Exhibit 99.1

LETTER OF TRANSMITTAL

ASSOCIATED CAPITAL GROUP, INC.

OFFER TO EXCHANGE

SHARES OF CLASS A COMMON STOCK

OF

GAMCO INVESTORS, INC.

WHICH ARE BENEFICIALLY OWNED BY ASSOCIATED CAPITAL GROUP, INC.

FOR UP TO

1,800,000 OUTSTANDING SHARES OF CLASS A COMMON STOCK

OF

ASSOCIATED CAPITAL GROUP, INC.

(subject to the terms and conditions described in the prospectus/offer to exchange and this letter of transmittal)

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 29, 2018, UNLESS THE OFFER IS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.

Pursuant to the offer by Associated Capital Group, Inc. (“Associated Capital,” “AC Group” or “AC”) to exchange 1,800,000 shares of AC Class A common stock, par value $0.001 per share (“AC Class A common stock”), for outstanding shares of GAMCO Investors, Inc. (“GAMCO” or “GBL”) Class A common stock, par value $0.001 per share (“GAMCO Class A common stock”) that Associated Capital beneficially owns, the undersigned encloses herewith and tenders the following certificate(s) representing shares of AC Class A common stock:

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	Shares Tendered (Attach additional signed list if necessary)
	Share Certificate Number(s)(1)	Total Number of Shares Represented by Certificate(s)	Total Number of Shares Represented by Direct Registration	Total Number of Shares Tendered(1)
	Total Shares

(1) Unless otherwise indicated, it will be assumed that all shares represented by any certificates or Direct Registration shares delivered to the exchange agent (defined below) are being tendered. See Instruction 4.

SCAN TO CA VOLUNTARY COY ACGI

The exchange agent for the offer is:

Computershare Trust Company, N.A.

250 Royall Street Suite V

Canton, Massachusetts 02021

IF CERTIFICATE(S) HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED, PLEASE SEE INSTRUCTION 10.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT.

If certificates representing shares of AC Class A common stock are not immediately available or a stockholder cannot deliver such certificates and all other required documents to the exchange agent on or prior to the expiration date or a stockholder cannot complete the book-entry transfer procedures on or prior to the expiration date, a stockholder may nevertheless tender his/her shares of AC Class A common stock according to the guaranteed delivery procedures set forth in the prospectus/offer to exchange in the section entitled “Exchange Offer Procedures — Procedures for Tendering.” Please see Instruction 2.

Delivery of documents to The Depository Trust Company (“DTC”) will not constitute delivery to the exchange agent.

THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

The offer (described below) is not being made to (nor will tender of shares be accepted from or on behalf of) stockholders in any jurisdiction where it would be illegal to do so.

TENDER OF SHARES

☐  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:____________________________________

DTC Participant Number:________________ Transaction Code Number:_______________

☐  CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered Owner(s):___________________________________________________

Window Ticket Number (if any) or DTC Participant Number:____________________________

Date of Execution of Notice of Guaranteed Delivery:___________________________________

Name of Institution which Guaranteed Delivery:_______________________________________

Ladies and Gentlemen:

Associated Capital Group, Inc. (“Associated Capital,” “AC Group” or “AC”) is offering, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange, dated September 27, 2018 (the “prospectus/​offer to exchange”), and in this letter of transmittal, to exchange 1,800,000 shares of AC Class A common stock, par value $0.001 per share (“AC Class A common stock”), for outstanding shares of GAMCO Investors, Inc. (“GAMCO” or “GBL”) Class A common stock, par value $0.001 per share (“GAMCO Class A common stock”) that Associated Capital beneficially owns, which are validly tendered by AC stockholders in the offer and not properly withdrawn, together with cash in lieu of any fractional shares of GAMCO Class A common stock, without interest and less any applicable withholding taxes (such offer, on the terms and subject to the conditions and procedures described in the prospectus/offer to exchange and this letter of transmittal, together with any amendments or supplements thereto, the “offer” or the “exchange offer”).

