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 811-04494 ---------- The Gabelli Asset Fund ------------------------------------------------------------ (Exact name of registrant as specified in charter) One Corporate Center Rye, New York 10580-1422 ------------------------------------------------------------ (Address of principal executive offices) (Zip code) Bruce N. Alpert Gabelli Funds, LLC One Corporate Center Rye, New York 10580-1422 ------------------------------------------------------------ (Name and address of agent for service) registrant's telephone number, including area code: 1-800-422-3554 --------------- Date of fiscal year end: December 31 ------------ Date of reporting period: December 31, 2004 ------------------ 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. [PHOTO OMITTED] THE GABELLI ASSET FUND ANNUAL REPORT DECEMBER 31, 2004 THE GABELLI ASSET FUND ANNUAL REPORT DECEMBER 31, 2004 TO OUR SHAREHOLDERS: The Sarbanes-Oxley Act requires a Fund's principal executive and financial officers to certify the entire contents of the semi-annual and annual shareholder reports in a filing with the Securities and Exchange Commission on Form N-CSR. This certification would cover the portfolio manager's commentary and subjective opinions if they are attached to or a part of the financial statements. Many of these comments and opinions would be difficult or impossible to certify. Because we do not want our portfolio managers to eliminate their opinions and/or restrict their commentary to historical facts, we have separated their commentary from the financial statements and investment portfolio and have sent it to you separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. Enclosed are the audited financial statements and the investment portfolio as of December 31, 2004 with a description of factors that affected the performance during the past year. PERFORMANCE DISCUSSION Through most of the first ten months of 2004, it appeared equity investors wouldn't be experiencing a very merry Christmas. Then a strong, broad based market rally that began in late October and extended through the end of the year put everyone in a festive mood. We are pleased to report that for the full year 2004, the Gabelli Asset Fund returned 16.5% compared to the Dow Jones Industrial Average's 5.4% gain and the S&P 500's 10.87% advance. In this context, we note that the Gabelli Asset Fund outpaced the broad benchmarks for the one, three, five, ten and fifteen year and since inception periods. As noted above, equity investors spent most of the first ten months of 2004 finding things to worry about. Early in the year it was the economy, as anemic job growth caused investors to question the strength and endurance of the recovery. As we headed into the spring it was interest rates, as surprisingly strong March employment data convinced investors the Federal Reserve would soon begin tightening. From July through October, it was back to the economy, which stalled suddenly in the summer and remained soft through the early fall. Throughout this period, rapidly rising oil prices and uncertainty created by what appeared to be a "too close to call" presidential election also undermined investor confidence. Late in October, the market started to improve. Oil prices declined significantly and the economy regained momentum. The conclusive Republican victory eliminated uncertainty regarding government policies on certain issues. Investors focused on the positives -- a sturdy economy and respectable corporate earnings growth -- and stocks took off. Through the end of October, 2004, the Dow Jones Industrials ("DJIA") and NASDAQ Composite were down -2.4% and -1.42% respectively and the S&P 500 was up 3.06%. At the end of 2004, the DJIA had gained 5.4%, the NASDAQ Composite was up 8.59%, and the S&P 500 had advanced 10.87% for the year. As evidenced by the Asset Fund's solid performance, our research driven, value oriented investment discipline was productive. Approximately 70% of our portfolio holdings posted positive returns, with more than half gaining 10% or more. In general, our investments in the hotel/gaming, housing, and utilities industries performed very well. In addition, eleven portfolio companies were the subject of merger and acquisition activity (completed deals, pending deals, and companies putting themselves up for sale) or major restructurings. So, deal activity had a direct impact on portfolio performance and helped surface values in other portfolio holdings in the same industry groups as well. The lackluster performance of advertising supported media stocks, a sector in which we have substantial commitments, prevented the Fund from achieving even better returns. Stock specific, Homebuilders Southern Energy Homes, Nobility Homes, and Cavalier Homes finished near the top of our portfolio rankings this year. Gaming/hospitality companies MGM Mirage, Starwood Hotels and Resorts, and Mandalay Resort Group were also stellar performers. Real estate development company St. Joe (the largest private landholder in Florida) and auto parts manufacturer Tenneco Automotive made substantial COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE GABELLI ASSET FUND, THE CONSUMER PRICE INDEX + 10% AND THE S&P 500 INDEX [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC AS FOLLOWS: Gabelli Asset Fund S&P 500 Consumer Price (Class AAA) Index Index + 10% ------------------ -------- -------------- 3/3/86 $10,000 $10,000 $10,000 12/31/86 11,280 10,980 11,160 12/31/87 13,111 11,556 12,678 12/31/88 17,189 13,470 14,503 12/31/89 21,691 17,731 16,621 12/31/90 20,611 17,179 19,297 12/31/91 24,350 22,402 21,825 12/31/92 27,976 24,107 24,640 12/31/93 34,086 26,532 27,769 12/31/94 34,035 26,879 31,296 12/31/95 42,523 36,967 35,208 12/31/96 48,204 45,451 39,891 12/31/97 66,555 60,609 44,558 12/31/98 77,157 77,943 49,727 12/31/99 99,139 94,335 56,042 12/31/00 96,790 85,751 63,552 12/31/01 96,945 75,563 70,924 12/31/02 83,111 58,871 79,718 12/31/03 108,518 75,750 89,205 12/31/04 126,382 83,984 101,069 PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RESULTS. The performance tables and graph do not reflect the deduction of taxes that shareholder would pay on fund distributions or the redemption of fund shares. COMPARATIVE RESULTS - -------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 2004 (a) ---------------------------------------------------- Since Inception Quarter 1 Year 3 Year 5 Year 10 Year (3/3/86) - ----------------------------------------------------------------------------------------------------------- GABELLI ASSET FUND CLASS AAA .... 12.88% 16.50% 9.25% 4.98% 14.02% 14.41% S&P 500 Index ................... 9.23 10.87 3.58 (2.30) 12.07 11.97 Dow Jones Industrial Average .... 7.62 5.40 4.73 0.70 13.13 13.23 Nasdaq Composite Index .......... 14.69 8.59 3.71 (11.77) 11.21 10.03 Class A ......................... 12.91 16.49 9.25 4.98 14.02 14.41 6.43(b) 9.80(b) 7.12(b) 3.75(b) 13.35(b) 14.04(b) Class B ......................... 12.76 15.63 8.98 4.83 13.94 14.37 7.76(c) 10.63(c) 8.13(c) 4.49(c) 13.94(c) 14.37(c) Class C ......................... 12.67 15.62 8.98 4.82 13.94 14.36 11.67(c) 14.62(c) 8.98(c) 4.82(c) 13.94(c) 14.36(c) <FN> (a) RETURNS REPRESENT PAST PERFORMANCE AND DO NOT GUARANTEE FUTURE RESULTS. TOTAL RETURNS AND AVERAGE ANNUAL RETURNS REFLECT CHANGES IN SHARE PRICES 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. PERFORMANCE RETURNS FOR PERIODS LESS THAN ONE YEAR ARE 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 CAREFULLY BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. THE CLASS AAA SHARES' NET ASSET VALUE 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 SHARES AND CLASS C SHARES WOULD HAVE BEEN LOWER DUE TO THE ADDITIONAL EXPENSES ASSOCIATED WITH THESE CLASSES OF SHARES. THE DOW JONES INDUSTRIAL AVERAGE IS AN UNMANAGED INDEX OF 30 LARGE CAPITALIZATION STOCKS. THE S&P 500 INDEX AND THE NASDAQ COMPOSITE INDEX ARE UNMANAGED INDICATORS OF STOCK MARKET PERFORMANCE. DIVIDENDS ARE REINVESTED EXCEPT FOR THE NASDAQ COMPOSITE INDEX. (b) INCLUDES THE EFFECT OF THE MAXIMUM 5.75% SALES CHARGE AT THE BEGINNING OF THE PERIOD. (c) 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. CLASS B SHARES ARE NOT AVAILABLE FOR NEW PURCHASES. - ------------------------------------------------------------------------------------------------------------- </FN> 2 performance contributions. The letter G stood for good this year, with GenCorp, Gaylord, Greif, Grupo Televisa, and Genuine Parts posting Good with a capital G returns. Our substantial commitment to ad supported media companies was counterproductive in 2004. In general, media stocks were victims of expectations. The consensus (including us) anticipated a substantial increase in ad spending resulting from the strong economy and further enhanced by the summer Olympics and hotly contested presidential and congressional elections. This unfolded as anticipated, but was already fully discounted in stock prices, and therefore failed to excite investors. We also expected increased deal activity to surface value. This failed to materialize. Broadcasters were awful performers, and following their excellent performance in 2003, newspaper publishers produced lackluster returns. Specifically, the advertising supported media holdings we held ranging from small group broadcasters such as Paxson Communications and Young Broadcasting to newspaper publishers New York Times and Belo to diversified media giants Viacom and Tribune disappointed. Additionally, pharmaceuticals industry investments such as Merck, Pfizer, and Eli Lilly also penalized returns. SUMMARY OF PORTFOLIO HOLDINGS (UNAUDITED) Under SEC rules, all funds are required to include in their annual and semi-annual shareholder reports a presentation of portfolio holdings in a table, chart or graph by reasonably identifiable categories. The following table which presents portfolio holdings as a percent of total net assets is provided in compliance with such requirement. GABELLI ASSET FUND Food and Beverage .................................................... 