-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqaE/Y5UKO+Ec0j7k0r0ElYgfdvr8NA1dn2b7dScYWL/nczRf7sNnwbRMFu1dhD0 Dpfoa0KMKo9Pgy3HkreC2g== 0000935069-04-001435.txt : 20040908 0000935069-04-001435.hdr.sgml : 20040908 20040908105239 ACCESSION NUMBER: 0000935069-04-001435 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040908 DATE AS OF CHANGE: 20040908 EFFECTIVENESS DATE: 20040908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI GROWTH FUND CENTRAL INDEX KEY: 0000806857 IRS NUMBER: 133391404 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04873 FILM NUMBER: 041019796 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 2124903670 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 100 PARK AVENUE CITY: RYE STATE: NY ZIP: 10580-1434 N-CSRS 1 growth.txt GABELLI GROWTH FUND 6-30-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-04873 --------- The Gabelli Growth 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, 2004 ----------------- Date of reporting period: June 30, 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. THE GABELLI GROWTH FUND SEMI-ANNUAL REPORT JUNE 30, 2004 TO OUR SHAREHOLDERS, During the second quarter of 2004, the Gabelli Growth Fund (the "Fund") fell 0.1%, while the Standard & Poor's ("S&P") 500 Index and the Russell 1000 Growth Index rose 1.7% and 1.9%, respectively. For the six-month period ended June 30, 2004, the Fund declined 0.2% versus gains of 3.4% and 2.7% for the S&P 500 Index and the Russell 1000 Growth Index, respectively. Enclosed are the financial statements and the investment portfolio as of June 30, 2004.
COMPARATIVE RESULTS - -------------------------------------------------------------------------------- AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 2004 (A) ----------------------------------------------- YEAR TO SINCE QUARTER DATE 1 YEAR 3 YEAR 5 YEAR 10 YEAR INCEPTION (B) ----------------------------------------------------------------------------- Gabelli Growth Fund Class AAA ....... (0.08)% (0.16)% 17.83% (7.21)% (5.90)% 10.35% 11.89% S&P 500 Index ....................... 1.72 3.44 19.10 (0.69) (2.20) 11.82 10.81 Russell 1000 Growth Index ........... 1.94 2.74 17.88 (3.74) (6.48) 10.11 N/A(c) Class A ............................. (0.08) (0.16) 17.83 (7.21) (5.92) 10.33 11.88 (5.82)(d) (5.89((d) 11.06(d) (9.02)(d) (7.03)(d) 9.68(d) 11.49(d) Class B ............................. (0.24) (0.52) 17.41 (7.32) (5.97) 10.31 11.87 (5.23)(e) (5.49)(e) 12.41(e) (8.25)(e) (6.16)(e) 10.31(e) 11.87(e) Class C ............................. (0.28) (0.56) 17.36 (7.33) (5.98) 10.31 11.86 (1.28)(e) (1.56)(e) 16.36(e) (7.33)(e) (5.98)(e) 10.31(e) 11.86(e)
(a) Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of dividends and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less than their original cost. The S&P 500 Index and the Russell 1000 Growth Index are unmanaged indicators of stock market performance. Dividends are considered reinvested. Performance for periods less than one year is not annualized. Current performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance information as of the most recent month-end. Investors should consider the investment objectives, risks and charges and expenses of the Fund before investing. The prospectus contains more complete information about this and other matters and should be read carefully before investing. The Class AAA Shares' net asset values are used to calculate performance for the periods prior to the issuance of Class A Shares, Class B Shares and Class C Shares on December 31, 2003. The actual performance for the Class B and Class C Shares would have been lower due to the additional expenses associated with these classes of shares. (b) Performance is calculated from inception of Class AAA Shares on April 10, 1987. (c) There is no data available for the Russell 1000 Growth Index prior to August 31, 1992. (d) Includes the effect of the maximum 5.75% sales charge at the beginning of the period. (e) Includes the effect of the applicable contingent deferred sales charge at the end of the period shown for Class B and Class C Shares, respectively. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- We have separated the portfolio manager's commentary from the financial statements and investment portfolio due to new corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the content of the portfolio manager's commentary is unrestricted. The financial statements and investment portfolio are mailed separately. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com/funds. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- A description of the Fund's proxy voting policies and procedures and how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2004 are available (i) without charge, upon request, by calling 800-GABELLI (800-422-3554); (ii) by writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) on the Securities and Exchange Commission's website at www.sec.gov. - -------------------------------------------------------------------------------- THE GABELLI GROWTH FUND PORTFOLIO OF INVESTMENTS -- JUNE 30, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS -- 99.3% AEROSPACE -- 2.7% 178,500 General Dynamics Corp. ....... $ 12,357,265 $ 17,725,050 390,000 L-3 Communications Holdings Inc. .............. 17,331,090 26,052,000 -------------- -------------- 29,688,355 43,777,050 -------------- -------------- AVIATION: PARTS AND SERVICES -- 1.6% 280,000 United Technologies Corp. .... 24,573,724 25,614,400 -------------- -------------- BROADCASTING -- 0.8% 336,600 Clear Channel Communications Inc. ........ 11,215,436 12,437,370 -------------- -------------- BUSINESS SERVICES -- 2.2% 260,000 CheckFree Corp.+ ............. 8,183,127 7,800,000 170,000 Cintas Corp. ................. 6,180,001 8,103,900 235,000 Fluor Corp. .................. 9,599,993 11,202,450 170,000 Iron Mountain Inc.+ .......... 