N-CSR 1 d655025dncsr.htm GAMCO GROWTH FUND Gamco Growth Fund

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 GAMCO 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

Date of reporting period:  December 31, 2013

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, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

The GAMCO Growth Fund

 

Annual Report — December 31, 2013

   LOGO
 
   

 

Howard F. Ward, CFA

    Portfolio Manager

To Our Shareholders,

For the year ended December 31, 2013, the net asset value (“NAV”) per Class AAA Share of The GAMCO Growth Fund increased 34.0% compared with increases of 32.4% and 33.5% for the Standard & Poor’s (“S&P”) 500 Index and the Russell 1000 Growth Index, respectively. See page 2 for additional performance information.

Enclosed are the schedule of investments and financial statements as of December 31, 2013.

Performance Discussion (Unaudited)

The year commenced with a deal in Washington to prevent the “fiscal cliff” from wreaking havoc with the economy. The “fiscal cliff” would have combined the expiration of the Bush tax cuts with spending cuts mandated by sequestration. The deal to soften the impact essentially resulted in most of the tax increases hitting just the top income brackets, although the payroll tax holiday expired for everyone. While tax increases and spending cuts pinched growth, consumers adjusted and the market continued its march forward.

Selected holdings that contributed positively to performance in 2013 were Google Inc. (3.8% of net assets as of December 31, 2013), widely recognized as the leading internet search engine, whose revenue is generated by providing targeted and cost effective online advertising; priceline.com Inc (1.3%), a commercial website that helps users obtain discount rates for travel related purchases such as airline tickets and hotel stays; and Pioneer Natural Resources Co. (1.6%), an independent oil and gas company based in Texas. In addition to these holdings, the Fund saw favorable returns from MasterCard Inc (2.4%), a global payment and technology company connecting consumers, financial institutions, merchants, governments, and businesses worldwide, enabling them to use electronic forms of payment instead of cash and checks; and Microsoft Corp (3.1%), an American multinational corporation that develops, manufactures, licenses, supports, and sells computer software, consumer electronics, and personal computers and services.

Some of our weaker performing stocks for the year were Varian Medical Systems (no longer held in the portfolio), EMC Corp (0.7%), which develops, delivers, and supports the Information Technology industry’s range of infrastructure technologies, solutions, and services; and Apple Inc. (5.0%), which designs, manufactures and markets mobile communication and media devices, personal computers, and portable digital music players, and a variety of related software, services, peripherals, networking solutions, and third party digital content and applications. Also serving as detractors from the Fund were Caterpillar Inc. and Heineken NV, both of which are no longer held.

Thank you for your investment in The GAMCO Growth Fund. We appreciate your confidence and trust.

 

  

Sincerely yours,

  
   LOGO
  

Bruce N. Alpert

February 11, 2014

   

President

Comparative Results

 

   

Average Annual Returns through December 31, 2013 (a) (Unaudited)

    Since
Inception
(4/10/87)		     
         1 Year    5 Year    10 Year      
 

Class AAA (GABGX)

        33.97%        19.07%        6.50%    10.08%     
 

S&P 500 Index

    32.39    17.94    7.41      9.61(d)   
 

Russell 1000 Growth Index

    33.48    20.39    7.83      8.99(d)   
 

Class A (GGCAX)

    33.95    19.07    6.50    10.08       
 

With sales charge (b)

    26.25    17.66    5.87    9.84   
 

Class C (GGCCX)

    32.95    18.17    5.70    9.77   
 

With contingent deferred sales charge (c)

    31.95    18.17    5.70    9.77   
 

Class I (GGCIX)

    34.28    19.36    6.65    10.14     

In the current prospectuses dated April 30, 2013, the expense ratios for Class AAA, A, C, and I Shares are 1.49%, 1.49%, 2.24%, and 1.24%, respectively. See page 9 for the expense ratios for the year ended December 31, 2013. Class AAA and Class I Shares do not have a sales charge. The maximum sales charge for Class A and Class C Shares is 5.75% and 1.00%, respectively.

 

    (a)

Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price, reinvestment of distributions, 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. 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. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days after the date of purchase. Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus please visit our website at www.gabelli.com. The Class AAA Share NAVs are used to calculate performance for the periods prior to the issuance of Class A Shares and Class C Shares on December 31, 2003 and Class I Shares on January 11, 2008. The actual performance of the Class A Shares and Class C Shares would have been lower due to the additional fees and expenses associated with these classes of shares. The actual performance of the Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 Index is a market capitalization weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Russell 1000 Growth Index measures the performance of the large cap growth segment of the U.S. equity market. Dividends are considered reinvested. You cannot invest directly in an index.

 
    (b)

Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.

    (c)

Assuming payment of the 1% maximum contingent deferred sales charge imposed on redemptions made within one year of purchase.

 
    (d)

S&P 500 Index and Russell 1000 Growth Index since inception performance are as of March 31, 1987.

 

COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN

THE GAMCO GROWTH FUND (CLASS AAA SHARES) AND S&P 500 INDEX (Unaudited)

 

LOGO

 

*

Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

2

The GAMCO Growth Fund       
Disclosure of Fund Expenses (Unaudited)       

For the Six Month Period from July 1, 2013 through December 31, 2013

      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 costs (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, 2013.

 

     Beginning
Account Value
07/01/13		      Ending
Account Value
12/31/13		      Annualized
Expense
Ratio		    

Expenses
Paid During

Period*

  

The GAMCO Growth Fund

  

        

Actual Fund Return

  

  

Class AAA

      $1,000.00         $1,199.40         1.43 %      $  7.93   

Class A

      $1,000.00         $1,199.30         1.43 %      $  7.93   

Class C

      $1,000.00         $1,194.80         2.18 %      $12.06   

Class I

      $1,000.00         $1,200.90         1.18 %      $  6.55   

Hypothetical 5% Return

  

  

Class AAA

      $1,000.00         $1,018.00         1.43 %      $  7.27   

Class A

      $1,000.00         $1,018.00         1.43 %      $  7.27   

Class C

      $1,000.00         $1,014.22         2.18 %      $11.07   

Class I

      $1,000.00         $1,019.26         1.18 %      $  6.01   

 

*

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 (184 days), then divided by 365.