8.9% Publishing ........................................................... 8.6% Entertainment ........................................................ 7.5% Telecommunications ................................................... 6.6% Energy and Utilities ................................................. 5.9% Consumer Products .................................................... 5.3% Diversified Industrial ............................................... 5.2% Financial Services ................................................... 5.0% Equipment and Supplies ............................................... 4.6% Cable and Satellite .................................................. 4.0% Automotive: Parts and Accessories .................................... 4.0% Wireless Communications .............................................. 3.4% Hotels and Gaming .................................................... 3.1% Health Care .......................................................... 3.1% Retail ............................................................... 2.9% Aviation: Parts and Services ......................................... 2.5% Specialty Chemicals .................................................. 1.7% Machinery ............................................................ 1.7% Communications Equipment ............................................. 1.6% Metals and Mining .................................................... 1.6% U.S. Government Obligations .......................................... 1.6% Real Estate .......................................................... 1.5% Automotive ........................................................... 1.5% Consumer Services .................................................... 1.4% Environmental Services ............................................... 1.2% Business Services .................................................... 1.2% Broadcasting ......................................................... 1.1% Electronics .......................................................... 1.0% Agriculture .......................................................... 0.9% Aerospace ............................................................ 0.9% Manufactured Housing and Recreational Vehicles ....................... 0.3% Closed-End Funds ..................................................... 0.1% Computer Software and Services ....................................... 0.1% Transportation ....................................................... 0.1% Other Assets and Liabilities - Net ................................... (0.1%) ------ 100.0% ====== THE FUND FILES A COMPLETE SCHEDULE OF PORTFOLIO HOLDINGS WITH THE SEC FOR THE FIRST AND THIRD QUARTERS OF EACH FISCAL YEAR ON FORM N-Q, THE FIRST OF WHICH WAS FILED FOR THE QUARTER ENDED SEPTEMBER 30, 2004. SHAREHOLDERS MAY OBTAIN THIS INFORMATION AT WWW.GABELLI.COM OR BY CALLING THE FUND AT 800-GABELLI (800-422-3554). THE FUND'S FORM N-Q IS AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV AND MAY ALSO BE REVIEWED AND COPIED AT THE COMMISSION'S PUBLIC REFERENCE ROOM IN WASHINGTON, DC. INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM MAY BE OBTAINED BY CALLING 1-800-SEC-0330. PROXY VOTING The Fund files Form N-PX with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. A description of the Fund's proxy voting policies and procedures 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) by visiting the Securities and Exchange Commission's website at www.sec.gov. 3 THE GABELLI ASSET FUND DISCLOSURE OF FUND EXPENSES (UNAUDITED) For the Six Month Period from July 1, 2004 through December 31, 2004 EXPENSE TABLE - -------------------------------------------------------------------------------- We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund's gross income, directly reduce the investment return of a fund. When a fund's expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing cost (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The Expense Table below illustrates your Fund's costs in two ways: ACTUAL FUND RETURN: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The "Ending Account Value" shown is derived from the Fund's ACTUAL return during the past six months, and the "Expenses Paid During Period" shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading "Expenses Paid During Period" to estimate the expenses you paid during this period. HYPOTHETICAL 5% RETURN: This section provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case -- because the hypothetical return used is NOT the Fund's actual return -- the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. The "Annualized Expense Ratio" represents the actual expenses for the last six months and may be different from the expense ratio in the Financial Highlights which is for the year ended December 31, 2004. Beginning Ending Annualized Expenses Account Value Account Value Expense Paid During 7/1/04 12/31/04 Ratio Period* - -------------------------------------------------------------------------------- GABELLI ASSET FUND - -------------------------------------------------------------------------------- ACTUAL FUND RETURN Class AAA $1,000.00 $1,109.90 1.40% $ 7.43 Class A $1,000.00 $1,110.10 1.40% $ 7.43 Class B $1,000.00 $1,106.50 2.15% $11.38 Class C $1,000.00 $1,105.90 2.15% $11.38 HYPOTHETICAL 5% RETURN Class AAA $1,000.00 $1,018.10 1.40% $ 7.10 Class A $1,000.00 $1,018.10 1.40% $ 7.10 Class B $1,000.00 $1,014.33 2.15% $10.89 Class C $1,000.00 $1,014.33 2.15% $10.89 * Expenses are equal to the Fund's annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 366. 4 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS -- 97.9% AEROSPACE -- 0.7% 75,000 Boeing Co. ............... $ 2,587,078 $ 3,882,750 15,300 Herley Industries Inc.+ .. 292,591 311,202 70,000 Lockheed Martin Corp. .... 1,963,076 3,888,500 150,000 Northrop Grumman Corp. ... 4,667,966 8,154,000 -------------- -------------- 9,510,711 16,236,452 -------------- -------------- AGRICULTURE -- 0.9% 790,000 Archer-Daniels-Midland Co. 10,916,590 17,624,900 15,000 Delta & Pine Land Co. .... 260,292 409,200 40,529 Monsanto Co. ............. 647,781 2,251,386 10,000 Mosaic Co.+ .............. 139,584 163,200 1,000 Potash Corp. of Saskatchewan Inc. ...... 41,185 83,060 -------------- -------------- 12,005,432 20,531,746 -------------- -------------- AUTOMOTIVE -- 1.5% 150,000 General Motors Corp. ..... 6,420,210 6,009,000 520,000 Navistar International Corp.+ 9,543,722 22,869,600 45,000 PACCAR Inc. .............. 522,021 3,621,600 27,000 Volkswagen AG ............ 1,125,088 1,223,936 -------------- -------------- 17,611,041 33,724,136 -------------- -------------- AUTOMOTIVE: PARTS AND ACCESSORIES -- 3.9% 110,000 BorgWarner Inc. .......... 2,079,060 5,958,700 122,000 CLARCOR Inc. ............. 1,741,943 6,681,940 570,000 Dana Corp. ............... 8,891,297 9,878,100 210,000 Federal-Mogul Corp.+ ..... 467,782 75,600 500,000 Genuine Parts Co. ........ 12,026,034 22,030,000 235,000 Johnson Controls Inc. .... 4,769,020 14,908,400 170,000 Midas Inc.+ .............. 2,224,151 3,400,000 300,000 Modine Manufacturing Co. . 7,078,060 10,131,000 219,600 Scheib (Earl) Inc.+ ...... 1,458,955 718,092 205,000 Standard Motor Products Inc. 3,007,686 3,239,000 65,000 Superior Industries International Inc. ..... 1,642,639 1,888,250 300,000 Tenneco Automotive Inc.+ . 1,840,227 5,172,000 100,000 TransPro Inc.+ ........... 788,321 610,000 100,000 TRW Automotive Holdings Corp.+ .......... 2,571,485 2,070,000 -------------- -------------- 50,586,660 86,761,082 -------------- -------------- AVIATION: PARTS AND SERVICES -- 2.5% 75,000 Aviall Inc.+ ............. 750,124 1,722,750 214,000 Curtiss-Wright Corp. ..... 1,310,760 12,285,740 67,000 Curtiss-Wright Corp., Cl .B 2,209,093 3,769,420 230,000 Fairchild Corp., Cl. A+ .. 1,401,907 848,700 620,000 GenCorp Inc. ............. 2,313,974 11,513,400 110,000 Kaman Corp., Cl. A ....... 1,534,270 1,391,500 170,000 Precision Castparts Corp. 4,207,013 11,165,600 109,000 Sequa Corp., Cl. A+ ...... 4,666,598 6,665,350 105,000 Sequa Corp., Cl. B+ ...... 5,381,629 6,483,750 -------------- -------------- 23,775,368 55,846,210 -------------- -------------- BROADCASTING -- 1.1% 20,000 Corus Entertainment Inc., Cl. B ................... 64,982 417,310 MARKET SHARES COST VALUE --------- -------------- -------------- 80,000 Fisher Communications Inc.+ $ 4,393,988 $ 3,910,400 166,000 Granite Broadcasting Corp.+ 69,153 68,060 310,000 Gray Television Inc. ...... 3,936,811 4,805,000 10,000 Gray Television Inc., Cl. A 109,420 141,500 170,000 Liberty Corp. 6,268,553 7,473,200 135,000 Lin TV Corp., Cl. A+ 2,865,853 2,578,500 160,000 Paxson Communications Corp.+ 1,343,205 220,800 400,000 Television Broadcasts Ltd. 1,815,551 1,857,784 240,000 Young Broadcasting Inc., Cl. A+ .................. 4,594,131 2,534,400 -------------- -------------- 25,461,647 24,006,954 -------------- -------------- BUSINESS SERVICES -- 1.1% 480,000 Cendant Corp. ............ 4,891,205 11,222,400 50,000 ChoicePoint Inc.+ ........ 1,773,215 2,299,500 200,000 Ecolab Inc. .............. 1,876,865 7,026,000 10,000 Imation Corp. ............ 203,344 318,300 65,000 Landauer Inc. ............ 402,818 2,970,500 119,000 Nashua Corp.+ ............ 1,745,996 1,351,840 -------------- -------------- 10,893,443 25,188,540 -------------- -------------- CABLE AND SATELLITE -- 4.0% 2,030,000 Cablevision Systems Corp., Cl. A+ ................. 21,325,960 50,547,000 30,000 Charter Communications Inc., Cl. A+ ........... 138,876 67,200 300,000 Comcast Corp., Cl. A+ .... 8,368,051 9,984,000 40,000 Comcast Corp., Cl. A, Special+ ............... 306,462 1,313,600 275,000 DIRECTV Group Inc.+ ...... 5,438,062 4,603,500 30,000 EchoStar Communications Corp., Cl. A ........... 