7,901,474 8,204,200 -------------- -------------- 31,864,595 35,310,550 -------------- -------------- CABLE AND SATELLITE -- 0.8% 753,823 DIRECTV Group Inc.+ .......... 21,988,808 12,890,373 -------------- -------------- COMMUNICATIONS EQUIPMENT -- 2.8% 1,186,000 Cisco Systems Inc.+ .......... 15,410,444 28,108,200 238,000 Qualcomm Inc. ................ 10,461,395 17,369,240 -------------- -------------- 25,871,839 45,477,440 -------------- -------------- COMPUTER HARDWARE -- 1.5% 680,000 Dell Inc.+ ................... 18,421,644 24,357,600 -------------- -------------- COMPUTER SOFTWARE AND SERVICES -- 6.5% 90,000 Adobe Systems Inc. ........... 4,050,300 4,185,000 1,865,000 Microsoft Corp. .............. 50,654,144 53,264,400 715,000 Symantec Corp.+ .............. 20,976,735 31,302,700 300,000 VERITAS Software Corp.+ ...... 9,554,025 8,310,000 240,000 Yahoo! Inc.+ ................. 6,439,421 8,719,200 -------------- -------------- 91,674,625 105,781,300 -------------- -------------- CONSUMER PRODUCTS -- 2.4% 150,000 Coach Inc.+ .................. 6,122,991 6,778,500 115,000 eBay Inc.+ ................... 4,547,001 10,574,250 270,000 Harley-Davidson Inc. ......... 11,802,656 16,723,800 100,000 Procter & Gamble Co. ......... 5,262,462 5,444,000 -------------- -------------- 27,735,110 39,520,550 -------------- -------------- DIVERSIFIED INDUSTRIAL -- 1.5% 275,000 3M Co. ....................... 22,165,218 24,752,750 -------------- -------------- ELECTRONICS -- 12.1% 430,000 Analog Devices Inc. .......... 26,842,400 20,244,400 705,000 Applied Materials Inc.+ ...... 9,516,435 13,832,100 1,285,000 Intel Corp. .................. 60,894,557 35,466,000 335,000 KLA-Tencor Corp.+ ............ 14,261,675 16,542,300 620,000 Linear Technology Corp. ...... 18,585,568 24,471,400 695,000 Microchip Technology Inc. .... 15,658,852 21,920,300 MARKET SHARES COST VALUE ------ ---- ------ 2,501,617 Taiwan Semiconductor Manufacturing Co. Ltd., ADR .................. $ 15,851,626 $ 20,788,439 926,000 Texas Instruments Inc. ....... 45,851,334 22,390,680 590,000 Xilinx Inc. .................. 15,992,433 19,652,900 -------------- -------------- 223,454,880 195,308,519 -------------- -------------- ENERGY AND UTILITIES -- 8.5% 140,000 Anadarko Petroleum Corp. ..... 7,785,284 8,204,000 376,000 Apache Corp. ................. 11,731,355 16,374,800 180,000 BP plc, ADR .................. 9,432,834 9,642,600 420,000 Burlington Resources Inc. .... 12,394,764 15,195,600 380,000 Murphy Oil Corp. ............. 16,442,405 28,006,000 645,000 Occidental Petroleum Corp. ... 19,722,431 31,224,450 470,000 Schlumberger Ltd. ............ 19,910,201 29,849,700 -------------- -------------- 97,419,274 138,497,150 -------------- -------------- ENTERTAINMENT -- 6.1% 485,000 Electronic Arts Inc.+ ........ 23,376,890 26,456,750 3,325,000 Time Warner Inc.+ ............ 96,128,541 58,453,500 405,851 Viacom Inc., Cl. B ........... 17,077,585 14,496,998 -------------- -------------- 136,583,016 99,407,248 -------------- -------------- FINANCIAL SERVICES -- 12.6% 240,000 American Express Co. ......... 9,940,417 12,331,200 460,000 American International Group Inc. ................. 27,589,789 32,788,800 870,000 Citigroup Inc. ............... 38,166,878 40,455,000 135,000 Goldman Sachs Group Inc. ..... 13,053,391 12,711,600 615,000 Merrill Lynch & Co. Inc. ..... 31,080,218 33,197,700 520,900 Northern Trust Corp. ......... 29,373,995 22,023,652 1,140,000 Schwab (Charles) Corp. ....... 15,118,704 10,955,400 773,800 State Street Corp. ........... 39,268,504 37,947,152 20,000 UBS AG ....................... 1,529,040 1,421,200 -------------- -------------- 205,120,936 203,831,704 -------------- -------------- FOOD AND BEVERAGE -- 6.5% 250,000 Cheesecake Factory Inc.+ ..... 8,720,016 9,947,500 10,000 Coca-Cola Co. ................ 392,510 504,800 50,000 Panera Bread Co., Cl. A+ ..... 2,166,990 1,794,000 480,000 PepsiCo Inc. ................. 23,586,356 25,862,400 72,800 RARE Hospitality International Inc.+ ........ 2,014,972 1,812,720 470,000 Starbucks Corp.+ ............. 11,358,412 20,435,600 745,000 Sysco Corp. .................. 21,869,361 26,723,150 180,000 Whole Foods Market Inc. ...... 8,923,174 17,181,000 40,000 Wild Oats Markets Inc.+ ...... 576,900 562,800 -------------- -------------- 79,608,691 104,823,970 -------------- -------------- HEALTH CARE -- 16.9% 40,000 Affymetrix Inc.+ ............. 1,294,580 1,309,200 100,000 Alcon Inc. ................... 7,879,007 7,865,000 773,000 Amgen Inc.+ .................. 40,247,601 42,182,610 180,000 Biomet Inc. .................. 7,622,619 7,999,200 See accompanying notes to financial statements. 2 THE GABELLI GROWTH FUND PORTFOLIO OF INVESTMENTS (CONTINUED) -- JUNE 30, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- MARKET SHARES COST VALUE ------ ---- ------ COMMON STOCKS (CONTINUED) HEALTH CARE (CONTINUED) 60,000 Caremark Rx Inc.+ ............ $ 1,988,464 $ 1,976,400 10,000 Cephalon Inc.+ ............... 533,859 540,000 90,000 Edwards Lifesciences Corp.+ .. 3,217,819 3,136,500 160,000 Eli Lilly & Co. .............. 11,866,797 11,185,600 70,000 Express Scripts Inc.+ ........ 5,459,075 5,546,100 30,000 Fisher Scientific International Inc.+ ........ 1,802,621 1,732,500 210,000 Guidant Corp. ................ 14,520,590 11,734,800 60,000 IDEXX Laboratories Inc.+ ..... 3,881,496 3,776,400 80,000 Invitrogen Corp.+ ............ 5,885,443 5,759,200 444,000 Johnson & Johnson ............ 23,759,047 24,730,800 810,000 Medtronic Inc. ............... 38,451,795 39,463,200 1,237,500 Pfizer Inc. .................. 43,513,930 42,421,500 165,000 St. Jude Medical Inc.+ ....... 10,713,132 12,482,250 160,000 Stryker Corp. ................ 7,823,341 8,800,000 540,000 UnitedHealth Group Inc. ...... 28,119,707 33,615,000 90,000 Zimmer Holdings Inc.+ ........ 7,435,795 7,938,000 -------------- -------------- 266,016,718 274,194,260 -------------- -------------- PUBLISHING -- 1.4% 217,500 McGraw-Hill Companies Inc. ... 