UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-04873
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The Gabelli Growth Fund
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(Exact name of registrant as specified in charter)
One Corporate Center
Rye, New York 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, New York 10580-1422
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(Name and address of agent for service)
registrant's telephone number, including area code: 1-800-422-3554
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Date of fiscal year end: December 31, 2004
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Date of reporting period: June 30, 2004
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
THE GABELLI GROWTH FUND
SEMI-ANNUAL REPORT
JUNE 30, 2004
TO OUR SHAREHOLDERS,
During the second quarter of 2004, the Gabelli Growth Fund (the "Fund")
fell 0.1%, while the Standard & Poor's ("S&P") 500 Index and the Russell 1000
Growth Index rose 1.7% and 1.9%, respectively. For the six-month period ended
June 30, 2004, the Fund declined 0.2% versus gains of 3.4% and 2.7% for the S&P
500 Index and the Russell 1000 Growth Index, respectively.
Enclosed are the financial statements and the investment portfolio as of
June 30, 2004.
COMPARATIVE RESULTS
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AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2004 (A)
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YEAR TO SINCE
QUARTER DATE 1 YEAR 3 YEAR 5 YEAR 10 YEAR INCEPTION (B)
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Gabelli Growth Fund Class AAA ....... (0.08)% (0.16)% 17.83% (7.21)% (5.90)% 10.35% 11.89%
S&P 500 Index ....................... 1.72 3.44 19.10 (0.69) (2.20) 11.82 10.81
Russell 1000 Growth Index ........... 1.94 2.74 17.88 (3.74) (6.48) 10.11 N/A(c)
Class A ............................. (0.08) (0.16) 17.83 (7.21) (5.92) 10.33 11.88
(5.82)(d) (5.89((d) 11.06(d) (9.02)(d) (7.03)(d) 9.68(d) 11.49(d)
Class B ............................. (0.24) (0.52) 17.41 (7.32) (5.97) 10.31 11.87
(5.23)(e) (5.49)(e) 12.41(e) (8.25)(e) (6.16)(e) 10.31(e) 11.87(e)
Class C ............................. (0.28) (0.56) 17.36 (7.33) (5.98) 10.31 11.86
(1.28)(e) (1.56)(e) 16.36(e) (7.33)(e) (5.98)(e) 10.31(e) 11.86(e)
(a) Returns represent past performance and do not guarantee future results.
Total returns and average annual returns reflect changes in share price and
reinvestment of dividends and are net of expenses. Investment returns and
the principal value of an investment will fluctuate. When shares are
redeemed, they may be worth more or less than their original cost. The S&P
500 Index and the Russell 1000 Growth Index are unmanaged indicators of
stock market performance. Dividends are considered reinvested. Performance
for periods less than one year is not annualized. Current performance may
be lower or higher than the performance data presented. Visit
www.gabelli.com for performance information as of the most recent
month-end. Investors should consider the investment objectives, risks and
charges and expenses of the Fund before investing. The prospectus contains
more complete information about this and other matters and should be read
carefully before investing. The Class AAA Shares' net asset values are used
to calculate performance for the periods prior to the issuance of Class A
Shares, Class B Shares and Class C Shares on December 31, 2003. The actual
performance for the Class B and Class C Shares would have been lower due to
the additional expenses associated with these classes of shares.
(b) Performance is calculated from inception of Class AAA Shares on April 10,
1987.
(c) There is no data available for the Russell 1000 Growth Index prior to
August 31, 1992.
(d) Includes the effect of the maximum 5.75% sales charge at the beginning of
the period.
(e) Includes the effect of the applicable contingent deferred sales charge at
the end of the period shown for Class B and Class C Shares, respectively.
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We have separated the portfolio manager's commentary from the financial
statements and investment portfolio due to new corporate governance
regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to
ensure that the content of the portfolio manager's commentary is unrestricted.
The financial statements and investment portfolio are mailed separately. Both
the commentary and the financial statements, including the portfolio of
investments, will be available on our website at www.gabelli.com/funds.
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A description of the Fund's proxy voting policies and procedures and how the
Fund voted proxies relating to portfolio securities during the most recent
12-month period ended June 30, 2004 are available (i) without charge, upon
request, by calling 800-GABELLI (800-422-3554); (ii) by writing to The Gabelli
Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) on the Securities
and Exchange Commission's website at www.sec.gov.