 

 

3

Summary of Portfolio Holdings (Unaudited)

The following table presents portfolio holdings as a percent of net assets as of December 31, 2013:

The GAMCO Growth Fund

 

Information Technology

      18.5%   

Consumer Discretionary - Other

      17.4%   

Consumer Discretionary - Media

      13.0%   

Producer Durables

      11.1%   

Health Care

      10.7%   

Consumer Staples

      8.5%   

Materials and Processing

      7.6%   

Financial Services

      6.9%   

Energy

      4.2%   

Utilities

      1.5%   

U.S. Government Obligations

      0.7%   

Other Assets and Liabilities (Net)

      (0.1)%   
  

 

 

  
     100.0%   
  

 

 

  
 

 

The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. 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 SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

Proxy Voting

The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SEC’s website at www.sec.gov.

 

4

The GAMCO Growth Fund

Schedule of Investments — December 31, 2013

 

 

Shares

        

Cost

    

Market

Value

  
  COMMON STOCKS — 99.4%     
  INFORMATION TECHNOLOGY — 18.5%   
  46,100      Apple Inc.   $   16,423,413      $   25,867,171   
  146,000      EMC Corp.     4,022,421        3,671,900   
  117,000      Facebook Inc., Cl. A†     3,702,419        6,395,220   
  17,500      Google Inc., Cl. A†     11,273,701        19,612,425   
  55,300     

International Business Machines Corp.

     6,657,189        10,372,621   
  432,000      Microsoft Corp.     11,795,805        16,169,760   
  196,000      Oracle Corp.     6,806,986        7,498,960   
  93,500      QUALCOMM Inc.     6,047,926        6,942,375   
   

 

 

    

 

 

  
 

TOTAL INFORMATION TECHNOLOGY

     66,729,860        96,530,432   
   

 

 

    

 

 

  
  CONSUMER DISCRETIONARY—OTHER — 17.4%   
  19,400      Amazon.com Inc.†     4,452,619        7,736,526   
  6,000      AutoZone Inc.†     2,271,174        2,867,640   
  58,000      Costco Wholesale Corp.     3,907,609        6,902,580   
  137,500      eBay Inc.†     6,658,819        7,547,375   
  23,400      L’Oreal SA     3,824,694        4,110,854   
  87,000      Luxottica Group SpA     4,280,769        4,661,783   
  44,600      Macy’s Inc.     1,895,178        2,381,640   
  24,000      Michael Kors Holdings Ltd.†     1,426,583        1,948,560   
  47,300      NIKE Inc., Cl. B     2,601,751        3,719,672   
  6,000      priceline.com Inc.†     4,226,105        6,974,400   
  19,000      Ralph Lauren Corp.     2,452,447        3,354,830   
  67,600      Starbucks Corp.     3,001,668        5,299,164   
  44,000     

The Estee Lauder Companies Inc., Cl. A

     1,996,987        3,314,080   
  146,600      The Home Depot Inc.     7,210,608        12,071,044   
  45,600      The Swatch Group AG     4,761,546        5,132,268   
  69,000      The TJX Companies Inc.     1,986,762        4,397,370   
  39,400      Tiffany & Co     2,262,558        3,655,532   
  57,200      Wal-Mart Stores Inc.     4,059,671        4,501,068   
   

 

 

    

 

 

  
 

TOTAL CONSUMER DISCRETIONARY—OTHER

     63,277,548        90,576,386   
   

 

 

    

 

 

  
  CONSUMER DISCRETIONARY—MEDIA — 13.0%   
  60,000     

CBS Corp., Cl. B, Non-Voting

     1,442,615        3,824,400   
  5,000      Comcast Corp., Cl. A     240,913        259,825   
  205,000     

Comcast Corp., Cl. A, Special

     5,270,284        10,225,400   
  80,600      DIRECTV†     3,903,840        5,568,654   
  44,000     

Discovery Communications Inc., Cl. A†

     2,591,717        3,978,480   
  79,800      Liberty Global plc, Cl. A†     5,982,965        7,101,402   
  91,000      Nielsen Holdings NV†     2,774,746        4,175,990   
  29,600      The Walt Disney Co     1,960,320        2,261,440   
  94,000      Time Warner Cable Inc.     12,330,018        12,737,000   
  210,000     

Twenty-First Century Fox Inc., Cl. A

     4,678,731        7,387,800   

Shares

        

Cost

    

Market

Value

  
  115,000      Viacom Inc., Cl. B   $ 5,573,730      $ 10,044,100   
   

 

 

    

 

 

  
 

TOTAL CONSUMER DISCRETIONARY—MEDIA

     46,749,879        67,564,491   
   

 

 

    

 

 

  
  PRODUCER DURABLES — 11.1%   
  37,500      3M Co     4,911,857        5,259,375   
  74,200      B/E Aerospace Inc.†     4,788,501        6,457,626   
  25,100      Cummins Inc     2,621,988        3,538,347   
  37,000      Eaton Corp. plc     1,920,507        2,816,440   
  45,000      Emerson Electric Co     2,712,186        3,158,100   
  43,500      Flowserve Corp.     1,766,096        3,429,105   
  112,000      Honeywell International Inc.     5,066,455        10,233,440   
  50,000      PACCAR Inc.     2,237,330        2,958,500   
  73,000      Union Pacific Corp.     7,957,697        12,264,000   
  66,000      United Technologies Corp.     4,329,076        7,510,800   
   

 

 

    

 

 

  
 