10,398,124 16,653,975 160,000 News Corp. Ltd., ADR ......... 6,080,042 5,667,200 -------------- -------------- 16,478,166 22,321,175 -------------- -------------- RETAIL -- 8.9% 410,000 Bed Bath & Beyond Inc.+ ...... 14,644,031 15,764,500 40,000 Best Buy Co. Inc. ............ 2,172,818 2,029,600 320,000 Target Corp. ................. 12,756,887 13,590,400 646,577 The Home Depot Inc. .......... 22,132,997 22,759,510 953,400 Tiffany & Co. ................ 19,252,785 35,132,790 290,000 Wal-Mart Stores Inc. ......... 17,433,874 15,300,400 1,090,000 Walgreen Co. ................. 37,682,271 39,468,900 -------------- -------------- 126,075,663 144,046,100 -------------- -------------- TRANSPORTATION -- 1.4% 160,000 C.H. Robinson Worldwide Inc. ............. 6,765,564 7,334,400 140,000 Expeditors International of Washington Inc. ............ 6,507,142 6,917,400 120,000 United Parcel Service Inc., Cl. B ...................... 8,540,295 9,020,400 -------------- -------------- 21,813,001 23,272,200 -------------- -------------- MARKET SHARES COST VALUE ------ ---- ------ WIRELESS COMMUNICATIONS -- 2.1% 680,000 Nextel Communications Inc., Cl. A+ ..................... $ 13,763,429 $ 18,128,800 685,000 Vodafone Group plc, ADR ...... 13,997,363 15,138,500 -------------- -------------- 27,760,792 33,267,300 -------------- -------------- TOTAL COMMON STOCKS .......... 1,505,530,491 1,608,889,009 -------------- -------------- PRINCIPAL AMOUNT ------- U.S. GOVERNMENT OBLIGATIONS -- 0.4% $6,324,000 U.S. Treasury Bills, 0.994% to 1.004%++, 07/08/04 to 07/15/04 ....... 6,322,515 6,322,515 -------------- -------------- TOTAL INVESTMENTS -- 99.7% ... $1,511,853,006 1,615,211,524 ============== OTHER ASSETS AND LIABILITIES (NET) -- 0.3% .... 4,788,860 -------------- NET ASSETS -- 100.0% .......................... $1,620,000,384 ============== - ---------------- For Federal tax purposes: Aggregate cost ................................ $1,511,853,006 ============== Gross unrealized appreciation ................. $231,358,717 Gross unrealized depreciation ................. (128,000,199) -------------- Net unrealized appreciation ................... $ 103,358,518 ============== - ---------------- + Non-income producing security. ++ Represents annualized yield at date of purchase. ADR - American Depository Receipt. See accompanying notes to financial statements. 3 THE GABELLI GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES JUNE 30, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- ASSETS: Investments, at value (cost $1,511,853,006) ........... $ 1,615,211,524 Cash .................................................. 968 Dividends and reclaims receivable ..................... 1,249,364 Receivable for investments sold ....................... 21,846,607 Receivable for Fund shares sold ....................... 569,436 Other assets .......................................... 31,483 --------------- TOTAL ASSETS .......................................... 1,638,909,382 --------------- LIABILITIES: Payable for Fund shares redeemed ...................... 527,269 Payable for investments purchased ..................... 15,630,063 Payable for investment advisory fees .................. 1,336,869 Payable for distribution fees ......................... 334,379 Other accrued expenses ................................ 1,080,418 --------------- TOTAL LIABILITIES ..................................... 18,908,998 --------------- NET ASSETS applicable to 65,037,187 shares outstanding .................................. $ 1,620,000,384 =============== NET ASSETS CONSIST OF: Shares of beneficial interest, at $0.01 par value .................................. $ 650,371 Additional paid-in capital ............................ 2,707,057,674 Accumulated net investment loss ....................... (5,694,457) Accumulated net realized loss on investments and foreign currency transactions .................. (1,185,371,722) Net unrealized appreciation on investments and foreign currency transactions .................. 103,358,518 --------------- TOTAL NET ASSETS ...................................... $ 1,620,000,384 =============== SHARES OF BENEFICIAL INTEREST: CLASS AAA: Net Asset Value, offering and redemption price per share ($1,619,715,784 / 65,025,722 shares outstanding) ................................. $24.91 ====== CLASS A: Net Asset Value, offering and redemption price per share ($20,810 / 835.3 shares outstanding) ................................. $24.91 ====== Maximum offering price per share (NAV / 0.9425, based on maximum sales charge of 5.75% of the offering price at June 30, 2004) .................... $26.43 ====== CLASS B: Net Asset Value, offering and redemption price per share ($239,680 / 9,658 shares outstanding) ................................. $24.82(a) ====== CLASS C: Net Asset Value, offering and redemption price per share ($24,110 / 971.7 shares outstanding) ................................. $24.81(a) ====== - -------------- (a) Redemption price varies based on length of time held. STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) - -------------------------------------------------------------------------------- INVESTMENT INCOME: Dividends (net of foreign taxes of $187,016) .............. $ 7,069,099 Interest .................................................. 72,442 ----------- TOTAL INVESTMENT INCOME ................................... 7,141,541 ----------- EXPENSES: Investment advisory fees .................................. 8,717,216 Distribution fees -- Class AAA ............................ 2,179,089 Distribution fees -- Class A .............................. 7 Distribution fees -- Class B .............................. 807 Distribution fees -- Class C .............................. 27 Shareholder services fees ................................. 1,298,709 Shareholder communications expenses ....................... 338,700 Custodian fees ............................................ 