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THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS -- JUNE 30, 2004 (UNAUDITED)
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MARKET
SHARES COST VALUE
------ ---- ------
COMMON STOCKS -- 99.3%
AEROSPACE -- 2.7%
178,500 General Dynamics Corp. ....... $ 12,357,265 $ 17,725,050
390,000 L-3 Communications
Holdings Inc. .............. 17,331,090 26,052,000
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29,688,355 43,777,050
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AVIATION: PARTS AND SERVICES -- 1.6%
280,000 United Technologies Corp. .... 24,573,724 25,614,400
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BROADCASTING -- 0.8%
336,600 Clear Channel
Communications Inc. ........ 11,215,436 12,437,370
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BUSINESS SERVICES -- 2.2%
260,000 CheckFree Corp.+ ............. 8,183,127 7,800,000
170,000 Cintas Corp. ................. 6,180,001 8,103,900
235,000 Fluor Corp. .................. 9,599,993 11,202,450
170,000 Iron Mountain Inc.+ .......... 7,901,474 8,204,200
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31,864,595 35,310,550
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CABLE AND SATELLITE -- 0.8%
753,823 DIRECTV Group Inc.+ .......... 21,988,808 12,890,373
-------------- --------------
COMMUNICATIONS EQUIPMENT -- 2.8%
1,186,000 Cisco Systems Inc.+ .......... 15,410,444 28,108,200
238,000 Qualcomm Inc. ................ 10,461,395 17,369,240
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25,871,839 45,477,440
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COMPUTER HARDWARE -- 1.5%
680,000 Dell Inc.+ ................... 18,421,644 24,357,600
-------------- --------------
COMPUTER SOFTWARE AND SERVICES -- 6.5%
90,000 Adobe Systems Inc. ........... 4,050,300 4,185,000
1,865,000 Microsoft Corp. .............. 50,654,144 53,264,400
715,000 Symantec Corp.+ .............. 20,976,735 31,302,700
300,000 VERITAS Software Corp.+ ...... 9,554,025 8,310,000
240,000 Yahoo! Inc.+ ................. 6,439,421 8,719,200
-------------- --------------
91,674,625 105,781,300
-------------- --------------
CONSUMER PRODUCTS -- 2.4%
150,000 Coach Inc.+ .................. 6,122,991 6,778,500
115,000 eBay Inc.+ ................... 4,547,001 10,574,250
270,000 Harley-Davidson Inc. ......... 11,802,656 16,723,800
100,000 Procter & Gamble Co. ......... 5,262,462 5,444,000
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27,735,110 39,520,550
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DIVERSIFIED INDUSTRIAL -- 1.5%
275,000 3M Co. ....................... 22,165,218 24,752,750
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ELECTRONICS -- 12.1%
430,000 Analog Devices Inc. .......... 26,842,400 20,244,400
705,000 Applied Materials Inc.+ ...... 9,516,435 13,832,100
1,285,000 Intel Corp. .................. 60,894,557 35,466,000
335,000 KLA-Tencor Corp.+ ............ 14,261,675 16,542,300
620,000 Linear Technology Corp. ...... 18,585,568 24,471,400
695,000 Microchip Technology Inc. .... 15,658,852 21,920,300
MARKET
SHARES COST VALUE
------ ---- ------
2,501,617 Taiwan Semiconductor
Manufacturing Co.
Ltd., ADR .................. $ 15,851,626 $ 20,788,439
926,000 Texas Instruments Inc. ....... 45,851,334 22,390,680
590,000 Xilinx Inc. .................. 15,992,433 19,652,900
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223,454,880 195,308,519
-------------- --------------
ENERGY AND UTILITIES -- 8.5%
140,000 Anadarko Petroleum Corp. ..... 7,785,284 8,204,000
376,000 Apache Corp. ................. 11,731,355 16,374,800
180,000 BP plc, ADR .................. 9,432,834 9,642,600
420,000 Burlington Resources Inc. .... 12,394,764 15,195,600
380,000 Murphy Oil Corp. ............. 16,442,405 28,006,000
645,000 Occidental Petroleum Corp. ... 19,722,431 31,224,450
470,000 Schlumberger Ltd. ............ 19,910,201 29,849,700
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97,419,274 138,497,150
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ENTERTAINMENT -- 6.1%
485,000 Electronic Arts Inc.+ ........ 23,376,890 26,456,750
3,325,000 Time Warner Inc.+ ............ 96,128,541 58,453,500
405,851 Viacom Inc., Cl. B ........... 17,077,585 14,496,998
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136,583,016 99,407,248
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FINANCIAL SERVICES -- 12.6%
240,000 American Express Co. ......... 9,940,417 12,331,200
460,000 American International
Group Inc. ................. 27,589,789 32,788,800
870,000 Citigroup Inc. ............... 38,166,878 40,455,000
135,000 Goldman Sachs Group Inc. ..... 13,053,391 12,711,600
615,000 Merrill Lynch & Co. Inc. ..... 31,080,218 33,197,700
520,900 Northern Trust Corp. ......... 29,373,995 22,023,652
1,140,000 Schwab (Charles) Corp. ....... 15,118,704 10,955,400
773,800 State Street Corp. ........... 39,268,504 37,947,152
20,000 UBS AG ....................... 1,529,040 1,421,200
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205,120,936 203,831,704
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FOOD AND BEVERAGE -- 6.5%
250,000 Cheesecake Factory Inc.+ ..... 8,720,016 9,947,500
10,000 Coca-Cola Co. ................ 392,510 504,800
50,000 Panera Bread Co., Cl. A+ ..... 2,166,990 1,794,000
480,000 PepsiCo Inc. ................. 23,586,356 25,862,400
72,800 RARE Hospitality
International Inc.+ ........ 2,014,972 1,812,720
470,000 Starbucks Corp.+ ............. 11,358,412 20,435,600
745,000 Sysco Corp. .................. 21,869,361 26,723,150
180,000 Whole Foods Market Inc. ...... 8,923,174 17,181,000
40,000 Wild Oats Markets Inc.+ ...... 576,900 562,800
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79,608,691 104,823,970
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HEALTH CARE -- 16.9%
40,000 Affymetrix Inc.+ ............. 1,294,580 1,309,200
100,000 Alcon Inc. ................... 7,879,007 7,865,000
773,000 Amgen Inc.+ .................. 40,247,601 42,182,610
180,000 Biomet Inc. .................. 7,622,619 7,999,200
See accompanying notes to financial statements.