TOTAL PRODUCER DURABLES

     38,311,693        57,625,733   
   

 

 

    

 

 

  
  HEALTH CARE — 10.7%   
  157,000      Abbott Laboratories     5,331,549        6,017,810   
  39,400      Allergan Inc.     3,247,363        4,376,552   
  45,700      Amgen Inc.     3,900,746        5,217,112   
  42,000      Becton, Dickinson and Co     3,599,511        4,640,580   
  13,100      Biogen Idec Inc.†     1,928,992        3,664,725   
  23,400      Celgene Corp.†     1,801,329        3,953,664   
  138,000      Express Scripts Holding Co.†     8,389,738        9,693,120   
  88,400      Gilead Sciences Inc.†     3,804,313        6,643,260   
  55,000      Johnson & Johnson     3,703,527        5,037,450   
  13,500      Novo Nordisk A/S, Cl. B     1,033,553        2,474,575   
  57,000      Roche Holding AG, ADR     2,442,270        4,001,400   
   

 

 

    

 

 

  
 

TOTAL HEALTH CARE

     39,182,891        55,720,248   
   

 

 

    

 

 

  
  CONSUMER STAPLES — 8.5%   
  63,000      Beam Inc.     2,973,891        4,287,780   
  71,000      Colgate-Palmolive Co     2,872,330        4,629,910   
  145,700      CVS Caremark Corp.     8,685,660        10,427,749   
  31,700      Diageo plc, ADR     2,644,765        4,197,714   
  31,000      Mead Johnson Nutrition Co     2,207,942        2,596,560   
  73,000     

Mondelēz International Inc., Cl. A

     2,264,096        2,576,900   
  65,600      PepsiCo Inc.     4,257,830        5,440,864   
  178,000      The Coca-Cola Co     5,245,966        7,353,180   
  50,400      Whole Foods Market Inc.     1,953,607        2,914,632   
   

 

 

    

 

 

  
 

TOTAL CONSUMER STAPLES

     33,106,087        44,425,289   
   

 

 

    

 

 

  
  MATERIALS AND PROCESSING — 7.6%   
  70,000     

E. I. du Pont de Nemours and Co

     3,365,355        4,547,900   
  49,400      Ecolab Inc.     4,312,696        5,150,938   
  45,300      Monsanto Co     3,671,626        5,279,715   
  36,000      PPG Industries Inc.     5,737,678        6,827,760   
  47,000      Precision Castparts Corp.     6,017,696        12,657,100   
 

 

See accompanying notes to financial statements.

 

5

The GAMCO Growth Fund

Schedule of Investments (Continued) — December 31, 2013

 

 

 

Shares

        

Cost

    

Market
Value

  
  COMMON STOCKS (Continued)     
  MATERIALS AND PROCESSING (Continued)   
  28,100      The Sherwin-Williams Co   $ 4,409,941      $ 5,156,350   
   

 

 

    

 

 

  
 

TOTAL MATERIALS AND PROCESSING

     27,514,992        39,619,763   
   

 

 

    

 

 

  
  FINANCIAL SERVICES — 6.9%   
  6,700      BlackRock Inc.     1,328,599        2,120,349   
  85,900      JPMorgan Chase & Co     3,170,044        5,023,432   
  14,900      MasterCard Inc., Cl. A     4,580,232        12,448,354   
  95,000      Morgan Stanley     1,525,948        2,979,200   
  26,200     

The Goldman Sachs Group Inc.

     2,795,267        4,644,212   
  38,000      Visa Inc., Cl. A     3,784,656        8,461,840   
   

 

 

    

 

 

  
 

TOTAL FINANCIAL SERVICES

     17,184,746        35,677,387   
   

 

 

    

 

 

  
  ENERGY — 4.2%   
  49,800      Continental Resources Inc.†     4,308,926        5,603,496   
  48,000      EOG Resources Inc.     5,655,728        8,056,320   
  44,700     

Pioneer Natural Resources Co.

     5,224,402        8,227,929   
   

 

 

    

 

 

  
 

TOTAL ENERGY

     15,189,056        21,887,745   
   

 

 

    

 

 

  
  UTILITIES — 1.5%   
  156,000     

Verizon Communications Inc.

     7,064,172        7,665,840   
   

 

 

    

 

 

  
 

TOTAL COMMON STOCKS

     354,310,924        517,293,314   
   

 

 

    

 

 

  

Principal
Amount

        

Cost

    

Market

Value

  
  U.S. GOVERNMENT OBLIGATIONS — 0.7%    
  $3,674,000      U.S. Treasury Bills,    
 

0.078% to 0.095%††,

    
 

05/22/14 to 06/26/14

   $ 3,672,627      $ 3,672,893   
   

 

 

    

 

 

  
 

TOTAL INVESTMENTS — 100.1%

   $ 357,983,551        520,966,207   
   

 

 

    

 

 

  
 

Other Assets and Liabilities (Net) — (0.1)%

   

     (268,405 ) 
     

 

 

  
 

NET ASSETS — 100.0%

  

   $ 520,697,802   
     

 

 

  

 

 

†

Non-income producing security.

††

Represents annualized yield at date of purchase.

ADR

American Depositary Receipt

 

 

See accompanying notes to financial statements.