128,366 Legal and audit fees ...................................... 36,980 Trustees' fees ............................................ 28,118 Registration fees ......................................... 21,096 Miscellaneous expenses .................................... 86,883 ----------- TOTAL EXPENSES ............................................ 12,835,998 ----------- NET INVESTMENT LOSS ....................................... (5,694,457) ----------- NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: Net realized loss on investments .......................... (783,548) Net change in unrealized appreciation/ depreciation on investments ............................. 3,743,756 ----------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS .......................................... 2,960,208 ----------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ......................................... $(2,734,249) =========== See accompanying notes to financial statements. 4 THE GABELLI GROWTH FUND STATEMENT OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30, 2004 YEAR ENDED (UNAUDITED) DECEMBER 31, 2003 ---------------- ----------------- OPERATIONS: Net investment loss ..................................................... $ (5,694,457) $ (10,245,651) Net realized loss on investments ........................................ (783,548) (351,352,120) Net change in unrealized appreciation/depreciation on investments and foreign currency transactions ........................................ 3,743,756 833,859,516 -------------- -------------- NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ......... (2,734,249) 472,261,745 -------------- -------------- SHARES OF BENEFICIAL INTEREST TRANSACTIONS: Class AAA ............................................................... (259,010,681) (266,620,685) Class A ................................................................. 20,613 -- Class B ................................................................. 243,719 -- Class C ................................................................. 23,604 -- -------------- -------------- Net decrease in net assets from shares of beneficial interest transactions (258,722,745) (266,620,685) -------------- -------------- NET INCREASE/(DECREASE) IN NET ASSETS ................................... (261,456,994) 205,641,060 NET ASSETS: Beginning of period ..................................................... 1,881,457,378 1,675,816,318 -------------- -------------- End of period ........................................................... $1,620,000,384 $1,881,457,378 ============== ==============
See accompanying notes to financial statements. 5 THE GABELLI GROWTH FUND NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. ORGANIZATION. The Gabelli Growth Fund (the "Fund") was organized on October 24, 1986 as a Massachusetts business trust. The Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund's primary objective is capital appreciation. The Fund commenced investment operations on April 10, 1987. 2. SIGNIFICANT ACCOUNTING POLICIES. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. SECURITY VALUATION. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market's official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Trustees (the "Board") so determines, by such other method as the Board shall determine in good faith, to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Gabelli Funds, LLC (the "Adviser"). Portfolio securities primarily traded on foreign markets are generally valued at the preceding closing values of such securities on their respective exchanges or if after the close, market conditions change significantly, certain foreign securities may be fair valued pursuant to procedures established by the Board. Debt instruments that are not credit impaired with remaining maturities of 60 days or less are valued at amortized cost, unless the Board determines such does not reflect the securities' fair value, in which case these securities will be valued at their fair value as determined by the Board. Debt instruments having a maturity greater than 60 days for which market quotations are readily available are valued at the latest average of the bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. Futures contracts are valued at the official closing settlement price of the exchange or board of trade on which the applicable contract is traded. Securities and assets for which market quotations are not readily available are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review of available financial and non-financial information about the company; comparisons to the valuation and changes in valuation of similar securities, including a comparison of foreign securities to the equivalent U.S. dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that could be indicative of the value of the security. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded as earned. Dividend income is recorded on the ex-dividend date. 6 THE GABELLI GROWTH FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders are recorded on the ex-dividend date. Income and long-term capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund, timing differences and differing characterization of distributions made by the Fund. For the year ended December 31, 2003, reclassifications were made to decrease accumulated net investment loss by $10,245,651, with an offsetting adjustment to additional paid-in capital. No distributions were made in 2003. EXPENSES. Certain administrative expenses are common to, and allocated among the Classes of Shares. Such allocations are made on the basis of average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board. PROVISION FOR INCOME TAXES. The Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). It is the Fund's policy to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of its net investment company taxable income and net capital gains. Therefore, no provision for Federal income taxes is required. As of December 31, 2003, the components of accumulated earnings/(losses) on a tax basis were as follows: Accumulated capital loss carryforward ....... $(1,162,162,476) Net unrealized appreciation ................. 