Tendering AC stockholders will not receive any fractional GAMCO Class A common stock in the offer, and each AC stockholder who otherwise would be entitled to receive a fraction of a GAMCO Class A common stock pursuant to the offer will be paid an amount in cash (rounded to the nearest whole cent) without interest, equal to the product of: (i) such fraction, multiplied by (ii) $24.34.

If, on the expiration date (as defined below) of the exchange offer, the exchange offer is oversubscribed, AC will accept on a pro rata basis, in proportion to the number of shares of AC Class A common stock tendered, all shares of AC Class A common stock validly tendered and not properly withdrawn.

This letter of transmittal is to be used for tendering shares of AC Class A common stock to Associated Capital pursuant to the offer. AC stockholders may use this letter of transmittal to tender shares of AC Class A common stock held in certificated form, with certificates evidencing such shares to be forwarded to Computershare Trust Company, N.A. (the “exchange agent”) with this letter of transmittal. AC stockholders may also use this letter of transmittal to tender shares of AC Class A common stock held in electronic book-entry form, except that return of this letter of transmittal to the exchange agent is not required if a message is transmitted by The Depository Trust Company (“DTC”) to, and is received by, the exchange agent, forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of this letter of transmittal and that Associated Capital may enforce this agreement against such participant (an “Agent’s Message”). In each case, tendering AC stockholders should follow the other instructions set forth in this letter of transmittal and in the prospectus/offer to exchange, including the section of the prospectus/offer to exchange entitled “Exchange Offer Procedures — Procedures for Tendering.”

The offer is scheduled to expire at 5:00 p.m., New York City time, on October 29, 2018, unless the offer is extended or earlier terminated. “Expiration date” means 5:00 p.m., New York City time, on October 29, 2018, unless and until Associated Capital has terminated or extended the period during which the offer is open, in which event the term “expiration date” means the latest time and date at which the offer, as so extended or terminated by Associated Capital, will expire.  AC stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours prior to the expiration date.

By signing and returning this letter of transmittal, or, in the case of book-entry transfer, through delivery of an Agent’s Message, the undersigned elects to tender his, her or its shares of AC Class A common stock pursuant to the foregoing.

Upon the terms and subject to the conditions of the offer (and, if the offer is extended, amended or supplemented, the terms or the conditions of any such extension, amendment or supplement), and effective upon acceptance for exchange of the shares of AC Class A common stock tendered herewith in accordance with the terms of the offer, the undersigned hereby sells, assigns and transfers to or upon the order of Associated Capital all right, title and interest in and to any and all of the shares of AC Class A common stock that are being tendered hereby (and any and all dividends, distributions, rights, other shares of AC Class A common stock or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints the exchange agent the true and lawful agent of the undersigned with respect to such shares of AC Class A common stock (and any and all Distributions), with full power of substitution, to (1) deliver certificates for such shares of AC Class A common stock (and any and all Distributions) or transfer ownership of such shares of AC Class A common stock (and any and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Associated Capital, (2) present such shares of AC Class A common stock (and any and all Distributions) for transfer on the books of AC and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of AC Class A common stock (and any and all Distributions), all in accordance with the terms of the offer.

The undersigned hereby irrevocably appoints the designees of Associated Capital as the undersigned’s agents, attorneys-in-fact and proxies, each with full power of substitution, to exercise to the fullest extent the rights of the undersigned with respect to all of the shares of AC Class A common stock tendered hereby (and any Distributions) that have been accepted for exchange by Associated Capital. All such powers of attorney and proxies shall be considered irrevocable and coupled with an interest in the tendered shares of AC Class A common stock (and all Distributions relating thereto). Such appointment will be effective when, and only to the extent that, Associated Capital accepts such shares of AC Class A common stock for exchange. Such acceptance for exchange will, without further action, revoke any prior powers of attorney and proxies given by the undersigned at any time with respect to such shares of AC Class A common stock (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given or executed by the undersigned with respect thereto (and, if given or executed, will not be deemed effective). The designees of Associated Capital will, with respect to the shares of AC Class A common stock (and any and all Distributions) for which the appointment is effective, be empowered to exercise all voting, consent and other rights of such stockholder as they in their discretion may deem proper at any annual or special meeting of AC stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Associated Capital reserves the right to require that, in order for the shares of AC Class A common stock to be deemed validly tendered, immediately upon Associated Capital’s acceptance of shares of AC Class A common stock for exchange, Associated Capital must be able to exercise full voting, consent and other rights with respect to such shares of AC Class A common stock (and any and all Distributions).