2
THE GABELLI GROWTH FUND
PORTFOLIO OF INVESTMENTS (CONTINUED) -- JUNE 30, 2004 (UNAUDITED)
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MARKET
SHARES COST VALUE
------ ---- ------
COMMON STOCKS (CONTINUED)
HEALTH CARE (CONTINUED)
60,000 Caremark Rx Inc.+ ............ $ 1,988,464 $ 1,976,400
10,000 Cephalon Inc.+ ............... 533,859 540,000
90,000 Edwards Lifesciences Corp.+ .. 3,217,819 3,136,500
160,000 Eli Lilly & Co. .............. 11,866,797 11,185,600
70,000 Express Scripts Inc.+ ........ 5,459,075 5,546,100
30,000 Fisher Scientific
International Inc.+ ........ 1,802,621 1,732,500
210,000 Guidant Corp. ................ 14,520,590 11,734,800
60,000 IDEXX Laboratories Inc.+ ..... 3,881,496 3,776,400
80,000 Invitrogen Corp.+ ............ 5,885,443 5,759,200
444,000 Johnson & Johnson ............ 23,759,047 24,730,800
810,000 Medtronic Inc. ............... 38,451,795 39,463,200
1,237,500 Pfizer Inc. .................. 43,513,930 42,421,500
165,000 St. Jude Medical Inc.+ ....... 10,713,132 12,482,250
160,000 Stryker Corp. ................ 7,823,341 8,800,000
540,000 UnitedHealth Group Inc. ...... 28,119,707 33,615,000
90,000 Zimmer Holdings Inc.+ ........ 7,435,795 7,938,000
-------------- --------------
266,016,718 274,194,260
-------------- --------------
PUBLISHING -- 1.4%
217,500 McGraw-Hill Companies Inc. ... 10,398,124 16,653,975
160,000 News Corp. Ltd., ADR ......... 6,080,042 5,667,200
-------------- --------------
16,478,166 22,321,175
-------------- --------------
RETAIL -- 8.9%
410,000 Bed Bath & Beyond Inc.+ ...... 14,644,031 15,764,500
40,000 Best Buy Co. Inc. ............ 2,172,818 2,029,600
320,000 Target Corp. ................. 12,756,887 13,590,400
646,577 The Home Depot Inc. .......... 22,132,997 22,759,510
953,400 Tiffany & Co. ................ 19,252,785 35,132,790
290,000 Wal-Mart Stores Inc. ......... 17,433,874 15,300,400
1,090,000 Walgreen Co. ................. 37,682,271 39,468,900
-------------- --------------
126,075,663 144,046,100
-------------- --------------
TRANSPORTATION -- 1.4%
160,000 C.H. Robinson
Worldwide Inc. ............. 6,765,564 7,334,400
140,000 Expeditors International of
Washington Inc. ............ 6,507,142 6,917,400
120,000 United Parcel Service Inc.,
Cl. B ...................... 8,540,295 9,020,400
-------------- --------------
21,813,001 23,272,200
-------------- --------------
MARKET
SHARES COST VALUE
------ ---- ------
WIRELESS COMMUNICATIONS -- 2.1%
680,000 Nextel Communications Inc.,
Cl. A+ ..................... $ 13,763,429 $ 18,128,800
685,000 Vodafone Group plc, ADR ...... 13,997,363 15,138,500
-------------- --------------
27,760,792 33,267,300
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TOTAL COMMON STOCKS .......... 1,505,530,491 1,608,889,009
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PRINCIPAL
AMOUNT
-------
U.S. GOVERNMENT OBLIGATIONS -- 0.4%
$6,324,000 U.S. Treasury Bills,
0.994% to 1.004%++,
07/08/04 to 07/15/04 ....... 6,322,515 6,322,515
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TOTAL INVESTMENTS -- 99.7% ... $1,511,853,006 1,615,211,524
==============
OTHER ASSETS AND LIABILITIES (NET) -- 0.3% .... 4,788,860
--------------
NET ASSETS -- 100.0% .......................... $1,620,000,384
==============
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For Federal tax purposes:
Aggregate cost ................................ $1,511,853,006
==============
Gross unrealized appreciation ................. $231,358,717
Gross unrealized depreciation ................. (128,000,199)
--------------
Net unrealized appreciation ................... $ 103,358,518
==============
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+ Non-income producing security.
++ Represents annualized yield at date of purchase.
ADR - American Depository Receipt.
See accompanying notes to financial statements.
3
THE GABELLI GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2004 (UNAUDITED)
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ASSETS:
Investments, at value (cost $1,511,853,006) ........... $ 1,615,211,524
Cash .................................................. 968
Dividends and reclaims receivable ..................... 1,249,364
Receivable for investments sold ....................... 21,846,607
Receivable for Fund shares sold ....................... 569,436
Other assets .......................................... 31,483
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TOTAL ASSETS .......................................... 1,638,909,382
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LIABILITIES:
Payable for Fund shares redeemed ...................... 527,269
Payable for investments purchased ..................... 15,630,063
Payable for investment advisory fees .................. 1,336,869
Payable for distribution fees ......................... 334,379
Other accrued expenses ................................ 1,080,418
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TOTAL LIABILITIES ..................................... 18,908,998
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NET ASSETS applicable to 65,037,187
shares outstanding .................................. $ 1,620,000,384
===============
NET ASSETS CONSIST OF:
Shares of beneficial interest,
at $0.01 par value .................................. $ 650,371
Additional paid-in capital ............................ 2,707,057,674
Accumulated net investment loss ....................... (5,694,457)
Accumulated net realized loss on investments
and foreign currency transactions .................. (1,185,371,722)
Net unrealized appreciation on investments
and foreign currency transactions .................. 103,358,518
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TOTAL NET ASSETS ...................................... $ 1,620,000,384
===============
SHARES OF BENEFICIAL INTEREST:
CLASS AAA:
Net Asset Value, offering and redemption price
per share ($1,619,715,784 / 65,025,722
shares outstanding) ................................. $24.91
======
CLASS A:
Net Asset Value, offering and redemption
price per share ($20,810 / 835.3
shares outstanding) ................................. $24.91
======
Maximum offering price per share
(NAV / 0.9425, based on maximum
sales charge of 5.75% of the
offering price at June 30, 2004) .................... $26.43
======
CLASS B:
Net Asset Value, offering and redemption
price per share ($239,680 / 9,658
shares outstanding) ................................. $24.82(a)
======
CLASS C:
Net Asset Value, offering and redemption
price per share ($24,110 / 971.7
shares outstanding) ................................. $24.81(a)
======
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(a) Redemption price varies based on length of time held.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME:
Dividends (net of foreign taxes of $187,016) .............. $ 7,069,099
Interest .................................................. 72,442
-----------
TOTAL INVESTMENT INCOME ................................... 7,141,541
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EXPENSES:
Investment advisory fees .................................. 8,717,216
Distribution fees -- Class AAA ............................ 2,179,089
Distribution fees -- Class A .............................. 7
Distribution fees -- Class B .............................. 807
Distribution fees -- Class C .............................. 27
Shareholder services fees ................................. 1,298,709
Shareholder communications expenses ....................... 338,700
Custodian fees ............................................ 128,366
Legal and audit fees ...................................... 36,980
Trustees' fees ............................................ 28,118
Registration fees ......................................... 21,096
Miscellaneous expenses .................................... 86,883
-----------
TOTAL EXPENSES ............................................ 12,835,998
-----------
NET INVESTMENT LOSS ....................................... (5,694,457)
-----------
NET REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS:
Net realized loss on investments .......................... (783,548)
Net change in unrealized appreciation/
depreciation on investments ............................. 3,743,756
-----------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS .......................................... 2,960,208
-----------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS ......................................... $(2,734,249)
===========
See accompanying notes to financial statements.
4
THE GABELLI GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
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SIX MONTHS ENDED
JUNE 30, 2004 YEAR ENDED
(UNAUDITED) DECEMBER 31, 2003
---------------- -----------------
OPERATIONS:
Net investment loss ..................................................... $ (5,694,457) $ (10,245,651)
Net realized loss on investments ........................................ (783,548) (351,352,120)
Net change in unrealized appreciation/depreciation on investments and
foreign currency transactions ........................................ 3,743,756 833,859,516
-------------- --------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ......... (2,734,249) 472,261,745
-------------- --------------
SHARES OF BENEFICIAL INTEREST TRANSACTIONS:
Class AAA ............................................................... (259,010,681) (266,620,685)
Class A ................................................................. 20,613 --
Class B ................................................................. 243,719 --
Class C ................................................................. 23,604 --
-------------- --------------
Net decrease in net assets from shares of beneficial interest transactions (258,722,745) (266,620,685)
-------------- --------------
NET INCREASE/(DECREASE) IN NET ASSETS ................................... (261,456,994) 205,641,060
NET ASSETS:
Beginning of period ..................................................... 1,881,457,378 1,675,816,318
-------------- --------------
End of period ........................................................... $1,620,000,384 $1,881,457,378
============== ==============
See accompanying notes to financial statements.
5
THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
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1. ORGANIZATION. The Gabelli Growth Fund (the "Fund") was organized on October
24, 1986 as a Massachusetts business trust. The Fund is a diversified, open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Fund's primary objective is capital
appreciation. The Fund commenced investment operations on April 10, 1987.
2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in
accordance with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates. The following is a summary of significant accounting policies
followed by the Fund in the preparation of its financial statements.
SECURITY VALUATION. Portfolio securities listed or traded on a nationally
recognized securities exchange or traded in the U.S. over-the-counter market for
which market quotations are readily available are valued at the last quoted sale
price or a market's official closing price as of the close of business on the
day the securities are being valued. If there were no sales that day, the
security is valued at the average of the closing bid and asked prices or, if
there were no asked prices quoted on that day, then the security is valued at
the closing bid price on that day. If no bid or asked prices are quoted on such
day, the security is valued at the most recently available price or, if the
Board of Trustees (the "Board") so determines, by such other method as the Board
shall determine in good faith, to reflect its fair market value. Portfolio
securities traded on more than one national securities exchange or market are
valued according to the broadest and most representative market, as determined
by Gabelli Funds, LLC (the "Adviser").
Portfolio securities primarily traded on foreign markets are generally valued at
the preceding closing values of such securities on their respective exchanges or
if after the close, market conditions change significantly, certain foreign
securities may be fair valued pursuant to procedures established by the Board.
Debt instruments that are not credit impaired with remaining maturities of 60
days or less are valued at amortized cost, unless the Board determines such does
not reflect the securities' fair value, in which case these securities will be
valued at their fair value as determined by the Board. Debt instruments having a
maturity greater than 60 days for which market quotations are readily available
are valued at the latest average of the bid and asked prices. If there were no
asked prices quoted on such day, the security is valued using the closing bid
price. Futures contracts are valued at the official closing settlement price of
the exchange or board of trade on which the applicable contract is traded.
Securities and assets for which market quotations are not readily available are
valued at their fair value as determined in good faith under procedures
established by and under the general supervision of the Board. Fair valuation
methodologies and procedures may include, but are not limited to: analysis and
review of available financial and non-financial information about the company;
comparisons to the valuation and changes in valuation of similar securities,
including a comparison of foreign securities to the equivalent U.S. dollar value
ADR securities at the close of the U.S. exchange; and evaluation of any other
information that could be indicative of the value of the security.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are
accounted for on the trade date with realized gain or loss on investments
determined by using the identified cost method. Interest income (including
amortization of premium and accretion of discount) is recorded as earned.
Dividend income is recorded on the ex-dividend date.
6
THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders are recorded on the ex-dividend date. Income and long-term capital
gain distributions are determined in accordance with Federal income tax
regulations, which may differ from accounting principles generally accepted in
the United States. These differences are primarily due to differing treatments
of income and gains on various investment securities held by the Fund, timing
differences and differing characterization of distributions made by the Fund.