921,111 997,200 285,000 Liberty Media International Inc., Cl. A+ ........... 3,759,992 13,175,550 60,000 Shaw Communications Inc., Cl. B .................. 164,952 1,098,193 80,000 Shaw Communications Inc., Cl. B, Non-Voting ...... 312,647 1,463,200 605,000 UnitedGlobalCom Inc., Cl. A+ ........... 4,627,094 5,844,300 -------------- -------------- 45,363,207 89,093,743 -------------- -------------- CLOSED-END FUNDS -- 0.1% 80,001 Royce Value Trust Inc. ... 953,886 1,635,220 -------------- -------------- COMMUNICATIONS EQUIPMENT -- 1.4% 380,000 Agere Systems Inc., Cl. B+ 1,136,696 513,000 180,000 Andrew Corp.+ ............ 688,270 2,453,400 600,000 Corning Inc.+ ............ 4,374,876 7,062,000 800,000 Lucent Technologies Inc.+ 4,465,766 3,008,000 300,000 Motorola Inc. ............ 2,779,293 5,160,000 240,000 Nortel Networks Corp.+ ... 1,202,804 837,600 400,000 Thomas & Betts Corp.+ .... 7,934,757 12,300,000 -------------- -------------- 22,582,462 31,334,000 -------------- -------------- COMPUTER HARDWARE -- 0.0% 40,000 Maxtor Corp.+ ............ 314,584 212,000 -------------- -------------- See accompanying notes to financial statements. 5 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS (CONTINUED) COMPUTER SOFTWARE AND SERVICES -- 0.1% 10,000 Computer Associates International Inc. ..... $ 145,700 $ 310,600 48,000 Jupitermedia Corp.+ ...... 241,258 1,141,440 26,026 Telecom Italia Media SpA+ 26,184 11,780 -------------- -------------- 413,142 1,463,820 -------------- -------------- CONSUMER PRODUCTS -- 5.3% 40,500 Alberto-Culver Co. ....... 1,073,604 1,967,085 12,000 Altria Group Inc. ........ 360,636 733,200 11,000 Christian Dior SA ........ 307,335 748,335 285,000 Church & Dwight Co. Inc. . 1,872,507 9,581,700 30,000 Clorox Co. ............... 1,637,346 1,767,900 1,000 Colgate-Palmolive Co. .... 50,430 51,160 60,000 Department 56 Inc.+ ...... 651,832 999,000 80,000 Eastman Kodak Co. ........ 2,128,338 2,580,000 305,000 Energizer Holdings Inc.+ . 5,264,268 15,155,450 110,000 Fortune Brands Inc. ...... 2,536,232 8,489,800 290,000 Gallaher Group plc, ADR .. 4,661,436 17,605,900 250,000 Gillette Co. ............. 8,034,142 11,195,000 3,000 Givaudan SA .............. 1,028,013 1,976,080 38,000 Harley-Davidson Inc. ..... 95,713 2,308,500 160,000 Mattel Inc. .............. 2,466,356 3,118,400 50,000 Maytag Corp. ............. 1,118,418 1,055,000 62,000 National Presto Industries Inc. ........ 2,088,819 2,821,000 370,000 Procter & Gamble Co. ..... 12,802,755 20,379,600 1,000,000 Swedish Match AB ......... 10,327,823 11,586,962 10,000 Syratech Corp.+ .......... 2,000 1,100 140,000 Wolverine World Wide Inc. 1,953,224 4,398,800 -------------- -------------- 60,461,227 118,519,972 -------------- -------------- CONSUMER SERVICES -- 1.4% 800 eBay Inc.+ ............... 24,652 93,024 830,000 IAC/InterActiveCorp+ ..... 6,466,832 22,924,600 298,650 Rollins Inc. ............. 3,453,596 7,860,468 -------------- -------------- 9,945,080 30,878,092 -------------- -------------- DIVERSIFIED INDUSTRIAL -- 5.2% 144,000 Acuity Brands Inc. ....... 2,344,464 4,579,200 5,000 Anixter International Inc. 45,044 179,950 180,000 Cooper Industries Ltd., Cl. A 7,326,626 12,220,200 425,000 Crane Co. ................ 6,646,604 12,257,000 76,000 Gardner Denver Inc.+ ..... 1,148,950 2,758,040 253,500 GATX Corp. ............... 5,681,476 7,493,460 25,000 General Electric Co. ..... 776,165 912,500 240,000 Greif Inc., Cl. A ........ 5,453,716 13,440,000 30,000 Harbor Global Co. Ltd.+ .. 52,965 279,000 425,000 Honeywell International Inc. 13,730,962 15,049,250 300,000 ITT Industries Inc. ...... 9,410,611 25,335,000 150,000 Katy Industries Inc.+ .... 1,369,925 777,000 320,000 Lamson & Sessions Co.+ ... 1,748,797 2,912,000 40,000 MagneTek Inc.+ ........... 309,670 276,000 247,500 Myers Industries Inc. .... 1,557,014 3,168,000 51,000 Pentair Inc. ............. 730,157 2,221,560 80,000 Smiths Group plc ......... 880,176 1,262,527 MARKET SHARES COST VALUE --------- -------------- -------------- 155,000 Thomas Industries Inc. ... $ 1,971,325 $ 6,187,600 75,000 Trinity Industries Inc. .. 931,715 2,556,000 38,000 Tyco International Ltd. .. 519,098 1,358,120 -------------- -------------- 62,635,460 115,222,407 -------------- -------------- ELECTRONICS -- 1.0% 30,000 Freescale Semiconductor Inc., Cl. B+ ............. 303,199 550,800 3,000 Hitachi Ltd., ADR ........ 172,200 208,290 13,000 Kyocera Corp., ADR ....... 448,062 1,000,740 25,000 Molex Inc., Cl. A ........ 719,620 666,250 46,000 Samsung Electronics Co. .. Ltd., GDR (a) ............ 8,616,601 10,009,177 135,000 Sony Corp., ADR .......... 5,285,746 5,259,600 205,000 Texas Instruments Inc. ... 5,187,155 5,047,100 -------------- -------------- 20,732,583 22,741,957 -------------- -------------- ENERGY AND UTILITIES -- 5.9% 110,000 AES Corp.+ ............... 434,151 1,503,700 50,000 AGL Resources Inc. ....... 839,802 1,662,000 150,000 Allegheny Energy Inc.+ ... 1,510,942 2,956,500 235,000 BP plc, ADR .............. 6,274,016 13,724,000 250,000 Burlington Resources Inc. 4,842,969 10,875,000 25,000 CH Energy Group Inc. ..... 1,040,745 1,201,250 330,000 ChevronTexaco Corp. ...... 9,189,420 17,328,300 95,000 ConocoPhillips ........... 5,513,340 8,248,850 20,000 Constellation Energy Group Inc. ............. 484,262 874,200 124,000 Devon Energy Corp. ....... 1,695,494 4,826,080 70,000 DPL Inc. ................. 1,408,409 1,757,700 20,000 DTE Energy Co. ........... 832,127 862,600 318,000 Duke Energy Corp. ........ 5,835,300 8,054,940 110,000 Duquesne Light Holdings Inc. ............ 1,579,788 2,073,500 30,000 Edison International ..... 510,000 960,900 225,000 El Paso Corp. ............ 1,667,558 2,340,000 285,000 El Paso Electric Co.+ .... 3,296,727 5,397,900 155,000 Energy East Corp. ........ 3,179,893 4,135,400 55,000 EOG Resources Inc. ....... 503,772 3,924,800 310,000 Exxon Mobil Corp. ........ 6,624,170 15,890,600 7,000 FPL Group Inc. ........... 401,591 523,250 31,625 GlobalSantaFe Corp. ...... 743,538 1,047,104 10,000 Halliburton Co. .......... 104,525 392,400 50,000 Kerr-McGee Corp. ......... 2,729,556 2,889,500 180,000 Mirant Corp.+ ............ 708,578 69,300 22,086 NiSource Inc. ............ 475,953 503,119 190,000 Northeast Utilities ...... 3,643,888 3,581,500 100,000 Progress Energy Inc., CVO+ 52,000 13,000 66,000 SJW Corp. ................ 2,151,408 2,402,400 310,000 Southwest Gas Corp. ...... 5,639,091 7,874,000 52,000 TXU Corp. ................ 931,823 3,357,120 10,000 UIL Holdings Corp. ....... 426,389 513,000 -------------- -------------- 75,271,225 131,763,913 -------------- -------------- ENTERTAINMENT -- 7.5% 19,406 EMI Group plc ............ 75,408 98,733 195,000 EMI Group plc, ADR ....... 1,693,472 1,984,222 See accompanying notes to financial statements. 6 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS (CONTINUED) ENTERTAINMENT (CONTINUED) 185,000 Fox Entertainment Group Inc., Cl. A+ ........... $ 4,339,217 $ 5,783,100 200,000 GC Companies Inc.+ (b) ... 218,000 172,000 500,000 Gemstar-TV Guide International Inc.+ .... 2,181,174 2,960,000 165,000 Grupo Televisa SA, ADR ... 4,491,076 9,982,500 4,650,000 Liberty Media Corp., Cl. A+ 11,718,968 51,057,000 130,000 Metro-Goldwyn-Mayer Inc.+ 782,635 1,544,400 20,000 Regal Entertainment Group, Cl. A .................. 393,316 415,000 220,000 Six Flags Inc.+ .......... 1,256,628 1,181,400 500,000 The Walt Disney Co. ...... 10,720,267 13,900,000 1,500,000 Time Warner Inc.+ ........ 20,133,908 29,160,000 835,000 Viacom Inc., Cl. A ....... 20,051,192 30,961,800 520,000 Vivendi Universal SA, ADR+ 10,471,933 16,676,400 60,000 World Wrestling Entertainment Inc. ..... 612,234 727,800 -------------- -------------- 89,139,428 166,604,355 -------------- -------------- ENVIRONMENTAL SERVICES -- 1.2% 320,000 Allied Waste Industries Inc.+ 2,860,139 2,969,600 300,000 Republic Services Inc. ... 3,560,581 10,062,000 450,000 Waste Management Inc. .... 8,677,342 13,473,000 -------------- -------------- 15,098,062 26,504,600 -------------- -------------- EQUIPMENT AND SUPPLIES -- 4.6% 525,000 AMETEK Inc. .............. 3,039,407 18,726,750 3,000 Amphenol Corp., Cl. A+ ... 23,162 110,220 105,000 CIRCOR International Inc. 907,143 2,431,800 185,000 Crown Holdings Inc.+ ..... 834,035 2,541,900 155,000 CTS Corp. ................ 815,744 2,059,950 4,000 Danaher Corp. ............ 70,641 229,640 404,000 Donaldson Co. Inc. ....... 1,542,170 13,162,320 323,550 Fedders Corp. ............ 1,385,781 1,171,251 415,000 Flowserve Corp.+ ......... 5,764,416 11,429,100 179,800 Gerber Scientific Inc.+ .. 1,712,068 1,368,278 195,000 GrafTech International Ltd.+ 2,594,065 1,844,700 560,000 IDEX Corp. ............... 3,178,528 22,680,000 2,000 Imagistics International Inc.+ ................... 39,950 67,320 12,000 Ingersoll-Rand Co., Cl. A 501,720 963,600 400,000 Interpump Group SpA ...... 1,572,035 2,299,850 100,000 Lufkin Industries Inc. ... 1,810,811 3,990,800 18,000 Manitowoc Co. Inc. ....... 131,305 677,700 35,900 Met-Pro Corp. ............ 321,984 477,470 10,000 Sealed Air Corp.+ ........ 168,679 532,700 30,000 Valmont Industries Inc. .. 242,908 753,300 435,000 Watts Water Technologies Inc., Cl. A .............. 5,006,660 14,024,400 120,000 Weir Group plc ........... 504,947 740,698 -------------- -------------- 32,168,159 102,283,747 -------------- -------------- FINANCIAL SERVICES -- 5.0% 15,000 Alleghany Corp.+ ......... 2,724,804 4,278,750 2,000 Allstate Corp. ........... 47,350 103,440 MARKET SHARES COST VALUE --------- -------------- -------------- 400,000 American Express Co. ..... $ 9,964,607 $ 22,548,000 55,000 Argonaut Group Inc.+ ..... 1,333,591 1,162,150 15,000 Bank of America Corp. .... 282,955 704,850 59,000 Bank of New York Co. Inc. 2,033,306 1,971,780 220 Berkshire Hathaway Inc., Cl. A+ ................. 874,549 19,338,000 50,000 BKF Capital Group Inc. ... 933,375 1,895,000 7,500 Calamos Asset Management Inc., Cl. A+ ........... 