A. General Description of Teton
Teton Advisors, LLC (“Teton” or the “Adviser”) is a Delaware limited liability company and
wholly-owned subsidiary of Teton Advisors, Inc. (“Teton Inc.”). Teton Inc.’s Class A Common
Stock trades on the OTCQX under the symbol TETAA. Mario J. Gabelli is deemed to be the
controlling person of Teton Inc. on the basis of his ownership of stock he owns individually and
through his control of GGCP, Inc., a privately held Wyoming corporation. Teton is an SEC-
registered investment adviser that provides discretionary investment advisory services to four of
the five the TETON Westwood Funds (the “Trust”). The Trust is a diversified open-end
management investment company. The Trust currently consists of the following separate
investment portfolios:
TETON Westwood Mighty Mites
SM
Fund
TETON Westwood SmallCap Equity Fund
TETON Convertible Securities Fund
TETON Westwood Equity Fund
TETON Westwood Balanced Fund
Teton also offers discretionary investment management services to, among others, the following
types of clients: employee benefit plans, endowments, foundations, corporations, limited
partnerships, trusts, high net worth individuals and estates.
Teton has offered investment advisory services since 2021 and before that, through its parent,
Teton Inc., it has offered investment advisory services since 1994.
Teton has entered into a number of agreements with GAMCO Investors, Inc. (“GAMCO”).
These agreements are as follows: a Separation and Distribution Agreement, a Transitional
Administrative and Management Services Agreement ("Administrative Agreement"), and a
Service Mark and Name License Agreement (“License Agreement”). GAMCO provides certain
services to Teton, including general corporate management services; mutual fund administration
services; operational and general administrative assistance including access to certain
administrative personnel, procurement services as well as certain legal, regulatory and
compliance advice, as needed. The License Agreement provides Teton and the funds that it
manages (i.e., The TETON Westwood Funds) the use of certain names and service marks. In
providing the services pursuant to the Administration Agreement, GAMCO, subject to the prior
written consent of Teton, may employ consultants and other advisers in addition to utilizing its
own employees. GAMCO has the right to delegate all or a portion of the mutual fund
administration services to be performed by it to another entity. The Administration Agreement
is terminable by either party on 30 days’ prior written notice to the other party.
Effective December 31, 2021, Teton Inc. completed a reorganization by transferring its entire
advisory business, operations and personnel to a newly formed wholly-owned subsidiary, Teton
Advisors, LLC. From that date, Teton, Inc. became the parent of the Adviser. The consummation
of the reorganization did not result in a change of its control. The Adviser serves as the investment
adviser to the TETON Westwood Mighty Mites Fund, the TETON Convertible Securities Fund,
the TETON Westwood Equity Fund and the TETON Westwood Balanced Fund pursuant to an
investment management agreement identical to the previous agreement between the Funds and
Teton Inc.
In connection with this internal reorganization, Teton, Inc. transferred the investment
management agreement with the TETON Westwood SmallCap Equity Fund (the “Small Cap
Equity Fund”) and the portfolio team that managed the SmallCap Equity Fund to Keeley-Teton
Advisors, LLC ( “Keeley-Teton”), a wholly-owned subsidiary of Teton Advisors, Inc. Keeley-
Teton serves as the adviser to the SmallCap Equity Fund pursuant to an investment management
agreement identical to the previous agreement between the SmallCap Equity Fund and Teton
Advisors, Inc. The management and ownership of Teton Advisors, Inc. and Keeley-Teton did
not change by virtue of this reorganization and the reorganization did not result in a change of
control.
Sub-Advisors
The Adviser has entered into a Sub-Advisory Agreement with Westwood Management Corp. for
the TETON Westwood Equity Fund and TETON Westwood Balanced Fund. The Westwood
Sub-Adviser has its principal offices located at 200 Crescent
Court, Suite 1200, Dallas, Texas
75201. The Westwood Sub-Adviser is a registered investment adviser formed in 1983. The
Westwood Sub-Adviser is a wholly owned subsidiary of Westwood Holdings Group, Inc., an
institutional asset management company and publicly held company listed on the NYSE.
The Adviser has entered into a Sub-Advisory Agreement with Gabelli Funds, LLC for the
TETON Westwood Mighty Mites Fund and TETON Convertible Securities Fund. The Gabelli
Sub-Adviser has its principal offices located at One Corporate Center, Rye, New York 10580-
1422. The Gabelli Sub-Adviser manages several other open-end and closed-end investment
companies in the Gabelli family of funds. The Gabelli Sub-Adviser is a New York limited
liability company and is a wholly owned subsidiary of GAMCO Investors, Inc., a publicly held
company listed on the OTCQX under the symbol GAMI.
B. Description of Advisory Services
The full-service discretionary investment management strategies offered by Teton are as follows:
Mutual Funds
The TETON Westwood Funds consist of investment strategies which can be found in the
prospectus for each of the mutual funds.
Separately Managed Accounts (“SMAs”
SMAs are managed using the Teton Small Cap Select Value Strategy which targets undervalued
small-cap companies that have market capitalization between $100 million and $3 billion at the
time of investment. The portfolio managers employ bottom-up fundamental research with an
emphasis on balance sheets, asset values, cash flow and earnings growth potential. Nicholas
Galluccio and Scott Butler serve as the portfolio managers.
C. Availability of Tailored Services for Clients
For those clients who establish separately managed accounts, Teton will tailor an account to the
needs of the client. The full-service discretionary investment management portfolios it offers
include a small cap style which focuses on companies in the following four categories:
unrecognized asset values, turnarounds, undervalued growth and emerging growth. The separate
accounts to be managed in the small cap or small-to-mid cap style will combine these four
elements in managing and structuring portfolios.
Some clients furnish Teton with guidelines as to their investment policies and objectives. Some
clients also impose restrictions on investing in certain securities or certain types of securities.
D. Wrap Fee Programs
From time-to-time, Teton is retained as the investment adviser under wrap fee or similar
arrangements offered by unaffiliated broker-dealers or investment advisers wherein the broker-
dealer or investment adviser may recommend retention of Teton as investment adviser and
provide the client with various services including trade execution without commission charge,
all for a single fee paid by the client to the broker-dealer. Teton's separately paid advisory fee
under such wrap fee arrangements differs from that offered to other clients. However, in
evaluating such an arrangement, clients should recognize that brokerage commissions for the
execution of transactions in the client's account are not negotiated by Teton and that Teton would
then be limited in its ability to obtain best price and execution. Clients should be aware of the
potential conflicts of interest arising from referral and directed brokerage practices.
Clients in these WRAP programs must look to the sponsor of the program to monitor best
execution. Teton has entered into wrap fee arrangements for accounts that are model portfolios.
That is, the selection of securities for the account and weighting of those holdings is based on the
portfolio holdings and transactions of another account that is being actively managed.
As part of its willingness to tailor accounts to specific client needs, Teton from time to time
agrees to provide investment management services on a basis that includes payment of all
brokerage commissions by Teton. Such arrangements are atypical and will have fees that reflect
the size of the account, and the degree of active management given to the portfolio.
E. Client Assets Under Management
As of December 31, 2023, Teton managed approximately $457 million of client assets on a
discretionary basis.