The undersigned hereby represents and warrants that (1) the undersigned owns the tendered shares of AC Class A common stock (and any and all other shares of AC Class A common stock or other securities issued or issuable in respect of such shares of AC Class A common stock); (2) the undersigned has the full power and authority to tender, sell, assign and transfer the tendered shares of AC Class A common stock (and any and all other shares of AC Class A common stock or other securities issued or issuable in respect of such shares of AC Class A common stock); and (3) when the same are accepted for exchange by Associated Capital, Associated Capital will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned, upon request, will execute and deliver all additional documents deemed by the exchange agent or Associated Capital to be necessary or desirable to complete the sale, assignment and transfer of the shares of AC Class A common stock tendered hereby (and any and all Distributions). In addition, the undersigned will remit and transfer promptly to the exchange agent for the account of Associated Capital all Distributions in respect of the shares of AC Class A common stock tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Associated Capital will be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire consideration for the shares of AC Class A common stock tendered hereby or deduct from such consideration the amount or value of such Distribution as determined by Associated Capital in its sole discretion.

All authority herein conferred or agreed to be conferred will survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder will be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the prospectus/offer to exchange, this tender is irrevocable.

The undersigned understands that the valid tender of shares of AC Class A common stock pursuant to any of the procedures described in the section of the prospectus/offer to exchange entitled “Exchange Offer Procedures — Procedures for Tendering” and in the instructions hereto will constitute a binding agreement between the undersigned and Associated Capital upon the terms and subject to the conditions of the offer (and, if the offer is extended, amended or supplemented, the terms or the conditions of any such extension, amendment or supplement). The undersigned recognizes that, under the circumstances set forth in the prospectus/offer to exchange, Associated Capital may not be required to accept for exchange any of the shares of AC Class A common stock tendered hereby.

The undersigned understands that the delivery and surrender of shares of AC Class A common stock that the undersigned has tendered is not effective, and the risk of loss of such shares of AC Class A common stock does not pass to the exchange agent, unless and until the exchange agent receives this letter of transmittal, properly completed and duly executed, or, in the case of book-entry transfer, an Agent’s Message, together with all accompanying evidences of authority in form satisfactory to Associated Capital and any other required documents, together with any certificates representing tendered shares of AC Class A common stock. THE UNDERSIGNED UNDERSTANDS THAT ASSOCIATED CAPITAL’S INTERPRETATION OF THE TERMS AND CONDITIONS OF THE OFFER (INCLUDING THIS LETTER OF TRANSMITTAL AND THE INSTRUCTIONS HERETO) WILL BE FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDED THAT APPLICABLE SECURITYHOLDERS MAY CHALLENGE ANY SUCH DETERMINATION IN A COURT OF COMPETENT JURISDICTION. ALL QUESTIONS AS TO THE FORM OF DOCUMENTS AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF ANY SHARES OF AC CLASS A COMMON STOCK WILL BE DETERMINED BY ASSOCIATED CAPITAL IN ITS SOLE DISCRETION, WHICH DETERMINATION WILL BE FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDED THAT APPLICABLE SECURITYHOLDERS MAY CHALLENGE ANY SUCH DETERMINATION IN A COURT OF COMPETENT JURISDICTION. The undersigned also understands that no tender of shares of AC Class A common stock will be deemed validly made until all defects and irregularities with respect thereto have been cured or waived. In addition, the undersigned understands that none of Associated Capital, GAMCO or any of their respective affiliates or assigns, or the exchange agent identified on the back page of this letter of transmittal, or any other person is or will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification.