135,000 202,500 35,000 Commerzbank AG+ .......... 624,519 721,218 110,000 Commerzbank AG, ADR+ ..... 2,308,920 2,268,178 155,000 Deutsche Bank AG, ADR .... 7,004,175 13,796,550 30,000 H&R Block Inc. ........... 720,982 1,470,000 26,400 JPMorgan Chase & Co. ..... 535,615 1,029,864 6,000 Lehman Brothers Holdings Inc. .......... 54,150 524,880 28,000 Leucadia National Corp. .. 721,175 1,945,440 30,000 Marsh & McLennan Companies Inc. ......... 847,179 987,000 120,000 Mellon Financial Corp. ... 4,103,607 3,733,200 23,000 Merrill Lynch & Co. Inc. . 948,745 1,374,710 38,000 Metris Companies Inc.+ ... 347,786 484,500 385,000 Midland Co. .............. 1,978,452 12,038,950 160,000 Phoenix Companies Inc. ... 2,392,173 2,000,000 30,000 PNC Financial Services Group .................. 1,456,850 1,723,200 2,500 Prudential Financial Inc. 68,750 137,400 50,000 St. Paul Travelers Companies Inc. ......... 1,890,906 1,853,500 85,000 State Street Corp. ....... 661,975 4,175,200 20,000 SunTrust Banks Inc. ...... 424,879 1,477,600 30,000 T. Rowe Price Group Inc. . 1,012,984 1,866,000 20,000 Unitrin Inc. ............. 522,263 909,000 8,500 Value Line Inc. .......... 136,515 333,523 115,000 Waddell & Reed Financial Inc., Cl. A ............ 2,331,754 2,747,350 -------------- -------------- 49,423,891 109,801,733 -------------- -------------- FOOD AND BEVERAGE -- 8.9% 70,000 Allied Domecq plc, ADR ... 2,204,828 2,793,700 345,000 Brown-Forman Corp., Cl. A 8,539,615 17,512,200 37,000 Cadbury Schweppes plc, ADR ............... 926,106 1,394,900 125,000 Campbell Soup Co. ........ 3,400,652 3,736,250 105,000 Coca-Cola Co. ............ 3,236,639 4,371,150 10,000 Coca-Cola Enterprises Inc. 183,697 208,500 9,500 Coca-Cola Hellenic Bottling Co. SA ................. 231,686 224,675 225,000 Corn Products International Inc. ..... 5,622,183 12,051,000 250,000 Del Monte Foods Co.+ ..... 2,354,135 2,755,000 318,000 Diageo plc, ADR .......... 11,903,832 18,405,840 70,000 Farmer Brothers Co. ...... 943,094 1,696,800 270,000 Flowers Foods Inc. ....... 2,549,594 8,526,600 280,000 General Mills Inc. ....... 8,447,097 13,918,800 See accompanying notes to financial statements. 7 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS (CONTINUED) FOOD AND BEVERAGE (CONTINUED) 70,000 Groupe Danone ............ $ 5,997,841 $ 6,465,271 1,267,800 Grupo Bimbo SA de CV, Cl. A .................. 2,247,680 3,202,767 10,000 Hain Celestial Group Inc.+ 141,134 206,700 200,000 Heinz (H.J.) Co. ......... 7,241,965 7,798,000 80,000 Hershey Foods Corp. ...... 1,387,857 4,443,200 230,000 Kellogg Co. .............. 5,933,962 10,271,800 100,000 Kerry Group plc, Cl. A ... 1,179,129 2,412,663 33,000 LVMH Moet Hennessy Louis Vuitton SA ....... 1,150,670 2,527,593 9,000 Nestle SA ................ 1,868,527 2,354,674 960,000 PepsiAmericas Inc. ....... 12,302,726 20,390,400 355,000 PepsiCo Inc. ............. 9,198,266 18,531,000 150,000 Ralcorp Holdings Inc. .... 2,240,767 6,289,500 20,000 Smucker (J.M.) Co. ....... 547,733 941,400 149,041 Tootsie Roll Industries Inc. 2,005,314 5,161,290 255,000 Wrigley (Wm.) Jr. Co. .... 7,899,994 17,643,450 -------------- -------------- 111,886,723 196,235,123 -------------- -------------- HEALTH CARE -- 3.1% 44,000 Amgen Inc.+ .............. 203,194 2,822,600 3,000 ArthroCare Corp.+ ........ 34,530 96,180 44,000 Biogen Idec Inc.+ ........ 409,921 2,930,840 4,000 Biomet Inc. .............. 120,840 173,560 165,000 Bristol-Myers Squibb Co. . 4,554,462 4,227,300 52,000 Chemed Corp. ............. 1,605,605 3,489,720 40,000 Chiron Corp.+ ............ 550,315 1,333,200 1,000 CONMED Corp.+ ............ 15,430 28,420 5,500 DENTSPLY International Inc. 209,434 309,100 65,000 Eli Lilly & Co. .......... 3,977,030 3,688,750 27,100 Exactech Inc.+ ........... 431,718 495,659 20,000 Henry Schein Inc.+ ....... 1,091,829 1,392,800 58,000 INAMED Corp.+ ............ 2,545,038 3,668,500 1,000 Integra LifeSciences Holdings+ .............. 19,480 36,930 25,000 Inverness Medical Innovations Inc.+ ...... 424,748 627,500 52,000 Invitrogen Corp.+ ........ 2,603,325 3,490,760 70,000 Johnson & Johnson ........ 1,140,150 4,439,400 120,000 Medco Health Solutions Inc.+ ........ 3,628,666 4,992,000 155,000 Merck & Co. Inc. ......... 4,827,898 4,981,700 2,000 Nobel Biocare Holding AG . 285,863 362,325 15,000 Orthofix International NV+ 501,240 592,185 4,000 OrthoLogic Corp.+ ........ 13,880 25,000 32,000 Patterson Companies Inc.+ 702,130 1,388,480 440,000 Pfizer Inc. .............. 7,544,903 11,831,600 135,000 Schering-Plough Corp. .... 2,580,980 2,818,800 2,000 Stryker Corp. ............ 65,440 96,500 150,000 Sybron Dental Specialties Inc.+ ...... 2,817,765 5,307,000 30,000 Thoratec Corp.+ .......... 369,898 312,600 10,000 William Demant Holding A/S+ 448,464 469,617 MARKET SHARES COST VALUE --------- -------------- -------------- 70,000 Women First HealthCare Inc.+ ....... $ 124,375 $ 70 1,000 Wright Medical Group Inc.+ 16,460 28,500 55,000 Wyeth .................... 2,169,854 2,342,450 1,000 Young Innovations Inc. ... 30,000 33,730 -------------- -------------- 46,064,865 68,833,776 -------------- -------------- HOTELS AND GAMING -- 3.1% 90,000 Aztar Corp.+ ............. 906,574 3,142,800 160,000 Caesars Entertainment Inc.+ 918,206 3,222,400 365,000 Gaylord Entertainment Co.+ 9,694,168 15,158,450 80,000 GTECH Holdings Corp. ..... 404,713 2,076,000 10,000 Harrah's Entertainment Inc. 94,169 668,900 2,832,300 Hilton Group plc ......... 10,264,349 15,470,358 740,000 Hilton Hotels Corp. ...... 8,392,741 16,827,600 21,500 Kerzner International Ltd.+ 968,335 1,291,075 60,000 Mandalay Resort Group 726,750 4,225,800 25,000 MGM Mirage+ .............. 619,881 1,818,500 90,000 Starwood Hotels & Resorts Worldwide Inc. ........... 2,370,235 5,256,000 -------------- -------------- 35,360,121 69,157,883 -------------- -------------- MACHINERY -- 1.7% 70,000 Caterpillar Inc. ......... 927,858 6,825,700 400,000 Deere & Co. .............. 6,703,065 29,760,000 -------------- -------------- 7,630,923 36,585,700 -------------- -------------- MANUFACTURED HOUSING AND RECREATIONAL VEHICLES -- 0.3% 57,200 Cavalier Homes Inc.+ ..... 289,788 336,908 16,100 Cavco Industries Inc.+ ... 609,204 723,695 100,000 Champion Enterprises Inc.+ 951,245 1,182,000 15,000 Coachmen Industries Inc. . 246,594 260,400 100,000 Fleetwood Enterprises Inc.+ 1,316,778 1,346,000 80,111 Huttig Building Products Inc.+ ......... 243,014 837,160 12,500 Nobility Homes Inc. ...... 260,493 291,250 20,000 Palm Harbor Homes Inc.+ .. 346,431 337,600 30,000 Skyline Corp. ............ 1,179,310 1,224,000 11,000 Southern Energy Homes Inc.+ ............ 43,900 51,535 -------------- -------------- 5,486,757 6,590,548 -------------- -------------- METALS AND MINING -- 1.6% 45,000 Alcoa Inc. ............... 1,224,220 1,413,900 255,000 Barrick Gold Corp. ....... 3,244,173 6,176,100 12,525 Freeport-McMoRan Copper & Gold Inc., Cl. B ..... 272,500 478,831 50,000 Kinross Gold Corp.+ ...... 359,224 352,000 515,000 Newmont Mining Corp. ..... 9,699,426 22,871,150 170,000 Placer Dome Inc. ......... 1,576,429 3,206,200 -------------- -------------- 16,375,972 34,498,181 -------------- -------------- PUBLISHING -- 8.6% 225,000 Belo Corp., Cl. A ........ 4,060,533 5,904,000 22,000 Dow Jones & Co. Inc. ..... 1,000,419 947,320 30,000 EMAP plc ................. 362,733 469,704 See accompanying notes to financial statements. 8 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS (CONTINUED) PUBLISHING (CONTINUED) 38,000 Lee Enterprises Inc. ..... $ 875,843 $ 1,751,040 60,000 McClatchy Co., Cl. A ..... 1,240,718 4,308,600 140,000 McGraw-Hill Companies Inc. 2,576,918 12,815,600 370,000 Media General Inc., Cl. A 10,364,815 23,979,700 80,000 Meredith Corp. ........... 1,650,283 4,336,000 135,000 New York Times Co., Cl. A 1,230,827 5,508,000 4,460,000 News Corp., Cl. A ........ 32,029,721 83,223,600 24,000 News Corp., Cl. B ........ 227,345 460,800 700,000 PRIMEDIA Inc.+ ........... 2,895,356 2,660,000 200,000 Pulitzer Inc. ............ 9,206,927 12,970,000 250,000 Reader's Digest Association Inc. ....... 4,550,868 3,477,500 248,000 Scripps (E.W.) Co., Cl. A 7,804,764 11,973,440 68,614 Seat Pagine Gialle SpA ... 172,632 31,616 120,000 Thomas Nelson Inc. ....... 1,535,734 2,712,000 290,000 Tribune Co. .............. 10,098,557 12,220,600 1,000 VNU NV ................... 29,111 29,537 -------------- -------------- 91,914,104 189,779,057 -------------- -------------- REAL ESTATE -- 1.5% 230,000 Catellus Development Corp. 2,776,068 7,038,000 120,082 Florida East Coast Industries Inc. ........ 1,856,261 5,415,698 100,000 Griffin Land & Nurseries Inc.+ .......... 1,372,091 2,575,000 295,000 St. Joe Co. .............. 2,247,748 18,939,000 -------------- -------------- 8,252,168 33,967,698 -------------- -------------- RETAIL -- 2.9% 40,000 Aaron Rents Inc. ......... 82,258 1,000,000 60,750 Aaron Rents Inc., Cl. A .. 287,231 1,374,469 160,000 Albertson's Inc. ......... 3,394,168 3,820,800 400,000 AutoNation Inc.+ ......... 3,907,791 7,684,000 140,000 Burlington Coat Factory Warehouse Corp. ........ 1,620,864 3,178,000 13,500 Coldwater Creek Inc.+ .... 50,700 416,745 130,000 Kroger Co.+ .............. 761,625 2,280,200 660,000 Neiman Marcus Group Inc., Cl. B .................. 15,984,491 44,088,000 -------------- -------------- 26,089,128 63,842,214 -------------- -------------- SPECIALTY CHEMICALS -- 1.7% 450,000 Ferro Corp. .............. 7,347,884 10,435,500 105,000 Fuller (H.B.) Co. ........ 1,723,277 2,993,550 130,000 General Chemical Group Inc.+ ............ 502,184 2,600 105,000 Great Lakes Chemical Corp. 2,781,423 2,991,450 310,000 Hercules Inc.+ ........... 4,915,696 4,603,500 38,000 International Flavors & Fragrances Inc. ........ 737,444 1,627,920 160,000 Material Sciences Corp.+ . 1,390,040 2,878,400 650,000 Omnova Solutions Inc.+ ... 