For the year ended December 31, 2003, reclassifications were made to decrease
accumulated net investment loss by $10,245,651, with an offsetting adjustment to
additional paid-in capital. No distributions were made in 2003.
EXPENSES. Certain administrative expenses are common to, and allocated among the
Classes of Shares. Such allocations are made on the basis of average net assets
or other criteria directly affecting the expenses as determined by the Adviser
pursuant to procedures established by the Board.
PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). It is the Fund's policy to comply with the
requirements of the Code applicable to regulated investment companies and to
distribute substantially all of its net investment company taxable income and
net capital gains. Therefore, no provision for Federal income taxes is required.
As of December 31, 2003, the components of accumulated earnings/(losses) on a
tax basis were as follows:
Accumulated capital loss carryforward ....... $(1,162,162,476)
Net unrealized appreciation ................. 77,189,063
---------------
Total accumulated loss ...................... $(1,084,973,413)
===============
The difference between book basis and tax basis unrealized appreciation is
attributable primarily to the tax deferral of losses on wash sales.
The Fund has a net capital loss carryforward for Federal income tax purposes at
December 31, 2003 of $1,162,162,476. This capital loss carryforward is available
to reduce future distributions of net capital gains to shareholders. $68,961,980
of the loss carryforward is available through 2009; $743,150,002 is available
through 2010; and $350,050,494 is available through 2011.
3. INVESTMENT ADVISORY AGREEMENT. The Fund has entered into an investment
advisory agreement (the "Advisory Agreement") with the Adviser which provides
that the Fund will pay the Adviser a fee, computed daily and paid monthly, at
the annual rate of 1.00% of the value of the Fund's average daily net assets. In
accordance with the Advisory Agreement, the Adviser provides a continuous
investment program for the Fund's portfolio, oversees the administration of all
aspects of the Fund's business and affairs and pays the compensation of all
Officers and Trustees of the Fund who are its affiliates.
4. DISTRIBUTION PLAN. The Fund's Board has adopted a distribution plan (the
"Plan") for each class of shares pursuant to Rule 12b-1 under the 1940 Act.
Gabelli & Company, Inc. ("Gabelli & Company"), an affiliate of the Adviser,
serves as distributor of the Fund. Under the Class AAA, A, B and C Share Plans,
payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%,
1.00% and 1.00%, respectively, of the average daily net assets of those Classes,
the annual limitations under each Plan. Such payments are accrued daily and paid
monthly.
5. PORTFOLIO SECURITIES. Purchases and sales of securities for the six months
ended June 30, 2004, other than short term securities, aggregated $236,114,492
and $499,113,927, respectively.
7
THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
6. TRANSACTIONS WITH AFFILIATES. During the six months ended June 30, 2004,
Gabelli & Company received $131 from investors representing commissions (sales
charges and underwriting fees) on sales and redemptions of Fund shares.
The cost of calculating the Fund's net asset value per share is a Fund expense
pursuant to the Advisory Agreement. During the six months ended June 30, 2004,
the Fund reimbursed the Adviser $17,400 in connection with the cost of computing
the Fund's net asset value which is included in miscellaneous expenses in the
Statement of Operations.
7. LINE OF CREDIT. The Fund has access to an unsecured line of credit of up to
$25,000,000 from the custodian for temporary borrowing purposes. Borrowings
under this arrangement bear interest at 0.75% above the Federal Funds rate on
outstanding balances. During the six months ended June 30, 2004 there were no
borrowings from the line of credit.
8. SHARES OF BENEFICIAL INTEREST. The Fund offers four classes of shares --
Class AAA Shares, Class A Shares, Class B Shares and Class C Shares. Class AAA
Shares are offered through selected broker/dealers without a sales charge. Class
A Shares are subject to a maximum front-end sales charge of 5.75%. Class B
Shares are subject to a contingent deferred sales charge (CDSC) upon redemption
within six years of purchase and automatically convert to Class A Shares after
eight years of the original purchase. The applicable CDSC is equal to a
declining percentage of the lesser of the net asset value per share at the date
of original purchase or at the date of redemption, based on the length of time
held. Class C Shares are subject to a 1% CDSC for two years after purchase (one
year beginning May 1, 2004).
Transactions in shares of beneficial interest were as follows:
SIX MONTHS ENDED
JUNE 30, 2004 YEAR ENDED
(UNAUDITED) DECEMBER 31, 2003
----------------------------- -----------------------------
SHARES AMOUNT SHARES AMOUNT
----------- ------------- ----------- -------------
CLASS AAA CLASS AAA
----------------------------- -----------------------------
Shares sold ......... 5,357,650 $ 134,084,737 14,775,159 $ 306,104,714
Shares redeemed ..... (15,743,536) (393,095,418) (27,593,891) (572,725,399)
----------- ------------- ----------- -------------
Net decrease .... (10,385,886) $(259,010,681) (12,818,732) $(266,620,685)
=========== ============= =========== =============
CLASS A
-----------------------------
Shares sold ......... 836 $ 20,638
Shares redeemed ..... (1) (25)
----------- -------------
Net increase .... 835 $ 20,613
=========== =============
CLASS B
-----------------------------
Shares sold ......... 9,658 $ 243,719
Shares redeemed ..... -- --
----------- -------------
Net increase .... 9,658 $ 243,719
=========== =============
CLASS C
-----------------------------
Shares sold ......... 972 $ 23,604
Shares redeemed ..... -- --
----------- -------------
Net increase .... 972 $ 23,604
=========== =============
8
THE GABELLI GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED)
- --------------------------------------------------------------------------------
9. OTHER MATTERS. On October 7, 2003, the Fund's Adviser received a subpoena
from the Attorney General of the State of New York requesting information on
mutual fund shares trading practices. The Adviser has also received requests for
information from the SEC regarding mutual fund trading practices and valuation
of portfolio securities. The Adviser has responded to the requests. The Fund
does not believe that these matters will have a material adverse effect on the
Fund's financial position or the results of its operations.
10. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of
indemnifications. The Fund's maximum exposure under these arrangements is
unknown. However, the Fund has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
9
THE GABELLI GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout call
period.
INCOME
FROM INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------------------ ----------------------------
Net
Net Asset Realized and Total Net Net Asset
Period Value, Net Unrealized from Realized Value,
Ended Beginning Investment Gain/(Loss) on Investment Gain on Total End of
December 31 of Period Loss Investments Operations Investments Distributions Period
- ------------ --------- ---------- ----------- ------------ ----------- ------------- ------
CLASS AAA
2004(e)(f) $24.95 $(0.08) $ 0.04 $(0.04) -- -- $24.91
2003 18.99 (0.14) 6.10 5.96 -- -- 24.95
2002 28.68 (0.17) (9.52) (9.69) -- -- 18.99
2001 37.79 (0.23) (8.88) (9.11) $ 0.00(a) $ 0.00(a) 28.68
2000 46.51 (0.24) (4.64) (4.88) (3.84) (3.84) 37.79
1999 35.40 (0.23) 16.50 16.27 (5.16) (5.16) 46.51
CLASS A (B)
2004(d)(e)(f) $24.95 $(0.08) $ 0.04 $(0.04) -- -- $24.91
CLASS B (B)
2004(d)(e)(f) $24.95 $(0.17) $ 0.04 $(0.13) -- -- $24.82
CLASS C (B)
2004(d)(e)(f) $24.95 $(0.16) $ 0.02 $(0.14) -- -- $24.81
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA
-----------------------------------------------------------
Net Assets
Period End of Net Portfolio
Ended Total Period Investment Operating Turnover
December 31 Return+ (in 000's) Loss Expenses Rate
- ------------ ------- ---------- ----- -------- ----
CLASS AAA
2004(e)(f) (0.2)% $1,619,716 (0.65)%(c) 1.47%(c) 14%
2003 31.4 1,881,457 (0.60) 1.47 42
2002 (33.8) 1,675,816 (0.68) 1.43 30
2001 (24.1) 2,948,390 (0.71) 1.40 26
2000 (10.6) 3,833,807 (0.63) 1.38 55
1999 46.3 3,158,448 (0.68) 1.37 52
CLASS A (B)
2004(d)(e)(f) (0.2)% $21 (0.65)%(c) 1.47%(c) 14%
CLASS B (B)
2004(d)(e)(f) (0.5)% $239 (1.35)%(c) 2.22%(c) 14%
CLASS C (B)
2004(d)(e)(f) (0.6)% $24 (1.33)%(c) 2.22%(c) 14%
- -------------------------------------
+ Total return represents aggregate total return of a hypothetical $1,000
investment at the beginning of the period and sold at the end of the period
including reinvestment of dividends. Total return for the period of less
than one year is not annualized.
(a) Amount represents less than $0.005 per share.
(b) Class A, Class B and Class C Shares were initially offered on December 31,
2003.
(c) Annualized.
(d) From December 31, 2003.
(e) Per share amounts have been calculated using the average daily shares
outstanding method.
(f) For the period ended June 30, 2004; unaudited.
See accompanying notes to financial statements.
10
GABELLI FAMILY OF FUNDS
VALUE ________________________________________
GABELLI ASSET FUND
Seeks to invest primarily in a diversified portfolio of common stocks selling at
significant discounts to their private market value. The Fund's primary
objective is growth of capital. (MULTICLASS)
PORTFOLIO MANAGER: MARIO J. GABELLI, CFA
GABELLI BLUE CHIP VALUE FUND
Seeks long term growth of capital through investment primarily in the common
stocks of established companies which are temporarily out of favor. The fund's
objective is to identify a catalyst or sequence of events that will return the
company to a higher value.
(MULTICLASS) PORTFOLIO MANAGER: BARBARA MARCIN, CFA
GABELLI WESTWOOD EQUITY FUND
Seeks to invest primarily in the common stock of well-seasoned companies that
have recently reported positive earnings surprises and are trading below
Westwood's proprietary growth rate estimates. The Fund's primary objective is
capital appreciation.
(MULTICLASS) PORTFOLIO MANAGER: SUSAN M. BYRNE
FOCUSED VALUE ______________________________
GABELLI VALUE FUND
Seeks to invest in securities of companies believed to be undervalued. The
Fund's primary objective is long-term capital appreciation. (MULTICLASS)
PORTFOLIO MANAGER: MARIO J. GABELLI, CFA
SMALL CAP VALUE ____________________________
GABELLI SMALL CAP FUND
Seeks to invest primarily in common stock of smaller companies (market
capitalizations less than $1 billion) believed to have rapid revenue and
earnings growth potential. The Fund's primary objective is capital appreciation.
(MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA
GABELLI WESTWOOD SMALLCAP EQUITY FUND
Seeks to invest primarily in smaller capitalization equity securities - market
caps of $2.5 billion or less. The Fund's primary objective is long-term capital
appreciation. (MULTICLASS) TEAM MANAGED
GABELLI WOODLAND SMALL CAP VALUE FUND
Seeks to invest primarily in the common stocks of smaller companies (market
capitalizations less than $1.5 billion) believed to be undervalued with
shareholder oriented management teams that are employing strategies to grow the
company's value. The Fund's primary objective is capital appreciation.
(MULTICLASS) PORTFOLIO MANAGER: ELIZABETH M. LILLY, CFA
GROWTH ______________________________________
GABELLI GROWTH FUND
Seeks to invest primarily in large cap stocks believed to have favorable, yet
undervalued, prospects for earnings growth. The Fund's primary objective is
capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: HOWARD F. WARD, CFA
GABELLI INTERNATIONAL GROWTH FUND
Seeks to invest in the equity securities of foreign issuers with long-term
capital appreciation potential. The Fund offers investors global
diversification. (MULTICLASS) PORTFOLIO MANAGER: CAESAR BRYAN
AGGRESSIVE GROWTH _________________________
GABELLI GLOBAL GROWTH FUND
Seeks capital appreciation through a disciplined investment program focusing on
the globalization and interactivity of the world's marketplace. The Fund invests
in companies at the forefront of accelerated growth. The Fund's primary
objective is capital appreciation. (MULTICLASS) TEAM MANAGED
MICRO-CAP ___________________________________
GABELLI WESTWOOD MIGHTY MITES(SM) FUND
Seeks to invest in micro-cap companies that have market capitalizations of $300
million or less. The Fund's primary objective is long-term capital appreciation.
(MULTICLASS) TEAM MANAGED
EQUITY INCOME _______________________________
GABELLI EQUITY INCOME FUND
Seeks to invest primarily in equity securities with above market average yields.
The Fund pays monthly dividends and seeks a high level of total return with an
emphasis on income. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA
GABELLI WESTWOOD BALANCED FUND
Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The
Fund's primary objective is both capital appreciation and current income.
(MULTICLASS) CO-PORTFOLIO MANAGERS: SUSAN M. BYRNE
MARK FREEMAN, CFA
GABELLI WESTWOOD REALTY FUND
Seeks to invest in securities that are primarily engaged in or related to the
real estate industry. The Fund's primary objective is long-term capital
appreciation. (MULTICLASS) PORTFOLIO MANAGER: SUSAN M. BYRNE
SPECIALTY EQUITY ____________________________
GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
Seeks to invest principally in bonds and preferred stocks which are convertible
into common stock of foreign and domestic companies. The Fund's primary
objective is total return through a combination of current income and capital
appreciation. (MULTICLASS) TEAM MANAGED
GABELLI GLOBAL OPPORTUNITY FUND
Seeks to invest in common stock of companies which have rapid growth in revenues
and earnings and potential for above average capital appreciation or are
undervalued. The Fund's primary objective is capital appreciation.
(MULTICLASS) TEAM MANAGED
SECTOR ______________________________________
GABELLI GLOBAL TELECOMMUNICATIONS FUND
Seeks to invest in telecommunications companies throughout the world - targeting
undervalued companies with strong earnings and cash flow dynamics. The Fund's
primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED
GABELLI GOLD FUND
Seeks to invest in a global portfolio of equity securities of gold mining and
related companies. The Fund's objective is long-term capital appreciation.
Investment in gold stocks is considered speculative and is affected by a variety
of world-wide economic, financial and political factors. (MULTICLASS)
PORTFOLIO MANAGER: CAESAR BRYAN
GABELLI UTILITIES FUND
Seeks to provide a high level of total return through a combination of capital
appreciation and current income. (MULTICLASS) TEAM MANAGED
MERGER AND ARBITRAGE _____________________
GABELLI ABC FUND
Seeks to invest in securities with attractive opportunities for appreciation or
investment income. The Fund's primary objective is total return in various
market conditions without excessive risk of capital loss.
(NO-LOAD) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA
CONTRARIAN_________________________________
Gabelli Mathers Fund
Seeks long-term capital appreciation in various market conditions without
excessive risk of capital loss. (CLASS AAA-NO-LOAD)
PORTFOLIO MANAGER: HENRY VAN DER EB, CFA
COMSTOCK CAPITAL VALUE FUND
Seeks capital appreciation and current income. The Fund may use either long or
short positions to achieve its objective.
(MULTICLASS) PORTFOLIO MANAGER: MARTIN WEINER, CFA
COMSTOCK STRATEGY FUND
The Fund emphasizes investments in debt securities, which maximize total return
in light of credit risk, interest rate risk, and the risk associated with the
length of maturity of the debt instrument. (MULTICLASS)
PORTFOLIO MANAGER: MARTIN WEINER, CFA
QUANTITATIVE_________________________________
NED DAVIS RESEARCH ASSET ALLOCATION FUND
Seeks to achieve returns greater then the weighted composite benchmark
consisting of 60% in the S&P 500 Index and 40% in the Lehman Long Term U.S.
Government Bond Index through a flexible asset allocation strategy. The Fund's
primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED
FIXED INCOME ________________________________
GABELLI WESTWOOD INTERMEDIATE BOND FUND
Seeks to invest in a diversified portfolio of bonds with various maturities. The
Fund's primary objective is total return.
(MULTICLASS) PORTFOLIO MANAGER: MARK FREEMAN, CFA
CASH MANAGEMENT-MONEY MARKET __________
GABELLI U.S. TREASURY MONEY MARKET FUND
Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund's
primary objective is to provide high current income consistent with the
preservation of principal and liquidity. (NO-LOAD)
PORTFOLIO MANAGER: JUDITH A. RANERI
THE TREASURER'S FUND
Three money market portfolios designed to generate superior returns without
compromising portfolio safety. U.S. Treasury Money Market seeks to invest in
U.S. Treasury securities and repurchase agreements. Tax Exempt Money Market
seeks to invest in municipal securities. Domestic Prime Money Market seeks to
invest in prime quality, domestic money market instruments.
(NO-LOAD) PORTFOLIO MANAGER: JUDITH A. RANERI
THE GLOBAL FUNDS INVEST IN FOREIGN SECURITIES WHICH INVOLVE RISKS NOT ORDINARILY
ASSOCIATED WITH INVESTMENTS IN DOMESTIC ISSUES, INCLUDING CURRENCY FLUCTUATION,
ECONOMIC AND POLITICAL RISKS.
AN INVESTMENT IN THE ABOVE MONEY MARKET FUNDS IS NEITHER INSURED NOR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY. ALTHOUGH
THE FUNDS SEEK TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT
IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS.
TO RECEIVE A PROSPECTUS, CALL 800-GABELLI (422-3554). INVESTORS SHOULD
CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE
FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE COMPLETE INFORMATION
ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING.
THE GABELLI GROWTH FUND
One Corporate Center
Rye, New York 10580-1422
800-GABELLI
800-422-3554
FAX: 914-921-5118
WEBSITE: WWW.GABELLI.COM
E-MAIL: INFO@GABELLI.COM
Net Asset Value available daily by calling
800-GABELLI after 6:00 P.M.
BOARD OF TRUSTEES
Mario J. Gabelli, CFA Karl Otto Pohl
CHAIRMAN AND CHIEF FORMER PRESIDENT
INVESTMENT OFFICER DEUTSCHE BUNDESBANK
GABELLI ASSET MANAGEMENT INC.
Anthony J. Colavita Anthony R. Pustorino
ATTORNEY-AT-LAW CERTIFIED PUBLIC ACCOUNTANT
ANTHONY J. COLAVITA, P.C. PROFESSOR EMERITUS
PACE UNIVERSITY
James P. Conn Anthony Torna
FORMER CHIEF INVESTMENT OFFICER MAXIM GROUP LLC
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.
Dugald A. Fletcher Anthonie C. van Ekris
PRESIDENT MANAGING DIRECTOR
FLETCHER & COMPANY, INC. BALMAC INTERNATIONAL, INC.
John D. Gabelli Salvatore J. Zizza
SENIOR VICE PRESIDENT CHAIRMAN, HALLMARK ELECTRICAL
GABELLI & COMPANY, INC. SUPPLIES CORP.
Robert J. Morrissey
ATTORNEY-AT-LAW
MORRISSEY, HAWKINS & LYNCH
OFFICERS AND PORTFOLIO MANAGER
Bruce N. Alpert Howard F. Ward, CFA
PRESIDENT AND TREASURER PORTFOLIO MANAGER
James E. McKee
SECRETARY
DISTRIBUTOR
Gabelli & Company, Inc.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
State Street Bank and Trust Company
LEGAL COUNSEL
Skadden, Arps, Slate, Meagher & Flom LLP
- --------------------------------------------------------------------------------
This report is submitted for the general information of the shareholders of The
Gabelli Growth Fund. It is not authorized for distribution to prospective
investors unless preceded or accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
GAB406Q204SR
[MARIO GABELLI PHOTO OMITTED]
THE
GABELLI
GROWTH
FUND
SEMI-ANNUAL REPORT
JUNE 30, 2004
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Board of Trustees has a Nominating Committee comprised of two
"non-interested" (as such term is defined by the Investment Company Act of 1940,
as amended) Trustees, namely Anthony J. Colavita, and Salvatore J. Zizza. The
Nominating Committee is responsible for identifying individuals believed to be
qualified to become Board members in the event that a position is vacated or
created. The Nominating Committee will consider Trustees candidates recommended
by shareholders. In considering candidates submitted by shareholders, the
Nominating Committee will take into consideration the needs of the Board of
Trustees, the qualifications of the candidate and the interests of shareholders.
The Nominating Committee may also take into consideration the number of shares
held by the recommending shareholder and the length of time that such shares
have been held. To have a candidate considered by the Nominating Committee, a
shareholder must submit the recommendation in writing and must include the
following information:
o The name of the shareholder and evidence of the person's ownership of
shares of the Fund, including the number of shares owned and the
length of time of ownership;
o The name of the candidate, the candidate's resume or a listing of his
or her qualifications to be a Trustees of the Fund and the person's
consent to be named as a Trustees if selected by the Nominating
Committee and nominated by the Board of Trustees; and
o If requested by the Nominating Committee, a completed and signed
directors questionnaire.
The shareholder recommendation and information described above must be sent to
the Fund's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be received
by the Secretary no less than 120 days prior to the anniversary date of the
Fund's most recent annual meeting of shareholders or, if the meeting has moved
by more than 30 days, a reasonable amount of time before the meeting.
The Nominating Committee believes that the minimum qualifications for serving as
a Trustees of the Fund are that the individual demonstrate, by significant
accomplishment in his or her field, an ability to make a meaningful contribution
to the Board of Trustees' oversight of the business and affairs of the Fund and
have an impeccable record and reputation for honest and ethical conduct in both
his or her professional and personal activities. In addition, the Nominating
Committee examines a candidate's specific experiences and skills, time
availability in light of other commitments, potential conflicts of interest and
independence from management and the Fund. The Nominating Committee also seeks
to have the Board of Trustees represent a diversity of backgrounds and
experience.
ITEM 10. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
half-year (the registrant's second fiscal half-year in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
ITEM 11. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) The Gabelli Growth Fund
-------------------------------------------------------------------
By (Signature and Title)* /s/ BRUCE N. ALPERT
-------------------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date September 7, 2004
----------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ BRUCE N. ALPERT
-------------------------------------------------------
Bruce N. Alpert, Principal Executive Officer and
Principal Financial Officer
Date September 7, 2004
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.