Unless otherwise indicated under “Special Issuance or Payment Instructions,” the undersigned hereby requests that the GAMCO Class A common stock and a check for cash paid in lieu of any fractional GAMCO Class A common stock, and the return of any certificates for the shares of AC Class A common stock not tendered or not accepted for exchange, be in the name(s) of the undersigned (and, in the case of shares of AC Class A common stock tendered by book-entry transfer, by credit to the applicable account at DTC appearing above in the box titled “Description of Shares Tendered”). The undersigned recognizes that Associated Capital has no obligation, pursuant to the “Special Issuance or Payment Instructions,” to transfer any shares of AC Class A common stock from the name of the registered holder(s) thereof if Associated Capital does not accept for exchange any of the shares of AC Class A common stock so tendered.

Similarly, unless otherwise indicated under “Special Delivery Instructions,” the undersigned hereby requests that the GAMCO Class A common stock and a check for cash paid in lieu of any fractional GAMCO Class A common stock, and any certificates for the shares of AC Class A common stock not tendered or not accepted for exchange (and any accompanying documents, as appropriate) be mailed to the undersigned at the address(es) of the registered holder(s) appearing above in the box titled “Description of Shares Tendered.”

In the event that the boxes titled “Special Issuance or Payment Instructions” and “Special Delivery Instructions” are both completed, the undersigned hereby requests that the certificates for the GAMCO Class A common stock (or, at Associated Capital’s election, evidence of direct registration of the GAMCO Class A common stock), and a check for cash in lieu of any fractional GAMCO Class A common stock, and the return of any certificates evidencing shares of AC Class A common stock not tendered or not accepted for exchange, be issued in the name(s) of and mailed to the person(s) so indicated. Stockholders tendering shares of AC Class A common stock by book-entry transfer may request that shares of AC Class A common stock not exchanged be credited to such account at DTC as such stockholder may designate under “Special Issuance or Payment Instructions.” If no such instructions are given, any such shares of AC Class A common stock not exchanged will be returned by crediting the account at the book-entry transfer facility designated herein.

SPECIAL ISSUANCE OR PAYMENT		SPECIAL DELIVERY INSTRUCTIONS
INSTRUCTIONS (See Instructions 1, 5, 6 and 7)		(See Instructions 1, 5 and 7)
To be completed ONLY if the GAMCO Class A common stock and the check for cash payable in lieu of any fractional AC Class A common stock pursuant to the offer (without interest and less applicable withholding taxes), or if certificates for the shares of AC Class A common stock not tendered or not accepted for exchange, are to be issued in the name of someone other than the registered holder(s) listed above in the box titled “Description of Shares Tendered,” or if shares tendered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than that designated above.		To be completed ONLY if the GAMCO Class A common stock and the check for cash payable in lieu of any fractional GAMCO Class A common stock pursuant to the offer (without interest and less applicable withholding taxes), or if certificates for the shares of AC Class A common stock not tendered or not accepted for exchange, are to be sent to an address other than the address(es) of the registered holder(s) listed above in the box titled “Description of Shares Tendered.”
Issue as follows:	□ GAMCO Class A common stock	Mail as follows:	□ GAMCO Class A common stock
	□ Check □ AC Class A common stock Certificate(s) to:		□ Check □ AC Class A common stock Certificate(s) to:
Name		Name
(Please Print)		(Please Print)
Address		Address
(Include Zip Code)		(Include Zip Code)
Area Code and		Area Code and
Telephone No.		Telephone No.
Taxpayer Identification or Social Security No.		Taxpayer Identification or Social Security No.
Credit shares tendered by book-entry transfer that are not accepted for exchange to the DTC account set forth below
(DTC Account Number) (Also complete the enclosed IRS Form W-9 or an appropriate IRS Form W-8, as applicable)		(Also complete the enclosed IRS Form W-9 or an appropriate IRS Form W-8, as applicable)

 

 Place medallion guarantee in space below:TOCKHOLDER: SIGN HERE (Please complete and

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 

1. Guarantee of Signatures.   No signature guarantee is required on this letter of transmittal (1) if this letter of transmittal is signed by the registered holder(s) (which term, for purposes of this document, includes any participant in DTC’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the shares of AC Class A common stock) of shares of AC Class A common stock and such holder(s) have not completed either the box titled “Special Issuance or Payment Instructions” or the box titled “Special Delivery Instructions” on this letter of transmittal or (2) if shares of AC Class A common stock are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “eligible institution”). In all other cases, all signatures on this letter of transmittal must be guaranteed by an eligible institution. See also Instruction 5.