2,051,888 3,653,000 350,000 Sensient Technologies Corp. 6,822,604 8,396,500 -------------- -------------- 28,272,440 37,582,420 -------------- -------------- MARKET SHARES COST VALUE --------- -------------- -------------- TELECOMMUNICATIONS -- 6.6% 66,000 ALLTEL Corp. ............. $ 2,088,222 $ 3,878,160 150,000 AT&T Corp. ............... 3,743,176 2,859,000 14,000 Brasil Telecom Participacoes SA, ADR .................. 810,959 534,100 280,000 BT Group plc ............. 1,103,373 1,091,272 30,000 BT Group plc, ADR ........ 1,082,623 1,185,900 455,000 CenturyTel Inc. .......... 5,373,842 16,138,850 600,000 Cincinnati Bell Inc.+ .... 3,839,116 2,490,000 300,000 Citizens Communications Co. ....... 2,996,415 4,137,000 300,000 Commonwealth Telephone Enterprises Inc.+ ........ 5,360,976 14,898,000 80,000 Deutsche Telekom AG, ADR+ 1,229,873 1,814,400 35,000 France Telecom SA, ADR ... 683,990 1,157,800 2,750,000 Qwest Communications International Inc.+ ..... 10,590,300 12,210,000 776,550 Rogers Communications Inc., Cl. B, New York ......... 7,666,353 20,306,782 10,000 Rogers Communications Inc., Cl. B, Toronto .......... 77,553 262,404 160,000 SBC Communications Inc. .. 5,329,234 4,123,200 940,000 Sprint Corp. ............. 15,654,834 23,359,000 10,000 Swisscom AG, ADR ......... 292,659 395,300 75,403 Tele Norte Leste Participacoes SA, ADR ................ 1,032,454 1,272,049 1,500,435 Telecom Italia SpA ....... 939,006 6,138,792 295,000 Telecom Italia SpA, ADR .. 2,009,130 12,056,650 95,000 Telefonica SA, ADR ....... 3,448,619 5,367,500 12,567 Telefonica SA, BDR ....... 147,383 231,846 20,000 Telefonos de Mexico SA de CV, Cl. L, ADR ......... 171,746 766,400 32,500 TELUS Corp. .............. 572,039 982,473 17,500 TELUS Corp., ADR ......... 316,603 529,024 210,000 Verizon Communications Inc. .... 6,612,906 8,507,100 -------------- -------------- 83,173,384 146,693,002 -------------- -------------- TRANSPORTATION -- 0.1% 85,000 AMR Corp.+ ............... 1,245,603 930,750 55,000 Grupo TMM SA, Cl. A, ADR+ 396,879 201,300 4,000 Kansas City Southern+ .... 7,317 70,920 4,000 Providence & Worcester Railroad Co. ........... 44,669 53,960 -------------- -------------- 1,694,468 1,256,930 -------------- -------------- WIRELESS COMMUNICATIONS -- 3.4% 65,000 America Movil SA de CV, Cl. L, ADR .............. 1,117,669 3,402,750 300,000 mm02 plc+ ................ 348,979 707,004 140,000 mm02 plc, ADR+ ........... 1,526,021 3,299,800 120,000 Nextel Communications Inc., Cl. A+ .................. 1,364,944 3,600,000 70,000 Nextel Partners Inc., Cl .A+ 691,833 1,367,800 72,000 Price Communications Corp.+ ... 1,120,226 1,338,480 See accompanying notes to financial statements. 9 THE GABELLI ASSET FUND SCHEDULE OF INVESTMENTS (CONTINUED) -- DECEMBER 31, 2004 - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE --------- -------------- -------------- COMMON STOCKS (CONTINUED) WIRELESS COMMUNICATIONS (CONTINUED) 10,019 Tele Centro Oeste Celular Participacoes SA, ADR ... $ 30,034 $ 98,888 776 Tele Leste Celular Participacoes SA, ADR+ .. 20,757 9,428 1,350 Tele Norte Celular Participacoes SA, ADR ... 20,857 12,326 1,800,000 Telecom Italia Mobile SpA . 1,661,797 13,456,572 3,375 Telemig Celular Participacoes SA, ADR ..... 97,539 95,276 593,500 Telephone & Data Systems Inc. ............ 23,240,247 45,669,825 33,764 Telesp Celular Participacoes SA, ADR+ .. 602,880 229,595 13,001 Tim Participacoes SA, ADR 157,722 200,475 30,000 United States Cellular Corp.+ ......... 1,063,446 1,342,800 12,000 Vodafone Group plc, ADR 237,532 328,560 -------------- -------------- 33,302,483 75,159,579 -------------- -------------- TOTAL COMMON STOCKS ....... 1,129,850,234 2,170,536,790 -------------- -------------- PREFERRED STOCKS -- 0.2% AEROSPACE -- 0.2% 29,500 Northrop Grumman Corp., 7.000% Cv. Pfd., Ser. B .. 3,437,340 3,894,295 -------------- -------------- WIRELESS COMMUNICATIONS -- 0.0% 7,686,101 Telesp Celular Participacoes SA, Pfd.+ ............... 60,929 20,807 2,752,134 Telesp Celular Participacoes SA, Pfd., Receipts+ ...... 5,096 7,201 -------------- -------------- 66,025 28,008 -------------- -------------- TOTAL PREFERRED STOCKS .... 3,503,365 3,922,303 -------------- -------------- PRINCIPAL AMOUNT ----------- CONVERTIBLE CORPORATE BONDS -- 0.4% AUTOMOTIVE: PARTS AND ACCESSORIES -- 0.1% $ 1,500,000 Pep Boys - Manny, Moe & Jack, Cv., 4.250%, 06/01/07 ........ 1,491,518 1,533,750 1,000,000 Standard Motor Products Inc., Sub. Deb. Cv., 6.750%, 07/15/09 ........ 921,415 977,500 -------------- -------------- 2,412,933 2,511,250 -------------- -------------- AVIATION: PARTS AND SERVICES -- 0.0% 500,000 GenCorp Inc., Sub. Deb. Cv., 5.750%, 04/15/07 ........ 504,404 549,375 -------------- -------------- BUSINESS SERVICES -- 0.1% 1,000,000 Trans-Lux Corp., Sub. Deb. Cv., 7.500%, 12/01/06 ........ 1,005,384 1,015,000 -------------- -------------- CABLE AND SATELLITE -- 0.0% 1,000,000 Charter Communications Inc., Cv., 4.750%, 06/01/06 ......... 750,828 1,005,000 -------------- -------------- PRINCIPAL MARKET AMOUNT COST VALUE ----------- -------------- -------------- COMMUNICATIONS EQUIPMENT -- 0.2% $ 2,000,000 Agere Systems Inc., Sub. Deb. Cv., 6.500%, 12/15/09 ........ $ 1,924,333 $ 2,125,000 1,000,000 Nortel Networks Corp., Cv., 4.250%, 09/01/08 ......... 967,402 977,500 1,000,000 TriQuint Semiconductor Inc., Sub. Deb. Cv., 4.000%, 03/01/07 ........ 968,861 972,500 -------------- -------------- 3,860,596 4,075,000 -------------- -------------- ELECTRONICS -- 0.0% 500,000 Oak Industries Inc., Sub. Deb. Cv., 4.875%, 03/01/08 366,968 520,000 -------------- -------------- TOTAL CONVERTIBLE CORPORATE BONDS ......... 8,901,113 9,675,625 -------------- -------------- U.S. GOVERNMENT OBLIGATIONS -- 1.6% 34,574,000 U.S. Treasury Bills, 1.776% to 2.202%++, 01/06/05 to 03/17/05 .... 34,460,359 34,465,617 -------------- -------------- SHARES ---------- WARRANTS -- 0.0% COMMUNICATIONS EQUIPMENT -- 0.0% 1,097 Lucent Technologies Inc., expires 12/10/07+ ....... 1,821 1,733 -------------- -------------- TOTAL INVESTMENTS -- 100.1% $1,176,716,892 2,218,602,068 ============== OTHER ASSETS AND LIABILITIES (NET) -- (0.1)% ............. (1,851,502) -------------- NET ASSETS -- 100.0% ...................... $2,216,750,566 ============== - ---------- For Federal tax purposes: Aggregate cost ............................ $1,183,302,111 ============== Gross unrealized appreciation ............. $1,064,812,645 Gross unrealized depreciation ............. (29,512,688) ============== Net unrealized appreciation (depreciation) $1,035,299,957 ============== - ---------- (a) Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2004, the Rule 144A securities are considered liquid and the market value amounted to $10,009,177 or 0.5% of total net assets. (b) Security fair valued under procedures established by the Board of Trustees. The procedures may include reviewing available financial information about the company and reviewing valuation of comparable securities and other factors on a regular basis. At December 31, 2004, the market value of fair valued securities amounted to $172,000 or 0.01% of total net assets. + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR - American Depository Receipt. BDR - Brazilian Depository Receipt. CVO - Contingent Value Obligation. GDR - Global Depository Receipt. See accompanying notes to financial statements. 10 THE GABELLI ASSET FUND STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2004 - -------------------------------------------------------------------------------- ASSETS: Investments, at value (cost $1,176,716,892) ............ $2,218,602,068 Cash and foreign currency, at value (cost $1,430) ........................................ 1,433 Receivable for Fund shares sold ........................ 1,451,358 Dividends and interest receivable ...................... 2,236,305 Receivable for investments sold ........................ 125,479 Other assets ........................................... 74,522 -------------- TOTAL ASSETS ........................................... 2,222,491,165 -------------- LIABILITIES: Payable for Fund shares redeemed ....................... 2,770,377 Payable for investment advisory fees ................... 1,848,164 Payable for distribution fees .......................... 462,258 Payable for shareholder services fees .................. 363,023 Payable for shareholder communications fees ............ 170,074 Other accrued expenses ................................. 126,703 -------------- TOTAL LIABILITIES ...................................... 5,740,599 -------------- NET ASSETS applicable to 53,474,817 shares outstanding ................................... $2,216,750,566 ============== NET ASSETS CONSIST OF: Shares of beneficial interest, at $0.01 par value ...... $ 534,748 Additional paid-in capital ............................. 1,180,878,296 Accumulated distributions in excess of net investment income ................................ (6,974) Accumulated net realized loss on investments and foreign currency transactions .................... (6,543,466) Net unrealized appreciation on investments and foreign currency translations .................... 1,041,887,962 -------------- NET ASSETS ............................................. $2,216,750,566 ============== SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering and redemption price per share ($2,216,049,748 / 53,457,834.248 shares outstanding) .................................. $41.45 ====== CLASS A: Net Asset Value and redemption price per share ($350,464 / 8,467.263 shares outstanding) .......... $41.39 ====== Maximum offering price per share (NAV / 0.9425, based on maximum sales charge of 5.75% of the offering price) .................................. $43.92 ====== CLASS B: Net Asset Value and offering price per share ($1,156 / 28.085 shares outstanding) ............... $41.16(a) ====== CLASS C: Net Asset Value and offering price per share ($349,198 / 8,487.167 shares outstanding) .......... $41.14(a) ====== - ---------- (a) Redemption price varies based on length of time held. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 - -------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends (net of foreign taxes of $476,400) ........... $ 28,432,393 Interest ............................................... 933,076 ------------ TOTAL INVESTMENT INCOME ................................ 29,365,469 ------------ EXPENSES: Investment advisory fees ............................... 20,317,306 Distribution fees -- Class AAA ......................... 5,078,789 Distribution fees -- Class A ........................... 318 Distribution fees -- Class B ........................... 10 Distribution fees -- Class C ........................... 872 Shareholder services fees .............................. 1,472,139 Shareholder communications expenses .................... 485,806 Custodian fees ......................................... 343,935 Legal and audit fees ................................... 76,866 Trustees' fees ......................................... 57,000 Registration expenses .................................. 55,579 Miscellaneous expenses ................................. 178,188 ------------ TOTAL EXPENSES ......................................... 28,066,808 ------------ NET INVESTMENT INCOME .................................. 1,298,661 ------------ NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY: Net realized gain on investments ....................... 40,899,377 Net realized gain on foreign currency transactions ................................ 18,554 Net change in unrealized appreciation / depreciation on investments and foreign currency translations ................................ 276,438,154 ------------ NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS ......................................... 317,356,085 ------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................................... $318,654,746 ============ See accompanying notes to financial statements. 11 THE GABELLI ASSET FUND STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- OPERATIONS: Net investment income ................................................... $ 1,298,661 $ 1,851,940 Net realized gain on investments and foreign currency transactions ....................................... 40,917,931 43,687,872 Net change in unrealized appreciation/depreciation on investments and foreign currency translations ..................................... 276,438,154 420,113,505 -------------- -------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .................... 318,654,746 465,653,317 -------------- -------------- DISTRIBUTIONS TO SHAREHOLDERS: Net investment income Class AAA ............................................................. (1,324,870) (1,651,347) Class A ............................................................... (693) -- Class B ............................................................... -- -- Class C ............................................................... (143) -- -------------- -------------- (1,325,706) (1,651,347) -------------- -------------- Net realized gain on investments Class AAA ............................................................. (40,218,795) (31,641,902) Class A ............................................................... (6,345) -- Class B ............................................................... (21) -- Class C ............................................................... (6,372) -- -------------- -------------- (40,231,533) (31,641,902) -------------- -------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS ..................................... (41,557,239) (33,293,249) -------------- -------------- CAPITAL SHARE TRANSACTIONS: Class AAA ............................................................... (19,448,643) 24,647,514 Class A ................................................................. 325,037 1,000 Class B ................................................................. -- 1,000 Class C ................................................................. 329,814 1,000 -------------- -------------- Net increase / (decrease) in net assets from shares of beneficial interest transactions ...................................... (18,793,792) 24,650,514 -------------- -------------- REDEMPTION FEES ......................................................... 16,237 -- -------------- -------------- NET INCREASE IN NET ASSETS .............................................. 258,319,952 457,010,582 NET ASSETS: Beginning of period ..................................................... 1,958,430,614 1,501,420,032 -------------- -------------- End of period (including undistributed net investment income of $0 and $164,909, respectively) ........................................ $2,216,750,566 $1,958,430,614 ============== ============== See accompanying notes to financial statements. 12 THE GABELLI ASSET FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. ORGANIZATION. The Gabelli Asset Fund (the "Fund") was organized on November 25, 1985 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 growth of capital. The Fund commenced investment operations on March 3, 1986. 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 of the foreign markets, but prior to the close of business on the day the securities are being valued, 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 amount 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 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. 13 THE GABELLI ASSET FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- FORWARD FOREIGN EXCHANGE CONTRACTS. The Fund may engage in forward foreign exchange contracts for hedging a specific transaction with respect to either the currency in which the transaction is denominated or another currency as deemed appropriate by the Adviser. Forward foreign exchange contracts are valued at the forward rate and are marked-to-market daily. The change in market value is included in unrealized appreciation/depreciation on investments and foreign currency translations. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of forward foreign exchange contracts does not eliminate fluctuations in the underlying prices of the Fund's portfolio securities, but it does establish a rate of exchange that can be achieved in the future. Although forward foreign exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. At December 31, 2004, there were no open forward foreign exchange contracts. FOREIGN CURRENCY TRANSLATION. The books and records of the Fund are maintained in United States (U.S.) dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the exchange rates prevailing at the end of the period, and purchases and sales of investment securities, income and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses, which result from changes in foreign exchange rates and/or changes in market prices of securities, have been included in unrealized appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains and losses resulting from changes in exchange rates include foreign currency gains and losses between trade date and settlement date on investment securities transactions, foreign currency transactions and the difference between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between the initial trade date and subsequent sale trade date is included in realized gain/(loss) on investments. FOREIGN SECURITIES. The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds, less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers. 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. DETERMINATION OF NET ASSET VALUE AND CALCULATION OF EXPENSES. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each Fund's average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board. 14 THE GABELLI ASSET FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- In calculating net asset value per share of each class, investment income, realized and unrealized gains and losses, redemption fees and expenses other than class specific expenses, are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are solely borne by the class incurring the expense. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on ordinary income and long-term capital gain amounts as determined in accordance with Federal income tax regulations, which may differ from income and capital gains as determined under U.S. generally accepted accounting principles. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterizations of distributions made by the Fund. For the year ended December 31, 2004, reclassifications were made to decrease accumulated net investment income by $144,838 and to decrease accumulated net realized loss on investments and foreign currency transactions by $144,838. The tax character of distributions paid during the fiscal years ended December 31, 2004 and December 31, 2003 were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ----------------- ----------------- DISTRIBUTIONS PAID FROM: Ordinary income (inclusive of short term capital gains) $ 3,054,945 $ 1,651,347 Net long term capital gains .................. 38,502,294 31,641,902 ----------- ------------ Total distributions paid ..................... $41,557,239 $ 33,293,249 =========== ============ 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. Dividends and interest from non-U.S. sources received by the Fund are generally subject to non-U.S. withholding taxes at rates ranging up to 30%. Such withholding taxes may be reduced or eliminated under the terms of applicable U.S. income tax treaties, and the Fund intends to undertake any procedural steps required to claim the benefits of such treaties. As of December 31, 2004, the components of accumulated earnings/(losses) on a tax basis were as follows: Accumulated net realized capital gains ....... $ 34,782 Net unrealized appreciation .................. 1,035,299,957 Net unrealized appreciation on foreign currency transactions .............. 