0.01)    0.95      (0.89)
                           ----        -----    ----     -----    -----      ----
Distributions to shareholders:
Net investment income       ---       (0.65)   (0.61)   (0.47)   (0.72)     (0.67)
Net realized gains          ---         ---      ---      ---    (0.03)        ---
                          -----        -----    -----    -----    -----      -----
Total distributions         ---       (0.65)   (0.61)   (0.47)   (0.75)     (0.67)
                          -------     ------   ------   ------    ------     ------

Net asset value,
end of period             $11.92    $11.73    $13.06   $13.27    $13.75      $13.55
                          ======    ======    ======    ======    ======     ======
Total return +            1.62%     (5.21%)    3.01%    (0.07%)    7.01%     (5.89%)

Ratios to average net assets and supplemental data:
Net assets, end of period
 (in 000's)              $100,295   $108,548  $138,404 $171,596   $232,303    $293,285
Ratio of net
investment income to         3.74%     4.56%     3.96%     2.96%      4.25%       3.86%
average net assets*
Ratio of total expenses to    1.14%     1.16%    1.07%     1.03%       0.98%      0.93%
average net assets*
Portfolio turnover rate       261%       67%      50%       38%         58%        211%
</TABLE>

+ Total return assumes the reinvestment of all dividends and capital gains.
* Annualized


<PAGE>



                            The Gabelli Mathers Fund
                                 Class AAA Shares

For More Information

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

Owner's Manual

Information  about  purchasing,  selling  and  exchanging  shares of the Fund is
included in a separate document entitled "Owner's Manual." The Owner's Manual is
incorporated  by reference  into this  prospectus.  If you have not received it,
please contact the Fund at the number listed below.

Annual/Semi-Annual Reports

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

Statement of Additional Information (SAI)

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

You can get free copies of these  documents and  prospectuses  of other funds in
the Gabelli  family,  or request other  information  and discuss your  questions
about the Fund by contacting:

                            The Gabelli Mathers Fund
                              One Corporate Center
                                  Rye, NY 10580
                      Telephone: 800-GABELLI (800-422-3554)
                                 www.gabelli.com

You can review the Fund's  reports and SAI at the Public  Reference  Room of the
Securities and Exchange Commission. You can get text-only copies:

     *   For a fee, by writing the Public Reference Section of the Commission,
         Washington, D.C. 20549-6009 or calling 800-SEC-0330.
     *   Free from the Commission's Website at http://www.sec.gov

(Investment Company Act file no. 811-1311)

                            The Gabelli Mathers Fund
                              One Corporate Center
                            Rye, New York 10580-1434
                                   800-GABELLI
                                  (800-422-3554)
                                fax: 914-921-5118
                                                www.gabelli.com
                            e-mail: [email protected]
                              (Net Asset Value may be obtained daily by
                           calling 800-GABELLI after 6 P.M. eastern time)


                                Board of Trustees
<TABLE>
<CAPTION>
<S>                                               <C>

Mario J. Gabelli, CFA                             Felix J. Christiana
Chairman and Chief Investment Officer,            Former Senior Vice President
Gabelli Asset Management Inc. and                 Dollar Dry Dock Savings Bank
Gabelli Funds, LLC

Anthony J. Colavita                               Vincent D. Enright
Attorney-at-Law                                   Former Senior Vice President
Anthony J. Colavita, P.C.                         and Chief Financial Officer,
                                                  KeySpan Energy Corp.

Charles G. Freund                                 Jon P. Hedrich
Former Vice President, Secretary                  Former President and Partner
and Treasurer                                     Steiner Diamond Institutional
MidCon Corp.                                      Services


Robert E. Kohnen                                  Karl Otto Pohl
Former Vice President and Investment Manager      Former President
Protection Mutual Insurance Company               Deutsche Bundesbank

Anthony  R. Pustorino, CPA                        Werner J. Roeder, MD
Professor of Accounting, Pace University          Practicing Private Physician
                                                  Medical Director, Lawrence
                                                  Hospital

Jack O. Vance                                     Henry G. Van der Eb, CFA
Managing Director                                 President and Chief Executive
Management Research, Inc.                         Officer
                                                  The Gabelli Mathers Fund

Anthonie C. van Ekris
Managing Director
BALMAC International

</TABLE>

                                    Officers

Mario J. Gabelli, CFA                      Henry G. Van der Eb, CFA
Chairman                                   President and Chief Executive Officer

Bruce N. Alpert, CPA                       Anne E. Morrissy, CFA
Executive Vice President and Treasurer     Executive Vice President

James E. McKee                             Lawrence A. Kenyon, CPA
Secretary                                  Senior Vice President

Heidi M. Stubner                           Edith L. Cook
Vice President                             Vice President







THE GABELLI FAMILY OF FUNDS

- -------------------------------------------------------------------------
Owner's Manual
- ---------------------------------------------------------------------------
         AAA Class - No-Load Class


                 Gabelli Global Series Funds, Inc.
                 Gabelli Gold Fund, Inc.
                 Gabelli International Growth Fund, Inc.
                 Gabelli ABC Fund
                 Gabelli Asset Fund
                 Gabelli Growth Fund



May 1, 1999



The  information  contained in the Owner's Manual is  incorporated  by reference
into, and is legally considered part of, the Prospectuses for the Gabelli family
of Funds.  The Owner's Manual must be preceded or accompanied by a Gabelli Funds
Prospectus.

<PAGE>


Owner's Manual
   Table of Contents



              Purchasing Shares
    ---------------------------- --------------------------------------
3 Instructions for Opening or Adding to an Account
4 Telephone Investment Plan
4 Automatic  Investment  Plan
4 Retirement Plans
4 Minimum Investments
5 Dividends and Distributions

               Selling Shares
    ---------------------------- -------------------------------------
 5 Instructions for Selling Shares
 5 By Bank Wire or Check via Telephone
 5 By Bank Wire or Check via Mail
 6 General Policies on Selling Shares
 6 Signature Guarantees
 6   Verifying Telephone Redemptions
 6   Redemptions Within 15 Days of Investment
 6   Refusal of Redemption Request
 6   Closing of Small Accounts
 6   Undeliverable Distribution Checks

            Exchanging Shares
  ---------------------------------------------------------------------------
  7 Instructions for Exchanging Shares

      Pricing of Fund Shares
 ------ ---------------------------------------------------------------------
  7 How NAV is Calculated




<PAGE>


PURCHASING SHARES

     Instructions for Opening or Adding to an Account


Purchases through Brokers/Dealers:
If purchasing through your financial advisor or brokerage account, simply tell
your advisor or broker that you wish to purchase shares of the Funds and he or
she will take care of the necessary  documentation.  Your should state
specifically which class of shares you are buying. For all other purchases
directly with the Fund, follow the instructions below.

Purchases directly from the Fund:
All investments made by regular mail or personal delivery, whether initial or
subsequent, should be sent to:

     By Regular Mail                By Overnight Delivery
     The Gabelli Funds              The Gabelli Funds
     PO Box 8308                    c/o BFDS Building, 6th Floor
     Boston, MA 02266-8308          Two Heritage Drive
                                    Quincy, MA 02171

For Initial Investment:
1. Carefully read and complete the application.
2. Make check, bank draft or money order payable to "[name of Fund]."
3. Mail or deliver application and payment to the address above.

For Subsequent Investments:
1. Make check, bank draft or money order payable to "[name of Fund]."
2. Provide the exact name and number of your account.
3. Mail or deliver payment to the address above.

By Wire Transfer

For Initial Investment:
Call 1-800-GABELLI (1-800-422-3554) to obtain a new account number. Promptly
 mail the completed application to the
address shown above for regular mail, and

For Initial and Subsequent Investments:
Instruct your bank to wire transfer your investment to:
   State Street Bank and Trust Company
ABA #011-0000-28 REF DDA# 9904-6187
   Attn: Shareholder Services
   Re: [Fund Name]
A/C#___________________________
Your name ______________________
   225 Franklin Street, Boston, MA 02110

Note: Your bank may charge a wire transfer fee.


Call 1-800-GABELLI
or your investment representative.



<PAGE>


                       Purchasing Shares (continued)


You can add to your account by using the convenient options described below. The
Fund reserves the right to change or eliminate these privileges at any time upon
60 days notice to shareholders.
<TABLE>

<CAPTION>
<S>                                                      <C>

Telephone Investment Plan                                Automatic Investment Plan
You may purchase additional shares of the Funds          You can make automatic monthly investments in the Funds.
by telephone as long as your bank is a member            Details about this plan can be obtained from the
of the Automated Clearing House (ACH) system.            Distributor on a separate application by calling
You must also have a completed, approved Investment      1-800-GABELLI (800-422-3554).
Plan application on file with the Fund's Transfer
Agent.

There is a minimum of $100 for each telephone            Retirement Plans
investment. To initiate an ACH purchase, please          You can invest in various  types of retirement  plans
call 1-800-GABELLI (1-800-422-3554) or                   through the Fund.  Details about these plans can be
1-800-872-5365.                                          obtained from the Distributor on a separate application
                                                         by calling 1-800-GABELLI (800-422-3554)


</TABLE>


 Minimum Investments
  You may  purchase  Funds  through the  Distributor  or  participating
  organizations, which may charge additional fees and may require higher or
  lower minimum investments or impose other limitations on buying and selling
  shares.

                           Minimum
                           Initial         Minimum
 Account type              Investment      Subsequent
 ................................ ..................... ......................

  Regular (non-retirement)   $ 1,000        $ 0

  Retirement (IRA)
        Traditional IRA      $ 1,000        $ 0
        Roth IRA             $ 1,000        $ 0
       Spousal IRA           $ 250          $ 0
       Education IRA         $ 250          $ 0
 ................................ ..................... .....................

     Automatic Investment Plan         $ 0          $ 100
 ................................ ..................... .....................

     Telephone Investment Plan        $ 100          $ 100
 ................................ ..................... .....................

   All purchases must be in U.S. dollars. A fee will be charged for any
   checks that do not clear. Third-party checks are not accepted. Your
   purchase of shares will be effective on the same business day if the
   Fund's transfer agent receives your order by 4:00 p.m. (12 noon for a
   money market fund), and receives Federal funds by 4:00 p.m., eastern time.
   Otherwise, your purchase will be effective on the next business day. (See
   "Pricing of Fund Shares.") Shares are held on account for you unless you
   specify in writing that you would like to receive a stock certificate
   (certificates are not available for money market funds). We can only issue
   a certificate for whole shares.

   The Distributor may reject a purchase order if it considers it in the best
   interest of the Fund and its shareholders. A Fund may waive its minimum
   purchase requirement.

Dividends and Distributions

All dividends and distributions will be automatically reinvested unless you
request otherwise.

SELLING SHARES



As a mutual fund shareholder, you are technically selling shares when you
request a withdrawal in cash. This is also known as redeeming shares.
- -------------------------------------------------------------------------------
  Withdrawing Money from Your Investment
- ------------------------------------------------------------------------
  You may sell your shares at any time. Your sales price will be the next NAV
  after your sell order is received by the Fund, its transfer agent, or your
  investment representative. See section on "General Policies on Selling
  Shares" below.


  Systematic Withdrawal Plan
  You can receive automatic payments from your account on a monthly, quarterly
  or annual basis. You can obtain details from the Distributor.
- -----------------------------------------------------------------------------


                      Instructions for Selling Shares


The Fund accepts telephone requests for redemptions of unissued shares.

By Bank Wire or Check via Telephone
1.  Call 1-800-GABELLI (1-800-422-3554) with your account number, the amount of
   the redemption and instructions as to how you wish to receive your funds.

2.  If you are unable to reach the Fund by telephone, you may telecopy your
   redemption request to the Fund at 914-921-____.

NOTE: If you call by 4:00 p.m., eastern time, your payment will normally be
wired to your bank on the following business day. (For Money Market Funds: If
you call before 12:00 noon, eastern time, your payment will be wired to your
bank on that day.) If you call after that time, your payment will be wired to
your bank on the next business day. If you request your wire redemption by
telephone, it must be at least $1,000. Your bank may charge a fee for incoming
wires.

By Bank Wire or Check via Mail
Submit a redemption request to the Fund. Redemption requests may be made by
letter to the Transfer Agent. You must specify the name of the Fund, the dollar
amount or number of shares you wish to redeem and the 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 must sign. A signature guarantee is
required for most requests.



Selling Shares (continued)

General Policies on Selling Shares

Signature Guarantees
Signature guarantees are required on redemption requests for the following:
* The check is not being mailed to the address on your account
* The check is not being made payable to the owner of the account
* The redemption proceeds are being transferred to another person's Fund
  account.

A signature guarantee can be obtained from most banks and securities dealers.
Notarized signatures are not considered a signature guarantee.

Verifying Telephone Redemptions
The Fund makes every effort to ensure that telephone redemptions are only made
by authorized shareholders. All telephone calls are recorded for your protection
and you will be asked for information to verify your identity. If appropriate
precautions have not been taken, the Fund may be liable for losses due to
unauthorized transactions.

Redemptions Within 15 Days of Investment
When you have made an investment by check or through the automatic investment
plan, your redemption proceeds will not be mailed until the Transfer Agent is
satisfied that the check has cleared (which may require up to 15 days). You can
avoid this delay by purchasing shares with a certified check or federal funds
wire.

                         Redemption In Kind

The Fund reserves the right to make a redemption in kind - payment in portfolio
securities rather than cash - for certain large redemption amounts that could
hurt fund operations.

Refusal of Redemption Request
Payment for shares may be delayed under extraordinary circumstances or as
permitted by the Securities and Exchange Commission in order to protect
remaining shareholders.

Closing of Small Accounts
If your account (other than an IRA) falls below $500, the Fund may ask you to
increase your balance. If it is still below $500 after 30 days, the Fund may
close your account and send you the proceeds at the current NAV.

Undeliverable Distribution Checks
If distribution checks (1) are returned and marked as "undeliverable" or (2)
remain uncashed for six months, your account will be changed automatically so
that all future distributions are reinvested in your account. Checks that remain
uncashed for six months will be canceled and the money reinvested in the Fund at
the then current net asset value.

Call 1-800-GABELLI or
your investment representative.

Questions? Call 1-800-GABELLI or your investment
representative.


<PAGE>


EXCHANGING SHARES

You can exchange your shares in one Fund for shares of the same class of another
Fund managed by Gabelli Funds, LLC, or its affiliates, usually without paying
additional sales charges (see "Notes" below).

You must meet the minimum investment requirements for the Fund into which you
are exchanging. Exchanges from one Fund to another are taxable transactions.
   Instructions for Exchanging Shares
- ------------------------------------------------------------------------------

    Exchanges may be made by sending a written request to The Gabelli Funds,
    PO Box 8308,  Boston, MA 02266-8308 or by calling  1-800-GABELLI
    (1-800-422-3554).

    Please provide the following information:
     * Your name and telephone number
     * The exact name on your account and account number
     * Taxpayer identification number (usually your Social Security number)
     * Dollar value or number of shares to be exchanged o The names of the
     Funds from/into which the exchange is to be made

    See "Selling Shares" for important  information  about  telephone
transactions.

Notes on exchanges
    When exchanging from a Fund that
    has no sales charge or a lower
    sales charge to a Fund with a
    higher sales charge, you will pay
    the difference.

    The registration
    and tax identification numbers of
    the two accounts must be identical.

    This exchange privilege may be
    changed or eliminated at any time
    upon  a  60-day  notice  to
    shareholders.

    Be sure to read the
    prospectus carefully of any Fund
    into which you wish to exchange
    shares.


                        PRICING OF FUND SHARES

                         How NAV is Calculated


The NAV is calculated by adding the total value of the Fund's investments and
other assets, subtracting its liabilities and then dividing that figure by the
number of outstanding shares of the Fund:


                             NAV =

                       Total Assets - Liabilities

                          Number of Shares
                           Outstanding


You can find the Fund's NAV daily in the Wall Street Journal and other
newspapers, or by calling 1-800-GABELLI (800-422-3554).

    A Fund's net asset value, or NAV, is determined and its shares are priced
    at the close of regular trading on the New York Stock Exchange, normally
    at 4:00 p.m., eastern time, on days the New York Stock Exchange is open.
    Your order for purchase, sale or exchange of shares is priced at the next
    NAV calculated after your order is received by the Fund. This is what is
    known as the offering price.

    Fund securities are valued as of the close of trading on the primary
    exchange on which they trade. Fund securities are generally valued at
    current market prices. If market quotations are not available, prices
    will be based on the average of the latest bid and asked quotations for
    such securities prior to the valuation time, or the latest bid price if
    asked prices are not available. Debt securities with remaining maturities
    of 60 days or less will be valued at amortized cost, which the Board of
    Directors believes represents fair value.

    Some Fund securities may be listed on foreign exchanges that are open on
    days (such as U.S. holidays) when a Fund does not compute its NAV. This
    could cause the value of a Fund's portfolio investments to be affected on
    days when you cannot buy or sell shares.




                                   Questions?
                                Call 800-GABELLI
                       or your investment representative.



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