 

6

The GAMCO Growth Fund

 

Statement of Assets and Liabilities

December 31, 2013

 

 

 

Assets:

   

Investments, at value (cost $357,983,551)

    $ 520,966,207   

Cash

      4,506   

Receivable for Fund shares sold

      139,058   

Dividends receivable

      470,818   

Prepaid expenses

      31,442   
  

 

 

  

Total Assets

      521,612,031   
  

 

 

  

Liabilities:

   

Payable for Fund shares redeemed

      211,672   

Payable for investment advisory fees

      432,334   

Payable for distribution fees

      106,316   

Payable for accounting fees

      3,750   

Payable for shareholder services fees

      53,488   

Payable for shareholder communications expenses

      47,144   

Other accrued expenses

      59,525   
  

 

 

  

Total Liabilities

      914,229   
  

 

 

  

Net Assets
(applicable to 11,169,683 shares outstanding)

    $ 520,697,802   
  

 

 

  

Net Assets Consist of:

   

Paid-in capital

    $ 390,547,040   

Accumulated net realized loss on investments and foreign currency transactions

      (32,834,631 ) 

Net unrealized appreciation on investments

      162,982,656   

Net unrealized appreciation on foreign currency translations

      2,737   
  

 

 

  

Net Assets

    $ 520,697,802   
  

 

 

  

Shares of Beneficial Interest, each at $0.01 par value; unlimited number of shares authorized:

   

Class AAA:

   

Net Asset Value, offering, and redemption price per share ($505,727,150 ÷ 10,848,330 shares outstanding)

    $ 46.62   
  

 

 

  

Class A:

   

Net Asset Value and redemption price per share ($1,355,144 ÷ 29,066 shares outstanding)

    $ 46.62   
  

 

 

  

Maximum offering price per share (NAV ÷ 0.9425, based on maximum sales charge of 5.75% of the offering price)

    $ 49.46   
  

 

 

  

Class C:

   

Net Asset Value and offering price per share ($1,221,214 ÷ 28,125 shares outstanding)

    $ 43.42 (a) 
  

 

 

  

Class I:

   

Net Asset Value, offering, and redemption price per share ($12,394,294 ÷ 264,162 shares outstanding)

    $ 46.92   
  

 

 

  

 

(a)  Redemption

price varies based on the length of time held.

Statement of Operations

For the Year Ended December 31, 2013

 

 

 

Investment Income:

   

Dividends (net of foreign withholding taxes of $71,284)

    $ 6,903,321   

Interest

      1,770   
  

 

 

  

Total Investment Income

      6,905,091   
  

 

 

  

Expenses:

   

Investment advisory fees

      4,691,822   

Distribution fees - Class AAA

      1,141,832   

Distribution fees - Class A

      2,831   

Distribution fees - Class C

      10,068   

Shareholder services fees

      425,175   

Trustees’ fees

      144,000   

Shareholder communications expenses

      122,506   

Custodian fees

      57,968   

Legal and audit fees

      51,101   

Registration expenses

      50,304   

Accounting fees

      45,000   

Miscellaneous expenses

      36,200   
  

 

 

  

Total Expenses

      6,778,807   
  

 

 

  

Less:

   

Custodian fee credits

      (159 ) 
  

 

 

  

Net Expenses

      6,778,648   
  

 

 

  

Net Investment Income

      126,443   
  

 

 

  

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency:

   

Net realized gain on investments

      47,492,233   

Net realized loss on foreign currency transactions

      (198 ) 
  

 

 

  

Net realized gain on investments and foreign currency transactions

      47,492,035   
  

 

 

  

Net change in unrealized appreciation/depreciation:

on investments

      89,819,689   

on foreign currency translations

      4,257   
  

 

 

  

Net change in unrealized appreciation/depreciation on investments and foreign currency translations

      89,823,946   
  

 

 

  

Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Currency

      137,315,981   
  

 

 

  

Net Increase in Net Assets Resulting from Operations

    $ 137,442,424   
  

 

 

  
 

 

See accompanying notes to financial statements.

 

7

The GAMCO Growth Fund

Statement of Changes in Net Assets

 

 

 

     Year Ended
December 31, 2013		     Year Ended
December 31, 2012		  

Operations:

     

Net investment income

    $ 126,443      $ 607,754   

Net realized gain on investments and foreign currency transactions

      47,492,035        20,968,500   

Net change in unrealized appreciation on investments and foreign currency translations

      89,823,946        42,796,098   
  

 

 

    

 

 

  

Net Increase in Net Assets Resulting from Operations

      137,442,424        64,372,352   
  

 

 

    

 

 

  

Distributions to Shareholders:

     

Net investment income

     

Class AAA

      (143,365 )      (578,029 ) 

Class A

      (636 )      (1,097 ) 

Class I

      (31,313 )      (36,508 ) 
  

 

 

    

 

 

  

Total Distributions to Shareholders

      (175,314 )      (615,634 ) 
  

 

 

    

 

 

  

Shares of Beneficial Interest Transactions:

     

Class AAA

      (42,592,979 )      (63,547,002 ) 

Class A

      136,769        (18,165 ) 

Class B*

      —        (291,682 ) 

Class C

      103,906        36,632   

Class I

      271,080        5,399,586   
  

 

 

    

 

 

  

Net Decrease in Net Assets from Shares of Beneficial Interest Transactions

      (42,081,224 )      (58,420,631 ) 
  

 

 

    

 

 

  

Redemption Fees

      60        —   
  

 

 

    

 

 

  

Net Increase in Net Assets

      95,185,946        5,336,087   

Net Assets:

     

Beginning of year

      425,511,856        420,175,769   
  

 

 

    

 

 

  

End of year (including undistributed net investment income of $0 and $945, respectively)

    $ 520,697,802      $ 425,511,856   
  

 

 

    

 

 

  

 

*

Class B Shares were fully redeemed and closed on February 2, 2012.

See accompanying notes to financial statements.

 

8

The GAMCO Growth Fund

Financial Highlights

 

 

Selected data for a share of beneficial interest outstanding throughout each year:

 

Year Ended
December 31

    Net Asset
Value,
Beginning
of Year		      Income (Loss)
from Investment Operations		     Distributions     Redemption
Fees (a)(b)		      Net Asset
Value,
End of
Year		      Total
Return†		     Net Assets
End of Year
(in 000’s)		      Ratios to Average Net Assets/
Supplemental Data		  
      Net
Investment
Income
(Loss)(a)		     Net
Realized
and
Unrealized
Gain (Loss)
on
Investments		     Total from
Investment
Operations		     Net
Investment
Income		     Total
Distributions		                Net
Investment
Income
(Loss)		     Operating
Expenses		     Portfolio
Turnover
Rate		  

Class AAA

                               

2013

    $ 34.81       $ 0.01      $ 11.81      $ 11.82      $ (0.01 )    $ (0.01 )    $ 0.00       $ 46.62         34.0 %    $ 505,727         0.02 %      1.45 %      35 % 

2012

      30.11         0.04        4.71        4.75        (0.05 )      (0.05 )      0.00         34.81         15.8        414,691         0.13        1.49        41   

2011

      31.39         0.07        (1.28 )      (1.21 )      (0.07 )      (0.07 )      0.00         30.11         (3.8 )      415,416         0.21        1.48        67   

2010

      28.50         (0.02 )      2.91        2.89        —        —        0.00         31.39         10.1        546,786         (0.06 )      1.47        55   

2009

      19.56         (0.02 )      8.96        8.94        —        —        0.00         28.50         45.7        575,203         (0.08 )      1.53        83   

Class A

                               

2013

    $ 34.82       $ 0.01      $ 11.82      $ 11.83      $ (0.02 )    $ (0.02 )    $ 0.00       $ 46.62         34.0 %    $ 1,355         0.01 %      1.45 %      35 % 

2012

      30.11         0.05        4.70        4.75        (0.04 )      (0.04 )      0.00         34.82         15.8        894         0.15        1.49        41   

2011

      31.40         0.06        (1.27 )      (1.21 )      (0.08 )      (0.08 )      0.00         30.11         (3.8 )      778         0.18        1.48        67   

2010

      28.50         (0.01 )      2.91        2.90        —        —        0.00         31.40         10.2        858         (0.05 )      1.47        55   

2009

      19.57         (0.02 )      8.95        8.93        —        —        0.00         28.50         45.6        1,237         (0.08 )      1.53        83   

Class C

                               

2013

    $ 32.66       $ (0.27 )    $ 11.03      $ 10.76        —        —      $ 0.00       $ 43.42         33.0 %    $ 1,221         (0.73 )%      2.20 %      35 % 

2012

      28.42         (0.19 )      4.43        4.24        —        —        0.00         32.66         14.9        835         (0.61 )      2.24        41   

2011

      29.78         (0.16 )      (1.20 )      (1.36 )      —        —        0.00         28.42         (4.6 )      694         (0.54 )      2.23        67   

2010

      27.23         (0.21 )      2.76        2.55        —        —        0.00         29.78         9.4        787         (0.80 )      2.22        55   

2009

      18.84         (0.18 )      8.57        8.39        —        —        0.00         27.23         44.5        1,620         (0.82 )      2.28        83   

Class I

                               

2013

    $ 35.03       $ 0.11      $ 11.90      $ 12.01      $ (0.12 )    $ (0.12 )    $ 0.00       $ 46.92         34.3 %    $ 12,395         0.27 %      1.20 %      35 % 

2012

      30.30         0.15        4.72        4.87        (0.14 )      (0.14 )      0.00         35.03         16.1        9,092         0.45        1.24        41   

2011

      31.60         0.15        (1.29 )      (1.14 )      (0.16 )      (0.16 )      0.00         30.30         (3.6 )      3,013         0.47        1.23        67   

2010

      28.62         0.05        2.93        2.98        —        —        0.00         31.60         10.4        3,493         0.19        1.22        55   

2009

      19.60         0.04        8.98        9.02        —        —        0.00         28.62         46.0        3,878         0.17        1.28        83   

 

†

Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect applicable sales charges.

(a)

Per share amounts have been calculated using the average shares outstanding method.

(b)

Amount represents less than $0.005 per share.

See accompanying notes to financial statements.

 

9

The GAMCO Growth Fund

Notes to Financial Statements

 

 

1. Organization. The GAMCO Growth Fund was organized on October 24, 1986 as a Massachusetts business trust and commenced investment operations on April 10, 1987. 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.

2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and assumptions. 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 a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days or less that are not credit impaired 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 fair valued as determined by the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price. U.S. government obligations with maturities greater than sixty days are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations.

Securities and assets for which market quotations are not readily available are fair valued as determined by 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 with the valuation and changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S. dollar value American Depositary Receipt 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.

 

10

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

Accounting Standards Update (“ASU”) No. 2011-11 (as clarified by ASU No. 2013-01) “Disclosures about Offsetting Assets and Liabilities” requires a fund to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of assets and liabilities and instruments and transactions subject to an agreement similar to a master netting arrangement. The scope of ASU 2011-11 includes derivatives and sale and repurchase agreements. The purpose of ASU 2011-11 is to facilitate comparison of financial statements prepared on the basis of GAAP and on the basis of International Financial Reporting Standards. Management is continually evaluating the implications of ASU 2011-11 and its impact on the financial statements and, at this time, has concluded that ASU 2011-11 is not applicable to the Fund because the Fund does not have investments covered under this guidance.

The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:

  •  

Level  1 — quoted prices in active markets for identical securities;

  •  

Level  2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and

  •  

Level  3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of December 31, 2013 is as follows:

 

Valuation Inputs*

    Investments
in Securities
(Market Value)
Assets		  

Level 1 - Quoted Prices

    $ 517,293,314   

Level 2 - Other Significant Observable Inputs

      3,672,893   
  

 

 

  

Total

    $ 520,966,207   
  

 

 

  

 

*

Portfolio holdings designated in Level 1 and Level 2 are disclosed individually in the Schedule of Investments (“SOI”). Please refer to the SOI for the industry classifications of these portfolio holdings. Level 1 consists of Common Stocks. Level 2 consists of U.S. Government Obligations.

The Fund did not have transfers between Level 1 and Level 2 during the year ended December 31, 2013. The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.

There were no Level 3 investments held at December 31, 2013 or December 31, 2012.

Additional Information to Evaluate Qualitative Information.

General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities.

 

11

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.

Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights, and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days, or for which current bids are not available, or which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.

The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.

Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange rates. 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 that 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 purchase 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 inability 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.

Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.

Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain/(loss) on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on

 

12

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as the Fund becomes aware of such dividends.

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.

In calculating the NAV 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 borne solely by the class incurring the expense.

Custodian Fee Credits. When cash balances are maintained in the custody account, the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody arrangement are included in custodian fees in the Statement of Operations with the corresponding expense offset, if any, shown as “Custodian fee credits.”

Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Fund and timing differences. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences are primarily due to the recharacterization of distributions. These reclassifications have no impact on the NAV of the Fund. For the year ended December 31, 2013, reclassifications were made to increase accumulated net investment income by $47,926 and decrease accumulated net realized loss on investments and foreign currency transactions by $198, with an offsetting adjustment to paid-in-capital.

The tax character of distributions paid during the years ended December 31, 2013 and 2012 was $175,314 and $615,634, respectively, of ordinary income.

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 policy of the Fund 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, 2013, the components of accumulated earnings/losses on a tax basis were as follows:

 

Accumulated capital loss carryforwards

    $ (32,398,133 ) 

Net unrealized appreciation on investments and foreign currency translations

      162,548,895   
  

 

 

  

Total

    $ 130,150,762   
  

 

 

  

At December 31, 2013, the Fund had net capital loss carryforwards for federal income tax purposes which are available to reduce future required distributions of net capital gains to shareholders. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward for an unlimited period capital

 

13

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

losses incurred in years beginning after December 22, 2010. In addition, these losses must be utilized prior to the losses incurred in pre-enactment taxable years. As a result of the rule, pre-enactment capital loss carryforwards may have an increased likelihood of expiring unused. Additionally, post enactment capital losses that are carried forward will retain their character as either short term or long term capital losses rather than being considered all short term as under previous law.

 

Capital Loss Carryforward Available through 2017

    $ 20,782,104   

Capital Loss Carryforward Available through 2018

      11,616,029   
  

 

 

  

Total Capital Loss Carryforwards

    $ 32,398,133   
  

 

 

  

During the year ended December 31, 2013, the Fund utilized capital loss carryforwards of $47,120,345.

At December 31, 2013, the differences between book basis and tax basis unrealized appreciation were primarily due to deferral of losses from wash sales for tax purposes.

The following summarizes the tax cost of investments and the related net unrealized appreciation at December 31, 2013:

 

     Cost      Gross
Unrealized
Appreciation		      Gross
Unrealized
Depreciation		      Net
Unrealized
Appreciation		  

Investments

    $ 358,420,049       $ 163,333,177       $ (787,019 )     $ 162,546,158   

The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. For the year ended December 31, 2013, the Fund did not incur any income tax, interest, or penalties. As of December 31, 2013, the Adviser has reviewed all open tax years and concluded that there was no impact to the Fund’s net assets or results of operations. Tax years ended December 31, 2010 through December 31, 2013 remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are necessary.

3. Investment Advisory Agreement and Other Transactions. 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 its 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 affiliated persons of the Adviser.

The Fund pays each Trustee who is not considered an affiliated person an annual retainer of $9,000 plus $2,000 for each Board meeting attended. Each Trustee is reimbursed by the Fund for any out of pocket expenses incurred in attending meetings. All Board committee members receive $500 per meeting attended. The Chairman of the Audit Committee and the Lead Trustee each receive an annual fee of $2,000. The Chairman of the Proxy Voting Committee and Nominating Committee each receives a $1,000 annual fee. A Trustee may receive a single meeting fee, allocated among the participating funds, for attending certain meetings held on behalf of

 

14

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

multiple funds. Trustees who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Fund.

4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares, except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class AAA, Class A, and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the Fund, at annual rates of 0.25%, 0.25%, 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 during the year ended December 31, 2013, other than short term securities and U.S. Government obligations, aggregated $161,200,139 and $196,483,680, respectively.

6. Transactions with Affiliates. During the year ended December 31, 2013, the Fund paid brokerage commissions on security trades of $630 to G.research, Inc., an affiliate of the Adviser. Additionally, the Distributor retained a total of $499 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.

The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the year ended December 31, 2013, the Fund paid or accrued $45,000 to the Adviser in connection with the cost of computing the Fund’s NAV.

7. Line of Credit. The Fund participates in an unsecured line of credit of up to $75,000,000 under which it may borrow up to 10% of its net assets from the custodian for temporary borrowing purposes. Borrowings under this arrangement bear interest at the higher of the sum of the overnight LIBOR rate plus 100 basis points or the sum of the federal funds rate plus 100 basis points at the time of borrowing. This amount, if any, would be included in “interest expense” in the Statement of Operations. During the year ended December 31, 2013, there were no borrowings under the line of credit.

8. Shares of Beneficial Interest. The Fund offers four classes of shares – Class AAA Shares, Class A Shares, Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors who acquire them directly from the Distributor, through selected broker/dealers, or the transfer agent. Class I Shares are offered without a sales charge, solely to certain institutions, directly through the Distributor, or brokers that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject to a maximum front-end sales charge of 5.75%. Class C Shares are subject to a 1.00% contingent deferred sales charge for one year after purchase.

The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital. The redemption fees retained by the Fund during the years ended December 31, 2013 and 2012 amounted to $60 and $0, respectively.

 

15

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

Transactions in shares of beneficial interest were as follows:

 

     Year Ended
December 31, 2013		     Year Ended
December 31, 2012		  
     Shares     Amount     Shares     Amount  

Class AAA

         

Shares sold

      180,313      $ 7,354,223        219,903      $ 7,386,673   

Shares issued upon reinvestment of distributions

      2,970        136,894        15,929        550,204   

Shares redeemed

      (1,248,169 )      (50,084,096 )      (2,121,086 )      (71,483,879 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net decrease

      (1,064,886 )    $ (42,592,979 )      (1,885,254 )    $ (63,547,002 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Class A

         

Shares sold

      12,700      $ 501,373        16,030      $ 525,793   

Shares issued upon reinvestment of distributions

      12        536        7        320   

Shares redeemed

      (9,309 )      (365,140 )      (16,219 )      (544,278 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net increase/(decrease)

      3,403      $ 136,769        (182 )    $ (18,165 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Class B*

         

Shares redeemed

      —      $ —        (9,658 )    $ (291,682 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net decrease

      —      $ —        (9,658 )    $ (291,682 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Class C

         

Shares sold

      12,049      $ 454,126        7,353      $ 232,976   

Shares redeemed

      (9,496 )      (350,220 )      (6,217 )      (196,344 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net increase

      2,553      $ 103,906        1,136      $ 36,632   
  

 

 

    

 

 

    

 

 

    

 

 

  

Class I

         

Shares sold

      54,351      $ 2,280,180        217,442      $ 7,344,760   

Shares issued upon reinvestment of distributions

      631        29,282        984        34,189   

Shares redeemed

      (50,389 )      (2,038,382 )      (58,296 )      (1,979,363 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net increase

      4,593      $ 271,080        160,130      $ 5,399,586   
  

 

 

    

 

 

    

 

 

    

 

 

  

 

*

Class B Shares were fully redeemed and closed on February 2, 2012.

9. 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. Management has reviewed the Fund’s existing contracts and expects the risk of loss to be remote.

10. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement, the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for the Southern District of New York against the Executive Vice President and Chief Operating Officer of the Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer, who is also an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.

 

16

The GAMCO Growth Fund

Notes to Financial Statements (Continued)

 

 

 

11. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

17

The GAMCO Growth Fund

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Trustees and Shareholders of

The GAMCO Growth 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 GAMCO Growth Fund (hereafter referred to as the “Fund”) at December 31, 2013, 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 five years in the period then ended, 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, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

February 24, 2014

 

18

The GAMCO Growth 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 Fund’s Trustees and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The GAMCO Growth Fund at One Corporate Center, Rye, NY 10580-1422.

 

Name, Position(s)

Address1 and Age

  

Term of Office
and Length of
Time Served2

  

Number of Funds

in Fund Complex

Overseen by Trustee

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held by Trustee4

INTERESTED TRUSTEES3 :

        

Mario J. Gabelli, CFA

Trustee

Age: 71

   Since 1992   27   Chairman, Chief Executive Officer, Chief Investment Officer–Value Portfolios of GAMCO Investors, Inc., and Chief Investment Officer–Value Portfolios of Gabelli Funds, LLC and GAMCO Asset Management Inc.; Director/Trustee or Chief Investment Officer of other registered investment companies in the Gabelli/GAMCO Funds Complex; Chief Executive Officer of GGCP, Inc.   Director of Morgan Group Holdings, Inc. (holding company); Chairman of the Board and Chief Executive Officer of LICT Corp. (multimedia and communication services); Director of CIBL, Inc. (broadcasting and wireless communications); Director of ICTC Group, Inc. (communications); Director of RLJ Acquisition Inc. (blank check company) (2011-2012)

John D. Gabelli

Trustee

Age: 69

   Since 1995   10   Senior Vice President of G.research, Inc.   —

Anthony Torna, Sr.

Trustee

Age: 87

   Since 1987   1  

Registered Representative, Maxim Group LLC

(2002-2013)

   —

INDEPENDENT TRUSTEES5 :

        

Anthony J. Colavita

Trustee

Age: 78

   Since 1989   36   President of the law firm of Anthony J. Colavita, P.C.   —

James P. Conn

Trustee

Age: 75

   Since 1992   20   Former Managing Director and Chief Investment Officer of Financial Security Assurance Holdings Ltd. (insurance holding company) (1992-1998)   Director of First Republic Bank (banking) through January 2008

Dugald A. Fletcher

Trustee

Age: 84

   1989-1996

2000-present

   2   President, Fletcher & Company, Inc.   Director of Harris and Harris Group, Inc. (venture capital)

Robert J. Morrissey

Trustee

Age: 74

   Since 2001   6   Partner in the law firm of Morrissey, Hawkins & Lynch   —

Anthony R. Pustorino

Trustee

Age: 88

   Since 1987   13   Certified Public Accountant; Professor Emeritus, Pace University   Director of The LGL Group, Inc. (diversified manufacturing) (2002-2010)

Anthonie C. van Ekris

Trustee

Age: 79

   1987-1989

1992-present

   20  

Chairman of BALMAC International, Inc.

(commodities and futures trading)

   —

Salvatore J. Zizza

Trustee

Age: 68

   1987-1996

2000-present

   30   Chairman (since 1978) of Zizza & Associates Corp. (financial consulting); Chairman (since 2005) of Metropolitan Paper Recycling, Inc. (recycling); Chairman (since 1999) of Harbor BioSciences, Inc. (biotechnology)   Director and Vice Chairman of Trans-Lux Corporation (business services); Director and Chairman of Harbor Diversified Inc. (pharmaceuticals); Chairman of Bion Environmental Technologies (technology); Director, Chairman, and CEO of General Employment Enterprises (staffing services)(2009-2012)

 

19

The GAMCO Growth Fund

Additional Fund Information (Continued) (Unaudited)

 

 

Name, Position(s)

Address1

and Age

   

Term of Office

and Length of

Time Served2

   

Principal Occupation(s)

During Past Five Years

OFFICERS:

      