2,783 -------------- Total accumulated gain ....................... $1,035,337,522 ============== 15 THE GABELLI ASSET FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- 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, Class A, Class B and Class 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 proceeds from the sales of securities for the year ended December 31, 2004, other than short term securities, aggregated $137,591,797 and $159,508,285, respectively. 6. TRANSACTIONS WITH AFFILIATES. During the year ended December 31, 2004, the Fund paid brokerage commissions of $336,270 to Gabelli & Company. During the year ended December 31, 2004, Gabelli & Company informed the Fund that it received $1,303 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 between the Fund and the Adviser. During the year ended December 31, 2004, the Fund reimbursed the Adviser $34,800 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 year ended December 31, 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 only to investors who acquire them directly from Gabelli & Company or 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 from 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 one year after purchase. As of July 27, 2004, Class B Shares are available only through exchange of Class B Shares of other Funds distributed by Gabelli & Company. The Fund imposes a redemption fee of 2.00% on Class AAA Shares, Class A Shares, Class B Shares and Class C Shares that are redeemed or exchanged within 60 days after the date of a purchase. For Class AAA, Class A, Class B and Class C Shares, the 2.00% redemption fee applied to shares purchased on or after 16 THE GABELLI ASSET FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- November 1, 2004. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and retained by the Fund. The redemption fees retained by the Fund during the year ended December 31, 2004 amounted to $16,237. The redemption fee did not apply to shares purchased through programs that the Adviser determined to have appropriate short-term trading policies in place. Additionally, certain recordkeepers for qualified and non-qualified retirement plans that could not collect the redemption fee at the participant level due to systems limitations have received an extension until March 31, 2005 to implement such systems. Transactions in shares of beneficial interest were as follows: YEAR ENDED YEAR ENDED DECEMBER 31, 2004 DECEMBER 31, 2003 ---------------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------- ---------- ------------- CLASS AAA CLASS AAA ---------------------------- --------------------------- Shares sold ...................................... 7,073,000 $ 266,326,783 8,794,945 $ 263,908,171 Shares issued upon reinvestment of dividends ..... 952,780 39,435,639 866,201 31,347,814 Shares redeemed .................................. (8,572,029) (325,211,065) (8,795,505) (270,608,471) ---------- ------------- ---------- ------------- Net increase / (decrease) .................... (546,249) $ (19,448,643) 865,641 $ 24,647,514 ========== ============= ========== ============= CLASS A CLASS A* ---------------------------- --------------------------- Shares sold ...................................... 8,269 $ 317,999 28 $ 1,000 Shares issued upon reinvestment of dividends ..... 170 7,038 -- -- Shares redeemed .................................. -- -- -- -- ---------- ------------- ---------- ------------- Net increase ................................. 8,439 $ 325,037 28 $ 1,000 ========== ============= ========== ============= CLASS B CLASS B* ---------------------------- --------------------------- Shares sold ...................................... -- $ -- 28 $ 1,000 Shares issued upon reinvestment of dividends ..... -- -- -- -- Shares redeemed .................................. -- -- -- -- ---------- ------------- ---------- ------------- Net increase ................................. -- $ -- 28 $ 1,000 ========== ============= ========== ============= CLASS C CLASS C* ---------------------------- --------------------------- Shares sold ...................................... 9,071 $ 354,240 28 $ 1,000 Shares issued upon reinvestment of dividends ..... 156 6,395 -- -- Shares redeemed .................................. (767) (30,821) -- -- ---------- ------------- ---------- ------------- Net increase ................................. 8,460 $ 329,814 28 $ 1,000 ========== ============= ========== ============= <FN> - ---------- *Commencement of share offering to the public on December 31, 2003. </FN> 9. OTHER MATTERS. The Adviser and/or affiliates have received subpoenas from the Attorney General of the State of New York and the SEC requesting information on mutual fund shares trading practices. Gabelli Asset Management Inc., the Adviser's parent company, is responding to these 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. 17 THE GABELLI ASSET FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Selected data for a share of beneficial interest outstanding throughout each period: INCOME FROM INVESTMENT OPERATIONS DISTRIBUTIONS ---------------------------------------------------------- ----------------------------------------- Net Net Asset Realized and Total Net Period Value, Net Unrealized from Net Realized Ended Beginning Investment Gain/(Loss) on Investment Investment Gain on Total December 31 of Period Income/(Loss)(c) Investments Operations Income Investments Distributions - ----------- --------- ---------------- -------------- ---------- ---------- ----------- ------------- CLASS AAA 2004 $36.26 $ 0.02 $ 5.96 $ 5.98 $(0.03) $(0.76) $(0.79) 2003 28.25 0.04 8.60 8.64 (0.03) (0.60) (0.63) 2002 32.97 0.02 (4.72) (4.70) (0.02) (0.00)(a) (0.02) 2001 33.90 (0.00)(a) 0.05 0.05 -- (0.98) (0.98) 2000 40.84 0.31 (1.37) (1.06) (0.31) (5.57) (5.88) CLASS A(b) 2004 $36.26 $ 0.03 $ 5.94 $ 5.97 $(0.08) $(0.76) $(0.84) CLASS B(b) 2004 $36.26 $(0.25) $ 5.91 $ 5.66 -- $(0.76) $(0.76) CLASS C(b) 2004 $36.26 $(0.26) $ 5.92 $ 5.66 $(0.02) $(0.76) $(0.78) RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA ---------------------------------------------------------- Net Asset Net Assets Net Period Value, End of Investment Portfolio Ended Redemption End of Total Period Income/ Operating Turnover December 31 Fees(c) Period Return+ (in 000's) (Loss) Expenses Rate - ----------- ---------- --------- ------- ----------- ---------- --------- --------- CLASS AAA 2004 $0.00(a) $41.45 16.5% $2,216,050 0.06% 1.38% 7% 2003 -- 36.26 30.6 1,958,431 0.11 1.38 7 2002 -- 28.25 (14.3) 1,501,420 0.04 1.38 8 2001 -- 32.97 0.2 1,911,007 (0.00) 1.36 15 2000 -- 33.90 (2.4) 1,906,095 0.77 1.36 48 CLASS A(b) 2004 $0.00(a) $41.39 16.5% $351 0.07% 1.40% 7% CLASS B(b) 2004 $0.00(a) $41.16 15.6% $1 (0.67)% 2.07% 7% CLASS C(b) 2004 $0.00(a) $41.14 15.6% $349 (0.68)% 2.15% 7% <FN> - ------------------------- + 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 and does not reflect applicable sales charges. 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) Per share amounts have been calculated using the average shares outstanding method. </FN> See accompanying notes to financial statements. 18 THE GABELLI ASSET FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- To the Board of Trustees and Shareholders of The Gabelli Asset Fund: In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Gabelli Asset Fund (the "Fund") at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 28, 2005 19 THE GABELLI ASSET FUND ADDITIONAL FUND INFORMATION (UNAUDITED) - -------------------------------------------------------------------------------- The business and affairs of the Fund are managed under the direction of the Fund's Board of Trustees. Information pertaining to the Trustees and officers of the Fund is set forth below. The Fund's Statement of Additional Information includes additional information about The Gabelli Asset Fund Trustees and is available, without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli Asset Fund at One Corporate Center, Rye, NY 10580-1422. TERM OF NUMBER OF OFFICE AND FUNDS IN FUND NAME, POSITION(S) LENGTH OF COMPLEX ADDRESS 1 TIME OVERSEEN BY PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS AND AGE SERVED 2 TRUSTEE DURING PAST FIVE YEARS HELD BY TRUSTEE 4 - ----------------- ---------- ------------- --------------------------------------------- ---------------------------- INTERESTED TRUSTEES 3: - ---------------------- MARIO J. GABELLI Since 1986 24 Chairman of the Board, Chief Executive Director of Morgan Group Trustee and Chairman Officer of Gabelli Asset Management Inc. an Holdings, Inc. (holding Age: 62 Chief Investment Officer of Gabelli Funds, company) LLC and GAMCO Investors, Inc.; Vice Chairman and Chief Executive Officer of Lynch Interactive Corporation (multimedia and services) JOHN D. GABELLI Since 1999 10 Senior Vice President of Gabelli & -- Trustee Company, Inc.; Director of Gabelli Advisers, Age: 60 Inc. KARL OTTO POHL Since 1992 34 Member of the Shareholder Committee of Sal Director of Gabelli Asset Trustee Oppenheim Jr. & Cie (private investment bank); Management Inc. (investment Age: 75 Former President of the Deutsche Bundesbank management); Chairman, and Chairman of its Central Bank Council Incentive Capital and (1980-1991) Incentive Asset Management (Zurich); Director at Sal Oppenheim Jr. & Cie, Zurich NON-INTERESTED TRUSTEES: - ------------------------ ANTHONY J. COLAVITA Since 1989 36 President and Attorney at Law in the law firm -- Trustee of Anthony J. Colavita P.C. Age: 69 JAMES P. CONN Since 1992 13 Former Managing Director and Chief Investment Director of LaQuinta Corp. Trustee Officer of Financial Security Assurance (hotels) and First Republic Age: 66 Holdings, Ltd. (1992-1998) Bank ANTHONY R. PUSTORINO Since 1986 17 Certified Public Accountant; Professor Director of Lynch Trustee Emeritus, Pace University Corporation (diversified