D. Investments in Partnerships, Offshore Funds and Variable Interest Entities ("VIEs")

The Company is general partner or co-general partner of various affiliated entities in which the Company has investments totaling $84.3 million, $83.9 million and $88.3 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively, and whose underlying assets consist primarily of marketable securities (the "affiliated entities"). We also have investments in unaffiliated entities of $13.5 million, $13.6 million and $14.3 million at September 30, 2013, December 31, 2012 and September 30, 2012, respectively (the "unaffiliated entities"). We evaluate each entity for the appropriate accounting treatment and disclosure. Certain of the affiliated entities, and none of the unaffiliated entities, are consolidated.

For those entities where consolidation is not deemed to be appropriate, we report them in our condensed consolidated statement of financial condition under the caption "Investments in partnerships". This caption includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting, as well as certain investments that the feeder funds hold that are carried at fair value, as described in Note C. The Company reflects the equity in earnings of these equity method investees and the change in fair value of the consolidated feeder funds ("CFFs") under the caption "Net gain from investments" on the condensed consolidated statements of income.

The following table highlights the number of entities, including voting interest entities ("VOEs"), that we consolidate as well as under which accounting guidance they are consolidated, including CFFs, which retain their specialized investment company accounting, partnerships and offshore funds.

Entities consolidated
	CFFs		Partnerships		Offshore Funds		Total
	VIEs	VOEs	VIEs	VOEs	VIEs	VOEs	VIEs	VOEs
Entities consolidated at December 31, 2011	1	2	-	1	-	1	1	4
Additional consolidated entities	-	-	-	-	-	-	-	-
Deconsolidated entities	-	-	-	-	-	-	-	-
Entities consolidated at September 30, 2012	1	2	-	1	-	1	1	4
Additional consolidated entities	-	-	-	-	-	-	-	-
Deconsolidated entities	-	-	-	-	-	-	-	-
Entities consolidated at December 31, 2012	1	2	-	1	-	1	1	4
Additional consolidated entities	-	-	-	-	-	-	-	-
Deconsolidated entities	-	-	-	-	-	-	-	-
Entities consolidated at September 30, 2013	1	2	-	1	-	1	1	4

At and for the nine months ended September 30, 2013 and 2012 and at December 31, 2012, one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the nine months ended September 30, 2013 and 2012 and at December 31, 2012, the two CFF VOEs, the one Partnership VOE and the one Offshore Fund VOE are consolidated because the unaffiliated partners or shareholders lack substantive rights, and the Company, as either the general partner or investment manager, is deemed to have control.

The following table breaks down the investments in partnerships line by accounting method, either fair value or equity method, and investment type.

	September 30, 2013
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	23,146	$	-	$	-	$	-	$	-	$	23,146
Equity Method		-		26,717		34,460		6,080		7,349		74,606

Total	$	23,146	$	26,717	$	34,460	$	6,080	$	7,349	$	97,752

	December 31, 2012
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	26,128	$	-	$	-	$	-	$	-	$	26,128
Equity Method		-		28,158		29,679		6,505		7,079		71,421

Total	$	26,128	$	28,158	$	29,679	$	6,505	$	7,079	$	97,549

	September 30, 2012
	Investment Type
	Affiliated						Unaffiliated
	Consolidated
Accounting method	Feeder Funds		Partnerships		Offshore Funds		Partnerships		Offshore Funds		Total

Fair Value	$	24,976	$	-	$	-	$	-	$	-	$	24,976
Equity Method		-		32,475		30,901		7,518		6,734		77,628

Total	$	24,976	$	32,475	$	30,901	$	7,518	$	6,734	$	102,604

The following table includes the net impact by line item on the condensed consolidated statements of financial condition for each category of entity consolidated (in thousands):

	September 30, 2013
	Prior to								Offshore
	Consolidation		CFFs			Partnerships			Funds			As Reported
Assets
Cash and cash equivalents	$	243,995	$	1,082		$	334		$	-		$	245,411
Investments in securities		240,113		-			7,400			(9,769	)		237,744
Investments in sponsored investment companies		43,677		-			11			-			43,688
Investments in partnerships		104,010		3,253			(9,511	)		-			97,752
Receivable from brokers		26,981		-			2,115			14,758			43,854
Investment advisory fees receivable		31,241		(8	)		(1	)		(81	)		31,151
Other assets		34,947		-			-			75			35,022
Total assets	$	724,964	$	4,327		$	348		$	4,983		$	734,622
Liabilities and equity
Securities sold, not yet purchased	$	7,577	$	-		$	-		$	148		$	7,725
Accrued expenses and other liabilities		161,394		1,146			32			2,567			165,139
Total debt		117,347		-			-			-			117,347
Redeemable noncontrolling interests		-		3,181			316			2,268			5,765
Total equity		438,646		-			-			-			438,646
Total liabilities and equity	$	724,964	$	4,327		$	348		$	4,983		$	734,622

	December 31, 2012
	Prior to								Offshore
	Consolidation		CFFs			Partnerships			Funds			As Reported
Assets
Cash and cash equivalents	$	189,743	$	-		$	865		$	-		$	190,608
Investments in securities		213,639		-			6,944			(1,740	)		218,843
Investments in sponsored investment companies		61,852		-			20			-			61,872
Investments in partnerships		100,164		5,388			(8,003	)		-			97,549
Receivable from brokers		25,972		-			1,480			23,203			50,655
Investment advisory fees receivable		42,425		9			(5	)		-			42,429
Other assets		32,673		(2,986	)		(1,000	)		90			28,777
Total assets	$	666,468	$	2,411		$	301		$	21,553		$	690,733
Liabilities and equity
Securities sold, not yet purchased	$	3,033	$	-		$	-		$	103		$	3,136
Accrued expenses and other liabilities		76,135		384			21			6,395			82,935
Total debt		216,366		-			-			-			216,366
Redeemable noncontrolling interests		-		2,027			280			15,055			17,362
Total equity		370,934		-			-			-			370,934
Total liabilities and equity	$	666,468	$	2,411		$	301		$	21,553		$	690,733

	September 30, 2012
	Prior to							Offshore
	Consolidation		CFFs		Partnerships			Funds			As Reported
Assets
Cash and cash equivalents	$	287,806	$	-	$	879		$	-		$	288,685
Investments in securities		222,489		-		6,908			6,048			235,445
Investments in sponsored investment companies		64,223		-		-			-			64,223
Investments in partnerships		109,801		1,540		(8,737	)		-			102,604
Receivable from brokers		27,597		-		1,255			26,307			55,159
Investment advisory fees receivable		29,182		6		(1	)		-			29,187
Other assets		23,047		9		-			212			23,268
Total assets	$	764,145	$	1,555	$	304		$	32,567		$	798,571
Liabilities and equity
Securities sold, not yet purchased	$	3,879	$	-	$	-		$	(23	)	$	3,856
Accrued expenses and other liabilities		100,774		68		30			14,123			114,995
Total debt		216,118		-		-			-			216,118
Redeemable noncontrolling interests		-		1,487		274			18,467			20,228
Total equity		443,374		-		-			-			443,374
Total liabilities and equity	$	764,145	$	1,555	$	304		$	32,567		$	798,571

The following table includes the net impact by line item on the condensed consolidated statements of income for each category of entity consolidated (in thousands):

	Three Months Ended September 30, 2013
	Prior to								Offshore
	Consolidation		CFFs			Partnerships			Funds			As Reported
Total revenues	$	96,620	$	(8	)	$	(1	)	$	(234	)	$	96,377
Total expenses		63,400		46			11			192			63,649
Operating income		33,220		(54	)		(12	)		(426	)		32,728
Total other income, net		17,404		94			31			462			17,991
Income before income taxes		50,624		40			19			36			50,719
Income tax provision		17,515		-			-			-			17,515
Net income		33,109		40			19			36			33,204
Net income attributable to noncontrolling interests		11		40			19			36			106
Net income attributable to GAMCO	$	33,098	$	-		$	-		$	-		$	33,098

	Three Months Ended September 30, 2012
	Prior to									Offshore
	Consolidation			CFFs			Partnerships			Funds			As Reported
Total revenues	$	82,489		$	(2	)	$	(1	)	$	(255	)	$	82,231
Total expenses		52,976			28			11			204			53,219
Operating income		29,513			(30	)		(12	)		(459	)		29,012
Total other income, net		(2,032	)		78			34			474			(1,446	)
Income before income taxes		27,481			48			22			15			27,566
Income tax provision		8,467			-			-			-			8,467
Net income		19,014			48			22			15			19,099
Net income attributable to noncontrolling interests		10			48			22			15			95
Net income attributable to GAMCO	$	19,004		$	-		$	-		$	-		$	19,004

	Nine Months Ended September 30, 2013
	Prior to									Offshore
	Consolidation			CFFs			Partnerships			Funds			As Reported
Total revenues	$	275,689		$	(20	)	$	(2	)	$	(819	)	$	274,848
Total expenses		178,858			134			36			581			179,609
Operating income		96,831			(154	)		(38	)		(1,400	)		95,239
Total other income, net		33,125			228			79			1,559			34,991
Income before income taxes		129,956			74			41			159			130,230
Income tax provision		46,434			-			-			-			46,434
Net income		83,522			74			41			159			83,796
Net income attributable to noncontrolling interests		(14	)		74			41			159			260
Net income attributable to GAMCO	$	83,536		$	-		$	-		$	-		$	83,536

	Nine Months Ended September 30, 2012
	Prior to									Offshore
	Consolidation			CFFs			Partnerships			Funds			As Reported
Total revenues	$	245,771		$	(4	)	$	(2	)	$	(761	)	$	245,004
Total expenses		158,146			76			30			361			158,613
Operating income		87,625			(80	)		(32	)		(1,122	)		86,391
Total other income, net		1,151			175			51			1,069			2,446
Income before income taxes		88,776			95			19			(53	)		88,837
Income tax provision		30,909			-			-			-			30,909
Net income		57,867			95			19			(53	)		57,928
Net income attributable to noncontrolling interests		(78	)		95			19			(53	)		(17	)
Net income attributable to GAMCO	$	57,945		$	-		$	-		$	-			57,945

Variable Interest Entities

We sponsor a number of investment vehicles where we are the general partner or investment manager. Certain of these vehicles are VIEs, but we are not the primary beneficiary, in all but one case, because we do not absorb a majority of the entities' expected losses or expected returns, and they are, therefore, not consolidated. We consolidate the one VIE where we are the primary beneficiary. The Company has not provided any financial or other support to those VIEs where we are not the primary beneficiary. The total net assets of these non-consolidated VIEs at September 30, 2013, December 31, 2012 and September 30, 2012 were $77.7 million, $75.0 million and $78.6 million, respectively. Our maximum exposure to loss as a result of our involvement with the nonconsolidated VIEs is limited to the investment in one VIE and the deferred carried interest that we have in another. On September 30, 2013, December 31, 2012 and September 30, 2012, we had an investment in one of the non-consolidated VIE offshore funds of approximately $9.9 million, $7.7 million and $8.2 million, respectively, which was included in investments in partnerships on the condensed consolidated statements of financial condition. On September 30, 2013, December 31, 2012 and September 30, 2012, we had a deferred carried interest in one of the non-consolidated VIE offshore funds of approximately $45,000, $45,000 and $42,000, respectively, which was included in investments in partnerships on the condensed consolidated statements of financial condition. Additionally, as the general partner or investment manager to these VIEs the Company earns fees in relation to these roles, which given a decline in AUMs of the VIEs would result in lower fee revenues earned by the Company which would be reflected on the condensed consolidated statement of income, condensed consolidated statement of financial condition and condensed consolidated statement of cash flows.

The assets of these VIEs may only be used to satisfy obligations of the VIEs. The following table presents the balances related to the VIE that is consolidated and is included on the condensed consolidated statements of financial condition as well as GAMCO's net interest in this VIE:

	September 30, 2013			December 31, 2012			September 30, 2012
(In thousands)
Cash and cash equivalents	$	1,082		$	-		$	-
Investments in partnerships		13,782			18,507			23,086
Accrued expenses and other liabilities		(1,088	)		(3,010	)		(15	)
Redeemable noncontrolling interests		-			(411	)		(962	)
GAMCO's net interests in consolidated VIE	$	13,776		$	15,086		$	22,109