Bruce N. Alpert

President

Age: 62

    Since 2006   

Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988; Officer of registered investment companies in the Gabelli/GAMCO Funds Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc., July 2008-2010; President of Teton Advisors, Inc., 1998-2008; Senior Vice President of GAMCO Investors, Inc. since 2008

Andrea R. Mango

Secretary

Age: 41

   

Since November

2013

   

Counsel of Gabelli Funds, LLC; Corporate Vice President within the Corporate Compliance Department of New York Life Insurance Company 2011-2013; Vice President and Counsel of Deutsche Bank 2006-2011

Agnes Mullady

Treasurer

Age: 55

    Since 2006   

President and Chief Operating Officer of the Open-End Division of Gabelli Funds, LLC since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment companies in the Gabelli/GAMCO Funds Complex

Richard J. Walz

Chief Compliance Officer

Age: 54

   

Since November

2013

   

Chief Compliance Officer of the Gabelli/GAMCO Funds Complex; Chief Compliance Officer of AEGON USA Investment Management, LLC 2011-2013; Chief Compliance Officer of Cutwater Asset Management 2004-2011.

 

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 1940 Act. Messrs. Gabelli 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. Mr. Torna is considered an interested person because he was a registered broker during the past fiscal year with a firm to which the Fund Complex (but not the Fund) pays brokerage commissions.

4

This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended, i.e., public companies, or other investment companies registered under the 1940 Act.

5

Trustees who are not interested persons are considered “Independent” Trustees.

 

20

Gabelli/GAMCO Funds and Your Personal Privacy

 

Who are we?

The Gabelli/GAMCO Funds are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940. We are managed by Gabelli Funds, LLC, which is affiliated with GAMCO Investors, Inc. GAMCO Investors, Inc. is a publicly held company that has subsidiaries that provide investment advisory or brokerage services for a variety of clients.

What kind of non-public information do we collect about you if you become a fund shareholder?

If you apply to open an account directly with us, you will be giving us some non-public information about yourself. The non-public information we collect about you is:

 

•  

Information you give us on your application form. This could include your name, address, telephone number, social security number, bank account number, and other information.

 

•  

Information about your transactions with us, any transactions with our affiliates, and transactions with the entities we hire to provide services to you. This would include information about the shares that you buy or redeem. If we hire someone else to provide services — like a transfer agent — we will also have information about the transactions that you conduct through them.

What information do we disclose and to whom do we disclose it?

We do not disclose any non-public personal information about our customers or former customers to anyone other than our affiliates, our service providers who need to know such information, and as otherwise permitted by law. If you want to find out what the law permits, you can read the privacy rules adopted by the Securities and Exchange Commission. They are in volume 17 of the Code of Federal Regulations, Part 248. The Commission often posts information about its regulations on its website, www.sec.gov.

What do we do to protect your personal information?

We restrict access to non-public personal information about you to the people who need to know that information in order to provide services to you or the fund and to ensure that we are complying with the laws governing the securities business. We maintain physical, electronic, and procedural safeguards to keep your personal information confidential.

 

 

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THE GAMCO GROWTH FUND

One Corporate Center

Rye, NY 10580-1422

Portfolio Manager Biography

Howard F. Ward, CFA, joined Gabelli Funds in 1995 and currently serves as GAMCO’s Chief Investment Officer of Growth Equities as well as a Gabelli Funds, LLC portfolio manager for several funds within the Gabelli/GAMCO Funds Complex. Prior to joining Gabelli, Mr. Ward served as Managing Director and Lead Portfolio Manager for several Scudder mutual funds. He also was an Investment Officer in the Institutional Investment Department with Brown Brothers, Harriman & Co. for four years. Mr. Ward received his B.A. in Economics from Northwestern University.

 

2013 TAX NOTICE TO SHAREHOLDERS (Unaudited)

For the year ended December 31, 2013, the Fund paid to shareholders ordinary income distributions (comprised of net investment income) totaling $0.013, $0.022, and $0.118 per share for Class AAA, Class A, and Class I Shares, respectively. For the year ended December 31, 2013, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.03% of the ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Reauthorization, and Job Creation Act of 2010.

U.S. Government Income:

The percentage of the ordinary income distribution paid by the Fund during the year ended December 31, 2013 which was derived from U.S. Treasury securities was 0.02%. 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 GAMCO Growth Fund did not meet this strict requirement in 2013. The percentage of U.S. Government securities held as of December 31, 2013 was 0.71%. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser as to the applicability of the information provided to your specific situation.

 

All designations are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

 

We have separated the portfolio manager’s commentary from the financial statements and investment portfolio due to 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. Both the commentary and the financial statements, including the portfolio of investments, will be available on our website at www.gabelli.com.

 

LOGO

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 $34,767 for 2012 and $36,332 for 2013.

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 for 2012 and $0 for 2013.

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 $3,625 for 2012 and $3,770 for 2013. 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 for 2012 and $0 for 2013.

 

(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 registered public accounting firm to the registrant and (ii) all permissible non-audit services to be provided by the independent registered public accounting firm 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 registered public accounting firm’s 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 permissible non-audit services were not recognized by the registrant at the time of the engagement to be non-audit services; and (ii) 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 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 for 2012 and $0 for 2013.

 

  (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. Investments.

 

(a) 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.

 

 (b) Not applicable.

 

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.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the

registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

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, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

(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.

(12.other) Not applicable.

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 GAMCO Growth Fund

 

By (Signature and Title)*  

   /s/ Bruce N. Alpert

         Bruce N. Alpert, Principal Executive Officer

 

Date  

    3/6/2014

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

 

Date  

    3/6/2014

 

By (Signature and Title)*  

  /s/ Agnes Mullady

        Agnes Mullady, Principal Financial Officer and Treasurer

 

Date  

    3/6/2014

* Print the name and title of each signing officer under his or her signature.