2. Requirements of Tender.   This letter of transmittal is to be completed and signed by AC stockholders, with any required signature guarantees, and returned to the exchange agent, together with certificates of AC Class A common stock, if any, a properly completed Internal Revenue Service (the “IRS”) Form W-9 or IRS Form W-8, as applicable, and any other documents required by this letter of transmittal or the exchange agent, except that this letter of transmittal does not need to be used if an Agent’s Message is utilized. An “Agent’s Message” is a message transmitted by DTC to, and received by, the exchange agent, forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the DTC participant tendering the shares that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of this letter of transmittal and that Associated Capital may enforce this agreement against such participant. For an AC stockholder to validly tender shares of AC Class A common stock pursuant to the offer, the exchange agent must receive on or prior to the expiration date this letter of transmittal, properly completed and duly executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by this letter of transmittal, together with any certificates representing tendered shares of AC Class A common stock, at one of the exchange agent’s addresses set forth on the back cover of this letter of transmittal. See also the section of the prospectus/offer to exchange entitled “Exchange Offer Procedures — Procedures for Tendering.”

Stockholders of AC whose stock certificates are not immediately available or who cannot deliver all other required documents to the exchange agent on or prior to the expiration date or who cannot complete the procedures for book-entry transfer on or prior to the expiration date may nevertheless tender their shares of AC Class A common stock by properly completing and duly executing a notice of guaranteed delivery on or prior to the expiration date pursuant to the guaranteed delivery procedure set forth in the section of the prospectus/offer to exchange entitled “Exchange Offer Procedures — Procedures for Tendering.” Pursuant to such procedure: (a) such tender of AC Class A common stock must be made by or through an eligible institution, (b) a properly completed and duly executed notice of guaranteed delivery with respect to such shares of AC Class A common stock substantially in the form provided by Associated Capital must be received by the exchange agent on or prior to the expiration date, and (c) the stock certificates (or a book-entry confirmation) evidencing all tendered shares of AC Class A common stock, in proper form for transfer, in each case together with this letter of transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this letter of transmittal are received by the exchange agent at one of its addresses set forth herein within two business days after the date of execution of such notice of guaranteed delivery.

THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING AC CLASS A COMMON STOCK, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION AND THE RISK OF THE TENDERING AC STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. AC STOCKHOLDERS MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING NORMAL BUSINESS HOURS ON OR PRIOR TO THE EXPIRATION DATE.

Associated Capital will not accept any alternative, conditional or contingent tenders, and no fractional shares of AC Class A common stock will be accepted for exchange. By executing this letter of transmittal, or, in the case of book-entry transfer, through delivery of an Agent’s Message, the tendering stockholder waives any right to receive any notice of the acceptance for exchange of the tendered shares of AC Class A common stock.

If you hold AC Class A common stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should not use this letter of transmittal to direct the tender of your shares, but instead should follow the instructions sent to you by that institution. That institution must notify DTC and cause it to transfer the shares into the exchange agent’s account in accordance with DTC procedures. If that institution holds shares of AC Class A common stock through DTC, it must also ensure that the exchange agent receives a DTC confirmation and an Agent’s Message from DTC confirming the book-entry transfer of your shares of AC Class A common stock.

3. Inadequate Space.   If the space provided herein under “Description of Shares Tendered” is inadequate, the number of shares of AC Class A common stock tendered and/or the certificate numbers evidencing such shares of AC Class A common stock, if applicable, should be listed on a separate signed schedule and attached hereto.

4. Partial Tenders.   If fewer than all the shares of AC Class A common stock evidenced by any certificate or by direct registration delivered to the exchange agent are to be tendered hereby, fill in the number of shares of AC Class A common stock that are to be tendered in the box titled “Total Number of Shares Tendered.” In such case, a new certificate or direct registration evidencing the remainder of the shares of AC Class A common stock that were not tendered will be sent to the registered holder(s) at the address(es) listed above in the box titled “Description of Shares Tendered” herein, as soon as practicable after the expiration date. All shares of AC Class A common stock delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures; Stock Powers and Endorsements.

(a) Exact Signatures.   If this letter of transmittal is signed by the registered holder(s) of the shares of AC Class A common stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates evidencing such shares of AC Class A common stock without alteration, enlargement or any change whatsoever.

(b) Joint Holders.   If any of the shares of AC Class A common stock tendered hereby are held of record by two or more persons, all such persons must sign this letter of transmittal.

(c) Different Names on Certificates.   If any of the shares of AC Class A common stock tendered hereby are registered in different names, it will be necessary to complete, sign and submit as many separate letters of transmittal as there are different registrations of such shares of AC Class A common stock.

(d) Endorsements.   If this letter of transmittal is signed by the registered holder(s) of the shares of AC Class A common stock tendered hereby, no endorsements of certificates evidencing such shares of AC Class A common stock or separate stock powers are required unless the AC Class A common stock are to be issued to, or certificates evidencing shares of AC Class A common stock that are not tendered or not accepted for exchange are to be issued in the name of, a person other than the registered holder(s). Signatures on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution.

If this letter of transmittal or any certificate evidencing shares of AC Class A common stock or stock power are executed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Associated Capital of such person so to act must be submitted.

6. Stock Transfer Taxes.   Except as otherwise provided in this Instruction 6, Associated Capital will pay any stock transfer tax with respect to the transfer of any shares of AC Class A common stock to them pursuant to the offer (for the avoidance of doubt, transfer taxes do not include U.S. federal income or withholding taxes). If, however, the consideration is to be paid to, or if certificate(s) evidencing shares of AC Class A common stock not tendered or not accepted for exchange are to be issued in the name of, any person other than the registered holder(s), or if tendered certificate(s) evidencing shares of AC Class A common stock are registered in the name of any person other than the person(s) signing this letter of transmittal, the amount of any stock transfer or similar taxes (whether imposed on the registered holder(s) or such other person or otherwise) payable on account of the transfer to such other person then satisfactory evidence will need to be provided to Associated Capital indicating that such taxes have been paid or are not applicable is submitted. Except as otherwise provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this letter of transmittal.

7. Special Issuance or Payment and Delivery Instructions.   If certificates for (or, at Associated Capital’s election, evidence of direct registration of) the GAMCO Class A common stock and, if applicable, any shares of AC Class A common stock not tendered or not accepted for exchange or a check for cash in lieu of any fractional share of GAMCO Class A common stock are to be issued in the name of a person other than the registered holder(s) listed above in the box titled “Description of Shares Tendered,” or are to be sent to someone other than the registered holder(s) listed above in the box titled “Description of Shares Tendered” or to the registered holder(s) listed above in the box titled “Description of Shares Tendered” at an address other than that listed above in the box titled “Description of Shares Tendered,” the appropriate boxes on this letter of transmittal should be completed and the signature will need to be guaranteed as described under Instruction 1.

8. Tax Withholding.   Under U.S. federal income tax laws, the exchange agent may be required to withhold a portion of any payments made to certain AC stockholders pursuant to the offer. In order to avoid such backup withholding, each AC stockholder that is a United States person (within the meaning of the Internal Revenue Code of 1986, as amended, a “United States person”) must provide the exchange agent with such stockholder’s correct taxpayer identification number (“TIN”) and certify that such stockholder is not subject to such backup withholding by completing the enclosed IRS Form W-9 or otherwise establish a basis for exemption from backup withholding. If the exchange agent is not provided with such stockholder’s correct TIN or an adequate basis for exemption from backup withholding before payment is made, payments of cash made to such stockholder may be subject to backup withholding at the applicable rate and such stockholder may be subject to a penalty imposed by the IRS. See the enclosed IRS Form W-9 and the instructions thereto for additional information.

Certain stockholders or payees (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exempt stockholders or payees that are United States persons should indicate their exempt status on the enclosed IRS Form W-9. An AC stockholder or other payee that is not a United States person may qualify as an exempt recipient by providing the exchange agent with a properly completed appropriate IRS Form W-8, signed under penalties of perjury, attesting to such stockholder’s foreign status or by otherwise establishing an exemption. An appropriate IRS Form W-8 may be obtained from the exchange agent or the IRS website (www.irs.gov). Failure to complete IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause shares of AC Class A common stock to be deemed invalidly tendered, but may require the exchange agent to withhold a portion of the amount of any payments made pursuant to the offer. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability, if any, of a person subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in the overpayment of taxes, a payee may claim a refund or credit by timely submitting the required information to the IRS.

FAILURE TO COMPLETE AND RETURN THE ENCLOSED IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE PURSUANT TO THE OFFER.

9. Requests for Additional Copies.   Questions and requests for assistance or additional copies of the prospectus/offer to exchange, this letter of transmittal and the notice of guaranteed delivery should be directed to AC at its address and telephone numbers set forth on the back page of this letter of transmittal. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the offer.

10. Mutilated, Lost, Destroyed or Stolen Certificates.   If any certificate representing the shares of AC Class A common stock to be tendered has been mutilated, lost, destroyed or stolen, the stockholder should promptly notify Computershare Trust Company, N.A., the exchange agent for AC, at 1-800-736-3001, prior to submitting this letter of transmittal. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). The transfer agent will provide such holders with all necessary forms and instructions to replace any mutilated, lost, stolen or destroyed certificates. This letter of transmittal and related documents cannot be processed until the mutilated, lost, destroyed or stolen certificates have been replaced and the replacement certificates have been delivered to the exchange agent in accordance with the instructions contained in this letter of transmittal. AC stockholders should allow sufficient time for the replacement of any mutilated, lost, destroyed or stolen stock certificates and the subsequent tender of such replacement certificates before the expiration date.

11. Waiver of Conditions.   Associated Capital reserves the absolute right to waive any condition, in whole or in part, of the offer to the extent permitted by applicable law except as specified in the prospectus/offer to exchange.

12. Irregularities.   All questions as to form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of shares of AC Class A common stock and any notice of withdrawal will be determined by Associated Capital in its sole discretion, which determinations shall be final and binding to the fullest extent permitted by law, provided that applicable securityholders may challenge any such determination in a court of competent jurisdiction. Associated Capital reserves the absolute right to reject any or all tenders of shares of AC Class A common stock it determines not to be in proper form or the acceptance of or exchange for which may, in the opinion of their counsel, be unlawful. Associated Capital also reserves the absolute right to waive any defect or irregularity in the tender of any shares of AC Class A common stock of any particular AC stockholder, whether or not similar defects or irregularities are waived in the case of other AC stockholders. No tender of shares of AC Class A common stock will be deemed to be properly made until all defects and irregularities with respect thereto have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Associated Capital shall determine. None of Associated Capital, GAMCO, their respective affiliates and associates, the exchange agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders of shares of AC Class A common stock, or to waive any such defect or irregularity, and none of them will incur any liability for failure to give any such notice or waiver. Associated Capital’s interpretation of the terms and conditions of the offer, including this letter of transmittal, will be final and binding to the fullest extent permitted by law, provided that applicable securityholders may challenge any such determination in a court of competent jurisdiction.

IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE AND CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE ON OR PRIOR TO THE EXPIRATION DATE.

If Associated Capital becomes aware of any jurisdiction in which the making of the offer or the tender of shares of AC Class A common stock in connection therewith would not be in compliance with applicable law, Associated Capital will make a good faith effort to comply with any such law. If, after such good faith effort, Associated Capital cannot comply with any such law, the offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares of AC Class A common stock in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Associated Capital by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

 

 

transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an

 

 

The exchange agent for the offer is:

Computershare Trust Company, N.A.

250 Royall Street, Suite V

Canton, Massachusetts 02021

Questions or requests for assistance may be directed to AC at its address and telephone numbers set forth below. Requests for additional copies of the prospectus/offer to exchange, this letter of transmittal and the notice of guaranteed delivery may be directed to AC at the address and telephone numbers set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the offer.

Associated Capital Group, Inc.

One Corporate Center

Rye, New York 10580-1422

(203) 629-9595