77,189,063 --------------- Total accumulated loss ...................... $(1,084,973,413) =============== The difference between book basis and tax basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales. The Fund has a net capital loss carryforward for Federal income tax purposes at December 31, 2003 of $1,162,162,476. This capital loss carryforward is available to reduce future distributions of net capital gains to shareholders. $68,961,980 of the loss carryforward is available through 2009; $743,150,002 is available through 2010; and $350,050,494 is available through 2011. 3. INVESTMENT ADVISORY AGREEMENT. The Fund has entered into an investment advisory agreement (the "Advisory Agreement") with the Adviser which provides that the Fund will pay the Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of the Fund's average daily net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program for the Fund's portfolio, oversees the administration of all aspects of the Fund's business and affairs and pays the compensation of all Officers and Trustees of the Fund who are its affiliates. 4. DISTRIBUTION PLAN. The Fund's Board has adopted a distribution plan (the "Plan") for each class of shares pursuant to Rule 12b-1 under the 1940 Act. Gabelli & Company, Inc. ("Gabelli & Company"), an affiliate of the Adviser, serves as distributor of the Fund. Under the Class AAA, A, B and C Share Plans, payments are authorized to Gabelli & Company at annual rates of 0.25%, 0.25%, 1.00% and 1.00%, respectively, of the average daily net assets of those Classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly. 5. PORTFOLIO SECURITIES. Purchases and sales of securities for the six months ended June 30, 2004, other than short term securities, aggregated $236,114,492 and $499,113,927, respectively. 7 THE GABELLI GROWTH FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- 6. TRANSACTIONS WITH AFFILIATES. During the six months ended June 30, 2004, Gabelli & Company received $131 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares. The cost of calculating the Fund's net asset value per share is a Fund expense pursuant to the Advisory Agreement. During the six months ended June 30, 2004, the Fund reimbursed the Adviser $17,400 in connection with the cost of computing the Fund's net asset value which is included in miscellaneous expenses in the Statement of Operations. 7. LINE OF CREDIT. The Fund has access to an unsecured line of credit of up to $25,000,000 from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at 0.75% above the Federal Funds rate on outstanding balances. During the six months ended June 30, 2004 there were no borrowings from the line of credit. 8. SHARES OF BENEFICIAL INTEREST. The Fund offers four classes of shares -- Class AAA Shares, Class A Shares, Class B Shares and Class C Shares. Class AAA Shares are offered through selected broker/dealers without a sales charge. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales charge (CDSC) upon redemption within six years of purchase and automatically convert to Class A Shares after eight years of the original purchase. The applicable CDSC is equal to a declining percentage of the lesser of the net asset value per share at the date of original purchase or at the date of redemption, based on the length of time held. Class C Shares are subject to a 1% CDSC for two years after purchase (one year beginning May 1, 2004). Transactions in shares of beneficial interest were as follows:
SIX MONTHS ENDED JUNE 30, 2004 YEAR ENDED (UNAUDITED) DECEMBER 31, 2003 ----------------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT ----------- ------------- ----------- ------------- CLASS AAA CLASS AAA ----------------------------- ----------------------------- Shares sold ......... 5,357,650 $ 134,084,737 14,775,159 $ 306,104,714 Shares redeemed ..... (15,743,536) (393,095,418) (27,593,891) (572,725,399) ----------- ------------- ----------- ------------- Net decrease .... (10,385,886) $(259,010,681) (12,818,732) $(266,620,685) =========== ============= =========== ============= CLASS A ----------------------------- Shares sold ......... 836 $ 20,638 Shares redeemed ..... (1) (25) ----------- ------------- Net increase .... 835 $ 20,613 =========== ============= CLASS B ----------------------------- Shares sold ......... 9,658 $ 243,719 Shares redeemed ..... -- -- ----------- ------------- Net increase .... 9,658 $ 243,719 =========== ============= CLASS C ----------------------------- Shares sold ......... 972 $ 23,604 Shares redeemed ..... -- -- ----------- ------------- Net increase .... 972 $ 23,604 =========== =============
8 THE GABELLI GROWTH FUND NOTES TO FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) - -------------------------------------------------------------------------------- 9. OTHER MATTERS. On October 7, 2003, the Fund's Adviser received a subpoena from the Attorney General of the State of New York requesting information on mutual fund shares trading practices. The Adviser has also received requests for information from the SEC regarding mutual fund trading practices and valuation of portfolio securities. The Adviser has responded to the requests. The Fund does not believe that these matters will have a material adverse effect on the Fund's financial position or the results of its operations. 10. INDEMNIFICATIONS. The Fund enters into contracts that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. 9 THE GABELLI GROWTH FUND FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- Selected data for a share of beneficial interest outstanding throughout call period.
INCOME FROM INVESTMENT OPERATIONS DISTRIBUTIONS ------------------------------------------------ ---------------------------- Net Net Asset Realized and Total Net Net Asset Period Value, Net Unrealized from Realized Value, Ended Beginning Investment Gain/(Loss) on Investment Gain on Total End of December 31 of Period Loss Investments Operations Investments Distributions Period - ------------ --------- ---------- ----------- ------------ ----------- ------------- ------ CLASS AAA 2004(e)(f) $24.95 $(0.08) $ 0.04 $(0.04) -- -- $24.91 2003 18.99 (0.14) 6.10 5.96 -- -- 24.95 2002 28.68 (0.17) (9.52) (9.69) -- -- 18.99 2001 37.79 (0.23) (8.88) (9.11) $ 0.00(a) $ 0.00(a) 28.68 2000 46.51 (0.24) (4.64) (4.88) (3.84) (3.84) 37.79 1999 35.40 (0.23) 16.50 16.27 (5.16) (5.16) 46.51 CLASS A (B) 2004(d)(e)(f) $24.95 $(0.08) $ 0.04 $(0.04) -- -- $24.91 CLASS B (B) 2004(d)(e)(f) $24.95 $(0.17) $ 0.04 $(0.13) -- -- $24.82 CLASS C (B) 2004(d)(e)(f) $24.95 $(0.16) $ 0.02 $(0.14) -- -- $24.81
RATIOS TO AVERAGE NET ASSETS/SUPPLEMENTAL DATA ----------------------------------------------------------- Net Assets Period End of Net Portfolio Ended Total Period Investment Operating Turnover December 31 Return+ (in 000's) Loss Expenses Rate - ------------ ------- ---------- ----- -------- ---- CLASS AAA 2004(e)(f) (0.2)% $1,619,716 (0.65)%(c) 1.47%(c) 14% 2003 31.4 1,881,457 (0.60) 1.47 42 2002 (33.8) 1,675,816 (0.68) 1.43 30 2001 (24.1) 2,948,390 (0.71) 1.40 26 2000 (10.6) 3,833,807 (0.63) 1.38 55 1999 46.3 3,158,448 (0.68) 1.37 52 CLASS A (B) 2004(d)(e)(f) (0.2)% $21 (0.65)%(c) 1.47%(c) 14% CLASS B (B) 2004(d)(e)(f) (0.5)% $239 (1.35)%(c) 2.22%(c) 14% CLASS C (B) 2004(d)(e)(f) (0.6)% $24 (1.33)%(c) 2.22%(c) 14% - ------------------------------------- + Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the period and sold at the end of the period including reinvestment of dividends. Total return for the period of less than one year is not annualized. (a) Amount represents less than $0.005 per share. (b) Class A, Class B and Class C Shares were initially offered on December 31, 2003. (c) Annualized. (d) From December 31, 2003. (e) Per share amounts have been calculated using the average daily shares outstanding method. (f) For the period ended June 30, 2004; unaudited. See accompanying notes to financial statements. 10 GABELLI FAMILY OF FUNDS VALUE ________________________________________ GABELLI ASSET FUND Seeks to invest primarily in a diversified portfolio of common stocks selling at significant discounts to their private market value. The Fund's primary objective is growth of capital. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GABELLI BLUE CHIP VALUE FUND Seeks long term growth of capital through investment primarily in the common stocks of established companies which are temporarily out of favor. The fund's objective is to identify a catalyst or sequence of events that will return the company to a higher value. (MULTICLASS) PORTFOLIO MANAGER: BARBARA MARCIN, CFA GABELLI WESTWOOD EQUITY FUND Seeks to invest primarily in the common stock of well-seasoned companies that have recently reported positive earnings surprises and are trading below Westwood's proprietary growth rate estimates. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: SUSAN M. BYRNE FOCUSED VALUE ______________________________ GABELLI VALUE FUND Seeks to invest in securities of companies believed to be undervalued. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA SMALL CAP VALUE ____________________________ GABELLI SMALL CAP FUND Seeks to invest primarily in common stock of smaller companies (market capitalizations less than $1 billion) believed to have rapid revenue and earnings growth potential. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GABELLI WESTWOOD SMALLCAP EQUITY FUND Seeks to invest primarily in smaller capitalization equity securities - market caps of $2.5 billion or less. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) TEAM MANAGED GABELLI WOODLAND SMALL CAP VALUE FUND Seeks to invest primarily in the common stocks of smaller companies (market capitalizations less than $1.5 billion) believed to be undervalued with shareholder oriented management teams that are employing strategies to grow the company's value. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: ELIZABETH M. LILLY, CFA GROWTH ______________________________________ GABELLI GROWTH FUND Seeks to invest primarily in large cap stocks believed to have favorable, yet undervalued, prospects for earnings growth. The Fund's primary objective is capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: HOWARD F. WARD, CFA GABELLI INTERNATIONAL GROWTH FUND Seeks to invest in the equity securities of foreign issuers with long-term capital appreciation potential. The Fund offers investors global diversification. (MULTICLASS) PORTFOLIO MANAGER: CAESAR BRYAN AGGRESSIVE GROWTH _________________________ GABELLI GLOBAL GROWTH FUND Seeks capital appreciation through a disciplined investment program focusing on the globalization and interactivity of the world's marketplace. The Fund invests in companies at the forefront of accelerated growth. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED MICRO-CAP ___________________________________ GABELLI WESTWOOD MIGHTY MITES(SM) FUND Seeks to invest in micro-cap companies that have market capitalizations of $300 million or less. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) TEAM MANAGED EQUITY INCOME _______________________________ GABELLI EQUITY INCOME FUND Seeks to invest primarily in equity securities with above market average yields. The Fund pays monthly dividends and seeks a high level of total return with an emphasis on income. (MULTICLASS) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA GABELLI WESTWOOD BALANCED FUND Seeks to invest in a balanced and diversified portfolio of stocks and bonds. The Fund's primary objective is both capital appreciation and current income. (MULTICLASS) CO-PORTFOLIO MANAGERS: SUSAN M. BYRNE MARK FREEMAN, CFA GABELLI WESTWOOD REALTY FUND Seeks to invest in securities that are primarily engaged in or related to the real estate industry. The Fund's primary objective is long-term capital appreciation. (MULTICLASS) PORTFOLIO MANAGER: SUSAN M. BYRNE SPECIALTY EQUITY ____________________________ GABELLI GLOBAL CONVERTIBLE SECURITIES FUND Seeks to invest principally in bonds and preferred stocks which are convertible into common stock of foreign and domestic companies. The Fund's primary objective is total return through a combination of current income and capital appreciation. (MULTICLASS) TEAM MANAGED GABELLI GLOBAL OPPORTUNITY FUND Seeks to invest in common stock of companies which have rapid growth in revenues and earnings and potential for above average capital appreciation or are undervalued. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED SECTOR ______________________________________ GABELLI GLOBAL TELECOMMUNICATIONS FUND Seeks to invest in telecommunications companies throughout the world - targeting undervalued companies with strong earnings and cash flow dynamics. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED GABELLI GOLD FUND Seeks to invest in a global portfolio of equity securities of gold mining and related companies. The Fund's objective is long-term capital appreciation. Investment in gold stocks is considered speculative and is affected by a variety of world-wide economic, financial and political factors. (MULTICLASS) PORTFOLIO MANAGER: CAESAR BRYAN GABELLI UTILITIES FUND Seeks to provide a high level of total return through a combination of capital appreciation and current income. (MULTICLASS) TEAM MANAGED MERGER AND ARBITRAGE _____________________ GABELLI ABC FUND Seeks to invest in securities with attractive opportunities for appreciation or investment income. The Fund's primary objective is total return in various market conditions without excessive risk of capital loss. (NO-LOAD) PORTFOLIO MANAGER: MARIO J. GABELLI, CFA CONTRARIAN_________________________________ Gabelli Mathers Fund Seeks long-term capital appreciation in various market conditions without excessive risk of capital loss. (CLASS AAA-NO-LOAD) PORTFOLIO MANAGER: HENRY VAN DER EB, CFA COMSTOCK CAPITAL VALUE FUND Seeks capital appreciation and current income. The Fund may use either long or short positions to achieve its objective. (MULTICLASS) PORTFOLIO MANAGER: MARTIN WEINER, CFA COMSTOCK STRATEGY FUND The Fund emphasizes investments in debt securities, which maximize total return in light of credit risk, interest rate risk, and the risk associated with the length of maturity of the debt instrument. (MULTICLASS) PORTFOLIO MANAGER: MARTIN WEINER, CFA QUANTITATIVE_________________________________ NED DAVIS RESEARCH ASSET ALLOCATION FUND Seeks to achieve returns greater then the weighted composite benchmark consisting of 60% in the S&P 500 Index and 40% in the Lehman Long Term U.S. Government Bond Index through a flexible asset allocation strategy. The Fund's primary objective is capital appreciation. (MULTICLASS) TEAM MANAGED FIXED INCOME ________________________________ GABELLI WESTWOOD INTERMEDIATE BOND FUND Seeks to invest in a diversified portfolio of bonds with various maturities. The Fund's primary objective is total return. (MULTICLASS) PORTFOLIO MANAGER: MARK FREEMAN, CFA CASH MANAGEMENT-MONEY MARKET __________ GABELLI U.S. TREASURY MONEY MARKET FUND Seeks to invest exclusively in short-term U.S. Treasury securities. The Fund's primary objective is to provide high current income consistent with the preservation of principal and liquidity. (NO-LOAD) PORTFOLIO MANAGER: JUDITH A. RANERI THE TREASURER'S FUND Three money market portfolios designed to generate superior returns without compromising portfolio safety. U.S. Treasury Money Market seeks to invest in U.S. Treasury securities and repurchase agreements. Tax Exempt Money Market seeks to invest in municipal securities. Domestic Prime Money Market seeks to invest in prime quality, domestic money market instruments. (NO-LOAD) PORTFOLIO MANAGER: JUDITH A. RANERI THE GLOBAL FUNDS INVEST IN FOREIGN SECURITIES WHICH INVOLVE RISKS NOT ORDINARILY ASSOCIATED WITH INVESTMENTS IN DOMESTIC ISSUES, INCLUDING CURRENCY FLUCTUATION, ECONOMIC AND POLITICAL RISKS. AN INVESTMENT IN THE ABOVE MONEY MARKET FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY. ALTHOUGH THE FUNDS SEEK TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUNDS. TO RECEIVE A PROSPECTUS, CALL 800-GABELLI (422-3554). INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES AND EXPENSES OF THE FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS MORE COMPLETE INFORMATION ABOUT THIS AND OTHER MATTERS AND SHOULD BE READ CAREFULLY BEFORE INVESTING. THE GABELLI GROWTH FUND One Corporate Center Rye, New York 10580-1422 800-GABELLI 800-422-3554 FAX: 914-921-5118 WEBSITE: WWW.GABELLI.COM E-MAIL: INFO@GABELLI.COM Net Asset Value available daily by calling 800-GABELLI after 6:00 P.M. BOARD OF TRUSTEES Mario J. Gabelli, CFA Karl Otto Pohl CHAIRMAN AND CHIEF FORMER PRESIDENT INVESTMENT OFFICER DEUTSCHE BUNDESBANK GABELLI ASSET MANAGEMENT INC. Anthony J. Colavita Anthony R. Pustorino ATTORNEY-AT-LAW CERTIFIED PUBLIC ACCOUNTANT ANTHONY J. COLAVITA, P.C. PROFESSOR EMERITUS PACE UNIVERSITY James P. Conn Anthony Torna FORMER CHIEF INVESTMENT OFFICER MAXIM GROUP LLC FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. Dugald A. Fletcher Anthonie C. van Ekris PRESIDENT MANAGING DIRECTOR FLETCHER & COMPANY, INC. BALMAC INTERNATIONAL, INC. John D. Gabelli Salvatore J. Zizza SENIOR VICE PRESIDENT CHAIRMAN, HALLMARK ELECTRICAL GABELLI & COMPANY, INC. SUPPLIES CORP. Robert J. Morrissey ATTORNEY-AT-LAW MORRISSEY, HAWKINS & LYNCH OFFICERS AND PORTFOLIO MANAGER Bruce N. Alpert Howard F. Ward, CFA PRESIDENT AND TREASURER PORTFOLIO MANAGER James E. McKee SECRETARY DISTRIBUTOR Gabelli & Company, Inc. CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT State Street Bank and Trust Company LEGAL COUNSEL Skadden, Arps, Slate, Meagher & Flom LLP - -------------------------------------------------------------------------------- This report is submitted for the general information of the shareholders of The Gabelli Growth Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. - -------------------------------------------------------------------------------- GAB406Q204SR [MARIO GABELLI PHOTO OMITTED] THE GABELLI GROWTH FUND SEMI-ANNUAL REPORT JUNE 30, 2004 ITEM 2. CODE OF ETHICS. Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Board of Trustees has a Nominating Committee comprised of two "non-interested" (as such term is defined by the Investment Company Act of 1940, as amended) Trustees, namely Anthony J. Colavita, and Salvatore J. Zizza. The Nominating Committee is responsible for identifying individuals believed to be qualified to become Board members in the event that a position is vacated or created. The Nominating Committee will consider Trustees candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating Committee will take into consideration the needs of the Board of Trustees, the qualifications of the candidate and the interests of shareholders. The Nominating Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by the Nominating Committee, a shareholder must submit the recommendation in writing and must include the following information: o The name of the shareholder and evidence of the person's ownership of shares of the Fund, including the number of shares owned and the length of time of ownership; o The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Trustees of the Fund and the person's consent to be named as a Trustees if selected by the Nominating Committee and nominated by the Board of Trustees; and o If requested by the Nominating Committee, a completed and signed directors questionnaire. The shareholder recommendation and information described above must be sent to the Fund's Secretary c/o Gabelli Funds, LLC, James E. McKee and must be received by the Secretary no less than 120 days prior to the anniversary date of the Fund's most recent annual meeting of shareholders or, if the meeting has moved by more than 30 days, a reasonable amount of time before the meeting. The Nominating Committee believes that the minimum qualifications for serving as a Trustees of the Fund are that the individual demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board of Trustees' oversight of the business and affairs of the Fund and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Nominating Committee examines a candidate's specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Fund. The Nominating Committee also seeks to have the Board of Trustees represent a diversity of backgrounds and experience. ITEM 10. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (a)(1) Not applicable. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Gabelli Growth Fund ------------------------------------------------------------------- By (Signature and Title)* /s/ BRUCE N. ALPERT ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer Date September 7, 2004 ---------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ BRUCE N. ALPERT ------------------------------------------------------- Bruce N. Alpert, Principal Executive Officer and Principal Financial Officer Date September 7, 2004 ---------------------------------------------------------------------------- * Print the name and title of each signing officer under his or her signature. EX-99.CERT 2 exh302.txt CERTIFICATION 302 CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, Bruce N. Alpert, certify that: 1. I have reviewed this report on Form N-CSR of The Gabelli Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [Omitted] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 7, 2004 /s/ BRUCE N. ALPERT ---------------------- ------------------------------------------------ Bruce N. Alpert, Principal Executive Officer and Principal Financial Officer EX-99.906 3 exh906.txt CERTIFICATION 906 CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT I, Bruce N. Alpert, Principal Executive Officer of The Gabelli Growth Fund (the "Registrant"), certify that: 1. The Form N-CSR of the Registrant (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: September 7, 2004 /s/ BRUCE N. ALPERT ---------------------- ------------------------------------------------ Bruce N. Alpert, Principal Executive Officer and Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----