Age: 79 manufacturing) WERNER J. ROEDER, MD Since 2001 26 Medical Director of Lawrence Hospital and -- Trustee practicing private physician Age: 64 ANTHONIE C. VAN EKRIS 1986-1989 20 Managing Director of BALMAC Director of Aurado Energy Trustee 1992-present International, Inc. (commodities) Inc. (oil and gas Age: 70 operations) SALVATORE J. ZIZZA 1986-1996 24 Chairman, Hallmark Electrical Supplies Corp. Director of Hollis Eden Trustee 2000-present Pharmaceuticals; Director Age: 59 of Earl Scheib, Inc. (automotive services) 20 THE GABELLI ASSET FUND ADDITIONAL FUND INFORMATION (UNAUDITED) (CONTINUED) - -------------------------------------------------------------------------------- TERM OF NUMBER OF OFFICE AND FUNDS IN FUND NAME, POSITION(S) LENGTH OF COMPLEX ADDRESS 1 TIME OVERSEEN BY PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS AND AGE SERVED 2 TRUSTEE DURING PAST FIVE YEARS HELD BY TRUSTEE 4 - ----------------- ---------- ------------- --------------------------------------------- ---------------------------- OFFICERS: - --------- BRUCE N. ALPERT Since 1994 -- Executive Vice President and Chief Operating -- President and Treasurer Officer of Gabelli Funds, LLC since 1988 and Age: 53 an officer of all mutual funds advised by Gabelli Funds, LLC and its affiliates. Director and President of Gabelli Advisers, Inc. JAMES E. MCKEE Since 1995 -- Vice President, General Counsel and Secretary -- Secretary of Gabelli Asset Management Inc. since 1999 Age: 41 and GAMCO Investors, Inc. since 1993; Secretary of all mutual funds advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC PETER GOLDSTEIN Since 2004 -- Director of Regulatory Affairs at Gabelli -- Chief Compliance Officer Asset Management Inc. since February 2004; Age: 51 Vice President of Goldman Sachs Asset Management from November 2000 through January 2004; Deputy GeneralCounsel at Gabelli Asset Management Inc. from February 1998 through November 2000 <FN> - ---------- 1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted. 2 Each Trustee will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders if any, called for the purpose of considering the election or re-election of such Trustee and until the election and qualification of his or her successor, if any, elected at such meeting, or (ii) the date a Trustee resigns or retires, or a Trustee is removed by the Board of Trustees or shareholders, in accordance with the Fund's By-Laws and Declaration of Trust. Each officer will hold office for an indefinite term until the date he or she resigns or retires or until his or her successor is elected and qualified. 3 "Interested person" of the Fund as defined in the Investment Company Act of 1940. Messrs. M. Gabelli, J. Gabelli and Pohl are each considered an "interested person" because of their affiliation with Gabelli Funds, LLC which acts as the Fund's investment adviser. Mario J. Gabelli and John D. Gabelli are brothers. 4 This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e. public companies) or other investment companies registered under the 1940 Act. </FN> - -------------------------------------------------------------------------------- 2004 TAX NOTICE TO SHAREHOLDERS (Unaudited) For the fiscal year ended December 31, 2004, the Fund paid to shareholders on December 29, 2004 ordinary income dividends (comprised of net investment income and short-term capital gains) totaling $0.0612, $0.1195, $0.0360 and $0.0532 and long term capital gains totaling $0.7288, $0.7288, $0.7288 and $0.7288 per share for Class AAA, Class A, Class B and Class C, respectively. For the fiscal year ended December 31, 2004, 100% of the ordinary income dividend qualifies for the dividend received deduction available to corporations and 100% of the ordinary income distribution was qualifying dividend income. U.S. GOVERNMENT INCOME: The percentage of the ordinary income dividend paid by the Fund during fiscal year 2004 which was derived from U.S. Treasury securities was 0.55%. Such income is exempt from state and local tax in all states. However, many states, including New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested at least 50% of its assets at the end of each quarter of the Fund's fiscal year in U.S. Government securities. The Gabelli Asset Fund did not meet this strict requirement in 2004. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax advisor as to the applicability of the information provided to your specific situation. - -------------------------------------------------------------------------------- 21 THE GABELLI ASSET 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 Anthony R. Pustorino CHAIRMAN AND CHIEF CERTIFIED PUBLIC ACCOUNTANT INVESTMENT OFFICER PROFESSOR EMERITUS GABELLI ASSET MANAGEMENT INC. PACE UNIVERSITY Anthony J. Colavita Werner J. Roeder, MD ATTORNEY-AT-LAW MEDICAL DIRECTOR ANTHONY J. COLAVITA, P.C. LAWRENCE HOSPITAL James P. Conn Anthonie C. van Ekris FORMER CHIEF INVESTMENT OFFICER MANAGING DIRECTOR FINANCIAL SECURITY ASSURANCE BALMAC INTERNATIONAL, INC. HOLDINGS LTD. Salvatore J. Zizza John D. Gabelli CHAIRMAN SENIOR VICE PRESIDENT HALLMARK ELECTRICAL SUPPLIES GABELLI & COMPANY, INC. CORP. Karl Otto Pohl FORMER PRESIDENT DEUTSCHE BUNDESBANK OFFICERS Bruce N. Alpert James E. McKee PRESIDENT AND TREASURER SECRETARY Peter Goldstein CHIEF COMPLIANCE OFFICER 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 Asset Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. - -------------------------------------------------------------------------------- GAB405Q404SR ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. As of the end of the period covered by the report, the registrant's Board of Trustees has determined that Anthony R. Pustorino is qualified to serve as an audit committee financial expert serving on its audit committee and that he is "independent," as defined by Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees - ---------- (a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $43,429 in 2004 and $34,259 in 2003. Audit-Related Fees - ------------------ (b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 in 2004 and $0 in 2003. Tax Fees - -------- (c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $2,550 in 2004 and $2,450 in 2003. Tax fees represent tax compliance services provided in connection with the review of the Registrant's tax returns. All Other Fees - -------------- (d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 in 2004 and $0 in 2003. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Pre-Approval Policies and Procedures. The Audit Committee ("Committee") of the registrant is responsible for pre-approving (i) all audit and permissible non-audit services to be provided by the independent auditors to the registrant and (ii) all permissible non-audit services to be provided by the independent auditors to the Adviser, Gabelli Funds, LLC, and any affiliate of Gabelli Funds, LLC ("Gabelli") that provides services to the registrant (a "Covered Services Provider") if the independent auditors' engagement related directly to the operations and financial reporting of the registrant. The Committee may delegate its responsibility to pre-approve any such audit and permissible non-audit services to the Chairperson of the Committee, and the Chairperson must report to the Committee, at its next regularly scheduled meeting after the Chairperson's pre-approval of such services, his or her decision(s). The Committee may also establish detailed pre-approval policies and procedures for pre-approval of such services in accordance with applicable laws, including the delegation of some or all of the Committee's pre-approval responsibilities to the other persons (other than Gabelli or the registrant's officers). Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the registrant, Gabelli and any Covered Services Provider constitutes not more than 5% of the total amount of revenues paid by the registrant to its independent auditors during the fiscal year in which the permissible non-audit services are provided; (ii) the permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or Chairperson prior to the completion of the audit. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) N/A (c) 100% (d) N/A (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was zero percent (0%). (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 in 2004 and $0 in 2003. (h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Board of Trustees has a Nominating Committee comprised of three "non-interested" (as such term is defined by the Investment Company Act of 1940, as amended) Trustees, namely James P. Conn, Werner J. Roeder 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 Trustee 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 Trustee of the Fund and the person's consent to be named as a Trustee 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 Trustees 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 Trustee 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 on 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. The Fund's Nominating Committee has adopted a Nominating Committee Charter. ITEM 11. 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, that is the subject of disclosure required by Item 2, filed as exhibit (a)(1) to the Registrant's Form N-CSR, filed on March 10, 2004 (Accession No. 0000935069-04-000472). (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(b) 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 Asset Fund -------------------------------------------------------------------- By (Signature and Title)* /s/ Bruce N. Alpert ----------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date March 9, 2005 ---------------------------------------------------------------------------- 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 & Principal Financial Officer Date March 9, 2005 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature.